COLLATERAL PLEDGE AGREEMENT

                              Date: April 13, 2000



BORROWER: NORTHLAND CRANBERRIES, INC.
          800 First Avenue South
          Wisconsin Rapids, Wisconsin  54495-8020

AGENT:    FIRSTAR BANK, N.A.
          777 East Wisconsin Avenue
          Milwaukee, Wisconsin  53202
          Attention: Randy D. Olver, Senior Vice President

     1. Security Interest and Collateral.  To secure the payment and performance
of each and every debt,  liability and obligation of every type and  description
which Northland Cranberries,  Inc., a Wisconsin corporation (the "Company"), may
now or at any time  hereafter  owe under or arising out of that  certain  Credit
Agreement dated as of March 15, 1999, as amended as of May 1, 1999, December 29,
1999 and on the date hereof (as so amended, the "Credit  Agreement"),  among the
Company,  Firstar  Bank,  N.A.,  as agent (the  "Agent")  and certain  financial
institutions  (together  with  their  respective  successors  and  assigns,  the
"Banks")  enumerated in the Credit  Agreement  (whether such debt,  liability or
obligation now exists or is hereafter created or incurred,  and whether it is or
may be direct or indirect, due or to become due, absolute or contingent, primary
or  secondary,  liquidated  or  unliquidated,  or  joint,  several  or joint and
several;  all such debts,  liabilities and obligations being herein collectively
referred to as the "Obligations"), the Company hereby grants the Agent, as agent
for itself and the other Banks, a security interest (herein called the "Security
Interest")  in and with respect to the entire  right,  title and interest of the
Company in that  certain  Promissory  Note dated  March 8, 2000 in the  original
principal amount of $28,000,000 payable by Cliffstar  Corporation  ("Cliffstar")
to the Company (the  "Cliffstar  Note"),  together with all rights in connection
with such property,  including,  without limitation,  all principal and interest
payable on the  Cliffstar  Note (herein  called the  "Collateral").  Capitalized
terms used herein and not defined  shall have the meanings  assigned  thereto in
the Credit Agreement.

     2.  Representations,  Warranties  and  Covenants.  The Company  represents,
warrants and covenants that:

          (a) The Company will duly endorse, in blank, each and every instrument
     constituting  Collateral  by  signing  on said  instrument  or by signing a
     separate document of assignment or transfer, if requested by the Agent.

          (b) The Company is the owner of the  Collateral  free and clear of all
     liens,  encumbrances,  security  interests  and  restrictions,  except  the
     Security  Interest,  any  restrictive  legend  appearing on any  instrument
     constituting Collateral and any Permitted Liens.
<PAGE>

          (c) The Company will keep the  Collateral  free and clear of all liens
     encumbrances  and  security  interests,  except the  Security  Interest and
     Permitted Liens.

          (d) The Company will pay,  when due, all taxes and other  governmental
     charges levied or assessed upon or against the Collateral.

          (e) At any time,  upon request by the Agent,  the Company will deliver
     to  the  Agent  all  notices,   financial  statements,   reports  or  other
     communications  received  by the  Company  as an  owner  or  holder  of the
     Collateral.

     3. Rights of the Agent.  The Company  agrees that the Agent may at any time
after the  occurrence  of a Default and without  notice or demand of any kind to
the Company,  (i) notify Cliffstar or the obligor on or issuer of any Collateral
to make payment to the Agent of any amounts due or distributable thereon for the
pro-rata  accounts of the Banks;  (ii) in the Company's name or the Agent's name
enforce collection of any Collateral by suit or otherwise, or surrender, release
or exchange all or any part of it, or compromise, extend or renew for any period
any obligation  evidenced by the  Collateral;  (iii) receive all proceeds of the
Collateral;  and (iv) hold any increase or profits  received from the Collateral
as additional security for the Obligations,  except that any money received from
the  Collateral  shall,  at the Agent's  option,  be applied in reduction of the
Obligations for the pro-rata accounts of the Banks, in such order of application
as the Agent may determine, or be remitted to the Company.

     4. Events of Default. Each of the following occurrences shall constitute an
event of default under this Agreement  (herein  called "Event of Default"):  (i)
the  Company  shall  fail to pay any or all of the  Obligations  when due  after
giving  effect to any grace or cure  period or shall  fail to observe or perform
any  covenant or  agreement  herein  binding on it  contained  herein;  (ii) any
representation or warranty by the Company set forth in this Agreement or made to
the Agent in any financial statements or reports submitted to the Agent by or on
behalf of the Company shall prove  materially false or misleading as of the date
when made; or (iii) an Event of Default shall occur under the Credit Agreement.

     5.  Remedies  upon Event of  Default.  Upon the  occurrence  and during the
continuance of an Event of Default and in addition to any remedies the Agent may
have under Paragraph 3, above,  the Agent may exercise,  upon instruction of the
Required Banks, any one or more of the following rights or remedies on behalf of
the Banks:  (i) declare all  unmatured  Obligations  to be  immediately  due and
payable in accordance with the terms of the Credit Agreement, and the same shall
thereupon be immediately due and payable, without presentment or other notice or
demand;  (ii) exercise and enforce any or all rights and remedies available upon
default to the Banks under the Uniform Commercial Code as in effect from time to
time in the State of Wisconsin, including the right, upon thirty (30) days prior
written notice to Company by the Agent of its intent to sell the Collateral,  to
offer and sell the Collateral privately to purchasers who will agree to take the
Collateral for investment and not with a view to distribution and who will agree
to the imposition of restrictive  legends on the  instruments  representing  the
Collateral, and the right to arrange for a sale which would otherwise qualify as
exempt from registration under the Securities Act of 1933; and (iii) upon thirty
(30) days prior written  notice to Company


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by the Agent  exercise or enforce any or all other rights or remedies  available
to the Agent by law or agreement  against the  Collateral or against the Company
or any other person with respect to the Collateral.

     6. Miscellaneous.  Any disposition of the Collateral in the manner provided
in Paragraph 5 shall be deemed  commercially  reasonable.  This Agreement can be
waived, modified,  amended,  terminated or discharged, and the Security Interest
can be released, only explicitly in a writing made in accordance with the Credit
Agreement.  Any  modification  or amendment to this Agreement must be in writing
signed by the Company, the Agent, and the Required Banks. A waiver signed by the
Agent and the Required  Banks shall be effective  only in the specific  instance
and for the  specific  purpose  given.  Mere  delay or  failure to act shall not
preclude  the  exercise or  enforcement  of any of the rights or remedies of the
Banks.  All rights and  remedies  of the Banks  shall be  cumulative  and may be
exercised  singularly or concurrently,  at the option of the Required Banks, and
the exercise or  enforcement  of any one such right or remedy shall neither be a
condition  to nor bar the  exercise  or  enforcement  of any other.  All notices
hereunder  shall  be  deemed  sufficiently  given  if  delivered  or  mailed  in
accordance with the applicable notice  provisions of the Credit  Agreement.  The
Agent's duty of care with respect to Collateral in its possession (as imposed by
law)  shall be  deemed  fulfilled  if the  Agent  exercises  reasonable  care in
physically  safekeeping  such  Collateral  or, in the case of  Collateral in the
custody or possession of a bailee or other third  person,  exercises  reasonable
care in the  selection of the bailee or other third  person,  and the Agent need
not otherwise preserve,  protect,  insure or care for any Collateral.  The Agent
shall not be obligated to preserve any rights the Company may have against prior
parties,  to exercise at all or in any particular manner any voting rights which
may be available with respect to any Collateral, to realize on the Collateral at
all or in any  particular  manner or order,  or to apply  any cash  proceeds  of
Collateral in any particular  order of  application.  The Company will reimburse
the Agent  for all  expenses  (including  reasonable  attorneys'  fees and legal
expenses) incurred by the Agent in the protection, defense or enforcement of the
Security  Interest,  including expenses incurred in any litigation or bankruptcy
or insolvency proceedings. This Agreement shall be binding upon and inure to the
benefit   of  the   Company   and  the  Banks  and   their   respective   heirs,
representatives, successors and assigns and shall take effect when signed by the
Company and delivered to the Agent, and the Company waives notice of the Agent's
or the  Banks'  acceptance  hereof.  If any  provision  or  application  of this
Agreement is held unlawful or unenforceable  in any respect,  such illegality or
unenforceability  shall not affect other provisions or applications which can be
given  effect,  and this  Agreement  shall be  construed  as if the  unlawful or
unenforceable  provision  or  application  had never  been  contained  herein or
prescribed  hereby.  All  representations  and  warranties   contained  in  this
Agreement  shall  survive  the  execution,  delivery  and  performance  of  this
Agreement and the creation and payment of the Obligations.  This Agreement shall
be governed by the  internal  laws  (other than  conflict  laws) of the State of
Wisconsin.  Each party  consents to the personal  jurisdiction  of the state and
federal  courts  located in the  Milwaukee,  Wisconsin,  in connection  with any
controversy related to this Agreement.


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<PAGE>

     THE  PARTIES  WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR  PROCEEDING
BASED ON OR PERTAINING TO THIS AGREEMENT.


                                       NORTHLAND CRANBERRIES, INC.



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



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