SC 13D/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Northland Cranberries, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

666499207

(CUSIP Number)

Marc J. Leder	Douglas C. Gessner, Esq.
Rodger R. Krouse	James S. Rowe, Esq.
Sun Capital Partners, LLC	Kirkland & Ellis LLP
5200 Town Center Circle, Suite 470	200 E. Randolph Drive
Boca Raton, Florida 33486	Chicago, Illinois 60601
(561) 394-0550	(312) 861-2000
	Steven R. Barth
	Peter C. Underwood
	Foley & Lardner LLP
	777 East Wisconsin Avenue
	Milwaukee, Wisconsin 53202
	Phone: (414) 271-2400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 27, 2005

(Date of Event Which Requires Filing of this Statement

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box   |_|.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 17 Pages

CUSIP No. 666499207 13D Page 2 of 17 Pages 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sun Northland, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *			(a)   [x] (b)   [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS * AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 91,549,913 (See Item 5)
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH:		10	SHARED DISPOSITIVE POWER 78,844,820 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 92,802,659 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *			[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 95.0%
14	TYPE OF REPORTING PERSON * OO (limited liability company)

*SEE INSTRUCTIONS

CUSIP No. 666499207 13D Page 3 of 17 Pages 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sun Capital Partners II, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *			(a)   [x] (b)   [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS * WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 91,549,913 (See Item 5)
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH:		10	SHARED DISPOSITIVE POWER 78,844,820 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 92,802,659 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *			[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 95.0%
14	TYPE OF REPORTING PERSON * PN

*SEE INSTRUCTIONS

CUSIP No. 666499207 13D Page 4 of 17 Pages 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sun Capital Advisors II, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *			(a)   [x] (b)   [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS *
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 91,549,913 (See Item 5)
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH:		10	SHARED DISPOSITIVE POWER 78,844,820 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 92,802,659 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *			[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 95.0%
14	TYPE OF REPORTING PERSON * PN

*SEE INSTRUCTIONS

CUSIP No. 666499207 13D Page 5 of 17 Pages 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sun Capital Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *			(a)   [x] (b)   [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS *
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 91,549,913 (See Item 5)
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH:		10	SHARED DISPOSITIVE POWER 78,844,820 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 92,802,659 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *			[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 95.0%
14	TYPE OF REPORTING PERSON * OO (limited liability company)

*SEE INSTRUCTIONS

CUSIP No. 666499207 13D Page 6 of 17 Pages 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marc J. Leder
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *			(a)   [x] (b)   [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS *
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES		7	SOLE VOTING POWER 56,250
BENEFICIALLY OWNED		8	SHARED VOTING POWER 91,549,913 (See Item 5)
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 56,250
PERSON WITH:		10	SHARED DISPOSITIVE POWER 78,844,820 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 92,802,659 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *			[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 95.0%
14	TYPE OF REPORTING PERSON * IN

*SEE INSTRUCTIONS

CUSIP No. 666499207 13D Page 7 of 17 Pages 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rodger R. Krouse
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *			(a)   [x] (b)   [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS *
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES		7	SOLE VOTING POWER 56,250
BENEFICIALLY OWNED		8	SHARED VOTING POWER 91,549,913 (See Item 5)
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 56,250
PERSON WITH:		10	SHARED DISPOSITIVE POWER 78,844,820 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 92,802,659 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *			[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 95.0%
14	TYPE OF REPORTING PERSON * IN

*SEE INSTRUCTIONS

CUSIP No. 666499207 13D Page 8 of 17 Pages 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John Swendrowski
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *			(a)   [x] (b)   [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS *
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES		7	SOLE VOTING POWER 1,061,764
BENEFICIALLY OWNED		8	SHARED VOTING POWER 78,482 (See Item 5)
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 1,061,764
PERSON WITH:		10	SHARED DISPOSITIVE POWER 78,482 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 92,802,659 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *			[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 95.0%
14	TYPE OF REPORTING PERSON * IN

*SEE INSTRUCTIONS

CUSIP No. 666499207 13D Page 9 of 17 Pages 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) New Harvest, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *			(a)   [x] (b)   [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS * AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 0
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH:		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 92,802,659 (See Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *			[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 95.0%
14	TYPE OF REPORTING PERSON * CO

*SEE INSTRUCTIONS

        This Amendment No. 1 amends and supplements, pursuant to Rule 13d-2(a), the Schedule 13D previously filed with the Securities and Exchange Commission on November 16, 2001 by the Sun Reporting Persons (as defined in Item 2) relating to the Class A Common Stock, par value $0.01 per share (the “Common Stock”) of Northland Cranberries, Inc., a Wisconsin corporation (the “Issuer”). John Swendrowski and New Harvest, Inc. have been added as reporting persons to this Amendment No. 1, and the required information regarding each such reporting person is included herein. Except as disclosed herein, there has been no material change in the information previously reported on Schedule 13D.

        ITEM 2. IDENTITY AND BACKGROUND.

Items 2 is hereby amended and restated in its entirety as follows:

        This statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Sun Northland, LLC, a Delaware limited liability company (“Sun Northland”), Sun Capital Partners II, LP, a Delaware limited partnership (“Sun Partners LP”), Sun Capital Advisors II, LP, a Delaware limited partnership (“Sun Advisors”), Sun Capital Partners, LLC, a Delaware limited liability company (“Sun Partners LLC”), Marc J. Leder (“Leder”), Rodger R. Krouse (“Krouse”), John Swendrowski (“Swendrowski”) and New Harvest, Inc., a Wisconsin corporation (“Parent”). Leder and Krouse may each be deemed to control Sun Northland, Sun Partners LP, Sun Advisors and Sun Partners LLC, as Leder and Krouse each own 50% of the membership interests in Sun Partners LLC, which in turn is the general and managing partner of Sun Advisors, which in turn is the general and managing partner of Sun Partners LP, which in turn owns a majority of the membership interests of Sun Northland. Sun Northland, Sun Partners LP, Sun Advisors, Sun Partners LLC, Leder and Krouse are collectively referred to as the “Sun Reporting Persons.” Sun Northland owns 100% of the issued and outstanding capital stock of Parent. Swendrowski, Parent and the Sun Reporting Persons are collectively referred to herein as the “Reporting Persons.”

        The principal business address of each of the Sun Reporting Persons is 5200 Town Center Circle, Suite 470, Boca Raton, Florida 33486. The principal business address of Swendrowski and Parent is 2321 West Grand Avenue, P.O. Box 8020, Wisconsin Rapids, Wisconsin 54494.

        Sun Northland, Sun Partners LP, Sun Advisors and Sun Partners LLC are each principally engaged in making investments. Leder and Krouse are citizens of the United States and principally engaged in merchant banking and the acquisition and operation of middle market companies. Swendrowski is a citizen of the United States and is the Chairman and Chief Executive Officer of the Issuer and has held such positions since 1987. Parent was formed for the sole purpose of holding equity securities of the Issuer and merging with and into the Issuer and has no independent business operations.

        During the past five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the executive officers or directors of the Reporting Persons, if applicable, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

        Certain information with respect to the executive officers and directors of the Reporting Persons, if applicable, is set forth on SCHEDULE A attached hereto.

Page 10 of 17 Pages

        ITEM 4. PURPOSE OF TRANSACTION.

Item 4 is amended and supplemented by adding the following paragraphs:

        Sun Northland, Wells Fargo Foothill Inc., Ableco Holding LLC, ARK CLO 2000-1 Limited and Swendrowski (collectively, the “Participants”) have agreed pursuant to a written agreement, executed on September 26, 2005 (the “Contribution Agreement”) to contribute an aggregate of (i) 86,147,116 shares of Common Stock held by them (which includes 2,543,053 shares of Common Stock to be issued to Ableco upon the exercise of a warrant and represents approximately 89.1% of the shares of Common Stock expected to be issued and outstanding at that time) to Parent, which was formed and is controlled by the Participants for the purpose of merging with and into the Issuer, in exchange for an equal number of shares of Parent’s common stock, par value $0.01 per share; and (ii) 100 shares of the Issuer’s Series B Preferred Stock, par value $0.01 per share (the “Preferred Stock”), held by them (which represents 100% of the shares of Preferred Stock expected to be issued and outstanding at that time) to Parent in exchange for an equal number of shares of Parent’s Series A Preferred Stock, par value $0.01 per share. The Contribution Agreement is attached hereto as Exhibit E, and any description thereof is qualified in its entirety by reference thereto.

        Upon the consummation of the transactions contemplated by the Contribution Agreement, Parent will purchase 5,503,167 shares of Common Stock held by certain of the Minority Stockholders for an estimated aggregate purchase price of $1,155,665 pursuant to the terms of a Stock Purchase Agreement executed on September 26, 2005 (the “Stock Purchase Agreement”). The funds to pay such aggregate purchase price 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. The Stock Purchase Agreement is attached hereto as Exhibit F, and any description thereof is qualified in its entirety by reference thereto. Upon consummation of the transactions contemplated by the Contribution Agreement and the Stock Purchase Agreement, Parent will own 91,650,283 shares of Common Stock (which is expected to represent approximately 94.9% of the Common Stock issued and outstanding at such time) and 100 shares of Preferred Stock (which is expected to represent 100% of the Preferred Stock issued and outstanding at such time).

        Following the consummation of the transactions contemplated by the Contribution and Stock Purchase Agreement, Parent expects to execute and file Articles of Merger (the “Articles”) with the Wisconsin Department of Financial Institutions pursuant to which (i) Parent will be merged with and into the Issuer (the “Merger”), with the Issuer continuing as the surviving corporation (the Issuer following the Merger being referred to herein as the “Surviving Corporation”), (ii) each share of Common Stock (other than shares held by Parent, the Issuer and any public stockholders who have properly perfected their dissenters’ statutory appraisal rights under the Wisconsin Business Corporation Law (the “WBCL”)) will be converted into the right to receive $0.21 in cash, (iii) each share of Common Stock and Preferred Stock held by Parent will be cancelled with no consideration paid therefor, and (iv) 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, $0.01 par value per share, of the Surviving Corporation, and (v) 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, $0.01 par value per share, of the Surviving Corporation. Under the WBCL, because Parent will hold over 90% percent of the shares of Common Stock and Preferred Stock, Parent will have the power to execute and file the Articles and effect the transactions contemplated thereby without a vote of the Issuer’s board of directors or its stockholders.

        The transactions contemplated by the Contribution Agreement, the Stock Purchase Agreement and the Articles are collectively referred to herein as the “Proposed Transaction.” The Proposed Transaction, if consummated, contemplates that the Participants will own all of the issued and outstanding equity interests of the Surviving Corporation. Following the Merger, the Participants intend to cause the Issuer to terminate the registration of the Common Stock under Section 12(g) of the Act, following which the Common Stock will no longer be eligible for quotation on the Over-The-Counter Bulletin Board.

Page 11 of 17 Pages

        ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Items 5(a) and 5(b) are hereby amended and restated in their entirety as follows:

(a) As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner, within the meaning of Rule 13d-3 of the Exchange Act, of 92,802,659 shares of Common Stock. This number is comprised of (i) 78,844,820 shares of Common Stock held directly by Sun Northland, (ii) 56,250 shares of Common Stock that are issuable, currently or within 60 days of this report, to Leder pursuant to outstanding stock options, (iii) 56,250 shares of Common Stock that are issuable currently or within 60 days of this report, to Krouse pursuant to outstanding stock options, (iv) 10,162,040 shares held by the Minority Stockholders that may be voted by the Sun Reporting Persons pursuant to the terms of the Stockholders Agreement, (v) 2,543,053 shares of Common Stock that may be acquired by Ableco Holding LLC upon its exercise of outstanding warrants to purchase Common Stock, all of which are currently exercisable (which shares may be voted by the Sun Reporting Persons pursuant to the terms of the Stockholders Agreement), (vi) 100,370 shares of Common Stock which Swendrowski owns directly; (vii) 4,750 shares owned by a charitable foundation with respect to which Swendrowski shares voting and investment power; (viii) 1,732 shares which Swendrowski holds jointly with his wife and with respect to which he shares voting and investment power; (ix) 961,394 shares which Swendrowski can acquire by exercising vested stock options; and (x) 72,000 shares held by Cranberries Limited, Inc., a corporation in which Swendrowski shares ownership and which Swendrowski controls, with respect to which he shares voting and investment power.

(b) Each Sun Reporting Person may be deemed to have shared power to vote or direct the vote of 91,549,413 shares of Common Stock. This number is comprised of (i) 78,844,820 shares of Common Stock held directly by Sun Northland, (ii) 10,162,040 shares held by the Minority Stockholders that may be voted by the Sun Reporting Persons pursuant to the terms of the Stockholders Agreement and (iii) 2,543,053 shares of Common Stock that may be acquired by Ableco Holding LLC upon its exercise of outstanding warrants to purchase Common Stock, all of which are currently exercisable. Each of the Sun Reporting Persons may have the right, pursuant to the Stockholders Agreement, to vote the 2,543,053 shares of Common Stock acquired by Ableco upon exercise of its outstanding warrants.

Leder may be deemed to have the sole power to vote or direct the vote of 56,250 shares of Common Stock that are issuable, currently or within 60 days of this report, to Leder pursuant to outstanding stock options.

Krouse may be deemed to have the sole power to vote or direct the vote of 56,250 shares of Common Stock that are issuable, currently or within 60 days of this report, to Krouse pursuant to outstanding stock options,

Page 12 of 17 Pages

Swendrowski may be deemed to have the sole power to vote or direct the vote of 1,061,764 shares of Common Stock. This number of is comprised of (i) 100,370 shares of Common Stock which Swendrowski owns directly; and (ii) 961,394 shares which Swendrowski can acquire by exercising vested stock options. Swendrowski may be deemed to have shared power to vote or direct the vote of 78,482 shares of Common Stock. This number of is comprised of (i) 4,750 shares owned by a charitable foundation with respect to which Swendrowski shares voting and investment power; (ii) 1,732 shares which 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 Swendrowski shares ownership and which Swendrowski controls, with respect to which he shares voting and investment power.

Each Sun Reporting Person may be deemed to have shared power to dispose or direct the disposition of 78,844,820 shares of Common Stock held directly by Sun Northland

Leder may be deemed to have the sole power to dispose or direct the disposition of 56,250 shares of Common Stock that are issuable, currently or within 60 days of this report, to Leder pursuant to outstanding stock options.

Krouse may be deemed to have the sole power to dispose or direct the disposition of 56,250 shares of Common Stock that are issuable, currently or within 60 days of this report, to Krouse pursuant to outstanding stock options,

Swendrowski may be deemed to have the sole power to dispose or direct the disposition of 1,061,764 shares of Common Stock. This number of is comprised of (i) 100,370 shares of Common Stock which Swendrowski owns directly; and (ii) 961,394 shares which Swendrowski can acquire by exercising vested stock options. Swendrowski may be deemed to have shared power to dispose or direct the disposition of of 78,482 shares of Common Stock. This number of is comprised of (i) 4,750 shares owned by a charitable foundation with respect to which Swendrowski shares voting and investment power; (ii) 1,732 shares which 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 Swendrowski shares ownership and which Swendrowski controls, with respect to which he shares voting and investment power.

Each of the Reporting Persons and the Minority Stockholders may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Exchange Act as a result of the provisions of the Contribution Agreement and the Stock Purchase Agreement and the Sun Reporting Persons and the Minority Stockholders may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Exchange Act as a result of the voting and transfer provisions contained in the Stockholders Agreement and the registration provisions contained in the Registration Agreement. The table below lists the names of each of the Minority Stockholders and the number of shares beneficially owned by each Minority Stockholder in which the Reporting Persons may be deemed to have beneficial ownership because of the Contribution Agreement, Stock Purchase Agreement and/or the Stockholders Agreement and the Registration Agreement.

Page 13 of 17 Pages

Name of Minority Stockholder	Number of Shares Beneficially Owned
Mid America Bank, F.S.B	844,294
ARK CLO 2000-1 Limited	2,115,820
U.S. Bank National Association	4,658,873
Wells Fargo Foothill, Inc.	2,543,053
Ableco Holding LLC	0 (1)

(1) Does not include 2,543,053 shares of Common Stock that may be acquired by Ableco Holding LLC upon their exercise of outstanding warrants to purchase Common Stock, all of which are currently exercisable.

        ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Items 6 is hereby amended and restated in its entirety as follows:

        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.

        Except for the agreements described in this Item 6 or above in response to Items 3 and 4, which are hereby incorporated herein by reference, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons enumerated in Item 2 above, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

        ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Item 7 is hereby amended by adding the following:

Exhibit E      Contribution Agreement

Exhibit F      Stock Purchase Agreement

Exhibit G      Parent Shareholders Agreement

Exhibit H      Joint Filing Agreement

Page 14 of 17 Pages

SIGNATURES

        After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: September 27, 2005	SUN NORTHLAND, LLC
	By:  /s/ Marc J. Leder
	Name: Marc J. Leder
	Its: Co-CEO
Date: September 27, 2005	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
	Its: Co-CEO
Date: September 27, 2005	SUN CAPITAL ADVISORS II, LP
	By:  Sun Capital Partners, LLC
	Its:  General Partner
	By:  /s/ Marc J. Leder
	Name: Marc J. Leder
	Its: Co-CEO
Date: September 27, 2005	SUN CAPITAL PARTNERS, LLC
	By:  /s/ Marc J. Leder
	Name: Marc J. Leder
	Its: Co-CEO
Date: September 27, 2005	/s/ Marc J. Leder
	Marc J. Leder
Date: September 27, 2005	/s/ Rodger R. Krouse
	Rodger R. Krouse

Page 15 of 17 Pages

Date: September 27, 2005	/s/ John Swendrowski
	John Swendrowski
Date: September 27, 2005	NEW HARVEST, INC.
	By:  /s/ John Swendrowski
	Name: John Swendrowski
	Its: Chairman and CEO

Page 16 of 17 Pages

SCHEDULE A

SUN NORTHLAND, LLC

        Set forth below is the name and business address of each manager of Sun Northland. Each such person is a citizen of the United States of America.

Name	Title	Address
Marc J. Leder	Co-CEO	5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486
Rodger R. Krouse	Co-CEO	5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486

SUN CAPITAL PARTNERS, LLC

        Set forth below is the name and business address of each manager of Sun Partners LLC. Each such person is a citizen of the United States of America.

Name	Title	Address
Marc J. Leder	Co-CEO	5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486
Rodger R. Krouse	Co-CEO	5200 Town Center Circle, Suite 470 Boca Raton, Florida 33486

NEW HARVEST, INC.

        Mr. Swendrowski is a director of Parent and is the Chairman and Chief Executive Officer of Parent. Parent has no executive officers other than Mr. Swendrowski. Set forth below is the name and business address of each director of Parent. Each such person is a citizen of the United States of America.

Name	Title	Address
John Swendrowski	Mr. Swendrowski's principal occupation is	2321 West Grand Avenue, P.O. Box 8020,
	the Chairman and Chief Executive Officer	Wisconsin Rapids, Wisconsin 54494-8020
	of Northland. He is also Chairman and
	Chief Executive Officer of Parent, and a
	director of Northland.
George R. Rea	Mr. Rea has been retired since 1994.	2321 West Grand Avenue, P.O. Box 8020, Wisconsin Rapids, Wisconsin 54494
Patrick J. Sullivan	Mr. Sullivan has been retired since 1999.	2321 West Grand Avenue, P.O. Box 8020, Wisconsin Rapids, Wisconsin 54494
C. Daryl Hollis	Mr. Hollis is a certified public	2321 West Grand Avenue,
	accountant and, since 1998, has been	P.O. Box 8020,
	principally engaged as an independent	Wisconsin Rapids, Wisconsin 54494
	business consultant with a business
	address of 356 Brannon Road Horse Shoe,
	NC 28742

Page 17 of 17 Pages

EX-99.(E)

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.(F)

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

9

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.(G)

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.(H)

Exhibit H

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D

The undersigned hereby agree as follows:  

    (i)        Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and  

    (ii)        Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: September 27, 2005

SUN NORTHLAND, LLC

By:  /s/ Marc J. Leder

Name: Marc J. Leder

Its: 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

Its: Co-CEO

SUN CAPITAL ADVISORS II, LP

By: Sun Capital Partners, LLC

Its: General Partner

By:  /s/ Marc J. Leder

Name: Marc J. Leder

Its: Co-CEO

SUN CAPITAL PARTNERS, LLC

By:  /s/ Marc J. Leder

Name: Marc J. Leder

Its: Co-CEO

/s/ Marc J. Leder

Marc J. Leder

/s/ Rodger R. Krouse

Rodger R. Krouse

/s/ John Swendrowski

John Swendrowski

NEW HARVEST, INC.

By:  /s/ John Swendrowski

Name: John Swendrowski

Its: Chairman and CEO