THIRD AMENDMENT TO
                               ------------------
                      AMENDED AND RESTATED CREDIT AGREEMENT
                      -------------------------------------


     THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the
"Amendment"), is entered into as of the 30th day of May, 2003, by and among
NORTHLAND CRANBERRIES, INC. (the "Company"), U.S. BANK NATIONAL ASSOCIATION
("U.S. Bank"), and ST. FRANCIS BANK, F.S.B. ("St. Francis Bank"). U.S. Bank and
St. Francis Bank shall sometimes be referred to individually herein as the
"Signing Banks".

                                 R E C I T A L S

     The Company, the Banks and ARK CLO 2000-1 Limited ("ARK" and, collectively
with the Signing Banks, the "Banks") are parties to that certain Amended and
Restated Credit Agreement dated as of November 6, 2001, as amended on March 27,
2003 and May 22, 2003 (the "Credit Agreement"). Section 10.3 of the Credit
Agreement provides that the Company and Banks holding at least sixty six and
two-thirds percent (66 2/3%) of the Percentages may from time to time enter into
written amendments, supplements or modifications of the Credit Agreement for the
purpose of adding provisions to the Credit Agreement or for the purpose of
changing in any manner the rights of the Banks or of the Company thereunder. The
Signing Banks hold (73.384149%) of the Percentages and, therefore, constitute
"Required Banks" under the Credit Agreement. Accordingly, the Company and the
Signing Banks wish to amend the Credit Agreement as hereinafter described to
reflect modifications to the EBITDA covenant for the months of May and June,
2003.

     NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

     1. Capitalized Terms. All capitalized terms used in this Amendment and not
otherwise defined herein shall have the meaning given such terms in the Credit
Agreement.

     2. Amendment to Section 7.10. Section 7.10 of the Credit Agreement shall be
amended to read in its entirety as follows:

          "7.10 Minimum EBITDA. The Company shall maintain EBITDA of not less
     than the required amount set forth in the following table for the
     applicable period set forth opposite thereto:



<PAGE>

     Applicable Amount                    Applicable Period
     -----------------                    -----------------

        $  (987,028)       For the 3 month period ending January 31, 2002
        $   386,998        For the 4 month period ending February 28, 2002
        $  (373,332)       For the 5 month period ending March 31, 2002
        $  (317,848)       For the 6 month period ending April 30, 2002
        $  (322,906)       For the 7 month period ending May 31, 2002
        $  (623,186)       For the 8 month period ending June 30, 2002
        $   940,486        For the 9 month period ending July 31, 2002
        $ 1,919,009        For the 10 month period ending August 31, 2002
        $ 2,198,273        For the 11 month period ending September 30, 2002
        $ 2,663,940        For the 12 month period ending October 31, 2002
        $ 2,544,056        For the 12 month period ending November 30, 2002
        $ 5,123,200        For the 12 month period ending December 31, 2002
        $ 6,100,983        For the 12 month period ending January 31, 2003
        $ 5,849,227        For the 12 month period ending February 28, 2003
        $ 7,689,471        For the 12 month period ending March 31, 2003
        $ 8,576,212        For the 12 month period ending April 30, 2003
        $ 8,000,000        For the 12 month period ending May 31, 2003
        $ 9,000,000        For the 12 month period ending June 30, 2003
        $10,993,723        For the 12 month period ending July 31, 2003
        $11,260,402        For the 12 month period ending August 31, 2003
        $12,518,959        For the12 month period ending September 30, 2003
        $12,600,000        For the 12 month period ending October 31, 2003 and
                           each rolling twelve month period (measured at the end
                           of each fiscal month) thereafter


     3. Representations and Warranties. To induce the Signing Banks to enter
into this Amendment, the Company represents and warrants to the Banks, which
representations and warranties shall survive the execution hereof, as follows:

          (a) The execution, delivery and performance by the Company of this
     Amendment are within its corporate powers, have been duly authorized by all
     necessary corporate action and do not and will not contravene or conflict
     with any provision of law applicable to the Company, or any charter or
     Bylaw provision of the Company or any order, judgment or decree of any
     court or other agency of government or any indenture or material agreement
     of or affecting the Company or to any of its Properties; and

          (b) The Credit Agreement as amended as of the date hereof is the
     legal, valid and binding obligation of the Company enforceable against the
     Company in accordance with its terms except as may be limited by (i)
     bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or
     other similar laws or judicial decisions for the relief of


<PAGE>

     debtors or the limitation of creditors' rights generally; and (ii) any
     equitable principles relating to or limiting the rights of creditors
     generally.

     4. Conditions. The effectiveness of the provisions of this Amendment is
subject to there being no Default or Event of Default under the Credit Agreement
in existence as of the date hereof.

     5. Miscellaneous.

          (a) Costs and Expenses. As provided in Section 10.4 of the Credit
     Agreement, the Company shall pay, on demand, all reasonable out-of-pocket
     costs and expenses of the Agent and the Signing Banks in connection with
     the negotiation, preparation, execution and delivery of this Amendment and
     the other instruments and documents to be delivered in connection herewith,
     including the fees and expenses of counsel for the Agent with respect to
     all of the foregoing.

          (b) Binding Nature. This Agreement shall be binding upon each of 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 Term Notes.

          (c) Governing Law. This Agreement shall be governed by and construed
     in accordance with the internal laws of the State of Wisconsin.

          (d) Counterparts. This Agreement may be executed in any number of
     counterparts, and each such counterpart shall be deemed to be an original,
     but all such counterparts together shall constitute but one and the same
     document.

          (e) References. Any reference to the Credit Agreement contained in any
     notice, request, certificate or other document executed concurrently with
     or after the execution and delivery of this Amendment shall be deemed to
     include this Amendment unless the context shall otherwise require.

          (f) Breach. A breach of this Amendment shall constitute a breach of
     the Credit Agreement and the Banks shall be entitled to all rights and
     remedies thereunder.

          (g) Continued Effectiveness. The Credit Agreement, as amended hereby,
     and each of the other Loan Documents remains in full force and effect and
     shall continue to govern the parties thereto.

<PAGE>

     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date set forth above.

                                   NORTHLAND CRANBERRIES, INC.


                                   By: /s/ John Swendrowski
                                      ------------------------------------------
                                      John Swendrowski, CEO

                                   U.S. BANK NATIONAL ASSOCIATION


                                   By: /s/ John Stichnoth
                                      ------------------------------------------
                                      John Stichnoth, Vice President


                                   ST. FRANCIS BANK, F.S.B


                                   By: /s/ Paul W. Jelacic
                                      ------------------------------------------
                                      Paul W. Jelacic, Vice President