SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT


FIRSTAR BANK, N. A., as Agent
(formerly known as Firstar Bank Milwaukee, N. A.)
Milwaukee, Wisconsin
and The Financial Institutions Identified Herein

Gentlemen:

     The undersigned,  NORTHLAND CRANBERRIES, INC., a Wisconsin corporation (the
"Company") hereby requests that the undersigned financial institutions (together
with their respective successors and assigns,  collectively,  the "Banks") agree
to amend the Credit  Agreement  dated as of March 15, 1999, as amended as of May
1, 1999 (the "Credit  Agreement"),  among the Company,  certain of the Banks and
Firstar  Bank,  N. A., as agent,  to  increase  the amount of  Revolving  Credit
Commitment  available to the Company and to permit the sale of certain  tangible
and intangible  assets related to the Company's  "private label" juice business,
on the terms and conditions set forth below.  Capitalized  terms used herein and
not defined shall have the meanings assigned thereto in the Credit Agreement.

     1. Amendment to Section 1.1.  Section 1.1 of the Credit  Agreement shall be
amended to read as follows:

          Section 1.1.  The  Revolving  Credit.  Subject to all of the terms and
     conditions  hereof,  each Bank,  severally and for itself alone,  agrees to
     extend such Bank's Percentage of a revolving credit facility to the Company
     which may be availed of by the Company in its discretion from time to time,
     be repaid and used  again,  during the period  from the date  hereof to and
     including the  Revolving  Credit  Termination  Date.  The revolving  credit
     facility may be utilized by the Company in the form of (i) revolving credit
     loans   (individually  a  "Revolving  Credit  Loan"  and  collectively  the
     "Revolving  Credit  Loans") from the Banks  according  to their  respective
     Percentages,  (ii) swing line loans  (individually  a "Swing Line Loan" and
     collectively,  the "Swing Line Loans") from the Swing Line Lender, pursuant
     to Section 1.2 hereof,  and (iii) L/Cs issued by the Issuer upon request of
     the  Company and in which each Bank shall have  purchased a  participation,
     provided that the aggregate  amount of the  Revolving  Credit Loans,  Swing
     Line Loans,  Reimbursement  Obligations and the maximum amount available to
     be drawn  under all L/Cs  outstanding  at any one time shall not exceed One
     Hundred Fifty Five Million Dollars  ($155,000,000)  (the "Revolving  Credit
     Commitment").  All  Revolving  Credit Loans shall be evidenced by Revolving
     Credit Notes of the Company (the  "Revolving  Credit Notes") payable to the
     order of each of the Banks in the amounts of their  respective  Percentages
     of the Revolving  Credit  Commitment,  such Revolving Credit Notes to be in
     substantially  the form attached  hereto as Exhibit 1.1.  Without regard to
     the face  principal  amounts of each of the  Revolving  Credit  Notes,  the
     actual principal amount at any time outstanding and owing by the Company on
     account   thereof  during  the  period  ending  on  the  Revolving   Credit

<PAGE>

     Termination  Date shall be the sum of all  Revolving  Credit  Loans then or
     theretofore  made thereon less all  principal  payments  actually  received
     thereon during such period.

     2. Amendment to Section 3.3.  Section 3.3 of the Credit  Agreement shall be
amended by deleting the last sentence thereof in its entirety.

     3. Amendment to Section 3.4.  Section 3.4 of the Credit  Agreement shall be
amended be deleting the third sentence thereof in its entirety.

     4. Amendment to Section 4.1.  Section 4.1 of the Credit  Agreement shall be
amended by deleting the last sentence thereof in its entirety.

     5. Amendment to Section 7.21. Section 7.21 of the Credit Agreement shall be
amended in its entirety to read as follows:

          Section 7.21. [Intentionally left blank.]

     6.  Amendment  to Section 9.  Section 9 of the  Credit  Agreement  shall be
amended by (a) deleting the definitions "Senior Notes" and "Terms Sheet" and (b)
amending the definition of Total Debt to read as follows:

          "Total  Debt"  shall  mean  (without   duplication)  all  consolidated
     indebtedness  for borrowed money of the Company and its  Subsidiaries,  and
     shall  include   indebtedness  for  borrowed  money  created,   assumed  or
     guaranteed  by the Company  either  directly or  indirectly,  including all
     amounts outstanding under this Agreement, including the aggregate principal
     amount of  Revolving  Credit  Loans and Swing Line Loans  outstanding,  the
     aggregate  face  amount of  outstanding  L/Cs and the  aggregate  amount of
     unreimbursed Reimbursement Obligations as of the date of determination.

     7.  Amendment  to  Schedule  1.  Schedule 1 to the Credit  Agreement  (Bank
Percentages)  shall be amended in its entirety to read as provided on Schedule 1
hereto.

     8. Consent to Sale of Private  Label Juice  Business.  Subject to the terms
and conditions of this Amendment,  and notwithstanding the provisions of Section
7.14 (Sale of Property) and 7.13 (Investments, Loans, Advances and Acquisitions)
of the Credit Agreement, the undersigned Banks hereby consent to the sale by the
Company of certain  inventory,  trademarks,  contracts  and the  goodwill of the
Company's  private label juice business and, in payment of substantially  all of
the purchase  price  therefor,  acceptance  of a  promissory  note of the buyer,
provided both the terms of the sale are  substantially  as outlined on Exhibit A
hereto and the Company pledges such note to the Banks, and delivers the original
note to the Agent, as additional collateral to support its obligations under the
Credit Agreement.

     9. Transfer of Mercantile  Bank National  Association  Interests.  By their
execution  hereof,  each of the parties hereto  acknowledges and agrees that all
interests of Mercantile Bank National Association  ("Mercantile") in this credit
facility have been assumed by Firstar Bank,


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<PAGE>

N. A.  ("Firstar")  in connection  with the merger of Mercantile  and Firstar on
September 20, 1999.

     10. Effectiveness. This Amendment shall become effective as of December 29,
1999 upon the Agent's  receipt of a copy of this  Amendment duly executed by the
Company and the Banks, together with the following:

          (a) the Revolving Credit Notes, copies of which are attached hereto as
     Exhibit B, which shall replace the notes executed as of March 15, 1999; and

          (b) a certificate  of the Secretary of the Company as to the continued
     effectiveness,  without  amendment,  of the Articles of  Incorporation  and
     Bylaws  of the  Company  delivered  to the  Agent on March  14,  1999,  the
     signatures of officers of the Company  authorized to execute this Amendment
     and the Revolving Credit Notes and the attached resolutions authorizing the
     transactions contemplated by this Amendment.

After this  Amendment has become  effective,  the Agent agrees to deliver to the
Company  when  necessary  such  partial  releases  of UCC  financing  statements
recorded by the Agent as are  necessary  to complete  the sale of the  Company's
private label juice business referred to herein.

     11.  Representations  and Warranties of the Company. In order to induce the
Banks to enter into this Amendment and in recognition of the fact that the Banks
are acting in reliance  thereupon,  the Company  represents  and warrants to the
Banks as follows:

          (a) The Company has the  corporate  power and authority to enter into,
     deliver and issue this Amendment and the replacement Revolving Credit Notes
     and to continue to borrow under the Credit  Agreement,  as amended  hereby.
     Each of the Credit  Agreement,  as amended  hereby,  this Amendment and the
     replacement  Revolving  Credit  Notes when duly  executed  on behalf of the
     Company,  constitute  the  legal,  valid  and  binding  obligations  of the
     Company, enforceable against the Company in accordance with their terms.

          (b) The execution and delivery of this  Amendment and the  replacement
     Revolving Credit Notes and the prospective borrowing and performance by the
     Company of its obligations under the Credit  Agreement,  as amended hereby,
     have been authorized by all necessary action on the part of the Company.

          (c) The representations and warranties of the Company contained in the
     Credit Agreement,  as amended hereby,  are true and correct in all material
     respects as of the date of this  Amendment  as though made on and as of the
     date of this Amendment.

          (d) As of the date of this  Amendment no Event of Default,  or default
     which with the passage of time would  constitute  an Event of Default under
     the Credit Agreement, has occurred and is continuing.


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<PAGE>

          (e) The  Company  is liable,  without  offset,  counterclaim  or other
     defense, for all obligations of the Company to the Banks.

          (f) No information,  financial statement,  exhibit or report furnished
     by the  Company  to the Agent in  connection  with the  negotiation  of, or
     pursuant to, this Amendment, contains any material misstatement of fact, or
     omits to state a material  fact,  or omits any fact  necessary  to make the
     statements  contained therein,  in light of the circumstances in which they
     were made, not misleading.

     12.  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts,  and by different parties hereto on separate counterparts, and all
such counterparts  taken together shall be deemed to constitute one and the same
instrument.

     13. Miscellaneous.

          (a) Each reference in the Credit  Agreement to "this  Agreement" shall
     be deemed a reference to the Credit Agreement as amended by this Amendment.
     Each  reference in the Credit  Agreement to the  "Revolving  Credit  Notes"
     shall be  deemed a  reference  to the  Revolving  Credit  Notes  issued  in
     connection with this Amendment.

          (b) In  accordance  with  Section  10.4 of the Credit  Agreement,  the
     Company shall pay or reimburse the Agent for all of its expenses, including
     reasonable  attorneys' fees and expenses,  incurred in connection with this
     Amendment,  for the  preparation,  examination and approval of documents in
     connection  herewith,  the  preparation  hereof and  expenses  incurred  in
     connection herewith.

          (c) This Amendment is being  delivered and is intended to be performed
     in the State of Wisconsin and shall be construed and enforced in accordance
     with the laws of that state without  regard for the principals of conflicts
     of laws.

          (d)  Except as  expressly  modified  or  amended  herein,  the  Credit
     Agreement  shall  continue in effect and shall continue to bind the parties
     hereto.  This Amendment is limited to the terms and  conditions  hereof and
     shall not  constitute  a  modification,  acceptance  or waiver of any other
     provision of the Credit Agreement.

          (e) The Company  agrees to hereafter  execute such  amendments  to the
     existing mortgages given by the Company to the Banks requested by the Banks
     to  evidence  the  increase in the  Revolving  Credit  Commitment  pursuant
     hereto.


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<PAGE>

     If this Second Amendment to Credit Agreement and Consent is satisfactory to
you,  please sign the form of  acceptance  below.  Dated and effective as of the
29th day of December, 1999.

                                   Very truly yours,

                                   NORTHLAND CRANBERRIES, INC.


                                   By: /s/
                                       ----------------------------------------
                                   Its:Assistant Vice President of Finance and
                                       ----------------------------------------
                                       Acting Chief Financial Officer
                                       ------------------------------


     Accepted and agreed to as of the day and year last above written.


                                   FIRSTAR BANK, N. A.


                                   By: /s/
                                       ----------------------------------------
                                   Its:Assistant Vice President

                                   Address:

                                   777 East Wisconsin Avenue
                                   Milwaukee, Wisconsin 53202
                                   Attention: Randall D. Olver,
                                              Senior Vice President


                                   NORWEST BANK MINNESOTA, N. A.


                                   By  /s/ Kenneth E. LaChance
                                       ----------------------------------------
                                   Its:Officer

                                   Address:

                                   Sixth Street and Marquette Avenue
                                   MAC N9305-l14
                                   Minneapolis, Minnesota 55479-0091
                                   Attention: Kenneth E. LaChance, Officer



                                      -5-
<PAGE>


                                   U.S. BANK NATIONAL ASSOCIATION


                                   By  /s/ Michael Fordney
                                       ----------------------------------------
                                   Its:SVP

                                   Address:

                                   201 West Wisconsin Avenue
                                   Milwaukee, Wisconsin 53259-0911
                                   Attention: Michael Fordney,
                                              Senior Vice President


                                   BANK OF AMERICA, NATIONAL
                                   ASSOCIATION


                                   By  /s/ Edward L. Cooper, III
                                       ----------------------------------------
                                   Its:SVP

                                   Address:

                                   231 South LaSalle Street
                                   Chicago, Illinois 60697
                                   Attention: Edward L. Cooper III,
                                              Vice President


                                   ST. FRANCIS BANK, F.S.B.


                                   By  /s/ John C. Tans
                                       ----------------------------------------
                                   Its:VP

                                   Address:

                                   13400 Bishops Lane, Suite 190
                                   Brookfield, Wisconsin 53005-6203
                                   Attention: John Tans, Vice President/
                                              Commercial Banking


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<PAGE>

                                   M&I MARSHALL & ILSLEY BANK


                                   By  /s/ Dennis D. Finnigan
                                       ----------------------------------------
                                   Its:VP


                                   By: /s/
                                       ----------------------------------------
                                   Its:Vice President

                                   Address:

                                   770 North Water Street
                                   Milwaukee, Wisconsin 53202
                                   Attention: Dennis D. Finnigan, Vice President


                                   FLEET CAPITAL CORPORATION


                                   By  /s/ Edward M. Bartkowski
                                       ----------------------------------------
                                   Its:Senior Vice President

                                   Address:

                                   20800 Swenson Drive, Suite 350
                                   Post Office Box 1641
                                   Waukesha, Wisconsin 53187
                                   Attention: Edward M. Bartkowski,
                                              Vice President




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<PAGE>


                                   BANK ONE, NA


                                   By  /s/ A. F. Maggiore
                                       ----------------------------------------
                                   Its:Managing Director

                                   Address:

                                   111 East Wisconsin Avenue
                                   Milwaukee, Wisconsin 53202
                                   Attention: Anthony F. Maggiore,
                                              Managing Director


                                   LaSALLE BANK NATIONAL ASSOCIATION


                                   By  /s/ James A. Meyer
                                       ----------------------------------------
                                   Its:First Vice President

                                   Address:

                                   411 East Wisconsin Avenue
                                   Milwaukee, Wisconsin 53202
                                   Attention: James A. Meyer,
                                              First Vice President



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