NORTHLAND CRANBERRIES,
INC. 




NONQUALIFIED STOCK
OPTION
AGREEMENT FOR DIRECTORS 




        THIS
AGREEMENT, dated as of this 31st day of August, 2002 (the “Grant
Date”), by and between NORTHLAND CRANBERRIES, INC., a Wisconsin corporation (the
“Company”), and __________________________________ (“Optionee”). 



W I T N E S S E T H : 



        WHEREAS,
the Company has adopted the Northland Cranberries, Inc. 2002 Stock Option Plan (the
“Plan”), the terms of which, to the extent not stated herein are specifically
incorporated by reference in this Agreement; and 



        WHEREAS,
one of the purposes of the Plan is to permit options to purchase shares of the
Company’s Class A Common Stock, $.01 par value (“Common Stock”) to be
granted to members of the Company’s Board of Directors (a “Director”); and 



        WHEREAS,
the Optionee is now a Director, and the Company desires him to continue as a member of the
Company’s Board of Directors, and to secure or increase his stock ownership in the
Company as an added incentive for him to continue his association with the Company. 



        NOW,
THEREFORE, in consideration of the premises and of the covenants and agreement herein set
forth, the parties hereby mutually covenant and agree as follows: 



        1.    Definitions.
For the purposes of this Agreement, the following terms           shall have the meanings
set forth below:  





        “Board”
shall mean the Board of Directors of the Company. 



        “Change
of Control” shall mean the occurrence of any of the following events: 



        (a)              the
acquisition, other than solely from the Company, by any individual, entity           or
group (within the meaning of Section 13(d)(3) or Section 14(d)(2)           of
the Securities Exchange Act of 1934, as amended), other than the Company or           an
employee benefit plan of the Company, of beneficial ownership (within the
          meaning of Rule 13d-3 promulgated under the Securities Exchange Act of
          1934, as amended) of more than 50% of the combined voting power of the then
          outstanding voting securities of the Company entitled to vote generally in the
          election of Directors (the “Voting Securities”); or  





        (b)              a
reorganization, merger, consolidation or recapitalization of the Company (a
          “Business Combination”), other than a Business Combination in
          which more than 50% of the combined voting power of the outstanding voting
          securities of the surviving or resulting entity immediately following the
          Business Combination is held by the persons who, immediately prior to the
          Business Combination, were the holders of the Voting Securities; or  














        (c)              a
complete liquidation or dissolution of the Company, or a sale of all or
          substantially all of the Company’s assets.  





        “Code”
shall mean the Internal Revenue Code of 1986, as amended, and any successor statute. 



        “Committee”
shall mean the Stock Option Committee, or such other committee of the Board which may be
designated by the Board to administer the Plan. The Committee shall be composed of two or
more Directors as appointed from time to time to serve by the Board. 



        “Common
Stock” shall mean the Company’s Class A Common Stock, par value $.01 per
share, or, in the event that the outstanding Class A Common Stock is hereafter changed
into or exchanged for different stock or securities of the Company, such other stock or
securities. 



        “Company”
shall mean Northland Cranberries, Inc., a Wisconsin corporation, and (except to the extent
the context requires otherwise) any subsidiary corporation of Northland Cranberries, Inc.
as such term is defined in Section 425(f) of the Code. 



        “Disability”
shall mean Optionee’s inability, due to illness, accident, injury, physical or mental
incapacity or other disability, to carry out effectively Optionee’s duties and
obligations to the Company or to participate effectively and actively in the management of
the Company for a period of at least 90 consecutive days or for shorter periods
aggregating at least 120 days (whether or not consecutive) during any twelve-month
period, as determined in the reasonable judgment of the Board. 



        “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and any
successor statute. 



        “Fair
Market Value” shall mean, as of any applicable date: (i) if the principal
securities market on which the Common Stock is traded is a national securities exchange or
The Nasdaq National Market (“NNM”), the closing price of the Common Stock
on such exchange or NNM, as the case may be, or if no sale of the Common Stock shall have
occurred on such date, on the next preceding date on which there was a reported sale;
(ii) if the Common Stock is not traded on a national securities exchange or NNM, the
closing price on such date as reported by The Nasdaq SmallCap Market, or if no sale of the
Common Stock shall have occurred on such date, on the next preceding date on which there
was a reported sale; (iii) if the principal securities market on which the Common
Stock is traded is not a national securities exchange, NNM or The Nasdaq SmallCap Market,
the average of the bid and asked prices reported by the National Quotation Bureau, Inc.;
(iv) if not reported by the National Quotation Board, the closing price of a share of
Common Stock on the date of grant as reported on the OTC Bulletin Board; or (v) if
the price of the Common Stock is not so reported, the Fair Market Value of the Common
Stock as determined in good faith by the Committee or the Board. 



        “Option
Shares” shall mean (i) all shares of Common Stock issued or issuable upon
the exercise of the Option and (ii) all shares of Common Stock issued with respect to
the Common Stock referred to in clause (i) above by way of stock dividend or stock
split or in connection with any conversion, merger, consolidation or recapitalization or
other reorganization affecting the Common Stock. Option Shares shall continue to be Option
Shares in the hands of any holder other than Optionee (except for the Company and, to the
extent that Optionee is permitted to transfer Option Shares pursuant to paragraph 15
or 17 hereof, purchasers pursuant to a public offering under the Securities Act), and each
such transferee thereof shall succeed to the rights and obligations of a holder of Option
Shares hereunder. 




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        “Public
Sale” shall mean any sale of Option Shares to the public pursuant to an offering
registered under the Securities Act or to the public through a broker, dealer or market
maker pursuant to the provisions of Rule 144 adopted under the Securities Act. 



        “Repurchase
Option” shall mean the occurrence of any event described in paragraph 13(a). 



        “Securities Act”
shall mean the Securities Act of 1933, as amended, and any successor statute. 



        “Termination
Date” shall mean the date on which Optionee ceases to be a Director of the
Company. 



        2.    Option.  





        (a)    Terms.
The option granted hereunder (the “Option”) is for the           purchase of up
to ___________ shares of Common Stock (the “Option           Shares”) at a
price per share of $________ (the “Exercise           Price”), payable upon
exercise as set forth in paragraph 2(b)           below. The Option shall expire at
the close of business on August 31, ________ (the           “Expiration Date”),
subject to earlier expiration as provided           in paragraph 4(b) below. The
Option is not intended to be an           “incentive stock option” within the
meaning of Section 422A of           the Code.  





        (b)    Payment
of Option Price. Subject to paragraph 3 below, the Option           may be
exercised in whole or in part upon payment of an amount (the           “Option
Price”) equal to the product of (i) the Exercise           Price multiplied
by (ii) the number of Option Shares to be acquired.           Payment shall be made
in cash (including check, bank draft or money order).  





        3.    Exercisability/Vesting.
The Option granted hereunder may be exercised           only to the extent it has become
vested. Subject to acceleration under           paragraph 12 below, the Option shall
vest cumulatively and become           exercisable with respect to 25% of the Option
Shares (rounded to the nearest           whole share) on each of the first anniversary of
the date of this Agreement, the           second anniversary of the date of this
Agreement, the third anniversary of the           date of this Agreement and the fourth
anniversary of the date of this Agreement.           Unless otherwise determined by the
Committee, in the event Optionee ceases to be           a Director of the Company for any
reason, the Option shall be vested and fully           exercisable with respect to that
portion of the Option that was vested and           exercisable on the date the Optionee
ceased to be a Director of the Company and           any portion of the Option that was
not vested and exercisable on such date shall           expire and be forfeited.  





        4.    Expiration
of Option.  





        (a)    Normal
Expiration. In no event shall any part of the Option be           exercisable after
the Expiration Date set forth in paragraph 2(a) above.  





        (b)    Early
Expiration Upon Termination of Director. Any portion of the Option           that was
not vested and exercisable on the Termination Date shall expire and be
          forfeited on such date, and any portion of the Option that was vested and
          exercisable on the Termination Date shall also expire and be forfeited 45 days
          from the Termination Date, but in no event after the Expiration Date; provided that if
Optionee dies or becomes subject to any Disability,           the portion of the Option
that is vested and exercisable shall expire 180 days           from the date of Optionee’s
death or Disability, but in no event after the           Expiration Date.  





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        5.    Procedure
for Exercise. Optionee may exercise all or any portion of the           Option, to
the extent it has vested and is outstanding, at any time and from           time to time
prior to its expiration, by delivering written notice to the           Company (to the
attention of the Company’s Secretary) and Optionee’s           written
acknowledgement that Optionee has read and has been afforded an           opportunity to
ask questions of management of the Company regarding all           financial and other
information provided to Optionee regarding the Company,           together with payment
of the Option Price in accordance with the provisions of           paragraph 2(b)
above. As a condition to any exercise of the Option,           Optionee shall permit the
Company to deliver to Optionee all financial and other           information regarding
the Company it believes necessary to enable Optionee to           make an informed
investment decision, and Optionee shall make all customary           investment
representations which the Company requires.  





        6.    Securities
Laws Restrictions and Other Restrictions on Transfer of Option           Shares.
Optionee represents that, when Optionee exercises the Option,           Optionee shall be
purchasing Option Shares for Optionee’s own account and           not on behalf of
others. Optionee understands and acknowledges that federal and           state securities
laws govern and restrict Optionee’s right to offer, sell           or otherwise
dispose of any Option Shares unless Optionee’s offer, sale or           other
disposition thereof is registered under the Securities Act and state           securities
laws, or in the opinion of the Company’s counsel, such offer,           sale or
other disposition is exempt from registration or qualification           thereunder.
Optionee agrees that Optionee shall not offer, sell or otherwise           dispose of any
Option Shares in any manner which would: (i) require the           Company to file
any registration statement with the Securities and Exchange           Commission (or any
similar filing under state law) or to amend or supplement any           such filing or
(ii) violate or cause the Company to violate the Securities           Act, the rules
and regulations promulgated thereunder or any other state or           federal law.
Optionee further understands that the certificates for any Option           Shares
Optionee purchases shall bear such legends as the Company deems necessary           or
desirable in connection with the Securities Act or other rules, regulations           or
laws.  





        7.    Non-Transferability
of Option. The Option is personal to Optionee and is           not transferable by
Optionee other than by will or the laws of descent and           distribution. During
Optionee’s lifetime only Optionee (or Optionee’s           guardian or legal
representative) may exercise the Option. In the event of           Optionee’s death,
the Option may be exercised only (i) by the executor           or administrator of
Optionee’s estate or the person or persons to whom           Optionee’s rights
under the Option shall pass by will or the laws of           descent and distribution and
(ii) to the extent that Optionee was entitled           hereunder at the date of
Optionee’s death.  





        8.    Conformity
with Plan. The Option is intended to conform in all respects           with, and is
subject to all applicable provisions of, the Plan (which is           incorporated herein
by reference). Inconsistencies between this Agreement and           the Plan shall be
resolved in accordance with the terms of the Plan. By           executing and returning
the enclosed copy of this Agreement, Optionee           acknowledges Optionee’s
receipt of this Agreement and the Plan and agrees           to be bound by all of the
terms of this Agreement and the Plan.  





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        9.    Rights
of Participants. Nothing in this Agreement shall interfere with or           limit in
any way the right of the Company or its shareholders to terminate           Optionee’s
status as a Director at any time, nor confer upon Optionee any           right to
continue as a Director of the Company for any period of time. Nothing           in this
Agreement shall confer upon Optionee any right to be selected again as a           Plan
participant, and nothing in the Plan or this Agreement shall provide for           any
adjustment to the number of Option Shares subject to the Option upon the
          occurrence of subsequent events except as provided in paragraph 11 below.  





        10.    Withholding
of Taxes. The Company shall be entitled, if necessary or           desirable, to
withhold from Optionee from any amounts due and payable by the           Company to
Optionee (or secure payment from Optionee in lieu of withholding) the           amount of
any withholding or other tax due from the Company with respect to any           Option
Shares issuable under this Plan, and the Company may defer such issuance           unless
indemnified by Optionee to its satisfaction.  





        11.    Adjustments.
In the event of a reorganization, recapitalization, stock           dividend or stock
split, or combination or other change in the shares of Common           Stock, the Board
or the Committee may, in order to prevent the dilution or           enlargement of rights
under the Option, make such adjustments in the number and           type of shares
authorized by the Plan, the number and type of shares covered by           the Option and
the Exercise Price specified herein as may be determined to be           appropriate and
equitable.  





        12.    Consequences
of Change of Control. Immediately prior to a Change of           Control, the Option
shall become exercisable with respect to all of the Option           Shares which have
been granted to Optionee pursuant to the Plan upon the           effective date of the
Change of Control; provided, that any exercise of           the Option shall be
contingent upon the actual consummation of the Change of           Control.  





        13.    Right
to Purchase Option Shares.  





        (a)    Repurchase
of Option Shares. If the Company is not a reporting company           under the
Exchange Act and Optionee ceases to be a Director of the Company,           including
upon Optionee’s death, Disability, resignation or termination,           then the
Company shall have the option to repurchase all or any part of the           Option
Shares issued or issuable upon exercise of the Option, whether held by           Optionee
or by one or more of Optionee’s transferees, at the price           determined in
accordance with the provisions of paragraph 14 hereof.  





        (b)    Repurchase
Procedure. The Company may elect to purchase all or any           portion of the
Option Shares pursuant to its Repurchase Option by delivery of           written notice
(the “Repurchase Notice”) to Optionee or any           other holders of
the Option Shares within 120 days after the Termination           Date. The
Repurchase Notice shall set forth the number of Option Shares to be           acquired
from Optionee and such other holder(s), the aggregate consideration to           be paid
for such shares and the time and place for the closing of the           transaction. The
number of Option Shares to be repurchased by the Company shall           first be
satisfied to the extent possible from the Option Shares held by           Optionee at the
time of delivery of the Repurchase Notice. If the number of           Option Shares then
held by Optionee is less than the total number of Option           Shares the Company has
elected to purchase, then the Company shall purchase the           remaining shares
elected to be purchased from the other holders thereof, pro           rata according to
the number of shares held by each such holder at the time of           delivery of such
Repurchase Notice (determined as close as practical to the           nearest whole
shares).  





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        (c)    Closing
of Repurchase of Option Shares. The purchase of Option Shares           pursuant to
this paragraph 13 shall be closed at the Company’s           executive offices
within 20 days after the expiration of the 120-day period           referred to in
paragraph 13(b). At the closing, the purchaser or purchasers           shall pay the
purchase price in the manner specified in paragraph 14(b) and           Optionee and
any other holders of Option Shares being purchased shall deliver           the
certificate or certificates representing such shares to the purchaser or
          purchasers or their nominees, accompanied by duly executed stock powers. Any
          purchaser of Option Shares under this paragraph 13 shall be entitled to
          receive customary representations and warranties from Optionee and any other
          selling holders of Option Shares regarding the sale of such shares (including
          representations and warranties regarding good title to such shares, free and
          clear of any liens or encumbrances) and to require all sellers’ signatures
          to be guaranteed by a national bank or reputable securities broker.  





        14.    Purchase
Price for Option Shares.  





        (a)    Purchase
Price. The purchase price per share to be paid for the Option           Shares
purchased by the Company pursuant to paragraph 13 shall be equal to           the
Fair Market Value of such Option Shares as of the Termination Date.  





        (b)    Manner
of Payment. If the Company elects to purchase all or any part of           the Option
Shares, including Option Shares held by one or more transferees, the           Company
shall pay for such shares: (i) first, by certified check or wire           transfer
of funds to the extent such payment would not cause the Company to           violate the
Wisconsin Business Corporation Law and would not cause the Company           to breach
any agreement to which it is a party relating to the indebtedness for           borrowed
money or other material agreement; and (ii) thereafter, with a
          subordinated promissory note of the Company. Such subordinated promissory note
          shall bear interest at the rate of 8% per annum (which shall be payable
annually           in cash unless otherwise prohibited), shall have all principal payment
due on           the fifth anniversary of the date of issuance and shall be subordinated
on terms           and conditions satisfactory to the holders of the Company’s
indebtedness           for borrowed money. In addition, the Company may pay the purchase
price for such           shares by offsetting amounts outstanding under any indebtedness
or obligations           owed by Optionee to the Company.  





        15.    Restrictions
on Transfer.  





        (a)    Transfer
of Option Shares. Optionee shall not sell, pledge or otherwise           transfer any
interest in any Option Shares except pursuant to a Public Sale or           the
provisions of paragraph 13 or 17 hereof (“Exempt           Transfers”)
and except pursuant to the provisions of this           paragraph 15. At least 30 days
prior to making any transfer other than           an Exempt Transfer, Optionee shall
deliver a written notice (the “Sale           Notice”) to the Company.
The Sale Notice shall disclose in reasonable           detail the identity of the
prospective transferee(s) and the terms and           conditions of the proposed
transfer. Optionee agrees not to consummate any such           transfer until 30 days
after the Sale Notice has been delivered to the           Company, unless the parties to
the transfer have been finally determined           pursuant to this paragraph 15
prior to the expiration of such 30-day           period. (The date of the first to occur
of such events is referred to herein as           the “Authorization Date”).  





        (b)    First
Refusal Rights. The Company may elect pursuant to this           paragraph 15 to
purchase all (but not less than all) of the Option Shares           to be transferred by
Optionee upon the same terms and conditions as those set           forth in the Sale
Notice by delivering a written notice of such election to           Optionee within 20 days
after the receipt of the Sale Notice by the           Company. The Company shall be given
up to 30 days (after delivery of such           written notice) to consummate the
purchase and sale of Option Shares. If the           Company has not elected to purchase
all of the Option Shares specified in the           Sale Notice, Optionee may transfer
the Option Shares specified in the Sale           Notice at a price and on terms no more
favorable to the transferee(s) thereof           than specified in the Sale Notice during
the 60-day period immediately following           the Authorization Date. Any Option
Shares not transferred within such 60-day           period shall be subject to the
provisions of this paragraph 15(b) upon           subsequent transfer.  





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        (c)    Certain
Permitted Transfers. The restrictions contained in this           paragraph 15
shall not apply with respect to transfers of Option Shares           (i) pursuant to
applicable laws of descent and distribution or           (ii) among Optionee’s
family group; provided that the           restrictions contained in this paragraph
shall continue to be applicable to the           Option Shares after any such transfer
and the transferees of such Option Shares           have agreed in writing to be bound by
the provisions of this Agreement.           Optionee’s “family group” means
Optionee’s spouse and           descendants.  





        (d)    Termination
of Restrictions. The restrictions on the transfer of Option           Shares set
forth in this paragraph 15 shall continue with respect to each           Option
Share until the date on which such Option Share has been transferred in a
          transaction permitted by this paragraph (except in a transaction contemplated
by           paragraph 15(c)).  





        16.    Additional
Restrictions on Transfer.  





        (a)    Restrictive
Legend. The certificates representing the Option Shares shall           bear the
following legend:  





	 	
“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON ________, HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND
CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION AGREEMENT BETWEEN THE COMPANY AND _____________________ DATED AS OF AUGUST 31, ______, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER
HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” 






        (b)    Opinion
of Counsel. Optionee may not sell, transfer or dispose of any           Option Shares
(except pursuant to an effective registration statement under the           Securities
Act) without first delivering to the Company an opinion of counsel           reasonably
acceptable in form and substance to the Company that registration           under the
Securities Act or any applicable state securities law is not required           in
connection with such transfer.  





        (c)    Holdback.
Optionee agrees not to effect any public sale or distribution           of any equity
securities of the Company, or any securities convertible into or           exchangeable
or exercisable for such securities, during the seven days prior to           and the 180
days after the effectiveness of any underwritten Demand Registration           or any
underwritten Piggyback Registration (as such terms are defined in the
          Registration Agreement), except as part of such underwritten registration if
          otherwise permitted.  





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        17.    Sale
of the Company.  





        (a)    Consent
to Sale of Company. If the Board approves a sale of the Company           which
constitutes a Change of Control to an independent third party (whether by
          merger, consolidation, sale of all or substantially all of its assets or sale
of           all of the outstanding Common Stock) (the “Approved Sale”)
and           the Approved Sale is structured as a sale of stock, Optionee shall agree to
sell           all of the Option Shares and rights to acquire Option Shares on the terms
and           conditions approved by the Board and the holders of a majority of the
Common           Stock then outstanding. For purposes of this paragraph 17, an
          “independent third party” is any person who does not own in excess of
          5% of the Company’s Common Stock on a fully-diluted basis, who is not
          controlling, controlled by or under common control with any such 5% owner of
the           Company’s Common Stock and who is not the spouse, ancestor or
descendant           (by birth or adoption) of any such 5% owner of the Company’s
Common Stock.  





        (b)    Purchaser
Representative. If the Company or the holders of the           Company’s
securities enter into any negotiation or transaction for which           Rule 506
(or any similar rule then in effect) promulgated by the Securities           Exchange
Commission may be available with respect to such negotiation or           transaction
(including a merger, consolidation or other reorganization),           Optionee shall, at
the request of the Company, appoint a purchaser           representative (as such term is
defined in Rule 501) reasonably acceptable           to the Company. If Optionee
appoints the purchaser representative designated by           the Company, the Company
shall pay the fees of such purchaser representative,           but if Optionee declines
to appoint the purchaser representative designated by           the Company Optionee
shall appoint another purchaser representative (reasonably           acceptable to the
Company), and Optionee shall be responsible for the fees of           the purchaser
representative so appointed.  





        18.    Remedies.
The parties hereto shall be entitled to enforce their rights           under this
Agreement specifically, to recover damages by reason of any breach of           any
provision of this Agreement and to exercise all other rights existing in           their
favor. The parties hereto acknowledge and agree that money damages would           not be
an adequate remedy for any breach of the provisions of this Agreement and           that
any party hereto may, in its sole discretion, apply to any court of law or
          equity of competent jurisdiction for specific performance and/or injunctive
          relief (without posting bond or other security) in order to enforce or prevent
          any violation of the provisions of this Agreement.  





        19.    Amendment.
Except as otherwise provided herein, any provision of this           Agreement may be
amended or waived only with the prior written consent of           Optionee and the
Company.  





        20.    Successors
and Assigns. Except as otherwise expressly provided herein,           all covenants
and agreements contained in this Agreement by or on behalf of any           of the
parties hereto shall bind and inure to the benefit of the respective           successors
and permitted assigns of the parties hereto whether so expressed or           not.  





        21.    Severability.
Whenever possible, each provision of this Agreement shall           be interpreted in
such manner as to be effective and valid under applicable law,           but if any
provision of this Agreement is held to be prohibited by or invalid           under
applicable law, such provision shall be ineffective only to the extent of           such
prohibition or invalidity, without invalidating the remainder of this
          Agreement.  





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        22.    Counterparts.
This Agreement may be executed simultaneously in two or           more counterparts, each
of which shall constitute an original, but all of which           taken together shall
constitute one and the same Agreement.  





        23.    Descriptive
Headings. The descriptive headings of this Agreement are           inserted for
convenience only and do not constitute a part of this Agreement.  





        24.    Governing
Law. The corporate law of Wisconsin shall govern all questions           concerning
the relative rights of the Company and its stockholders. All other           questions
concerning the construction, validity and interpretation of this           Agreement
shall be governed by the internal law, and not the law of conflicts,           of
Wisconsin.  





        25.    Notices.
All notices, demands or other communications to be given or           delivered under or
by reason of the provisions of this Agreement shall be in           writing and shall be
deemed to have been given when delivered personally or           mailed by certified or
registered mail, return receipt requested and postage           prepaid, to the
recipient. Such notices, demands and other communications shall           be sent to
Optionee and to the Company at the addresses indicated below:  






        (a)
     If to the Optionee: 






        (b)
     If to the Company: 





	 	
Northland
Cranberries, Inc.
                            2930 Industrial Street

  P.O. Box 8020
 Wisconsin Rapids, WI 54495
Attention:  Chief Executive Officer
                    Vice President - Legal/Secretary
                           
Telecopy No.:  (715) 422-6897







	 	
with
a copy to:







	 	
Sun
Northland, LLC
c/o Sun Capital Advisors II, L. P.

5200 Town Center Circle, Suite 470

Boca Raton, Florida  33486

Attention:  Marc J. Leder

                    Rodger R. Krouse

                    C. Deryl Couch, Esq.

Telecopy No.:  561) 394-0540









-9- 










or to such other address or to the
attention of such other person as the recipient party has specified by prior written
notice to the sending party. 



        26.    Submission
to Jurisdiction. Optionee hereby agrees to submit to the           jurisdiction of
any state or federal court sitting in Milwaukee, Wisconsin, in           any action or
proceeding arising out of or relating to this Agreement and agree           that all
claims in respect of the action or proceeding may be heard and           determined in
any such court. Optionee also agrees not to bring any action or           proceeding
arising out of or relating to this Agreement in any other court.           Optionee
hereby waives any defense of inconvenient forum to the maintenance of           any
action or proceeding so brought and waives any bond, surety, or other           security
that might be required of any other party with respect thereto. The           Company may
make service on Optionee by sending or delivering a copy of the           process to
Optionee to be served at Optionee’s address listed above.           Nothing in this
paragraph, however, shall affect the right of any party to bring           any action or
proceeding arising out of or relating to this Agreement in any           other court or
to serve legal process in any other manner permitted by law or at           equity.
Optionee agrees that a final judgment in any action or proceeding so           brought
shall be conclusive and may be enforced by suit on the judgment or in           any other
manner provided by law or at equity.  





        27.    Entire
Agreement. This Agreement constitutes the entire understanding           between
Optionee and the Company, and supersedes all other agreements, whether           written
or oral, with respect to the acquisition by Optionee of Common Stock of           the
Company.  





        IN
WITNESS WHEREOF, the Company and Optionee have executed this Agreement on as of the date
first above written. 







		NORTHLAND CRANBERRIES, INC.
	

By	 	


	 
		 		 
		 		 






        The
undersigned hereby acknowledges having read this Agreement and the Plan and hereby agrees
to be bound by all provisions set forth herein and in the Plan. 



		OPTIONEE
	

By	 	


	 
		 		 













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