Execution Copy
                                CREDIT AGREEMENT


                                      among

                          NORTHLAND CRANBERRIES, INC.,
                         VARIOUS FINANCIAL INSTITUTIONS

                                       and

                         FIRSTAR BANK MILWAUKEE, N. A.,
                                    as Agent



                           Dated as of March 15, 1999








<PAGE>



                           NORTHLAND CRANBERRIES, INC.
                                CREDIT AGREEMENT



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") requests that the undersigned financial  institutions  (together
with their respective successors and assigns,  collectively, the "Banks") make a
revolving credit facility available to the Company upon the terms and conditions
set forth in this Credit  Agreement (the  "Agreement").  Capitalized  terms used
herein and not defined  shall have the meanings  assigned  thereto in Section 9,
below.

SECTION 1.   THE CREDITS.

       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  (as  reflected  on the  signatures  pages  hereto) 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  Forty  Million
Dollars ($140,000,000) (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 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.


<PAGE>

       Section  1.2.  Swing  Line.  Subject  to all of the terms and  conditions
hereof,  the Swing Line  Lender  agrees to extend a swing line  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 aggregate amount of Swing
Line Loans  outstanding  at any one time shall not exceed Five  Million  Dollars
($5,000,000) (the "Swing Line  Commitment").  Each Swing Line Loan may be in any
amount  selected by the  Company.  The Swing Line Loans shall be  evidenced by a
Swing Line Note of the Company  (the "Swing Line Note")  payable to the order of
the Swing Line  Lender in the amount of the Swing  Line  Commitment,  such Swing
Line  Note to be in  substantially  the form  attached  hereto as  Exhibit  1.2.
Without regard to the face  principal  amount of the Swing Line Note, the actual
principal  amount at any time  outstanding  and owing by the  Company on account
thereof during the period ending on the Revolving Credit  Termination Date shall
be the sum of all Swing Line Loans then or  theretofore  made thereon,  less all
principal  payments  actually  received  thereon  during such  period.  Upon the
occurrence and during the continuation of a Default or an Event of Default,  the
Swing Line Lender may, in its discretion,  require that each of the Banks make a
Revolving  Credit Loan in an amount equal to its  Percentage of the  outstanding
Swing Line Loans and all accrued and unpaid  interest  thereon,  the proceeds of
which  Revolving  Credit  Loans will be paid to the Agent for the account of the
Swing Line Lender to pay the outstanding Swing Line Loans. Effective on the days
such  Revolving  Credit  Loans are made,  the portion of the Swing Line Loans so
paid shall no longer be  outstanding  as Swing Line Loans and shall no longer be
due under the Swing Line Note.  The Company  shall pay to the Swing Line Lender,
promptly following the Swing Line Lender's demand, the amount of its outstanding
Swing Line Loans to the extent amounts received from such Revolving Credit Loans
are not sufficient to repay in full the outstanding Swing Line Loans.

       Section  1.3.  Obligations  Several and Not Joint.  The failure of one or
more Banks to lend in accordance with its Percentage shall not relieve the other
Banks of their obligations to the Company  (including  without  limitation their
obligation to lend),  but none of the Banks shall be obligated to lend in excess
of its Percentage.

       Section 1.4. Manner of Borrowing for Domestic Rate Portions.  The Company
shall  notify the Agent  (which may be written or oral,  but which must be given
prior to 11:00 a.m.  (Milwaukee  time)) of the date (which  may,  subject to the
immediately preceding parenthetical,  be the date on which such notice is given)
upon which it  requests  that any  Domestic  Rate  Portion be created  under the
Revolving  Credit  Commitment  or any advance be made to it under the Swing Line
Commitment,  specifying the amount of each such loan.  Except to the extent such
request is for a Swing Line Loan,  the Agent shall  promptly give notice of such
request to each of the Banks and each Bank shall,  before  1:00 p.m.  (Milwaukee
time) on the date of such  borrowing  make available to the Agent at its office,
in immediately  available funds, such Bank's Percentage of such loan. Subject to
all of the terms and conditions  hereof, the proceeds of each loan shall be made
available  to the Company on the date  requested by the Company at the office of
the Agent in Milwaukee and in funds there current.  Each  Revolving  Credit Loan
shall  initially  constitute  part of the Domestic  Rate  Portion  except to the
extent the Company has otherwise  timely  elected,  all as provided in Section 2
hereof. Each Swing Line Loan shall constitute part of the Domestic Rate Portion.


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<PAGE>

Section 1.5. Letters of Credit.

              (a) Generally.  Subject to all the terms and conditions hereof, at
       the Company's  request the Issuer may in its discretion  issue letters of
       credit (each an "L/C" and,  collectively,  the "L/Cs") for the account of
       the  Company   subject  to  availability   under  the  Revolving   Credit
       Commitment.  Each L/C  shall be issued  pursuant  to an  Application  for
       Commercial  Letter of Credit and  Commercial  Letter of Credit  Agreement
       (the "L/C  Agreement")  substantially  in the form of Exhibit 1.5 hereto.
       The L/Cs shall consist of standby and trade  letters of credit;  provided
       that the aggregate undrawn face amount of the L/Cs plus the amount of all
       unpaid Reimbursement Obligations shall not at any time exceed Ten Million
       Dollars  ($10,000,000).  Each L/C shall have an expiry date not more than
       one (1) year from the date of  issuance  thereof  (but in no event  later
       than the Revolving Credit  Termination  Date). The amount available to be
       drawn under each L/C issued  pursuant  hereto shall be deducted  from the
       credit otherwise available under the Revolving Credit.

              (b)  Participation  by the Banks.  Upon  issuance of any L/C,  the
       Issuer  shall  promptly  notify the Banks of the amount and terms of each
       such L/C and each Bank (other  than the  Issuer)  agrees that it shall be
       deemed to have purchased a pro rata participation therein from the Issuer
       in an amount equal to that Bank's  Percentage  of the face amount of such
       L/C.  Promptly  after  payment by the Issuer of any amount drawn upon any
       L/C,  which amount is not otherwise  paid or reimbursed by the Company or
       funded with the proceeds of a Revolving  Credit Loan in  accordance  with
       Section  1.6, the Agent  shall,  without  notice to or the consent of the
       Company  direct each Bank (other than the Issuer) to make  payment to the
       Issuer,  pro rata in accordance with their respective  Percentages,  with
       respect  to the  amount  so  paid  by the  Issuer  to  fund  such  Bank's
       participation  in the payment  made by the Issuer  under such L/C. If for
       any  reason  or  under  any  circumstance  the  Company  does  not  pay a
       Reimbursement  Obligation,  the Company shall nonetheless be obligated to
       pay such  Reimbursement  Obligation  together with interest in accordance
       with Section 1.6. Until such Reimbursement Obligation is satisfied,  each
       Bank shall have an undivided participation interest in an amount equal to
       such  Bank's  Percentage  of the  Reimbursement  Obligation  and shall be
       entitled to the interest  accruing on such  participation  interest until
       paid in full by the Company.

              (c) Fees. In  consideration  of the issuance of L/Cs,  the Company
       agrees to pay to the  Issuer  (i) a fee (the "L/C  Issuance  Fee") in the
       amount equal to one-eighth of one percent  (0.125%) of the face amount of
       each L/C issued  hereunder,  payable on the date of  issuance of each L/C
       hereunder and on the date of each  extension,  if any, of the expiry date
       of each L/C, (ii) a participation fee (the "L/C Participation Fee") in an
       amount per annum equal to the Applicable Margin for LIBOR Portions of the
       undrawn face amount of each L/C issued  hereunder,  payable  quarterly in
       arrears on the last day of each  quarter and at maturity for the pro rata
       accounts of the Banks, and (iii) such drawing, negotiation, amendment and
       other  administrative  fees  in  connection  with  each  L/C  as  may  be
       established by the Issuer from time to time and  applicable  generally to
       letters of credit  issued by the Issuer (the "L/C  Administrative  Fee"),
       payable on any other date or dates of issuance of each L/C  hereunder and
       on the date required by the Issuer upon notice of to


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<PAGE>

       the Company.  The Issuer will use its best efforts to provide the Company
       thirty (30) days' prior  notice of any changes to the L/C  Administrative
       Fees;  provided,  however, the Issuer's failure to provide such notice to
       the Company shall in no way relieve the Company of its  obligation to pay
       such L/C Administrative Fees.

              (d)  Funding,   Reimbursement,   Etc.   Notwithstanding   anything
       contained  in any L/C  Agreement  to the  contrary:  (i)  except  for the
       Collateral  and as  otherwise  provided  in Section  3.4  hereof,  in the
       absence of an Event of Default,  the Issuer will not call for the funding
       by the  Company  of any  amount  under an L/C  issued  for the  Company's
       account,  or for any other form of collateral  security for the Company's
       obligations in connection  with such L/C,  before being  presented with a
       drawing  thereunder,  and (ii) if the Issuer is not timely reimbursed for
       the amount of any drawing  under an L/C on the date such drawing is paid,
       the  Company's  obligation to reimburse the Issuer for the amount of such
       drawing shall bear interest at the default rate  specified in Section 2.2
       hereof.  If the  Issuer  issues any L/C with an  expiration  date that is
       automatically extended unless the Issuer gives notice that the expiration
       date will not so extend beyond its then  scheduled  expiration  date, the
       Issuer will give such notice of non-renewal  before the time necessary to
       prevent such automatic  extension if before such required notice date (i)
       the  expiration  date of such  L/C if so  extended  would  be  after  the
       Revolving  Credit   Termination   Date,  or  (ii)  the  Revolving  Credit
       Commitment has been terminated.

       Section 1.6.  Reimbursement  Obligation.  The Company is  obligated,  and
hereby  unconditionally  agrees,  to pay in immediately  available  funds to the
Issuer  each  draft  drawn  and  presented  under an L/C  issued  by the  Issuer
hereunder  not later than the date such draft is  presented  for  payment to the
Issuer (the obligation of the Company under this Section 1.6 with respect to any
L/C is a "Reimbursement  Obligation").  The Issuer's  determination of whether a
draft or other  request for payment under an L/C complies with the terms of such
L/C  shall  be made in a  commercially  reasonable  manner.  If at any  time the
Company fails to pay any Reimbursement Obligation when due, the Company shall be
deemed to have  automatically  requested a Revolving  Credit Loan from the Banks
hereunder,  as of the  maturity  date  of  such  Reimbursement  Obligation,  the
proceeds  of which loan shall be used to repay  such  Reimbursement  Obligation.
Such loan shall only be made if no Default or Event of Default  shall  exist and
the other  conditions set forth in Section 6 hereof are satisfied,  and shall be
subject to availability under the Revolving Credit  Commitment.  If such loan is
not made by the Banks  pursuant  to this  Agreement,  the unpaid  amount of such
Reimbursement  Obligation shall be due and payable to the Issuer upon demand and
shall bear  interest at the default  rate of interest  specified  in Section 2.2
hereof.

SECTION 2.   INTEREST.

       Section 2.1. Options.  Subject to all of the terms and conditions of this
Section 2, portions of the principal indebtedness evidenced by the Notes (all of
the  indebtedness  evidenced by the Notes bearing  interest at the same rate for
the same period of time being  hereinafter  referred to as a "Portion")  may, at
the option of the Company,  bear  interest  with  reference to the Domestic Rate
(the  "Domestic  Rate  Portions"),  or with reference to the Adjusted LIBOR Rate


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("LIBOR  Portions"),  and Portions  may be converted  from time to time from one
basis to the other. All of the indebtedness  evidenced by the Notes which is not
part of a LIBOR Portion shall constitute a single Domestic Rate Portion.  All of
the indebtedness evidenced by the Notes which bears interest with reference to a
particular Adjusted LIBOR Rate for a particular Interest Period shall constitute
a single LIBOR Portion.  The Company promises to pay interest on each Portion at
the rates and times specified in this Section 2.

       Section 2.2. Domestic Rate Portion.  The Domestic Rate Portion shall bear
interest (which the Company  promises to pay at the times herein  provided),  at
the rate per annum  equal to the  Domestic  Rate as in effect from time to time,
provided  that if the Domestic  Rate Portion is not paid when due,  after giving
effect  to any  grace  periods,  (whether  by  lapse of  time,  acceleration  or
otherwise),  such Portion shall bear interest (which the Company promises to pay
at the times hereinafter  provided),  whether before or after judgment,  for the
period from the date such Portion  became due and until payment in full thereof,
at the rate per annum determined by adding two percent (2%) to the interest rate
which would otherwise be applicable  thereto from time to time.  Interest on the
Domestic  Rate  Portion  shall be  payable on the last day of each month in each
year and at maturity of the Notes and interest  after  maturity shall be due and
payable upon demand.

       Section 2.3.  LIBOR  Portions.  Each LIBOR  Portion  shall bear  interest
(which  the  Company  promises  to pay at the times  herein  provided)  for each
Interest  Period  selected  therefor at a rate per annum  equal to the  Adjusted
LIBOR Rate for such Interest Period plus the Applicable Margin, provided that if
any LIBOR Portion is not paid when due, after giving effect to any grace periods
(whether by lapse of time,  acceleration  or otherwise)  such Portion shall bear
interest (which the Company promises to pay at the times  hereinafter  provided)
whether  before or after  judgment,  for the period  from the date such  Portion
became due and until  payment in full  thereof,  through the end of the Interest
Period then  applicable  thereto at the rate per annum  determined by adding two
percent (2%) to the interest rate otherwise applicable thereto, and effective at
the end of such  Interest  Period  such LIBOR  Portion  shall  automatically  be
converted into and added to the Domestic Rate Portion and shall  thereafter bear
interest at the interest  rate  applicable  to the Domestic  Rate Portion  after
Default. Interest on each LIBOR Portion shall be due and payable on the last day
of each Interest Period applicable thereto, and interest after maturity shall be
due and payable upon demand.

       Section 2.4. Computation.  All interest on the indebtedness  evidenced by
the Notes and all fees,  charges and commissions due hereunder shall be computed
on the basis of a year of three  hundred  sixty (360) days for the actual number
of days elapsed.

       Section 2.5. Minimum Amounts.  Each Revolving Credit Loan  constituting a
Domestic  Rate  Portion  shall be in a minimum  amount of One  Hundred  Thousand
Dollars  ($100,000) or any greater amount that is an integral  multiple of Fifty
Thousand Dollars  ($50,000).  Each LIBOR Portion shall be in a minimum amount of
One  Million  Dollars  ($1,000,000)  or any  greater  amount that is an integral
multiple of Two Hundred Fifty Thousand Dollars ($250,000). The Company shall not
have  more than ten (10)  LIBOR  Portions  of the  Revolving  Credit  Commitment
outstanding at any time.



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       Section 2.6. Manner of Rate Selection. The Company shall notify the Agent
on or before 11:00 a.m.  (Milwaukee  time) at least three (3) Business  Days (a)
prior to the date upon which it  requests  that any LIBOR  Portion be created or
(b)  preceding  the end of an  Interest  Period  applicable  to a LIBOR  Portion
whether such LIBOR Portion is to continue as a LIBOR Portion or whether any part
of the Domestic Rate Portion is to be converted into a LIBOR Portion.  In either
case the Company shall notify the Agent of the amount of the LIBOR Portion to be
created,  converted or continued and the Interest Period selected for such LIBOR
Portion.  If the Company shall fail to notify the Agent of any continuation of a
LIBOR  Portion,  such LIBOR Portion shall  automatically  be converted  into and
added to the Domestic  Rate  Portion as of and on the last day of such  Interest
Period.  Upon receipt of any such notice,  the Agent shall  promptly  notify the
Banks thereof. If any request is made to create a LIBOR Portion,  not later than
1:00 p.m. (Milwaukee time) on the date of the funding of the LIBOR Portion, each
Bank shall make available to the Agent at its office,  in immediately  available
funds, such Bank's  Percentage of such LIBOR Portion.  If any request is made to
convert a LIBOR Portion into a Domestic Rate Portion, such conversion shall only
be made so as to  become  effective  as of the last day of the  Interest  Period
applicable thereto.  Anything contained herein to the contrary  notwithstanding,
the  obligation  of the  Agent and the Banks to  create,  continue  or effect by
conversion any LIBOR Portion shall be conditioned upon the fact that at the time
no Default  or Event of  Default  shall have  occurred  and be  continuing.  All
requests for the creation,  continuance  or  conversion  of Portions  under this
Agreement  shall be  irrevocable.  Such  requests may be written or oral and the
Agent  is  hereby  authorized  to  honor  telephonic   requests  for  creations,
continuances  and  conversions  received  by  it  from  any  person  identifying
themselves as a person who the Agent's  records  reflect is authorized to act on
behalf of the Company  hereunder,  the Company hereby  indemnifies the Agent and
the Banks from any liability or loss ensuing from the Agent so acting.

       Section 2.7. Change of Law.  Notwithstanding any other provisions of this
Agreement or the Notes,  if at any time the Agent or any Bank shall determine in
good faith that any change in applicable laws, treaties or regulations or in the
interpretation  thereof makes it unlawful for the Agent or any Bank to create or
continue to maintain any LIBOR Portion,  it shall promptly so notify the Company
and the  obligation  of the Agent or such Bank to create,  continue  or maintain
such LIBOR Portion under this Agreement  shall  terminate  until it is no longer
unlawful for the Agent or such Bank to create,  continue or maintain  such LIBOR
Portions. The Company, on demand, shall, if the continued maintenance of a LIBOR
Portion is unlawful,  thereupon  prepay the outstanding  principal amount of the
LIBOR Portions, together with all interest accrued thereon and all other amounts
payable to the Agent or such Bank with  respect  thereto  under this  Agreement;
provided,  however,  that the Company may instead elect to convert the principal
amount of the affected Portion into a part of the Domestic Rate Portion, subject
to the terms and conditions of this Agreement.

       Section 2.8.  Unavailability  of Deposits or  Inability to Ascertain  the
Adjusted LIBOR Rate.  Notwithstanding  any other  provision of this Agreement or
the Notes,  if prior to the  commencement of any Interest  Period,  the Agent is
advised that U. S. dollar deposits in the amount of any LIBOR Portion  scheduled
to be outstanding during such Interest Period are not readily available to it in
the offshore  interbank market,  the Agent shall promptly give notice thereof to
the Company and the  obligations of the Agent and the Banks to create,  continue
or 

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<PAGE>

effect by  conversion  any LIBOR  Portion in such  amount and for such  Interest
Period shall  terminate  until U. S. dollar  deposits in such amount and for the
Interest Period selected by the Company shall again be readily  available in the
offshore interbank market.

       Section 2.9.  Taxes and Increased  Costs.  With respect to this Agreement
the LIBOR Portions,  the Revolving  Credit Loans, the Swing Line Loans, any L/C,
any L/C Agreement or any commitments of the Banks  hereunder,  if any Bank shall
determine in good faith that any change after the date hereof in any  applicable
law, treaty, regulation or guideline (including, without limitation,  Regulation
D of the Board of  Governors  of the  Federal  Reserve  System)  or any new law,
treaty,  regulation or guideline,  or any interpretation of any of the foregoing
by any governmental  authority  charged with the  administration  thereof or any
central bank or other fiscal,  monetary or other authority  having  jurisdiction
over  such  Bank or its  lending  branch or the  Portions  contemplated  by this
Agreement (whether or not having the force of law) shall:

              (a) impose,  increase,  or deem  applicable  any reserve,  special
       deposit or similar  requirement against assets held by, or deposits in or
       for the  account  of, or loans by, or any other  acquisition  of funds or
       disbursements  by,  such  Bank  which  is  not in  any  instance  already
       accounted  for in computing  the  interest  rate  applicable  to any such
       Portions;

              (b) subject such Bank, any Portion or L/C, to any tax  (including,
       without  limitation,  any United States of America interest  equalization
       tax or similar tax however named applicable to the acquisition or holding
       of debt obligations and any interest or penalties with respect  thereto),
       duty, charge, stamp tax, fee, deduction or withholding in respect of this
       Agreement,  any  Portion or L/C,  except such taxes as may be measured by
       the  overall  net income or gross  receipts  of such Bank or its  lending
       branches and imposed by the jurisdiction, or any political subdivision or
       taxing authority thereof, in which such Bank's principal executive office
       or its lending branch is located;

              (c) change the basis of  taxation  of  payments  of  principal  or
       interest due from the Company to such Back hereunder, under a Note to the
       extent it  evidences  any  Portion or an L/C  (other  than by a change in
       taxation of the overall net income or gross receipts of such Bank); or

              (d) impose on such Bank any penalty with respect to the  foregoing
       or any other condition  regarding this Agreement,  its disbursement,  any
       Portion or L/C;

and such Bank  shall  determine  that the result of any of the  foregoing  is to
increase the cost (whether by incurring a cost or adding to a cost) to such Bank
of creating or maintaining any Portion, commitment or L/C hereunder or to reduce
the amount of principal or interest received or receivable by such Bank (without
benefit of, or credit for, any prorations,  exemption,  credits or other offsets
available   under  any  such  laws,   treaties,   regulations,   guidelines   or
interpretations thereof), then the Company shall pay on demand to such Bank from
time to time as  specified  by such Bank such  additional  amounts  as such Bank
shall  reasonably  determine are  sufficient to compensate  and indemnify it for
such increased cost or reduced  amount;  provided,  however,  that (i) such Bank
shall  promptly  notify the  Company of an event  which  might  cause it to seek
compensation,  and the Company shall be obligated to pay only such  compensation
which is 

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<PAGE>

incurred or which  arises  after the date sixty (60) days prior to the date such
notice is given, and (ii) the Company shall have no obligation to pay any amount
that would  otherwise be payable  under this Section  solely as a result of such
Bank  being in a  regulatory  classification  that is  lower  than  such  Bank's
regulatory classification on the date of this Agreement. If such Bank makes such
a claim for compensation,  it shall provide to the Company a written explanation
of the circumstances  giving rise to such claim and a certificate  setting forth
the computation of the increased cost or reduced amount as a result of any event
mentioned herein in reasonable  detail and such certificate  shall be conclusive
if reasonably determined.

       Section 2.10.  Funding  Indemnity.  In the event any Bank shall incur any
loss, cost or expense (including,  without limitation,  any loss (including loss
of  profit),   cost  or  expense  incurred  by  reason  of  the  liquidation  or
reemployment of deposits or other funds acquired or contracted to be acquired by
such Bank to fund or maintain its part of any LIBOR  Portion or the relending or
reinvesting  of such  deposits or other funds or amounts paid or prepaid to such
Bank), as a result of:

              (i) any  payment of a LIBOR  Portion on a date other than the last
       day of the then applicable Interest Period for any reason, whether before
       or after  Default,  and  whether or not such  payment is  required by any
       provisions of the Agreement; or

              (ii) any  failure by the  Company to create,  borrow,  continue or
       effect by conversion  any LIBOR Portion on the date specified in a notice
       given pursuant to this Agreement;

then  upon the  demand of such  Bank,  the  Company  shall pay to such Bank such
amount as will reimburse the Bank for such loss,  cost or expense.  If such Bank
requests  such a  reimbursement  it shall provide the Company with a certificate
setting forth the  computation  of the loss,  cost or expense giving rise to the
request for  reimbursement in reasonable  detail and such  certificate  shall be
conclusive if reasonably determined.

       Section  2.11.  Lending  Branches.  Each of the Banks may, at its option,
elect to make,  fund or maintain its loans  hereunder at such of its branches or
offices as such Bank may from time to time elect.

       Section   2.12.   Discretion   of  Banks  as  to   Manner   of   Funding.
Notwithstanding  any provision of this  Agreement to the  contrary,  each of the
Banks shall be entitled to fund and  maintain  its funding of all or any part of
its Note in any manner it sees fit, it being understood,  however,  that for the
purposes   of   this   Agreement   all   determinations   hereunder   (including
determinations  under Sections 2.8, 2.9 and 2.10 hereof) shall be made as if the
subject Bank had actually  funded and  maintained  each LIBOR Portion during the
Interest  Period  applicable  thereto  through  the  purchase of deposits in the
offshore  interbank  market in the  amount of its share of such  LIBOR  Portion,
having a maturity  corresponding to such Interest Period and bearing an interest
rate  equal to the  interest  rate  applicable  to such LIBOR  Portion  for such
Interest Period.

                                       8
<PAGE>

SECTION 3.   FEES, PAYMENTS, REDUCTIONS, APPLICATIONS AND NOTATIONS.

       Section  3.1.  Unused  Fees.  For the period  from the date hereof to and
including the Revolving  Credit  Termination  Date, the Company shall pay to the
Agent for the pro rata account of the Banks, an unused fee at the rate per annum
equal to the  Unused Fee Rate from time to time in effect on the  average  daily
unused  amount of each Bank's  Percentage  of the  Revolving  Credit  Commitment
hereunder,  such fee to be payable  quarterly in arrears on the last day of each
quarter to and including, and on, the Revolving Credit Termination Date.

       Section 3.2. Voluntary Prepayments.  Subject to the further provisions of
this Section 3.2, the Company shall have the privilege of prepaying the Notes in
whole or in part (but if in part then in an  aggregate  minimum  amount of Fifty
Thousand Dollars  ($50,000)) at any time upon notice to the Agent (such notices,
if  received  subsequent  to 11:00 a.m.  (Milwaukee  time) on a given day, to be
treated as though received at the opening of business on the next Business Day),
by  paying to the Agent (i) the  principal  amount to be  prepaid,  (ii) if such
prepayment prepays the Notes in full, accrued interest thereon to the date fixed
for prepayment, and (iii) any amount due the Banks under Section 2.10 hereof.

       Section  3.3.  Mandatory  Prepayments.  In the event  that the sum of the
outstanding  principal amount of the Revolving Credit Loans plus the outstanding
amount of the Swing Line Loans plus the unpaid  Reimbursement  Obligations  plus
the amount  available to be drawn under all  outstanding  L/Cs shall at any time
and for any reason exceed the  Revolving  Credit  Commitment,  the Company shall
immediately  and  without  notice or demand pay over the amount of the excess to
the  Agent  for  the pro  rata  account  of the  Banks  as and  for a  mandatory
prepayment  on  the  Revolving   Credit  Notes,   Swing  Line  Note  and  unpaid
Reimbursement  Obligations  and,  if  necessary,  as cash  collateral  for  then
outstanding  L/Cs. The Company shall, not later than 5:00 p.m.  (Milwaukee time)
on the Business Day following the closing of the issuance and sale of the Senior
Notes (if any),  pay to the Agent for the pro rata  account  of the Banks as and
for a mandatory  prepayment  on the Revolving  Credit  Notes,  the sum of Thirty
Million Dollars ($30,000,000).

       Section  3.4.  Termination.  The Company may at any time and from time to
time upon notice to the Agent received on or before 11:00 a.m.  (Milwaukee time)
at least three (3) Business Days before the Revolving  Credit  Termination  Date
terminate  the Revolving  Credit  Commitment in whole or in part (but if in part
then in a minimum  amount of Five Hundred  Thousand  Dollars  ($500,000)  or any
greater  amount that is an integral  multiple  of One Hundred  Thousand  Dollars
($100,000)).  The Company shall, on the date the Revolving Credit  Commitment is
terminated  in whole or in part,  prepay the Revolving  Credit Notes,  the Swing
Line Note, unpaid Reimbursement Obligations (if any) and the amount available to
be drawn  under all  outstanding  L/Cs by the  amount  necessary  to reduce  the
outstanding aggregate principal balance of the Revolving Credit Loans, the Swing
Line Loans, the unpaid Reimbursement  Obligations and the amount available to be
drawn under all  outstanding  L/Cs to the amount to which the  Revolving  Credit
Commitment has been reduced. On the date of the closing of the issuance and sale
of the Senior Notes (if any), the Revolving Credit  Commitment shall be reduced,
without any action by or notice on the part of the  Company,  to the  difference
between One Hundred Twenty-Five


                                       9
<PAGE>

Million  Dollars   ($125,000,000)  and  the  aggregate  amount  of  any  partial
terminations of the Revolving Credit  Commitment  pursuant to this Section prior
to the date thereof.  No termination of the Revolving Credit Commitment pursuant
to this Section 3.4 may be reinstated.

       Section 3.5. Place and Application. All payments of principal,  interest,
fees and other amounts due hereunder shall be made to the Agent at its office at
777 East Wisconsin Avenue,  Milwaukee,  Wisconsin (or at such other place within
the  continental  United  States  of  America  as  the  Agent  may  specify)  in
immediately available and freely transferable funds at the place of payment. All
such payments shall be made without setoff or counterclaim and without reduction
for,  and free from,  any and all  present  or future  taxes,  levies,  imposts,
duties, fees, charges, deductions,  withholdings,  restrictions or conditions of
any  nature  imposed  by any  government  or  political  subdivision  or  taxing
authority  thereof.  Payments received by the Agent after 11:00 a.m.  (Milwaukee
time)  shall be  deemed  received  as of the  opening  of  business  on the next
Business Day. Unless the Company otherwise directs,  payments  applicable to the
principal  of the Notes  shall be deemed  first  applied  to the  Domestic  Rate
Portion  until payment in full  thereof,  with any balance  applied to the LIBOR
Portions in the order in which  their  Interest  Periods  expire.  All  payments
(whether voluntary or required) shall be accompanied by any amount due the Banks
under Section 2.10 hereof, but no acceptance of such a payment without requiring
payment of amounts due under  Section 2.10 shall  preclude a later demand by any
of the Banks for any  amount  due them  under  Section  2.10 in  respect of such
payment.

       Section 3.6. Notations and Requests. All advances made against the Notes,
the status of all amounts  evidenced  by the Notes as  constituting  part of the
Domestic Rate Portion, or a LIBOR Portion and the rates of interest and Interest
Periods  applicable to such  Portions  shall be recorded by each of the Banks on
its books or, at its option in any instance, endorsed on the reverse side of its
Note and the unpaid principal balances and status, rates and Interest Periods so
recorded or endorsed by the Banks shall be prima facie  evidence in any court or
other proceeding  brought to enforce the Notes or the principal amount remaining
unpaid thereon,  the status of the borrowings evidenced thereby and the interest
rates and Interest Periods applicable  thereto.  Prior to any negotiation of any
Note the  applicable  Bank  shall  endorse  thereon  the  status of all  amounts
evidenced  thereby as constituting  part of the Domestic Rate Portion or a LIBOR
Portion and the rates of interest and Interest Periods applicable thereto.

       Section  3.7.  Capital  Adequacy.  If any Bank shall  determine  that the
adoption  after  the date  hereof  of any  applicable  law,  rule or  regulation
regarding  capital  adequacy,  or  any  change  in any  existing  law,  rule  or
regulation, or any change in the interpretation or administration thereof by any
governmental  authority,  central  bank or  comparable  agency  charged with the
interpretation  or  administration  thereof or  compliance  by such Bank (or its
lending  office)  with any  request  or  directive  regarding  capital  adequacy
(whether or not having the force of law) of any such authority,  central bank or
comparable  agency,  has or would have the effect of reducing the rate of return
on such Bank's capital as a consequence of its  obligations  hereunder or credit
extended  by it  hereunder  to a level  below  that  which  such Bank could have
achieved but for such adoption,  change or compliance (taking into consideration
such Bank's  policies  with respect to capital  adequacy) by an amount deemed by
such Bank to be  material,  then from time to time as specified by such Bank the
Company shall pay such additional amount or amounts as will 


                                       10
<PAGE>

compensate such Bank for such reduction;  provided,  however, that (i) such Bank
shall  promptly  notify the  Company of an event  which  might  cause it to seek
compensation,  and the Company shall be obligated to pay only such  compensation
which is  incurred or which  arises  after the date sixty (60) days prior to the
date such notice is given,  and (ii) the Company shall have no obligation to pay
any amount that would otherwise be payable under this Section solely as a result
of such Bank being in a regulatory classification that is lower than such Bank's
regulatory  classification on the date of this Agreement.  A certificate of such
Bank  claiming  compensation  under  this  Section  3.7 and  setting  forth  the
additional  amount or amounts to be paid to it  hereunder in  reasonable  detail
shall be conclusive if reasonably  determined.  In determining such amount, such
Bank may use any reasonable averaging and attribution methods.

SECTION 4.   THE COLLATERAL.

       Section 4.1. Collateral. The Revolving Credit Notes, the Swing Line Note,
the Reimbursement Obligations and the other obligations of the Company hereunder
relating  thereto  shall be secured by (i) valid and  perfected  first  priority
liens  (subject to any Permitted  Liens) on  inventories,  accounts  receivable,
machinery and equipment, farm products and certain crops and other assets of the
Company  pursuant to the terms of a Security  Agreement of even date herewith by
and  between  the  Company  and the Agent for itself and for the  benefit of the
Banks,  as the same may be amended or restated from time to time; (ii) valid and
perfected first priority liens (subject to any Permitted  Liens) on the fixtures
and real  properties  of the Company  and Minot  described  on  Schedule  4.1(a)
attached hereto;  (iii) valid and perfected first priority liens (subject to any
Permitted  Liens)  on  the  inventories,   accounts  receivable,  machinery  and
equipment, farm products and certain crops and other assets of Minot pursuant to
the terms of a Security Agreement of even date herewith by and between Minot and
the Agent for itself and for the benefit of the Banks, as the same may from time
to time be amended or restated;  (iv) valid and perfected  first  priority liens
(subject to any Permitted Liens) on any assets of Cranberry  Businesses acquired
by the Company  pursuant to Section  7.13(f) hereof (other than real property of
the Cranberry  Business  acquired  constituting a cranberry  marsh,  if any, and
related fixtures (including  cranberry vines that have not been severed from the
real estate) and bog equipment and subject to the Agent's  agreement to limit or
subordinate  the  liens of the  Banks on the  crops  grown or to be grown on the
cranberry  marshes and the proceeds thereof other than during the growing season
for which the Banks have extended  credit to the Company on terms  substantially
similar  to those set forth in those  certain  Subordination  and  Intercreditor
Agreements by and between The  Equitable  Life  Assurance  Society of the United
States and Harris;  (v) valid and perfected first priority liens (subject to any
Permitted Liens) on the fixtures and real properties of the Company described on
Schedule  4.1(b)  attached  hereto  (the  "Company  Marshes");  (vi)  the  Minot
Guaranty;  and (vii) Grants of Security  Interests in  Trademarks  and Grants of
Security  Interests in Copyrights,  each to be executed by the Company and Minot
in favor of the Agent for itself and for the benefit of the Banks (collectively,
the "IP  Grants").  The Agent and the Banks hereby agree that upon the Company's
receipt  of  funds  from  the  issuance  and sale of the  Senior  Notes  and the
application  of not  less  than  Thirty  Million  Dollars  ($30,000,000)  of the
proceeds  from the  issuance  and sale of the Senior  Notes to the  repayment of
Revolving  Credit  Loans,  the Agent shall (x) release the liens of the Banks on
the Company Marshes and related  fixtures  (including  cranberry vines that have
not been severed from the Cranberry Marshes) and bog

                                       11
<PAGE>

equipment,   (y)  provide  such  mortgage   satisfactions  and  UCC  termination
statements as the Company may  reasonably  request and (z) limit or  subordinate
the  liens of the  Banks  on the  crops  grown  or to be grown on the  Cranberry
Marshes and the proceeds  thereof other than during the growing season for which
the Banks have extended credit to the Company on terms substantially  similar to
those set forth in those certain  Subordination and Intercreditor  Agreements by
and  between  The  Equitable  Life  Assurance  Society of the United  States and
Harris.

       Section 4.2.  Further  Assurances.  The Company  agrees that it will from
time to time at the request of the Agent or the Banks  execute and deliver  such
documents  and do such acts and things as the Agent or the Banks may  reasonably
request in order to provide for or perfect such liens.

SECTION 5.   REPRESENTATIONS AND WARRANTIES.

       The  Company  represents  and  warrants  to the  Agent  and the  Banks as
follows:

       Section  5.1.  Organization;  Authority;  Non-Contravention.  Each of the
Company  and its  Subsidiaries  is a  corporation  duly  organized  and  validly
existing under the laws of the jurisdiction of its  incorporation,  has full and
adequate  power to carry on its business as now  conducted,  is duly licensed or
qualified in all  jurisdictions  wherein the nature of its  activities  requires
such  licensing  or  qualifying  and  where the  failure  to be so  licensed  or
qualified would have a material  adverse effect on the  Properties,  business or
operations of the Company and its Subsidiaries taken as a whole. The Company and
Minot have full right and  authority  to enter into the Loan  Documents to which
they are a party, to encumber their assets as collateral security therefor,  and
to perform  each and all of the matters and things  herein and therein  provided
for, and, in the case of the Company,  to make the borrowing herein provided for
and to issue the Notes in evidence  thereof.  This  Agreement does not, nor does
the  performance  or observance by the Company or Minot of any of the matters or
things provided for in the Loan Documents to which they are a party,  contravene
any  provision  of law or any charter or by-law  provision  or any  indenture or
material  agreement  of or  affecting  the  Company  or  Minot  or any of  their
respective Properties.

       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,  Northland  Insurance  Center  Inc.,  a  Wisconsin
corporation,   and  PFVA   Acquisition   Corp.,  a  Virginia   corporation  (the
"Acquisition Subsidiary").

       Section 5.3. Financial  Statements.  The Company has heretofore delivered
to the Agent a copy of the audit  report as of August 31,  1998,  of the Company
and unaudited  consolidated  financial statements (including a balance sheet and
profit and loss  statement) of the Company and its  Subsidiaries  as of, and for
the period ending November 30, 1998. Such consolidated financial statements have
been prepared in accordance with generally accepted  accounting  principles on a
basis consistent,  except as otherwise noted therein and except that the interim
consolidated  financial statements are subject to audit and year-end adjustments
and for the  absence of  footnotes,  with that of the  previous  fiscal  year or
period and fairly reflect the financial

                                       12
<PAGE>

position  of the  Company  as of the dates  thereof,  and the  results  of their
operations  for the periods  covered  thereby.  The  Company has no  significant
contingent  liabilities  other than as disclosed to the Agent or as indicated on
said consolidated financial statements and since said date of November 30, 1998,
there  has been no  material  adverse  change  in the  condition,  financial  or
otherwise, of the Company or its Subsidiaries.

       Section 5.4. Litigation; Taxes; Consents. Except as disclosed on Schedule
5.4,  there is no  litigation or  governmental  proceeding  pending,  nor to the
knowledge of the Company, threatened against the Company or any Subsidiary which
if  adversely  determined  would result in any  material  adverse  change in the
Properties,  business or operations of the Company and its Subsidiaries taken as
a whole. All United States of America federal income tax returns for the Company
and its  Subsidiaries  required  to be filed have been  filed on a timely  basis
(after giving effect to any extensions),  and all amounts required to be paid as
shown by said  returns  have been  paid.  There  are no  pending  or  threatened
objections  to or  controversies  in  respect  of the  United  States of America
federal  income  tax  returns  of the  Company  for any fiscal  year  which,  if
adversely  determined,  would have a material  adverse  effect on the  Company's
condition, financial or otherwise. No authorization, consent, license, exemption
or filing or registration with any court or governmental  department,  agency or
instrumentality,  is or will be  necessary to the valid  execution,  delivery or
performance  by the Company and Minot of the Loan  Documents to which they are a
party,  except  for  filings  required  to  perfect  the  Agent's  liens  in the
Collateral.

       Section  5.5.  Regulation  U. Neither the Company nor any  Subsidiary  is
engaged in the business of  extending  credit for the purpose of  purchasing  or
carrying  "margin  stock"  (within the meaning of  Regulation  U of the Board of
Governors of the Federal Reserve System) and no part of the proceeds of any loan
hereunder will be used to purchase or carry any margin stock or to extend credit
to others for such a purpose.

       Section  5.6.  No  Default.  No Event of Default is  existing  under this
Agreement.

       Section  5.7.  ERISA.  Each of the  Company  and its  Subsidiaries  is in
compliance in all material  respects  with ERISA to the extent  applicable to it
and  has  received  no  notice  to the  contrary  from  the  PBGC  or any  other
governmental entity or agency.

       Section  5.8.  Security   Interests  and  Debt.  There  are  no  security
interests,  liens or  encumbrances  on any of the Property of the Company or any
Subsidiary  except such as are permitted by Section 7.11 of this Agreement,  and
the Company and its Subsidiaries  have no Total Debt except such as is permitted
by Section 7.12 of this Agreement.

       Section 5.9.  Accurate  Information.  No  information,  exhibit or report
furnished  by the  Company  or  any  Subsidiary  to the  Agent  or any  Bank  in
connection  with the  negotiation of the Loan  Documents  contained any material
misstatement  of fact or omitted to state a material fact or any fact  necessary
to make  the  statements  contained  therein  not  misleading  in  light  of the
circumstances in which made. The financial  projections furnished by the Company
to the  Agent and the Banks  contain  to the  Company's  knowledge  and  belief,
reasonable  projections as of the date thereof of future results of consolidated
operations and financial position of the Company.

                                       13
<PAGE>


       Section 5.10. Enforceability. This Agreement and the other Loan Documents
are legal, valid and binding agreements of each of the Company and Minot (to the
extent Minot is a party  thereto),  enforceable  against it in  accordance  with
their  terms,   except  as  may  be  limited  by  (a)  bankruptcy,   insolvency,
reorganization,  fraudulent  transfer,  moratorium  or  other  similar  laws  or
judicial  decisions  for the relief of `debtors or the  limitation of creditors'
rights generally;  and (b) any equitable  principles relating to or limiting the
rights of creditors generally.

       Section 5.11. No Default Under Other Agreements.  Neither the Company nor
any  Subsidiary  is in  default  with  respect  to  any  note,  indenture,  loan
agreement,  mortgage,  lease, deed, or other agreement to which it is a party or
by which it or its Property is bound, which default might reasonably be expected
to  materially  and  adversely  affect  the  Collateral,  the  repayment  of the
indebtedness,  obligations and liabilities under the Loan Documents, the Agent's
and the  Banks'  rights  under the Loan  Documents  or the  Property,  business,
operations  or  condition  (financial  or  otherwise)  of the  Company  and  its
Subsidiaries taken as a whole.

       Section 5.12.  Status Under Certain Laws.  Neither the Company nor any of
its  Subsidiaries is an "investment  company" or a person directly or indirectly
controlled by or acting on behalf of an "investment  company" within the meaning
of the Investment Company Act of 1940, as amended,  or a "holding company," or a
"subsidiary  company" of a "holding  company," or an  "affiliate"  of a "holding
company" or a "subsidiary company" of a "holding company," within the meaning of
the Public Utility Holding Company Act of 1935, as amended.

       Section 5.13. Compliance with Laws. The Company and its Subsidiaries each
are in compliance with the  requirements  of all federal,  state and local laws,
rules  and  regulations  applicable  to or  pertaining  to their  Properties  or
business operations (including,  without limitation, the Occupational Safety and
Health Act of 1970,  the Americans with  Disabilities  Act of 1990, and laws and
regulations establishing quality criteria and standards for air, water, land and
toxic or  hazardous  wastes and  substances),  non-compliance  with which  could
reasonably  be  expected  to have a  material  adverse  effect on the  financial
condition,   Properties,   business  or   operations  of  the  Company  and  its
Subsidiaries  taken as a whole.  Neither  the  Company  nor any  Subsidiary  has
received notice to the effect that its operations are not in compliance with any
of the requirements of applicable federal, state or local environmental,  health
and safety  statutes  and  regulations  or are the  subject of any  governmental
investigation  evaluating  whether any remedial action is needed to respond to a
release of any toxic or hazardous waste or substance into the environment, which
noncompliance  or remedial  action would have a material  adverse  effect on the
financial condition,  Properties,  business or operations of the Company and its
Subsidiaries taken as a whole.

       Section  5.14.  Year 2000.  The Company has reviewed the areas within its
business and operations which could be adversely  affected by, and has developed
or is developing a program to address on a timely  basis,  the "Year 2000 Issue"
(that is, the risk that computer  applications used by the Company may be unable
to recognize and perform properly  date-sensitive  functions  involving  certain
dates prior to and any date on or after December 31, 1999), and has made or will
make related  appropriate  inquiry of material  suppliers and vendors.  Based on
such review and program,  the Company  believes  that the "Year 2000 Issue" will
not  have a  material  adverse 

                                       14
<PAGE>

effect on the business,  operations,  assets,  condition (financial or other) or
results of operations of the Company and its Subsidiaries taken as a whole. From
time to time,  at the  request of the Agent,  the Company  shall  provide to the
Banks such updated  information or documentation  as is requested  regarding the
status of its efforts to address the Year 2000 Issue.

SECTION 6.   CONDITIONS PRECEDENT.

       Section 6.1. Initial  Advances.  The several  obligations of the Banks to
make the initial  Revolving  Credit Loans,  the parties hereto agreeing that the
initial Revolving Credit Loans shall be Domestic Rate Portions, shall be subject
to the  following  conditions  precedent  and this  Agreement  shall not  become
effective  unless  and  until  the  following  conditions  precedent  have  been
satisfied:

              (a) The Company, the Agent and each of the Banks a party hereto as
       of the date  hereof  shall have  executed  this  Credit  Agreement  (such
       execution may be in several  counterparts  and the several parties hereto
       may execute on separate counterparts);

              (b) The  Agent  shall  have  received  the  following  (each to be
       properly executed and completed) and the same shall have been approved as
       to form and substance by the Agent:

                     (i) the Revolving Credit Notes;

                     (ii) the Swing Line Note;

                     (iii) each of the Collateral Documents described in Section
              4.1, hereof;

                     (iv) title reports with respect to the real property of the
              Company and Minot listed on Schedule 4.1(a) attached hereto;

                     (v) commitments for mortgagees' policies of title insurance
              for each of the real properties of the Company and Minot listed on
              Schedule 4.1(a)  attached hereto in minimum amounts  acceptable to
              the Agent;

                     (vi)  such  mortgages,  deeds  of  trust,  assignments  and
              financing statements as the Agent may require;

                     (vii) the Minot Guaranty; and

                     (viii)   copies   (executed   or   certified,   as  may  be
              appropriate)  of all  legal  documents  or  proceedings  taken  in
              connection   with  the  execution  and  delivery  of  this  Credit
              Agreement and the other  instruments  and  documents  contemplated
              hereby to the  extent  the  Agent or its  counsel  may  reasonably
              request;

              (c) Legal  matters  incident to the execution and delivery of this
       Credit  Agreement and the other  instruments  and documents  contemplated
       hereby shall be satisfactory to the 


                                       15
<PAGE>

       Agent and its counsel;  and the Agent shall have  received the  favorable
       written  opinion  of  counsel  for  the  Company  in form  and  substance
       satisfactory to the Agent and its counsel;

              (d)  Each of the  representations  and  warranties  set  forth  in
       Section 5 of this Agreement and in the other Loan Documents shall be true
       and correct;

              (e) The Company shall have purchased all insurance required by the
       Loan  Documents  and  the  Agent  shall  have  received  certificates  of
       insurance naming the Agent as lender's loss payee and additional  insured
       for the  insurance  policies  required  pursuant to the terms of the Loan
       Documents, and evidence of the payment of all premiums therefor;

              (f) The Agent shall have received a payoff letter  satisfactory to
       it from  Harris  Trust and  Savings  Bank  ("Harris")  along with  either
       executed  termination  statements,  satisfactions,  assignments  or other
       documents in form sufficient for filing or recording,  or a commitment to
       provide the same,  evidencing the termination of such creditor's security
       interests in the Collateral;

              (g) The Agent shall have received good  standing  certificates  or
       certificates of status,  as the case may be, certified by the appropriate
       secretaries of state or other appropriate parties relating to the Company
       or  Minot  for  each of the  states  in  which  the  Company  or Minot is
       incorporated or qualified to do business;

              (h) The Company shall have paid to the Agent the fees contemplated
       by the fee letter  between  the  Company and the Agent dated prior to the
       date hereof; and

              (i) The Company shall be in full  compliance with all of the terms
       and  conditions  of this  Credit  Agreement  and no Event of  Default  or
       Default shall have occurred and be continuing  thereunder or shall result
       after giving effect to this Credit Agreement.

       Section 6.2. All Advances.  The several  obligations of the Banks to make
any advance under the Revolving Credit Commitment (including the first advance),
the  obligation  of the Swing Line  Lender to make any Swing Line Loan,  and the
obligation  of the  Issuer  to  issue  any  L/C  shall  also be  subject  to the
conditions  precedent that as of the time of the making of each Revolving Credit
Loan, Swing Line Loan or the issuance of any L/C:

              (a) each of the representations and warranties set forth herein or
       in the Collateral  Documents  shall be and remain true and correct in all
       material  respects as of said time except  that the  representations  and
       warranties  made in Section  5.3  hereof  shall be deemed to refer to the
       most  recent  financial  statements  delivered  to the Agent  pursuant to
       Section 7.4 hereof;

              (b) no change in the financial  condition or business prospects of
       the Company shall have occurred which the is materially adverse; and

              (c) no  Default or Event of Default  shall  have  occurred  and be
       continuing.

                                       16
<PAGE>

       Any request made by the Company to the Agent for any  extension of credit
hereunder shall be deemed to constitute a  representation  and warranty that the
foregoing statements are true and correct in all material respects.

SECTION 7.   COMPANY COVENANTS.

       The Company  agrees that, so long as any credit is available to or in use
by the Company  hereunder,  except to the extent compliance in any case or cases
is waived in writing by the Required Banks:

       Section 7.1.  Maintenance of Property.  The Company shall and shall cause
each of its Subsidiaries to keep and maintain all of their Properties  necessary
or  useful  in their  businesses  in good  condition,  and  make  all  necessary
renewals,   replacements,   additions,  betterments  and  improvements  thereto;
provided, however, that nothing in this Section shall prevent the Company or any
Subsidiary  from  discontinuing  the operation and  maintenance  of any of their
Properties if such discontinuance is, in the judgment of the Company,  desirable
in the conduct of their business and not disadvantageous in any material respect
to the Banks as holders of the Notes.

       Section  7.2.  Taxes.  The  Company  shall  and shall  cause  each of its
Subsidiaries to duly pay and discharge all taxes, rates,  assessments,  fees and
governmental  charges upon or against the Company or any  Subsidiary  or against
their respective  Properties in each case before the same becomes delinquent and
before  penalties accrue thereon unless and to the extent that the same is being
contested in good faith and by appropriate proceedings.

       Section 7.3. Maintenance of Insurance.  The Company shall and shall cause
each of its  Subsidiaries  to maintain  insurance  with  insurers  recognized as
financially  sound and reputable by prudent  business  persons in such forms and
amounts and against  such risks as is usually  carried by  companies  engaged in
similar  business and owning  similar  Properties  in the same general  areas in
which the Company and the  Subsidiaries  operate.  The Agent, for itself and the
benefit of the Banks,  shall be named as lender's loss payee and mortgagee under
any insurance  policies which relate to the  Collateral  and additional  insured
with  respect  to  the  Company's  and  its  Subsidiaries'  liability  insurance
policies. The Company shall, at the Agent's request, provide copies to the Agent
of all insurance  policies and other material related thereto  maintained by the
Company or any Subsidiary from time to time.

       Section 7.4. Financial Reports.  The Company will maintain a standard and
modern system of accounting in  accordance  with sound  accounting  practice and
will furnish with  reasonable  promptness  to the Agent and its duly  authorized
representatives such information respecting the business and financial condition
of the Company and its Subsidiaries as may be reasonably  requested and, without
any request, will furnish to the Agent:

              (a) as soon as available,  and in any event within forty five (45)
       days after the close of each  quarterly  fiscal  period of the  Company a
       copy of the Quarterly  Report on Form 10-Q filed with the  Securities and
       Exchange Commission (the "SEC"); and

                                       17
<PAGE>

              (b) as soon as available, and in any event within ninety (90) days
       after the close of each fiscal  year, a copy of the audit report for such
       year  and  accompanying  consolidated  financial  statements,   including
       balance sheet,  reconciliation of change in stockholders'  equity, profit
       and loss  statement and statement of source and  application of funds for
       the Company and its Subsidiaries  showing in comparative form the figures
       for the previous  fiscal year of the Company,  all in reasonable  detail,
       prepared and certified by Deloitte & Touche or other  independent  public
       accountants of nationally recognized standing selected by the Company and
       reasonably acceptable to the Agent; and

              (c) each of the consolidated financial statements furnished to the
       Agent  pursuant to paragraphs (a) and (b) above shall be accompanied by a
       Compliance  Certificate in the form of Exhibit 7.4 attached hereto signed
       by its Vice President-Finance; and

              (d)  promptly  upon  their  becoming  available,   copies  of  all
       registration  statements and regular periodic reports,  if any, which the
       Company  shall  have  filed  with  the  SEC  or any  governmental  agency
       substituted  therefor,  or any national  securities  exchange,  including
       copies of the Company's Annual Report on Form 10-K,  including  financial
       statements  audited  by  Deloitte  & Touche or other  independent  public
       accountants of nationally recognized standing selected by the Company and
       reasonably acceptable to the Agent;

              (e) promptly upon the mailing  thereof to the  shareholders of the
       Company  generally,  copies  of all  consolidated  financial  statements,
       reports (including the Company's Annual Report to Shareholders) and proxy
       statements so mailed; and

              (f) as soon as available, and in any event within thirty (30) days
       prior  to the  end of each  fiscal  year  of the  Company,  a copy of the
       Company's  consolidated  business plan and operating  projections for the
       following  fiscal year, such plan to be in reasonable  detail prepared by
       the Company and in form reasonably satisfactory to the Agent.

       Section  7.5.  Inspection.  The Company  shall  permit the Agent,  by its
representatives and agents, and after an Event of Default,  any of the Banks, to
inspect any of its Properties and those of the Subsidiaries, corporate books and
financial  records of the  Company,  to examine  and make copies of the books of
accounts and other financial records of the Company, and to discuss the affairs,
finances and accounts of the Company with,  and to be advised as to the same by,
its officers at such reasonable  times and intervals as the Agent (or any of the
Banks,  after an Event of Default) may designate upon reasonable  advance notice
to the Company.

       Section  7.6.  Consolidation  and  Merger.  Neither  the  Company nor any
Subsidiary  will  consolidate  with or merge into any Person,  without the prior
written consent of the Required Banks,  unless in the case of a consolidation or
merger  involving the Company or a Subsidiary (a) the Company or the Subsidiary,
as the  case  may be,  is the  surviving  entity,  (b) the  other  party to such
transaction is in the same or a related line of business as the Company, and (c)
both before and after giving effect to such merger or consolidation,  no Default
or Event of Default shall have occurred and be  continuing,  and except that any
Subsidiary  may  consolidate  with or merge into

                                       18
<PAGE>

the Company  (provided  that the Company  shall be the  continuing  or surviving
corporation) and except for any Permitted Acquisitions.

       Section 7.7.  Transactions  with  Affiliates.  The Company will not enter
into any transaction, including without limitation, the purchase, sale, lease or
exchange of any Property, or the rendering of any service, with any Affiliate of
the Company  except in the  ordinary  course of and  pursuant to the  reasonable
requirements  of the Company's  business and upon fair and  reasonable  terms no
less   favorable  to  the  Company  than  would  be  obtained  in  a  comparable
arm's-length transaction with a Person not an Affiliate of the Company.

       Section 7.8. Minimum Tangible Net Worth.  From and after the date hereof,
the Company will at all times maintain  Tangible Net Worth in an amount not less
than One Hundred Ten Million Dollars  ($110,000,000),  plus,  during each fiscal
quarter of the Company after the date hereof  commencing with the fiscal quarter
ending  May 31,  1999,  the sum of (i) 50% of the  Company's  Net Income for the
fiscal quarter of the Company then ended (but only to the extent Net Income is a
positive number), (ii) 75% of Net Cash Proceeds and (iii) 75% of Stock Proceeds.

       Section 7.9. Fixed Charge Coverage Ratio. The Company will not, as of the
last day of the fiscal  quarter  ending May 31,  1999,  permit its Fixed  Charge
Coverage  Ratio to be less than  1.50 to 1 and will  not,  as of the last day of
each fiscal  quarter  thereafter,  permit its Fixed Charge  Coverage Ratio to be
less than 1.75 to 1.

       Section 7.10. Funded Debt to Capitalization.  The Company will not, as of
the last day of each fiscal quarter,  permit the ratio of its (i) Funded Debt to
(ii) the sum of Funded Debt plus Net Worth, to exceed .5 to 1.

       Section 7.11. Liens.  Neither the Company nor any Subsidiary will pledge,
mortgage  or  otherwise  encumber  or  subject  to or permit to exist upon or be
subjected to any lien,  charge or security  interest of any kind  (including any
conditional sale or other title retention  agreement and any lease in the nature
thereof  excluding  operating  leases),  on any of its Properties of any kind or
character at any time owned by the Company or any Subsidiary  other than (all of
the following being hereinafter referred to as "Permitted Liens"):

              (a)  liens,  pledges  or  deposits  for  workmen's   compensation,
       unemployment insurance,  old age benefits or social security obligations,
       taxes, assessments,  statutory obligations or other similar charges, good
       faith  deposits made in connection  with tenders,  contracts or leases to
       which the Company or any Subsidiary is a party or other deposits required
       to be made in the ordinary course of business,  provided in each case the
       obligation  secured is not overdue or, if overdue,  is being contested in
       good faith by  appropriate  proceedings  and adequate  reserves have been
       provided  therefor  in  accordance  with  generally  accepted  accounting
       principles  and that the obligation is not for borrowed  money,  customer
       advances, trade payables, or obligations to agricultural producers;

              (b) the pledge of  Property  for the purpose of securing an appeal
       or stay or  discharge  in the course of any legal  proceedings,  provided
       that  the  aggregate  amount  of 

                                       19
<PAGE>

       liabilities of the Company and its Subsidiaries so secured by a pledge of
       Property  permitted  under this  subsection  (b)  including  interest and
       penalties  thereon,  if any,  shall  not be in  excess  of  Five  Hundred
       Thousand Dollars ($500,000) at any one time outstanding;

              (c)  liens,  pledges,  mortgages,  security  interests,  or  other
       charges granted to the Agent for the benefit of the Agent and the Banks;

              (d) liens, pledges, mortgages, security interests or other charges
       existing  on  real  property  or  fixtures  to  the  extent  they  secure
       indebtedness   incurred  to  finance  the  purchase  or  construction  of
       improvements;

              (e) liens on property existing at the time of their acquisition or
       liens to secure the payment of all or any part of the  purchase  price of
       such property or to secure any  indebtedness  incurred for the purpose of
       financing all or any part of the purchase  price  thereof;  provided such
       liens  encumber only the property being  acquired,  purchased or financed
       and do not extend to any other property or secure any other obligations;

              (f) liens on Permitted  Property of a corporation  existing at the
       time such  corporation is purchased by, merged into or consolidated  with
       the Company or any  Subsidiary  or at the time of a sale,  lease or other
       disposition of the land,  buildings  and/or equipment of a corporation or
       firm as an entirety or substantially as an entirety to the Company or any
       Subsidiary;

              (g) mortgages,  pledges,  security interests or other encumbrances
       existing on the date hereof and  disclosed  on the  financial  statements
       referred to in Section 5.3 hereof or in Schedule 7.11 attached hereto and
       other than the pledge of the stock of W.S.C.  Water  Management  Corp. to
       The Equitable Assurance Society of the United States;

              (h) liens for taxes, assessments or governmental charges and liens
       incident to  construction,  which are either not  delinquent or are being
       contested  in  good  faith  by  appropriate   proceedings  which  prevent
       foreclosure  of such  liens and for  which  adequate  reserves  have been
       provided,  and easements,  restrictions,  minor title  irregularities and
       similar  matters which have no adverse  effect upon the ownership and use
       of the affected Property by the Company or any Subsidiary; and

              (i) liens on Permitted  Property securing  indebtedness  permitted
       under Section 7.12 hereof.

       Section  7.12.  Borrowings  and  Guaranties.  Neither the Company nor any
Subsidiary  will  issue,   incur,   assume,   create  or  have  outstanding  any
indebtedness for borrowed money (including as such all indebtedness representing
the deferred  purchase price of Property and all  obligations of the Company and
its Subsidiaries with respect to letters of credit and banker's  acceptances) or
customer  advances,  nor be or  remain  liable,  whether  as  endorser,  surety,
guarantor or otherwise,  for or in respect of any liability or  indebtedness  of
any other Person other than:

                                       20
<PAGE>

              (a)  indebtedness of the Company arising under or pursuant to this
       Agreement or the other Loan Documents;

              (b) the liability of the Company or any Subsidiary  arising out of
       the endorsement for deposit or collection of commercial paper received in
       the ordinary course of business;

              (c)  indebtedness  of the Company  existing on the date hereof and
       disclosed  to the  Banks in the  August  31,  1998  financial  statements
       referred to in Section 5.3 hereof;

              (d)  indebtedness  not  otherwise  permitted  by this Section 7.12
       which is incurred,  directly or indirectly, to finance the acquisition of
       Property;

              (e) Total Debt;

              (f) pursuant to the Minot Guaranty; and

              (g) renewals,  extensions  and  refinancings  of and amendments to
       each of the foregoing.

       Section 7.13. Investments, Loans, Advances and Acquisitions.  Neither the
Company nor any Subsidiary will make or retain any investment  (whether  through
the purchase of stock,  obligations or otherwise) in or make any loan or advance
to, any other  Person or acquire  substantially  as an entirety  the Property or
business of any other Person, other than:

              (a)  investments in  certificates  of deposit having a maturity of
       one year or less issued by any of the Banks;

              (b)  investments,  loans  and  advances  in  or  to  any  existing
       wholly-owned  Subsidiary,  provided that the respective  amounts  thereof
       shall not exceed  the  amounts  disclosed  to the Banks in the August 31,
       1998 financial statements referred to in Section 5.3 hereof;

              (c)  travel  advances,   entertainment  and  moving  expenses  and
       directors fees to officers, directors and employees of the Company or any
       Subsidiary in the ordinary course of business;

              (d)  receivables  arising in the ordinary  course of the Company's
       and the Subsidiaries' businesses;

              (e) full faith and  credit  obligations  of the  United  States of
       America and  securities  the payment of  principal  of and interest on is
       unconditionally guaranteed by the United States of America; provided that
       all such  obligations and securities shall have a maturity of one year or
       less;

              (f) acquisitions of Cranberry Businesses,  provided, that (i) such
       acquisition  has the effective  written  consent or prior approval of the
       board of directors  (or  equivalent  governing  body) of the Person being
       acquired,  and (ii) the  Company  grants to the Agent


                                       21
<PAGE>

       for the benefit of itself and the Banks a first priority lien (subject to
       Permitted  Liens)  on the  assets  of  the  Cranberry  Business  acquired
       excluding  real  property  constituting  a  cranberry  marsh and  related
       fixtures  (including  cranberry vines that have not been severed from the
       real property) and bog equipment (a "Permitted Acquisition");

              (g)  loans and  advances  to Minot,  and  loans  and  advances  to
       Wildhawk,  Inc. in an aggregate  principal amount outstanding at any time
       not to exceed Five Hundred Thousand Dollars ($500,000);

              (h)  investments  in entities  engaged in the  Cranberry  Business
       (other  than a Permitted  Acquisition  which shall be governed by Section
       7.13(f)))   provided  that  the  aggregate  amount  of  such  investments
       outstanding  at any  one  time  does  not  exceed  Five  Million  Dollars
       ($5,000,000);

              (i)  investments  in an amount not to exceed One  Million  Dollars
       ($1,000,000)  in a  Subsidiary  or joint  venture  engaged in  developing
       cranberry growing properties in the Republic of Ireland; and

              (j) the acquisition of Potomac Foods of Virginia, Inc., a Virginia
       corporation  engaged in the business of brokering  juice  concentrate and
       flavors  ("PFVA"),  pursuant  to a  merger  of PFVA  with  and  into  the
       Acquisition  Subsidiary (with the Acquisition Subsidiary as the surviving
       corporation  in  the  merger),  provided  that  (i)  the  aggregate  cash
       consideration  paid in such  merger for PFVA does not exceed One  Million
       Five Hundred Sixty Thousand  Dollars  ($1,560,000),  and (ii) the Company
       grants  to the  Agent for the  benefit  of  itself  and the Banks a first
       priority lien (subject to Permitted Liens) on the assets of PFVA.

       Section 7.14.  Sale of Property.  Neither the Company nor any  Subsidiary
will sell,  lease,  assign,  transfer  or  otherwise  dispose of (whether in one
transaction  or in a series of  transactions)  its Property to any other Person;
provided,  however,  that so long as no Event of Default or Default has occurred
and is continuing, this Section shall not prohibit:

              (a) sales of inventory  (including crops and severed vines) in the
       ordinary course of business;

              (b) sales or leases of surplus, obsolete or worn-out machinery and
       equipment; and

              (c)  sales of any other  asset of the  Company  or any  Subsidiary
       having a fair market value of less than Five Million Dollars ($5,000,000)
       in the aggregate during any fiscal year of the Company.

       Section 7.15. [intentionally left blank]

       Section 7.16.  Notice of Suit or Adverse Change in Business.  The Company
shall, as soon as possible, and in any event within five (5) Business Days after
the Company learns of the following, give written notice to the Agent of (a) any
material  proceeding(s)  being  instituted  or

                                       22
<PAGE>

threatened to be  instituted by or against the Company or any  Subsidiary in any
federal,  state,  local or  foreign  court or  before  any  commission  or other
regulatory body (federal,  state,  local or foreign),  (b) any material  adverse
change  in  the  business,  Property  or  condition,   financial  or  otherwise,
(including,  without limitation,  any material loss or depreciation in the value
of the  Collateral)  of the Company or any  Subsidiary and (c) the occurrence of
any Default or Event of Default hereunder.

       Section 7.17.  ERISA.  The Company and each  Subsidiary will promptly pay
and discharge all obligations and liabilities arising under ERISA of a character
which if unpaid or unperformed  would result in the imposition of a lien against
any of their respective Properties and will promptly notify the Agent of (a) the
occurrence of any "reportable event" (as defined in ERISA) which might result in
the termination by the PBGC of any Plan, (b) receipt of any notice from the PBGC
of its  intention  to seek  termination  of any such  Plan or  appointment  of a
trustee therefor,  and (c) its intention to terminate or withdraw from any Plan.
Neither the Company nor any Subsidiary  will terminate any such Plan or withdraw
therefrom  unless the Company shall be in  compliance  with all of the terms and
conditions  of this  Agreement  after giving effect to any liability to the PBGC
resulting from such termination or withdrawal.

       Section 7.18. Use of Proceeds.  The Company shall use the proceeds of the
Revolving  Credit  Loans and the Swing Line Loans  made  hereunder  to repay all
indebtedness   outstanding  under  that  certain  Amended  and  Restated  Credit
Agreement dated as of October 3, 1997 by and between the Company and Harris,  as
the same shall have been  amended  through the date  hereof (as so amended,  the
"Harris Credit Agreement") and solely for lawful corporate purposes. The Company
agrees to take such  steps as may be  requested  by the Agent to  terminate  and
cancel the Harris Credit Agreement and all notes, security agreements, and other
loan documents executed and delivered in connection therewith.

       Section 7.19.  Subsidiaries.  The Company will not after the date hereof,
directly or indirectly,  create or acquire any Subsidiaries unless prior to such
acquisition  or creation of a Subsidiary  (a) the Company shall have given prior
written  notice  thereof  to  the  Agent,   (b)  the  Company  shall  have  made
arrangements,  satisfactory  to the  Agent,  to  grant  security  interests  and
mortgages on the assets of any such Subsidiary for itself and for the benefit of
the other  Banks,  and (c) if  requested  by the Agent,  the Company  shall have
caused the  Subsidiary  to guaranty the  obligations  of the Company  under this
Agreement to the Banks.

       Section 7.20.  Minot Merger.  The Company  agrees to merge Minot with and
into itself (with the Company as the surviving corporation in such merger) on or
before June 30, 1999.

       Section 7.21.  Senior Note Financing.  The Company agrees to use its best
efforts to  consummate  the  issuance  and sale of the Senior Notes on or before
June 30, 1999  substantially on the terms and conditions  described in the Terms
Sheet.  Notwithstanding  the  foregoing,  the Company  shall not be obligated to
issue  and sell the  Senior  Notes if the  Board  of  Directors  of the  Company
determines  in good faith that the  issuance and sale of the Senior Notes is not
in the Company's best interests.

                                       23
<PAGE>

SECTION 8.   EVENTS OF DEFAULT AND REMEDIES.

       Section 8.1. Events of Default Defined.  Any one or more of the following
shall constitute an Event of Default:

              (a) Default in the payment  within  three (3) days when due of any
       principal of or interest on any Note or Reimbursement  Obligation,  or in
       the payment within five (5) days when due of any costs,  expenses or fees
       under  this  Agreement  or any of the other  Loan  Documents,  whether on
       demand or at the stated due date  thereof or as  required  by Section 2.3
       hereof or at any other time provided in this Agreement;

              (b) Default in the  observance  or  performance  of any  covenant,
       condition,  agreement or provision in Sections  7.3,  7.4, 7.6, 7.8, 7.9,
       7.10, 7.11,  7.12, 7.13, 7.14, 7.16, 7.18, or 7.19 of this Agreement,  or
       of any provision of the Collateral Documents requiring the maintenance of
       insurance on the  Collateral  subject  thereto or dealing with the use or
       remittance of proceeds of such Collateral;

              (c)  Default  in  the  observance  or  performance  of  any  other
       covenant,  condition,  agreement or provision in this Agreement or in any
       of the other Loan  Documents and such default  shall  continue for thirty
       (30) days after written notice thereof to the Company by the Agent;

              (d) Default  shall occur under any  evidence of  indebtedness  for
       borrowed money in an aggregate  principal amount in excess of One Million
       Dollars  ($1,000,000)  issued or assumed or  guaranteed by the Company or
       any  Subsidiary  or  under  any  mortgage,  agreement  or  other  similar
       instrument under which the same may be issued or secured and such default
       shall continue for a period of time sufficient to permit the acceleration
       of  maturity  of  any  indebtedness   evidenced  thereby  or  outstanding
       thereunder;

              (e) Any  representation  or warranty made by the Company herein or
       in any of the other Loan  Documents or in any  statement  or  certificate
       furnished by it pursuant  hereto or thereto proves untrue in any material
       respect as of the date of the issuance or making thereof;

              (f) Any  judgment  or  judgments,  writ or writs,  or  warrant  or
       warrants  of  attachment,  or any  similar  process  or  processes  in an
       aggregate amount in excess of Five Hundred  Thousand  Dollars  ($500,000)
       shall be entered or filed against the Company,  any Subsidiary or against
       any of their respective Property or assets and remains unpaid, unvacated,
       unbended  or  unstayed  for a period of thirty (30) days from the date of
       its entry;

              (g) The Company or any Subsidiary  (other than Wildhawk,  Inc. and
       W.S.C.  Water  Management  Corp.)  shall (i) have  entered  involuntarily
       against  it an order for relief  under the  Bankruptcy  Code of 1978,  as
       amended,  (ii) not pay, or admit in writing  its  inability  to pay,  its
       debts generally as they become due or suspend payment of its obligations,
       (iii) make an assignment  for the benefit of  creditors,  (iv) apply for,
       seek, 

                                       24
<PAGE>

       consent to, or acquiesce in, the  appointment  or a receiver,  custodian,
       trustee,  conservator,  liquidator  or  similar  official  for  it or any
       substantial part of its Property, (v) institute any proceeding seeking to
       have entered  against it an order for relief under the Bankruptcy Code of
       1978, as amended,  to adjudicate  it insolvent,  or seeking  dissolution,
       winding up,  liquidation,  reorganization,  arrangement,  marshalling  of
       assets,  adjustment  or  composition  of it or its  debts  under  any law
       relating to bankruptcy, insolvency or reorganization or relief of debtors
       or  fail to file  an  answer  or  other  pleading  denying  the  material
       allegations of any such proceeding filed against it, (vi) fail to contest
       in good faith any  appointment or proceeding  described in Section 8.1(h)
       hereof,  or (vii) take any action in  furtherance of any of the foregoing
       purposes; or

              (h) A custodian,  receiver,  trustee,  conservator,  liquidator or
       similar  official  shall be  appointed  for the Company,  any  Subsidiary
       (other than  Wildhawk,  Inc. and W.S.C.  Water  Management  Corp.) or any
       substantial part of their respective Property,  or a proceeding described
       in Section  8.1(g)(v)  shall be  instituted  against the Company and such
       appointment  continues  undischarged  or any  such  proceeding  continues
       undismissed or unstayed for a period of sixty (60) days.

       Section 8.2.  Remedies  for  Non-Bankruptcy  Defaults.  When any Event of
Default,  other than an Event of Default  described in subsections (g) or (h) of
Section 8.1 hereof,  has occurred and is continuing,  the Agent upon instruction
of the Required  Banks shall,  by notice to the Company,  take either or both of
the following  actions:  (i) terminate the commitments of the Banks hereunder on
the date (which may be the date thereof) stated in such notice, and (ii) declare
the  principal  of and the  accrued  interest  on the  Notes  and  Reimbursement
Obligations  then outstanding to be forthwith due and payable and thereupon said
Notes and  Reimbursement  Obligations,  including  both  principal and interest,
shall be and become  immediately due and payable together with all other amounts
payable under this Agreement  without  further demand,  presentment,  protest or
notice of any kind.

       Section 8.3. Remedies for Bankruptcy Defaults.  When any Event of Default
described in subsections  8.1(g) or 8.1(h) has occurred and is continuing,  then
the then unpaid balance of the Notes and  Reimbursement  Obligations,  including
both  principal  and interest,  and all fees,  charges and  commissions  payable
hereunder, shall immediately become due and payable without presentment, demand,
protest or notice of any kind,  the  obligation  of the Banks to extend  further
credit pursuant to any of the terms hereof shall  immediately  terminate and the
Bank may exercise all remedies available to it under the Collateral Documents.

       Section  8.4.   Collateral  for  Undrawn  L/Cs.  Promptly  following  the
acceleration of the maturity of the Notes pursuant to Section 8.2 or 8.3 hereof,
the Company shall  immediately pay to the Issuer the full amount available to be
drawn  under all  outstanding  L/Cs.  The  Issuer  shall hold all such funds and
proceeds  thereof as additional  collateral  security for the obligations of the
Company  to the  Issuer  and the Banks  under the Loan  Documents.  The  Company
acknowledges and agrees that the Issuer would not have an adequate remedy at law
for failure of the Company to honor any of its  obligations  under this  Section
8.4 and  that the  Issuer  shall  have  the  right to 

                                       25
<PAGE>

require the Company to specifically  perform such undertaking whether or not any
draws have been made under any such L/Cs.

SECTION 9.   DEFINITIONS.

       The following  terms when used herein shall have the following  meanings;
such terms to be equally applicable to both the singular and plural of the terms
defined  (capitalized  terms  defined  elsewhere  in this  Agreement to have the
meanings so ascribed to them in all provisions of this Agreement).

       "Acquisition  Subsidiary" shall have the meaning set forth in Section 5.2
hereof.

       "Adjusted LIBOR Rate" shall mean a rate per annum determined  pursuant to
the following formula:

       Adjusted LIBOR Rate    =           LIBOR Rate           
                                  100% - Reserve Percentage

       "Adjustment  Date"  shall have the  meaning  set forth in  Section  10.14
hereof.

       "Affiliate"  shall mean any person,  firm,  corporation or entity (herein
collectively called a "Person") directly or indirectly controlling or controlled
by, or under direct or indirect common control with,  another  Person.  A Person
shall be deemed to control another Person for the purposes of this definition if
such first Person  possesses,  directly or indirectly,  the power to direct,  or
cause the  direction  of, the  management  and  policies  of the second  Person,
whether through the ownership of voting securities,  common directors,  trustees
or officers, by contract or otherwise.

       "Agreement"  shall  mean  this  Credit  Agreement,  as  the  same  may be
supplemented and amended from time to time.

       "Amortization" shall mean consolidated amortization expense determined in
accordance with generally accepted accounting principles consistently applied.

       "Applicable Margin" shall mean, at any date, the applicable percentage in
the following table under the column "Applicable  Margin" set forth opposite the
Senior  Debt to EBITDA  Ratio as of the most  recently  ended  quarter for which
financial statements have been delivered to the Agent:

                    Senior Debt to EBITDA                  Applicable Margin
                          < 1.50:1                               1.00%
                   => 1.50:1 but < 2.00:1                        1.25%
                   => 2.00:1 but < 2.50:1                        1.50%
                   => 2.50:1 but < 3.00:1                        2.00%
                   => 3.00:1 but < 3.50:1                        2.25%
                           => 3.50                               2.50%

                                       26
<PAGE>

       Not later  than five (5)  Business  Days  after  receipt  by the Agent of
financial  statements  called  for by  Sections  7.4(a)  and (b) hereof for each
fiscal  quarter of the Company (such date being  referred to herein as the "Test
Date"),  the Agent shall (i)  determine  the Senior Debt to EBITDA Ratio for the
applicable  period and (ii)  promptly  notify the  Company and the Banks of such
determination  and of any change in the Applicable  Margin resulting  therefrom.
Any such change in the  Applicable  Margin shall be effective as of the date the
Agent so notifies the Company and the Banks with  respect to all LIBOR  Portions
outstanding  on such date,  and such new  Applicable  Margin  shall  continue in
effect  until  the  effective  date of the  next  quarterly  redetermination  in
accordance with the terms hereof; provided, however, that if the Company is late
in delivering  such  financial  statements,  and upon receipt of such  financial
statements the Agent determines that a higher pricing level is applicable,  then
such  new  Applicable  Margin  (at said  higher  level)  shall be  retroactively
effective as of the related Test Date. Each  determination of the Senior Debt to
EBITDA Ratio and  Applicable  Margin by the Agent in  accordance  with the terms
hereof  shall be  conclusive  and binding on the  Company  and the Banks  absent
manifest  error.  The Applicable  Margin shall first be adjusted upon receipt of
the financial  statements  for the fiscal year ending August 31, 1999.  From the
date hereof until the Applicable Margin is first adjusted  pursuant hereto,  the
Applicable Margin shall be two percent (2.00%).

       "Applicant" shall have the meaning set forth in Section 10.14 hereof.

       "Assignment  Certificate"  shall  have the  meaning  set forth in Section
10.14 hereof.

       "Average Total Debt" shall mean the arithmetic  average of the Total Debt
outstanding at the end of each of the fifteen (15) Business Days following,  and
each of the fifteen  (15) days  preceding  (or such fewer  number of days to the
date hereof) the Funded Debt Determination Date.

       "Business  Day" shall mean any day (other  than a Saturday  or Sunday) on
which banks are generally  open for business in Milwaukee,  Wisconsin  and, when
used with respect to LIBOR  Portions,  a day on which banks  generally  are also
dealing in U. S. dollar deposits in London, England.

       "Collateral"  shall mean all  property  and rights  that may from time to
time secure the payment of any of the Company's  indebtedness,  obligations  and
liabilities to the Bank under any of the Loan Documents.

       "Collateral Documents" shall mean all mortgages, deeds of trust, security
agreements,  assignments, financing statements and other documents as shall from
time to time secure any of the Notes and other obligations of the Company to the
Bank.

       "Commitments"  shall mean the Revolving  Credit  Commitment and the Swing
Line Commitment.

       "Company Marshes" shall have the meaning set forth in Section 4.1 hereof.

                                       27
<PAGE>

       "Cranberry  Businesses"  shall mean the operation of cranberry  bogs (and
the development thereof) and the production, distribution, processing, marketing
and brokering of cranberries,  cranberry products and other fresh fruit or juice
products.

       "Depreciation" shall mean consolidated  depreciation expense,  determined
in  accordance  with  generally  accepted  accounting  principles,  consistently
applied.

       "Domestic  Rate" shall mean a fluctuating  interest rate per annum at all
times equal to the rate of interest  announced by the Agent from time to time as
its prime  commercial  rate with any change in such rate resulting from a change
in said prime  commercial  rate to be  effective  as of the date of the relevant
change in said prime commercial rate. The Agent may lend at rate higher or lower
than or the same as the Domestic Rate.

       "Domestic Rate Portion" shall have the meaning specified in Section 2.1.

       "EBITDA" shall mean,  with  reference to any period,  Net Income for such
period  plus all  amounts  deducted  in  arriving  at such Net Income  amount in
respect of (a)  Interest  Expense of such period,  plus (b)  federal,  state and
local income taxes for such period,  plus (c) all amounts  properly  charged for
Depreciation  and  Amortization  during such  period,  plus (d)  Required  Lease
Payments  during  such  period;  provided,  however,  that  if the  Company  has
completed a Permitted  Acquisition of a Cranberry  Business,  the calculation of
EBITDA shall include the financial  results of such Cranberry  Business acquired
on a pro forma basis for the relevant period.

       "ERISA" shall mean the Employee  Retirement  Income Security Act of 1974,
as the same may, from time to time, be supplemented or amended.

       "Event of Default" shall mean any event or condition specified as such in
Section 8.1 hereof and  "Default"  shall mean any event or condition  which with
the lapse of time,  the  giving of notice or both would  constitute  an Event of
Default.

       "Federal  Funds" shall mean overnight  federal funds traded among members
of the Federal Reserve System and arranged by federal funds brokers.

       "Federal Funds Rate" shall mean the rate  determined by the Agent in good
faith to be the  prevailing  rate per  annum  (not  necessarily  the  arithmetic
average, and in any event rounded upward, if necessary, to the next higher 1/100
of 1%) quoted to the Agent at approximately  10:00 a.m.  (Milwaukee time) (or as
soon  thereafter  as is  practicable)  on such  day  (or,  if such  day is not a
Business  Day, on the  immediately  preceding  Business  Day) by two (2) or more
Federal  Funds  brokers  selected by the Agent for the sale to the Agent at face
value of Federal Funds in an amount equal or comparable to the principal  amount
owed to the Agent for which rate is being determined.

       "Firstar" shall mean Firstar Bank Milwaukee, N.A.

       "Fixed   Charge   Coverage   Ratio"  shall  mean,   as  of  the  date  of
determination,  the  ratio  of:  (a) the sum of (i) Net  Income,  (ii)  Interest
Expense,  (iii) income tax expense (as  determined in 

                                       28
<PAGE>

accordance with generally accepted accounting principles  consistently applied),
and (iv) Required Lease Payments (in each case, for the four (4) fiscal quarters
then  ended) to (b) the sum of (i)  Interest  Expense  and (ii)  Required  Lease
Payments (for the same four (4) fiscal quarters then ended).

       "Funded Debt" shall mean as of the date of determination,  (a) during the
period from the date hereof until the first  anniversary of the date hereof (the
"Initial  Year"),  the Average Total Debt since the date hereof,  and (b) at any
time after the first  anniversary  of the date  hereof,  the Average  Total Debt
during the twelve (12) month period ending on the date of determination.

       "Funded Debt Determination  Date" shall mean (a) during the Initial Year,
the date preceding the date of  determination of Funded Debt on which Total Debt
was the lowest and (b)  thereafter,  the date  during  the  twelve-month  period
preceding the date of  determination  of Funded Debt on which Total Debt was the
lowest.

       "Harris" shall have the meaning specified in Section 6.1 hereof.

       "Harris  Credit  Agreement"  shall have the meaning  specified in Section
7.18 hereof.

       "IP Grants" shall have the meaning specified in Section 4.1 hereof.

       "Interest  Expense" shall mean for any period all  consolidated  interest
expense during such period, all determined in accordance with generally accepted
accounting principles consistently applied.

       "Initial  Year" shall have the meaning  specified  in the  definition  of
"Funded Debt".

       "Interest Period" means the period commencing on, as the case may be, the
creation, continuation or conversion date with respect to such LIBOR Portion and
ending  one (1),  two (2) or three (3)  months  thereafter  as  selected  by the
Company in its notice as provided  herein;  provided  that, all of the foregoing
provisions relating to Interest Periods are subject to the following:

              (i) if any Interest  Period would  otherwise end on a day which is
       not a Business Day,  that  Interest  Period shall be extended to the next
       succeeding  Business Day,  unless in the case of an Interest Period for a
       LIBOR  Portion  the  result  of such  extension  would be to  carry  such
       Interest Period into another  calendar month in which event such Interest
       Period shall end on the immediately preceding Business Day;

              (ii) no Interest  Period may extend beyond the final maturity date
       of the Note; and

              (iii) the interest rate to be applicable to each LIBOR Portion for
       each Interest Period shall apply from and including the first day of such
       Interest Period to but excluding the last day thereof.

For purposes of determining an Interest  Period, a month means a period starting
on one day in a calendar month 

                                       29
<PAGE>

and  ending  on a  numerically  corresponding  day in the next  calendar  month,
provided, however, if an Interest Period begins on the last day of a month or if
there is no  numerically  corresponding  day in the  month in which an  Interest
Period is to end, then such  Interest  Period shall end on the last Business Day
of such month.

       "Issuer"  shall mean Firstar,  in its capacity as the issuer of the L/C's
hereunder and any successor thereto in such capacity.

       "L/C" shall have the meaning specified in Section 1.5 hereof.

       "L/C  Administrative Fee" shall have the meaning specified in Section 1.5
hereof.

       "L/C Agreement" shall have the meaning specified in Section 1.5 hereof.

       "L/C  Issuance  Fee"  shall have the  meaning  specified  in Section  1.5
hereof.

       "L/C  Participation  Fee" shall have the meaning specified in Section 1.5
hereof.

       "LIBOR Portion" shall have the meaning specified in Section 2.1 hereof.

         "LIBOR Rate" shall mean, with respect to each Interest Period, the rate
per annum equal to the rate (rounded up to the nearest  one-thirty-second of one
percent  (1/32%))  determined  by the  Agent  in  accordance  with  this  Credit
Agreement to be a rate at which U. S. dollar deposits are offered to major banks
in the London interbank  eurodollar market for funds to be made available on the
first day of such Interest  Period for the number of days comprised  therein and
in an amount equal to the amount of the LIBOR Portion to be  outstanding  during
such Interest Period.

       "Loan  Documents"  shall mean this  Agreement,  the L/C  Agreements,  the
Collateral Documents, the Minot Guaranty and the Notes.

       "Minot" shall mean Minot Food Packers, Inc., a New Jersey corporation.

       "Minot  Guaranty" shall mean that certain  Guaranty of even date herewith
executed by Minot for the benefit of the Agent and the Banks.

       "Net Cash Proceeds"  shall mean, in connection  with any issuance or sale
of  equity  securities,  the  cash  proceeds  received  from  such  issuance  or
incurrence,  net of attorneys' fees, investment banking fees, accountants' fees,
underwriting  discounts and  commissions  and other  customary fees and expenses
actually incurred in connection therewith.

       "Net Income" shall mean  consolidated net income determined in accordance
with generally accepted accounting principles, consistently applied.

       "Net Worth" shall mean the excess of the  Company's  consolidated  assets
over the Company's consolidated liabilities as of the date of determination.

       "Notes" shall mean the Revolving Credit Notes and the Swing Line Note and
"Note" shall mean any of the Notes.

                                       30
<PAGE>

       "PBGC" shall mean the Pension Benefit Guaranty Corporation.

       "Percentage"  shall mean as to any Bank the percentage set forth opposite
such Bank's name on Schedule 1, as adjusted by  assignments  pursuant to Section
10.14 hereof.

       "Permitted  Liens"  shall have the  meaning  specified  in  Section  7.11
hereof.

       "Permitted  Property" shall mean all Property except receivables,  crops,
inventory and the Collateral.

       "Person" shall mean any  individual,  sole  proprietorship,  partnership,
limited liability company, joint venture,  trust,  unincorporated  organization,
association,  corporation,  institution,  entity,  party or government  (whether
national,  federal,  state,  provincial,  county,  city, municipal or otherwise,
including,  without limitation,  any instrumentality,  division, agency, body or
department thereof).

       "Plan"  shall mean any  employee  benefit  plan  covering any officers or
employees  of the  Company,  any  benefits of which are, or are  required to be,
guaranteed by the PBGC.

       "Portion" shall have the meaning specified in Section 2.1 hereof.

       "Property"  shall mean any  interest  in any kind of  property  or asset,
whether real, personal or mixed, or tangible or intangible.

       "Reimbursement  Obligation"  shall have the meaning  specified in Section
1.6 hereof.

       "Required  Banks"  shall  mean,  as of any date of  determination,  Banks
holding at least sixty-six and 2/3 percent (66-2/3%) of the Percentages.

       "Required Lease Payments" shall mean, for any period, consolidated rental
payments required to be paid by the Company with respect to capitalized leases.

       "Reserve  Percentage"  shall  mean,  for the  purpose  of  computing  the
Adjusted  LIBOR Rate, the maximum rate of all reserve  requirements  (including,
without  limitation,  any  marginal  emergency,  supplemental  or other  special
reserves)  imposed by the Board of Governors of the Federal  Reserve  System (or
any successor) under  Regulation D on Eurocurrency  liabilities (as such term is
defined in Regulation D) for the applicable  Interest Period as of the first day
of  such  Interest  Period,  but  subject  to any  amendments  to  such  reserve
requirement  by such  Board  or its  successor,  and  taking  into  account  any
transitional adjustments thereto becoming effective during such Interest Period.
For  purposes  of  this  definition,  LIBOR  Portions  shall  be  deemed  to  be
Eurocurrency liabilities as defined in Regulation D without benefit of or credit
for prorations, exemptions or offsets under Regulation D.

       "Revolving Credit Commitment" shall have the meaning specified in Section
1.1 hereof.

       "Revolving  Credit Loan" shall have the meaning  specified in Section 1.1
hereof.

                                       31
<PAGE>

       "Revolving  Credit Note" shall have the meaning  specified in Section 1.1
hereof.

       "Revolving Credit  Termination Date" shall mean February 28, 2002 or such
earlier date on which the Revolving Credit  Commitment is terminated in whole or
in part pursuant to Sections 3.4, 8.2 or 8.3 hereof.

       "SEC" shall have the meaning specified in Section 7.4 hereof.

       "Senior Debt to EBITDA  Ratio" shall mean,  as of any time the same is to
be determined,  the ratio of the aggregate  outstanding  principal amount of the
Company's  Total Debt at such time to the  Company's  EBITDA for the four fiscal
quarters of the Company most recently ended.

       "Senior  Notes"  shall mean those  certain  secured  notes of the Company
(designated  as the  Series  1999 - A Notes)  to be issued  and sold to  certain
institutional  investors in an aggregate principal amount equal to Fifty Million
Dollars  ($50,000,000) for which NationsBanc  Montgomery Securities is acting as
private placement agent pursuant to the Terms Sheet.

       "Set-off" shall have the meaning set forth in Section 10.13 hereof.

       "Stock Proceeds" shall mean, in connection with any Permitted Acquisition
with respect to which all or any portion of the  consideration is paid in shares
of the  Company's  Common  Stock,  an amount  equal to the  product  obtained by
multiplying  the  number  of  shares  issued in  connection  with the  Permitted
Acquisition  by  the  price  per  share  reflected  in the  Company's  financial
statements for the shares issued in the Permitted Acquisition.

       "Subsidiary"  shall mean  collectively any corporation or other entity at
least a majority of the outstanding  voting shares or other equity  interests of
which is at the time owned  directly or  indirectly  by the  Company  and/or its
Subsidiaries.

       "Swing Line Commitment"  shall have the meaning  specified in Section 1.2
hereof.

       "Swing Line Lender" shall mean  Firstar,  in its capacity as the provider
of the Swing Line Loans.

       "Swing Line Loan" shall have the meaning specified in Section 1.1 hereof.

       "Swing Line Note" shall have the meaning specified in Section 1.2 hereof.

       "Tangible Net Worth" "shall mean,  as of any date of  determination,  the
sum of (a) the stated  amount of the capital stock of the Company plus (or minus
in the case of a  deficit)  (b) all  additional  paid in  capital,  surplus  and
retained earnings of the Company,  plus (c) the outstanding  principal amount of
subordinated  debt,  if any,  minus  (i) the cost of  shares  of  capital  stock
(including  common and  preferred  stock) of the Company  held by the Company as
treasury  stock  and  (ii) the net  book  value  after  deducting  any  reserves
applicable  thereto, of goodwill,  licenses,  patents,  copyrights,  trademarks,
tradenames, and other intangibles.

                                       32
<PAGE>

       "Terms  Sheet"  shall mean the Summary of  Proposed  Terms  submitted  by
NationsBanc  Montgomery  Securities to the Company  relating to the issuance and
sale of the Senior Notes designated as a Confidential Draft dated March 5, 1999,
a copy of which has previously been provided to the Agent.

       "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  the Senior  Notes and 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.

       "UCC" shall mean the Uniform Commercial Code as the same may from time to
time be in effect in the State of Wisconsin.

       "Unused Fee Rate" shall mean, at any date, the  applicable  percentage in
the following  table under the column  "Unused Fee Rate" set forth  opposite the
Senior  Debt to EBITDA  Ratio as of the most  recently  ended  quarter for which
financial statements have been delivered to the Agent

                  Senior Debt to EBITDA                   Unused Fee Rate

                        < 2.50:1                              .25%
                 => 2.50:1 but < 3.00:1                       .375%
                        => 3.00:1                             .50%

       On the Test Date, the Agent shall (i) determine the Senior Debt to EBITDA
Ratio for the  applicable  period and (ii)  promptly  notify the Company and the
Banks of such  determination  and of any change in the Unused Fee Rate resulting
therefrom.  Any such change in the Unused Fee Rate shall be  effective as of the
date the Agent so notifies  the  Company and the Banks,  and such new Unused Fee
Rate shall  continue in effect until the  effective  date of the next  quarterly
redetermination in accordance with the terms hereof; provided,  however, that if
the Company is late in delivering such financial statements, and upon receipt of
such  financial  statements  the  Agent  determines  that a higher  fee level is
applicable,  then  such new  Unused  Fee Rate (at said  higher  level)  shall be
retroactively  effective as of the related Test Date. Each  determination of the
Senior Debt to EBITDA Ratio and Unused Fee Rate by the Agent in accordance  with
the terms  hereof shall be  conclusive  and binding on the Company and the Banks
absent manifest error.  The Unused Fee Rate shall first be adjusted upon receipt
of the financial statements for the fiscal year ending August 31, 1999. From the
date hereof until the Unused Fee Rate is first  adjusted  pursuant  hereto,  the
Unused Fee Rate shall be three-eights of one percent (.375%).

                                       33
<PAGE>

SECTION 10.  MISCELLANEOUS.

       Section 10.1.  Holidays.  If any principal of any of the Notes shall fall
due on a Saturday, Sunday or on another day which is a legal holiday for lenders
in the State of Wisconsin,  interest at the rates such Notes bear for the period
prior to maturity shall continue to accrue on such principal from the stated due
date thereof to and including the next succeeding Business Day on which the same
is payable.

       Section 10.2. No Waiver,  Cumulative Remedies. No delay or failure on the
part of the  Agent or the  Banks in the  exercise  of any  power or right  shall
operate as a waiver  thereof,  nor as an acquiescence in any Default or Event of
Default nor preclude any other or further exercise  thereof,  or the exercise of
any other power or right, and the rights and remedies hereunder of the Agent and
the Banks are  cumulative to, and not exclusive of, any rights or remedies which
any of them would otherwise have.

       Section 10.3. Waivers,  Modifications and Amendments.  The Required Banks
and the  Company  may,  from  time  to  time,  enter  into  written  amendments,
supplements or modifications  hereto for the purpose of adding provisions to any
Loan  Document  or for the  purpose of  changing in any manner the rights of the
Banks or of the  Company  thereunder,  and the  Required  Banks may  execute and
deliver  to the  Company  a  written  instrument  waiving,  on  such  terms  and
conditions  as the  Required  Banks may specify in such  instrument,  any of the
requirements  of any Loan  Document  or any  Default or Event of Default and its
consequences;  provided, however, that no amendment, modification,  termination,
waiver or  consent  shall do any of the  following  unless  the same shall be in
writing and signed by all Banks: (a) increase the Revolving  Credit  Commitment;
(b) reduce the amount of any payment of  principal of or interest on any loan or
the Unused Fees payable to the Banks hereunder;  (c) postpone any date fixed for
any payment of  principal of or interest on any  outstanding  loan or the Unused
Fees  payable to the Banks  hereunder;  (d) change the  definition  of "Required
Banks;" (e) amend this  Section 10.3 or any other  provision  of this  Agreement
requiring the consent or other action of the Required Banks or all of the Banks;
(f)  release  any  guaranty;  (g)  release  all  or  substantially  all  of  the
Collateral;  or (h) consent to the  assignment or transfer by the Company of any
of its rights and obligations  under this Agreement.  In the case of any waiver,
the Company and the Banks shall be restored to their former  position and rights
under the Loan  Documents,  and any Default or Event of Default  waived shall be
deemed to be cured and not continuing.  However, no waiver of a Default or Event
of Default shall extend to any  subsequent or other Default or Event of Default,
or impair any right consequent thereon. No amendment, supplement,  modification,
or waiver  shall be  effective  except if in writing  and duly  executed  by the
Required Banks or each Bank, as applicable, the Agent and the Company.

       Section 10.4. Costs and Expenses. The Company agrees to pay on demand all
reasonable  out-of-pocket costs and expenses of the Agent in connection with the
negotiation,  preparation,  execution,  delivery, recording and/or filing and/or
release of this Agreement,  the Notes and the Collateral Documents and the other
instruments  and  documents  to  be  delivered  hereunder  or  thereunder  or in
connection with the transactions contemplated hereby or thereby or in connection
with any consents  hereunder or thereunder  or waivers or  amendments  hereto or


                                       34
<PAGE>

thereto,  including  the fees and expenses of counsel for the Agent with respect
to all of the foregoing,  and all recording,  filing,  title  insurance or other
fees, costs and taxes incident to perfecting a lien upon the collateral security
for the Notes,  and all  reasonable  costs and  expenses  (including  reasonable
attorneys'  fees),  incurred by the Agent, any security trustee for the Banks or
any of the  Banks  in  connection  with a  Default  or the  enforcement  of this
Agreement,  the Notes or the Collateral  Documents and the other instruments and
documents  to be  delivered  hereunder  or  thereunder.  The  Company  agrees to
indemnify  and save the Agent and the Banks  and any  security  trustee  for the
Banks harmless from any and all liabilities, losses, costs and expenses incurred
by the Banks in connection with any action,  suit or proceeding  brought against
the Banks or security trustee by any person which arises out of the transactions
contemplated or financed  hereby or by the Notes or Collateral  Documents or out
of any action or inaction by any of the Banks or any security trustee  hereunder
or thereunder,  except for such thereof as is caused by the gross  negligence or
willful misconduct of the party indemnified. The provisions of this Section 10.4
and the protective  provisions of Section 2 hereof shall survive  payment of the
Notes and the termination of the Commitments hereunder,  subject, in the case of
the protective  provisions contained in Section 2 hereof, to the limitations set
forth therein.

       Section  10.5.  Survival  of  Representations.  All  representations  and
warranties made herein or in the Collateral  Documents or in certificates  given
pursuant hereto shall survive the execution and delivery of this Agreement,  the
Collateral  Documents and the Notes, and shall continue in full force and effect
with  respect to the date as of which they were made as long as any credit is in
use or available hereunder.

       Section 10.6. Construction. The parties hereto acknowledge and agree that
this  Agreement  shall not be construed  more favorably in favor of one than the
other based upon which party  drafted the same, it being  acknowledged  that all
parties hereto  contributed  substantially to the negotiation and preparation of
this Agreement.

       Section 10.7. Accounting Principles.  All computations of compliance with
the terms hereof shall be made on the basis of generally accepted  principles of
accounting  applied in a manner consistent with those used in the preparation of
the audit report of the Company referred to in the first sentence of Section 5.3
hereof.

       Section 10.8.  Addresses  for Notices.  All  communications  provided for
herein  shall be in writing  and shall be deemed to have been given or made when
served  personally  or three days after being  deposited in the United States of
America mail addressed,  if to the Company, at 800 First Avenue South, Wisconsin
Rapids, Wisconsin 54495-8020,  Attention:  John Swendrowski;  if to the Agent at
777 East Wisconsin Avenue,  Milwaukee,  Wisconsin 53202,  Attention:  Stephen E.
Carlton;  or,  if to any of the  Banks,  at  their  addresses  set  forth on the
signature  pages hereto,  or at such other address as shall be designated by any
party hereto in a written  notice  given to each party  pursuant to this Section
10.8.

       Section  10.9.  Headings.  Article  and  Section  headings  used  in this
Agreement  are for  convenience  of  reference  only  and are not a part of this
Agreement for any other purpose.

                                       35
<PAGE>

       Section  10.10.  Severability  of  Provisions.   Any  provision  of  this
Agreement  which  is  unenforceable  in  any  jurisdiction  shall,  as  to  such
jurisdiction,  be  ineffective  to the extent of such  unenforceability  without
invalidating  the  remaining  provisions  hereof or  affecting  the  validity or
enforceability of such provision in any other jurisdiction. All rights, remedies
and powers provided in this Agreement and the Notes may be exercised only to the
extent that the  exercise  thereof  does not violate  any  applicable  mandatory
provisions of law, and all the  provisions  of this  Agreement and the Notes are
intended to be subject to all applicable  mandatory  provisions of law which may
be controlling  and to be limited to the extent  necessary so that they will not
render this Agreement or the Notes invalid or unenforceable.

       Section 10.11. Counterparts. This Agreement 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.

       Section 10.12.  Binding Nature,  Governing Law, Etc. This Agreement shall
be binding upon the Company and its successors  and assigns,  and shall inure to
the  benefit  of the  Agent  and  each of the  Banks  and the  benefit  of their
respective  successors  and  assigns,  including  any  subsequent  holder  of an
interest in the Notes.  This  Agreement,  together with the Notes and Collateral
Documents  constitutes the entire  understanding  of the parties with respect to
the subject  matter hereof and any prior  agreements,  whether  written or oral,
with  respect  thereto are  superseded  hereby  except for prior  understandings
related to fees payable to the Banks. This Agreement, the Loan Documents and the
rights  and  obligations  of the  parties  thereto  shall be  governed  by,  and
construed and  interpreted in accordance  with the internal laws of the State of
Wisconsin. Venue for the settlement of disputes under this Agreement shall be in
the United States  District  Court for the Eastern  District of Wisconsin or the
Circuit  Court of  Milwaukee  County,  Wisconsin.  The  Company  consents to the
exercise of jurisdiction  by these courts and the vesting of venue therein.  THE
COMPANY WAIVES  PERSONAL  SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS TO
ALL SUCH SERVICE OF PROCESS  MADE BY MAIL OR BY MESSENGER  DIRECTED TO IT AT THE
ADDRESS SPECIFIED IN SECTION 10.8 HEREOF.

       Section 10.13. Rights of Banks.

              (a) The Company  authorizes  the Agent to disclose to any Bank any
       financial or other information pertaining to the Company.

              (b) If any Bank (each, a "Replaceable Bank") requests compensation
       pursuant  to  Sections  2.7,  2.8,  2.9,  2.10  or 3.7  hereof  at a rate
       materially  in excess of that  requested  by any other Bank,  the Company
       may,  with  the  consent  of  the  Agent,  which  consent  shall  not  be
       unreasonably withheld, propose that another lender (a "Replacement Bank")
       which lender may be an existing Bank, be substituted  for and replace the
       Replaceable  Bank  for  purposes  of  this  Agreement.  In  the  event  a
       Replacement  Bank is so substituted for the  Replaceable  Bank, then such
       substitution  shall take place on a date  acceptable to the Company,  the
       Replaceable Bank and the Replacement  Bank, as the case may be, but in no
       event later than the latest maturity date of any financial accommodations
       then 

                                       36
<PAGE>

       outstanding hereunder, and such substitution shall take place through the
       execution of such instruments and documents as are required under Section
       10.14(a) and (b) hereof.  All expenses of the Bank incurred in connection
       with the foregoing shall be paid by the Company.

              (c) In the event the Bank or any  Participant  shall  receive  and
       retain any payment, whether by set-off or application of deposit balances
       or  otherwise  ("Set-off"),  on  or in  respect  of  any  loan  or  other
       obligation  outstanding  under this Agreement or the other Loan Documents
       in excess of its  ratable  share of  payments on all such loans and other
       Obligations then  outstanding,  then such Bank shall purchase for cash at
       face value,  but without  recourse,  ratably from each of the other Banks
       such amount of such loans and other  obligations  held by each such other
       party (or  interest  therein) as shall be necessary to cause such Bank to
       share such excess  payment  ratably with all the other  Banks;  provided,
       however,  that if any  such  purchase  is made by any  Bank,  and if such
       excess  payment  or  part  thereof  is  thereafter  recovered  from  such
       purchasing  party,  the related  purchases  from the other Banks shall be
       rescinded  ratably and the purchase  price  restored as to the portion of
       such excess payment so recovered, but without interest.

       Section 10.14. Addition of Banks. Any Bank, at any time upon at least two
(2) Business Days prior written notice to the Agent and the Company,  may assign
all or a portion  (provided  such portion is not less than Five Million  Dollars
($5,000,000)  in the  aggregate) of such Bank's Notes and loans to a domestic or
foreign  bank  (having a branch  office in the  United  States of  America),  an
insurance  company or other financial  institution (an  "Applicant") on any date
(the  "Adjustment  Date") selected by such Bank, but only so long as the Company
and the Agent shall have provided their prior written  approval of such proposed
Applicant,  which prior  written  approval  will not be  unreasonably  withheld.
Notwithstanding the foregoing,  no such consent of the Company shall be required
subsequent to thirty (30) days after the occurrence  and during the  continuance
of an Event of Default.  Upon receipt of such approval and to confirm the status
of each  additional  Bank  as a party  to this  Agreement  and to  evidence  the
assignment in accordance herewith:

              (a) The Agent, the Company,  the assigning bank and such Applicant
       shall, on or before the Adjustment Date, execute and deliver to the Agent
       an Assignment  Certificate in substantially the form of Exhibit 10.14 (an
       "Assignment Certificate");

              (b) The  assigning  bank or the  Applicant  shall  pay the Agent a
       processing fee of Three Thousand Five Hundred Dollars ($3,500);

              (c) The  Company  will  execute  and  deliver  to the  Agent,  for
       delivery  by the Agent in  accordance  with the  terms of the  Assignment
       Certificate,  (i) a new Revolving Credit Note payable to the order of the
       Applicant in amounts  corresponding  to the  Percentage  of the Revolving
       Credit  Commitment  acquired by such Applicant,  and (ii) a new Revolving
       Credit  Note  payable  to the  order of the  assigning  Bank in an amount
       corresponding  to  the  retained   Percentage  of  the  Revolving  Credit
       Commitment.  Such new Notes shall be in aggregate principal amounts equal
       to the aggregate  principal amounts of the Note to be 


                                       37
<PAGE>

       replaced,  shall be dated the effective date of such assignment and shall
       otherwise  be in the form of the  Revolving  Credit  Note to be  replaced
       thereby.  Such new Notes shall be issued in substitution  for, but not in
       satisfaction or payment of, the Notes being replaced thereby and such new
       Revolving  Credit  Note shall be treated as a  Revolving  Credit Note for
       purposes of this Agreement.

       Upon the execution and delivery of such  Assignment  Certificate and such
new Notes and the payment of the  processing  fee: (a) this  Agreement  shall be
deemed to be amended to the extent, and only to the extent, necessary to reflect
the  addition  of such  additional  Bank  and the  resulting  adjustment  of the
Percentages  arising therefrom;  (b) the assigning Bank shall be relieved of all
obligations  hereunder  to the extent of a  reduction  of the  assigning  Bank's
Percentage; and (c) the additional Bank shall become a party hereto and shall be
entitled to all rights, benefits and privileges accorded to a Bank herein and in
each other Loan  Document or other  document  or  instrument  executed  pursuant
hereto and subject to all  obligations of a Bank hereunder,  including,  without
limitation, the right to approve or disapprove actions which, in accordance with
the terms  hereof,  require  the  approval of the  Required  Banks or all Banks.
Promptly after the execution of any Assignment Certificate, a copy thereof shall
be  delivered  by the  Agent  to each  Bank  and to the  Company.  In  order  to
facilitate  the addition of additional  Banks hereto,  the Company and the Banks
shall cooperate  fully with the Agent in connection  therewith and shall provide
all reasonable  assistance  requested by the Agent relating thereto,  including,
without  limitation,  the  furnishing  of such written  materials  and financial
information  regarding  the  Company as the Agent may  reasonably  request,  the
execution  of such  documents as the Agent may  reasonably  request with respect
thereto,  and the  participation by officers of the Company,  and the Banks in a
meeting or teleconference call with any Applicant upon the request of the Agent.

       Section  10.15.  WAIVER OF JURY TRIAL.  THE COMPANY AND THE BANKS  HEREBY
IRREVOCABLY  WAIVE  ALL  RIGHT  TO TRIAL BY JURY IN ANY  ACTION,  PROCEEDING  OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT,  ANY LOAN DOCUMENT OR
ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER.

       10.16.  Confidentiality.  Each of the Agent and the Banks  agrees to keep
confidential  all  non-public  information  provided to it by the Company or any
Subsidiary  pursuant to this  Agreement that is designated by the Company or any
Subsidiary as confidential;  provided;  however,  that nothing  contained herein
shall prevent the Agent or any Bank from disclosing any such  information (a) to
the Agent,  any other Bank or any affiliate of any Bank, (b) to any Applicant or
prospective  Applicant  which  agrees  to  comply  with the  provisions  of this
Section, (c) any of its employees, directors, agents, attorneys, accountants and
other  professional  advisors,  (d) upon  request or demand of any  governmental
authority having jurisdiction over it, (e) in response to any order of any court
or other governmental  authority or as may otherwise be required pursuant to any
law,  rule or  regulation,  (f) if requested or required to do so in  connection
with any litigation or similar proceeding, (g) which has been publicly disclosed
other than in breach of this Section,  or (h) in connection with the exercise of
any remedy hereunder or under any other Loan Document.

                                       38
<PAGE>

SECTION 11.  THE AGENT.

       Section 11.1. Appointment and Authorization. Each Bank hereby irrevocably
appoints  Firstar  as Agent  for the  Banks  under  this  Agreement  and  hereby
authorizes  the Agent to take such action as Agent on its behalf and to exercise
such powers  under this  Agreement  as are  delegated  to the Agent by the terms
hereof,  together  with such  powers as are  reasonably  incident  thereto.  The
relationship  between  the Agent and the Banks is and shall be that of Agent and
principal  only,  and  nothing  contained  in this  Agreement  or any other Loan
Document  shall be construed to  constitute  the Agent as a trustee or fiduciary
for any Bank or the Company.

       Section 11.2. Agent and Affiliates.  In its capacity as a Bank hereunder,
the Agent  shall have the same  rights and powers  under this  Agreement  as any
other Bank and may  exercise or refrain  from  exercising  the same as though it
were not an Agent,  and the agent and its affiliates  may accept  deposits from,
lend money to, and generally  engage in any kind of business with the Company or
any  Subsidiary  or  Affiliate  of the  Company  as if it  were  not  the  Agent
hereunder.  The terms Bank and Banks as used in the Loan  Documents,  unless the
context otherwise clearly requires, include the Agent in its individual capacity
as a Bank.

       Section 11.3.  Action by Agent.  Except for action expressly  required of
the Agent hereunder,  the Agent shall in all cases be fully justified in failing
or  refusing  to act  hereunder  unless the Agent  shall be  indemnified  to its
reasonable  satisfaction  by the Banks against any and all liability and expense
which may be incurred by it by reason of taking or  continuing  to take any such
action.  In all cases in which this Agreement does not require the Agent to take
certain  actions,  the Agent shall be fully justified in using its discretion in
failing  to take  or in  taking  any  action  hereunder.  Without  limiting  the
generality of the foregoing,  the agent shall not be required to take any action
with respect to any Event of Default,  except as  expressly  provided in Section
8.2.  The Agent  shall be  acting as an  independent  contractor  hereunder  and
nothing herein shall be deemed to impose on the Agent any fiduciary  obligations
to the Banks or the Company.

       Section 11.4. Consultation with Experts. The Agent may consult with legal
counsel,  independent  public  accountants and other experts  selected by it and
shall not be liable  for any  action  taken or omitted to be taken by it in good
faith in accordance with the advice of such counsel, accountants or experts.

       Section  11.5.  Liability  of  Agent.  Neither  the  Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken or
not taken by it in connection herewith (i) with the consent or at the request of
the Required Banks or (ii) in the absence of its own gross negligence or willful
misconduct.  Neither  the Agent nor any of its  directors,  officers,  agents or
employees shall be responsible  for or have any duty to ascertain,  inquire into
or verify (i) any statement,  warranty or representation made in connection with
this Agreement or any borrowing hereunder; (ii) the performance or observance of
any of the covenants or agreements of the Borrowers;  (iii) the  satisfaction of
any  condition  specified in Section 6, except  receipt of items  required to be
delivered to the Agent;  or (iv) the validity,  effectiveness  or genuineness of
this  Agreement,  the Notes or any other  instrument  or  writing  furnished  in
connection  herewith.  The 

                                       39
<PAGE>

Agent  shall not incur any  liability  by acting in  reliance  upon any  notice,
consent,  certificate,  request or statement  (whether written or oral) or other
document  believed  by it to be  genuine  or to be signed or sent by the  proper
party or parties and, in the case of legal matters,  in relying on the advice of
counsel (including counsel for the Company).  The Agent may treat the Banks that
are named herein as the holders of the Notes and the  indebtedness  contemplated
herein unless and until the Agent receives  notice of the assignment of the Note
and  the  indebtedness  held  by a  Bank  hereunder  pursuant  to an  assignment
contemplated by Section 10.14 hereof.

       Section  11.6.  Indemnification.  Each Bank shall,  ratably in accordance
with its  Percentage,  indemnify the Agent (to the extent not  reimbursed by the
Company) against any cost,  expenses  (including  reasonable  counsels' fees and
disbursements)  ,  claims,  demands,  actions,  losses,  obligations,   damages,
penalties, judgments, suits or liability (except such as result from the Agent's
gross  negligence or willful  misconduct)  that the Agent may suffer or incur in
connection  with this  Agreement  or any  action  taken or  omitted by the Agent
hereunder.

       Section  11.7.  Credit  Decision.  Each  Bank  acknowledges  that it has,
independently  and without  reliance upon the Agent or any other Bank, and based
on such  documents and  information as it has deemed  appropriate,  made its own
credit  analysis  and  decision  to enter  into this  Agreement.  Each Bank also
acknowledges that it will,  independently and without reliance upon the Agent or
any other Bank,  and based on such  documents and  information  as it shall deem
appropriate at the time,  continue to make its own credit decisions in taking or
not taking any action under this Agreement.

       Section  11.8.  Resignation  or  Removal  of Agent and  Successor  Agent.
Subject to the  appointment  and  acceptance  of a  successor  Agent as provided
below,  the Agent may resign at any time by giving written notice thereof to the
Banks and the Company at any time. Upon any such  resignation of the Agent,  the
Required Banks shall have the right to appoint, with the consent of the Company,
a successor  Agent.  If no  successor  Agent shall have been so appointed by the
Required  Banks,  and shall have accepted such  appointment,  within thirty (30)
days  after,  as the case may be,  the  retiring  Agent's  giving  of  notice of
resignation,  then the  retiring  Agent may,  on behalf of the Banks,  appoint a
successor  Agent,  which shall be a commercial  bank organized under the laws of
the United States of America or of any state thereof that has a combined capital
and surplus of at least Two Hundred  Million  Dollars  ($200,000,000).  Upon the
acceptance of its  appointment  as Agent  hereunder by a successor  Agent,  such
successor Agent shall thereupon succeed to and become vested with all the rights
and duties of the retiring  Agent,  and the retiring  Agent shall be  discharged
from  its  duties  and  obligations   hereunder.   After  any  retiring  Agent's
resignation hereunder as Agent, the provisions of this Section 11 shall inure to
its  benefit as to any  actions  taken or omitted to be taken by it while it was
Agent.

       Section  11.9.  Payments.  Unless the Agent shall have been notified by a
Bank prior to the date on which such bank is scheduled  to make  payments to the
Agent of the proceeds of a Loan (which  notice shall be effective  upon receipt)
that such Bank does not intend to make such  payment,  the Agent may assume that
such Bank has made such payment when due and the Agent may in reliance upon such
assumption  (but shall not be  required  to) make  available  to the Company the
proceeds  of the Loan to be made by such Bank  and,  if any Bank has not in fact


                                       40
<PAGE>

made such payment to the Agent, such Bank shall, on demand, pay to the Agent the
amount made  available to the Company  attributable  to such Bank  together with
interest thereon in respect of each day during the period commencing on the date
such amount was made available to the Company and ending on (but  excluding) the
date such Bank  pays such  amount to the Agent at a rate per annum  equal to the
Federal  Funds Rate.  If such amount is not received from such Bank by the Agent
immediately  upon demand,  the Company will,  on demand,  repay to the Agent the
proceeds of the Loan  attributable to such Bank with interest  thereon at a rate
per annum equal to the  interest  rate  applicable  to the  relevant  Loan,  but
without such payment being considered a payment or prepayment of a Loan, so that
the Company  will have no  liability  under  Section 2.10 hereof with respect to
such  payment.  If any Bank  shall  fail to fund a Loan  which  it is  obligated
hereunder to fund,  such Bank shall pay the reasonable  attorneys' fees incurred
by the Company in enforcing its right to borrow such a Loan.  However,  if it is
determined that such Bank was not obligated to fund such Loan, the Company shall
pay to such  Bank  any  reasonable  attorneys'  fees  incurred  by such  Bank in
defending such an action.

                            [Signatures on next page]



                                       41
<PAGE>




       Upon your acceptance  hereof in the manner  hereinafter  set forth,  this
Agreement shall be a contract between us for the purposes hereinabove set forth.

  Dated as of March 15, 1999.

                                 NORTHLAND CRANBERRIES, INC.




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


         Accepted and agreed to at  Milwaukee,  Wisconsin as of the day and year
last above written.

                                 FIRSTAR BANK MILWAUKEE, N. A.



                                 By:   /s/                               
                                 Its:                                 

                                 Percentage:       21.42857143%



                                 NORWEST BANK MINNESOTA, N.A.



                                 By:   /s/                               
                                 Its:                                 

                                 Percentage:       17.85714286%

                                 Address:
                                            Sixth and Marquette
                                            Minneapolis, Minnesota  55479-0091
                                            Attention: Kenneth E. LaChance, 
                                                       Portfolio Banking Officer


                                       42
<PAGE>


                                 MERCANTILE BANK NATIONAL ASSOCIATION



                                 By:   /s/                      
                                 Its:                        

                                 Percentage:       14.28571429%

                                 Address:
                                            Mercantile Tower
                                            721 Locust Street, Tram 12-3
                                            St. Louis, Missouri  63101
                                            Attention: John Stichnoth, Assistant
                                                       Vice President


                                 U.S. BANK NATIONAL ASSOCIATION


                                 By:   /s/           
                                 Its:             

                                 Percentage:       14.28571429%

                                 Address:
                                           201 West Wisconsin Avenue
                                           Milwaukee, Wisconsin  53202
                                           Attention:  John P. Hankerd


                                 BANK OF AMERICA, NATIONAL TRUST & SAVINGS 
                                 ASSOCIATION



                                 By:   /s/                    
                                 Its:                      

                                 Percentage:       10.71428571%

                                 Address:
                                          231 South LaSalle Street
                                          Chicago, Illinois  606097
                                          Attention:   Edward L. Cooper III, 
                                                       Vice President

                                       43
<PAGE>



                                 ST. FRANCIS BANK, F.S.B.



                                 By:   /s/                        
                                 Its:                          

                                 Percentage:       7.14285714%

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



                                 M&I MARSHALL & ILSLEY BANK



                                 By:   /s/               
                                 Its:                 

                                 Percentage:       7.14285714%

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



                                 BANKBOSTON, N.A.



                                 By:   /s/                     
                                 Its:                       

                                 Percentage:       7.14285714%

                                    Address:
                                             100 Federal Street
                                             MA BOS 01-09-06
                                             Boston, Massachusetts  02110
                                             Attention:Paul R. Crimlisk, Vice
                                                        President




                                       44
<PAGE>


                                LIST OF EXHIBITS



               Exhibit 1.1                Form of Revolving Credit Note
               Exhibit 1.2                Form of Swing Line Note
               Exhibit 1.5                Form of L/C Agreement
               Exhibit 7.4                Form of Compliance Certificate
               Exhibit 10.14              Form of Assignment Certificate



                                    
<PAGE>


                             LIST OF SCHEDULES



               Schedule 4.1(a)            Company Real Property and Improvements
               Schedule 4.1(b)            Company Marshes
               Schedule 5.4               Litigation; Taxes; Consents
               Schedule 7.11              Existing Liens