SC 13E3

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13E-3

Rule 13e-3 Transaction Statement under Section 13(e)
of the Securities Exchange Act of 1934

NORTHLAND CRANBERRIES, INC.
(Name of Issuer)

NEW HARVEST, INC.
SUN NORTHLAND, LLC
SUN CAPITAL PARTNERS II, LP
SUN CAPITAL ADVISORS II, LP
SUN CAPITAL PARTNERS, LLC
MARC J. LEDER
RODGER R. KROUSE
FIRST GENERATION LLC
JOHN SWENDROWSKI
(Name of Person(s) Filing Statement)

Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)

666499207
(CUSIP Number of Class of Securities)

John Swendrowski
2321 West Grand Avenue, P.O. Box 8020
Wisconsin Rapids, Wisconsin 54494-8020
Phone: (715) 424-4444
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)

COPIES TO:

Steven R. Barth
Peter C. Underwood
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Phone: (414) 271-2400

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR THE FAIRNESS OF THE TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

        This statement is filed in connection with (check the appropriate box):

        a.        [  ] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14(C) or Rule 13e-3(c) under the Securities Exchange Act of 1934.

        b.        [  ] The filing of a registration statement under the Securities Act of 1933.

        c.        [  ] A tender offer.

        d.        [x] None of the above.

        Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies [  ].

        Check the following box if the filing is a final amendment reporting the results of the transaction: [  ].

CALCULATION OF FILING FEE
Transaction Valuation*	Amount of Filing Fee
$ 2,165,670	$ 256.00

* Calculated for purposes of determining the filing fee only and in accordance with Rule 0-11(b)(2) under the Securities Exchange Act of 1934, as amended, by multiplying 10,407,951 (the number of shares of class A common stock of Northland Cranberries, Inc., a Wisconsin corporation, to be (i) purchased by New Harvest, Inc., a Wisconsin corporation, through an agreement with certain unaffiliated entities as described herein and (ii) acquired pursuant to the proposed merger described herein) by $0.21, the price to be paid per share in the transactions.

[  ]     Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

SUMMARY TERM SHEET

        We are filing this Transaction Statement on Schedule 13E-3 relating to the merger of New Harvest, Inc., which we refer to as the “Parent,” with and into Northland Cranberries, Inc., which we refer to as “Northland,” and the associated transactions described herein. We use the terms “we,” “us” and similar terms in this Summary Term Sheet to refer collectively to (i) the Parent, (ii) Sun Northland, LLC (which we refer to as “Sun Northland”), the current owner of approximately 83.8% of the issued and outstanding shares of the class A common stock, $0.01 par value per share, of Northland (which we refer to as the “Common Stock”) and all of the issued and outstanding capital stock of Parent, (iii) the other members of the Sun Group (which is defined immediately below), (iv) First Generation LLC, a limited liability company that holds all of the issued and outstanding shares of Series B Preferred Stock, $0.01 par value per share, of Northland (which we refer to as the “Preferred Stock”), and (v) John Swendrowski, who is the Chairman and Chief Executive Officer of Northland and the Parent, as well as the managing member of First Generation LLC. In addition, we use the following terms in this Summary Term Sheet in the following manner:

• "Bank Group" refers collectively to U.S. Bank National Association and Mid America Bank, f.s.b. (successor in interest to St. Francis Bank, F.S.B.) (each of whom will be selling, or will cause entities they control to sell, shares of Common Stock to Parent in advance of the merger);

• “Public Shareholders” refers to the shareholders of Northland other than (i) us, Wells Fargo Foothill, Inc., Ableco Holding LLC and ARK CLO 2000-1 Limited (each of whom will be contributing, or will cause entities they control to contribute, shares of Common Stock and/or Preferred Stock to Parent in advance of the merger), (ii) the Bank Group, and (iii) any other shareholders affiliated with any of the foregoing; and

• “Sun Group” refers to each of (i) Sun Northland, (ii) Sun Capital Partners II, LP, which owns a majority of the membership interests in Sun Northland, (iii) Sun Capital Advisors II, LP, which is the general partner of Sun Capital Partners II, LP, (iv) Sun Capital Partners, LLC, which is the general partner of Sun Capital Advisors II, LP, and (v) Messrs. Marc J. Leder and Rodger R. Krouse, both of whom are directors of Northland, and who each own 50% of the membership interests of Sun Capital Partners, LLC.

        This Summary Term Sheet and the remainder of this Transaction Statement on Schedule 13E-3 include information describing the purchase by the Parent of shares of Common Stock held by the Bank Group and the subsequent “going private” merger involving Northland and Parent. It also describes how the merger affects you as a shareholder of Northland, what your rights are with respect to the merger as a shareholder of Northland and our position regarding the fairness of the merger to the Public Shareholders.

Northland Shares Outstanding (Page 7).

        As of September 26, 2005, Northland had a total of 94,090,496 shares of Common Stock and 100 shares of Preferred Stock issued and outstanding. This number does not include 2,543,053 shares of Common Stock issuable to Ableco Holding LLC upon exercise of a warrant held by it. On a fully-diluted basis (not taking into account exercisable options to purchase shares of Common Stock), Northland had a total of 96,633,549 shares of Common Stock and 100 shares of Preferred Stock issued and outstanding as of September 26, 2005. Of those fully diluted shares:

• Sun Northland owns 78,844,820 shares;

• Wells Fargo Foothill, Inc. owns 2,543,053 shares;

• Ableco Holding LLC has the right to acquire 2,543,053 shares upon exercise of its warrant;

• ARK CLO 2000-1 Limited owns 2,115,820 shares;

• The Bank Group owns 5,503,167 shares;

• John Swendrowski directly owns 100,370 shares and may also be deemed to beneficially own (i) 4,750 shares owned by a charitable foundation with respect to which he shares voting and investment power; (ii) 1,732 shares which Mr. Swendrowski holds jointly with his wife and with respect to which he shares voting and investment power; and (iii) 72,000 shares held by Cranberries Limited, Inc., a corporation in which Mr. Swendrowski shares ownership and which Mr. Swendrowski controls, with respect to which he shares voting and investment power;

• The Public Shareholders collectively own 4,886,284 shares; and

• Certain officers and directors of Northland (including George R. Rea, one of the directors of Parent, but excluding John Swendrowski) own 18,500 shares.

        In addition, as of September 26, 2005, options to purchase an additional 3,693,495 shares of Common Stock held by former and current directors, officers and employees of Northland were issued and outstanding. These options have exercise prices that range from $0.088 per share to $79.00 per share. Of these options, approximately 1,505,144 are held by us (including the directors of Parent), and approximately 2,188,351 are held by directors, officers and employees of Northland other than us.

Purposes of the Merger (Page 10)

        The purposes of the merger are to (i) eliminate the significantly increasing costs and expenses and management and board time and attention associated with operating a public company; (ii) enable Parent to acquire all of the outstanding Common Stock that it will not already own prior to the merger; and (iii) provide a source of liquidity to the Public Shareholders, generally at capital gain or loss tax rates and without incurring brokerage commissions and fees otherwise potentially incurred in selling Northland’s shares.

Contribution and Merger (Page 48)

        We expect the following steps to be taken on or about ________, 2005, immediately prior to the merger.

• Ableco Holding LLC will exercise its warrant to purchase 2,543,053 shares of Common Stock at an exercise price of $0.01 per share.

• Pursuant to the terms of a Contribution Agreement (which we discuss in further detail below under “Specific Terms of the Merger – Contribution, Purchase and Merger”), we, along with Wells Fargo Foothill, Inc., Ableco Holding LLC and ARK CLO 2000-1 Limited, will contribute to Parent a total of 86,147,116 shares of Common Stock (which includes the Common Stock to be received by Ableco Holding LLC upon exercise of its warrant) and 100 shares of Northland’s Preferred Stock in exchange for 86,147,116 shares of Parent’s common stock, par value $.01 per share and 100 shares of Parent’s series A preferred stock, par value $0.01 per share.

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• Immediately following the contribution of shares of Common Stock and Preferred Stock to Parent pursuant to the Contribution Agreement, Parent will purchase 5,503,167 shares of Common Stock held by the Bank Group at a price of $0.21 per share in cash (which is the same price that will be paid to the Public Shareholders in the merger) pursuant to the terms of a Stock Purchase Agreement which we discuss in further detail below under “Specific Terms of the Merger – Contribution, Purchase and Merger.”

• Immediately following the contribution of shares of Common Stock and Preferred Stock to Parent pursuant to the Contribution Agreement and the purchase by Parent of shares of Common Stock from the Bank Group pursuant to the Stock Purchase Agreement, (i) Parent will own approximately 94.9% of the issued and outstanding Common Stock and 100% of the issued and outstanding Preferred Stock, and (ii) we will cause Parent to merge with Northland as a means of acquiring all of the shares of Common Stock not owned by Parent and to provide a source of liquidity to holders of those shares.

Principal Terms of the Merger

        The Merger (Page 48). We intend to cause Parent to merge with Northland on or about _______, 2005 (which is twenty days after this Schedule 13E-3 is mailed to Northland’s shareholders) pursuant to a “short form” merger under Section 180.1104 of the Wisconsin Business Corporation Law. As a result of the merger, each share of Common Stock not owned by Parent will be converted into the right to receive $0.21 in cash. Parent will not be required to enter into a merger agreement with Northland, and we do not intend to seek the approval of the directors of Northland for any aspect of the transaction. Shareholders of Northland will not be entitled to vote their shares with respect to the merger.

        Merger Consideration (Page 49). The consideration in the merger will be $0.21 per share in cash. We set the price of $0.21 and have deemed that price to be fair to the Public Shareholders. We set the $0.21 per share merger price primarily through negotiations with U.S. Bank National Association, on behalf of the Bank Group, and also after reviewing other various factors considered by Parent’s board of directors in determining the fairness of the merger, including the fairness opinion delivered by Stephens Inc., an investment firm based in Little Rock, Arkansas (which we refer to as “Stephens”), as well as the other factors discussed below under “Special Factors – Fairness of the Merger – Factors Considered in Determining Fairness.”

        Payment for Shares (Page 49). Northland, as the surviving corporation in the merger, will pay you for your shares of Common Stock promptly after the effective date of the merger. Instructions for surrendering your stock certificates will be set forth in a Letter of Transmittal, which will be mailed to shareholders of record of Northland within 10 calendar days following the date the merger becomes effective and should be read carefully. Please do not submit your stock certificates before you have received these documents. Sending us your stock certificates with a properly signed Letter of Transmittal will waive your dissenters’ rights described below.

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        Source and Amount of Funds (Page 50). Assuming no outstanding options to acquire Common Stock are exercised prior to the merger, the total amount of funds we expect to be required to pay the consideration for the Common Stock in the merger and the purchase of shares from the Bank Group, and to pay related fees and expenses, is approximately $2,685,670, which amount includes $1,030,005 required to be paid to Northland’s shareholders in the merger and $1,155,665 required for the Parent to purchase the 5,503,167 shares of Common Stock owned by the Bank Group pursuant to the terms of the Stock Purchase Agreement. Sun Northland will loan Parent the funds necessary to purchase the 5,503,167 shares of Common Stock from the Bank Group and the related fees and expenses, and that loan will be unsecured and evidenced by a promissory note. Northland, as the surviving corporation in the merger, will pay the merger consideration to the Public Shareholders and the related fees and expenses from cash on hand. Immediately following the merger, Northland, as the surviving corporation in the merger, will pay the full balance of the promissory note with cash on hand.

Our Position on the Fairness of the Merger (Page 19).

        We have concluded that the merger is both substantively and procedurally fair to the Public Shareholders. In reaching our conclusion, we considered each of the following factors:

• the fact that the merger price is the same price to be paid to two sophisticated, unaffiliated shareholders (the Bank Group) for their shares following arms’ length, fully-informed negotiations among representatives of those parties and the Parent;

• the opinion of Stephens that the price of $0.21 per share is fair, from a financial point of view, to the Public Shareholders;

• the fact that the $0.21 per share merger price combined with the $0.33 per share special dividend paid on December 1, 2004 and the $0.09 per share special dividend paid on August 11, 2005 yields a cash return to shareholders who have held shares since prior to November 16, 2004 of $0.63 per share, compared to the average per share closing price of the Common Stock for the three months prior to public announcement of the $0.33 special dividend of approximately $0.65 per share;

• Northland’s liquidation value, including the potential values of Northland’s remaining assets implied by recent efforts to sell certain cranberry marshes;

• Northland’s going concern value;

• the fact that Northland’s shareholders will be entitled to assert dissenters’ rights under Wisconsin law in connection with the merger;

• the financial performance, condition, business operations and future prospects of Northland, including Mr. Swendrowski’s estimates of the potential future decline in the price of cranberries based on current industry inventory levels and projected 2005 harvest levels; and

• the financial presentations and analyses of Mr. Swendrowski and Stephens.

        For a complete discussion of the factors that we considered in determining fairness, see “Special Factors — Fairness of the Merger — Factors Considered in Determining Fairness.”

Potential Conflicts of Interest (Page 45).

        There are various actual or potential conflicts of interest in connection with the merger. For example:

• We are in control of Northland because we currently collectively own approximately 84.0% of the outstanding Common Stock (and may be deemed to beneficially own approximately 94.9% by virtue of certain voting and other rights granted to us under the Northland Stockholders’ Agreement which we discuss in further detail below under “Agreements Involving the Subject Company’s Securities”). In addition, we will own 91.6% of the outstanding common stock of the surviving corporation after the merger (and may be deemed to beneficially own approximately 99.9% by virtue of certain voting and other rights granted to us under the Parent Shareholders’ Agreement which we discuss in further detail below under “Agreements Involving the Subject Company’s Securities”).

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• Northland is party to a management services agreement with Sun Capital Partners Management, LLC, pursuant to which, among other things, Northland receives financial and management consulting services from Sun Capital Partners Management, LLC in exchange for an annual fee generally equal to the greater of $400,000 or 6% of Northland’s EBITDA (as defined therein). Sun Capital Partners Management, LLC is an affiliate of each member of the Sun Group and the Parent.

• All of the directors of the Parent are also directors of Northland. In addition, George R. Rea, Patrick J. Sullivan and C. Daryl Hollis, three of the four directors of Parent, each serve on the boards of directors of certain other entities owned or controlled by affiliates of the Sun Group (although none if them is employed by or otherwise affiliated with any member of the Sun Group).

• Northland’s Preferred Stock is owned by First Generation LLC, which is controlled by John Swendrowski. The Preferred Stock is subject to mandatory redemption in certain circumstances. The Preferred Stock will be contributed to Parent by First Generation LLC prior to the merger in exchange for an equal number of shares of Parent’s Series A Preferred Stock, $0.01 par value per share. The consummation of the merger will not result in the redemption of the Preferred Stock. The Preferred Stock will instead be canceled in the merger; however, the Series A Preferred Stock of Parent held by First Generation LLC will be converted into Series B Preferred Stock of Northland (as the surviving corporation) in the merger.

        For a discussion of other potential conflicts of interest, see “Information About the Filing Persons — Conflicts of Interest.”

Effects of the Merger (Page 10).

        Completion of the merger will have the following consequences:

• Northland and Parent will be combined into a single, privately held entity.

• Only us (or entities related to us), Wells Fargo Foothill, Inc., Ableco Holding LLC and ARK CLO 2000-1 Limited will have the opportunity to participate in the future earnings and growth, if any, of Northland. Similarly, only us (or entities related to us), Wells Fargo Foothill, Inc., Ableco Holding LLC and ARK CLO 2000-1 Limited will face the risk of losses generated by Northland’s operations or the decline in value of Northland after the merger.

• The Common Stock will no longer be publicly traded. In addition, Northland, as the surviving corporation in the merger, will not be subject to the reporting and other disclosure requirements of the Securities Exchange Act of 1934, including requirements to file annual and other periodic reports or to provide the type of disclosure contained in this Schedule 13E-3.

• Subject to the exercise of statutory dissenters’ rights, each of your shares will be converted into the right to receive $0.21 in cash, without interest.

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Dissenters’ Rights (Page 52).

        You have a statutory right to dissent from the merger and demand payment of the fair value of your shares of Common Stock as determined in accordance with Subchapter XIII of the Wisconsin Business Corporation Law, plus a fair rate of interest, if any, from the date of the merger. This value may be more or less than the $0.21 per share in cash consideration offered in the merger. Should you wish to exercise these rights, you must demand payment in writing within 30 calendar days after delivery of the Notice of Merger and Dissenters’ Rights and otherwise comply with the procedures for exercising dissenters’ rights set forth in the Wisconsin Business Corporation Law. The statutory right of dissent is set out in Subchapter XIII of the Wisconsin Business Corporation Law and is complicated. Any failure to comply with its terms will result in an irrevocable loss of such right. Shareholders seeking to exercise their statutory right of dissent are encouraged to seek advice from legal counsel.

For More Information (Page 31).

        More information regarding Northland is available from its public filings with the Securities and Exchange Commission. See “Information About Northland.”

        If you have any questions about the merger, please contact John Swendrowski at (715) 424-4444.

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INTRODUCTION

        For ease of reading, in this Transaction Statement on Schedule 13E-3 (“Schedule 13E-3”), the following terms are used herein in the following manner:

• “Northland” refers to Northland Cranberries, Inc, which is the subject company in the merger described herein;

• “Parent” refers to New Harvest, Inc., a newly formed corporation formed for the purpose of holding shares of Northland's capital stock and effecting the merger described herein;

• “Sun Northland” refers to Sun Northland, LLC, the current owner of approximately 83.8% of the issued and outstanding shares of Northland’s class A common stock, $0.01 par value per share (“Common Stock”);

• “Sun Group” refers to each of (i) Sun Northland, (ii) Sun Capital Partners II, LP, which owns a majority of the membership interests in Sun Northland, (iii) Sun Capital Advisors II, LP, which is the general partner of Sun Capital Partners II, LP, (iv) Sun Capital Partners, LLC, which is the general partner of Sun Capital Advisors II, LP, and (v) Messrs. Marc J. Leder and Rodger R. Krouse, both of whom are directors of Northland, and who each own 50% of the membership interests of Sun Capital Partners, LLC.

• “Filing Persons” refers to Parent, the Sun Group, First Generation LLC and John Swendrowski (who is the Chairman and Chief Executive Officer of Northland and the Parent, as well as the managing member of First Generation LLC);

• “Bank Group” refers to U.S. Bank National Association (“U.S. Bank”) and Mid America Bank, f.s.b. (successor in interest to St. Francis Bank, F.S.B.) (each of whom will be selling, or will cause entities they control to sell, shares of Common Stock to Parent in advance of the merger); and

• “Public Shareholders” refers to the shareholders of Northland other than (i) the Filing Persons, Wells Fargo Foothill, Inc. (“Wells Fargo”), Ableco Holding LLC (“Ableco”) and ARK CLO 2000-1 Limited (“ARK CLO”) (each of whom will be contributing, or will cause entities they control to contribute, shares of Common Stock and/or Northland’s Series B Preferred Stock, $0.01 par value per share (“Preferred Stock”) to Parent in advance of the merger), (ii) the Bank Group, and (iii) any other shareholders affiliated with any of the foregoing.

        This Schedule 13E-3 is being filed by the Filing Persons and disseminated to shareholders of Northland pursuant to Section 13(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13e-3 thereunder. The Filing Persons, Wells Fargo, Ableco and ARK CLO will beneficially own 100% of Parent’s capital stock immediately prior to the merger.

        As of September 26, 2005, Northland had a total of 94,090,496 shares of Common Stock and 100 shares of Preferred Stock issued and outstanding. This number does not include 2,543,053 shares of Common Stock issuable upon exercise of Ableco’s warrant. On a fully-diluted basis (not taking into account exercisable options to purchase shares of Common Stock), Northland had a total of 96,633,549 shares of Common Stock and 100 shares of Preferred Stock issued and outstanding as of September 26, 2005. Of those shares:

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• Sun Northland owns 78,844,820 shares;

• Wells Fargo Foothill, Inc. owns 2,543,053 shares;

• Ableco has the right to acquire 2,543,053 shares upon exercise of its warrant;

• ARK CLO 2000-1 Limited owns 2,115,820 shares;

• The Bank Group owns 5,503,167 shares;

• John Swendrowski directly owns 100,370 shares and may also be deemed to beneficially own (i) 4,750 shares owned by a charitable foundation with respect to which he shares voting and investment power; (ii) 1,732 shares which Mr. Swendrowski holds jointly with his wife and with respect to which he shares voting and investment power; and (iii) 72,000 shares held by Cranberries Limited, Inc., a corporation in which Mr. Swendrowski shares ownership and which Mr. Swendrowski controls, with respect to which he shares voting and investment power;

• The Public Shareholders collectively own 4,886,284 shares; and

• Certain officers and directors of Northland (including George R. Rea, one of the directors of Parent, but excluding John Swendrowski) own 18,500 shares.

        This Schedule 13E-3 relates to and is being filed and disseminated in connection with the following events, all of which are expected to occur on or about ______, 2005:

• Ableco will exercise its warrant to purchase 2,543,053 shares of Common Stock at an exercise price of $0.01 per share.

• Pursuant to the terms of a Contribution Agreement (discussed in further detail below under “Specific Terms of the Merger – Contribution, Purchase and Merger”), the Filing Persons, along with Wells Fargo, Ableco and ARK CLO, will convey to Parent a total of 86,147,116 shares of Common Stock (which includes the Common Stock to be received by Ableco upon exercise of its warrant) and 100 shares of Preferred Stock in exchange for 86,147,116 shares of Parent’s common stock, par value $0.01 per share and 100 shares of Parent’s Series A Preferred Stock, par value $0.01 per share, in a tax-free exchange under Section 351 of the Internal Revenue Code of 1986, as amended, as follows:

• Sun Northland will contribute a total of 78,844,820 shares of Common Stock to Parent in exchange for 78,844,820 shares of Parent’s common stock;

• John Swendrowski will contribute a total of 100,370 shares of Common Stock to Parent in exchange for 100,370 shares of Parent’s common stock;

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• Wells Fargo will contribute a total of 2,543,053 shares of Common Stock to Parent in exchange for 2,543,053 shares of Parent’s common stock;

• Ableco will contribute a total of 2,543,053 shares of Common Stock to Parent in exchange for 2,543,053 shares of Parent’s common stock;

• ARK CLO will contribute a total of 2,115,820 shares of Common Stock to Parent in exchange for 2,115,820 shares of Parent’s common stock

• First Generation LLC will contribute a total of 100 shares of Preferred Stock to Parent in exchange for 100 shares of Parent’s Series A Preferred Stock.

• Immediately following the contribution of shares of Common Stock and Preferred Stock to Parent pursuant to the Contribution Agreement, Parent will purchase 5,503,167 shares of Common Stock held by the Bank Group at a price of $0.21 per share in cash (which is the same price that will be paid to Northland’s shareholders in the merger) pursuant to the terms of a Stock Purchase Agreement which we discuss in further detail below under “Specific Terms of the Merger – Contribution, Purchase and Merger.”

• Immediately following the contribution of shares of Common Stock and Preferred Stock to Parent and the purchase by Parent of shares from the Bank Group, Parent will own 91,650,283 shares of Common Stock, which are expected to represent approximately 94.9% of the outstanding Common Stock, and 100 shares of Preferred Stock, which will represent 100% of the outstanding Preferred Stock at such time. Parent will then effect a “short form” merger of Parent into Northland, with Northland continuing as the surviving corporation, pursuant to Section 180.1104 of the Wisconsin Business Corporation Law (“WBCL”).

        Upon the consummation of the merger, each outstanding share of Common Stock not held by Parent (except shares with respect to which statutory dissenters’ rights are properly exercised under the WBCL and not withdrawn), will be automatically converted into the right to receive $0.21 per share in cash (the “merger price”), without interest, upon surrender of the certificate for such share to Computershare Trust Company of New York (the “Paying Agent”). The effects of the merger on the other shares of capital stock of Northland and Parent are described in detail under “Specific Terms of the Merger.” Instructions with regard to the surrender of stock certificates, together with a description of statutory dissenters’ rights, will be set forth in a Notice of Merger and Dissenters’ Rights and a Letter of Transmittal, which documents will be mailed to shareholders of record of Northland within 10 calendar days following the date the merger becomes effective and should be read carefully.

        Under the WBCL, no action is required by the board of directors or the shareholders of Northland for the merger to become effective. Northland will be the surviving corporation in the merger.

        In addition to the shares of Common Stock issued and outstanding, as of September 26, 2005, options to purchase an additional 3,693,495 shares of Common Stock held by former and current directors, officers and employees were outstanding under the 1995 Stock Option Plan (the “1995 Plan”), the 2001 Stock Option Plan (the “2001 Plan”) and the 2002 Stock Option Plan (the “2002 Plan”).

        There are a total of 85,750 options outstanding that were issued under the 1995 Plan. All of the 85,750 options under the 1995 Plan are currently “out of the money.” Nevertheless, the Parent intends that, upon effectiveness of the merger, all options under the 1995 Plan will be cancelled and the holders of such options, other than John Swendrowski, will receive a cash payment of $0.01 per option share. John Swendrowski owns options to purchase 52,750 shares issued pursuant to the 1995 Plan and has agreed to forfeit those options for no consideration. No other Filing Person owns options issued pursuant to the 1995 Plan.

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        There are a total of 3,607,745 options outstanding that were issued under the 2001 Plan and the 2002 Plan, collectively. These options have a weighted average exercise price of $0.25 per share (although 2,757,745 of these options have an exercise price of $0.088 per share). Upon effectiveness of the merger, Northland (as the surviving corporation in the merger) will assume the obligations under the 2001 Plan and the 2002 Plan. As a result, options issued thereunder will be converted into options to purchase common stock of Northland (as the surviving corporation in the merger).

        This Schedule 13E-3 and the documents incorporated by reference in this Schedule 13E-3 include certain forward-looking statements. These statements appear throughout this Schedule 13E-3 and include statements regarding the intent, belief or current expectations of the Filing Persons, including statements concerning the Filing Persons’ strategies following completion of the merger. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those described in such forward-looking statements as a result of various factors.

SPECIAL FACTORS

Purposes, Reasons, Alternatives and Effects of the Merger

        Purposes of the Merger

        The purposes of the merger are to (i) eliminate the significantly increasing costs and expenses and management and board time and attention associated with operating a public company; (ii) enable Parent to acquire all of the outstanding common stock of Northland that it will not already own prior to the merger; and (iii) provide a source of liquidity to the Public Shareholders, generally at capital gain or loss tax rates and without incurring brokerage commissions and fees otherwise potentially incurred in selling Northland’s shares.

        Reasons for the Merger

        As discussed in greater detail in “Special Factors — Background of the Merger,” since Northland’s financial difficulties in fiscal 2000 and the purchase by Sun Northland of a majority of Northland’s equity interests in November 2001, Northland’s management has continuously explored potential alternatives to increase shareholder value. Northland has generally attempted since that time to streamline its business operations through cost reduction initiatives and sales of various operating assets in an effort to realize increased shareholder returns. For example, Northland sold its processing plant and certain inventory to Ocean Spray Cranberries, Inc. (“Ocean Spray”) in September 2004, and declared and paid a special dividend of $0.33 per share of class A common stock in December 2004 (a portion of which was funded through proceeds from the sale to Ocean Spray). In addition, in response to changes taking place in the fruit juice beverage industry that Mr. Swendrowski believed would require Northland to make significant additional investments in its branded juice business over the next two years in order to remain competitive, Northland successfully sold its branded juice business to Apple & Eve, LLC (“Apple & Eve”) in February 2005, and used a portion of the proceeds from that sale to declare and pay a special dividend of $0.09 per share of class A common stock in August 2005.

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        In light of the simplification of Northland’s business, particularly the sale of its branded juice business, the Filing Persons believe the following are the primary reasons for undertaking the merger at this time:

• Northland will experience increased tangible and intangible costs associated with being a public company, manifested principally by the July 2002 passage of the Sarbanes-Oxley Act of 2002 and particularly by Section 404 thereof, with which Northland would shortly be required to comply.

• At this point in Northland’s business cycle, its remaining business of growing cranberries and selling cranberries and cranberry concentrate will likely not require Northland in the future to access the public capital markets, make acquisitions using stock, or otherwise take advantage of the benefits public companies sometimes realize.

• Northland’s small public float, limited trading volume and significant “bid-ask” spread, as well as the nature of Northland’s remaining business and the significant common stock holdings of Sun Northland, make it increasingly unlikely that a liquid trading market will be maintained for Northland’s stock, and the ability of Northland’s shareholders to sell their shares could be more limited than the ability of shareholders of many other publicly traded companies to sell their shares.

        The Filing Persons determined to effect the merger at this time for the reasons discussed above and to realize the benefits of taking Northland private, as discussed below under the heading “Special Factors – Advantages of the Merger.” Northland’s stock price was not a significant factor in the timing of the Filing Persons’ decision to propose the merger.

        Alternatives to the Merger

        The Filing Persons believe that effecting the transaction via a short form merger between Northland and Parent under Section 180.1104 of the WBCL is the quickest and most cost-effective way to provide value and liquidity to the Public Shareholders and for Parent to acquire the outstanding public equity interest in Northland. The Filing Persons considered and rejected a long form merger because it would unnecessarily cause Northland to incur costs and expenses associated with such a process and approval of the Public Shareholders would be required under applicable law. Similarly, the Filing Persons rejected a tender offer as a viable alternative as it would entail additional costs, and a subsequent short form merger could still be required. The Filing Persons also considered and rejected a reverse-stock split because it would unnecessarily cause Northland to incur costs and expenses associated with such a process and approval of the Public Shareholders would be required under applicable law.

        The Filing Persons also considered taking no action at this time and continuing to operate Northland’s business in accordance with past practice. However, for the reasons discussed above under the heading “Special Factors — Purposes, Reasons, Alternatives and Effects of the Merger – Reasons for the Merger,” and below under the heading “Special Factors – Advantages of the Merger,” the Filing Persons concluded that continuing to run the business as a public company would not maximize long-term shareholder value when compared to other alternatives.

        Effects of the Merger

        The Filing Persons. Upon completion of the merger, the Filing Persons, together with Wells Fargo, Ableco and ARK CLO, will have complete control over the conduct of Northland’s business and will have a 100% interest in the net book value and net earnings of Northland. In addition, the Filing Persons will receive the benefit of the right to participate in any future increases in the value of Northland and will bear the complete risk of any losses incurred in the operation of Northland and any decrease in the value of Northland. The Filing Persons’ collective beneficial ownership of Northland immediately prior to the merger in the aggregate is expected to amount to approximately 94.9%. On a fully diluted basis (not taking into account exercisable options to purchase shares of Common Stock), the Filing Persons’ collective beneficial interest in Northland’s (i) net book value of $63.9 million on August 31, 2004 and $42.8 million on May 31, 2005, and (ii) net income of $18.0 million for the fiscal year ended August 31, 2004 $3.4 million for the three months ended May 31, 2005, was approximately 84.0%, which percentage will increase to approximately 91.6% upon completion of the merger.

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        First Generation LLC (one of the Filing Persons), which is controlled by John Swendrowski (also one of the Filing Persons), is the owner of all 100 issued and outstanding shares of Northland’s Preferred Stock. The Preferred Stock is subject to mandatory redemption in certain circumstances. The Preferred Stock will be contributed to Parent by First Generation LLC prior to the merger in exchange for an equal number of shares of Parent’s Series A Preferred Stock, $0.01 par value per share. The consummation of the merger will not result in the redemption of the Preferred Stock. The Preferred Stock will instead be canceled in the merger; however, the Series A Preferred Stock of Parent held by First Generation LLC will be converted into Series B Preferred Stock of Northland (as the surviving corporation) in the merger.

        In addition to the 100,370 shares of Common Stock which Mr. Swendrowski owns directly and which he will contribute to the Parent prior to the merger as described under “Specific Terms of the Merger – Contribution, Purchase and Merger,” Mr. Swendrowski may also be deemed to beneficially own (i) 4,750 shares owned by a charitable foundation with respect to which he shares voting and investment power; (ii) 1,732 shares which Mr. Swendrowski holds jointly with his wife and with respect to which he shares voting and investment power; and (iii) 72,000 shares held by Cranberries Limited, Inc., a corporation in which Mr. Swendrowski shares ownership and which Mr. Swendrowski controls, with respect to which he shares voting and investment power. All of these shares of Common Stock (except for the 100,370 shares which Mr. Swendrowski owns directly and which will be contributed to the Parent prior to the merger) will be converted into the right to receive $0.21 in the merger. Mr. Swendrowski may also be deemed to beneficially own 961,394 shares which he can acquire by exercising vested stock options. The treatment of Mr. Swendrowski’s options in the merger is discussed under “Special Factors – Purposes, Reasons, Alternatives and Effects of the Merger – Effects of the Merger – Treatment of Options.”

        Northland. Upon completion of the merger, the Filing Persons intend to deregister the Common Stock under the Exchange Act. As a result, Northland will no longer be required under the federal securities laws to file reports with the SEC and will no longer be subject to the proxy rules under the Exchange Act. Northland will be the beneficiary of a projected future net savings of $750,000 per year after terminating registration under the Exchange Act. The projected future net savings would include savings from audit, legal, and personnel fees and costs. Neither Northland nor the Filing Persons will be able to utilize any operating loss carryforwards to shelter future income.

        The Public Shareholders. Upon completion of the merger, the Public Shareholders will no longer have any interest in, and will not be shareholders of, Northland. As a result, they will not participate in Northland’s future earnings and potential growth and will no longer bear the risk of any decreases in the value of Northland. In addition, the Public Shareholders will not share in any distribution of proceeds after any sales of businesses of Northland or its subsidiaries. All of the Public Shareholders’ incidents of stock ownership, such as the rights to vote on certain corporate decisions, to elect directors, to receive distributions upon the liquidation of Northland and to receive dissenters’ rights upon certain mergers or consolidations of Northland (unless such dissenters’ rights are perfected in connection with the merger), as well as the benefit of potential increases in the value of their holdings in Northland based on any improvements in Northland’s future performance, will be extinguished upon completion of the merger.

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        Upon completion of the merger, the Public Shareholders also will not bear the risks of potential decreases in the value of their holdings in Northland based on any downturns in Northland’s future performance. Instead, the Public Shareholders will have liquidity, in the form of a $0.21 merger price per share, in place of an ongoing equity interest in Northland. In summary, if the merger is completed, the Public Shareholders will have no ongoing rights as shareholders of Northland (other than statutory dissenters’ rights in the case of Public Shareholders who perfect such rights under the WBCL).

        The Shares of Common Stock. Once the merger is consummated, public trading of the Common Stock will cease. The Filing Persons intend to deregister the Common Stock under the Exchange Act. As a result, Northland will no longer be required under the federal securities laws to file reports with the SEC and will no longer be subject to the proxy rules under the Exchange Act. In addition, the Common Stock will no longer be eligible for quotation on the OTC Bulletin Board.

        Treatment of Options. In addition to the shares of Common Stock issued and outstanding, as of September 26, 2005, options to purchase an additional 3,693,495 shares of Common Stock held by former and current directors, officers and employees were outstanding under the 1995 Stock Option Plan (the “1995 Plan”), the 2001 Stock Option Plan (the “2001 Plan”) and the 2002 Stock Option Plan (the “2002 Plan”).

        There are a total of 85,750 options outstanding that were issued under the 1995 Plan. All of the 85,750 options under the 1995 Plan are currently “out of the money.” Nevertheless, the Parent intends that, upon effectiveness of the merger, all options under the 1995 Plan will be cancelled and the holders of such options, other than John Swendrowski, will receive a cash payment of $0.01 per option share. John Swendrowski owns options to purchase 52,750 shares issued pursuant to the 1995 Plan and has agreed to forfeit those options for no consideration. No other Filing Person owns options issued pursuant to the 1995 Plan.

        There are a total of 3,607,745 options outstanding that were issued under the 2001 Plan and the 2002 Plan, collectively. These options have a weighted average exercise price of $0.25 per share (although 2,757,745 of these options have an exercise price of $0.088 per share). Upon effectiveness of the merger, Northland (as the surviving corporation in the merger) will assume the obligations under the 2001 Plan and the 2002 Plan. As a result, options issued thereunder will be converted into options to purchase common stock of Northland (as the surviving corporation in the merger).

        Directors. By operation of the merger, the directors of Northland, as the surviving corporation, will be the same as the directors of Northland prior to the merger.

        The following current directors of Northland are also directors of Parent and hold options to purchase the number of shares of Common Stock set forth opposite their respective names below:

Mr. John Swendrowski	1,005,144
Mr. George R. Rea	100,000
Mr. Patrick J. Sullivan	100,000
Mr. C. Daryl Hollis	100,000

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        In addition, Messrs. Leder and Krouse (two of the Filing Persons) each hold options to purchase 100,000 shares of Common Stock.

        Of the options listed above for Mr. Swendrowski, (i) 852,394 were issued under the 2001 Plan at an exercise price of $0.088 per share (of which 639,296 options are vested as of the date hereof and the remainder will vest on November 6, 2005); (ii) 100,000 were issued under the 2002 Plan at a weighted average exercise price of $0.79 per share (of which 56,250 options are vested as of the date hereof); and (iii) 52,750 were issued under the 1995 Plan at a weighted average exercise price of $41.61 per share (all of which are vested as of the date hereof). Mr. Swendrowski has agreed to forfeit the options issued under the 1995 Plan for no consideration. Upon effectiveness of the merger, Northland (as the surviving corporation in the merger) will assume the obligations under the 2001 Plan and the 2002 Plan. As a result, these options will be converted into options to purchase common stock of Northland (as the surviving corporation in the merger).

        The options listed for Messrs. Rea, Sullivan, Hollis, Leder and Krouse were issued under the 2002 Plan and have a weighted average exercise price of $0.79. For each of Messrs. Rea, Sullivan, Hollis, Leder and Krouse, 56,250 of the listed options are vested as of the date hereof. Upon effectiveness of the merger, Northland (as the surviving corporation in the merger) will assume the obligations under the 2002 Plan. As a result, these options will be converted into options to purchase common stock of Northland (as the surviving corporation in the merger).

Advantages of the Merger

        The Filing Persons believe there are numerous advantages to the Public Shareholders, Northland and the Filing Persons associated with undertaking the merger.

        Advantages to the Public Shareholders

        Liquidity. Although the Common Stock is listed on the OTC Bulletin Board, the trading market for the shares has been extremely limited since Sun Northland’s acquisition of shares in November 2001. Since that time, approximately 94.9% of the fully-diluted shares of Common Stock (not taking into account exercisable options to purchase Common Stock) have been beneficially owned by Sun Northland, Wells Fargo, Ableco, ARK CLO and members of the Bank Group. Sun Northland has not purchased or sold any shares of Common Stock since its initial acquisition in November 2001, and shares held by Wells Fargo, Ableco, ARK CLO and members of the Bank Group are subject to restrictions on transfer pursuant to the Northland Stockholders’ Agreement described below under “Specific Terms of the Merger – Contribution, Purchase and Merger.” This results in an extremely small public float that limits the amount of trading and increases the spread between the bid and ask quotes for Northland’s shares on the OTC Bulletin Board. For example, for the three month period ended July 28, 2005 (prior to the public announcement of a $0.09 per share special cash dividend paid on August 11, 2005), Northland’s average daily trading volume on the OTC Bulletin Board was less than 10,000 shares, or approximately (i) 0.2% of the total “public float” (meaning the shares issued and outstanding other than the shares owned by the Filing Persons, Wells Fargo, ARK CLO and the Bank Group), (ii) 0.06% of the total shares issued and outstanding (other than the shares owned by Sun Northland), and (iii) less than 0.01% of the total shares issued and outstanding. The Filing Persons believe this small public float and daily trading volume means Northland’s shareholders are able to sell only a very small number of shares before causing the stock price to decrease measurably. For the same period, the Filing Persons believe the average closing bid/ask spread for Northland’s common stock was approximately $0.07, or approximately 19% of the average last sale price for that period. The Filing Persons believe this is a significantly above average spread which demonstrates the inefficiency of the market for the Common Stock and further contributes to the illiquidity of Northland’s shares. As a further example of the inefficiency of the market for the Common Stock, on July 27, 2005 (the day prior to announcing the $0.09 per share special dividend paid on August 11, 2005), the closing price for the Common Stock was $0.33 per share. The closing price on August 12, 2005 (the day after the dividend had been paid) was also $0.33 per share, or unchanged from the pre-announcement stock price. Similarly, on November 15, 2004 (the day prior to announcing the $0.33 per share special dividend paid on December 1, 2004), the closing price for the Common Stock was $0.69 per share. The closing price on December 2, 2004 (the day after the dividend had been paid) was $0.70 per share, or nearly unchanged from the pre-announcement stock price. Also, based on a review of Northland’s record shareholder list as of August 31, 2005, the Filing Persons believe that in excess of 90% of Northland’s shareholders of record own 500 or fewer shares of Common Stock (which does not take into account beneficial owners who hold shares in “street name”). At current and historical market prices, the Filing Persons believe that brokerage fees and commissions incurred by these shareholders in selling their shares into the market would be substantial as a percentage of their sale proceeds, further reducing the likelihood of sale and the potential gains to these holders of smaller blocks of stock. Finally, the merger is not subject to any financing contingency.

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        As a result, the Filing Persons believe that the merger will benefit the Public Shareholders by allowing them to liquidate their holdings in a transaction at a fair price in which they will generally be eligible to receive capital gain or loss tax treatment for their proceeds and will avoid paying brokerage commissions or fees otherwise potentially incurred in selling Northland’s stock.

        Advantages to Northland

        Cost Savings. The Filing Persons believe that termination of registration under the Exchange Act will result in substantial legal, accounting and other significant tangible and intangible cost savings associated with:

• the preparation and filing of periodic and current reports under the Exchange Act;

• the review of and potential revisions to Northland's internal controls over financial reporting mandated by Section 404 of the Sarbanes-Oxley Act of 2002;

• the review of quarterly financial information and attestation of management's certification of internal controls by Northland's independent auditors;

• the preparation and filing of periodic reports by management and others under Section 16 and Section 13 of the Exchange Act related to share ownership and transactions in Northland stock;

• the preparation, filing and mailing of annual reports, annual proxy materials for election of directors and periodic proxy or information statement materials for other significant corporate events or transactions requiring a shareholder vote or consent under Wisconsin law;

• compliance with other laws and regulations related to having a class of securities registered under the Exchange Act, including among others regulations regarding the composition of audit committees, Regulation FD and the Sarbanes-Oxley Act of 2002;

• directors’ and officers’ insurance premiums (which are typically higher for public companies);

• the distribution of press releases regarding material events; and

• investor relations activities.

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Based on Northland’s experience in prior years, Northland’s direct tangible costs of being a public company are estimated at approximately $350,000 annually. Northland expects the actual cost savings of being a private company to be greater than simply eliminating the estimated historical costs because, importantly, Northland will avoid the costs of compliance with Section 404 of the Sarbanes-Oxley Act of 2002, with which Northland is not yet required to comply. The Sarbanes-Oxley Act generally has already increased Northland’s cost of compliance with the Exchange Act, and such costs would only increase with the mandated review of internal controls and certification and attestation of internal controls required by, and potential additional personnel necessary to ensure compliance with, Section 404.

        Confidentiality. As a company subject to the disclosure requirements of the Exchange Act, Northland has certain obligations to publicly disclose material information about its operations and other significant corporate events. Following the merger, Northland will no longer be subject to those requirements, and will be able to maintain important operational and other information in relative confidence. Of course, disclosure to shareholders of certain information may still be required in connection with undertaking significant corporate transactions, and limited state law provisions regarding disclosure of information to shareholders upon request will still apply to Northland. Nevertheless, the significant reduction in the number of shareholders and elimination of the necessity to comply with the disclosure requirements of the Exchange Act will result in Northland essentially being able to retain all important operational and other business information in confidence.

        Management Focus. Northland’s management devotes substantial time and effort each quarter to the preparation of financial statements and the gathering and summarizing of information required to be disclosed in periodic reports filed with the SEC. In addition, management continuously monitors SEC and legislative developments impacting public companies to ensure Northland’s continued compliance with applicable law, as well as continued compliance by its officers, directors and significant shareholders. A merger transaction that results in de-registration under the Exchange Act will allow management to focus additional time and effort on effectively managing Northland’s business and operations without the administrative burdens of SEC and related compliance.

        In addition, the public markets place pressure on companies to manage the business to achieve short-term objectives such as quarterly per share earnings. Often, companies are “encouraged” to make certain decisions for the benefit of short-term earnings that may not be in the best interests of sustained long-term growth. Even though Northland does not enjoy any research analyst following, Northland’s stock price performance can be seen by customers, suppliers and competitors as an indicator of the health of its business. As a result, Northland’s business must be managed with an understanding of how operating decisions will affect the price of the stock. Following the merger, management would no longer have to meet public expectations of stock price performance.

        Advantages to the Filing Persons

        Participation in Potential Future Appreciation. As a result of the merger, the Filing Persons will increase their ownership of the issued and outstanding Common Stock from approximately 84.0% to approximately 91.6%. Therefore, they will be the primary beneficiaries of Northland’s future earnings and growth, if any (and they along with Wells Fargo, Ableco and ARK CLO will be the sole beneficiaries of such growth).

        Filing of Periodic Reports No Longer Required. The Filing Persons, to the extent required to do so prior to the merger, will no longer have to prepare and file periodic reports under Section 16 and Section 13 of the Exchange Act related to share ownership and transactions in the Common Stock.

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        Additionally, advantages to Northland are also advantages to the Filing Persons since they along with Wells Fargo, Ableco and ARK CLO will own 100% of Northland as the surviving corporation in the merger.

Disadvantages of the Merger

        While the Filing Persons believe the merger is fair to the Public Shareholders, they recognized that such a transaction may also have certain detrimental effects to the Public Shareholders, Northland and the Filing Persons.

        Disadvantages to the Public Shareholders

        No Further Interest. Upon completion of the merger, the Public Shareholders will no longer have any interest in, and will not be shareholders of, Northland. As a result, they will not participate in Northland’s future earnings and potential growth, if any. In addition, the Public Shareholders will not share in any distribution of proceeds after any sales of businesses of Northland or its subsidiaries. All of the Public Shareholders’ incidents of stock ownership, such as the rights to vote on certain corporate decisions, to elect directors, to receive distributions upon the liquidation of Northland and to receive dissenters’ rights upon certain mergers or consolidations of Northland (unless such dissenters’ rights are perfected in connection with the merger), as well as the benefit of potential increases in the value of their holdings in Northland based on any improvements in Northland’s future performance, will be extinguished upon completion of the merger.

        Disadvantages to Northland

        Reduced Ability for Management Incentives. The lack of liquidity provided by a ready market may result in fewer opportunities to utilize equity based incentive compensation tools to recruit and retain top executive talent. Stock options and other equity based incentives are typically less attractive if they cannot be turned into cash quickly and easily once earned. The Filing Persons believe that this is unlikely to have a significant adverse impact on Northland, since stock options and other equity based incentives have not been a significant part of Northland’s executives’ compensation packages in the recent past.

        Less Attractive Acquisition Currency. Stock that is registered under the Exchange Act and actively traded on an exchange or quotation system is generally a more attractive acquisition currency than unregistered stock, since the purchaser of the publicly traded security has constant access to important information about the company and can access the markets to sell the stock and can easily determine the value of the stock (i.e., the price to be received upon sale). That is, to a certain extent, stock of a publicly traded company with significant liquidity is nearly as good as cash (except for transaction costs associated with sale and with more risk). A purchaser of illiquid securities of a private company must depend for liquidity either on negotiated buy-out or buy-back arrangements, or a liquidity event by the company that is generally outside of its control. The Filing Persons recognize that this may not be a significant disadvantage to Northland, however, because (i) the relative illiquidity of Northland’s shares makes its stock less attractive than most publicly traded securities with significant trading volume; (ii) Northland has not historically utilized stock in acquisitions; and (iii) at this point in Northland’s business cycle, its remaining business of growing cranberries and selling cranberries and cranberry concentrate will likely not require Northland in the future to make acquisitions using stock.

        Reduced Equity Capital Raising Opportunities. One of the primary reasons many companies “go public” in the first place is to be able to more easily and efficiently access the public capital markets to raise cash. Similar opportunities are generally less available (without significant expense) to companies who do not wish to have a class of securities registered under the Exchange Act. Following the merger, since Northland’s stock will no longer be registered under the Exchange Act and public information regarding Northland will no longer be readily accessible, it will likely be more costly and time consuming for Northland to raise equity capital from public sources. Again, the Filing Persons concluded that this may be of little significance to Northland since (i) Northland has not attempted to access the public capital markets for financing purposes since 1998; (ii) at this point in Northland’s business cycle, its remaining business of growing cranberries and selling cranberries and cranberry concentrate will likely not require Northland in the future to access the public capital markets; and (iii) the Filing Persons generally have access to private financing sources sufficient to meet Northland’s financing needs in the near future.

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        Loss of Prestige. Public companies are often viewed by shareholders, employees, investors, customers, vendors and others as more established, reliable and prestigious than privately held companies. In addition, public companies are typically followed by analysts who publish reports on their operations and prospects, and garner more press and media coverage than companies whose securities are not available for purchase by the investing public. Companies who lose status as a public company may risk losing prestige in the eyes of the public, the investment community and key constituencies. However, given the nature of Northland’s business, the Filing Persons felt that this was not a significant factor in considering whether to undertake a going private transaction.

        Disadvantages to the Filing Persons

        Increased Risk of Loss. As a result of the contributions, the purchase of shares from the Bank Group and the merger, the Filing Persons will increase their ownership of the issued and outstanding Common Stock from approximately 84.0% to approximately 91.6%. Therefore, the Filing Persons will a substantial majority of the risk of any losses generated by Northland’s operations and any decrease in Northland’s value after the merger.

Certain Federal Income Tax Consequences of the Merger

        The following summary of the material U.S. federal income tax consequences of the merger to holders of Common Stock is based upon current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury regulations, and existing rulings of the Internal Revenue Service (the “IRS”) and judicial decisions, all of which are subject to change. Any such change could apply retroactively and could adversely affect the consequences described below. The Filing Persons have not sought and will not seek a ruling from the IRS with respect to the merger.

        As used in this summary, a “U.S. Person” is (a) an individual who is a citizen of the United States or who is resident in the United States for U.S. federal income tax purposes, (b) a corporation or a partnership that is organized under the laws of the United States or any state thereof, (c) an estate the income of which is subject to United States federal income taxation regardless of its source, or (d) a trust (i) that is subject to the supervision of a court within the United States and is subject to the control of one or more United States persons as described in Section 7701(a)(30) of the Code, or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a United States person. As used in this summary, a “U.S. Holder” is a U.S. Person who owns Shares and a “Non-U.S. Holder” is any person who owns Shares and who is not a U.S. Person.

        This summary does not discuss all U.S. federal income tax considerations that may be relevant to holders in light of their particular circumstances or that may be relevant to certain holders who may be subject to special treatment under U.S. federal income tax law (for example, persons who elect to treat dividends on, or gains from a disposition of, shares as investment income for purposes of the limitation on the investment interest deduction, tax-exempt organizations, persons who hold shares as part of a straddle, hedging, constructive sale, or conversion transaction, persons who acquire shares through exercise of employee stock options or otherwise as compensation for services, and U.S. Persons whose functional currency is not the U.S. dollar). Furthermore, this summary does not address any aspects of state, local, or foreign taxation. This summary does not discuss the U.S. federal income tax considerations relevant to Non-U.S. Holders. This summary is limited to those U.S. Holders who hold shares of Common Stock as “capital assets” within the meaning of Section 1221 of the Code.

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        THIS SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY. HOLDERS OF SHARES SHOULD CONSULT THEIR OWN TAX AND FINANCIAL ADVISERS WITH RESPECT TO THEIR PARTICULAR CIRCUMSTANCES.

        The receipt of cash by Northland shareholders in the merger, or pursuant to the exercise of dissenters’ rights, will be a taxable transaction for United States federal income tax purposes. In general, shareholders will recognize gain or loss for United States federal income tax purposes equal to the difference between the amount of cash that received in the merger and such holder’s adjusted tax basis in such holder’s shares of Common Stock. Such gain or loss will be capital gain or loss if the holder holds the shares as a capital asset and generally will be long-term capital gain or loss if, at the effective date of the Merger, such holder has held the shares for more than one year.

        The cash payments made to shareholders pursuant to the merger will be subject to backup United States federal income tax withholding unless such holder provides the Paying Agent with his or her tax identification number (social security number or employer identification number) and certifies that such number is correct, or unless an exemption from backup withholding applies.

        In general, cash received by shareholders who exercise statutory dissenters’ rights (“Dissenting Shareholders”) will result in the recognition of gain or loss to the Dissenting Shareholder. Any such Dissenting Shareholder should consult with his, her, or its tax advisor for a full understanding of the tax consequences of the receipt of cash in respect of dissenters’ rights pursuant to the merger.

        None of the Filing Persons or Northland expects to recognize any gain, loss, or income by reason of the merger.

        EACH BENEFICIAL OWNER OF SHARES IS URGED TO CONSULT SUCH BENEFICIAL OWNER’S TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES TO EACH SUCH BENEFICIAL OWNER OF THE MERGER, INCLUDING THE APPLICATION OF STATE, LOCAL, FOREIGN AND OTHER TAX LAWS.

Fairness of the Merger

        Factors Considered in Determining Fairness

        Each of the Filing Persons has determined that the merger is both substantively and procedurally fair to the Public Shareholders. In reaching this determination, the Filing Persons considered a number of factors, including the advantages and disadvantages of a going private transaction discussed above under the headings “Special Factors – Advantages of the Merger” and “Special Factors – Disadvantages of the Merger,” and decided that the advantages outweighed the disadvantages. The Filing Persons also considered the factors set forth below.

        Procedural Fairness. In reaching its determination that the merger is procedurally fair to the Public Shareholders, the Filing Persons considered a number of factors, including:

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• Arms’ Length Negotiations with Sophisticated Parties. The Filing Persons believe that the negotiations with U.S. Bank on behalf of the Bank Group regarding the sale of its Common Stock to Parent as described in detail under “Background of the Merger” constitutes an important factor in determining procedural fairness of the merger price. The Filing Persons believe that arms’ length negotiations with sophisticated unaffiliated third parties is akin to appointing an unaffiliated representative of the minority shareholders to negotiate on behalf of the Public Shareholders, since (i) the third party sellers have no affiliation with the Filing Persons and thus lack any conflicts of interest with respect to the transactions and further lack any continuing interest in the equity of Parent or the results of operations of Northland, and (ii) both the third party sellers and the Public Shareholders seek to receive a fair price and to maximize value for their investments. In this context, the Filing Persons noted that many going private transactions utilize an independent special committee of the subject company’s board of directors, or unaffiliated representative of the minority shareholders, precisely in an effort to replicate the procedural protections afforded by negotiations between the going private proponents, on the one hand, and the unaffiliated shareholders who generally lack knowledge, sophistication and bargaining power on the other hand. In this case, the Filing Persons believe the negotiations with the third party sellers provide the same form of procedural protection as a special committee or unaffiliated representative of the minority – perhaps even enhanced protection as a result of the sophistication and knowledge of the third party sellers.

• Availability of Dissenters’ Rights. Unlike certain other potential forms of going private transactions (such as a reverse stock split), Northland’s shareholders will be entitled to assert dissenters’ rights under Wisconsin law in connection with the merger. The Filing Persons believe that the dissenters’ rights protections afforded by Wisconsin law provide significant procedural and substantive fairness protections for the Public Shareholders, who ultimately may have the fair value of their shares determined by a court.

• Independent Parent Directors. Messrs. Rea, Sullivan and Hollis, three of the four directors of Parent, are neither employed by nor affiliated with Sun Northland or Northland (although each of them serves on the boards of directors of certain other entities owned or controlled by affiliates of Sun Capital Partners, Inc., an affiliate of Sun Northland). As such, the Filing Persons believe these directors are capable of evaluating the merger price and its fairness without undue influence from Sun Northland or from Northland’s management. After careful deliberation, and considering the financial analyses prepared by management and Stephens, these directors concluded that the merger price is fair to the Public Shareholders. In addition, Mr. Rea owns 10,000 shares of Common Stock and Mr. Swendrowski beneficially owns 78,482 (in addition to the 100,370 shares owned directly by Mr. Swendrowski which will be contributed to Parent prior to the merger) which will be converted in the merger into the right to receive the merger price. The Filing Persons believe the willingness of these directors to receive the merger price for their shares further demonstrates their belief that the merger price is fair to the Public Shareholders.

        Substantive Fairness. In reaching its determination that the merger is substantively fair to the Public Shareholders, the Filing Persons considered a number of factors, including:

• Arms’ Length Negotiations with Sophisticated Parties. The Filing Persons believe that the negotiations with the Bank Group regarding the sale of its Common Stock to Parent constitutes an important factor in determining substantive fairness of the merger price. As described under “Background of the Merger,” the merger price was determined primarily by reference to the price at which sophisticated and unaffiliated shareholders, who are members of Northland’s former bank group, agreed to sell their shares of Common Stock to Parent following arms’ length negotiations on a fully informed basis. Those negotiations were led by U.S. Bank, Northland’s largest current shareholder apart from Sun Northland. As one of the largest commercial lenders in the United States, U.S. Bank has significant experience in evaluating investments and determining future prospects of both companies and the industries in which those companies compete. In addition, as a former member of Northland’s bank group, U.S. Bank has extensive knowledge of Northland and its operations, and is capable of evaluating its future prospects – and as a commercial lender to other companies in Northland’s industry, has extensive knowledge of that industry and potential future industry trends. Mr. Swendrowski believes U.S. Bank received all of the information regarding Northland and its prospects that it deemed necessary to make a fully informed investment decision, and engaged in truly arms’ length negotiations with representatives of Parent in reaching a sale price that it found acceptable.

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• Fairness Opinion. The Filing Persons gave considerable weight to the opinion of Stephens, the financial advisor to the Parent’s board of directors, in connection with its evaluation and negotiation of the merger price. Stephens delivered its written opinion to the Parent’s board of directors, dated September 21, 2005, to the effect that, as of that date, the price of $0.21 is fair, from a financial point of view, to the Public Shareholders. The full text of this opinion is attached as Exhibit A to this Schedule 13E-3. We urge you to read Stephens’ opinion in its entirety for a description of the procedures followed and factors considered in connection with the delivery of its opinion. See “Reports, Opinions, Appraisals and Negotiations.”

• Liquidation Value. The Filing Persons considered the merger price compared to the implied value available to holders of Common Stock in a liquidation of Northland, as determined by reference to analyses performed by Mr. Swendrowski and supported by analyses performed by Stephens in rendering its fairness opinion. As discussed in further detail under “Background of the Merger” and “Reports, Opinions, Appraisals and Negotiations,” the liquidation analyses undertaken by Mr. Swendrowski and by Stephens implied liquidation values available to holders of Common Stock in a liquidation of Northland ranging from $0.16 to $0.20 per share (giving effect to the distribution of a $0.09 per share special cash dividend by Northland on its common stock on August 11, 2005). The Filing Persons believe that the $0.21 per share merger price represents a fair price to the Public Shareholders when compared to expected values of Northland’s assets upon liquidation.

• Going Concern Value. The Filing Persons believe that Northland’s going concern value may be lower than its value in liquidation and, as a result, placed more emphasis on liquidation values in determining the substantive fairness of the merger price. As previously disclosed, following the sale of Northland’s branded juice business and nine cranberry marshes, Northland’s business currently consists primarily of growing and purchasing cranberries and selling cranberry juice concentrate to Apple & Eve and Ocean Spray (as discussed below under “Background of the Merger”). In the absence of the branded juice business and a portion of its former cranberry producing properties, as previously disclosed, Mr. Swendrowski anticipates significantly reduced revenues in fiscal 2006 and beyond, and anticipates EBITDA in the $1-3 million range for at least the duration of the toll processing agreement with Ocean Spray. In addition, (i) while Northland’s sources of revenue on a going concern basis will likely remain stable during the terms of the toll processing agreement with Ocean Spray and the supply agreement with Apple & Eve, the levels of revenue as well as expense will remain dependent upon the prevailing market price for cranberries, which Mr. Swendrowski expects to decrease in the short term due to current industry levels of inventory as well as expected large harvests from the fall 2005 growing season; and (ii) Northland cannot be assured of renewing the existing contracts with its contract growers upon expiration of those contracts, which adds uncertainty to Northland’s future sources of cranberries and cranberry prices on a going concern basis.

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• Liquidity. The Filing Persons believe that the liquidity that would result from the merger would be beneficial to the Public Shareholders because the Filing Persons’combined ownership of approximately 84.0% of the outstanding shares of Northland Common Stock (prior to the purchase by the Parent of shares from the Bank Group) results in an extremely small public float that limits the amount of trading and increases the spread between the bid and ask quotes for Northland’s shares on the OTC Bulletin Board. For example, for the three month period ended July 28, 2005 (prior to the public announcement of a $0.09 per share special cash dividend paid on August 11, 2005), Northland’s average daily trading volume on the OTC Bulletin Board was less than 10,000 shares, or approximately (i) 0.2% of the total “public float” (meaning the shares issued and outstanding other than the shares owned by the Filing Persons, Wells Fargo, ARK CLO and the Bank Group), (ii) 0.06% of the total shares issued and outstanding (other than the shares owned by Sun Northland), and (iii) less than 0.01% of the total shares issued and outstanding. The Filing Persons believe this small public float and daily trading volume means Northland’s shareholders are able to sell only a very small number of shares before causing the stock price to decrease measurably. For the same period, the Filing Persons believe the average closing bid/ask spread for Northland’s common stock was $0.07, or approximately 19% of the average last sale price for that period. The Filing Persons believe this is a significantly above average spread which demonstrates the inefficiency of the market for the Common Stock and further contributes to the illiquidity of Northland’s shares. Also, the significant percentage of shares held by the Filing Persons decreases the likelihood that a proposal to acquire the shares by an independent entity could succeed without the consent of the Filing Persons, which the Filing Persons believe is another reason why the liquidity provided by the merger would be beneficial to the Public Shareholders. Finally, the liquidity that would result from the merger means the Public Shareholders will generally be eligible to receive capital gain or loss tax treatment for their proceeds and avoid paying brokerage commissions and fees otherwise potentially incurred in selling Northland’s shares.

• Total Return. The Filing Persons also considered the aggregate total return to Northland’s shareholders since Northland’s public announcement of a $0.33 per share special cash dividend on November 16, 2004. The average per share closing price of the Common Stock for the three months prior to public announcement of the special dividend was approximately $0.65 per share. Combining the $0.21 per share merger price with the $0.33 per share special dividend paid on December 1, 2004 and the $0.09 per share special dividend paid on August 11, 2005 yields a cash return to shareholders who have held shares since prior to November 16, 2004 of $0.63 per share. In light of the valuation analyses done by Mr. Swendrowski, this total cash return amount contributed to the Filing Persons’ determination that the $0.21 per share price was fair to the Public Shareholders.

• Northland’s Financial Performance, Condition, Business Operations and Prospects. The Filing Persons believe the merger price to be attractive in light of Northland’s current financial performance, profitability, and growth prospects as discussed above under “Special Factors — Fairness of the Merger — Factors Considered in Determining Fairness — Going Concern Value.” In addition, the merger would shift the risk of Northland’s future financial performance from the Public Shareholders, who do not have the power to control decisions made as to Northland’s business, entirely to Parent, who does have the power to control Northland’s business and who has access to the resources to manage and bear the risks inherent in the business over the long term.

        Negative Considerations. In reaching its determination that the merger is both procedurally and substantively fair to the Public Shareholders, the Filing Persons also considered several negative factors, including

• Termination of Participation in the Future Growth of Northland. Following the successful completion of the merger, the Public Shareholders would cease to participate in the future earnings or growth, if any, of Northland or benefit from increases, in any, in the value of their holdings in Northland.

• Ability of Bank Group to Sell Shares. While the Filing Persons believe that the negotiations with the Bank Group regarding the sale of its Common Stock to Parent constitutes an important factor in determining substantive and procedural fairness of the merger price for the reasons described above, the Filing Persons also considered the potential impact of the size of the Bank Group’s holdings and the existing rights of first refusal applicable to the sale of the Bank Group’s shares imposed by the Northland Stockholders’ Agreement on the Bank Group’s willingness to sell its shares at the negotiated price. Particularly, the significant number of shares held by the Bank Group and the rights of first refusal applicable to sales of Common Stock by the Bank Group may or may not have affected the price at which the Bank Group would be willing to sell. In addition, in the course of negotiations with the Bank Group, the Filing Persons believe the Bank Group likely understood that Sun Northland controls enough of Northland’s aggregate voting power to effect a “going private” transaction in a form other than a short-form merger. Nevertheless, the Filing Persons believe that, because of the sophistication of the Bank Group and the importance to the Sun Group of ongoing positive relationships with its potential lenders, the negotiated price represents an appropriate indication of fairness, and that the other factors discussed above did not impact the Bank Group’s decision to accept the negotiated price.

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• Conflicts of Interest. The financial interests of the Filing Persons are adverse as to the merger price to the financial interests of the Public Shareholders. In addition, officers and directors of the Parent have actual or potential conflicts of interest with the merger, discussed in further detail under “Conflicts of Interest.” Certain officers and directors of Parent are also officers and directors of Northland.

• No Public Shareholder Approval. Since the merger will be conducted pursuant to the “short-form” Wisconsin merger statute, the Public Shareholders will not have an opportunity to vote on the merger.

• Current and Historical Market Prices. On July 27, 2005 (the day prior to announcing the $0.09 per share dividend on the Common Stock paid on August 11, 2005), the closing price for the Common Stock was $0.33 per share, and the closing price on the day prior to the public announcement of the merger was $0.37. The merger price represents a discount to current and historical market prices of Northland’s stock.

        Other. The Filing Persons also considered, but did not factor into their assessment of a fair merger price to the Public Shareholders, the following:

• Net Book Value Per Share. Net book value per share is calculated as Northland’s assets minus its liabilities, divided by total outstanding shares. As of May 31, 2005, net book value was $0.45 per share (or $0.36 per share as adjusted to give effect to the $0.09 per share special cash dividend paid on August 11, 2005). The Filing Persons did not consider net book value to be meaningful in assessing the fairness of the merger price primarily because net book value is an accounting methodology based on historical cost and does not adequately reflect either current economic conditions and events or a company’s current or expected results of operations. The Filing Persons believe this is especially significant in Northland’s case, since (i) in the absence of the branded juice business and a portion of its former cranberry producing properties, as previously disclosed, Northland anticipates significantly reduced revenues in fiscal 2006 and beyond; and (ii) Mr. Swendrowski believes that the appraised value of certain cranberry marshes might be higher than the actual value that could be received in liquidation, primarily because short-term future prices of cranberries are expected to decrease due to current industry levels of inventory as well as expected large harvests from the fall 2005 growing season, and most of the remaining marshes had recently been offered for sale to Ocean Spray and were not sold at asking price (which was generally equivalent to the appraised value). In fact, Northland’s recent sale of its Fifield marsh (discussed below under “Negotiations or Contacts”) was for a price representing an approximate 25% discount to the appraised value. In addition, due to the difficulties inherent in valuing the Preferred Stock at any point in time (short of its redemption) given the “internal rate of return” calculation that determines its value, Northland’s net book value of $0.45 per share as of May 31, 2005 does not represent value available to shareholders of Common Stock upon liquidation since it does not take into account any potential future value of the Preferred Stock.

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• Comparable Companies Analysis. Since the sale of its branded juice business, Northland’s business operations consist primarily of growing and purchasing cranberries and selling cranberry juice concentrate to Apple & Eve and Ocean Spray, and its primary properties are cranberry marshes. The Filing Persons believe that, given the specialized nature of the cranberry industry and limited, unique market for cranberry marshes, there are no other publicly traded companies whose primary business is similar enough to Northland’s to allow for meaningful value comparisons between Northland and other such companies. As a result, the Filing Persons did not undertake, and did not consider in connection with determining the fairness of the merger price, any analysis of valuation implied by the results of operations or asset values of, or recent transactions involving, other publicly traded companies.

Approval of Security Holders

        Since the merger is being effected as a short form merger under Section 180.1104 of the WBCL, it does not require approval by Northland’s shareholders (other than approval by the board of directors of Parent).

Approval of Directors of Northland

        Since the merger is being effected as a short form merger under Section 180.1104 of the WBCL, it does not require approval by Northland’s board of directors.

Unaffiliated Representative

        The Filing Persons did not retain a representative to act on behalf of the Public Shareholders in determining whether to effect the merger or the merger price. However, as described above under “Special Factors — Fairness of the Merger — Factors Considered in Determining Fairness – Arms’ Length Negotiations with Sophisticated Parties,” the Filing Persons believe the negotiations with the Bank Group that formed the basis for the merger price provide essentially the same form of procedural protection as an unaffiliated representative of the minority.

        No provision was made by the Filing Persons in connection with the merger to grant unaffiliated security holders access to Northland’s or the Filing Persons’ corporate files or to obtain counsel or appraisal services at the expense of the Filing Persons.

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Other Offers

        Except as described under “Background of the Merger” and “Negotiations or Contacts,” no firm offers have been made in the last two years for:

• the merger or consolidation of Northland with or into another company, or vice versa;

• the sale or other transfer of all or any substantial part of the assets of Northland; or

• a purchase of Northland's securities that would enable the holder to exercise control of the subject Company.

        However, as discussed further under “Specific Terms of the Merger – Future Operations,” and consistent with Northland’s previously announced exploration of strategic alternatives, Northland after the merger may continue to seek the sale of its remaining marshes and potentially the assignment of its toll processing agreement with Ocean Spray, supply agreement with Apple & Eve and agreements with its contract growers, or we may seek to undertake other strategic transactions involving the company and its operations, properties and assets. See also “Information About the Filing Persons – Significant Corporate Events.”

REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS

Opinion of Financial Advisor

        On August 12, 2005, Parent’s board of directors engaged Stephens to act as its financial advisor with respect to the potential merger. On September 21, 2005, Stephens Inc. rendered its oral opinion (subsequently confirmed in writing on September 21, 2005) to the Parent’s board of directors that as of such date, and based upon and subject to certain matters stated in its written opinion, from a financial point of view, the cash consideration being given to the Public Shareholders in the merger was fair to the Public Shareholders.

        Although Stephens evaluated the fairness, from a financial point of view, of the cash consideration to be offered to the Public Shareholders in the merger, the amount of the consideration was determined by the Parent’s board of directors and was based, in part, on arm’s length negotiations between the Parent and the Bank Group regarding the consideration ultimately received by the Bank Group for its shares of Common Stock. The Parent did not provide specific instructions to, or place any limitation on, Stephens with respect to the procedures to be followed or factors to be considered by Stephens in performing its analyses or providing its opinion.

        The full text of Stephens’ written opinion, dated September 21, 2005, is attached as Exhibit A to this Schedule 13E-3. The Public Shareholders may read Stephens opinion for a discussion of the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Stephens in rendering its opinion. The following is a summary of the material financial analyses presented by Stephens to the Parent’s board of directors on September 21, 2005 in connection with the rendering of its oral opinion on that date.

        Stephens’ advisory services and opinion were provided for the information and assistance of the Parent’s board of directors in connection with its consideration of the merger. Stephens was not requested to opine as to, and its opinion does not address, (1) the Parent’s underlying business decision to proceed with or effect the merger or (2) the relative merits of the merger in comparison to other alternatives for Northland.

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        In arriving at its opinion, Stephens reviewed and analyzed the following material information:

• Publicly available information regarding Northland that Stephens believed to be relevant to its analysis;

• Certain internal information, including internal financial reports and statements and other financial and operating data (including financial projections) concerning Northland which were prepared by Northland’s management;

• Historical trading activity and reported prices for the Common Stock;

• The financial performance of Northland compared with that of certain other comparable publicly-traded companies that Stephens deemed relevant;

• The financial terms, to the extent publicly available, of certain comparable transactions which Stephens deemed relevant;

• The Stock Purchase Agreement with the Bank Group dated September 26, 2005 and other documents relevant to the merger;

• Based on discussions with Northland’s management, the operations of and future business prospects for Northland and the anticipated financial consequences of the merger to Northland; and

• Other such analyses that Stephens deemed appropriate.

        In arriving at its opinion, Stephens assumed and relied upon the accuracy and completeness of the financial and other information used by Stephens without independently verifying such information and further relied upon the assurances of the management of Northland that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial projections and estimates of Northland, upon advice from Northland, Stephens Inc. assumed that such projections and estimates had been reasonably prepared on a basis reflecting the best currently available information, assessments and judgments of the management of Northland as to the future financial performance and condition of Northland. Stephens’ opinion necessarily is based upon market, economic and other conditions as they existed on, and can be evaluated as of, the date of its opinion.

        In connection with rendering its opinion, Stephens performed certain financial, comparative and other analyses as described below. In addition to such analyses, Stephens also considered the price of $0.21 per share, which was established between the Parent and the Bank Group for the purchase of the Bank Group’s Common Stock, to be a relevant factor in evaluating the fairness of the merger price. This purchase price was agreed upon following arms length negotiations among sophisticated financial firms. Stephens also evaluated certain qualitative factors regarding the purchase of the Bank Group’s Common Stock including the transfer restrictions associated with the stock and the importance of the stock in facilitating the proposed Transaction. In arriving at its opinion, Stephens did not ascribe a specific range of value to the Common Stock, but rather made its determination as to the fairness, from a financial point of view, to the Public Shareholders of the cash consideration being offered to such shareholders in the merger on the basis of financial and comparative analyses. The preparation of a fairness opinion involves various determinations as to the most appropriate and relevant methods of financial and comparative analysis and the application of those methods to the particular circumstances, and therefore, such an opinion is not readily susceptible to summary description. Furthermore, in arriving at its opinion, Stephens did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Stephens believes that its analysis must be considered as a whole and that considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion. In its analyses, Stephens made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of both the Parent and Northland. None of the Parent, Northland, Stephens or any other person assumes responsibility if future results are materially different from those discussed. In addition, analyses relating to the value of businesses do not purport to be appraisals or to reflect the prices at which businesses may actually be sold.

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        The following is a summary of the material financial analyses used by Stephens in connection with rendering its opinion to the Parent’s board of directors. Some of the summaries of the financial and comparative analyses include information presented in tabular format. In order to fully understand the methodologies used by Stephens and the results of its financial and comparative analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial and comparative analyses. Accordingly, the information presented in the tables and described below must be considered as a whole. Considering any portion of such analyses and of the factors considered, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying Stephens Inc.‘s opinion.

Summary of Analysis

        Historical Stock Trading Analysis

        Stephens reviewed the historical trading prices and volumes for the Common Stock for the two-year period ended September 19, 2005. Using the closing price of the Common Stock on September 19, 2005, Stephens analyzed the consideration to be received by the Public Shareholders pursuant to the merger. The proposed offer price of $0.21 per share represents a 40.7% discount to the 60-day average price of $0.35 per share and a 40.8% discount to the closing price on September 19, 2005 of $0.36 per share. In evaluating the fairness of the merger price compared to current and historical market prices, Stephens also considered the following factors:

• During the last year, Northland has sold a substantial amount of its operating assets and returned proceeds to shareholders via special cash dividends of $0.33 per share on December 1, 2004 and $0.09 per share on August 11, 2005.

• Approximately 95% of the Common Stock is controlled by the Filing Persons and does not trade.

• Over the last 60 days, Northland has had less than $10,000 of average daily trading volume.

• As a further example of the Common Stock’s illiquidity, on July 27, 2005 (the day prior to announcing the $0.09 per share special dividend related the Company’s divestiture of its branded juice assets) the closing stock price was $0.33 per share. The closing price on August 12, 2005 (the day after the dividend had been paid) was also $0.33 per share or unchanged from the preannouncement stock price.

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• The potential value associated with Northland’s Preferred Stock could reduce the proceeds to common shareholders by as much as $0.04 to $0.07 per share, or more, depending upon the timing and circumstances of the ultimate redemption of those shares pursuant to their terms.

• Given the complex and contingent nature of the Preferred Stock, its estimated value is potentially not reflected in the current stock price.

        Analysis of Contemplated Merger Price

        For comparison purposes, the following table represents the results of Stephens’ analysis based on the merger price of $0.21 per share (dollars in thousands, except per share):

        Selected Comparable Company Analysis

        Stephens reviewed and compared certain financial information for Northland to the corresponding financial information and public market multiples for the following publicly-traded companies:

• Fresh Del Monte Produce, Inc.;

• Chiquita Brands International, Inc.;

• Alico, Inc.;

• Maui Land & Pineapple Company, Inc.; and

• Seneca Foods Corporation.

        Although none of the selected companies are directly comparable to Northland, the companies included were chosen because they are publicly-traded companies with operations that for purposes of analysis may be considered similar to certain operations of Northland.

        Stephens calculated and compared various financial multiples based on the most recent publicly available information, I/B/E/S International Inc., or IBES, estimates and research reports. With respect to the selected companies, Stephens calculated:

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• Equity value, which is the market value of common equity (on a fully diluted basis);

• Enterprise value, which is equity value plus net debt (the book value of debt less cash and marketable securities), as a multiple of latest twelve months, or LTM, and estimated years 2005 and 2006 revenue;

• Enterprise value as a multiple of LTM and estimated years 2005 and 2006 earnings before interest, taxes and depreciation and amortization, or EBITDA;

• Enterprise value as a multiple of LTM and estimated years 2005 and 2006 earnings before interest and taxes, or EBIT; and

• Equity value as a multiple of LTM and estimated years 2005 and 2006 net income.

        The results of these analyses are summarized as follows:

        Selected Comparable Transaction Analysis

        Stephens analyzed certain publicly available information relating to the following selected completed transactions since January 2001:

• Sun World International / Black Diamond Capital;

• Riviana Foods / Ebro Puleva, S.A.;

• Standard Fruit & Vegtable / Fresh Del Monte Produce;

• Dole / David Murdock;

• Seminis / Fox Paine & Co.; and

• Stearns & Lehman / Kerry Group.

        For each of the selected transactions, Stephens calculated and compared enterprise value, or total transaction value, as a multiple of LTM Revenue, EBITDA and EBIT for the company being acquired.

        The following table presents the results of this analysis:

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        Because of the inherent differences between the businesses, operations, financial conditions and prospects of Northland and the businesses, operations, financial conditions and prospects of the companies selected for the comparable company analysis and the companies selected in the comparable transaction analysis, Stephens believed that it was inappropriate to rely solely on the quantitative results of the analysis, and accordingly, also made qualitative judgments concerning differences between the financial and operating characteristics of Northland and the companies selected for both the comparable company analysis and the comparable transaction analysis that would affect the public trading values of Northland and the comparable companies. Stephens concluded that such analysis was supportive of its opinion as to the fairness of the cash consideration being given to the Public Shareholders in the merger.

        Discounted Cash Flow Analysis

        Stephens performed a discounted cash flow analysis on Northland using Northland’s management projections for fiscal years 2006 and 2007. For fiscal years 2008 through 2010, Stephens used both a case involving no growth in EBITDA, depreciation and amortization and capital expenditures and a case involving 5.0% growth in EBITDA, depreciation and amortization and capital expenditures. Stephens calculated an implied net present value of free cash flows for Northland for fiscal years 2006 through 2010 using discount rates ranging from 15.0% to 25.0%. Stephens calculated an implied terminal value in the year 2010 based on multiples ranging from 7.0x EBITDA to 8.0x EBITDA and discounted these terminal values to an implied present value using discount rates ranging from 15.0% to 25.0%. This analysis indicated a range of implied present values for shares of the Common Stock of $0.09 to $0.14 per share for the no growth case and $0.10 to $0.15 per share for the 5.0% growth case.

        Liquidation Analysis

        Although Stephens is not aware of any liquidation plans for Northland, Stephens performed a liquidation analysis in order to understand the potential value to the Public Shareholders in the hypothetical event Northland was liquidated. In this analysis, Stephens estimated the residual value to the Public Shareholders after the liquidation of all Northland’s assets and the extinguishment of all its known and contingent liabilities. The values that underlie this analysis are based on Northland management estimates.

Calculation of Net Liquidation Value:
(Dollars in thousands, except per share)

Estimated Asset Value	$31,897-$32,497
Less: Estimated Liability Value	3,269
Less: Estimated Liquidation Costs	1,500
Estimated Gross Equity Value	27,128 - 27,728
Less: Series B Preferred Value Estimate	7,007 - 7,147
Net Equity Value to Common Shareholders	$20,121-$20,581
Equity Value to Common Shareholders per Share	$0.205-$0.210

        As a part of its investment banking activities, Stephens regularly issues fairness opinions and is continually engaged in the valuation of companies, and their securities in connection with business reorganizations, private placements, negotiated underwritings, mergers and acquisitions and valuations for estate, corporate and other purposes. The Parent selected Stephens because of its expertise, reputation and familiarity with Northland and the cranberry industry.

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Fees

        As compensation for services in connection with the merger, which include the issuance of the fairness opinion, the Parent has agreed to pay Stephens a fee of $125,000 and reimburse it for all out of pocket expenses incurred in performing these services. In addition, the Parent has agreed to indemnify Stephens against certain liabilities that could arise from providing financial advice, including certain liabilities that could arise from providing the fairness opinion. Stephens also has performed various investment banking activities for Northland in the past (including acting as financial advisor regarding the sale of assets to Ocean Spray Cranberries, Inc. and also the sale of assets to Apple & Eve, Inc.) During the past two years, Northland has paid Stephens approximately $1,375,000 in connection with these services. Also, Stephens’ senior investment banker for these previous and current engagements is an investor in one or more funds sponsored by Sun Capital Partners, Inc., including a fund that has an investment in Northland. Sun Capital Partners, Inc. is an affiliate of Sun Northland. Stephens has in the past and may in the future provide additional investment banking services for Sun Capital Partners, Inc. In the ordinary course of business, Stephens may actively trade in the equity securities of Northland for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities.

INFORMATION ABOUT NORTHLAND

        Northland’s principal executive offices of Northland are located at 2321 West Grand Avenue, P.O. Box 8020, Wisconsin Rapids, Wisconsin 54494-8020, and its telephone number is (715) 424-4444.

        The Common Stock is quoted on the OTC Bulletin Board under the symbol “NRCNA.” The following table sets forth the high and low sales prices per share of Common Stock as quoted on the OTC Bulletin Board for each quarter during the past two years. The range of sale prices listed for each quarter includes intra-day trading prices. These quotations represent inter-dealer prices, without retail mark-up, mark-down, or commissions, and may not necessarily represent actual transactions.

	HIGH	LOW
FISCAL YEAR ENDED AUGUST 31, 2005:
1st Quarter	$0.82	$0.56
2nd Quarter	$0.72	$0.46
3rd Quarter	$0.43	$0.33
4th Quarter	$0.50	$0.28
FISCAL YEAR ENDED AUGUST 31, 2004:
1st Quarter	$0.80	$0.48
2nd Quarter	$0.87	$0.68
3rd Quarter	$0.94	$0.60
4th Quarter	$0.70	$0.57

        As of September 26, 2005, a total of 94,090,496 shares of Common Stock and 100 shares of Preferred Stock were issued and outstanding. The closing sale price per share of Common Stock as quoted on the OTC Bulletin Board on September 26, 2005 (the date immediately prior to public announcement of the merger and associated transactions) was $0.37. The most recent closing sale price per share of Common Stock as quoted on the OTC Bulletin Board prior to the date of this Schedule 13E-3 was $0.37, on ____________, 2005.

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        A special cash dividend of $0.09 per share of Common Stock was paid on August 11, 2005 to all shareholders of record as of the close of business on August 8, 2005. A special cash dividend of $0.33 per share of Common Stock was paid on December 1, 2004 to all shareholders of record as of the close of business on November 26, 2004. Except for the dividends set forth above, Northland has not paid any dividends in the last two years. To the knowledge of the Filing Persons, after due inquiry, the current and future ability of Northland to pay dividends is not subject to any restriction other than applicable statutory restrictions under Wisconsin law.

        Northland files annual, quarterly and current reports, proxy statements and other documents with the SEC under the Exchange Act. Northland’s SEC filings made electronically through the SEC’s EDGAR system are available to the public at the SEC’s website at http://www.sec.gov. Other documents Northland files with the SEC may be read and copied at the SEC’s public reference room located at 450 Fifth Street, NW, Washington, DC 20549. Please call the SEC at (800) SEC-0330 for further information on the operation of the public reference room.

Financial Information

        The audited financial statements for the fiscal years ended August 31, 2003 and 2004 are incorporated herein by reference from Item 8 of Northland’s Annual Report on Form 10-K for the fiscal year ended August 31, 2004.

        The unaudited balance sheet, comparative year-to-date income statements and related earnings per share data, statement of cash flows, and comprehensive income for the period ending May 31, 2005 are incorporated herein by reference from Item 1 of Northland’s Quarterly Report on Form 10-Q for the period ended May 31, 2005.

        Northland’s book value per share as of August 31, 2004 was approximately $0.68 (which does not take into account the special cash dividends of $0.33 and $0.09 per share declared subsequent to August 31, 2004), and $0.45 as of May 31, 2005 (which does not take into account the special cash dividend of $0.09 per share declared subsequent to May 31, 2005).

INFORMATION ABOUT THE FILING PERSONS

Parent

        (a)     NAME AND ADDRESS.

        Parent’s principal offices are located at 2321 West Grand Avenue, P.O. Box 8020, Wisconsin Rapids, Wisconsin 54494-8020, and its telephone number is (715) 424-4444. Following the contributions of shares to Parent pursuant to the Contribution Agreement and the purchase by Parent of shares of Common Stock from the Bank Group, and immediately prior to the merger, Parent will own 91,650,283 shares of Common Stock, which are expected to represent approximately 94.9% of the then outstanding Common Stock, and 100 shares of Preferred Stock, which will represent 100% of the then outstanding Preferred Stock at such time.

        (b)     BUSINESS AND BACKGROUND OF ENTITIES.

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        Parent, a Wisconsin corporation, was formed for the sole purpose of merging with Northland and has no independent business operations. During the last five years, Parent has not been convicted in a criminal proceeding and Parent was not a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Parent was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.

        (c)     BUSINESS AND BACKGROUND OF NATURAL PERSONS.

        The name, business address, position with Parent, principal occupation, five-year employment history and citizenship of each of the officers and directors of Parent, together with the names, principal businesses and addresses of any corporations or other organizations in which such principal occupations are conducted, are set forth on Schedule I hereto. During the last five years, none of the persons listed in Schedule I has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the persons listed in Schedule I was a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of such persons was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.

Sun Group

        (a)     NAME AND ADDRESS.

        The business address of each entity within the Sun Group is 5200 Town Center Circle, Suite 470, Boca Raton, Florida 33486, and its telephone number is (561) 394-0550. Sun Northland directly owns 78,844,820 shares of Common Stock, or approximately 83.8% of the issued and outstanding Common Stock as of September 26, 2005 (and approximately 81.6% of the issued and outstanding Common Stock as of such date on a fully diluted basis, excluding exercisable options to purchase Common Stock), and may be deemed to beneficially own an additional 12,705,093 shares of Common Stock currently beneficially owned by Wells Fargo, Ableco, ARK CLO and the Bank Group by virtue of the power to vote those shares pursuant to the Northland Stockholders’ Agreement. Sun Northland also owns 100 shares of common stock of Parent, which are the only shares of Parent’s capital stock currently outstanding. In addition, following the contributions of shares to Parent pursuant to the Contribution Agreement and the purchase by Parent of shares of Common Stock from the Bank Group, and immediately prior to the merger, Sun Northland will be deemed to beneficially own 99.9% of the common stock of Parent.

        (b)     BUSINESS AND BACKGROUND OF ENTITIES.

        Sun Northland is a Delaware limited liability company. Sun Capital Partners II, LP, a Delaware limited partnership (“Sun Partners LP”), owns a majority of the membership interests in Sun Northland. Sun Capital Advisors II, LP, a Delaware limited partnership (“Sun Advisors”), is the general partner of Sun Partners LP. Sun Capital Partners, LLC, a Delaware limited liability company (“Sun Partners LLC”) is the general partner of Sun Advisors. Each of Sun Partners LP, Sun Advisors and Sun Partners LLC may be deemed to beneficially own all of the shares of Common Stock beneficially owned by Sun Northland. Each of Sun Northland, Sun Partners LP, Sun Advisors and Sun Partners LLC is involved principally in the business of making investments. The business address of each of Sun Partners LP, Sun Advisors and Sun Partners LLC is 5200 Town Center Circle, Suite 470, Boca Raton, Florida 33486. During the last five years, none of Sun Northland, Sun Partners LP, Sun Advisors or Sun Partners LLC has been convicted in a criminal proceeding, and none of Sun Northland, Sun Partners LP, Sun Advisors or Sun Partners LLC was a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of Sun Northland, Sun Partners LP, Sun Advisors or Sun Partners LLC was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.

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        (c)     BUSINESS AND BACKGROUND OF NATURAL PERSONS.

        Marc J. Leder and Rodger R. Krouse, both of whom are directors of Northland, each own 50% of the membership interests of Sun Partners LLC and may be deemed to control Sun Northland, Sun Partners LP, Sun Advisors and Sun Partners LLC. The business address of each of Messrs. Leder and Krouse is 5200 Town Center Circle, Suite 470, Boca Raton, Florida 33486. Each of Messrs. Leder and Krouse may be deemed to beneficially own the shares of Common Stock owned by Sun Northland. Each of Messrs. Leder and Krouse is a citizen of the United States. Messrs. Leder and Krouse are principally engaged in merchant banking and the acquisition and operation of middle market companies through the entities that constitute the Sun Group. During the last five years, neither of Messrs. Leder or Krouse has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years neither of Messrs. Leder or Krouse was a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of such persons was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.

First Generation LLC

        (a)     NAME AND ADDRESS.

        First Generation LLC’s principal offices are located at 2321 West Grand Avenue, P.O. Box 8020, Wisconsin Rapids, Wisconsin 54494-8020, and its telephone number is (715) 424-4444. First Generation LLC owns 100 shares of Preferred Stock, or 100% of the Preferred Stock issued and outstanding as of September 26, 2005. In addition, following the contributions of shares to Parent pursuant to the Contribution Agreement and the purchase by Parent of shares of Common Stock from the Bank Group, and immediately prior to the merger, First Generation LLC will be deemed to beneficially own 100% of the preferred stock of Parent.

        (b)     BUSINESS AND BACKGROUND OF ENTITIES.

        First Generation LLC, a Wisconsin limited liability company, was formed for the sole purpose of holding the Preferred Stock and has no independent business operations. During the last five years, First Generation LLC has not been convicted in a criminal proceeding, and First Generation LLC was not a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which First Generation LLC was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.

        (c)     BUSINESS AND BACKGROUND OF NATURAL PERSONS.

        John Swendrowski is the managing member of First Generation LLC and owns a majority of its equity interests. There are no other executive officers or controlling persons of First Generation LLC. During the last five years, to the best knowledge of First Generation LLC, Mr. Swendrowski has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, to the best knowledge of First Generation LLC, Mr. Swendrowski has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.

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John Swendrowski

        (a)     NAME AND ADDRESS.

        The business address of Mr. Swendrowski is 2321 West Grand Avenue, P.O. Box 8020, Wisconsin Rapids, Wisconsin 54494-8020, and his business telephone number is (715) 424-4444. Mr. Swendrowski may be deemed to beneficially own 1,140,246 shares of Common Stock (including 961,394 vested options to purchase Common Stock) or approximately 1.2% of Northland’s issued and outstanding Common Stock, and may be deemed to beneficially own the 100 shares of Preferred Stock, or 100% of Northland’s Preferred Stock, held by First Generation LLC. Mr. Swendrowski also holds options to purchase 1,005,144 shares of Common Stock (including the 961,394 vested options described in the previous sentence). In addition, following the contributions of shares to Parent pursuant to the Contribution Agreement and the purchase by Parent of shares of Common Stock from the Bank Group, and immediately prior to the merger, Mr. Swendrowski will be deemed to beneficially own 0.01% of the common stock of Parent and 100% of the preferred stock of Parent.

        (b)     BUSINESS AND BACKGROUND OF ENTITIES.

        Not applicable.

        (c)     BUSINESS AND BACKGROUND OF NATURAL PERSONS.

        Mr. Swendrowski principal occupation is the Chairman and Chief Executive Officer of Northland. Mr. Swendrowski has held such positions since 1987. Mr. Swendrowski is a citizen of the United States.

        During the last five years Mr. Swendrowski has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and was not a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of such persons was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.

Prior Stock Purchases

        In connection with the sale of certain marshes to Ocean Spray (discussed below under “Background of the Merger”), although not required to do so by law, Northland’s board of directors extended dissenters’ rights to shareholders pursuant to the WBCL. Shareholders owning in the aggregate 1,137 shares of Common Stock exercised dissenters’ rights. Beginning on or about June 10, 2005, Northland paid those shareholders $0.23 per share of Common Stock as the “fair value” in connection therewith.

Transactions

        Except as described below, there have been no transactions during the past two years between (i) any of the Filing Persons or, to the best knowledge of the Filing Persons, any of the persons listed on Schedule I and (ii) Northland or any of its affiliates that are not natural persons where the aggregate value of such transactions is more than one percent of Northland’s consolidated revenues for (1) the fiscal year in which the transaction occurred, or (2) with respect to the current year, the past portion of the current fiscal year, except as described in the following paragraphs.

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        Northland is party to a management services agreement with Sun Capital Partners Management, LLC (“Sun Management”), pursuant to which, among other things, Northland receives financial and management consulting services from Sun Management in exchange for an annual fee generally equal to the greater of $400,000 or 6% of Northland’s EBITDA (as defined therein). Sun Management is wholly owned by Sun Advisors, the general partner of which is Sun Partners LLC (of which Marc J. Leder and Rodger R. Krouse, both of whom are directors of Northland, each own 50% of the membership interests), and the limited partners of which include among others Messrs. Leder, Krouse, Clarence E. Terry, Kevin J. Calhoun and T. Scott King (all of whom are among Northland’s directors). During fiscal 2004, Northland paid approximately $699,213 to Sun Capital Partners Management, LLC pursuant to the terms of the management services agreement, and Northland anticipates paying approximately $495,000 in fiscal 2005. See “Information About the Filing Persons – Sun Northland.”

        Northland’s interests in real and personal property are insured against certain losses and damages, subject to various exclusions, under a global all risk insurance policy issued to Sun Capital Partners, Inc. (an affiliate of Sun Northland) and its affiliated, subsidiary and associated companies. On May 10, 2003, Northland experienced a fire at its warehouse facility in Eau Claire, Michigan. The warehouse facility was vacant at the time and Northland lost no inventory in the fire. Under the terms of the insurance policy, losses are valued at (i) the replacement cost new on the same premises as of the date of replacement (approximately $2.6 million), or (ii) in the event a new facility is not built at the same or another site, the actual cash value of the facility at the time of loss subject to deductions for depreciation (approximately $1.7 million). Covered losses under the policy are payable to Sun Capital Partners, Inc. or its designee. Northland did not intend to build a new facility which qualified as replacement property under the policy. However, another of Sun Capital Partners, Inc.‘s affiliated companies, Wickes Furniture Company, Inc. (“Wickes”), did incur expenses related to qualifying replacement property which, as a result, allowed Northland to recover approximately $2.6 million from the insurance carrier. To fairly compensate Wickes, Northland paid Wickes approximately $400,000 as reimbursement for certain qualifying expenses incurred. As a result, Northland received a benefit of approximately $530,000 in excess of the actual cash value of the facility at the time of loss, net of depreciation, and Wickes received a benefit of approximately $400,000.

        A special cash dividend of $0.09 per share of Common Stock was paid on August 11, 2005 to all shareholders of record as of the close of business on August 8, 2005. As a result of that dividend, (i) Sun Northland received $7,096,034 with respect to shares of Common Stock beneficially owned by it, and (ii) John Swendrowski received $16,097 with respect to shares of Common Stock beneficially owned by him. In addition, a special cash dividend of $0.33 per share of Common Stock was paid on December 1, 2004 to all shareholders of record as of the close of business on November 26, 2004. As a result of that dividend, (i) Sun Northland received $26,018,791 with respect to shares of Common Stock beneficially owned by it, and (ii) John Swendrowski received $59,021 with respect to shares of Common Stock beneficially owned by him.

        John Swendrowski, in his individual capacity, purchased (i) an approximate 0.01% interest in Sun Capital Partners III, LP, which is an investment fund controlled by the Sun Group, in January 2003 for a purchase price of $50,000; and (ii) less than a 0.01% interest in Sun Capital Partners IV, LP, which is an investment fund controlled by the Sun Group, in June 2005 for a purchase price of $100,000. Mr. Swendrowski is not an affiliate of Sun Capital Partners III, LP or Sun Capital Partners IV, LP. George R. Rea, in his individual capacity, purchased an approximate 0.01% interest in Sun Capital Partners III, LP in January 2003 for a purchase price of $50,000. Mr. Rea is not an affiliate of Sun Capital Partners III, LP.

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        During the past two years, except as described above, there have been no transactions between any of the Filing Persons or, to the best knowledge of the Filing Persons, any of the persons listed on Schedule I and any executive officer, director, or affiliate of Northland that is a natural person where the aggregate value of the transaction or series of similar transactions with such person exceeded $60,000.

Significant Corporate Events

        Except as described below under “Background of the Merger,” and except as described herein, there have been no negotiations, transactions, or material contacts that occurred during the past two years between (i) any of the Filing Persons or, to the best knowledge of the Filing Persons, any of the persons listed in Schedule I, and (ii) Northland and its affiliates concerning any merger, consolidation, acquisition, tender offer for or other acquisition of any class of Northland’s securities, elections of Northland’s directors, or sale or other transfer of a material amount of assets of Northland.

        Since the consummation of the sale of Northland’s branded juice business, in the course of further exploring potential ways to maximize shareholder value, Mr. Swendrowski has periodically discussed with Messrs. Leder and Krouse the possibility of his purchasing certain of Northland’s remaining assets. However, those conversations have been preliminary in nature, and there are no agreements, arrangements or understandings, written or otherwise, among Mr. Swendrowski or any of his affiliates and Messrs. Leder or Krouse, or Sun Northland, or any of their affiliates, regarding any future purchase of assets by Mr. Swendrowski. As previously disclosed, consistent with Northland’s previously announced exploration of strategic alternatives, Northland may continue to seek the sale of its remaining assets and potentially the assignment of its toll processing agreement with Ocean Spray, supply agreement with Apple & Eve and agreements with contract growers. These assets may be sold or assigned to one or more buyers, from time to time, through one or more transactions. Potential buyers of those assets may include Mr. Swendrowski and/or other affiliates.

BACKGROUND OF THE MERGER

        At its peak in terms of size and diversity of business operations early in fiscal year 2000, Northland (i) owned or operated 24 cranberry producing marshes and 2,524 planted acres in Wisconsin and Massachusetts; (ii) 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; (iii) manufactured and sold to retail distribution channels Northland brand 100% juice cranberry blends, Seneca and TreeSweet bottled and canned fruit beverages and frozen juice concentrate products, Northland brand fresh cranberries and frozen orange-flavored concentrate; (iv) manufactured and sold to industrial/ingredient customers cranberry juice concentrate, single-strength cranberry juice, cranberry juice puree, sweetened dried cranberries, chocolate-coated cranberries and frozen and whole sliced cranberries; and (v) owned and operated four bottling and packaging facilities which it utilized to bottle and package its products as well as to provide contract packaging services to third parties.

        Northland began to encounter operational difficulties in fiscal year 2000. The industry’s fall 1999 cranberry harvest represented the third consecutive nationwide bumper crop, adding more raw fruit to an already oversupplied industry. As a result, the per barrel price of cranberries continued to drop, resulting in general turmoil in the cranberry industry and forcing Northland to write down the value of its cranberry inventory by approximately $57.4 million. In addition, heavy price and promotional discounting by Ocean Spray and others throughout the fiscal year made it necessary for Northland to continue its relatively high levels of marketing and promotional spending in order to maintain sales levels and market share in the shelf-stable bottled cranberry beverage category. As a result, Northland incurred significant operating losses in fiscal year 2000, and began to explore potential strategic alternatives to improve profitability and continue to meet its debt obligations.

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        As part of this process, Northland sold its private label juice business to Cliffstar Corporation in March 2000, and then sold its manufacturing facility in Mountain Home, North Carolina and its private label and food service cranberry sauce business to Clement Pappas and Company, Inc. in June 2001. Despite these efforts, Mr. Swendrowski believes that continued heavy price and promotional discounting by Ocean Spray and other regional branded competitors resulted in lost distribution and decreased market share of Northland’s products in various markets. In addition, significant litigation with Cliffstar in connection with the sale of the private label business, certain inventory control and other operational difficulties, and the loss of certain key management diverted attention and resources from the pursuit of Northland’s key business operations. As a result of these and other factors, Northland defaulted under the terms of its loan agreements and encountered significant difficulty generating sufficient cash flow to meet its credit obligations on a timely basis. As Northland failed to make certain scheduled monthly interest payments under its revolving credit facility and failed to make other payments to third-party creditors, Northland’s management and board of directors reached the point where they believed that it was imperative to reach an agreement with Northland’s then-current bank group to refinance Northland’s bank debt, or else be forced to potentially liquidate or reorganize Northland in a bankruptcy proceeding in which its creditors would have likely received substantially less value and its shareholders would have likely been left holding shares without any value.

        In November 2001, Northland voluntarily delisted its class A common stock from trading on the Nasdaq National Market and consummated a series of transactions with Sun Northland and with members of its then-current bank group and its new secured lenders that resulted in the restructuring of Northland’s debt and equity capital structure and a change in control of the company. As a result of the restructuring, Sun Northland obtained approximately 77.3% of Northland’s fully-diluted shares of class A common stock and approximately 94.9% of its total voting power.

        Subsequent to the restructuring, Northland continued to scale back its operations in an effort to return to profitability. Northland took many steps in an attempt to achieve this goal, including closing and selling certain facilities and marshes, redistributing production volume to third-party contract manufacturers, terminating certain leases, selling an office facility in Wisconsin Rapids, reducing personnel and focusing on improving inventory control and other operations. In addition, in an attempt to improve its financial performance and increase shareholder value, Northland announced on November 19, 2003 that it had retained Stephens to serve as its financial advisor and assist it in evaluating various strategic alternatives, including, among other things, potential acquisitions, mergers, joint ventures, licensing arrangements or a potential sale of all, or a portion of, Northland’s businesses.

        On September 23, 2004, Northland entered into agreements with Ocean Spray pursuant to which Northland sold to Ocean Spray, among other assets, its concentrate processing plant, storage facility and certain offices located in Wisconsin Rapids, Wisconsin, for approximately $28 million, subject to certain adjustments and including a $2.5 million escrow (“Concentrate Business Sale”). As part of the consideration for the Concentrate Business Sale, Northland agreed with Ocean Spray to dismiss its then-pending antitrust law suit against Ocean Spray.

        In connection with the Concentrate Business Sale, Northland and Ocean Spray also entered into a ten-year toll processing agreement under which Northland agreed to deliver to Ocean Spray all of the cranberries harvested from (i) any of the cranberry marshes owned or leased by Northland during the term of the toll processing agreement and (ii) its then-existing and after-acquired grower contracts. Pursuant to the toll processing agreement, Ocean Spray will produce a certain allotment of cranberry concentrate to be provided to Northland on a monthly basis. Under the toll processing agreement, any portion of its monthly cranberry concentrate allotment that Northland does not request for delivery from Ocean Spray in any given month will be purchased by Ocean Spray at a price to be determined by Ocean Spray based on Ocean Spray’s trailing six-month average price at which it sold concentrate to third-party buyers.

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        Also in connection with the Concentrate Business Sale, Northland and Ocean Spray entered into an arrangement whereby Ocean Spray paid to Northland a non-refundable (but creditable) $5 million cash fee as consideration for an exclusive option to purchase up to 14 of Northland’s 17 cranberry marshes at prices that aggregate up to $47.5 million plus the value of deferred crop assets (“Marsh Option”).

        Following consummation of the Concentrate Business Sale, Northland entered into negotiations with Apple & Eve regarding a potential sale of Northland’s branded juice business. Northland’s management believed a sale of the branded juice business was in the best interests of the Company and its shareholders primarily because of (i) changes taking place in the fruit juice beverage industry that Northland’s management believed would require Northland to make significant additional investments in its branded juice business over the next two years in order to remain competitive; and (ii) the increasingly competitive nature of the branded juice market and the substantially greater financial, marketing, production and/or distribution resources enjoyed by many of Northland’s competitors. Specifically, management believed that Ocean Spray and others had recently devoted substantially more marketing resources in support of its products and in what Northland’s management believes was a targeted effort to reduce competitors’ (including Northland’s) market share. In addition, large multi-national beverage manufacturers and distributors like Coca Cola (Minute Maid) and Pepsi Cola (Tropicana) had been and are currently targeting the branded juice markets and have vast resources to expend and other competitive advantages over Northland in developing, marketing, selling and distributing branded juice products. The increased competitiveness and new, large multi-national competitors placed increasing pricing pressures on branded juice products and associated marketing activities. In order to effectively compete in this environment, Northland would likely have needed to significantly expand its marketing budget.

        Accordingly, on February 22, 2005 Northland entered into an agreement with Apple & Eve, pursuant to which Northland sold certain assets of its branded juice business, including: (i) certain raw materials, work-in-process and finished goods inventories; (ii) its interest in certain trade rights used or held for use in connection with the business and operation of the branded juice business, including rights related to the Northland trademark, certain trademarks held by its wholly owned subsidiary, NCI Foods, and rights to the Seneca trademark licensed from Seneca Foods Corporation; (iii) trade accounts receivable related exclusively to the branded juice business; (iv) a list of certain customers of the branded juice business and goodwill associated therewith; and (v) Northland’s rights in, to and under certain contracts, purchase orders and sales orders pertaining to the branded juice business. Apple & Eve also assumed selected liabilities associated with the branded juice business. As consideration for the purchased assets, Apple & Eve paid Northland, subject to a final working capital adjustment, approximately $10.8 million in cash.

        Northland also entered into a Concentrate Purchase and Supply Agreement with Apple & Eve under which (i) during the period February 22, 2005 to February 22, 2006 Apple & Eve will purchase Northland’s inventory of cranberry concentrate for an aggregate price equal to approximately $6.7 million and (ii) for the period beginning on October 1, 2005 and ending on the earlier of September 30, 2014 or the termination of the toll processing agreement with Ocean Spray, Apple & Eve has the option in each year to purchase on a monthly basis up to the total amount of cranberry juice concentrate available to Northland under its toll processing agreement with Ocean Spray at a price that does not exceed the price at which Northland can sell cranberry juice concentrate to Ocean Spray under the toll processing agreement.

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        On February 28, 2005, Northland received notice from Ocean Spray that it had assigned to four of its cranberry producing members its rights to receive title to ten of the fourteen cranberry marshes subject to the option agreement. Between May 20 and May 24, 2005, Northland consummated the sale of eight of the nine marshes for which executed purchase agreements were received. In each case, the Company sold (and the purchaser purchased), generally speaking, the real estate representing the applicable marsh and the personal property used exclusively in connection with the operation of the applicable marsh. The aggregate proceeds from the sale of the marshes was approximately $23.6 million (excluding the $5.0 million option fee paid to the Company by Ocean Spray during the first quarter of fiscal 2005). The sale of the ninth and final marsh for which an executed purchase agreement was received occurred on June 10, 2005. Subsequent to that time, Northland’s management has continued to seek potential buyers for certain of Northland’s remaining marshes.

        In connection with the marsh sales, Northland’s board of directors extended dissenters’ rights to Northland’s shareholders. John Swendrowski, Northland’s Chairman and Chief Executive Officer, and Nigel J. Cooper, Northland’s Vice President-Finance, undertook a financial analysis of the “fair value” of Northland’s common stock in order to determine the amounts that would be paid to any potential dissenting shareholders pursuant to applicable Wisconsin law. In connection therewith, pursuant to Wisconsin statutes, Messrs. Swendrowski and Cooper primarily undertook an analysis of Northland’s enterprise value on a “going concern” basis based on projected earnings before interest, taxes, depreciation and amortization (called “EBITDA”) for fiscal year 2005. In arriving at projected EBITDA for fiscal year 2005, Messrs. Swendrowski and Cooper began with projected fiscal year 2005 earnings before taxes of $4,880,777 and added to that number depreciation and amortization of $5,264,133 and interest expense of $1,817,947, and subtracted $5,140,373 (consisting of gains on the sales of assets minus certain non-recurring charges), to arrive at projected EBITDA for fiscal year 2005 of $6,822,484. Messrs. Swendrowski and Cooper then applied multiples of 4.5x, 5.5x and 6.5x and subtracted net debt of $22,139,984 and added cash and discounted escrow receivables of $7,050,717 to arrive at various estimates of enterprise value per share. Those estimates ranged from $0.16 per share to $0.30 per share. Prior to the declaration and payment of the $0.09 per share cash dividend on August 11, 2005, Northland’s board of directors approved paying $0.23 per share to dissenting shareholders holding a total of 1,137 shares as “fair value” for their shares pursuant to Wisconsin statute.

        Following the consummation of the sale of the branded juice business and the marsh sales, Northland’s business consisted primarily of (i) growing cranberries at its then-remaining eight marshes and delivering those cranberries to Ocean Spray for processing into cranberry juice concentrate pursuant to its toll processing agreement with Ocean Spray; (ii) purchasing cranberries from its 44 contract growers and delivering those cranberries to Ocean Spray for processing into cranberry juice concentrate pursuant to the toll processing agreement with Ocean Spray; (iii) selling cranberry juice concentrate to Apple & Eve pursuant to the supply agreement with Apple & Eve; and (iv) selling to Ocean Spray cranberry juice concentrate pursuant to the toll processing agreement with Ocean Spray that Northland does not otherwise sell to Apple & Eve.

        In late May, 2005, Mr. Swendrowski directed Northland’s outside legal counsel to provide Mr. Swendrowski with certain information regarding the legal and practical requirements of undertaking a potential going private transaction. Mr. Swendrowski believed that it was an appropriate time to consider a going private transaction primarily because:

• Northland would experience increased tangible and intangible costs associated with being a public company manifested principally by the July 2002 passage of the Sarbanes-Oxley Act of 2002 and particularly by Section 404 thereof, with which Northland would shortly be required to comply;

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• at this point in Northland’s business cycle, its remaining business of growing cranberries and selling cranberries and cranberry concentrate will likely not require Northland in the future to access the public capital markets, make acquisitions using stock, or otherwise take advantage of the benefits public companies sometimes realize; and

• given the nature of Northland’s remaining business, as well as the significant common stock holdings of Sun Northland, Mr. Swendrowski believed it was increasingly unlikely that a liquid trading market would be maintained for Northland’s stock, and the ability of Northland’s shareholders to sell their shares would be more limited than the ability of shareholders of many other publicly traded companies to sell their shares (which, among other things, impairs Northland’s ability to use stock options or other equity-based incentives to successfully attract and retain key employees).

        On June 6, 2005, Northland’s outside legal counsel delivered a memorandum to Mr. Swendrowski discussing such items as the estimated transactional costs of a potential going private transaction, alternative methods to effect a going private transaction, the potential advantages and disadvantages of going private, and the applicable fiduciary duties of directors in a going private transaction.

        Based in part on the information provided in the memorandum by outside counsel, in early June 2005, Mr. Swendrowski discussed a potential going private transaction with Marc Leder, Co-Chief Executive Officer of Sun Northland. The parties discussed, among other things,

• the relative advantages and disadvantages to Northland and its shareholders of undertaking a potential going private transaction;

• various alternative going private transaction structures, such as a reverse stock split; a merger with, or a tender offer by, a corporation controlled by Sun Northland; and a purchase by Sun Northland, or an acquisition subsidiary formed for that purpose, of the shares held by the Bank Group followed by a “short-form” merger with Northland;

• how to most effectively pursue a potential going private transaction of the size contemplated so that transaction costs would not significantly reduce the amount of funds otherwise available to pay to the Public Shareholders;

• various potential methods of determining a fair per share price to be paid to the Public Shareholders in a going private transaction, as well as associated issues such as the advisability of retaining a financial advisor;

• the fiduciary and legal obligations of directors in a potential going private transaction, including that the transaction must be “fair,” both in terms of procedure as well as price, to Northland’s Public Shareholders; and

• the requirements regarding preparation and filing of proxy materials and a Schedule 13E-3, as well as submitting such a proposal to a shareholder vote.

        Messrs. Swendrowski and Leder generally concurred that a going private transaction might be a desirable strategic alternative to consider further, provided one could be proposed and effected at a price and on terms fair to the Public Shareholders. Mr. Leder directed Mr. Swendrowski, on behalf of Sun Northland, to (i) further consider a potential going private transaction effected through a reverse stock split, and (ii) contact U.S. Bank (on behalf of the Bank Group) to determine, on a preliminary basis, whether the Bank Group would consider entering into negotiations with Sun Northland regarding a sale of the Bank Group’s shares of Common Stock to Sun Northland.

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        Following the early June discussion with Mr. Leder and through July 5, 2005, Mr. Swendrowski considered the various issues raised and discussed at the June meeting and conducted further analyses in an effort to determine whether a going private transaction could be structured and negotiated on acceptable terms. In particular, Mr. Swendrowski considered estimates of fiscal 2005 EBITDA giving effect to the marsh sale transactions as well as projected fiscal 2006 and fiscal 2007 EBITDA, as well as a liquidation analysis giving effect to the marsh sale transaction and Northland’s then-current financial position, to determine a potential range of per share values to utilize in negotiations with the Bank Group or to potentially pay to the Public Shareholders in a reverse stock split transaction. Mr. Swendrowski also continued to explore potential sales of one or more of Northland’s remaining cranberry bogs; however, no negotiations regarding such sales occurred during that time frame.

        In late June 2005, Mr. Swendrowski contacted Mr. Steve Tornio of U.S. Bank, holder of 4,658,873 shares of Common Stock (or approximately 5.0% of the current issued and outstanding shares of Common Stock) to determine whether Mr. Tornio would consider selling U.S. Bank’s shares of Common Stock to Sun Northland or an affiliate of Sun Northland. Mr. Tornio indicated his willingness to consider such a transaction, and Mr. Swendrowski agreed to meet on July 5, 2005 to consider and negotiate a potential price to be paid to U.S. Bank for its shares.

        On July 5, 2005, Mr. Swendrowski and Mr. Tornio met to discuss the potential transaction. Mr. Swendrowski provided Mr. Tornio with the liquidation analysis as well as EBITDA projections for fiscal 2005, 2006 and 2007. In connection with the liquidation analysis, the parties primarily discussed the potential liquidation values of Northland’s remaining cranberry marshes, as well as the potential values of Northland’s Preferred Stock in liquidation. Pursuant to appraisals conducted in December 2001, the remaining marshes had a market value of approximately $23.9 million. As of July 31, 2005, Northland’s net book value of those marshes was approximately $20.9 million. Mr. Swendrowski indicated his belief was that the appraised value and current book value were likely higher than the actual value that could be received in liquidation, primarily because (i) based on Mr. Swendrowski’s estimates and reports from Northland’s contract growers, the short-term future prices of cranberries are expected to decrease due to current industry levels of inventory as well as expected large harvests from the fall 2005 growing season, and (ii) most of the remaining marshes had recently been offered for sale to Ocean Spray or its assignees in connection with the Concentrate Business Sale and could not be sold at asking price (which was generally equivalent to the appraised value). With respect to the potential values of Northland’s Preferred Stock, the parties primarily discussed (i) the difficulties inherent in valuing the Preferred Stock at any point in time short of redemption given the “internal rate of return” calculation that determines its value, as well as (ii) a range of values of the Preferred Stock implied by assumptions regarding liquidation values of assets and timing of liquidation. Based on dividends paid to date on the Common Stock since the original issuance of the Preferred Stock in November, 2001, and assuming neither Sun nor its affiliates invest further in Northland, the parties determined that the Preferred Stock’s value in a current liquidation would be at least approximately $1.8 million, and, assuming Northland’s assets were sold for the values ascribed to them in the liquidation analysis, could be between approximately $5-6 million.

        Using a value of approximately $17.0 million for the remaining cranberry marshes and an assumed liquidation value range of the Preferred Stock of approximately $5-6 million, the liquidation value analysis yielded a range of values for the Common Stock of approximately $0.25-$0.26 (or $0.16-$0.17 after giving effect to the payment by Northland of a $0.09 special dividend per share of Common Stock on August 11, 2005).

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        The analysis of projected 2006 and 2007 EBITDA yielded potential values for the common stock that were significantly lower than the liquidation analysis, primarily due to the expected significant decline in revenue and operating profits in 2006 and 2007 resulting from the recent sales of nine cranberry marshes to assignees of Ocean Spray. As a result, Mr. Tornio focused the price negotiation on the liquidation analysis.

        Following these discussions, Mr. Tornio suggested that U.S. Bank might be willing to consider selling its Common Stock to Sun Northland or an affiliate of Sun Northland for a purchase price of $0.30 per share (or $0.21 after giving effect to the payment by Northland of a $0.09 special dividend per share of Common Stock on August 11, 2005). Mr. Swendrowski agreed to discuss Mr. Tornio’s proposal with Sun Northland, and Mr. Tornio agreed to discuss the proposal with the other members of the Bank Group. (At the time of this discussion, it was anticipated by Mr. Swendrowski that ARK CLO would be a member of the Bank Group and would sell its shares to the Parent along with U.S. Bank and Mid America. Mr. Swendrowski did not personally engage in negotiations with ARK CLO.)

        Shortly following the July 5 meeting, Mr. Swendrowski and Mr. Leder discussed the results of Mr. Swendrowski’s negotiations with Mr. Tornio. Among other things, Messrs. Swendrowski and Leder discussed:

• the relative advantages and disadvantages of pursuing a going private transaction through the purchase of shares from the Bank Group as opposed to a reverse stock split or other potential transaction; in particular, the procedural advantages to the Public Shareholders of receiving the same price in the merger as sophisticated, informed third parties receive in connection with an arms’ length negotiated sale;

• in the event the parties agreed to a price of $0.30 per share in the purchase of shares from the Bank Group (or $0.21 after giving effect to the payment by Northland of a $0.09 dividend per share of Common Stock on August 11, 2005), whether such price was substantively fair to pay to the Public Shareholders in the merger; and

• whether Sun Northland should retain an investment banker to render an opinion as to the fairness of such price, from a financial point of view, to the Public Shareholders in the merger.

        After discussion, Messrs. Leder and Swendrowski determined to pursue the purchase of the Bank Group’s shares by a newly-formed entity and subsequent merger of that entity into Northland. Mr. Swendrowski caused Parent to be incorporated and determined to hold the initial meeting of the directors of Parent on August 10, 2005.

        On August 10, 2005, Parent’s board of directors met by telephone to discuss the terms of the proposal and review negotiations with the Bank Group. Mr. Swendrowski provided the other directors with a thorough summary of his conversations with Mr. Tornio. The directors also reviewed their fiduciary obligations in connection with the proposed transactions with outside counsel, and reviewed the question of whether or not to retain Stephens to provide an opinion to the board of directors as to the fairness of the merger price, from a financial point of view, to the Public Shareholders. Representatives of Stephens discussed the terms of the proposed engagement, including the proposed fee of $125,000 to render the fairness opinion. The directors were aware of and discussed certain potential conflicts of interest inherent in retaining Stephens as opposed to another investment banker to render a fairness opinion, and concluded that Stephen’s particular in depth knowledge of Northland, its history, its financial results and condition, the nature and extent of Northland’s exploration and evaluation of strategic alternatives and, most importantly, the merger and associated actions outweighs the potential, which the directors viewed as remote given the ethical and professional obligations of Stephens, that a conflict of interest would ultimately affect Stephens’ judgments. The directors then discussed the various factors of substantive and procedural fairness potentially applicable to this transaction, including (i) the fact that the merger price to the Public Shareholders is proposed to be the same price to be paid to two sophisticated, unaffiliated shareholders (the Bank Group) for their shares following arms’ length, fully-informed negotiations (which the directors believed was both a substantive and procedural fairness element); (ii) the fact that the board of directors has retained Stephens to render an opinion as to the fairness of the proposed price to the Public Shareholders (which the directors also believed was both a substantive and procedural fairness element); and (iii) the ability of the Public Shareholders to exercise dissenters’ rights under Wisconsin law in connection with the merger in the event they were dissatisfied with the merger price.

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        From late August through mid-September, Mr. Swendrowski and Parent’s advisors drafted transaction documents and negotiated regarding the terms of those documents with Wells Fargo, Ableco, ARK CLO and the Bank Group.

        On September 14, 2005, Mr. Leder contacted Mr. Swendrowski and informed him that he had been in contact with representatives of ARK CLO. Mr. Leder informed Mr. Swendrowski that, given ARK CLO’s historic business relationship with Sun Northland and other members of the Sun Group, and its desire to maintain such relationship in the future, ARK CLO would prefer to contribute its Northland shares to the Parent in return for Parent common stock as opposed to selling those Northland shares to the Parent.

        On September 21, 2005, Parent’s board of directors met by telephone to review the progress of discussions with Wells Fargo, Ableco, ARK CLO and the Bank Group regarding documentation and to review the terms of the proposed transactions. Mr. Swendrowski informed the directors that ARK CLO had spoken with Mr. Leder and preferred to contribute its Northland shares to Parent. The directors asked Mr. Swendrowski the reasons for ARK CLO’s position. Mr. Swendrowski told the directors that ARK CLO has an historical relationship with the Sun Group and desired to maintain that relationship. The directors then reviewed the proposed transaction structure and discussed a variety of advantages and disadvantages to undertaking the merger. In particular, the directors discussed the potential cost savings to Northland associated with de-registration under the Exchange Act. Mr. Swendrowski reviewed the potential savings and his estimate that Northland could save approximately $750,000 in future annual periods by no longer being required to comply with the Exchange Act. The directors also discussed a variety of other advantages to undertaking the merger, including (i) given the small number of publicly traded shares and generally limited trading volume for Northland’s stock, the merger will benefit the Public Shareholders by allowing them to liquidate their holdings in a transaction in which they will generally be eligible to receive capital gain or loss tax treatment for their proceeds and will avoid paying brokerage commissions; (ii) Northland will be able to maintain important operational and other information in relative confidence after the merger; and (iii) the merger will allow management to focus additional time and effort on effectively managing Northland’s business and operations without the administrative burdens of SEC and related compliance.

        The directors then focused on the disadvantages to undertaking the merger. The directors believed the primary disadvantage related to the fact that the merger price is below the current and historical trading prices of the Common Stock on the OTC Bulletin Board. An extensive discussion ensued in which the directors considered in this context, among other things, the fact that:

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• the small number of publicly traded shares and generally limited trading volume for the Common Stock makes for an inefficient market for the Common Stock (as evidenced by the fact that the market price did not adjust at all after a $0.09 per share special dividend was paid in August 2005 and did not adjust significantly after a $0.33 per share special dividend was paid in December 2004);

• the average per share closing price of the Common Stock for the three months prior to Northland’s public announcement of a $0.33 per share cash dividend on November 16, 2004 was approximately $0.65 per share, and the aggregate total return to Northland’s shareholders since that time, including the $0.21 per share merger price, the $0.33 per share special dividend paid on December 1, 2004 and the $0.09 per share special dividend paid on August 11, 2005, yields a cash return to shareholders who have held shares since prior to November 16, 2004 of $0.63 per share;

• following the sale of Northland’s branded juice business, Northland expects revenues and operating profits to continue to decline, and this decline would be worsened by the expected future decline in the price of cranberries; and

• based on financial analyses by Mr. Swendrowski and by Stephens, despite valuations implied by the trading price of the Common Stock, the merger price exceeds the highest expected per share future value of Northland.

        Stephens then delivered its oral opinion to the board of directors to the effect that the price of $0.21 per share, from a financial point of view, was fair to the Public Shareholders. The full text of Stephens’ written opinion, dated September , which does not differ from its oral opinion, is included as Exhibit A hereto.

NEGOTIATIONS OR CONTACTS

        Except as described above under “Background of the Merger” and “Information About the Filing Persons – Significant Corporate Events,” and except as described herein, during the past two years there have been no negotiations or material contacts concerning a merger, consolidation, acquisition, tender offer, election of Northland’s directors or sale or transfer of a material amount of Northland’s assets between (i) any affiliates of Northland or (ii) Northland or any of its affiliates and any person not affiliated with Northland who would have a direct interest in such matters.

        On September 15, 2005, Northland sold to Fifield Cranberries, LLC (“Fifield”) (i) approximately 2,470 acres of real estate located in Price County, Wisconsin known as Northland’s Fifield cranberry marsh, (ii) certain personal property used in connection with Northland’s operation of the marsh, (iii) all growing crops located on marsh, (iv) all of Northland’s rights under the multi-peril crop insurance related to the marsh, and (v) all rights in, to and under any Federal Marketing Order related to the marsh, for a purchase price of $5.2 million. Fifield also entered into an agreement at the closing of the transaction pursuant to which Fifield will sell to Northland all of the cranberries produced and harvested at the marsh during the next five years, subject to certain terms and conditions contained in the agreement. Neither Fifield nor any of its investors known to Mr. Swendrowski is an affiliate of Northland or any of the Filing Persons. In addition, Northland is currently in negotiations with another unaffiliated investment group pursuant to which that group would purchase Northland’s marsh property in Manitowish Waters, Wisconsin for approximately $4.8 million (including the fall 2005 crop).

CONFLICTS OF INTEREST

        The following are all agreements, arrangements, or understandings, and any actual or potential conflicts of interest, deemed to be material, between any of the Filing Persons or their affiliates and Northland, its executive officers, directors, or affiliates.

        The Filing Persons are in control of Northland because they currently collectively own approximately 84.0 % of the issued and outstanding Common Stock.

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        Mr. Swendrowski serves as Chairman and Chief Executive Officer of Northland and is a member of Northland’s board of directors. Mr. Swendrowski also serves as Chairman and Chief Executive Officer of Parent and is a member of Parent’s board of directors. As a result, there may be potential conflicts of interest between Mr. Swendrowski and Northland with respect to the merger. In addition, First Generation LLC, which is controlled by Mr. Swendrowski, is the owner of all 100 issued and outstanding shares of Northland’s Preferred Stock. The Preferred Stock is subject to mandatory redemption in certain circumstances. The Preferred Stock will be contributed to Parent by First Generation LLC prior to the merger in exchange for an equal number of shares of Parent’s Series A Preferred Stock, $0.01 par value per share. The consummation of the merger will not result in the redemption of the Preferred Stock. The Preferred Stock will instead be canceled in the merger; however, the Series A Preferred Stock of Parent held by First Generation LLC will be converted into Series B Preferred Stock of Northland (as the surviving corporation) in the merger.

        The following current directors of Northland are also directors of Parent and hold options to purchase the number of shares of Common Stock set forth opposite their respective names below:

Mr. John Swendrowski	1,005,144
Mr. George R. Rea	100,000
Mr. Patrick J. Sullivan	100,000
Mr. C. Daryl Hollis	100,000

        In addition, Messrs. Leder and Krouse (two of the Filing Persons) each hold options to purchase 100,000 shares of Common Stock.

        Of the options listed above for Mr. Swendrowski, (i) 852,394 were issued under the 2001 Plan at an exercise price of $0.088 per share (of which 639,296 options are vested as of the date hereof and the remainder will vest on November 6, 2005); (ii) 100,000 were issued under the 2002 Plan at a weighted average exercise price of $0.77 per share (of which 56,250 options are vested as of the date hereof); and (iii) 52,750 were issued under the 1995 Plan at a weighted average exercise price of $41.61 per share (all of which are vested as of the date hereof). Mr. Swendrowski has agreed to forfeit the options issued under the 1995 Plan for no consideration. Upon effectiveness of the merger, Northland (as the surviving corporation in the merger) will assume the obligations under the 2001 Plan and the 2002 Plan. As a result, these options will be converted into options to purchase common stock of Northland (as the surviving corporation in the merger).

        The options listed for Messrs. Rea, Sullivan, Hollis, Leder and Krouse were issued under the 2002 Plan and have a weighted average exercise price of $0.79. For each of Messrs. Rea, Sullivan, Hollis, Leder and Krouse, 56,250 of the listed options are vested as of the date hereof. Upon effectiveness of the merger, Northland (as the surviving corporation in the merger) will assume the obligations under the 2002 Plan. As a result, these options will be converted into options to purchase common stock of Northland (as the surviving corporation in the merger).

        On November 6, 2001, Northland entered into a management services agreement with Sun Capital Partners Management, LLC, pursuant to which Northland will receive financial and management consulting services from Sun Capital Partners Management, LLC and obtain the benefit of the experience of Sun Capital Partners Management, LLC in business and financial management in exchange for an annual fee (which is to be paid in quarterly installments) equal to the greater of $400,000 or 6% of Northland’s EBITDA (as defined therein), provided that the fee will not exceed $1 million a year unless approved by a majority of Northland’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 Northland’s voting power. During fiscal 2004, Northland paid approximately $699,213 to Sun Capital Partners Management, LLC pursuant to the terms of the management services agreement, and Northland anticipates paying approximately $495,000 in fiscal 2005. Sun Capital Partners Management, LLC is wholly owned by Sun Capital Advisors II, LP, the general partner of which is Sun Capital Partners, LLC (of which Messrs. Leder and Krouse each own 50% of the membership interests) and the limited partners of which include among others Messrs. Leder, Krouse, Clarence E. Terry, Kevin J. Calhoun and Scott King (all of whom are among Northland’s directors). Sun Capital Advisors II, LP is also the general partner of Sun Capital Partners II, LP, the majority owner of Sun Northland.

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AGREEMENTS INVOLVING THE SUBJECT COMPANY’S SECURITIES

        In addition to those described above, the following are all of the agreements, arrangements, or understandings, whether or not legally enforceable, between any of the Filing Persons or, to the best knowledge of the Filing Persons, any of the persons listed on Schedule I hereto and any other person with respect to any securities of Northland.

        The Preferred Stock owned by First Generation LLC is subject to mandatory redemption upon (i) the consummation of a transaction following which neither Sun Northland nor its affiliates owns or controls securities possessing at least 10% of the voting power of Northland, or (ii) the distribution of assets to holders of Northland’s capital stock upon the sale of substantially all of Northland’s assets. The redemption price in such a circumstance varies depending upon the number of shares of Preferred Stock then outstanding and the internal rate of return (as defined in Northland’s articles of incorporation) recognized by Sun Northland in connection with the event triggering such redemption. The consummation of the merger will not result in the redemption of the Preferred Stock. The Preferred Stock will instead be canceled in the merger; however, the Series A Preferred Stock of Parent held by First Generation LLC will be converted into Series B Preferred Stock of Northland (as the surviving corporation) in the merger.

        Pursuant to the terms of a Stockholders’ Agreement dated as of November 6, 2001 (the “Northland Stockholders’ Agreement”) by and among Northland, Sun Northland, the Bank Group, ARK CLO, Ableco and Wells Fargo, each of the Bank Group, ARK CLO, Ableco and Wells Fargo has agreed to vote its shares of Common Stock in the manner specified by Sun Northland with respect to all matters submitted to a vote of shareholders. The Bank Group, ARK CLO, Ableco and Wells Fargo have also agreed not to transfer any shares of Common Stock (other than certain exempt transfers to affiliates or family members, to Sun Northland or to each other, or in registered offerings) without first providing a right of first refusal to Northland and, if Northland does not exercise that right, to Sun Northland. Sun Northland has agreed not to transfer any shares of Common Stock (except for certain permitted transfers, including the transfer of shares to the Parent) without providing “tag along” rights to the Bank Group, ARK CLO, Ableco and Wells Fargo, and the Bank Group, ARK CLO, Ableco and Wells Fargo have granted “drag along” rights to Sun Northland in connection with any sale of a majority of the fully diluted equity of Northland. Finally, Northland has granted, subject to certain exceptions, preemptive rights to the Bank Group, ARK CLO, Ableco and Wells Fargo in connection with any proposed issuance of equity securities to Sun Northland in order to permit the Bank Group, ARK CLO, Ableco and Wells Fargo to maintain their percentage equity ownership in Northland. The Northland Stockholders’ Agreement will terminate at such time as both (i) Sun Northland or its affiliates no longer own or control at least 50% of the Common Stock on a fully diluted basis, and (ii) Sun Northland or its affiliates no longer control Northland’s board of directors.

        Pursuant to the terms of a Registration Agreement dated as of November 6, 2001 (the “Registration Agreement”) by and among Northland, Sun Northland and the Bank Group, Ableco and Wells Fargo, the holders of a majority of the shares of Common Stock issued to Sun Northland may at any time request, subject to certain limitations, up to four “demand” registrations on Form S-1 and an unlimited number of demand registrations on Form S-2 or S-3. Northland has also agreed to provide, subject to certain limitations, customary “piggy back” registration rights to the holders of the shares issued to Sun Northland and the Bank Group, Ableco and Wells Fargo. Northland has generally agreed to bear all registration expenses in connection with the exercise of these registration rights, other than underwriting discounts and commissions.

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        The Filing Persons, ARK CLO, Ableco and Wells Fargo have entered into a contribution agreement in connection with the contributions. See “Specific Terms of the Merger – Contribution, Purchase and Merger.”

        Parent and the Bank Group have entered into a Stock Purchase Agreement in connection with the purchase by Parent of shares of Common Stock held by the Bank Group. See “Specific Terms of the Merger – Contribution, Purchase and Merger.”

        Pursuant to the terms of a Shareholders’ Agreement dated as of September 26, 2005 (the “Parent Shareholders’ Agreement”) by and among the Parent, Sun Northland, ARK CLO, Ableco and Wells Fargo, each of ARK CLO, Ableco and Wells Fargo has agreed to vote its shares of Parent common stock in the manner specified by Sun Northland with respect to all matters submitted to a vote of shareholders. ARK CLO, Ableco and Wells Fargo have also agreed not to transfer any shares of Parent common stock (other than certain exempt transfers to affiliates or family members, to Sun Northland or to each other, or in registered offerings) without first providing a right of first refusal to the Parent and, if the Parent does not exercise that right, to Sun Northland. Sun Northland has agreed not to transfer any shares of Parent common stock (except for certain permitted transfers) without providing “tag along” rights to ARK CLO, Ableco and Wells Fargo, and ARK CLO, Ableco and Wells Fargo have granted “drag along” rights to Sun Northland in connection with any sale of a majority of the fully diluted equity of the Parent. Finally, the Parent has granted, subject to certain exceptions, preemptive rights to ARK CLO, Ableco and Wells Fargo in connection with any proposed issuance of equity securities to Sun Northland in order to permit ARK CLO, Ableco and Wells Fargo to maintain their percentage equity ownership in the Parent. The Parent Shareholders’ Agreement will terminate at such time as both (i) Sun Northland or its affiliates no longer own or control at least 50% of the Parent common stock on a fully diluted basis, and (ii) Sun Northland or its affiliates no longer control the Parent’s board of directors.

        Pursuant to a written agreement, Sun Northland and Parent have agreed that, following exercise by Ableco of its warrant, Parent will not (and Sun Northland will cause Parent not to) take any antidilutive actions that would have otherwise resulted in an adjustment to the Warrant Quantity (as such term is defined in the warrant) pursuant to Article 3 of the warrant had the warrant not been exercised unless (i) Ableco consents to such antidilutive actions or (ii) Ableco’s holdings of Northland common stock are adjusted in substantially the same manner as the Warrant Quantity would have been adjusted had the Warrant not been exercised. Parent’s obligations under that agreement will survive the merger of Parent into Northland.

SPECIFIC TERMS OF THE MERGER

Contribution, Purchase and Merger

        As of September 26, 2005, the Filing Persons, Wells Fargo and ARK CLO owned 83,683,545 shares of the issued and outstanding Common Stock and 100 shares of the issued and outstanding Preferred Stock. In addition, Ableco holds a warrant to purchase 2,543,053 shares of Common Stock at a price of $0.01 per share. Prior to the merger, Ableco plans to exercise the warrant and contribute all of the shares of Common Stock received on exercise to Parent in exchange for an equal number of shares of common stock of Parent. Prior to the merger, the Filing Persons, Wells Fargo and ARK CLO plan to contribute shares of Common Stock and/or Preferred Stock they own to Parent in exchange for an equal number of shares of common stock and/or Series A Preferred Stock of Parent. The contributions will qualify as a tax-free exchange under Section 351 of the Internal Revenue Code of 1986, as amended. More specifically:

• Sun Northland will contribute a total of 78,844,820 shares of Common Stock to Parent in exchange for 78,844,820 shares of Parent’s common stock;

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• John Swendrowski will contribute a total of 100,370 shares of Common Stock to Parent in exchange for 100,370 shares of Parent’s common stock;

• Wells Fargo will contribute a total of 2,543,053 shares of Common Stock to Parent in exchange for 2,543,053 shares of Parent’s common stock;

• Ableco will contribute a total of 2,543,053 shares of Common Stock to Parent in exchange for 2,543,053 shares of Parent’s common stock;

• ARK CLO will contribute a total of 2,115,820 shares of Common Stock to Parent in exchange for 2,115,820 shares of Parent’s common stock

• First Generation LLC will contribute a total of 100 shares of Preferred Stock to Parent in exchange for 100 shares of Parent’s Series A Preferred Stock.

        Immediately following the contribution of shares of Common Stock and Preferred Stock to Parent, Parent will purchase 5,503,167 shares of Common Stock from the Bank Group at a price of $0.21 per share.

        Immediately following the contribution of shares of Common Stock and Preferred Stock to Parent and the purchase by Parent of shares from the Bank Group, Parent will own 91,650,283 shares of Common Stock, which are expected to represent approximately 94.9% of the outstanding Common Stock, and 100 shares of Preferred Stock, which will represent 100% of the outstanding Preferred Stock at such time. Parent will then effect a “short form” merger of Parent into Northland, with Northland continuing as the surviving corporation, pursuant to Section 180.1104 of the WBCL. To so merge, the board of directors of Parent will approve the merger and Parent will file Articles of Merger with the Wisconsin Department of Financial Institutions. Upon the consummation of the merger:

• Each share of Common Stock issued and outstanding immediately prior to the merger (other than shares of Common Stock owned by Parent or Northland and shares with respect to which statutory dissenters’ rights are properly exercised under the WBCL and not withdrawn) will be cancelled and will be converted into the right to receive the merger price of $0.21 per share;

• Each share of Preferred Stock issued and outstanding immediately prior to the merger will be cancelled and no consideration will be paid therefor;

• Each share of Parent’s common stock issued and outstanding immediately prior to the merger will be converted into one share of class A common stock of Northland as the surviving corporation in the merger; and

• Each share of Parent’s series A preferred stock issued and outstanding immediately prior to the merger will be converted into one share of Series B Preferred Stock of Northland as the surviving corporation in the merger.

As a result of the merger, the Filing Persons will own all of the outstanding equity interests in Northland.

        Under the WBCL, because Parent will hold at least 90% of the outstanding shares of each class of securities of Northland, Parent will have the power to effect the merger without a vote of Northland’s board of directors or the Public Shareholders. The merger is expected to be effective on or about _________ __, 2005, which is twenty days after this Schedule 13E-3 is mailed to Northland’s shareholders.

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Merger Price

        Upon completion of the merger, in order to receive the cash merger price of $0.21 per share of Common Stock, each shareholder or a duly authorized representative must (1) deliver a Letter of Transmittal, appropriately completed and executed, to the Paying Agent, and (2) surrender such shares of Common Stock by delivering the stock certificate or certificates that, prior to the merger, had evidenced such shares of Common Stock to the Paying Agent, as set forth in a Notice of Merger and Dissenters’ Notice and Letter of Transmittal which will be mailed to shareholders of record within 10 calendar days following the date the merger becomes effective. Shareholders are encouraged to read the Notice of Merger and Dissenters’ Notice and the Letter of Transmittal carefully when received. Delivery of an executed Letter of Transmittal will constitute a waiver of statutory dissenters’ rights.

Source and Amount of Funds

        The total amount of funds expected to be required to pay the merger price for the shares of Common Stock in the merger is estimated to be approximately $1,030,005, assuming no outstanding options to acquire Common Stock are exercised prior to the merger. Such amounts will be paid by Northland, as the surviving corporation in the merger, out of cash on hand.

        In addition, the total amount of funds expected to be required to pay the purchase price for the shares of Common Stock to be purchased by the Parent from the Bank Group is estimated to be approximately $1,155,665. The funds to pay such amounts will be loaned by Sun Northland to Parent, which loan will be unsecured and be evidenced by a promissory note. The full amount of the loan will be due and payable on January 1, 2006, and principal amounts will bear interest at the rate of 6% per annum. It is the intention of the Filing Persons that, immediately following the consummation of the merger, Northland, as the surviving corporation in the merger, will pay the full balance of the promissory note from cash on hand.

        The total amount of funds expected to be required to pay fees and expenses related to the merger and the associated transactions (including legal and accounting fees as well as fees to Stephens) is approximately $500,000.

        Neither the purchase of shares from the Bank Group nor the merger is subject to any financing contingency.

Accounting

        The merger will be accounted for as the acquisition of a minority interest using the purchase method of accounting.

Future Operations

        It is currently expected that, following the consummation of the merger, the business and operations of Northland will, except as set forth in this Schedule 13E-3, be conducted by Northland substantially as they are currently being conducted. The Filing Persons intend to continue to evaluate the business and operations of Northland with a view to maximizing Northland’s potential. As such, the Filing Persons will take such actions as they deem appropriate under the circumstances and market conditions then existing, including potentially seeking the sale of its remaining assets and potentially the assignment of its toll processing agreement with Ocean Spray, supply agreement with Apple & Eve and agreements with contract growers. These assets may be sold or assigned to one or more buyers, from time to time, through one or more transactions. Potential buyers of those assets may include Mr. Swendrowski and/or other affiliates. See “Information About the Filing Persons – Significant Corporate Events.”

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        The Filing Persons intend to cause Northland to terminate the registration of the shares of Common Stock under Section 12(g) of the Exchange Act following the merger, which would result in the suspension of Northland’s duty to file reports pursuant to the Exchange Act. In addition, the termination of registration under the Exchange Act will result in the shares of Common Stock ceasing to be quoted on the OTC Bulletin Board. For additional information see “Special Factors — Purposes Alternatives, Reasons and Effects of the Merger — Effects.”

        Except as otherwise described in “Background of the Merger” and “Negotiations or Contacts,” the Filing Persons do not currently have any commitment or agreement for, and are not currently negotiating, the sales of any of Northland’s businesses.

        Except as otherwise described in “Background of the Merger” and “Negotiations or Contacts,” Northland has not, and the Filing Persons have not, as of the date of this Schedule 13E-3, approved any specific plan or proposals for, or negotiated:

• any extraordinary transaction, such as a merger, reorganization or liquidation involving the surviving company or any of its subsidiaries after the completion of the merger;

• any purchase, sale, or transfer of a material amount of assets of the surviving company or any of its subsidiaries after the completion of the merger;

• any material change in Northland's dividend rate or policy, or indebtedness or capitalization;

• any change in the present board of directors or management of Northland, including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract of any officer; or

• any other material change in Northland's corporate structure or business.

Fees

        The Paying Agent will receive reasonable and customary out-of-pocket expenses and will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the merger, including certain liabilities under the U.S. federal securities laws.

        Pursuant to a letter agreement between the Filing Persons and Stephens, Stephens will receive a fee estimated to be approximately $125,000 for services rendered in connection with the merger. Stephens will also receive reasonable and customary out-of-pocket expenses and will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the merger, including certain liabilities under the U.S. federal securities laws.

        None of the Filing Persons will pay any fees or commissions to any broker or dealer in connection with the merger. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by Northland for customary mailing and handling expenses incurred by them in forwarding materials to their customers who are shareholders of Northland.

51

        The following is an estimate of fees and expenses to be incurred by the Filing Persons in connection with the merger:

Legal fees and expenses	$	300,000
Accounting fees and expenses	$	10,000
Paying Agent fees and expenses	$	8,000
Stephens fees and expenses	$	125,000
Printing Fees	$	50,000
Filing Fees	$	258
Miscellaneous fees and expenses	$	6,742
Total	$	500,000

        Such fees, to the extent not paid by the date of the merger, will be paid from the resources of Northland as the surviving corporation in the merger. Such fees paid prior to the merger will be paid by Northland.

DISSENTERS’ RIGHTS

        Subchapter XIII (Sections 180.1301 through 180.1331) of the WBCL prescribes certain corporate actions for which dissenters’ rights are or may be made available to shareholders. Section 180.1302(1)(a) of the WBCL provides that dissenters’ rights are available for consummation of a plan of merger to which the issuer corporation is a party if the issuer corporation is a subsidiary that is merged with its parent under Section 180.1104 of the WBCL. As the merger will be consummated pursuant to Section 180.1104 of the WBCL, dissenters’ rights are available, subject to the procedures described therein, to record holders of shares of Common Stock and beneficial shareholders who object to the merger and demand payment of the “fair value” of their shares in cash in connection with the consummation of the merger (each, a “dissenting shareholder”).

        Dissenting shareholders are required to follow certain procedures set forth in the WBCL to receive in cash the fair value of their shares of Common Stock. The following is a brief summary of such procedures, which does not purport to be complete. Subchapter XIII is reprinted in its entirety as Exhibit (f) hereto, and the summary herein is qualified in its entirety by reference to the full text of Exhibit (f). Shareholders should read Exhibit (f) hereto for a description of all statutory provisions related to dissenters’ rights.

        A shareholder or beneficial shareholder generally must assert dissenters’ rights for all shares he or she beneficially owns. A record shareholder may assert dissenters’ rights as to fewer than all of the shares registered in his or her name only if the record shareholder dissents with respect to all shares beneficially owned by any one person and notifies us of that person’s name and address. Any beneficial shareholder asserting dissenters’ rights must, with respect to all shares of which he or she is beneficial owner, submit to Northland (as the surviving corporation in the merger) the written consent of the record shareholder with respect to those shares no later than the time that the beneficial shareholder asserts dissenters’ rights.

52

        Within 10 calendar days of the effective date of the merger, Northland (as the surviving corporation in the merger) will be required to send to all shareholders of record as of the effective date of the merger a written dissenters’ notice. To comply with this requirement, a Notice of Merger and Dissenters’ Rights and a Letter of Transmittal will be mailed to shareholders of record of Northland within 10 calendar days following the effective date of the merger. Each dissenting shareholder has 30 calendar days after delivery of the Notice of Merger and Dissenters’ Rights to demand payment in writing and surrender the certificate or certificates representing such shares with respect to which he or she has dissented. A dissenting shareholder who does not demand payment within the designated time period is not entitled to payment for his or her shares under Subchapter XIII. A shareholder or beneficial shareholder with share certificates who does not deposit his or her certificates where required and by the date set in the dissenters’ notice similarly will not be entitled to payment under Subchapter XIII.

        Upon receipt of a payment demand, Northland will pay each dissenting shareholder who has properly perfected his or her dissenters’ rights the amount that Northland estimates to be the fair value of such shares, plus accrued interest, as provided in Section 180.1325 of the WBCL. Notwithstanding the foregoing, in the event that the dissenting shareholder is demanding payment for “after-acquired shares,” which are shares acquired after the first announcement to news media or to Northland’s shareholders of the terms of the proposed transaction, Northland may elect to withhold payment from such shareholder unless he or she agrees to accept the payment in full satisfaction of his or her demand. A dissenting shareholder who does not agree with the estimation of the fair value of his or her shares or the amount of interest due must notify Northland of his or her estimate in writing within 30 calendar days after Northland has made or offered payment for such shares. If Northland cannot agree with the dissenting shareholder upon the fair value of the shares or amount of interest due, then Northland must file a petition in the circuit court for the county in which its principal office is located requesting a finding and determination of the fair value of such shares and the accrued interest thereon. If Northland fails to institute such a proceeding within 60 calendar days after the dissenting shareholder notifies Northland of his or her disagreement, Northland must pay each of its dissenters whose demand remains unsettled the amount demanded by such shareholder. See Subchapter XIII of the WBCL in Exhibit (f) for the statutory provisions governing such a court proceeding.

TRANSACTION STATEMENT

ITEM 1.     SUMMARY TERM SHEET.

        See “Summary Term Sheet.”

ITEM 2.     SUBJECT COMPANY INFORMATION.

        (a)     NAME AND ADDRESS.

        See “Information About Northland.”

        (b)     SECURITIES.

        The exact title of the classes of equity securities subject to the merger are: Class A Common Stock, par value $0.01 per share, of Northland (“Common Stock”) and Series B Preferred Stock, par value $0.01 per share, of Northland (“Preferred Stock”). As of September 26, 2005, 94,090,496 shares of Common Stock were outstanding and 100 shares of Preferred Stock were outstanding.

        (c)     TRADING MARKET AND PRICE.

        See “Information about Northland.”

        (d)     DIVIDENDS.

        See “Information about Northland.”

53

        (e)     PRIOR PUBLIC OFFERINGS.

        The Filing Persons have not made an underwritten public offering of Northland’s securities during the past three years.

        (f)     PRIOR STOCK PURCHASES.

        See “Information about the Filing Persons – Prior Stock Purchases.”

ITEM 3.     IDENTITY AND BACKGROUND OF FILING PERSON.

        See “Information about the Filing Persons.”

ITEM 4.     TERMS OF THE TRANSACTION.

        (a)     MATERIAL TERMS.

        See “Specific Terms of the Merger,” “Specific Factors – Purposes, Reasons, Alternatives and Effects of the Merger – Reasons for the Merger,” “Specific Factors – Approval of Security Holders,” and “Specific Factors – Certain Federal Income Tax Consequences of the Merger.”

        (b)     PURCHASES.

        None of the Filing Persons or Northland will be purchasing any shares from any officer, director or affiliate of Northland prior to the merger other than the purchase of shares of Common Stock from the Bank Group and the contributions of certain shares of Common Stock and Preferred Stock to Parent, both as described under “Specific Terms of the Merger – Contribution, Purchase and Merger.”

        (c)     DIFFERENT TERMS.

        Shareholders of Northland will be treated as described in “Specific Terms of the Merger.”

        (d)     DISSENTERS’ RIGHTS.

        See “Dissenters’ Rights.”

        (e)     PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS.

        See “Special Factors – Unaffiliated Representative.”

        (f)     ELIGIBILITY FOR LISTING OR TRADING.

         Not applicable.

ITEM 5.     PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

        (a)     TRANSACTIONS.

        See “Information about the Filing Persons — Transactions.”

(b)     SIGNIFICANT CORPORATE EVENTS.

54

        See “Information about the Filing Persons — Significant Corporate Events.”

        (c)     NEGOTIATIONS OR CONTACTS.

         See “Negotiations or Contacts.”

        (d)     CONFLICTS OF INTEREST.

         See “Conflicts of Interest.”

        (e)     AGREEMENTS INVOLVING THE SUBJECT COMPANY’S SECURITIES.

        See “Agreements Involving the Subject Company’s Securities.”

ITEM 6.     PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

        (a)     USE OF SECURITIES ACQUIRED.

        See “Specific Terms of the Merger – Contribution, Purchase and Merger.”

        (b)     PLANS.

        See “Specific Terms of the Merger – Future Operations.”

ITEM 7.     PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

        See “Special Factors – Purposes, Reasons, Alternatives and Effects of the Merger,” Special Factors – Advantages of the Merger,” and “Special Factors – Disadvantages of the Merger.”

ITEM 8.     FAIRNESS OF THE TRANSACTION.

        See “Special Factors – Fairness of the Merger,” Special Factors – Approval of Security Holders,” “Special Factors – Approval of Directors of Northland,” “Special Factors – Unaffiliated Representative,” and “Special Factors – Other Offers.”

ITEM 9.     REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

        See “Special Factors — Reports, Opinions, Appraisals and Negotiations.”

ITEM 10.     SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

        See “Specific Terms of the Merger — Source and Amount of Funds.”

ITEM 11.     INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

        (a)     SECURITIES OWNERSHIP.

        The following table describes the beneficial ownership of Common Stock as of September 26, 2005, held by (i) each of the Filing Persons, and (ii) each of the other persons named on Schedule I hereto.

55

Name of Individual or Entity	Shares Beneficially Owned	Percentage of Class and Aggregate Voting Power
John Swendrowski (1)(2)	92,802,659	95.0
Marc. J. Leder (3)(4)(5)	92,802,659	95.0
Rodger R. Krouse (3)(4)(5)	92,802,659	95.0
C. Daryl Hollis (6)	56,250	*
George R. Rea (4)	66,250	*
Patrick J. Sullivan (4)	56,250	*
Sun Northland, LLC, Sun Capital Partners II, LP,	92,802,659	95.0
Sun Capital Advisors II, LP, Sun Capital Partners,
LLC (3)(5)
First Generation LLC (1)	--	--

* Denotes less than 1%

(1) Mr. Swendrowski is the managing member of First Generation LLC and beneficially owns all 100 shares of Northland’s Preferred Stock. First Generation LLC owns all 100 shares of Northland’s Preferred Stock and no shares of Common Stock.

(2) The shares of Common Stock listed include (i) 100,370 shares which Mr. Swendrowski owns directly and which will be contributed to the Parent prior to the merger as described under “Specific Terms of the Merger – Contribution, Purchase and Merger”; (ii) 4,750 shares owned by a charitable foundation with respect to which he shares voting and investment power; (iii) 1,732 shares which Mr. Swendrowski holds jointly with his wife and with respect to which he shares voting and investment power; (iv) 72,000 shares held by Cranberries Limited, Inc. (“CLI”), a corporation in which Mr. Swendrowski shares ownership and which Mr. Swendrowski controls, with respect to which he shares voting and investment power; and (v) 961,394 shares which Mr. Swendrowski can acquire by exercising vested stock options. The treatment of Mr. Swendrowski’s options in the merger is discussed under “Special Factors – Purposes, Reasons, Alternatives and Effects of the Merger – Effects of the Merger – Treatment of Options.” All of the shares of Common Stock listed in clauses (ii) through (iv) of this footnote will be converted into the right to receive $0.21 in the merger. In addition, the shares listed include an additional 91,662,413 shares that Mr. Swendrowski is deemed to beneficially own as a member of a “group” pursuant to Rule 13d-5 under the Exchange Act with respect to which Mr. Swendrowski has no voting or investment power.

(3) Mr. Leder and Mr. Krouse each own 50% of the membership interests of Sun Capital Partners, LLC, which is the ultimate parent of Sun Northland. As a result, Mr. Leder and Mr. Krouse may be deemed to beneficially own the Common Stock beneficially owned by Sun Northland (see Note 5). Mr. Leder has sole voting power with respect to 56,250 of these shares. Mr. Krouse has sole voting power with respect to 56,250 of these shares. Mr. Leder and Mr. Krouse share voting power with respect to 91,549,913 of these shares and share investment power with respect to 78,844,820 of these shares.

(4) Includes 56,250 shares which each of Messrs. Leder, Krouse, Rea and Sullivan can acquire by exercising vested stock options. The treatment of these options in the merger is discussed under “Special Factors – Purposes, Reasons, Alternatives and Effects of the Merger – Effects of the Merger – Treatment of Options.”

56

(5) These shares consist of (i) 78,844,820 shares of Common Stock held directly by Sun Northland, with respect to which Sun Northland has sole voting and investment power; (ii) 12,705,093 shares of Common Stock beneficially owned by Wells Fargo, Ableco, ARK-CLO and the members of the Bank Group, with respect to which Sun Northland has sole voting power and no investment power; and (iii) 1,252,746 shares that Sun Northland is deemed to beneficially own as a member of a “group” pursuant to Rule 13d-5 under the Exchange Act with respect to which Sun Northland has no voting or investment power.

(6) Includes 56,250 shares which Mr. Hollis can acquire by exercising vested stock options. The treatment of these options in the merger is discussed under “Special Factors – Purposes, Reasons, Alternatives and Effects of the Merger – Effects of the Merger – Treatment of Options.”

        Immediately prior to the merger and after giving effect to the contributions of Common Stock to the Parent and the purchase by the Parent of Common Stock from the Bank Group, Parent is expected to be the owner of (i) 91,650,283 shares of Common Stock, representing 94.9% of the then outstanding shares of Common Stock, and (ii) 100 shares of Preferred Stock, representing 100% of the then outstanding shares of Preferred Stock. See also “Information About the Filing Persons.”

        (b)     SECURITIES TRANSACTIONS.

        Each of the Filing Persons will contribute the shares of Common Stock and Preferred Stock, as applicable, held by such Filing Person to Parent immediately prior to the merger. Except for the contributions of Common Stock to the Parent and the purchase by the Parent of Common Stock from the Bank Group, and except as described under “Information About the Filing Persons – Prior Stock Purchases,” there have been no transactions in Northland securities by any of the Filing Persons or any of the persons listed on Schedule I. See “Specific Terms of the Merger – Contribution, Purchase and Merger”.

ITEM 12.     THE SOLICITATION OR RECOMMENDATION.

        Not applicable.

ITEM 13.     FINANCIAL STATEMENTS.

        (a)     FINANCIAL INFORMATION.

        See “Information About Northland – Financial Information.”

        (b)     PRO FORMA INFORMATION.

        Not applicable.

ITEM 14.     PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

        (a)     SOLICITATIONS OR RECOMMENDATIONS.

        There are no persons or classes of persons who are directly or indirectly employed, retained, or to be compensated to make solicitations or recommendations in connection with the merger.

        (b)     EMPLOYEES AND CORPORATE ASSETS.

        Other than John Swendrowski, no employees of Northland will be used by the Filing Persons in connection with the transactions described herein, except that certain employees may perform ministerial acts. See “Specific Terms of the Merger – Source and Amount of Funds” for information regarding the funding of the transactions described herein.

57

ITEM 15.     ADDITIONAL INFORMATION.

        None.

58

ITEM 16.     EXHIBITS.

(c) Opinion of Stephens, Inc.

(d)(1) Contribution Agreement, dated as of September 26, 2005, by and among New Harvest, Inc., Sun Northland, LLC, First Generation LLC, Wells Fargo Foothill, Inc., ARK CLO 2000-1 Limited, Ableco Holding LLC and John Swendrowski.

(d)(2) Stock Purchase Agreement, dated as of September 26, 2005, by and among New Harvest, Inc., U.S. Bank National Association and Mid America Bank, f.s.b.

(d)(3) Shareholders’Agreement, dated as of September 26, 2005, by and among New Harvest, Inc., Sun Northland, LLC, Wells Fargo Foothill, Inc., ARK CLO 2000-1 Limited and Ableco Holding LLC.

(d)(4) Agreement, dated as of September 26, 2005, by New Harvest, Inc. and Sun Northland, LLC.

(f) Subchapter XIII (Sections 180.1301 through 180.1331) of the Wisconsin Business Corporation Law.

59

SIGNATURES

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this amended statement is true, complete and correct.

Dated: September 27, 2005

NEW HARVEST, INC.

By:  /s/ John Swendrowski

        Name: John Swendrowski

        Title:

SUN NORTHLAND, LLC

By:  /s/ Marc J. Leder

        Name: Marc J. Leder

        Title: Co-CEO

SUN CAPITAL PARTNERS, LLC

By:  /s/ Marc J. Leder

        Name: Marc J. Leder

        Title: Co-CEO

SUN CAPITAL ADVISORS II, LP

By:  Sun Capital Partners, LLC

Its:  General Partner

        By:  /s/ Marc J. Leder

                Name: Marc J. Leder

                Title: Co-CEO

SUN CAPITAL PARTNERS II, LP

By:  Sun Capital Advisors II, LP

Its:  General Partner

By:  Sun Capital Partners, LLC

Its:  General Partner

        By:  /s/ Marc J. Leder

                Name: Marc J. Leder

                Title: Co-CEO

60

FIRST GENERATION LLC

By:  /s/ John Swendrowski

        Name: John Swendrowski

        Title:

JOHN SWENDROWSKI

/s/ John Swendrowski

John Swendrowski, an individual

MARC J. LEDER

/s/ Marc J. Leder

Marc J. Leder, an individual

RODGER R. KROUSE

/s/ Rodger R. Krouse

Rodger R. Krouse, an individual

61

SCHEDULE 1

        The name, business address, position with Parent, present principal occupation or employment and five-year employment history of the directors of Parent, together with the names, principal businesses and addresses of any corporations or other organizations in which such principal occupation is conducted, are set forth below. Each of the directors of Parent is a United States citizen. Mr. Swendrowski, a director of Parent, is the Chairman and Chief Executive Officer of Parent. Parent has no executive officers other than Mr. Swendrowski. No director or executive officer of Parent has been convicted in a criminal proceeding during the last five years (excluding traffic violations or similar misdemeanors) and no director or executive officer of Parent has been a party to any judicial or administrative proceeding during the last five years (except for any matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining him from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. The business address for each person listed is 2321 West Grand Avenue, P.O. Box 8020, Wisconsin Rapids, Wisconsin 54494-8020, and the business telephone number is (715) 424-4444.

NAME PRINCIPAL OCCUPATION OR EMPLOYMENT AND FIVE-YEAR EMPLOYMENT HISTORY

John Swendrowski Mr. Swendrowski's principal occupation is the Chairman and Chief Executive Officer of Northland. He is also Chairman and Chief Executive Officer of Parent, and a director of Northland.

George R. Rea Mr. Rea has held various senior management positions in several high technology companies, retiring as Executive Vice President of Conner Peripherals, Inc., a designer and manufacturer of computer storage products, in 1994. Since retiring, Mr. Rea has served as a consultant and director of Imaging Technologies Inc., a manufacturer of high speed ink jet printing systems, Spacetec IMC, a manufacturer of computer input controllers for 3-D applications, and Labtec Inc., a manufacturer of speakers and microphones for computer applications. Mr. Rea is also a director of Catalina Lighting, Inc., Loud Technologies, Inc., SAN Holdings, Inc. and Northland Cranberries, Inc.

Patrick J. Sullivan Mr. Sullivan has over 25 years experience in the consumer electronics, telecommunications and computer industries, retiring as Vice President of the Components and Peripherals Business Unit of Digital Equipment Corp. in 1999. He is also a former Vice President of Conner Peripherals Inc. and Goldstar Products Co. Ltd., and has served as a director of Spacetc IMC and Labtec Inc. Mr. Sullivan is also a director of Catalina Lighting Inc., Northland Cranberries, Inc. and a number of non-profit charitable organizations.

C. Daryl Hollis Mr. Hollis is a certified public accountant and, since September 1998, has been an independent business consultant. From May 1996 through August 1998, Mr. Hollis served as Executive Vice President and Chief Financial Officer of The Panda Project, Inc., a developer, manufacturer and marketer of proprietary semiconductor packaging and interconnect devices. From March 1993 through March 1996, Mr. Hollis served as Senior Vice President and Chief Financial Officer of Pointe Financial Corporation, a bank holding company. Mr. Hollis was also a partner with Ernst & Young LLP from 1977 through 1990. Mr. Hollis is also a director of Catalina Lighting, Inc., Loud Technologies, Inc., SAN Holdings, Inc., Northland Cranberries, Inc. and Medical Staffing Network Holdings, Inc

Schedule 1 - Page 1

EX-99.1

September 20, 2005

Board of Directors
New Harvest, Inc.
2321 West Grand Avenue
Wisconsin Rapids, Wisconsin 54495

Members of the Board:

        We have acted as your financial advisor in connection with contemplated merger between New Harvest, Inc. (the “Company”) and Northland Cranberries, Inc. (the “Target”). The Company was formed as an acquisition vehicle to facilitate a going private transaction involving the Target via a “short-form” merger (the “Transaction”). The terms and conditions of the Transaction are more fully set forth in the Schedule 13E-3 to be filed by the Target with the Securities and Exchange Commission and disseminated to Target shareholders at a later date.

        You have requested our opinion as to the fairness to the “Public Shareholders” of the Target from a financial point of view of the consideration to be received by such shareholders in the Transaction. For purposes of this opinion, the term “Public Shareholders” means holders of the Target’s one class of publicly traded common stock (the “Common Stock”) other than (1) the Company; (2) Sun Northland, LLC; (3) First Generation, LLC; (4) John Swendrowski; (5) Wells Fargo Foothill, Inc.; (6) Abelco Finance, LLC; (7) U.S. Bank, National Association; (8) Mid America Bank, f.s.b. (successor in interest to St. Francis Bank, F.S.B.); (9) ARK CLO 2000-1 Limited; and (10) any other shareholders affiliated with the foregoing.

        In connection with rendering our opinion we have reviewed and analyzed the following material information:

(i) publicly available information regarding the Target that we believed to be relevant to our analysis;

(ii) certain internal information, including financial reports and statements and other financial and operating data and estimates (including financial projections) concerning the Target prepared by management of the Target;

(iii) historical trading activity and reported prices for the Common Stock;

www.stephens.com
111 Center Street Suite 2400 Little Rock, Arkansas 72201 800-643-9691 Fax 501-377-2674

(iv) the financial performance of the Target with that of certain other comparable publicly-traded companies that we deemed relevant;

(v) the financial terms, to the extent publicly available, of certain comparable transactions which we deemed relevant;

(vi) the draft stock purchase agreement among the Company, U.S. Bank, National Association and Mid America Bank, f.s.b. (successor in interest to St. Francis Bank, F.S.B.) and other relevant documents to the Transaction;

(viii) based on discussions with the Target’s management, the operations of and future business prospects for the Target and the anticipated financial consequences of the Transaction to the Target;

(ix) other such analyses and services as we have deemed appropriate.

        We have relied on the accuracy and completeness of the information and financial data provided to us by the Target, and our opinion is based upon such information. We have inquired into the reliability of such information and financial data only to the limited extent necessary to provide a reasonable basis for our opinion, recognizing that we are rendering only an informed opinion and not an appraisal or certification of value. With respect to the financial projections prepared by management of the Target, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the future financial performance of the Target.

        As part of our investment banking business, we regularly issue fairness opinions and are continually engaged in the valuation of companies and their securities in connection with business reorganizations, private placements, negotiated underwritings, mergers and acquisitions and valuations for estate, corporate and other purposes. In the ordinary course of business, Stephens Inc. and its affiliates at any time may hold long or short positions, and may trade or otherwise effect transactions as principal or for the accounts of customers, in debt or equity securities or options on securities of the Target. We are acting as financial advisor to the Board of Directors of the Company in connection with the Transaction and will receive a fee from the Company for our services, which include the issuance of this fairness opinion. In addition, the Company has agreed to indemnify us against certain liabilities that could arise from providing financial advice, including certain liabilities that could arise from providing this opinion letter. In the past 18 months, we have performed various investment banking services for the Target for which we were paid a fee and our firm may be retained to do so again in the future. Additionally, as previously disclosed, our firm has in the past performed and may in the future perform investment banking services for Sun Capital Partners, Inc., or its affiliates; and our senior investment banker for this engagement is an investor in one or more investment funds sponsored by Sun Capital Partners, Inc., including a fund that has an investment in the Target. Sun Capital Partners, Inc. is an affiliate of both the Company’s and the Target’s majority shareholder.

www.stephens.com
111 Center Street Suite 2400 Little Rock, Arkansas 72201 800-643-9691 Fax 501-377-2674

        Our opinion is necessarily based upon market, economic and other conditions as they exist and can be evaluated, and on the information made available to us, as of the date hereof. We have assumed that in the course of obtaining the necessary regulatory or other consents or approvals (contractual or otherwise) for the Transaction, no restrictions, including any divestiture requirements or amendments or modifications, will be imposed that will have a material adverse effect on the contemplated benefits of the Transaction and that neither the Company nor the Target will not incur or be liable for any material costs or expenses in connection with obtaining, or as a result of not obtaining, regulatory or other consents or approvals (contractual or otherwise).

        Based on the foregoing and our general experience as investment bankers, and subject to the qualifications stated herein, we are of the opinion on the date hereof that the consideration to be received by the Public Shareholders in the Transaction is fair to them from a financial point of view.

        This opinion is for the use and benefit of the board of directors of the Target. Our opinion does not address the merits of the underlying decision by the Target or the Company to engage in the Transaction. This opinion is not intended to be relied upon or confer any rights or remedies upon any employee, creditor, shareholder or other equity holder of the Target or Company, or any other party other than the board of directors of the Company. This opinion shall not be reproduced, disseminated, quoted, summarized or referred to at any time, in any manner or for any purpose, nor shall any public references to Stephens Inc. or any of its affiliates be made by the Company or any of its affiliates without the prior written consent of Stephens Inc. and except as required by applicable law. Notwithstanding the foregoing, this opinion and a summary discussion of our underlying analyses and role as your financial advisor may be included in communications to the Company’s or the Target’s shareholders and filed with the Securities and Exchange Commission provided that we approve such disclosure prior to publication.

Very truly yours,

/s/ Stephens Inc.

STEPHENS INC.

www.stephens.com
111 Center Street Suite 2400 Little Rock, Arkansas 72201 800-643-9691 Fax 501-377-2674

EX-99.2

CONTRIBUTION AGREEMENT

By and Among

SUN NORTHLAND, LLC

FIRST GENERATION LLC

WELLS FARGO FOOTHILL, INC.

ABLECO HOLDING LLC

ARK CLO 2000-1 LIMITED

JOHN SWENDROWSKI

and

NEW HARVEST, INC.

Dated as of September 26, 2005

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS	2
1.1      Definitions	2
ARTICLE II CAPITAL CONTRIBUTIONS	4
2.1      Capital Contribution	4
2.2      Additional Capital Contributions	4
ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY	4
3.1      Organization and Good Standing	4
3.2      Authority Relative to this Agreement	4
3.3      Validly Issued and Authorized	4
3.4      Capitalization of the Company	4
3.5      No Violation	5
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS	5
4.1      Organization and Good Standing	5
4.2      Authority Relative to this Agreement	5
4.3      No Violation	5
4.4      Investment Intent	6
ARTICLE V CONDITIONS PRECEDENT TO CONTRIBUTORS' OBLIGATIONS	6
5.1      Representations and Warranties True of the Closing Date	6
5.2      Absence of Litigation	6
5.3      Dissemination of Schedule 13E-3	7
5.4      Shareholders' Agreement	7
ARTICLE VI CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS	7
6.1      Representations and Warranties True of the Closing Date	7
6.2      Absence of Litigation	7
6.3      Dissemination of Schedule 13E-3	7
6.4      Shareholders' Agreement	7
ARTICLE VII COVENANTS AND CONDITIONS	7
7.1      Authorized Shares	7
7.2      Termination of Registration Agreement	7
7.3      Exercise of Warrant	8
ARTICLE VIII CLOSING	8
8.1      Time and Place of Closing	8
8.2      Closing Deliveries	8
8.3      Section 351 Statements	8

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8.4      Further Assurances	9
ARTICLE IX TERMINATION	9
9.1      Right of Termination Without Breach	9
9.2      Termination for Breach	9
ARTICLE X GENERAL PROVISIONS	10
10.1      Notices	10
10.2      Survival	10
10.3      Expenses	10
10.4      Complete Agreement	10
10.5      GOVERNING LAW	10
10.6      Severability	11
10.7      Section Headings; Construction	11
10.8      Further Assurances	11
10.9      Assignability and Parties in Interest	11
10.10    Counterparts	11
10.11    Amendment and Modification	12

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CONTRIBUTION AGREEMENT

        THIS CONTRIBUTION AGREEMENT, dated as of September 26, 2005 (this “Agreement”), is made and entered into by and among by and among Sun Northland, LLC (“Sun Northland”), First Generation LLC (“First Generation”), Wells Fargo Foothill, Inc. (f/k/a Foothill Capital Corporation) (“Wells Fargo”), Ableco Holding LLC (“Ableco”), ARK CLO 2000-1 Limited (“ARK CLO”), John Swendrowski (Sun Northland, First Generation, Wells Fargo, Ableco, ARK CLO and John Swendrowski sometimes being referred to herein individually as a “Contributor” and collectively as the “Contributors”), and New Harvest, Inc., a Wisconsin corporation (“Company”).

RECITALS

        A.            (i) Sun Northland owns 78,844,820 shares of class A common stock, $0.01 par value per share (“Northland Common Stock”), of Northland Cranberries, Inc., a Wisconsin corporation (“Northland”); (ii) First Generation owns 100 shares of Northland’s Series B Preferred Stock, $0.01 par value per share (“Northland Preferred Stock”); (iii) Wells Fargo owns 2,543,053 shares of Northland Common Stock; (iv) Ableco owns a warrant to purchase 2,543,053 shares of Northland Common Stock at an exercise price of $0.01 per share; (v) ARK CLO owns 2,115,820 shares of Northland Common Stock; and (vi) John Swendrowski, in his individual capacity, owns 100,370 shares of Northland Common Stock.

        B.            (i) Sun Northland desires to contribute its shares of Common Stock to Company in return for an equal number of shares of Company’s common stock, $0.01 par value per share (“Company Common Stock”); (ii) First Generation desires to contribute its shares of Preferred Stock to Company in return for an equal number of shares of Company’s Series A Preferred Stock, $0.01 par value per share (“Company Preferred Stock”); (iii) Wells Fargo desires to contribute its shares of Common Stock to Company in return for an equal number of shares of Company Common Stock; (iv) Ableco desires to exercise its warrant and contribute the shares of Common Stock received upon such exercise to the Company in return for an equal number of shares of Company Common Stock; (v) ARK CLO desires to contribute its shares of Common Stock to Company in return for an equal number of shares of Company Common Stock; and (vi) John Swendrowski desires to contribute his shares of Common Stock to Company in return for an equal number of shares of Company Common Stock (such transactions being referred to collectively as the “Capital Contributions”); and

        C.            On the date hereof, the parties to this Agreement are entering into a Shareholders’ Agreement in the form attached hereto as Exhibit A (the “Shareholders’ Agreement”) to provide for certain rights and obligations with respect to their holdings of shares of Company Common Stock following the Capital Contributions; and

        D.            On the date hereof, Company is entering into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with (i) U.S. Bank National Association (“U.S. Bank”); and (ii) Mid America Bank, f.s.b. (successor in interest to Mid America Bank, F.S.B.) (“Mid America”) (U.S. Bank, ARK CLO and Mid America sometimes being referred to herein collectively as the “Bank Group”), pursuant to which Company will purchase an aggregate of 5,503,167 shares of Northland Common Stock held by the Bank Group at a price of $0.21 cash per share (the “Bank Group Purchase”).

        E.            It is intended by the parties that the Capital Contributions occur pursuant to the terms of this Agreement in a tax-free exchange under Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”), on the Closing Date (as such term is defined herein), immediately prior to the Bank Group Purchase;

        F.            Promptly following the Capital Contributions and the Bank Group Purchase, Company will own in excess of 90% of each class of capital stock of Northland and intends to merge into Northland in a “short-form” merger pursuant to Section 180.1104 of the Wisconsin Business Corporation Law (the “Merger”).

        G.            Company and certain other parties intend to file with the Securities and Exchange Commission (“SEC”), and disseminate to Northland’s shareholders in accordance with the rules of the SEC, a Schedule 13E-3 in connection with the Merger and the transactions contemplated hereby and by the Stock Purchase Agreement (the “Schedule 13E-3”).

AGREEMENT

        NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

        1.1        Definitions. The following initially capitalized terms, as and when used in this Agreement, shall have the following meanings:

        “Bank Group Purchase” has the meaning set forth in Recital D.

        “Business Day” means any day that is not a Saturday, Sunday, or other day on which national banking institutions are closed as authorized or required by Law.

        “Capital Contribution” has the meaning set forth in Recital B.

        “Closing” has the meaning set forth in Section 8.1.

        “Closing Date” has the meaning set forth in Section 6.1.

        “Code” has the meaning set forth in Recital E.

        “Company” has the meaning set forth in the preamble to this Agreement.

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        “Company Common Stock” has the meaning set forth in Recital B.

        “Company Preferred Stock” has the meaning set forth in Recital B.

        “Company Shares” means the shares of Company Common Stock and Company Preferred Stock to be issued to the Contributors pursuant to this Agreement.

        “Effective Time” means 12:01 A.M., Central Daylight Time on the Closing Date.

        “Encumbrances” means liens, charges, pledges, collateral assignments, options, mortgages, deeds of trust, security interests, claims, restrictions (whether on voting, sale, transfer, disposition, or otherwise), easements, purchase rights, reservations, encroachments, irregularities, deficiencies, defaults, defects and other encumbrances of every type and description, whether imposed by Law, agreement, understanding, or otherwise (except (i) as may be provided by applicable federal and state securities laws, and (ii) pursuant to the Shareholders’ Agreement), and “Encumber” means any action or inaction creating an Encumbrance.

        “Exchange Act” has the meaning set forth in Section 3.5

        “Law” means any applicable statute, law, ordinance, regulation, rate, rule, ruling, restriction, requirement or other official act of or by any Governmental Entity.

        “Litigation” has the meaning set forth in Section 5.2.

        “Government Entities” has the meaning set forth in Section 5.2.

        “Merger” means the short-form merger of Company with and into Northland pursuant to Section 180.1104 of the Wisconsin Business Corporation Law.

        “Northland Common Stock” has the meaning set forth in Recital A.

        “Northland Shares” means the shares of Northland Common Stock and Northland Preferred Stock to be transferred to the Company by the Contributors pursuant to this Agreement.

        “Orders” has the meaning set forth in Section 3.5

        “Party” means any of the Company, or the Contributors, as the context requires.

        “Person” means an individual, a corporation, a limited liability company, a partnership, an association, a labor union, a trust or any other entity or organization, including a government, a governmental body, a political subdivision or an agency of instrumentality thereof.

        “SEC” has the meaning set forth in Recital G.

        “Schedule 13E-3” has the meaning set forth in Recital G.

        “Shareholders’ Agreement” has the meaning set forth in Recital C.

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        “Stock Purchase Agreement” has the meaning set forth in Recital D.

ARTICLE II

CAPITAL CONTRIBUTIONS

        2.1       Capital Contribution. Pursuant to Section 351 of the Code and upon the terms and subject to the conditions hereinafter set forth, each of the Contributors shall make a capital contribution to the Company of the Northland Shares set forth opposite their name on Schedule 2.1 attached hereto on the Closing Date, and the Company hereby accepts such capital contribution, and upon receipt of such capital contributions in full, the Company shall issue to the Contributors certificates for Company Common Stock and Company Preferred Stock as set forth on Schedule 2.1.

        2.2       Additional Capital Contributions. No Contributor shall be required to make any additional capital contribution to the Company in respect of the Northland Shares or this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY

        The Company represents and warrants to each of the Contributors as follows:

        3.1       Organization and Good Standing. The Company is a corporation, duly organized and validly existing under the laws of the State of Wisconsin, with full corporate power and authority to carry on its business as such business is now conducted and as proposed to be conducted.

        3.2       Authority Relative to this Agreement. The Company has full corporate power and authority to execute and deliver this Agreement and to convey the Company Shares to the Contributors pursuant to the terms and conditions of this Agreement. The execution and delivery by the Company of this Agreement has been duly authorized by all necessary corporate action required on the part of the Company. This Agreement has been duly executed and delivered by the Company. This Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such terms may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’rights generally or (ii) general principles of equity, whether considered in a proceeding in equity or at law.

        3.3       Validly Issued and Authorized. Upon delivery to the Company of the Capital Contributions, the Company Shares, upon their issuance, will be validly issued, fully paid and nonassessable, with no liability on the part of the holders thereof (except as otherwise provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law), and each Contributor will have good title to the Company Shares issued to such Contributor, free of Encumbrances.

        3.4       Capitalization of the Company. The authorized capital stock of Company consists entirely of (a) 150,000,000 shares of Company Common Stock, of which 100 shares have been issued to Sun Northland, and (b) 5,000,000 shares of preferred stock, $0.01 par value per share, of which (i) 100 shares have been designated as Company Preferred Stock and (ii) no shares have been issued.

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        3.5       No Violation. Neither the execution and delivery of this Agreement nor the consummation by the Company of the transactions contemplated hereby (a) will violate any Laws or any order, writ, injunction, judgment, plan or decree (collectively, “Orders”) of any court, arbitrator, department, commission, board, bureau, agency, authority, instrumentality or other body, whether federal, state, municipal, foreign or other (collectively, “Government Entities”); (b) except with respect to the filing of the Schedule 13E-3 with the SEC and compliance with Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will require any authorization, consent, approval, exemption or other action by or notice to any Government Entity; or (c) will violate or conflict with, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or will result in the termination of, or accelerate the performance required by, or result in the creation of any Encumbrance upon any of the assets of the Company under, any term or provision of the charter documents, bylaws or other organizational documents of the Company or of any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which the Company is a party or by which the Company or any of its assets or properties may be bound or affected.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTORS

        Each of the Contributors severally represents and warrants to the Company and to each other as follows:

        4.1       Organization and Good Standing. Each Contributor that is a corporation, limited liability company or other business organization, is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization, with full corporate power and authority to carry on its business as such business is now conducted and as proposed to be conducted.

        4.2       Authority Relative to this Agreement. The Contributor has full corporate power and authority to execute and deliver this Agreement and to make the Capital Contributions contemplated hereby. The execution and delivery by the Contributor of this Agreement has been duly authorized by all necessary action required on the part of the Contributor. This Agreement has been duly executed and delivered by the Contributor. This Agreement constitutes the valid and binding obligation of the Contributor, enforceable against such Contributor in accordance with its terms, except as such terms may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally or (ii) general principles of equity, whether considered in a proceeding in equity or at law.

        4.3       No Violation. Neither the execution and delivery of this Agreement nor the consummation by the Contributor of the transactions contemplated hereby (a) will violate any Laws or Orders of any Government Entities; (b) will require any authorization, consent, approval, exemption or other action by or notice to any Government Entity; or (c) will violate or conflict with, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or will result in the termination of, or accelerate the performance required by, or result in the creation of any Encumbrance upon any of the assets of the Contributor (or the shares of Northland Common Stock or Northland Preferred Stock, as applicable) under, any term or provision of the charter documents, bylaws or other organizational documents of the Contributor or of any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which the Contributor is a party or by which the Contributor or any of its assets or properties may be bound or affected.

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        4.4       Investment Intent. The Contributor is acquiring the Company Shares for the Contributor’s own account for investment purposes only and not with a view to or for the resale, distribution, subdivision or fractionalization thereof and has no contract, understanding, undertaking agreement or arrangement of any kind with any person to sell, transfer or pledge to any person its Company Shares or any part thereof nor does such Contributor have any plan to enter into any such agreement.

        (a)     By reason of its business or financial experience, the Contributor has the capacity to protect its own interest in connection with the transactions contemplated hereunder, is able to bear the risks of an investment in the Company, and could afford a complete loss of such investment.

        (b)     The Contributor is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire Company Shares.

        (c)     The Contributor acknowledges that the Company Shares have not been registered under the Securities Act of 1933 or any state securities laws, inasmuch as they are being acquired in a transaction not involving a public offering, and, under such laws may not be resold or transferred by the Contributor without appropriate registration or the availability of an exemption from such requirements. In this connection, the Contributor represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act of 1933, as amended.

ARTICLE V

CONDITIONS PRECEDENT TO CONTRIBUTORS’ OBLIGATIONS

        Each and every obligation of Contributors to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of each of the following conditions:

        5.1       Representations and Warranties True of the Closing Date. Each of the representations and warranties made by Company in this Agreement shall be true and correct in all material respects as of the date of this Agreement, and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.

        5.2       Absence of Litigation. No complaint, action, suit, proceeding, demand, investigation or inquiry, whether civil, criminal or administrative (“Litigation”), shall have been commenced or threatened by any Government Entity against the Company, the Contributors or any of the affiliates, officers or directors of any of them (in their capacities as such), with respect to the transactions contemplated hereby or with respect to the transactions described in the Schedule 13E-3.

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        5.3       Dissemination of Schedule 13E-3. The Schedule 13E-3 shall have been filed with the SEC and shall have been disseminated to shareholders of Northland in accordance with Rule 13e-3 under the Exchange Act at least twenty (20) days prior to the Closing Date.

        5.4        Shareholders' Agreement. The Shareholders' Agreement shall have been duly and validly executed and delivered by the Company.

ARTICLE VI

CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS

        6.1       Representations and Warranties True of the Closing Date. Each of the representations and warranties made by the Contributors in this Agreement shall be true and correct in all material respects as of the date of this Agreement, and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.

        6.2       Absence of Litigation. No Litigation shall have been commenced or threatened by any Government Entity against the Company, the Contributors or any of the affiliates, officers or directors of any of them (in their capacities as such), with respect to the transactions contemplated hereby or with respect to the transactions described in the Schedule 13E-3.

        6.3       Dissemination of Schedule 13E-3. The Schedule 13E-3 shall have been filed with the SEC and shall have been disseminated to shareholders of Northland in accordance with Rule 13e-3 under the Exchange Act at least twenty (20) days prior to the Closing Date.

        6.4        Shareholders' Agreement. The Shareholders' Agreement shall have been duly and validly executed and delivered by each Contributor.

ARTICLE VII

COVENANTS AND CONDITIONS

        7.1       Authorized Shares. The Company shall at all times prior to the Closing reserve and keep available out of its authorized but unissued stock, for the purposes of effecting the Capital Contributions, such number of its duly authorized shares of Company Common Stock and Company Preferred Stock as shall be sufficient to effect the Capital Contributions.

        7.2       Termination of Registration Agreement. Effective as of the Closing, Contributors agree that all rights and obligations of the Contributors pursuant to that certain Registration Agreement, dated November 6, 2001, by and between Northland, Sun Northland, and the other persons listed on the signature page thereto shall be terminated and of no further force or effect, and that no Contributor will assert or demand any of the rights previously provided to such Contributor thereunder.

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        7.3       Exercise of Warrant. Ableco shall exercise its warrant to purchase Northland Common Stock in accordance with its terms sufficiently in advance of the Closing Date to allow it to make the Capital Contribution specified herein.

ARTICLE VIII

CLOSING

        8.1       Time and Place of Closing. Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned in accordance with Article 9, and provided that the conditions to the Closing set forth in Article 6 and Article 7 are satisfied or waived, the consummation of the transactions contemplated hereby (the “Closing”) shall take place at the offices of Foley & Lardner LLP, 777 East Wisconsin Avenue, Milwaukee, Wisconsin, at 10:00 A.M. local time on the first business day after the satisfaction or waiver of the condition to the Closing set forth in Section 5.3 and Section 6.3. The actual date of the Closing is referred to as the “Closing Date.”

        8.2        Closing Deliveries.

        (a)     At the Closing, each Contributor shall deliver to the Company certificates for the Northland Shares as provided in Section 2.1, duly endorsed in blank.

        (b)     At the Closing, the Company shall deliver to each Contributor a Certificate for the number of Company Shares to be issued to the Contributor pursuant to Section 2.1.

        (c)     At the Closing, the Company shall deliver to each Contributor the Shareholders’ Agreement, duly executed by the Company, and each Contributor shall deliver to the Company the Shareholders’ Agreement, duly executed by such Contributor.

        (d)     At the Closing, each Contributor shall deliver to the Company a certificate signed by an officer of such Contributor (or, in the case of John Swendrowski, by John Swendrowski) to the effect that each of the representations and warranties made by such Contributor in this Agreement is true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

        (e)     At the Closing, the Company shall deliver to each Contributor a certificate signed by an officer of the Company to the effect that each of the representations and warranties made by the Company in this Agreement is true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

        8.3       Section 351 Statements. (a) Each Contributor shall file a “transferor’s statement” under Treasury Regulations § 1.351-3(a) with the Internal Revenue Service with the Contributor’s federal income tax return, for its taxable year in which the Closing occurred. The statement shall be in substantially the form attached hereto as Exhibit B and the Contributor shall furnish to the Company a copy of the statement as and when filed with such return.

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        (b)     The Company shall file a “transferee corporation’s statement” under Treasury Regulations § 1.351-3(b) with the Internal Revenue Service with the Company’s federal income tax return, for its taxable year in which the Closing occurred. The statement shall be in substantially the form attached hereto as Exhibit C and the Company shall furnish each Contributor a copy of the statement as and when filed with such return.

        8.4       Further Assurances. Each Contributor and the Company shall take such other actions and make such other deliveries of documents as are necessary or appropriate to effectuate the Capital Contributions and the issuance of the Company Shares.

ARTICLE IX

TERMINATION

        9.1        Right of Termination Without Breach. This Agreement may be terminated without further liability of any party at any time prior to the Closing

        (a)     by mutual written agreement of each of the Company and the Contributors; or

        (b)     by either the Company or the Contributors if the Closing shall not have occurred on or before December 31, 2005, provided the terminating party has not, through breach of a representation, warranty or covenant, prevented the Closing from occurring on or before such date.

        9.2        Termination for Breach.

        (a)     If (i) there has been a material violation or breach by the Company of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by the Contributors, or (ii) there has been a failure of satisfaction of a condition to the obligations of the Contributors which has not been so waived, or (iii) the Company shall have attempted to terminate this Agreement without grounds to do so, then the Contributors may give written notice to the Company specifying such violation, breach, failure or wrongful termination attempt and if the same is not cured within ten (10) days, then the Contributors may at any time prior to the Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 9.2(c) hereof.

        (b)     If (i) there has been a material violation or breach by any Contributor of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by the Company, or (ii) there has been a failure of satisfaction of a condition to the obligations of the Company which has not been so waived, or (iii) any Contributor shall have attempted to terminate this Agreement without grounds to do so, then the Company may give written notice to Contributors specifying such violation, breach, failure or wrongful termination attempt and if the same is not cured within ten (10) days, then the Company may at any time prior to the Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 9.2(c) hereof.

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        (c)     Termination of this Agreement pursuant to this Section 9.2 shall not in any way terminate, limit or restrict the rights and remedies of any party hereto against any other party which has violated, breached or failed to satisfy any of the representations, warranties, covenants, agreements, conditions or other provisions of this Agreement prior to termination hereof. In addition to the right of any party under common law to redress for any such breach or violation, each party whose breach or violation has occurred prior to termination shall severally and not jointly indemnify each other party for whose benefit such representation, warranty, covenant, agreement or other provision was made (“indemnified party”) from and against all losses, damages (including, without limitation, consequential damages), costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs, and attorneys fees and expenses) asserted against, resulting to, imposed upon, or incurred by the indemnified party, directly or indirectly, by reason of, arising out of or resulting from such breach or violation.

ARTICLE X

GENERAL PROVISIONS

        10.1       Notices. All notices and other communications given hereunder shall be in writing. Notices shall be effective when delivered, if delivered personally. Otherwise, they shall be effective when sent to the Parties at the addresses or numbers listed on Schedule 10.1 attached hereto, as follows: (i) on the Business Day delivered (or the next Business Day following delivery if not delivered on a Business Day) if sent by a local or long distance courier, prepaid telegram, telefax or other facsimile means (confirmed receipt), or (ii) three (3) days after mailing if mailed by registered or certified U.S. mail, postage prepaid and return receipt requested.

        Any Person may change the address or number to which notices are to be delivered to him, her or it by giving the other Persons named above notice of the change in the manner set forth above.

        10.2        Survival. The representations, warranties, covenants, agreements and indemnities in this Agreement shall survive the Closing.

        10.3       Expenses. Each Party shall bear and be responsible for all fees, costs, and out-of-pocket expenses (including reasonable legal, accounting and engineering expenses) incurred by it with respect to the due diligence, negotiation, documentation and consummation of the Capital Contributions and the issuance of the Company Shares pursuant to this Agreement.

        10.4       Complete Agreement. This Agreement, the exhibits and schedules hereto embody the entire agreement between the Parties hereto with respect to the Contributors’ investment in the Company, and shall supersede all previous oral and written and all contemporaneous oral negotiations, commitments, and understandings.

        10.5       GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE INTERNAL LAWS OF THE STATE OF WISCONSIN WITHOUT REGARD TO ITS CHOICE OF LAW RULES. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF THIS AGREEMENT OR CONDUCT IN CONNECTION WITH THE ENGAGEMENT IS HEREBY WAIVED BY THE PARTIES.

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        10.6       Severability. Any provision of this Agreement which is invalid, illegal, or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality, or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal, or unenforceable in any other jurisdiction.

        10.7       Section Headings; Construction. The headings of Articles and Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Article” or “Articles” without identifying any particular agreement or instrument refer to the corresponding Article or Articles of this Agreement. All references to “Section” or “Sections” without identifying any particular agreement or instrument refer to the corresponding Section or Sections of this Agreement. All references in this Agreement to “hereunder,”“hereof,” “hereby” and like terms, without more, refer to this Agreement as a whole and not to any particular Article, Section or provision of this Agreement. Any reference in this Agreement to “the date of this Agreement”refers to the date specified in the first paragraph of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms. References to a given agreement or instrument shall be deemed a reference to that agreement or instrument as modified, amended, supplemented and restated through the date as of which such reference is made.

        10.8       Further Assurances. Upon the reasonable request of a Party or Parties hereto at any time, the other Party or Parties shall forthwith execute and deliver such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as the requesting Party or Parties or its or their counsel may reasonably request in order to effectuate the purposes of this Agreement.

        10.9       Assignability and Parties in Interest. This Agreement and the rights, interests or obligations hereunder may not be assigned by any of the Parties without the prior written consent of the other Parties. This Agreement shall inure to the benefit of and be binding upon the Contributors and the Company and their respective permitted successors and assigns. Nothing in this Agreement will confer upon any Person not a Party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement.

        10.10       Counterparts. Facsimile transmission of any signed original document and/or retransmission of any signed facsimile transmission will be deemed the same as delivery of an original. At the request of any Party, the Parties will confirm facsimile transmission by signing a duplicate original document. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument.

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        10.11        Amendment and Modification. Subject to applicable law, this Agreement may be amended, modified or supplemented only by written agreement of the Company and each of the Contributors.

[SIGNATURES ON FOLLOWING PAGE]

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        IN WITNESS WHEREOF the parties hereto have caused this Agreement to be execute by their duly authorized officers as of the date first written above.

NEW HARVEST, INC.

By:  /s/ John Swendrowski

Name:  John Swendrowski

Title:  Chairman and Chief Executive Officer

ABLECO HOLDING LLC

By:  /s/ Stephen A. Feinberg

Name:  Stephen A. Feinberg

Title:  Chief Executive Officer

WELLS FARGO FOOTHILL, INC.

By:  /s/ Dennis J. Rebman

Name:  Dennis J. Rebman

Title:  Vice President

SUN NORTHLAND, LLC

By:  /s/ Marc J. Leder

Name:  Marc J. Leder

Title:  Co-CEO

FIRST GENERATION LLC

By:  /s/ John Swendrowski

Name:  John Swendrowski

Title:  Managing Member

ARK CLO 2000-1 LIMITED

By:  /s/ Lynn Tilton

Name:  Lynn Tilton

Title:  Manager

/s/ John Swendrowski

John Swendrowski in his individual capacity

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Schedule 2.1

Contribution Schedule

Name	Northland Shares to be Contributed	New Harvest, Inc. Shares to be Received
Sun Northland, LLC	78,844,820 shares of	78,844,820 shares of Company
	Northland Common Stock	Common Stock
Wells Fargo Foothill, Inc.	2,543,053 shares of Northland	2,543,053 shares of Company
	Common Stock	Common Stock
Ableco Holding LLC	2,543,053 shares of Northland	2,543,053 shares of Company
	Common Stock	Common Stock
First Generation LLC	100 shares of Northland	100 shares of Company Preferred
	Preferred	Stock
ARK CLO 2000-1 Limited	2,115,820 shares of Northland	2,115,820 shares of Company
	Common Stock	ommon Stock
John Swendrowski	100,370 shares of Northland	100,370 shares of Company
	Common Stock	Common Stock

Schedule 10.1

Notices

If to John Swendrowski, First Generation LLC or New Harvest, Inc., to:

John Swendrowski
c/o Northland Cranberries, Inc.
2321 West Grand Avenue,P.O. Box 8020
Wisconsin Rapids, Wisconsin 54494-8020
Facsimile: (715) 422-6897

With a copy to:

Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Attention: Steven R. Barth
                    Peter C. Underwood
Facsimile: (414) 297-4900

If to Sun Northland, LLC, to:

5200 Town Center Circle, Suite 470
Boca Raton, Florida 33486
Attention: Marc J. Leder, Rodger R. Krouse and C. Deryl Couch
Facsimile: (561) 394-0540

With a copy to:

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Douglass C. Gessner
Facsimile: (312) 861-2200

If to Wells Fargo Foothill, Inc., to:

Wells Fargo Foothill, Inc.
1000 Abernathy Road
Suite 1450
Atlanta, Georgia 30328
Attention: Credit Manager
Facsimile: 770-508-1374

If to Ableco Holding LLC, to:

Ableco Holding LLC
229 Park Avenue
Floors 21-23
New York, New York 10171
Attn: Eric F. Miller
Telecopy No.: (212) 758-5305

with a copy to:

Schulte Roth & Zabel, LLP
919 Third Avenue
New York, New York 10022
Attn: Frederic L. Ragucci, Esq.
Telecopy No.: (212) 593-5955

If to ARK CLO 2000-1 Limited, to:

ARK CLO 2000-1 Limited
c/o Patriarch Partners, LLC
40 Wall Street, 25th Floor
New York, NY 10005
Attention: Dennis Dolan/Lynn Tilton
Facsimile: (561) 279-0888

ARK CLO 2000-1 Limited
c/o Woodside Capital
36 Bay State Road
Cambridge, MA 02138
Attention: David Ray
Facsimile: (617) 547-5162

EX-99.3

STOCK PURCHASE AGREEMENT

By and among

U.S. BANK NATIONAL ASSOCIATION

MID AMERICA BANK, F.S.B

and

NEW HARVEST, INC.

Dated as of September 26, 2005

_________________

STOCK PURCHASE AGREEMENT

        This STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of September 26, 2005, by and among U.S. Bank National Association (“U.S. Bank”), Mid America Bank, f.s.b. (as successor in interest to St. Francis Bank, F.S.B.) (“Mid America”) (U.S. Bank and Mid America sometimes being referred to herein individually as a “Seller” and collectively as the “Sellers”), and New Harvest, Inc. (“Buyer”).

        WHEREAS, (i) U.S. Bank owns 4,658,873 shares of class A common stock, $0.01 par value per share (“Northland Common Stock”), of Northland Cranberries, Inc., a Wisconsin corporation (“Northland”); and (ii) Mid America owns 844,294 shares of Northland Common Stock; and

        WHEREAS, on the date hereof, Buyer is entering into a Contribution Agreement (the “Contribution Agreement”) with (i) Sun Northland LLC, owner of 78,844,820 shares of Northland Common Stock (“Sun”); (ii) Wells Fargo Foothill, Inc. (f/k/a Foothill Capital Corporation), owner of 2,543,053 shares of Northland Common Stock (“Wells Fargo”); (iii) Ableco Holding LLC, owner of a warrant to purchase 2,543,053 shares of Northland Common Stock (“Ableco”); (iv) ARK CLO 2000-1 Limited, owner of 2,115,820 shares of Northland Common Stock (“ARK CLO”); and (iv) First Generation LLC (“First Generation”), owner of 100 shares of Northland’s Series B Preferred Stock, $0.01 par value per share (“Northland Preferred Stock”); and

        WHEREAS, pursuant to the Contribution Agreement, (i) Sun has agreed to contribute its shares of Northland Common Stock to Buyer in return for an equal number of shares of Buyer’s common stock, $0.01 par value per share (“Buyer Common Stock”); (ii) Wells Fargo has agreed to contribute its shares of Northland Common Stock to Buyer in return for an equal number of shares of Buyer Common Stock; (iii) Ableco has agreed to exercise its warrant and contribute its shares of Northland Common Stock received upon exercise to Buyer in return for an equal number of shares of Buyer Common Stock; (iv) ARK CLO has agreed to contribute its shares of Northland Common Stock to Buyer in return for an equal number of shares of Buyer Common Stock; and (iv) First Generation has agreed to contribute its shares of Northland Preferred Stock to Buyer in return for an equal number of shares of Buyer’s Series A Preferred Stock, $0.01 par value per share (such transactions being referred to collectively as the “Contributions”); and

        WHEREAS, the Contributions will occur pursuant to the terms of the Contribution Agreement in a tax-free exchange under Section 351 of the Internal Revenue Code of 1986, as amended, on the Closing Date (as such term is defined herein), immediately prior the purchase by Buyer of Sellers’ shares of Northland Common Stock provided for herein; and

        WHEREAS, promptly following the Contributions and the purchase by Buyer of Sellers’ shares of Northland Common Stock provided for herein, Buyer will own in excess of 90% of each class of capital stock of Northland and intends to merge into Northland in a “short-form” merger pursuant to Section 180.1104 of the Wisconsin Business Corporation Law (the “Merger”); and

        WHEREAS, Buyer and certain other parties intend to file with the Securities and Exchange Commission (“SEC”), and disseminate to Northland’s shareholders in accordance with the rules of the SEC, a Schedule 13E-3 in connection with the Merger and the transactions contemplated hereby and by the Contribution Agreement (the “Schedule 13E-3”).

        NOW THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows.

1. PURCHASE AND SALE OF SHARES

        Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, each Seller shall, severally and not jointly, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from such Seller, the shares of Northland Common Stock set forth opposite the name of such Seller on Schedule 1 attached hereto (all such shares being collectively referred to as the “Shares”).

2. PURCHASE PRICE

    2.1.        Purchase Price.

        The aggregate purchase price (the “Purchase Price”) payable for the Shares shall be $1,155,665.07, or $0.21 per share. Buyer shall pay the Purchase Price in cash to each Seller on the Closing Date as follows: (a) to U.S. Bank, a total of $978,363.33; and (b) to Mid America, a total of $177,301.74.

    2.2.       Payment of Purchase Price.

        All payments under Section 2.1 shall be made by wire transfer of immediately available funds to an account that each Seller designates by notice to Buyer delivered at least forty-eight (48) hours prior to the Closing Date.

3. REPRESENTATIONS AND WARRANTIES OF SELLERS

        Sellers, severally and not jointly, make the following representations and warranties to Buyer, each of which is true and correct on the date hereof and shall remain true and correct to and including the Closing Date.

    3.1.       Corporate.

    (a)       Organization. Each Seller is a corporation or other business organization that is duly organized, validly existing and in good standing under the laws of jurisdiction of organization.

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    (b)       Authority. Each Seller has all necessary power and authority to execute and deliver this Agreement and the other agreements, instruments and documents to be executed by such Seller pursuant hereto, (such other agreements, instruments and documents are sometimes referred to herein as the “Seller Ancillary Instruments”), and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the Seller Ancillary Instruments and the consummation of the transactions contemplated hereby and thereby have been duly authorized by each Seller. No other or further act or proceeding on the part of any Seller or their respective shareholders, partners or members is necessary to authorize this Agreement or the Seller Ancillary Instruments or the consummation of the transactions contemplated hereby and thereby. This Agreement constitutes, and when executed and delivered, the Seller Ancillary Instruments will constitute, valid and binding agreements of each Seller, enforceable in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally, and by general equitable principles.

    3.2.       Title.

        Each Seller has, and at the Closing Buyer will receive, good and marketable title to the Shares set forth opposite such Seller’s name on Schedule 1 attached hereto, free and clear of all liens (statutory or otherwise), security interests, claims, pledges, options, conditional sales contracts, assessments, charges or encumbrances of any nature whatsoever (collectively, “Liens”).

    3.3.        No Violation.

        Neither the execution and delivery of this Agreement nor the consummation by Sellers of the transactions contemplated hereby (a) will violate any statute, law, ordinance, rule or regulation (collectively, “Laws”) or any order, writ, injunction, judgment, plan or decree (collectively, “Orders”) of any court, arbitrator, department, commission, board, bureau, agency, authority, instrumentality or other body, whether federal, state, municipal, foreign or other (collectively, “Government Entities”); (b) will require any authorization, consent, approval, exemption or other action by or notice to any Government Entity; or (c) will violate or conflict with, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or will result in the termination of, or accelerate the performance required by, or result in the creation of any Lien upon any of the assets of any of the Sellers (or the Shares) under, any term or provision of the charter documents, bylaws or other organizational documents of any Seller or of any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which any Seller is a party or by which any Seller or any of its assets or properties may be bound or affected.

4. REPRESENTATIONS AND WARRANTIES OF BUYER

        Buyer makes the following representations and warranties to Sellers, each of which is true and correct on the date hereof and shall remain true and correct to and including the Closing Date.

    4.1.       Corporate.

    (a)       Organization. Buyer is a corporation duly organized, validly existing and in active status under the laws of the State of Wisconsin and has the requisite power to carry on its business as now being conducted.

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    (b)              Authority. Buyer has all necessary power and authority to execute and deliver this Agreement and the other agreements, instruments and documents to be executed by Buyer pursuant hereto, (such other agreements, instruments and documents are sometimes referred to herein as the “Buyer Ancillary Instruments”), and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the Buyer Ancillary Instruments and the consummation of the transactions contemplated hereby and thereby have been duly authorized by Buyer. No other or further act or proceeding on the part of Buyer or its shareholders is necessary to authorize this Agreement or the Buyer Ancillary Instruments or the consummation of the transactions contemplated hereby and thereby. This Agreement constitutes, and when executed and delivered, the Buyer Ancillary Instruments will constitute, valid and binding agreements of Buyer, enforceable in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally, and by general equitable principles.

    4.2.        No Violation.

        Neither the execution and delivery of this Agreement or the Buyer Ancillary Instruments, nor the consummation by Buyer of the transactions contemplated hereby or thereby, (a) will violate any Laws or Orders of any Government Entities; (b) except with respect to the filing of the Schedule 13E-3 with the SEC and compliance with Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will require any authorization, consent, approval, exemption or other action by or notice to any Government Entity; or (c) will violate or conflict with, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or will result in the termination of, or accelerate the performance required by, or result in the creation of any Liens upon any of the assets of Buyer under, any term or provision of the charter documents, bylaws or other organizational documents of Buyer or of any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which Buyer is a party or by which Buyer or any of its assets or properties may be bound or affected.

5. CONDITIONS PRECEDENT TO SELLERS’ OBLIGATIONS

        Each and every obligation of Sellers to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of each of the following conditions:

    5.1.           Representations and Warranties True of the Closing Date.

        Each of the representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects as of the date of this Agreement, and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.

    5.2.           Absence of Litigation.

        No complaint, action, suit, proceeding, demand, investigation or inquiry (other than the ordinary-course review of the Schedule 13E-3 by the SEC), whether civil, criminal or administrative (“Litigation”), shall have been commenced or threatened by any Government Entity or any other person against Company, Sellers or any of the affiliates, officers or directors of any of them (in their capacities as such), with respect to the transactions contemplated hereby or with respect to the transactions described in the Schedule 13E-3.

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    5.3.           Dissemination of Schedule 13E-3.

        The Schedule 13E-3 shall have been filed with the SEC and shall have been disseminated to shareholders of Northland in accordance with Rule 13e-3 under the Exchange Act at least twenty (20) days prior to the Closing Date.

6. CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS

    6.1.           Representations and Warranties True of the Closing Date.

        Each of the representations and warranties made by Sellers in this Agreement shall be true and correct in all material respects as of the date of this Agreement, and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.

    6.2.           Absence of Litigation.

        No Litigation (other than the ordinary-course review of the Schedule 13E-3 by the SEC) shall have been commenced or threatened by any Government Entity or any other person against Company, Sellers or any of the affiliates, officers or directors of any of them (in their capacities as such), with respect to the transactions contemplated hereby or with respect to the transactions described in the Schedule 13E-3.

     6.3.        Dissemination of Schedule 13E-3.

        The Schedule 13E-3 shall have been filed with the SEC and shall have been disseminated to shareholders of Northland in accordance with Rule 13e-3 under the Exchange Act at least twenty (20) days prior to the Closing Date.

7. CLOSING

        Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned in accordance with Section 8, and provided that the conditions to the Closing set forth in Section 5 and Section 6 are satisfied or waived, the consummation of the transactions contemplated hereby (the “Closing”) shall take place at the offices of Foley & Lardner LLP, 777 East Wisconsin Avenue, Milwaukee, Wisconsin, at 10:00 a.m., local time, on the first business day after the satisfaction or waiver of the condition to the Closing set forth in Section 5.3 and Section 6.3. The actual time and date of the Closing is referred to as the “Closing Date.”

    7.1.           Deliveries of Sellers.

        At the Closing, Sellers shall deliver to Buyer the following, in each case duly executed or otherwise in proper form:

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    (a)       Stock Certificate(s). Stock certificates representing the Shares, duly endorsed for transfer or with duly executed stock powers attached.

    (b)       Compliance Certificate. A certificate signed by an officer of each Seller to the effect that each of the representations and warranties made by such Seller in this Agreement is true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

    7.2.       Deliveries of Buyer.

        At the Closing, Buyer shall make the payments required by Section 2.1 and shall deliver to Sellers the following, in each case duly executed or otherwise in proper form:

    (a)       a certificate signed by an officer of Buyer that each of the representations and warranties made by Buyer in this Agreement is true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

8. TERMINATION

    8.1.       Right of Termination Without Breach.

        This Agreement may be terminated without further liability of any party at any time prior to the Closing

    (a)       by mutual written agreement of Buyer and Sellers; or

    (b)       by either Buyer or Sellers if the Closing shall not have occurred on or before December 31, 2005, provided the terminating party has not, through breach of a representation, warranty or covenant, prevented the Closing from occurring on or before such date.

    8.2.       Termination for Breach.

    (a)       Termination by Sellers. If (i) there has been a material violation or breach by Buyer of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Sellers, or (ii) there has been a failure of satisfaction of a condition to the obligations of Sellers which has not been so waived, or (iii) Buyer shall have attempted to terminate this Agreement without grounds to do so, then Sellers may give written notice to Buyer specifying such violation, breach, failure or wrongful termination attempt and if the same is not cured within ten (10) days, then Sellers may at any time prior to the Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 8.2(c) hereof.

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    (b)       Termination by Buyer. If (i) there has been a material violation or breach by Sellers of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing by Buyer, or (ii) there has been a failure of satisfaction of a condition to the obligations of Buyer which has not been so waived, or (iii) Sellers shall have attempted to terminate this Agreement without grounds to do so, then Buyer may give written notice to Sellers specifying such violation, breach, failure or wrongful termination attempt and if the same is not cured within ten (10) days, then Buyer may at any time prior to the Closing that such violation, breach, failure or wrongful termination attempt is continuing, terminate this Agreement with the effect set forth in Section 8.2(c) hereof.

    (c)       Effect of Termination. Termination of this Agreement pursuant to this Section 8.2 shall not in any way terminate, limit or restrict the rights and remedies of any party hereto against any other party which has violated, breached or failed to satisfy any of the representations, warranties, covenants, agreements, conditions or other provisions of this Agreement prior to termination hereof. In addition to the right of any party under common law to redress for any such breach or violation, each party whose breach or violation has occurred prior to termination shall severally and not jointly indemnify each other party for whose benefit such representation, warranty, covenant, agreement or other provision was made (“indemnified party”) from and against all losses, damages (including, without limitation, consequential damages), costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs, and attorneys fees and expenses) asserted against, resulting to, imposed upon, or incurred by the indemnified party, directly or indirectly, by reason of, arising out of or resulting from such breach or violation.

9. MISCELLANEOUS

    9.1.       Further Assurance.

        From time to time, at either party’s request and without further consideration, each party hereto will execute and deliver to the other party such documents and take such other action as such other party may reasonably request in order to consummate more effectively the transactions contemplated hereby.

    9.2.           Law Governing Agreement.

        This Agreement may not be modified or terminated orally, and shall be construed and interpreted according to the internal laws of the State of Wisconsin, excluding any choice of law rules that may direct the application of the laws of another jurisdiction. Any right to trial by jury with respect to any claim or action arising out of this agreement or conduct in connection with the engagement is hereby waived by the parties hereto.

    9.3.           Amendment and Modification.

        Buyer and Sellers may amend, modify and supplement this Agreement in such manner as may be agreed upon in writing between Buyer and Sellers.

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    9.4.        Entire Agreement.

        This instrument embodies the entire agreement between the parties hereto with respect to the transactions contemplated herein, and there have been and are no agreements, representations or warranties between the parties other than those set forth or provided for herein.

    9.5.        Counterparts.

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

    9.6.        Headings.

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

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

U.S. BANK NATIONAL ASSOCIATION	MID AMERICA BANK, F.S.B.
By:  /s/ Stephen A. Tornio	By:  /s/ Jerry Weberling
Stephen A. Tornio         Vice President	Jerry Weberling         Executive Vice President and Chief Financial Officer
NEW HARVEST, INC.
By:  /s/ John Swendrowski
John Swendrowski         Chairman and Chief Executive Officer

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Schedule 1

Name	Shares
U.S. Bank National Association	4,658,873 shares of Northland Common Stock
Mid America Bank, f.s.b	844,294 shares of Northland Common Stock

EX-99.4

SHAREHOLDERS’ AGREEMENT

        THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made as of September 26, 2005, by and among (i) Sun Northland, LLC, a Delaware limited liability company (“Sun”), (ii) each of the Persons whose name appears on the signature page hereto or who otherwise hereafter becomes a party to this Agreement (the “Minority Shareholders”), and (iii) New Harvest, Inc., a Wisconsin corporation (the “Company”). Certain other capitalized terms used herein are defined in Section 1.

        NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

    1.       Certain Definitions. The terms defined in this Section 1, whenever used in this Agreement, shall, unless the context clearly otherwise requires, have the following respective meanings:

        “Affiliate” of a Person shall mean any other Person, directly or indirectly controlling, controlled by or under common control with such Person.

        “Applicable Percentage” shall have the meaning set forth herein in Section 3.1(c).

        “Common Stock” shall mean the common stock, $0.01 par value per share, of the Company as constituted on the date hereof, any security into which any such common stock shall have been changed, converted or exchanged by merger or otherwise, and any security resulting from any reclassification of any of the foregoing (for the avoidance of doubt, “Common Stock” shall mean the Class A Common Stock, $0.01 par value per share, of Northland Cranberries, Inc. (“Northland”) as the surviving corporation in the proposed merger of the Company with and into Northland).

        “Common Stock Equivalents” shall mean Common Stock and any securities convertible or exchangeable for shares of Common Stock.

        “Company”shall have the meaning set forth in the preamble of this Agreement, and shall include any successor corporation or business entity, whether by merger or otherwise (for the avoidance of doubt, following the proposed merger of the Company with and into Northland, “Company” shall mean Northland as the surviving corporation in the merger).

        “Exempt Transfer”, as applied to any Shareholder, shall mean (a) any Permitted Affiliate Sale, (b) in the case of an individual, any Transfer to a member of the Family of such Shareholder, if such individual agrees to be bound by the terms of this Agreement and executes a joinder hereto, or (c) any Transfer to another Shareholder.

        “Family”, as applied to any individual, shall mean (a) the children of such individual (by birth or adoption), (b) the parents, spouse and siblings of such individual, (c) the children of such siblings, (d) any trust solely for the benefit of, or any partnership, limited liability company or other entity owned solely by, any one or more of such aforementioned individuals (so long as such individual has the exclusive right to control such trust or other entity) and (e) the estate of such individual.

        “Minority Shares” shall mean shares of the Company’s Common Stock owned or controlled by the Minority Shareholders.

        “Minority Shareholders” shall have the meaning set forth in the preamble.

        “Notice of Transfer” shall have the meaning set forth herein in Section 3.1(b).

        “Outside Offer” shall have the meaning set forth herein in Section 2.2(a).

        “Permitted Affiliate Sale” shall mean any sale by a holder of Common Stock to any one or more of its Affiliates or a fund or account managed by a holder of Common Stock or an Affiliate of such holder, if such Person agrees to be bound by the terms of this Agreement to the same extent as the transferor and executes a joinder hereto.

        “Person” shall mean an individual, a corporation, a limited liability company, an association, a joint-stock company, a business trust or other similar organization, a partnership, a joint venture, a trust, an unincorporated organization or a government or any agency, instrumentality or political subdivision thereof.

        “Prospective Purchaser” shall have the meaning set forth herein in Section 2.2(a).

        “Rights” shall have the meaning set forth in Section 4(a).

        “Securities Act” shall mean the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations promulgated thereunder, all as amended, modified or supplemented from time to time.

        “Selling Shareholder” shall have the meaning set forth in Section 2.2(a).

        “Shareholder” shall mean Sun, the Minority Shareholders and each other Person who shall acquire any shares of Common Stock Equivalents from the Company or the Minority Shareholders and their respective heirs, executors, successors and assigns in accordance with the terms and conditions of this Agreement.

        “Transfer” shall mean any sale, pledge, gift, assignment or other transfer.

        “Warrants” shall mean any warrant issued by the Company to purchase Common Stock Equivalents.

    2.       Restriction on Transfer of Common Stock by Minority Shareholders.

    2.1.       General. The Minority Shareholders shall not Transfer any shares of Common Stock or Warrants and the Company shall not register the Transfer of, or otherwise permit the Transfer of, any shares of Common Stock or Warrants by any Minority Shareholders (except in connection with an Exempt Transfer) unless (a) such Transfer has been consummated in accordance with the terms hereof and (b) the new holder thereof shall first have become a party to this Agreement and shall have agreed in writing to be bound by all of the terms and conditions hereof applicable to the Minority Shareholders. Any Transfer of Common Stock or Warrants by any Minority Shareholder which is not consummated in accordance with this Agreement shall be void. Sun shall not Transfer any shares of its Common Stock Equivalents and the Company shall not register the Transfer of, or otherwise permit the Transfer of, any shares of Common Stock Equivalents by Sun unless such Transfer is an Exempt Transfer, is pursuant to Section 3.1 or Section 3.2, or is otherwise in accordance with the terms hereof. Any Transfer of Common Stock Equivalents by Sun which is not consummated in accordance with this Agreement shall be void.

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    2.2.       Limited Right to Dispose of Interest.

    (a)       Bona Fide Offer to Purchase Interest. Except in connection with an Exempt Transfer, if any Minority Shareholders (or any of his, her or its transferees) shall at any time desire to Transfer all or any part of his, her or its shares of Common Stock or Warrants, as permitted under the terms of this Agreement, such Person (the “Selling Shareholder”) shall first obtain a bona fide written offer which such Selling Shareholder desires to accept (the “Outside Offer”) to purchase all or any portion of such Selling Shareholder’s Common Stock or Warrants for a fixed cash price payable in full at the closing of such transaction. The Outside Offer shall set forth its date, the proposed purchase price, the number of shares of Common Stock or Warrants proposed to be purchased, and the other terms and conditions upon which the purchase is proposed to be made, as well as the name and address of the Prospective Purchaser. “Prospective Purchaser”, as used herein, shall mean the prospective record owner or owners of the shares of Common Stock or Warrants which are the subject of the Outside Offer and all other Persons proposed to have a beneficial interest in such Common Stock or Warrants. The Selling Shareholder shall transmit copies of the Outside Offer to the Company and Sun within five (5) days after the Selling Shareholder’s receipt of the Outside Offer.

    (b)       Option of Company and Sun.

    (i)       As a result of the foregoing transmittal of the Outside Offer, the Selling Shareholder shall be deemed to have offered in writing to sell all, but not less than all, of such Selling Shareholder’s Common Stock or Warrants to the Company which are proposed to be purchased in the Outside Offer at the price and upon the terms set forth in the Outside Offer. For a period of twenty (20) days after such deemed offer by the Selling Shareholder to the Company, the Company shall have the option, exercisable by written notice to the Selling Shareholder, to accept the Selling Shareholder’s offer, in whole and not in part, as to the Selling Shareholder’s Common Stock or Warrants.

    (ii)              If the Company does not exercise its option set forth in the preceding Section 2.2(b)(i), the Selling Shareholder shall be deemed to have offered in writing to sell all, but not less than all, of such Selling Shareholder’s Common Stock or Warrants to Sun which are proposed to be sold in the Outside Offer at the price and upon the terms set forth in the Outside Offer. For a period of ten (10) days after such deemed offer by the Selling Shareholder to Sun, Sun shall have the option, exercisable by written notice to the Selling Shareholder, to accept the Selling Shareholder’s offer, in whole and not in part, as to the Selling Shareholder’s Common Stock or Warrants.

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    (c)       Acceptance of the Bona Fide Offer. If, at the end of the option periods described in Section 2.2(b) hereof, the option has not been exercised either by the Company or Sun to purchase all of the Selling Shareholder’s Common Stock or Warrants proposed to be purchased in the Outside Offer, the Selling Shareholder shall be free for a period of sixty (60) days thereafter to Transfer up to the number of shares of his, her or its Common Stock or Warrants proposed to be purchased in the Outside Offer to the Prospective Purchaser at the price and upon the terms and conditions set forth in the Outside Offer, provided that the Prospective Purchaser is not a Person that, directly or indirectly (whether as sole proprietor, partner, manager, consultant, director, officer, employee or agent), owns, manages, operates, controls, finances, engages or participates in the ownership, management, operation or control of any Person that competes with the Company. If such Common Stock or Warrants is not so transferred within the sixty (60) day period, the Selling Shareholder shall not be permitted to sell such Common Stock or Warrants without again complying with this Section 2.2.

    (d)       Notwithstanding anything contained in this Agreement to the contrary, the restrictions on the Transfer of Common Stock or Warrants set forth in this Section 2.2 shall not apply to Sun or any of its Affiliates.

    3.       Tag-Along Rights; Drag-Along Rights.

    3.1.              Tag-Along Rights. Subject to Section 3.1(f):

    (a)       If Sun at any time proposes to Transfer any shares of Common Stock Equivalents, then, as a condition precedent thereto, Sun shall afford the Minority Shareholders the right to participate in such Transfer in accordance with this Section 3.1.

    (b)       If Sun wishes to Transfer any shares of Common Stock Equivalents, it shall give written notice to the Minority Shareholders (a “Notice of Transfer”) not less than twenty (20) nor more than thirty (30) days prior to any proposed Transfer of any such shares. Each such Notice of Transfer shall:

    (i)       specify in reasonable detail (A) the number of shares of Common Stock Equivalents which Sun proposes to Transfer, (B) the identity of the proposed transferee or transferees of such shares, (C) the time within which, the price per share at which, and all other terms and conditions upon which, Sun proposes to Transfer such shares of Common Stock Equivalents, and (D) the percentage of the Common Stock Equivalents then owned by Sun (calculated on a fully-diluted basis) which Sun proposes to Transfer to such proposed transferee or transferees and (E) a representation that such proposed transferees have been informed of the tag-along rights provided for in this Section 3.1 and have agreed to purchase shares of Common Stock Equivalents in accordance with the terms hereof;

    (ii)       make explicit reference to this Section 3.1 and state that the right of the Minority Shareholders to participate in such Transfer under this Section 3.1 shall expire unless exercised within twenty (20) days after receipt of such Notice of Transfer; and

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    (iii)       contain an irrevocable offer by Sun to the Minority Shareholders to participate in the proposed Transfer to the extent provided in Section 3.1(c).

    (c)              Each Minority Shareholder shall have the right to participate in the proposed Transfer by transferring to the proposed transferee or transferees up to that number of shares of Common Stock owned by such Minority Shareholders which is equal to the Applicable Percentage (as hereinafter defined) (or, if such Minority Shareholders shall elect, any lesser percentage) of the shares of Common Stock Equivalents proposed to be transferred by Sun, at the same price per share and on the same terms and conditions as are applicable to the proposed Transfer by Sun (and, if and to the extent such Minority Shareholders shall exercise such right, then the number of shares of Common Stock Equivalents to be sold by Sun in such transaction shall be correspondingly reduced). As used herein, the term “Applicable Percentage” as applied to a Minority Shareholder on any date shall mean a fraction (expressed as a percentage), the numerator of which is the aggregate of the number of shares of Common Stock owned by such Minority Shareholder on such date and the denominator of which is total number of shares of Common Stock Equivalents (assuming exercise of all Warrants) owned by Sun and the Minority Shareholders on such date.

    (d)       A Minority Shareholder must notify Sun, within twenty (20) days after receipt of the Notice of Transfer, if he, she or it desires to accept such offer and to Transfer any shares of Common Stock owned by such Person in accordance with this Section 3.1. The failure of a Minority Shareholder to provide such notice within such 20-day period shall, for the purposes of this Section 3.1, be deemed to constitute a waiver by such Person of his, her or its right to sell any of his, her or its shares of Common Stock in connection with the proposed Transfer described in such Notice of Transfer. Sun will use its commercially reasonable efforts to obtain the agreement of the prospective transferee or transferees to the participation of the Minority Shareholders in such proposed Transfer, and Sun shall not Transfer any of its shares to such prospective transferee if such transferee shall not agree to the participation of the Minority Shareholders in such proposed Transfer. The Minority Shareholders shall not be obligated to sell any shares of Common Stock pursuant to this Section 3.1. Any and all sales of Common Stock by any of the Minority Shareholders pursuant to this Section 3.1 shall be made either concurrently with or prior to the sale of Common Stock Equivalents by Sun.

    (e)       If the Transfer described in any Notice of Transfer is not consummated within ninety (90) days following the date upon which such Notice of Transfer is given or if there is any change in the terms pursuant to which such Transfer is to be consummated, then, prior to consummating such Transfer, Sun must again comply with the provisions of this Section 3.1.

    (f)       Notwithstanding anything to the contrary contained in this Section 3.1, the Minority Shareholders shall not have any rights pursuant to this Section 3.1 to participate in any Exempt Transfer by Sun.

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    3.2.       Drag-Along Rights.

    (a)       If at any time following the date hereof, Sun shall enter into an agreement to sell a majority of the Common Stock Equivalents of the Company to any Person or group of Persons who are not affiliated with Sun, then Sun may require that the Minority Shareholders sell the same percentage of their Common Stock Equivalents to such transferee or transferees as the percentage of Common Stock then owned by Sun which Sun proposes to Transfer to such proposed transferee or transferees at the same price per share and on the same terms and conditions as are applicable to the proposed sale by Sun.

    (b)              In order to exercise the rights under Section 3.2(a), Sun must give notice to the Minority Shareholders not less than 10-days prior to the proposed date upon which the contemplated sale is to be effected. In addition, Sun shall furnish to the Minority Shareholders all such agreements, documents and instruments to be executed in connection with such transaction and shall afford the Minority Shareholders a reasonable period of time (but in any event not less than 5 business days) within which to review such agreements, documents and instruments.

    4.       Preemptive Rights.

    (a)       Notice and Exercise. The Company shall, prior to any proposed issuance by the Company to Sun or its Affiliates of any shares of capital stock or securities representing the right to acquire shares of capital stock (“Rights”) (other than debt securities with no equity feature), offer to the Minority Shareholders by written notice the right, for a period of 20-days from the date on which such notice is postmarked, hand delivered or faxed, to purchase for cash at an amount equal to the price or other consideration for which such capital stock or Rights are to be issued, a number of such shares of capital stock or Rights so that, after giving effect to such issuance (and the conversion, exercise and exchange into or for (whether directly or indirectly) shares of capital stock of all Rights), each such Minority Shareholder will continue to maintain his, her or its same percentage equity ownership (assuming the exercise in full of all Warrants) in the Company represented by the shares of Common Stock owned by each such Minority Shareholder as of the date of such notice.

    (b)       Exceptions. Notwithstanding any other provision of this Agreement to the contrary, the preemptive rights of the Minority Shareholders pursuant to this Section 4 shall not apply to securities issued (A) upon exercise of any of the Warrants, (B) as a stock dividend or upon any subdivision of shares of Common Stock, (C) pursuant to subscriptions, warrants, options, convertible securities, or other rights, issued, or to be issued, under any stock incentive plan approved by the Company’s Board of Directors and in place from time to time for the benefit of the Company’s directors, employees, consultants or independent contractors or (D) to any Person other than Sun or its Affiliates.

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    (c)       Acceptance. The Company’s written notice to the Minority Shareholders shall describe the capital stock or Rights proposed to be issued by the Company to Sun or its Affiliates and specify the number of shares, price and payment terms. Each Minority Shareholder may accept the Company’s offer as to the full number of shares of capital stock or Rights offered to him, her or it or any lesser number, by written notice thereof given by him, her or it to the Company prior to the expiration of the aforesaid 20-day period, in which event the Company shall promptly sell and each Minority Shareholder shall buy, upon the terms specified, the number of shares of capital stock or Rights agreed to be purchased by such Person. The Company shall be free at any time prior to ninety (90) days after the date of its notice of offer to the Minority Shareholders, to offer and sell to Sun or its Affiliates or any third party or parties the remainder of such capital stock or Rights proposed to be issued by the Company (including but not limited to the securities not agreed by the Minority Shareholders to be purchased by them), at a price and on payment terms no less favorable to the Company than those specified in such notice of offer to the Minority Shareholders. However, if such third party sale or sales are not consummated within such ninety (90) day period, the Company shall not sell such capital stock or Rights as shall not have been purchased within such period without again complying with this Section 4.

    5.       Voting.

    (a)       Each Minority Shareholder agrees to vote the shares of Common Stock owned or controlled by it, him or her in the manner specified by Sun with respect to: (i) any sale of all or substantially all of the assets of the Company or any of its subsidiaries to a Person not an Affiliate of Sun; (ii) any acquisition, merger or consolidation involving the Company or any of its subsidiaries in which a Person (or group of Persons acting in concert) not an Affiliate (or Affiliates) of Sun shall own in excess of 50% of the surviving corporation of such acquisition, merger or consolidation; (iii) any transaction to which Section 3.1 or Section 3.2 applies; (iv) the election of the members of the Company’s board of directors; and (v) any other matter on which the shareholders of a Wisconsin corporation generally have a right to vote.

    (b)       Each Minority Shareholder hereby grants to Sun an irrevocable proxy to vote all shares of Common Stock now or hereafter owned or controlled by each of them in accordance with the agreements contained in this Section 5.

    6.       Legends. So long as any shares of Common Stock are subject to the provisions of this Agreement, all certificates or instruments representing such securities (including any Warrants) shall bear a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF THE SHAREHOLDERS’ AGREEMENT DATED AS OF SEPTEMBER 26, 2005 AMONG THE ISSUER HEREOF AND CERTAIN OTHER PERSONS, A TRUE AND CORRECT COPY OF WHICH IS ON FILE AT THE ISSUER’S CHIEF EXECUTIVE OFFICE AND, UPON WRITTEN REQUEST TO THE ISSUER, A COPY THEREOF WILL BE MAILED OR OTHERWISE PROVIDED WITHOUT CHARGE WITHIN TEN (10) DAYS OF RECEIPT OF SUCH REQUEST TO APPROPRIATELY INTERESTED PERSONS.

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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

    7.           Termination of this Agreement. This Agreement shall terminate on the last to occur of (a) the date on which Sun and its Affiliates no longer owns or controls at least 50% of the Common Stock on a fully diluted basis and (b) the date on which Sun and its Affiliates no longer controls the Company’s Board of Directors.

    8.           Notices. All communications provided for herein shall be in writing and sent (a) by facsimile if the sender on the same day sends a confirming copy of such communication by a recognized overnight delivery service (charges prepaid), (b) by a recognized overnight delivery service (charges prepaid), or (c) by messenger. The respective addresses of the parties hereto for the purposes of this Agreement are set forth on Exhibit A attached hereto. Any party may change its address (or facsimile number) by notice to each of the other parties in accordance with this Section 8. The date of giving or making of any such communication shall be, in the case of clauses (a) and (c), the date of the receipt; and, in the case of clause (b), the business day next following the date such communication is sent.

    9.           Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective heirs, executors, successors and assigns, who, upon acceptance thereof, shall, without further action, be (i) entitled to enforce the applicable provisions and enjoy the applicable benefits hereof and (ii) bound by the terms and conditions hereof.

    10.           Amendment and Waiver. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless such modification, amendment, or waiver is approved in writing by the Company, Sun, and the holders of at least a majority of the Minority Shareholders; provided that execution of a joinder agreement shall not be considered a modification, amendment or waiver of any of the provisions of this Agreement. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

    11.           Remedies. Any Person having rights under any provision of this Agreement shall be entitled to enforce their rights under this Agreement specifically to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor; provided, however the parties hereto stipulate that the remedies at law of any party hereto in the event of any default or threatened default by any other party hereto in the performance of or compliance with the terms hereof are not and will not be adequate and that, to the fullest extent permitted by law, such terms may be specifically enforced (without posting a bond or other security) by a decree for the specific performance thereof, whether by an injunction against violation thereof or otherwise.

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    12.           Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule (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. 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 8 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. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT OF ITS, HIS OR HER OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

    13.           Severability. Whenever possible, each provision of this Agreement will 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 will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein.

    14.           Entire Agreement. Except as otherwise expressly set forth herein, this Agreement, those documents expressly referred to herein, and the 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.

    15.           Counterparts. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together shall constitute one and the same agreement.

    16.           Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

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    17.           Sale of Securities to Affiliate. Prior to any proposed issuance by the Company of any Common Stock Equivalents to any Affiliate of Sun, the Company shall require that such Affiliate agree to be bound by the terms of this Agreement to the same extent as Sun and execute a joinder hereto.

[The remainder of this page is left blank intentionally.]

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        IN WITNESS WHEREOF, the parties hereto have executed this Shareholders’ Agreement on the day and year first above written.

NEW HARVEST, INC.

By:  /s/ John Swendrowski

        Name:  John Swendrowski

        Title:  Chairman and Chief Executive Officer

SUN NORTHLAND, LLC

By:  /s/ Marc J. Leder

        Name:  Marc J. Leder

        Title:  Co-CEO

WELLS FARGO FOOTHILL, INC.

By:  /s/ Dennis J. Rebman

        Name:  Dennis J. Rebman

        Title:  Vice President

ABLECO HOLDING LLC

By:  /s/ Stephen A. Feinberg

        Name:  Stephen A. Feinberg

        Title:  Chief Executive Officer

ARK CLO 2000-1 LIMITED

By:  /s/ Lynn Tilton

        Name:  Lynn Tilton

        Title:  Manager

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Exhibit A

Addresses for Notices

(a) If to the Company, to it at:

New Harvest, Inc.
2321 West Grand Avenue
P.O. Box 8020
Wisconsin Rapids, WI 54494
Attention: Chief Executive Officer
Telecopy No.: (715) 422-6844

with a copy to:

Sun Capital Advisors II, L. P.
5200 Town Center Circle, Suite 470
Boca Raton, Florida 33486
Attention: Marc J. Leder
                    Rodger R. Krouse
                    C. Deryl Couch, Esq.
Telecopy No.: (561) 394-0540

(b) If to Sun Northland, LLC, to it at:

c/o Sun Capital Advisors II, L. P.
5200 Town Center Circle, Suite 470
Boca Raton, Florida 33486
Attention: Marc J. Leder
                    Rodger R. Krouse
                    C. Deryl Couch, Esq.
Telecopy No.: (561) 394-0540

with a copy to:

Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Douglas C. Gessner
Telecopy No.: (312) 861-2200

(c) If to Minority Shareholders, to them at:

Wells Fargo Foothill, Inc.
1000 Abernathy Road
Suite 1450
Atlanta, Georgia 30328
Attention: Credit Manager
Facsimile: 770-508-1374

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Ableco Holding LLC
229 Park Avenue
Floors 21-23
New York, New York 10171
Attn: Eric F. Miller
Telecopy No.: (212) 758-5305

with a copy to:

Schulte Roth & Zabel, LLP
919 Third Avenue
New York, New York 10022
Attn: Frederic L. Ragucci, Esq.
Telecopy No.: (212) 593-5955

If to ARK CLO 2000-1 Limited, to:

ARK CLO 2000-1 Limited
c/o Patriarch Partners, LLC
40 Wall Street, 25th Floor
New York, NY 10005
Attention: Dennis Dolan/Lynn Tilton
Facsimile: (561) 279-0888

ARK CLO 2000-1 Limited
c/o Woodside Capital
36 Bay State Road
Cambridge, MA 02138
Attention: David Ray
Facsimile: (617) 547-5162

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EX-99.5

AGREEMENT

        Ableco Holding LLC (“Ableco”) is the holder of a Common Stock Purchase Warrant, dated November 6, 2001 (the “Warrant”), issued by Northland Cranberries, Inc. (“Northland”). Pursuant to the terms of a Contribution Agreement, dated as of September 26, 2005, Ableco has agreed to exercise the Warrant prior to consummation of the proposed merger of New Harvest, Inc. (the “Company”) with and into Northland, and to contribute the shares of Northland’s Class A Common Stock received upon exercise of the Warrant to the Company in exchange for shares of the Company’s common stock. Ableco wishes to ensure that the antidilution protections currently afforded Ableco pursuant to Article 3 of the Warrant remain in effect with respect to the shares of Northland common stock to be held by Ableco following the merger. Therefore, the Company and Sun Northland, LLC (in its capacity as majority shareholder of the Company and of Northland) (“Sun Northland”) hereby agree that, following exercise of the Warrant, the Company will not (and Sun Northland will cause the Company not to) take any antidilutive actions that would have otherwise resulted in an adjustment to the Warrant Quantity (as such term is defined in the Warrant) pursuant to Article 3 of the Warrant had the Warrant not been exercised unless (i) Ableco consents to such antidilutive actions or (ii) Ableco’s holdings of Northland common stock are adjusted in substantially the same manner as the Warrant Quantity would have been adjusted had the Warrant not been exercised. The Company’s obligations hereunder will survive the merger of the Company into Northland.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of September 26, 2005.

NEW HARVEST, INC.	SUN NORTHLAND, LLC
By:  /s/ John Swendrowski	By:  /s/ Marc J. Leder
John Swendrowski	Marc J. Leder
Chairman and Chief Executive Officer	Co-CEO

EX-99.6

DISSENTERS’ RIGHTS

SUBCHAPTER XIII
SECTIONS 180.1301 THROUGH 180.1331
OF THE
WISCONSIN BUSINESS CORPORATION LAW

        180.1301 DEFINITIONS. IN ss. 180.1301 TO 180.1331:

    (1)            “Beneficial shareholder” means a person who is a beneficial owner of shares held by a nominee as the shareholder.

    (1m)        “Business combination” has the meaning given in s. 180.1130(3).

    (2)            “Corporation” means the issuer corporation or, if the corporate action giving rise to dissenters’ rights under s. 180.1302 is a merger or share exchange that has been effectuated, the surviving domestic corporation or foreign corporation of the merger or the acquiring domestic corporation or foreign corporation of the share exchange.

    (3)            “Dissenter” means a shareholder or beneficial shareholder who is entitled to dissent from corporate action under s. 180.1302 and who exercises that right when and in the manner required by ss. 180.1320 to 180.1328.

    (4)            “Fair value”, with respect to a dissenter’s shares other than in a business combination, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable. “Fair value”, with respect to a dissenter’s shares in a business combination, means market value, as defined in s. 180.1130(9)(a) 1 to 4.

    (5)            “Interest” means interest from the effectuation date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all of the circumstances.

    (6)            “Issuer corporation” means a domestic corporation that is the issuer of the shares held by a dissenter before the corporate action.

        History: 1989 a. 303; 1991 a. 16.

        180.1302 RIGHT TO DISSENT.

    (1)        Except as provided in sub. (4) and s. 180.1008(3), a shareholder or beneficial shareholder may dissent from, and obtain payment of the fair value of his or her shares in the event of, any of the following corporate actions:

    (a)        Consummation of a plan of merger to which the issuer corporation is a party if any of the following applies:

    1.        Shareholder approval is required for the merger by s. 180.1103 or by the articles of incorporation.

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    2.        The issuer corporation is a subsidiary that is merged with its parent under s. 180.1104.

    (b)        Consummation of a plan of share exchange if the issuer corporation’s shares will be acquired, and the shareholder or the shareholder holding shares on behalf of the beneficial shareholder is entitled to vote on the plan.

    (c)        Consummation of a sale or exchange of all, or substantially all, of the property of the issuer corporation other than in the usual and regular course of business, including a sale in dissolution, but not including any of the following:

    1.               A sale pursuant to court order.

    2.               A sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale.

    (cm)               Consummation of a plan of conversion.

    (d)       Except as provided in sub. (2), any other corporate action taken pursuant to a shareholder vote to the extent that the articles of incorporation, bylaws or a resolution of the board of directors provides that the voting or nonvoting shareholder or beneficial shareholder may dissent and obtain payment for his or her shares.

    (2)       Except as provided in sub. (4) and s. 180.1008(3), the articles of incorporation may allow a shareholder or beneficial shareholder to dissent from an amendment of the articles of incorporation and obtain payment of the fair value of his or her shares if the amendment materially and adversely affects rights in respect of a dissenter’s shares because it does any of the following:

    (a)       Alters or abolishes a preferential right of the shares.

    (b)       Creates, alters or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of the shares.

    (c)       Alters or abolishes a preemptive right of the holder of shares to acquire shares or other securities.

    (d)       Excludes or limits the right of the shares to vote on any matter or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights.

    (e)       Reduces the number of shares owned by the shareholder or beneficial shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under s. 180.0604.

    (3)       Notwithstanding sub. (1)(a) to (c), if the issuer corporation is a statutory close corporation under ss. 180.1801 to 180.1837, a shareholder of the statutory close corporation may dissent from a corporate action and obtain payment of the fair value of his or her shares, to the extent permitted under sub. (1)(d) or (2) or s. 180.1803, 180.1813(1)(d) or (2)(b), 180.1815(3) or 180.1829(1)(c).

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    (4)        Except in a business combination or unless the articles of incorporation provide otherwise, subs. (1) and (2) do not apply to the holders of shares of any class or series if the shares of the class or series are registered on a national securities exchange or quoted on the National Association of Securities Dealers, Inc., automated quotations system on the record date fixed to determine the shareholders entitled to notice of a shareholders meeting at which shareholders are to vote on the proposed corporate action.

    (5)        Except as provided in s. 180.1833, a shareholder or beneficial shareholder entitled to dissent and obtain payment for his or her shares under ss. 180.1301 to 180.1331 may not challenge the corporate action creating his or her entitlement under the action is unlawful or fraudulent with respect to the shareholder, beneficial shareholder or issuer corporation.

        History: 1989 a. 303; 1991 a. 16; 2001 a. 44.

        180.1303 DISSENT BY SHAREHOLDERS AND BENEFICIAL SHAREHOLDERS.

    (1)       A shareholder may assert dissenters’ rights as to fewer than all of the shares registered in his or her name only if the shareholder dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf he or she asserts dissenters’ rights. The rights of a shareholder who under this subsection asserts dissenters’ rights as to fewer than all of the shares registered in his or her name are determined as if the shares as to which he or she dissents and his or her other shares were registered in the names of different shareholders.

    (2)       A beneficial shareholder may assert dissenters’ rights as to shares held on his or her behalf only if the beneficial shareholder does all of the following:

    (a)       Submits to the corporation the shareholder’s written consent to the dissent not later than the time that the beneficial shareholder asserts dissenters’ rights.

    (b)       Submits the consent under par. (a) with respect to all shares of which he or she is the beneficial shareholder.

        History: 1989 a. 303.

        180.1320 NOTICE OF DISSENTERS’ RIGHTS.

    (1)            If proposed corporate action creating dissenters’ rights under s. 180.1302 is submitted to a vote at a shareholders’ meeting, the meeting notice shall state that shareholders and beneficial shareholders are or may be entitled to assert dissenters’ right under ss. 180.1301 to 180.1331 and shall be accompanied by a copy of those sections.

    (2)            If corporate action creating dissenters’ rights under s. 180.1302 is authorized without a vote of shareholders, the corporation shall notify, in writing and in accordance with s. 180.0141, all shareholders entitled to assert dissenters’ rights that the action was authorized and send them the dissenters’ notice described in s. 180.1322.

        History: 1989 a. 303.

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        180.1321 NOTICE OF INTENT TO DEMAND PAYMENT.

    (1)       If proposed corporate action creating dissenters’ rights under s. 180.1302 is submitted to vote at a shareholders’ meeting, a shareholder or beneficial shareholder who wishes to assert dissenters’ rights shall do all of the following:

    (a)       Deliver to the issuer corporation before the vote is taken written notice that complies with s. 180.0141 of the shareholder’s or beneficial shareholder’s intent to demand payment for his or her shares if the proposed action is effectuated.

    (b)       Not vote his or her shares in favor of the proposed action.

    (2)       A shareholder or beneficial shareholder who fails to satisfy sub. (1) is not entitled to payment for his or her shares under ss. 180.1301 to 180.1331.

        History: 1989 a. 303.

        180.1322 DISSENTERS’NOTICE.

    (1)       If proposed corporate action creating dissenters’ rights under s. 180.1302 is authorized at a shareholders’ meeting, the corporation shall deliver a written dissenters’ notice to all shareholders and beneficial shareholders who satisfied s. 180.1321.

    (2)       The dissenters’ notice shall be sent no later than 10 days after the corporate action is authorized at a shareholders’ meeting or without a vote of shareholders, whichever is applicable. The dissenters’ notice shall comply with s. 180.0141 and shall include or have attached all of the following:

    (a)       A statement indicating where the shareholder or beneficial shareholder must send the payment demand and where and when certificates for certified shares must be deposited.

    (b)       For holders of uncertificated shares, an explanation of the extent to which transfer of the shares will be restricted after the payment demand is received.

    (c)       A form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and that requires the shareholder or beneficial shareholder asserting dissenters’ rights to certify whether he or she acquired beneficial ownership of the shares before that date.

    (d)       A date by which the corporation must receive the payment demand, which may not be fewer than 30 days nor more than 60 days after the date on which the dissenters’ notice is delivered.

    (e)       A copy of ss. 180.1301 to 180.1331.

        History: 1989 a. 303.

        180.1323 DUTY TO DEMAND PAYMENT.

    (1)            A shareholder or beneficial shareholder who is sent a dissenters’ notice described in s. 180.1322, or a beneficial shareholder whose shares are held by a nominee who is sent a dissenters’ notice described in s. 180.1322, must demand payment in writing and certify whether he or she acquired beneficial ownership of the shares before the date specified in the dissenters’ notice under s. 180.1322(2)(c). A shareholder or beneficial shareholder with certificated shares must also deposit his or her certificates in accordance with the terms of the notice.

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    (2)            A shareholder or beneficial shareholder with certificated shares who demands payment and deposits his or her share certificates under sub. (1) retains all other rights of a shareholder or beneficial shareholder until these rights are canceled or modified by the effectuation of the corporate action.

    (3)            A shareholder or beneficial shareholder with certificated or uncertificated shares who does not demand payment by the date set in the dissenters’ notice, or a shareholder or beneficial shareholder with certificated shares who does not deposit his or her share certificates where required and by the date set in the dissenters’ notice is not entitled to payment for his or her shares under ss. 180.1301 to 180.1331.

        History: 1989 a. 303.

        180.1324 RESTRICTIONS ON UNCERTIFICATED SHARES.

    (1)            The issuer corporation may restrict the transfer of uncertificated shares from the date that the demand for payment for those shares is received until the corporate action is effectuated or the restrictions released under s. 180.1326.

    (2)            The shareholder or beneficial shareholder who asserts dissenters’ rights as to uncertificated shares retains all of the rights of a shareholder or beneficial shareholder, other than those restricted under sub. (1), until these rights are canceled or modified by the effectuation of the corporate action.

        History: 1989 a. 303.

        180.1325 PAYMENT.

    (1)       Except as provided in s. 180.1327, as soon as the corporate action is effectuated or upon receipt of a payment demand, whichever is later, the corporation shall pay each shareholder or beneficial shareholder who has complied with s. 180.1323 the amount that the corporation estimates to be the fair value of his or her shares, plus accrued interest.

    (2)       The payment shall be accompanied by all of the following:

    (a)       The corporation’s latest available financial statements, audited and including footnote disclosure if available, but including not less than a balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in shareholders’ equity for that year and the latest available interim financial statements, if any.

    (b)       A statement of the corporation’s estimate of the fair value of the shares.

    (c)       An explanation of how the interest was calculated.

    (d)       A statement of the dissenter’s right to demand payment under s. 180.1328 if the dissenter is dissatisfied with the payment.

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    (e)       A copy of ss. 180.1301 to 180.1331.

        History: 1989 a. 303.

        180.1326 FAILURE TO TAKE ACTION.

    (1)            If an issuer corporation does not effectuate the corporate action within 60 days after the date set under s. 180.1322 for demanding payment, the issuer corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.

    (2)            If after returning deposited certificates and releasing transfer restrictions, the issuer corporation effectuates the corporate action, the corporation shall deliver a new dissenters’ notice under s. 180.1322 and repeat the payment demand procedure.

        History: 1989 a. 303.

        180.1327 AFTER-ACQUIRED SHARES.

    (1)            A corporation may elect to withhold payment required by s. 180.1325 from a dissenter unless the dissenter was the beneficial owner of the shares before the date specified in the dissenters’ notice under s. 180.1322(2)(c) as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action.

    (2)            To the extent that the corporation elects to withhold payment under sub. (1) after effectuating the corporate action, it shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of his or her demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenter’s right to demand under s. 180.1328 if the dissenter is dissatisfied with the offer.

        History: 1989 a. 303.

        180.1328 PROCEDURE IF DISSENTER DISSATISFIED WITH PAYMENT OR OFFER.

    (1)       A dissenter may, in the manner provided in sub. (2), notify the corporation of the dissenter’s estimate of the fair value of his or her shares and amount of interest due, and demand payment of his or her estimate, less any payment received under s.  180.1325, or reject the offer under s. 180.1327 and demand payment of the fair value of his or her shares and interest due, if any of the following applies:

    (a)       The dissenter believes that the amount paid under s. 180.1325 or offered under s. 180.1327 is less than the fair value of his or her shares or that the interest due is incorrectly calculated.

    (b)       The corporation fails to make payment under s. 180.1325 within 60 days after the date set under s. 180.1322 for demanding payment.

    (c)       The issuer corporation, having failed to effectuate the corporate action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within 60 days after the date set under s. 180.1322 for demanding payment.

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    (2)       A dissenter waives his or her right to demand payment under this section unless the dissenter notifies the corporation of his or her demand under sub. (1) in writing within 30 days after the corporation made or offered payment for his or her shares. The notice shall comply with s. 180.0141.

        History: 1989 a. 303.

        180.1330 COURT ACTION.

    (1)       If a demand for payment under s. 180.1328 remains unsettled, the corporation shall bring a special proceeding within 60 days after receiving the payment demand under s. 180.1328 and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not bring the special proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.

    (2)       The corporation shall bring the special proceeding in the circuit court for the county where its principal office or, if none in this state, its registered office is located. If the corporation is a foreign corporation without a registered office in this state, it shall bring the special proceeding in the county in this state in which was located the registered office of the issuer corporation that merged with or whose shares were acquired by the foreign corporation.

    (3)       The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the special proceeding. Each party to the special proceeding shall be served with a copy of the petition as provided in s. 801.14.

    (4)       The jurisdiction of the court in which the special proceeding is brought under sub. (2) is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. An appraiser has the power described in the order appointing him or her or in any amendment to the order. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.

    (5)       Each dissenter made a party to the special proceeding is entitled to judgment for any of the following:

    (a)       The amount, if any, by which the court finds the fair value of his or her shares, plus interest, exceeds the amount paid by the corporation.

    (b)       The fair value, plus accrued interest, of his or her shares acquired on or after the date specified in the dissenter’s notice under s. 180.1322(2)(c), for which the corporation elected to withhold payment under s. 180.1327.

        History: 1989 a. 303.

        180.1331 COURT COSTS AND COUNSEL FEES.

    (1)         (a)         Notwithstanding ss. 814.01 to 814.04, the court in a special proceeding brought under s. 180.1330 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court and shall assess the costs against the corporation, except as provided in par. (b).

    (b)        Notwithstanding ss. 814.01 and 814.04, the court may assess costs against all or some of the dissenters, in amounts that the court finds to be equitable, to the extent what the court finds the dissenters acted arbitrarily, vexatiously or not in good faith in demanding payment under s. 180.1328.

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    (2)       The parties shall bear their own expenses of the proceeding, except that, notwithstanding ss. 814.01 to 814.04, the court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts that the court finds to be equitable, as follows:

    (a)       Against the corporation and in favor of any dissenter if the court finds that the corporation did not substantially comply with ss. 180.1320 to 180.1328.

    (b)       Against the corporation or against a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by this chapter.

    (3)       Notwithstanding ss. 814.01 to 814.04, if the court finds that the services of counsel and experts for any dissenter were of substantial benefit to other dissenters similarly situated, the court may award to these counsel and experts reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.

        History: 1989 a. 303.

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