EXECUTION COPY

                       THIRD AMENDMENT TO CREDIT AGREEMENT
                               AND LIMITED WAIVER



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

Ladies and Gentlemen:

     The undersigned,  NORTHLAND CRANBERRIES, INC., a Wisconsin corporation (the
"Company") hereby requests that the undersigned financial institutions (together
with their respective successors and assigns,  collectively,  the "Banks") agree
to further amend the Credit  Agreement dated as of March 15, 1999, as amended as
of May 1,  1999 and  December  29,  1999  (the  "Credit  Agreement"),  among the
Company,  certain of the Banks and Firstar Bank,  N. A., as agent,  and to waive
certain defaults,  all on the terms and conditions set forth below.  Capitalized
terms used herein and not defined  shall have the meanings  assigned  thereto in
the Credit Agreement.

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

          Section 1.1.  The  Revolving  Credit.  Subject to all of the terms and
     conditions  hereof,  each Bank,  severally and for itself alone,  agrees to
     extend such Bank's Percentage of a revolving credit facility to the Company
     which may be availed of by the Company in its discretion from time to time,
     be repaid and used  again,  during the period  from the date  hereof to and
     including the  Revolving  Credit  Termination  Date.  The revolving  credit
     facility may be utilized by the Company in the form of (i) revolving credit
     loans   (individually  a  "Revolving  Credit  Loan"  and  collectively  the
     "Revolving  Credit  Loans") from the Banks  according  to their  respective
     Percentages,  (ii) swing line loans  (individually  a "Swing Line Loan" and
     collectively,  the "Swing Line Loans") from the Swing Line Lender, pursuant
     to Section 1.2 hereof,  and (iii) L/Cs issued by the Issuer upon request of
     the  Company and in which each Bank shall have  purchased a  participation,
     provided that the aggregate  amount of the  Revolving  Credit Loans,  Swing
     Line Loans,  Reimbursement  Obligations and the maximum amount available to
     be drawn  under all L/Cs  outstanding  at any one time shall not exceed One
     Hundred Fifty Five Million  Dollars  ($155,000,000),  which amount shall be
     reduced by Five Million Dollars ($5,000,000) on the last day of each of the
     first and third fiscal  quarters of the Company  commencing with the fiscal
     quarters  ending  November  30,  2000  and  May  31,  2001  and  continuing
     thereafter  until the Revolving  Credit  Termination Date (as so reduced at
     any time, 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


<PAGE>

     of the  Revolving  Credit  Commitment  (prior to giving  any  effect to any
     reduction  in the amount  thereof),  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.

     2. Amendment to Section 3.3.  Section 3.3 of the Credit  Agreement shall be
amended to add the following sentence at the end of such Section:

     In the event Cliffstar  Corporation  ("Cliffstar") shall at any time prepay
     in the case of clause  (a) or pay in the case of clause  (b) (a  "Cliffstar
     Prepayment")  all or any portion of (a) that certain  Promissory Note dated
     March 8, 2000 in the original  principal  amount of $28,000,000  payable by
     Cliffstar  to the  Company  (the  "Cliffstar  Note"),  or (b) the  "Earnout
     Termination  Payment" (as defined in that certain Asset Purchase  Agreement
     dated January 5, 2000 by and between Cliffstar and the Company,  as amended
     by that certain First  Amendment to Asset  Purchase  Agreement  dated as of
     March 8, 2000 (as so amended,  the "Asset  Purchase  Agreement")),  in each
     case  other  than  in  connection  with  regularly  scheduled  payments  of
     principal  and/or  interest,  as the case may be, and in the case of clause
     (a)  regular  payments  of the  "Earnout  Amount"  (as defined in the Asset
     Purchase  Agreement)  that are applied  against the principal due under the
     Cliffstar  Note,  the Company  shall,  not later than 5:00 p.m.  (Milwaukee
     time) on the  Business  Day  following a Cliffstar  Prepayment,  pay to the
     Agent  for  the pro  rata  account  of the  Banks  as and  for a  mandatory
     prepayment  on the  Revolving  Credit  Notes,  the amount of the  Cliffstar
     Prepayment.

     3. Amendment to Section 3.4.  Section 3.4 of the Credit  Agreement shall be
amended to add the following sentence at the end of such Section:

     In the event of any Cliffstar  Prepayment,  the Revolving Credit Commitment
     shall be  reduced,  without  any  action  by or  notice  on the part of the
     Company,  to the difference between (a) the Revolving Credit Commitment and
     (b) the sum of the  aggregate  amount of any  partial  terminations  of the
     Revolving  Credit  Commitment  pursuant to this  Section  prior to the date
     hereof and the amount of the Cliffstar Prepayment.

     4. Amendment to Section 7.4.  Section 7.4 of the Credit  Agreement shall be
amended to read as follows:

          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:


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<PAGE>

               (a) as soon as  available,  and in any event  within  thirty (30)
          days after the close of each monthly fiscal period of the Company,  an
          unaudited,  consolidated balance sheet and consolidated  statements of
          income of the  Company as at the end of and for such month and for the
          year-to-date  period then ended, in reasonable detail and, in the case
          of the quarterly financial statements, stating in comparative form the
          figures for the corresponding  date and periods in the previous fiscal
          year,  all prepared in  accordance  with general  accepted  accounting
          principles,  subject to year-end audit  adjustments and the absence of
          footnotes; and

               (b) 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

               (c) 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

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

               (e)  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; and

               (f) 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

               (g) 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,


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<PAGE>

          such plan to be in  reasonable  detail  prepared by the Company and in
          form reasonably satisfactory to the Agent.

     5. Amendment to Section 7.6.  Section 7.6 of the Credit  Agreement shall be
amended to read as follows:

          Section  7.6  Consolidation  and  Merger.  Neither the Company nor any
     Subsidiary will consolidate with or merge into or sell all or substantially
     all of their  respective  assets to any Person,  without the prior  written
     consent of the Banks.

     6. Amendment to Section 7.8.  Section 7.8 of the Credit  Agreement shall be
amended to read as follows:

          Section 7.8. Minimum Tangible Net Worth. The Company will continuously
     maintain Tangible Net Worth (i) as of March 31, 2000 and through August 30,
     2000 of not less than One Hundred  Twenty Million  Dollars  ($120,000,000),
     and (ii) as of August 31, 2000 and  thereafter of not less than One Hundred
     Twenty Five Million Dollars ($125,000,000).

     7. Amendment to Section 7.9.  Section 7.9 of the Credit  Agreement shall be
amended to read as follows:

          Section 7.9. Fixed Charge Coverage Ratio.  The Company will not, as of
     the last day of each  fiscal  quarter  during the term  hereof,  permit its
     Fixed Charge Coverage Ratio to be less than the following ratios:

                                                     Minimum Fixed Charge
                                                     --------------------
          Period                                       Coverage Ratio
          ------                                       --------------

          April 1, 2000 to August 31, 2000             1.25   :   1.0
          September 1, 2000 to February 27, 2001       1.50   :   1.0
          February 28, 2001 and thereafter             1.75   :   1.0

     8. Amendment to Section 7.10. Section 7.10 of the Credit Agreement shall be
amended to read as follows:

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

                                                 Maximum Funded Debt to
          Period                                  Capitalization Ratio
          ------                                  --------------------

          April 1, 2000 to August 31, 2000         .55    :   1.0
          September 1, 2000 and thereafter         .50    :   1.0


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<PAGE>

     9. Amendment to Section 8.1.  Section 8.1 of the Credit  Agreement shall be
amended by deleting the word "or" at the end of subsection (g) and the period at
the end of  subsection  (h) and  inserting in lieu thereof "; or" and adding the
following subsection (i):

               (i) There shall occur a "Change in Control"  with  respect to the
          Company.  For this purpose, a "Change in Control" means any one of the
          following:

                    (A)  Any  person or group of  persons  (as  defined  in Rule
                         13d-5  under  the  Securities  Exchange  Act of  1934),
                         together  with its  affiliates  become  the  beneficial
                         owner, directly or indirectly,  of more than 50% of the
                         then  outstanding  Common  Stock of the Company or more
                         than  50% of the  then  outstanding  securities  of the
                         Company entitled  generally to vote for the election of
                         directors ("Voting Securities");

                    (B)  The  Company  merges  with or into any  Person,  or any
                         Person merges with or into the Company in a transaction
                         in  which  the   outstanding   Voting   Securities  are
                         converted  into or exchanged  for cash,  securities  or
                         other  property  other  than a  transaction  where  the
                         Voting Securities outstanding immediately prior to such
                         transaction  are converted into or exchanged for voting
                         stock of the  surviving or  transferee  Person and such
                         voting stock  constitutes a majority of the outstanding
                         shares of voting stock of such  surviving or transferee
                         Person   (immediately   after  giving  effect  to  such
                         issuance); or

                    (C)  All or  substantially  all of the assets of the Company
                         and its Subsidiaries, on a consolidated basis, are sold
                         or disposed of.

     10.  Amendment  to Section  8.2.  The first  clause of Section 8.2 shall be
amended to read as follows:

          When any Event of Default, other than an Event of Default described in
     subsections  (g),  (h) or (i) 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:...

     11.  Amendment  to Section  8.3.  The first  clause of Section 8.3 shall be
amended to read as follows:

          When any Event of Default described in subsections 8.1(g),  8.1.(h) or
     8.1(i) has occurred and is continuing,...


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<PAGE>

     12.  Amendment  to Section 9.  Section 9 of the Credit  Agreement  shall be
amended by amending the definition of "Net Income" to read as follows:

          "Net  Income"  shall  mean   consolidated  net  income  determined  in
     accordance  with generally  accepted  accounting  principles,  consistently
     applied;  provided,  however,  that for  purposes  of  Section  7.9 of this
     Agreement,  Net Income  will be  calculated  without  giving  effect to the
     Company's February 29, 2000 $30,000,000 pre-tax extraordinary charge.

     13. Defaults and Limited Waiver. The Company hereby acknowledges and agrees
that  prior to giving  any  effect to the  amendments  to the  Credit  Agreement
contained  herein,  certain  Events of Default  have  occurred  under the Credit
Agreement on account of the Borrower's  failure to comply with the provisions of
Sections 7.8, 7.9 and 7.10 for the fiscal period ending  February 29, 2000. Upon
the  effectiveness of this Amendment in accordance with Paragraph 13, below, the
Banks agree to waive the Events of Default  described  above as of February  29,
2000.  This  waiver  shall not apply to any other  Events of  Default  under the
Credit Agreement whether now existing or occurring after the date hereof.

     14. Consent to Sale of Private Label Juice Business.  Pursuant to Paragraph
8 of the Second  Amendment to Credit  Agreement and Consent dated as of December
29, 1999, the Banks consented to the sale of the Company's "private label" juice
business  substantially  on the terms  outlined on Exhibit A to that  Amendment.
Subsequent to the date of such  Amendment,  and in the process of finalizing the
terms of the sale, certain terms outlined in such Exhibit A were changed and the
sale was consummated on the terms set forth on Exhibit A hereto. The Company has
delivered the original  Cliffstar  Note to the Agent and  concurrently  with the
execution  hereof will enter into a Collateral  Pledge Agreement in favor of the
Agent with respect to the Cliffstar Note. The definition of "Loan  Documents" in
the Credit Agreement shall be amended to include the Collateral Pledge Agreement
as one of the Loan  Documents.  Subject  to the  terms  and  conditions  of this
Amendment the  undersigned  Banks hereby ratify and confirm their consent to the
sale by the Company of those assets comprising the Company's private label juice
business on the revised terms.

     15. Field Exam. The Banks hereby reserve the right to require the Agent, on
their  behalf,  to conduct a field exam of the Company  and the  Company  hereby
acknowledges  such  reservation  and agrees to  cooperate  with the Agent in its
conduct of such an exam.  The Company  further agrees that such an exam would be
at the expense of the Company.

     16. Fees.

          (a) Amendment and Waiver Fee. In  consideration  of the Banks entering
     into this Amendment and providing the waivers set forth herein, the Company
     shall  pay to the  Agent  for the pro  rata  account  of the  Banks a fully
     earned,  non-refundable  fee in the amount of Three  Hundred  Eighty  Seven
     Thousand Five Hundred Dollars  ($387,500),  which fee shall be payable upon
     execution of this Amendment.


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<PAGE>

          (b) Change of Control Fee. In the event of a sale of substantially all
     of the assets of the Company or a majority of the outstanding  stock of the
     Company in one transaction or a series of related transactions, the Company
     agrees to pay to the Agent,  for the pro-rata  account of the Banks a fully
     non-refundable  fee in an amount equal to three fourths  percent  (.75%) of
     the  Revolving  Credit  Commitment.  The  provision in this  Amendment  for
     payment of such fees shall not  constitute  consent to such an action where
     required pursuant to the Credit Agreement.

     17.  Effectiveness.  This Amendment shall become  effective as of April 13,
2000 upon the Agent's  receipt of a copy of this  Amendment duly executed by the
Company and the Banks, together with the following:

          (a) a Collateral Pledge Agreement executed by the Company with respect
     to the Note to the  Company  from  the  Buyer of its  private  label  juice
     business;

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

          (c) Payment of the  amendment  and waiver fee  described  in Paragraph
     16(a), above.

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

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

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

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

          (d) Except as provided in Paragraph 13, above,  as of the date of this
     Amendment  no Event of Default,  or default  which with the passage of time
     would


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<PAGE>

     constitute an Event of Default under the Credit Agreement, has occurred and
     is continuing; and

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

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

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

     20. Miscellaneous.

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

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

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

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


                            [Signatures on next page]


                                       8
<PAGE>

     If  this  Third  Amendment  to  Credit  Agreement  and  Limited  Waiver  is
satisfactory  to you,  please  sign  the form of  acceptance  below.  Dated  and
effective as of the 13th day of April, 2000.

                                       Very truly yours,

                                       NORTHLAND CRANBERRIES, INC.


                                       By: /s/ John Swendrowski
                                          ------------------------------------
                                          Chairman and Chief Executive Officer

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

                                        FIRSTAR BANK, N. A.


                                        By: /s/ Randy D. Olver
                                            -----------------------------------

                                        Address:

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


                                        NORWEST BANK MINNESOTA, N. A.


                                        By:____________________________________
                                        Its:___________________________________

                                        Address:

                                        Sixth Street and Marquette Avenue
                                        MAC N9305-114
                                        Minneapolis, Minnesota 55479
                                        Attention: Kenneth E. LaChance,
                                                   Assistant Vice President


                                       9
<PAGE>

                                        U.S. BANK NATIONAL ASSOCIATION


                                        By: /s/ Michael Fordney
                                            -----------------------------------

                                        Address:

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


                                        BANK OF AMERICA, NATIONAL
                                         ASSOCIATION


                                        By: /s/ Edward L. Cooper III
                                            -----------------------------------

                                        Address:

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


                                        ST. FRANCIS BANK, F.S.B.


                                        By: /s/ John Tans
                                            -----------------------------------

                                        Address:

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


                                       10
<PAGE>

                                        M&I MARSHALL & ILSLEY BANK


                                        By: /s/
                                            -----------------------------------
                                             and

                                        By: /s/ Robert A. Nielsen
                                            -----------------------------------

                                        Address:

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


                                        FLEET CAPITAL CORPORATION


                                        By: /s/ Edward M. Bartkowski
                                            -----------------------------------

                                        Address:

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


                                        BANK ONE, NA


                                        By: /s/ Anthony F. Maggiore
                                            -----------------------------------

                                        Address:

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


                                       11
<PAGE>

                                        LaSALLE BANK NATIONAL ASSOCIATION


                                        By: /s/ James A. Meyer
                                            -----------------------------------

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


                                       12