FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT



FIRSTAR BANK MILWAUKEE, N. A., as Agent
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  (the  "Credit
Agreement"),  among the Company, the Banks and Firstar Bank Milwaukee,  N.A., as
agent,  to permit  the  transfer  of certain  trademarks  and  tradenames  and a
Trademark  License  Agreement (the "License  Agreement") dated December 29, 1998
between the Company and SENECA FOODS CORPORATION ("Seneca") to NCI Foods, LLC, a
newly formed limited  liability  company of which the Company is the sole member
and owner,  on the terms and  conditions  set forth below.  The Company  further
requests  that the Banks  consent  to the sale of a portion of one of its Juneau
County,  Wisconsin marshes.  Capitalized terms used herein and not defined shall
have the meanings assigned thereto in the Credit Agreement.

     1. Amendment to Section 4.1.  Section 4.1 of the Credit  Agreement shall be
amended so that clauses (vi) and (vii) thereof read as follows:

          (vi) the  Minot  Guaranty  and the NCI  Guaranty;  and (vii)
          Grants of Security  Interests in Trademarks,  to be executed
          by the Company, Minot and NCI, respectively, in favor of the
          Agent  for  itself   and  for  the   benefit  of  the  Banks
          (collectively, the "IP Grants").

     2. Amendment to Section 5.2.  Section 5.2 of the Credit  Agreement shall be
amended to read as follows:

          Section 5.2.  Subsidiaries.  The Company has no Subsidiaries
          except Wildhawk, Inc., a Wisconsin corporation, W.S.C. Water
          Management   Corp.,  a  Wisconsin   corporation,   Northland
          Cranberries   Foreign   Sales   Corp.,   a  Virgin   Islands
          corporation,  Minot, NCI, Northland Insurance Center Inc., a
          Wisconsin   corporation,   and  PFVA  Acquisition  Corp.,  a
          Virginia corporation (the "Acquisition Subsidiary").

     3.  Amendment  to Section 9.  Section 9 of the  Credit  Agreement  shall be
amended by adding the following definitions:

<PAGE>

          "NCI"  shall  mean  NCI  Foods,  LLC,  a  Wisconsin  limited
          liability company.

          "NCI Guaranty" shall mean that certain  Guaranty dated as of
          May 1, 1999 executed by NCI for the benefit of the Agent and
          the Banks.

     4.  Consent  to  Transfers.  Subject  to the terms and  conditions  of this
Amendment,  and  notwithstanding  the  provisions  of Section 7.14 of the Credit
Agreement,  the  undersigned  Banks  hereby  consent to (i) the  transfer by the
Company  to NCI  of all of (a)  its  right,  title  and  interest  in and to the
trademarks  and  tradenames  described on Exhibit A attached  hereto and (b) the
License  Agreement  and  all  the  rights  granted  to  the  Company  by  Seneca
thereunder,  and (ii) the sale by the  Company of an  approximately  twenty (20)
acre portion of one of its Juneau County, Wisconsin marshes.

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

          (a) the NCI Guaranty duly executed by NCI;

          (b) a Grant of Security Interest in Trademarks duly executed by NCI;

          (c) a Notice of Grant of Security Interest in Trademarks duly executed
     by NCI and the Agent;

          (d) such  financing  statements  duly executed by NCI as the Agent may
     reasonably require;

          (e) a certificate of the member of NCI as to the attached  Articles of
     Organization  of  NCI,  the  Operating  Agreement  of NCI  and  resolutions
     authorizing those documents required from NCI hereunder; and

          (f) 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 and the
     attached resolution authorizing the transactions.

When this Amendment has become effective,  the Agent will deliver to the Company
such partial releases of UCC financing  statements and mortgages recorded by the
Agent as are  necessary  to complete  the sale of the Juneau  County,  Wisconsin
parcel referred to herein.

     6.  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:


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<PAGE>

          (a) The Company has the  corporate  power and authority to enter into,
     deliver and issue this Amendment and to continue to borrow under the Credit
     Agreement,  as amended  hereby.  Each of the Credit  Agreement,  as amended
     hereby,  and this  Amendment  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  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.

     7. Negative  Covenant.  The Company  agrees for itself and on behalf of NCI
that,  so long as any credit is available to or in use by the Company  under the
Credit  Agreement,  NCI's sole business is and will be to own the trademarks and
tradenames  described on Exhibit A and to hold the License Agreement and that at
no time will NCI own any tangible or other  intangible  assets without the prior
written consent of the Agent.

     8.  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.

     9. 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.

          (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.


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<PAGE>

          (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.

     If this First Amendment to Credit  Agreement and Consent is satisfactory to
you, please sign the form of acceptance below. Dated and effective as of the 1st
day of May, 1999.

                                   Very truly yours,

                                   NORTHLAND CRANBERRIES, INC.



                                   By: /s/ John A. Pazurek
                                       ----------------------------------------
                                       John A. Pazurek, Chief Financial Officer,
                                       Vice President, Finance and Treasurer

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

                                   FIRSTAR BANK MILWAUKEE, N. A.


                                   By: /s/
                                       ----------------------------------------
                                   Its:Lending Officer


                                   NORWEST BANK MINNESOTA, N.A.


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


                                   MERCANTILE BANK NATIONAL ASSOCIATION


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

[Signatures continued on following page.]



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<PAGE>

                                   U.S. BANK NATIONAL ASSOCIATION


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


                                   BANK OF AMERICA, NATIONAL TRUST
                                   & SAVINGS ASSOCIATION


                                   By: /s/ Barton. A. Francour
                                       ----------------------------------------
                                   Its:Barton. A. Francour - Sr. Vice President


                                   ST. FRANCIS BANK, F.S.B.


                                   By: /s/
                                       ----------------------------------------
                                   Its:V.P.


                                   M&I MARSHALL & ILSLEY BANK


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


                                   BANKBOSTON, N.A.


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



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