THIRD AMENDMENT TO FORBEARANCE AGREEMENT


     This Third Amendment to Forbearance Agreement (the "Amendment") is made as
of the 1st day of May, 2001, by and among NORTHLAND CRANBERRIES, INC., a
Wisconsin corporation, (the "Company"), NCI FOODS, LLC, a Wisconsin limited
liability company (the "Guarantor"), various financial institutions which are
listed on the signature page hereof (together with their respective successors
and assigns, collectively, the "Banks") and FIRSTAR BANK, N. A., a national
banking association formerly known as Firstar Bank Milwaukee, N. A., for itself
and as Agent (the "Agent"). Capitalized terms used herein and not otherwise
defined herein have the meanings assigned to such terms in that certain
Forbearance Agreement by and among the Company, the Guarantor, the Banks and the
Agent, dated as of December 13, 2000 (the "Original Agreement"), as amended by
that certain Amendment to Forbearance Agreement dated as of March 23, 2001 (the
"First Amendment") and that certain Second Amendment to Forbearance Agreement
and Limited Waiver dated as of April 24, 2001 (the "Second Amendment" and
together with the Original Agreement and the First Amendment, the "Forbearance
Agreement").

     WHEREAS, the Forbearance Agreement provided that the Forbearance Period
would be in effect through and including April 30, 2001;

     WHEREAS, the Company and the Guarantor have requested, and the Required
Banks have agreed, to extend the term of the Forbearance Period, provided the
terms and conditions of this Amendment are satisfied, and certain terms and
conditions of the Forbearance Agreement are amended, as hereinafter set forth.

     NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:

     1.  Extension of Forbearance Period. The term "Forbearance Period" as used
in the Forbearance Agreement shall be amended to refer to the period through and
including July 30, 2001.

     2.  Amendment to Section 5(h) of the Forbearance Agreement. Section 5(h) of
the Forbearance Agreement shall be amended in its entirety to read as follows:

         (h)  Except with respect to the Company's established accounts for
     payment of salaries, wage and related payroll taxes and other deductions
     (the "Payroll Accounts"), the Company shall establish its sole disbursement
     accounts at Firstar Bank, N. A. (the "New Disbursement Accounts"). No
     further checks shall be issued from the Old Disbursement Accounts. Until
     the conclusion of the Forbearance Period or the occurrence of an Event of
     Default hereunder, upon final payment of checks,


<PAGE>


     instruments or other items received in the Collateral Account which are the
     proceeds of (i) the Company's accounts receivable, (ii) the proceeds of the
     Cliffstar Collateral to the extent such proceeds are regularly scheduled
     payments of principal on the note subject to the Collateral Pledge
     Agreement, (iii) tax refunds, or (iv) direct payments to the Company by the
     Secretary of Agriculture from the funds of the Commodity Credit Corporation
     pursuant to the Agriculture, Rural Development, Food and Drug
     Administration, and Related Agencies Appropriations Act, 2001, Pub. L. No.
     106-387 (collectively, the "Available Proceeds"), the Agent may, at the
     direction of the Company, transmit such funds to the New Disbursement
     Accounts and Payroll Accounts, but only (x) if the items presented for
     payment are in accordance with the Approved Budget (as hereinafter
     defined), (y) if after giving effect to payment of the presented item the
     Base Amount (as hereinafter defined) is not less than Fifty Three Million
     Four Hundred Ninety Nine Thousand Nine Hundred Fifty One Dollars
     ($53,499,951) (the "Floor Amount"), and (z) to the extent collected funds
     in the Collateral Account which are Available Proceeds are available within
     the time allowed by law to honor items presented for payment; provided,
     however, that, at any time there is no Approved Budget (as hereinafter
     defined), the Company agrees that it shall only request disbursements from
     Available Proceeds to pay for payroll, payroll related expenses, taxes,
     utilities, and payments required to be made pursuant to this Agreement and;
     provided, further, the Agent may, in the exercise of its discretion,
     transmit funds to the New Disbursement Account if after giving effect to
     the payment of the presented item, the Base Amount is not more than Five
     Hundred Thousand Dollars ($500,000) less than the Floor Amount. Items
     presented for payment shall be considered presented "in accordance with the
     Approved Budget" so long as at the date of presentment for payment the
     amount of such items presented, when added to all other items previously
     presented for payment during the term of the Approved Budget, do not
     exceed, on a cumulative basis during the term of such budget, the total
     budgeted weekly amounts through the date of such presentment. Any and all
     Proceeds deposited in the Collateral Account may at any time be applied as
     a permanent reduction of the principal amount of the Indebtedness and
     Obligations within the Agent's discretion. "Base Amount" shall mean, as of
     any date, the sum of cash in the Collateral Account plus the aggregate
     amount of Inventory plus Accounts Receivable. "Approved Budget" shall mean
     the weekly cash budget developed by the Company which is attached hereto as
     Exhibit A, or any substitute therefor which (i) is in sufficient detail and
     acceptable in all respects to the Required Banks; (ii) shows projected
     receipts and necessary disbursements by category per week; (iii) projects
     the balance of Accounts Receivable and Inventory on a weekly basis; and
     (iv) shows the projected Base Amount; and

     3.  Conditions Precedent. This Amendment shall become effective upon
execution hereof by the Agent, the Required Banks, the Company, and the
Guarantor and the Agent's receipt of an opinion of Foley & Lardner as to the
matters identified on Exhibit B attached hereto.



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<PAGE>


     4.  Consideration for Extension of Forbearance. In consideration of the
Required Banks' and the Agent's agreement to forbear from taking certain actions
during the Forbearance Period, as extended pursuant to this Amendment, the
Company agrees that:

         (a)  The Company: (i) agrees and reconfirms that its obligations
     pursuant to Sections 5(e), 5(g) and 5(h) (as amended hereby) of the
     Forbearance Agreement and Section 3(f) of the First Amendment continue
     hereunder and shall survive the termination of the Forbearance Period; (ii)
     agrees to provide to the Agent weekly, on each Wednesday as of the
     preceding Friday, a certificate in the form of Exhibit C to evidence the
     Company's compliance with certain provisions of Section 5(h) of the
     Forbearance Agreement, as amended hereby; (iii) agrees that during the time
     that an Approved Budget is in effect, it shall not request payments for
     trade payables in an amount, when added to other payments for trade
     payables made while the Approved Budget is in effect, that exceed on a
     cumulative basis the total budgeted amount in the category "Production
     Venders" since to do otherwise, the Company has determined, is not in its
     best interest; and (iv) represents and warrants that at any time there is
     no Approved Budget, the Company shall only request disbursements from
     Available Proceeds to pay for payroll, payroll related expenses, taxes,
     utilities and payments required to be made pursuant to the Forbearance
     Agreement; and

         (b)  The Banks intend to continue to retain the Advisor as provided in
     Section 3(h) of the First Amendment and the Company's obligations under
     such section shall continue during the Forbearance Period, as extended
     hereunder. The Company expressly authorizes the Agent to debit the
     Collateral Account for payment of the Advisor's reasonable fees and
     out-of-pocket expenses; and

         (c)  The Company's obligations pursuant to Section 3(i) of the First
     Amendment shall continue during the Forbearance Period, as extended
     hereunder. The Company expressly authorizes the Agent to debit the
     Collateral Account for payment of such legal fees and out-of-pocket
     expenses and the Agent will promptly notify the Company of the amount of
     such debit; and

         (d)  Upon receipt, but in any event not later than June 15, 2001, the
     Company shall provide the Agent with written evidence satisfactory to the
     Required Banks in their sole and unfettered discretion that the Company has
     made substantial progress in the pursuit of its strategic alternatives,
     including a possible sale, merger or other business combination of the
     Company, or one or more of its business units, or the sale of the Company's
     brand on its own; and

         (e)  The Company acknowledges that interest continues to accrue at the
     default rate provided in Section 2.2 of the Credit Agreement. Continuing on
     May 4, 2001, and each Friday thereafter, the Company shall pay to the Agent
     for the pro rata



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<PAGE>


     account of the Banks a portion of such interest which through April 30,
     2001, is payable at the rate of five percent (5%) per annum and commencing
     May 1, 2001, is payable at the rate of seven percent (7%) per annum, on the
     principal amount outstanding under the Credit Agreement, computed in
     accordance with Section 2.4 of the Credit Agreement; and the payment due on
     May 4, 2001, shall be for such interest accruing for the period from April
     27, 2001, through May 3, 2001, and thereafter each payment shall be for the
     seven (7) day period ending on the Thursday prior to payment; and

         (f)  On or prior to each of the dates set forth below, the Company
     shall pay to the Agent for the pro rata account of the Banks, principal of
     not less than the amounts set forth below opposite such dates, which
     payments shall be applied as permanent reductions of the principal amount
     of the Obligations:

                         Date                                 Principal Payment
                         ----                                 -----------------
                     June 15, 2001                               $12,000,000
     Date of receipt of Cliffstar interest payment                  $675,000
                     June 30, 2001                                $1,600,000

         (g)  On or before May 31, 2001, the members of the Board of Directors
     of the Company who are not officers or employees of the Company shall
     designate one or more persons who they deem appropriate consistent with
     applicable principles of corporate governance and consistent with their
     fiduciary duties and who is also reasonably acceptable to the Agent and any
     two (2) other Banks (other than U. S. Bank National Association), to act on
     behalf of, and represent, the Company in all negotiations with respect to
     any expression of interest in regard to the Company's strategic
     alternatives. Such designee(s) shall at all times remain subject to the
     supervision of, and control by, the Board of Directors of the Company. Any
     transaction relating to the strategic alternatives shall be subject to the
     approval of the Board of Directors of the Company which approval shall be
     given consistent with applicable principles of corporate governance and
     consistent with their fiduciary duties. Upon the request of the Agent, and
     upon reasonable notice, such designee(s) shall meet with the Banks, in
     person or by telephone, at such times and places as the Agent shall select
     to discuss the status of such negotiations; and

         (h)  Upon receipt, but not later than May 18, 2001, the Company shall
     provide the Agent with an executed copy of an agreement between Equitable
     and the Company, in form and substance satisfactory to the Banks and the
     Agent in their sole discretion, pursuant to which Equitable will agree (i)
     to extend the term of its forbearance, as set forth in the Forbearance
     Agreement between Equitable and the Company, as executed on or about
     February 2, 2001, and amended as of April 12, 2001, through and including


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<PAGE>


     July 30, 2001, pursuant to an Agreement in form and substance satisfactory
     to the Agent in its discretion; and

         (i)  Upon receipt from the Agent, the Company will execute a direction
     to Cliffstar to wire transfer to the Collateral Account all amounts due
     from Cliffstar to the Company including all further payments under that
     certain Promissory Note dated March 8, 2000, payable by Cliffstar to the
     Company; and

         (j)  During the Forbearance Period, as extended hereunder:

              (i)   Senior management of the Company shall continue to make
          themselves available, and shall arrange for the Company's investment
          bankers to be available, to meet with the Banks in person or by
          telephone, as determined by the Agent, on a regular basis at such time
          and place as the Agent shall select (following reasonable notification
          to the Company) to discuss such matters as the Banks choose regarding
          the Company's performance and the status of its pursuit of its
          strategic alternatives.

              (ii)  The Company's obligations pursuant to Sections 5(j)(i) -
          (vi), 5(j)(viii) and 5(k) of the Forbearance Agreement shall continue.

              (iii) The Company shall comply with all of the terms of the
          Obligations; provided, however, that the failure to make regularly
          scheduled payments of principal and interest otherwise due prior to
          the conclusion of the Forbearance Period except as provided in
          Sections 4(c) and (d) above, shall not constitute an Event of Default
          hereunder.

     5.  Representations and Warranties of the Company and the Guarantor. In
order to induce the Banks to enter into this Amendment, and in recognition of
the fact that the Banks and the Agent are acting in reliance thereupon, the
Company (as to the Company) and the Guarantor (as to the Guarantor) hereby
covenant, represent and warrant to the Banks and to the Agent that:

         (a)  The Company is duly incorporated and the Guarantor is duly
     organized, each is validly existing and in good standing under the laws of
     the State of Wisconsin and each has the power and authority and the legal
     right to own and operate its property, to lease the property it operates,
     and to conduct the business in which it is currently engaged.

         (b)  The Company and the Guarantor each has the power and authority to
     enter into, deliver, issue and perform all of its obligations under this
     Amendment. This Amendment, when duly executed and delivered on behalf of
     the Company and



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<PAGE>


     the Guarantor, will constitute the legal, valid and binding obligation of
     the Company and the Guarantor, enforceable against each in accordance with
     its respective terms.

         (c)  No consent or authorization of, filing with, or act by or in
     respect of any governmental authority is required in connection with the
     execution, delivery, performance, validity or enforceability of this
     Amendment. The execution, delivery and performance of this Amendment, (i)
     has been duly authorized by all necessary action, where applicable, (ii)
     will not violate any requirement of law or any contractual obligation of
     the Company or the Guarantor, and (iii) will not result in, or require, the
     creation or imposition of any lien on any of their respective properties or
     revenues pursuant to any requirement of law or contractual obligation.

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

         (e)  The representations and warranties of the Company and the
     Guarantor contained in the Forbearance Agreement, as well as the statement
     set forth in Sections 1, 2 and 3 of the Original Agreement, are true and
     correct in all respects as of the date of this Amendment, except that the
     principal amount outstanding under the Obligations as of April 30, 2001 is
     One Hundred Fifty Four Million Nine Hundred Fifty Two Thousand Nine Hundred
     Thirty Two and 14/100 Dollars ($154,952,932.14).

         (f)  The Company acknowledges that the Banks have requested that the
     Company prepare and conduct business under a budget to avoid a diminution
     in the Banks' Collateral. Each budget contemplated by or prepared in
     connection with or in anticipation of this Amendment and the Second
     Amendment including the Approved Budget were prepared solely by the Company
     and its advisors without direction by the Banks, the Agent or their
     advisors as to particular creditors or expenses to be paid or not paid.

     6.  Release. The Company, the Guarantor and each of their affiliates,
representatives, officers, directors, agents, employees, and attorneys, as well
as their predecessors, successors and assigns (collectively, the "Releasing
Parties"), forever release and discharge the Banks, the Agent and their
respective affiliates, officers, directors, shareholders, agents,
representatives, attorneys and employees, predecessors, successors and assigns
(collectively, the "Released Parties"), and each of them, past and present, from
any and all actions, obligations, costs, damages, losses, claims, liabilities
and demands of whatever kind and nature which the Releasing Parties have had,
now have or hereafter may



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<PAGE>


have, arising from or by reason of or in any way connected with any transaction,
matter, event or circumstance which occurred or existed on or prior to the date
hereof. It is understood and agreed that this release is not to be construed as
an admission of liability on the part of Banks, the Agent or the Released
Parties.

     7.  Limitation of Liability. Neither the Banks nor the Agent nor any of the
Released Parties shall be liable to the Releasing Parties for any action taken,
or omitted to be taken, by it or them or any of them under this Amendment or in
connection herewith except that no person shall be relieved of any liability
imposed by law for gross negligence or willful misconduct. No claim may be made
by the Releasing Parties against the Banks, the Agent or the Released Parties
for any special, indirect, consequential or punitive damages in respect of any
breach or wrongful conduct (whether the claim is based in contract or tort or
duty imposed by law). The Releasing Parties hereby waive, release and agree not
to sue upon any claim for any such damages, whether or not accrued and whether
or not known or suspected to exist in its favor.

     8.  Miscellaneous.

         (a)  Each reference in the Forbearance Agreement to "this Agreement"
     shall be deemed a reference to the Forbearance Agreement as amended by this
     Amendment.

         (b)  This Amendment shall be governed by and construed in accordance
     with the laws of the State of Wisconsin.

         (c)  Except as expressly modified or amended herein, all of the terms
     and conditions of the Forbearance Agreement and each of the Obligations and
     the Guaranty 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
     provision of the Forbearance Agreement, the Obligations or the Guaranty.

     IN WITNESS WHEREOF, the parties have executed this Third Amendment to
Forbearance Agreement as of the date first written above.

                                      NORTHLAND CRANBERRIES, INC.


800 First Avenue South                By:  /s/
Wisconsin Rapids, WI 54495-8020           --------------------------------------
                                      Its:
                                          --------------------------------------



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<PAGE>




                                      NCI FOODS, LLC


800 First Avenue South                By:  /s/
Wisconsin Rapids, WI 54495-8020           --------------------------------------
                                      Its:
                                          --------------------------------------


                                      FIRSTAR BANK, N. A., as Agent and a Bank


777 East Wisconsin Avenue             By: /s/
Milwaukee, WI  53202                      --------------------------------------
                                      Its:
                                          --------------------------------------


                                      WELLS FARGO BANK MINNESOTA, N. A.


730 Second Avenue South, Suite 500    By: /s/
MAC N9314-050                             --------------------------------------
Minneapolis, MN  55479                Its:
                                          --------------------------------------


                                      U. S. BANK NATIONAL ASSOCIATION


MPFP2516                              By: /s/
601 Second Avenue South                   --------------------------------------
Minneapolis, MN 55402-4302            Its:
                                          --------------------------------------


                                      BANK OF AMERICA, NATIONAL ASSOCIATION


231 South LaSalle Street              By: /s/
Chicago, IL  60697                        --------------------------------------
                                      Its:
                                          --------------------------------------


                                      ST. FRANCIS BANK, F.S.B.


13400 Bishops Lane, Suite 190         By: /s/
Brookfield, WI  53005-6203                --------------------------------------
                                      Its:
                                          --------------------------------------



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<PAGE>


                                      M&I MARSHALL & ILSLEY BANK


770 North Water Street                By:
Milwaukee, WI  53202                      --------------------------------------
                                      Its:
                                          --------------------------------------


                                      ARK CLO 2001-1, LIMITED


c/o Woodside Capital                  By: /s/
70 Russett Hill Road                      --------------------------------------
Sherborn, MA  01770                   Its:
                                          --------------------------------------


                                      BANK ONE, NA


111 East Wisconsin Avenue             By:
Milwaukee, WI  53202                      --------------------------------------
                                      Its:
                                          --------------------------------------


                                      LaSALLE BANK NATIONAL ASSOCIATION


411 East Wisconsin Avenue             By: /s/
Milwaukee, WI  53202                      --------------------------------------
                                      Its:
                                          --------------------------------------



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