TOLL PROCESSING
AGREEMENT 



BY AND BETWEEN 



NORTHLAND CRANBERRIES,
INC. 



and 



OCEAN SPRAY
CRANBERRIES, INC. 



September 23, 2004 












TABLE OF CONTENTS 





			Page
	
1.	APPOINTMENT; TERM OF AGREEMENT	1 
	
2.	PROCESSING SERVICES	2 
	
3.	GUARANTEED CONCENTRATE PRODUCED PER BARREL OF NORTHLAND DELIVERIES	6 
	
4.	DELIVERY FORECASTS; DELIVERIES	7 
	
5.	SHIPMENT FORECASTS; SHIPMENT ORDERS; PURCHASE OF NON-COMMITTED CONCENTRATE	9 
	
6.	INGREDIENTS AND PACKAGING MATERIAL	12 
	
7.	OWNERSHIP	13 
	
8.	QUALITY CONTROL	14 
	
9.	CODES AND PALLETS	15 
	
10.	SPECIFICATIONS	15 
	
11.	INSURANCE	16 
	
12.	FEES	17 
	
13.	RECORDS AND REPORTS	18 
	
14.	CONFIDENTIAL INFORMATION	18 
	
15.	LABELING AND DISCLAIMER OF INTEREST IN NORTHLAND TRADEMARKS	19 
	
16.	LIENS AND SECURITY INTERESTS	20 
	
17.	WARRANTIES	20 
	
18.	INDEMNIFICATION	21 
	
19.	TERMINATION AND RETURN OF PROPERTY	23 
	
20.	OTHER OBLIGATIONS	24 
	
21.	DEFINITIONS	25 
	
22.	MISCELLANEOUS	28 







i 












EXHIBITS 


			
	Exhibit 1	—	Pesticide Screening Services
	Exhibit 2	—	Procedures and Standards--Northland Products
	Exhibit 3	—	Specifications for Concentrate
	Exhibit 4	—	Fee Schedule
	Exhibit 5	—	Guarantee Schedule
	Exhibit 6	—	Initial Representatives
	Exhibit 7	—	Allowable Acreage
	Exhibit 8	—	Eagle River Growers and Acreage


































ii 













TOLL PROCESSING
AGREEMENT 



        THIS
TOLL PROCESSING AGREEMENT (the “Agreement”) is entered into as of the
23rd day of September, 2004, by and between NORTHLAND CRANBERRIES, INC., a
Wisconsin corporation (“Northland”), and OCEAN SPRAY CRANBERRIES, INC., a
Delaware corporation (“Ocean Spray”). 



RECITALS 



        WHEREAS,
Northland desires to engage Ocean Spray to perform certain services (as more specifically
set forth herein) related to the processing of cranberries, and Ocean Spray desires to
accept such engagement upon the terms and subject to the conditions set forth in this
Agreement. 



        NOW,
THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth,
and intending to be legally bound, Northland and Ocean Spray mutually agree as follows: 



    1.    APPOINTMENT;
TERM OF AGREEMENT 



        A.    Appointment.
Northland hereby appoints Ocean Spray as the processor of           the Northland
Products and Ocean Spray hereby accepts such appointment, subject           to the terms
and conditions of this Agreement. Except as set forth in the last           sentence of
Section 4.B., Northland shall submit to Ocean Spray all           of its
Northland Products up to the Maximum Deliveries for processing into
          concentrates. Ocean Spray shall be obligated to provide the Services with
          respect to all deliveries of Northland Products on the terms set forth herein;
          provided that Ocean Spray shall not be obligated to provide the Services for
          deliveries of Northland Products in excess of the Maximum Deliveries for any
          Year this Agreement is in effect; and provided further that Ocean Spray will be
          obligated to provide the Services for deliveries of Northland Products in
excess           of the Maximum Deliveries if Ocean Spray exercises the Excess Products
Option           (as defined herein).  




        B.    Option.
After there has been a Change in Control, Ocean Spray shall have           the option
(the “Excess Products Option”), exercisable each calendar           year of
this Agreement, to require Northland to submit for processing into           Concentrate
under the terms and conditions of this Agreement the Northland           Products in
excess of the Maximum Deliveries, exercisable only in accordance           with this Section 1.B.
Ocean Spray may elect or decline to exercise           the Excess Products Option at any
time by delivering written notice of its           intention to do so to Northland. If
Ocean Spray provides Northland with a           “Timely Declination Notice” (as
defined below), then Ocean Spray           shall, at the rate set forth in Exhibit 4,
receive, clean and bin           the Northland Products in excess of the Maximum
Deliveries for the complete           first harvest following the date of such Timely
Declination Notice, provided           that if Northland takes any action that would
increase the Allowable Acreage           after a Change in Control, then Ocean Spray
shall not be obligated to receive,           clean or bin any cranberries harvested from
such additional acreage. If Ocean           Spray delivers to Northland an “Untimely
Declination Notice” (as           defined below), or fails prior to the start of the
harvest in any given calendar           year to provide any notice regarding its decision
of whether to exercise or           decline the Excess Products Option, then Ocean Spray
shall receive, clean, bin           and process into Concentrate all of the Northland
Products in excess of the           Maximum Deliveries in accordance with its obligations
under Section 2.A. for the first harvest after Northland receives an
          Untimely Declination Notice or Ocean Spray fails to provide any notice
regarding           its decision to exercise, and such Concentrate shall be subject to
all of the           provisions of this Agreement and Ocean Spray also shall be obligated
to receive,           clean and bin the Northland Products in excess of the Maximum
Deliveries for the           next following harvest, provided that if Northland takes any
action that would           increase the Allowable Acreage after a Change in Control,
then Ocean Spray shall           not be obligated to receive, clean, bin or process any
cranberries harvested           from such additional acreage. If Ocean Spray declines or
fails to exercise the           Excess Products Option for any calendar year, then the
Excess Products Option           shall lapse with respect to all subsequent calendar
years for the Term of this           Agreement, and Ocean Spray shall not have the right
to exercise the Excess           Products Option in any future years. For any calendar
year during which Ocean           Spray provides a notice of exercise of the Excess
Products Option to Northland,           Northland shall be required to submit for
processing into Concentrate under the           terms and conditions of this Agreement
any cranberries subject to the Excess           Products Option.  













        For
purposes of this Section 1.B., a “Timely Declination Notice” shall
mean and include any written notice by Ocean Spray to Northland of Ocean Spray’s
intention not to exercise the Excess Products Option which is delivered by Ocean Spray to
Northland: (a) in the year under this Agreement during which Ocean Spray receives
from Northland a notice of a Change in Control, by the later of: (i) April 1 of
the relevant year; or (ii) 30 days following Ocean Spray’s receipt of
Northland’s Change in Control notice; (b) in any year under this Agreement
subsequent to the Year in which Ocean Spray receives a Change in Control notice from
Northland, by April 1 of such year; and (c) in any year in which Northland
delivers to Ocean Spray an update to the schedule of Allowable Acreage as required by
Section 4.A., within fifteen (15) days of Ocean Spray’s receipt of such
schedule update, in which case the Excess Products Option shall apply only to the acres
listed on such schedule update. 



        For
purposes of this Section 1.B. of this Agreement, an “Untimely Declination
Notice” shall mean any notice by Ocean Spray of its decision not to exercise its
Excess Products Option which is not a Timely Declination Notice. 



        C.    Term.
Unless terminated earlier in accordance with Section 19, the           term of
this Agreement (the “Term”) shall be for the period           commencing
on the date hereof (the “Effective Date”) and ending           on
September 30, 2014. In the event this Agreement terminates as of September           30,
2014 and is not renewed or amended at such time, Ocean Spray shall have no
          obligation for receiving or processing the harvest of cranberries in 2014, but
          Ocean Spray shall have the purchase obligations specified in Section 5.E.
          in October, 2014.  




        D.    Northland
Obligations. Northland agrees that the only cranberries to be           sent to Ocean
Spray for processing will be the cranberries harvested from the           Allowable
Acreage. Northland shall promptly (no later than 5 business days)           notify Ocean
Spray if it learns that any of the cranberries sent to Ocean Spray           for
processing were not harvested on the Allowable Acreage. Northland covenants           to
Ocean Spray that all cranberry marshes which are included in the Allowable
          Acreage shall be subject to the terms and conditions of this Agreement,
          provided, however, that Ocean Spray acknowledges that with respect to any third
          party contract growers (other than with respect to John Swendrowski, his
          spouse, or trusts for the benefit of his children) on the date of this
Agreement           this covenant only applies to the extent those rights are not
inconsistent with           the existing contracts with third party growers. In the event
any third party           contracts are inconsistent with the terms of this Agreement,
Northland agrees to           use commercially reasonable efforts to amend the terms of
those contracts with           third party growers which are inconsistent with the terms
of this Agreement to           make the agreements consistent with the terms of this
Agreement as soon as           reasonably possible after the date hereof. Northland
agrees not to enter into           any new contract with third party growers unless the
terms of such contract are           consistent with the terms of this Agreement.  





2 









        E.    Covenants.
Northland agrees that Ocean Spray shall be the exclusive           receiver and processor
for cranberries produced on the Allowable Acreage and           processed in accordance
with and subject to the terms of this Agreement;           provided that Northland shall
be permitted to use a processor other than Ocean           Spray for any cranberries that
are subject to a Final Rejection. Northland           agrees that during the entire Term
it will use commercially reasonable efforts           to enter into and maintain in
effect with John Swendrowski, his spouse, a trust           for the benefit of his
children or an entity controlled directly or indirectly           by John Swendrowski as
applicable, a standard-form “grower’s           agreement” on terms
mutually acceptable to Northland and John Swendrowski,           which terms are not
inconsistent with this Agreement and which terms are no less           favorable to the
party counter to Northland than the terms of Northland’s           current form of
agreement with its contract growers covering all cranberries (1)           grown on
marshes owned (directly or indirectly) or leased by John Swendrowski,           or his
spouse or trusts for the benefit of his children or any entity controlled
          directly or indirectly by John Swendrowski , and (2) purchased under any grower
          contract by and between John Swendrowski or his spouse or trusts for the
benefit           of his children, or any entity controlled directly or indirectly by
John           Swendrowski on the one hand and any third party contract growers on the
other           hand.  




    2.    PROCESSING
SERVICES 



        A.    Ocean
Spray’s Obligations. Subject to the provision of the           Transitional
Services by Northland during the Lease Term as set forth in Section 2.C. of this
Agreement, Ocean Spray shall, during the Term,           supply the following processing
services (the “Services”) set forth in Section 2.A.1-5 with respect to
the deliveries of Northland Products,           including all labor, supplies, plant and
equipment and the operation of the           plant and equipment necessary to render the
Services. Northland acknowledges           that Ocean Spray may change its standards and
procedures described on Exhibits 1, 2 and 3 from time to time, provided that
material           changes will require Northland’s prior consent, which consent
will not be           unreasonably withheld. Ocean Spray shall provide Northland with
reasonable           advance notice of all non-material changes.  




	 	        1.              Pesticide
Screening Services.  







	 	        (i)              Provide
services in connection with the pesticide screening program for all           Northland
Products as described in Exhibit 1, subject to           Northland’s
obligations in Section 2.B.  







	 	        2.    Receiving
Services.  








3 









	 	        (i)              Promptly
receive, during the fruit receiving hours to be agreed upon by the           parties, the
Northland Products in quantities consistent with the forecasts           provided by
Northland to Ocean Spray and consistent with the schedule agreed to           by the
parties as provided in Sections 4.A. and B.  







	 	        (ii)              Unload
the deliveries of the Northland Products and reject any cranberries as           provided
in Section 4.C and Exhibit 2.  







	 	        (iii)              Receive,
clean and bin certain cranberries rejected as described in Section           4.C.  







	 	        (iv)              Collect
and analyze representative samples of Northland Products upon delivery
          according to the procedures and standards set forth on Exhibits 1          and
2 and retain samples and record and report the findings for each
          delivery according to the procedures and standards set forth in Exhibit 2 attached
hereto.  







	 	        (v)              Weigh
and record the net weight results for each delivery.  







	 	        (vi)              Clean
and place the delivered Northland Products into bins for freezing, or, at           Ocean
Spray’s option, send the Northland Products directly for processing.  







	 	        (vii)              Assign
a Lot code to the Northland Products to allow specific identification and
          tracking of the Northland Products during storage and throughout processing
into           Concentrate.  







	 	        (viii)              Provide
all transportation necessary to ship the cleaned Northland Products to a
          freezer location, if necessary.  







	 	        3.              Freezing
and Storage Services for Northland Products.  







	 	        (i)              Freeze
(unless the Northland Products were directly processed into Concentrate),           store
and track the inventory of the Northland Products received (and not           subject to
a Final Rejection) by Ocean Spray.  







	 	        (ii)              Provide
all required freezer facilities for the Northland Products.  







	 	        (iii)              Manage
the storage and freezing process in accordance with the procedures set           forth on
Exhibit 3.  







	 	        (iv)              Maintain
the Northland Products after freezing in a frozen state as described on Exhibit 3.  







	 	        (v)              Provide
all transportation necessary to ship frozen Northland Products to the           pressing
and concentrating facility.  








4 









	 	        4.              Pressing
and Concentrating Services.  







	 	        (i)              Provide
all services necessary to convert the Northland Products (which are not           subject
to a Final Rejection) into Concentrate, including but not limited to           grinding,
pressing, filtering and evaporating.  







	 	        (ii)              Process
the Northland Products (which are not subject to a Final Rejection) in
          compliance with and produce Concentrate which meets the specifications set
forth           on Exhibit 3 attached hereto.  







	 	        (iii)              Sample,
analyze and retain samples of the Concentrate, and provide a certificate           of
analysis for each lot of Concentrate produced.  







	 	        (iv)              Package
the Concentrate into 50-gallon drums per the specifications in Exhibit 3 attached
hereto.  







	 	        (v)              Provide
any transportation necessary to ship the packaged Concentrate to a           freezer for
storage.  







	 	        (vi)              Dispose
of all waste materials resulting from the receiving and cleaning of the
          Northland Products and the conversion of Northland Products into Concentrate
          hereunder in accordance with all Applicable Laws, including but not limited to
          debris, wastewater and pomace.  







	 	        5.              Freezing
and Storage Services for Concentrate.  







	 	        (i)              Freeze
and store the Concentrate in accordance with the procedures set forth on Exhibit 3.  







	 	        (ii)              Provide
pallets and palletize in accordance with Section 9.B. and           load each
Shipment on a carrier provided by Northland and according to           instructions
provided by Northland for each such Shipment.  







	 	        (iii)              Provide
a bill of lading and a manifest for each Shipment listing number of           drums and
drum seal numbers.  







	 	        (iv)              All
Shipments shall be as described in Section 5.  







        B.    Northland’s
Obligations. During the Term, Northland shall, with           respect to, marshes
owned or leased by Northland and its Affiliates, and shall           exercise its rights
under its grower contracts as reasonably necessary to cause           any third parties
whose cranberries will be processed under the terms of this           Agreement to (1)
comply with all Applicable Laws and the pesticide screening           program as
described in Exhibit 1, (2) allow Ocean Spray and its           Affiliates
and any of its representatives, employees, or agents (i) access to           the
cranberry marshes and (ii) the ability to test the marshes and the           cranberries,
and (3) cooperate fully with Ocean Spray, its Affiliates, its           representatives,
employees or agents with respect to the pesticide screening           services on Exhibit 1.
Ocean Spray shall in writing (which may be by           e-mail) notify Northland prior to
inspecting or testing any marshes on the           Allowable Acreage, and if Northland so
requests within 3 business days of           receiving notice, representatives of
Northland shall accompany Ocean Spray on           any such inspection or testing.  





5 









        C.    Northland
Transitional Services.  




	 	        1.    Description
of Services. Notwithstanding anything to the contrary under           this Agreement,
the parties agree that, for the period commencing on the date of           this Agreement
and continuing until December 1, 2004 (“Lease Term”),           Northland shall
lease the Processing Plant under the terms of a Lease Agreement           being entered
into between Northland and Ocean Spray of even date herewith and           shall, with
its own employees, operate the Processing Plant to supply the           receiving,
cleaning and binning services described in Section 2.A.(2). of           this
Agreement with respect to the Northland Products delivered and accepted at           the
Processing Plant as contemplated by, and in accordance with, this Agreement
          (the “Transitional Services”); provided, however, that it shall be
the           obligation of Ocean Spray to arrange for the shipment, freezing and storage
of           the Northland Products once received, cleaned and binned or, at Ocean
          Spray’s, election, to direct Northland to freeze and store such Northland
          Products in the storage facility adjacent to the Processing Plant.  







	 	        2.    Acceptance
of Northland Products. Northland shall refuse to accept any           Northland
Products delivered to the Processing Plant which Ocean Spray would be           entitled
to reject pursuant to Section 4.C. of this Agreement. Ocean           Spray shall
have a representative on site while Northland Products are being           delivered to
the Processing Plant to consult with Northland regarding the           quality of the
cranberries, and Ocean Spray may direct Northland to refuse to           accept any
Northland Products which Ocean Spray would be entitled not to accept           under Section
4.C. of this Agreement if Ocean Spray were itself operating           the Processing
Plant during the Lease Term. Any cranberries that Northland           refuses to accept
or that Ocean Spray directs Northland to refuse to accept are           referred to in
this Section 2.C. of this Agreement as “Rejected           Northland Products.” Northland
may elect, for its own account, to clean and           bin any Rejected Northland
Products which it otherwise would be entitled to           require Ocean Spray to clean
and bin for Northland’s account under Section 4.C. of this Agreement, and
Northland shall have the right to           handle or dispose of such Rejected Northland
Products at its own cost in the           manner set forth in, and subject to the
provisions of, Section 4.C. of           this Agreement.  







	 	        3.    Fresh
Fruit. During the Lease Term, Northland shall have the right to           receive,
clean and package cranberries (i) delivered to the Processing Plant for
          distribution as fresh fruit, up to a maximum amount of 100,000 cases of fresh
          fruit and (ii) cranberries from the Nekoosa marsh for distribution as organic
          fruit. Northland shall not be required to pay any processing fees for such
fresh           fruit or organic fruit from the Nekoosa marsh.  







	 	        4.    Transitional
Services Fee. Northland shall be entitled to a fee for the           Transitional
Services calculated at the rate of $2.50 per Paid Weight Barrel of           Northland
Products received, accepted, cleaned and binned during the Lease Term,
          excluding the Rejected Northland Products and any Paid Weight Barrels utilized
          to produce fresh fruit or organic fruit pursuant to the preceding paragraph 3
of           this Section 2.C. This fee for the Transitional Services shall be
paid as           a credit against the Fees otherwise payable by Northland to Ocean Spray
pursuant           to Section 12 of this Agreement, such credit to be applied
against           Northland’s monthly Fee payments for the months of October,
November and           December of 2004 in accordance with the following schedule:  








6 








	
	

	Monthly Payment
	Rate of Credit Per Paid Weight Barrel

	October
	$1.00

	November
	$1.00

	December
	$.50








	 	        5.    Northland’s
Representation. Northland represents and warrants that           the Northland
Products received, cleaned and binned by Northland pursuant to           this Section
2.C. of this Agreement shall, as of the time of completion           of such
receiving, cleaning and binning services with respect to such Northland
          Products, are fit for human consumption and are not adulterated and that such
          Northland Products comply with Applicable Laws (as defined in Section
          4.D. of this Agreement).  







        Notwithstanding
anything to the contrary in this Agreement, Ocean Spray makes no representation or
warranty concerning the condition of the Northland Products at any time prior to
Northland’s completion of the Transitional Services with respect to such Northland
Products, and Ocean Spray shall have no liability on account of the failure of such
Northland Products to comply with Applicable Law or to be fit for human consumption as of
that time. 



    3.    GUARANTEED
CONCENTRATE PRODUCED PER BARREL OF NORTHLAND DELIVERIES  



        Ocean
Spray shall guarantee to return 1.66 gallons of 50 brix concentrate meeting the
specifications set forth on Exhibit 3 for each Paid Weight Barrel of Northland
Products delivered and processed into concentrate for Northland, provided the weighted
average brix of such cranberries, as delivered (and which is not subject to a Final
Rejection), is not less than 8.0, as further measured and calculated in accordance with
Exhibit 2. If the weighted average brix of such cranberries is less than 8.0, Ocean
Spray shall guarantee to return the gallons of 50 brix concentrate meeting the
specifications set forth on Exhibit 3 for each Paid Weight Barrel of Northland
Products delivered and processed into concentrate for Northland pursuant to a declining
linear scale as illustrated in Exhibit 5. 



    4.    DELIVERY
FORECASTS; DELIVERIES 



        A.    Delivery
Estimate. Northland shall provide Ocean Spray on the Effective           Date as Exhibit 7 and
no later than January 15 of each calendar year           of the Term a schedule itemizing
the Allowable Acreage. Northland shall provide           written notice to Ocean Spray
within 10 business days after making any changes           to the Allowable Acreage.
Northland shall provide to Ocean Spray its good faith           estimate, no later than
September 1 of each year of the Term, of the           expected volume of Northland
Products for the upcoming crop year to be delivered           to Ocean Spray by
Northland. Prior to September 1 of each year of the Term,           Northland and
Ocean Spray shall use reasonable efforts to mutually agree on a           fruit receiving
schedule for each of Wisconsin and the West Coast, including           tentative start
and stop dates for the harvest and the hours for fruit           receiving. At the
Processing Plant and the Bandon Plant, Ocean Spray agrees that           its fruit
receiving station will be open to accept Northland Products for           receiving on
the same days as it is open for other Ocean Spray growers. Ocean           Spray also
agrees the receiving station at the Processing Plant will be open for           hours
during the harvest reasonably sufficient to allow Northland to deliver
          Northland Products daily in an amount not to exceed 5% of Northland’s
          preseason crop estimate to be delivered to the Processing Plant. Ocean Spray
          also agrees that the receiving station at the Bandon Plant will be open for
          hours during the harvest reasonably sufficient to allow Northland to deliver
          Northland Products daily in an amount not to exceed 5% of Northland’s
          preseason crop estimate to be delivered to the Bandon Plant.  





7 










        B.    Deliveries.
During each year of the Term, Northland shall deliver the           Northland Products to
Ocean Spray at either the Processing Plant, the Bandon           Plant or at such other
location as shall be mutually agreed to by the parties.           Northland may deliver
to Eagle River the Northland Products from the four           growers and their acres of
marshes listed on Exhibit 8 for so long           as Eagle River Cranberry
Handlers Inc. is receiving, cleaning and binning their           cranberries. Northland
shall deliver the Northland Products to the applicable           Ocean Spray processing
plant from that crop year at a daily rate not to exceed a           maximum of 5% of
Northland’s preseason crop estimate to be delivered to           such location. For
the harvest in 2004, Northland shall not be required to           deliver to Ocean Spray
(i) the cranberries grown by the Oregon Contract Growers           (ii) the organic fruit
from the Nekoosa Marsh, and (iii) the fresh fruit, which           fresh fruit shall not
exceed 100,000 cases.  




        C.    Deliveries
of Cranberries/Rejection.  




	 	        1.    Excess
Cranberries. Ocean Spray may choose not to receive any Northland           Products
which on a given calendar day are in excess of 5% of Northland’s           preseason
estimate to be delivered to the applicable receiving station. In the           event
Ocean Spray so chooses, Northland must deliver to Ocean Spray such excess
          Northland Products on the next day during the harvest.  







	 	        2.    Rejection
Generally. After following the procedure set forth in this Section 4.C., Ocean
Spray may reject any Northland Products which (1) do           not meet the
specifications as set forth on Exhibits 1 and 2 related to           excessive
trash, bad fruit, foreign material and color, or (2) do not comply           with
Northland’s warranty in Section 4.D. For rejections based upon           the
foregoing, Ocean Spray must provide notice of Initial Rejection of the
          Northland Products within 30 days of the actual date of delivery to Ocean
Spray,           provided that any rejection based upon a breach of Northland’s
warranty in Section 4.D. may be made at any time. OCEAN SPRAY’S FAILURE TO
MAKE           SUCH CLAIMS WITHIN THE SPECIFIED TIME PERIOD WILL RESULT IN AN
UNCONDITIONAL           WAIVER OF SUCH CLAIMS. In the absence of notifying Northland of
the proper           rejection of the Northland Products, Ocean Spray will be deemed to
have accepted           the Northland Products.  














	 	        3.              Northland
may have a representative on site when the Northland Products are           being
delivered for consultation with Ocean Spray regarding the quality of the
          cranberries. In the event Ocean Spray rejects the Northland Products because
the           color of the cranberries does not comply with the specifications on Exhibit
          2, Ocean Spray shall receive, clean and bin the cranberries at the fee rate
          set forth on Exhibit 4, provided that, once cleaned and binned,
Northland           shall promptly at Ocean Spray’s request load and transfer the
cranberries           to a new location and Northland shall pay any applicable storage
and           transportation fees. In the event Ocean Spray rejects Northland Products
due to           pesticides (but only to the extent the presence of such pesticides
breached the           warranties in Section 4.D.) or other materials that are not
capable of           being removed in the cleaning process or in the event Ocean Spray
rejects           Northland Products because Ocean Spray reasonably believes the
cranberries would           potentially contaminate or damage other cranberries or Ocean
Spray’s           facilities or equipment, then Ocean Spray shall not be required to
clean or bin           such Northland Products and Northland shall remove such Northland
Products from           the receiving station at its expense within 24 hours. In the
event that there is           more than 20% rot and debris in any delivery of Northland
Products, Ocean Spray           may reject the Northland Products for purposes of
processing such cranberries           into concentrate, but Ocean Spray shall receive,
clean and bin such Northland           Products (other than the cranberries described
above which Ocean Spray is not           required to receive, clean and bin) at the fee
rate set forth on Exhibit           4, and Northland agrees to pay the rot and
debris charge as set forth on Exhibit 4.  









8 











	 	        4.    Notice
of Rejection. Ocean Spray will provide written notice (which may           be by
e-mail) that the fruit has been initially rejected for purposes of           processing
the fruit (the “Initial Rejection”) to either the           representative on
site or, in the event a Northland representative is not on           site, to the
representative set forth in Exhibit 6, specifying the reason           for such
Initial Rejection. Northland shall use commercially reasonable efforts           to
rework any properly rejected Northland Products to bring them into           conformance
with the specifications on Exhibit 1 and Exhibit 2 and           to
resubmit them to Ocean Spray for acceptance. If Northland agrees with the
          Initial Rejection and the fruit cannot reasonably be re-worked, Northland shall
          so notify Ocean Spray and it will be considered a final rejection (“Final
          Rejection”). If Northland disagrees with the Initial Rejection, Northland
          may take additional tests of the fruit or discuss the matter further with Ocean
          Spray. If there is a dispute as to whether Ocean Spray can reject the Northland
          Products, the parties agree that the fruit (other than fruit which Ocean Spray
          reasonably believes would potentially contaminate or damage other cranberries
or           Ocean Spray’s facilities or equipment) will be received, cleaned,
binned           and stored, until Ocean Spray agrees to accept the fruit, provided that
if the           fruit has not been accepted by Ocean Spray within forty five (45) days
after the           fruit is received by Ocean Spray, it shall be deemed a Final
Rejection           hereunder. If it is later determined that the Initial Rejection was
proper and           Ocean Spray cleaned and binned the fruit, Northland will pay the
receiving,           cleaning and binning fee on Exhibit 4, plus any additional
reasonable           storage charges.  







	 	        5.    Use
of Northland Products Following Rejection. There shall be no           restrictions
on the rights of Northland to sell or otherwise use those specific           Northland
Products, which are subject to a Final Rejection hereunder. The           rejection of
any load by Ocean Spray shall not affect the requirement that           Northland shall
continue to deliver the remaining cranberries from the Allowable           Acreage for
processing during the current harvest and any future harvests           pursuant to the
terms of this Agreement  








9 









        D.    Warranties.
Northland represents and warrants that all Northland           Products, as of the time
of delivery, (except for rot and debris/trash that           should be removed by the
normal cleaning process under the terms of this           Agreement) are fit for human
consumption, are not adulterated, and comply with           all applicable federal, state
and local laws and regulations, including but not           limited to, the Pure Food and
Drug Act, the Food, Drug and Cosmetic Act, the           Federal Insecticide, Fungicide
& Rodenticide Act, the Fair Packaging and           Labeling Act and any applicable
U.S. Food and Drug Administration and U.S.           Department of Agriculture guidelines
and regulations (“Applicable           Laws”).  




    5.    SHIPMENT
FORECASTS; SHIPMENT ORDERS; PURCHASE OF NON-COMMITTED CONCENTRATE 



        A.    Shipment
Forecasts. Every thirty days, Northland shall send Ocean Spray a           written,
rolling 90-day forecast of Shipments that identifies the estimated           weekly
quantity of Shipments to be delivered to Northland by Ocean Spray during           such
period (“Rolling Forecast”).  




        B.    Shipment
Orders. Northland shall place orders for Shipments (a           “Shipment
Order”) not less than two (2) weeks prior to the           requested Shipment
date and in amounts materially consistent with the Rolling           Forecast. Ocean
Spray shall have no obligation hereunder to make any Shipments           prior to November 30,
2004. Ocean Spray shall either schedule production in           order to satisfy each
Shipment Order or have sufficient quantities of           Concentrate available in
storage. Ocean Spray shall not be obligated to provide           Concentrate or Ocean
Spray Concentrate to Northland in any Year in amounts in           excess of the
Concentrate produced or to be produced from the Northland Products           delivered to
Ocean Spray from the harvest held in the immediately preceding           harvest period.
In any given month of a Year, Ocean Spray shall not be obligated           to ship more
than 1/6 of the amount of Concentrate required to be produced in a           Year from
the Northland Products and Ocean Spray shall not be obligated to ship
          Concentrate in any month to the extent doing so would result in total shipments
          for the relevant Year exceeding a fraction of the concentrate to be produced
          that Year with a numerator equal to the months (including any partial months)
          elapsed during the Year plus one and a denominator of twelve. Northland
          acknowledges and agrees that Concentrate processed by Ocean Spray and shipped
to           Northland under this Agreement may only be used as an ingredient for
products           sold (1) under the brand names Northland, Seneca, and Tree Sweet or
(2) any           other brand developed, licensed or purchased by Northland. In addition,
during           Year One, Northland acknowledges and agrees that concentrate processed
from the           Oregon Contract Growers may only be used as an ingredient for products
sold           under (1) the brand names of Northland, Seneca, and Tree Sweet or (2) any
other           brand developed, licensed or purchased by Northland. Other than as
provided in Section 4.C. for concentrate produced from cranberries subject to a
Final           Rejection, Northland acknowledges and agrees that concentrate inventory
owned by           Northland on and after the date hereof (including without limitation
the           Holdback Inventory) may only be used as an ingredient for products sold
under           (1) the brand names of Northland, Seneca and Tree Sweet or (2) any other
brand           developed, licensed or purchased by Northland. Ocean Spray shall deliver
the           Concentrate to Northland at Ocean Spray’s facility or outside freezer
          location. Northland shall be responsible for securing, scheduling and paying
for           all transportation for the Shipments and Ocean Spray or its subcontractor
shall           be responsible for loading the Shipments from the applicable processing
plant or           freezer location. Northland agrees that all bulk tankers carrying the
          Concentrate shall be food grade stainless steel, dedicated to food
          transportation and marked accordingly. Northland shall cause the carrier to
          provide to Ocean Spray’s receiving location a wash certificate and
          information as to the specific products carried on the tank truck’s last
          three loads. Ocean Spray agrees that all points of entry and discharge on bulk
          tankers must be secured and sealed after filling. Ocean Spray shall cause the
          carriers to record the serial numbers of the seals on the bill of lading.
          Northland also agrees to use commercially reasonable efforts to cause its
          carriers to comply with the conditions set forth on Exhibit 3.  





10 










        C.    Nonconforming
Goods. Northland shall have the right to reject concentrate           for claims
related to damages, defects, shortages and failure to meet the           specifications
on Exhibit 3 and for a breach of the representations           in Section
17.A. The right to reject for all claims for damages, defects,           shortages
and failure to meet specifications on Exhibit 3 must be           made within
thirty (30) days of delivery of the Shipments by Ocean Spray to           Northland’s
carrier, provided that any claims related to a breach of Ocean           Spray’s
warranty in Section 17.A. may be made at any time.           NORTHLAND’S
FAILURE TO MAKE SUCH CLAIMS WITHIN THE SPECIFIED TIME PERIOD           WILL RESULT IN AN
UNCONDITIONAL WAIVER OF SUCH CLAIMS. Northland shall give           Ocean Spray written
notice for its basis for rejecting the Concentrate. In the           absence of notifying
Ocean Spray of the proper rejection of the Shipments,           Northland will be deemed
to have accepted the Shipments. Northland may not           reject Shipments that were
damaged during delivery by Northland’s common           carrier after delivery to
Northland F.O.B. Ocean Spray shall have the right to           rework any properly
rejected concentrates to bring them into conformance with           the specifications on
Exhibit 3 and to resubmit them to Northland           for acceptance.
Northland shall not have the right to reject Concentrates which           are damaged or
unacceptable due to a breach of Northland’s warranty in Section 4.D. In
the event that Northland properly rejects the           Concentrate after delivery, Ocean
Spray shall pay shipping costs to have the           Concentrate or Ocean Spray
Concentrate delivered to the same location as           previously delivered to by
Northland.  




        D.    Deferral
of Shipments. In the event that Northland is in default with           respect to any
of its payment obligations in this Agreement and Ocean Spray has           notified
Northland of such default, Ocean Spray may, without incurring liability           to
Northland and without limiting any other right or remedy of Ocean Spray,           defer
further Shipments to Northland (including Concentrate under open purchase
          orders) until such default is remedied.  




        E.    Purchase
of Non-Committed Concentrate. On the fifth business day of each           month
during the Term, commencing in November 2004, Ocean Spray shall purchase           from
Northland an amount of Concentrate equal to the amount, if any, by which           the
Allowed Monthly Concentrate for the prior calendar month exceeds the           Shipments
for the prior calendar month(such difference, the           “Non-Committed
Concentrate”) and shall receive all right, title           and interest in the
Non-Committed Concentrate, free and clear of all liens and           encumbrances, upon
payment therefor. The purchase price per gallon for the           Non-Committed
Concentrate shall be calculated on a monthly basis and shall equal           the average
price per gallon (adjusted for international sales to not include           freight and
duty expenses) at which Ocean Spray or its Affiliates sold to           third-party
buyers (excluding sales for that concentrate which is used for the           manufacture
of Ocean Spray branded products) in arms length transactions of 50           Brix
cranberry juice concentrate during the most recent six-month period           preceding
the month in which Ocean Spray is purchasing the Non-Committed           Concentrate
hereunder (the “Non-Committed Concentrate Price”).           In the
event the requested Shipments are greater than the Allowed Monthly           Concentrate
in any given month, the excess usage will be deducted from the next           month’s
and any subsequent months (if applicable) Allowed Monthly           Concentrate solely
for purposes of calculating the amount of Non-Committed Concentrate that Ocean Spray will be required to





11 













 purchase hereunder. Northland           shall issue invoices for the
Non-Committed Concentrate, the payment terms of           which shall be net 10 days from
the date of the invoice, provided that Ocean           Spray, following notice to
Northland, may offset any fees (including without           limitation Fees, storage
fees, rot and debris fees and receiving, cleaning and           binning fee) which are
past due and are not being contested in good faith by           Northland. If any invoice
is not paid within such time, Ocean Spray shall be           assessed a penalty of
interest at an annual rate of 250 basis points over the           three-month LIBOR rate
as of the date such payment was due. All payments to           Northland shall be made
electronically to an account designated by Northland and           shall be in United
States currency or cash equivalent. Invoices may be delivered           by email or
facsimile transmission. Notwithstanding anything to the contrary           herein, Ocean
Spray shall have the ability, in its sole discretion, to purchase           Northland
Products in fruit form in lieu of any Non-Committed Concentrate that           Ocean
Spray is required to purchase pursuant to this Section 5.E.           Northland
shall deliver all right, title and interest in the Northland Products           in fruit
form in equivalent Barrels as calculated per Section 3 or           Non-Committed
Concentrate purchased by Ocean Spray hereunder, free and clear of           all liens and
encumbrances whatsoever upon receipt of payment therefor.           Notwithstanding
anything to the contrary herein, Ocean Spray shall not be           required to purchase
and may reject any Non-Committed Concentrate which may be           damaged due to
Northland’s breach of the warranty in Section 4.D,           and there shall
be no restrictions on the rights of Northland to sell or           otherwise use such
rejected Non-Committed Concentrate.  



        F.    Calculation
of the Non-Committed Concentrate Price. On or before the           third business day
of each month during the Term commencing November, 2004,           Ocean Spray shall
prepare and deliver to Northland (i) a statement listing the           price and number
of gallons (adjusted for international sales to not include           freight and duty
expenses) Ocean Spray or its Affiliates sold to third-party           buyers (excluding
sales for that concentrate which is used for the manufacture           of Ocean Spray
branded products) in arms length transactions of 50 Brix           cranberry juice during
the most recent six-month period preceding such month           (which list will be
itemized by customer but will not list the name of the           customer) and (ii) Ocean
Spray’s computation of the Non-Committed           Concentrate Price for such month
(the “Purchase Price Statement”),           which statement shall have been
certified as correct in all material regards by           Ocean Spray’s chief
financial officer. Ocean Spray’s auditors shall           certify six months of
Purchase Price Statements twice per year (by May 15           (certifying the statements
from November though April and by November 15           (certifying the statements from
May through October)).  




        G.    Disagreements.
If Northland disputes the Non-Committed Concentrate Price           as calculated by
Ocean Spray, Northland shall notify Ocean Spray in writing of           such disagreement
(such notice setting forth the basis for such disagreement in           reasonable
detail) within 185 days of receipt by Northland of the Purchase Price           Statement
and Northland may request during such 185 day period any additional           information
related thereto, but Ocean Spray shall be under no obligation to           provide the
names of the relevant customers to Northland. Northland and Ocean           Spray shall
thereafter negotiate in good faith to resolve any such           disagreements. If
Northland and Ocean Spray are unable to resolve any such           disagreements within
15 days of the date of notification to Ocean Spray of such           disagreements,
Northland shall have 15 days in which it may send its chief           financial officer
or his designee (other than John Swendrowski) on its behalf to           review the
records relating to Ocean Spray’s top ten customers during the           six-month
period required to be used to calculate the Non-Committed Concentrate           Price.
Northland’s chief financial officer or his designee shall enter into           a
confidentiality agreement with Ocean Spray prior to the review of the records,
          which, among other things, will provide that the chief financial officer or his designee may only disclose the Revised Non-Committed






12 













Concentrate Price to
          Northland, and may not disclose any other information, including without
          limitation the names and sales amounts for the top ten customers, without the
          prior written consent of Ocean Spray. In the event Northland and Ocean Spray
are           not able to resolve the dispute within ten days of the chief financial
          officer’s or his designee’s review of the records, Northland and
Ocean           Spray shall submit the disagreement to an accounting firm of nationally
          recognized standing to be mutually selected by Northland and Ocean Spray, or if
          no agreement on such firm is reached, to a “big four” accounting firm
          other than any firm that has provided substantial services to Ocean Spray or
          Northland during the immediately preceding two years (the “Resolving
          Accounting Firm”). The Resolving Accounting Firm shall enter into a
          confidentiality agreement with Ocean Spray. The Resolving Accounting Firm shall
          only review the books and records of Ocean Spray relating to the six-month
          period required to be used to calculate the Non-Committed Concentrate Price.
Any           information, other than the Revised Non-Committed Concentrate Price,
obtained           during the review shall be maintained in confidence by the Resolving
Accounting           Firm and shall not be disclosed to Northland without the prior
written consent           of Ocean Spray. The resolution of such disagreements by the
Resolving Accounting           Firm shall be final and binding on Northland and Ocean
Spray. In the event that           the final determination of the Non-Committed
Concentrate Price by the Resolving           Accounting Firm differs from the
Non-Committed Concentrate Price set forth on           the Purchase Price Statement (the
“Statement Differential”) by           five percent or less, Northland
shall pay the fees and expenses of the Resolving           Accounting Firm relating to
the resolution of any such disagreements. In the           event that the Statement
Differential is greater than five percent, such fees           and expenses shall be paid
by Ocean Spray. The Non-Committed Concentrate Price,           as ultimately determined
pursuant to this Section 5.G, shall be           referred to herein as the
“Revised Non-Committed Concentrate           Price”. Notwithstanding
anything to the contrary herein, Northland may           only dispute and possibly have
re-adjusted the prior six months of Purchase           Price Statements.  



        H.    Purchase
Price Adjustment. For any month under this Agreement, if the           Revised
Non-Committed Concentrate Price is greater than the Non-Committed           Concentrate
Price, an amount equal to the excess of the Revised Non-Committed           Concentrate
Price over the Non-Committed Concentrate Price for such month,           multiplied by
the number of gallons of Non-Committed Concentrate for such month           shall be
added to the next monthly invoice to be paid by Ocean Spray. For any           month
under this Agreement, if the Revised Non-Committed Concentrate Price is           less
than the Non-Committed Concentrate Price, an amount equal to the shortage           of
the Revised Non-Committed Concentrate Price from the Non-Committed           Concentrate
Price for such month, multiplied by the number of gallons of           Non-Committed
Concentrate for such month shall be added to the next monthly           invoice to be
paid by Northland.  




        I.    Holdback
Inventory. In the event that Northland has any Holdback           Inventory in its
inventory eighteen (18) months after the Effective Date, Ocean           Spray has the
right, but not the requirement, to buy any Holdback Inventory at a           price of
$25.80 per gallon. If Ocean Spray does not buy the Holdback Inventory           by the
date that is nineteen months after the Effective Date, there shall be no
          restrictions on the right of Northland to sell or otherwise use such Holdback
          Inventory, so long as Northland has not received any Shipments under this
          Agreement at such date. Northland shall have the right to use the Holdback
          Inventory to fill open purchase orders under the Asset Purchase Agreement.  




13 










    6.    INGREDIENTS
AND PACKAGING MATERIAL 



        A.              Northland
shall pay for and provide the deliveries of Northland Products. The           Northland
Products shall be delivered in bulk to the Processing Plant or such           other
processing location as the parties may mutually agree; provided that the
          cranberries grown by the Oregon Contract Growers may be delivered to the Bandon
          Plant beginning with the harvest in 2005. The Northland Products harvested from
          the four growers subject to the Crop Purchase Agreement, executed on April 7,
          1999, which are to be cleaned and binned by Eagle River Cranberry Handlers as
          described on Exhibit 8 may be delivered to Eagle River for so long as
          Eagle River Cranberry Handlers Inc. is receiving, cleaning and binning the
          cranberries pursuant to such Grower Agreement. After the Northland Products
have           been delivered to Ocean Spray, Ocean Spray shall pay for and provide all
          ingredients (other than cranberries) and packaging materials (including, but
not           limited to, bins, drums, liners, seals, and pallets) required to produce,
          package, and ship the Concentrate. Ocean Spray shall pay for, supply and apply
          labeling on each package as set forth on Exhibit 2.  




    7.    OWNERSHIP 



        A.    Risk
of Damage or Loss. Title in and to all Northland Products delivered           to
Ocean Spray and processed under this Agreement shall at all times be vested           in
and held by Northland; except that (i) title to the byproducts, including
          without limitation pomace, hulls and press cakes shall be transferred in full
to           Ocean Spray, (ii) title to any Northland Products or Non-Committed
Concentrate           purchased by Ocean Spray shall transfer to Ocean Spray pursuant to
Section           5.E., and (iii) title to Concentrate produced from the Northland
Products in           excess of the guarantee in Section 3 of this Agreement shall
transfer to           Ocean Spray. Notwithstanding the foregoing provision and subject to
Section 7.C of this Agreement, risk of damage or loss for any
          portion of the Northland Products or the Concentrate while at the Processing
          Plant, the Bandon Plant or subject to Ocean Spray’s or its Affiliates’          care,
custody or control shall remain with Ocean Spray. Risk of damage or loss           for
the Concentrate shall pass to Northland upon delivery to Northland or its
          designee F.O.B. the Processing Plant, the Bandon Plant, the applicable freezer
          or such other location as the parties may mutually agree.  




        B.    Title
of Ocean Spray Property. Ocean Spray shall, at all times retain           title to
its specifications, formulas, ingredients, packaging materials and any           other
item purchased or provided by Ocean Spray pursuant to the terms of this
          Agreement.  




        C.    Accounting
for Northland Property. Ocean Spray shall at all times be           responsible for
all Northland Products and Concentrate subject to Ocean           Spray’s, its
Affiliates’, or its subcontractors’ care, custody or           control and
shall reimburse Northland for any unauthorized usage (which shall           not include
purchases by Ocean Spray pursuant to Section 5.E.) or           any
unaccounted Northland Products or Concentrate (“Unauthorized           Loss”).
Any failure of Ocean Spray to satisfy the guarantee set forth           in Section 3 of
this Agreement shall be deemed an Unauthorized Loss           hereunder provided,
however, that any amounts in excess of the guarantee shall           be owned by Ocean
Spray. Except as otherwise provided herein, payment for           Unauthorized Losses
shall be made by Ocean Spray within 10 days following           receipt of Northland’s
invoice thereof. As Northland’s sole and           exclusive remedy, Ocean Spray
shall satisfy any Unauthorized Loss relating to           cranberries or concentrate by
either, at Northland’s option, (A) providing           replacement cranberries or
concentrate, as the case may be (“Substitute           Goods”),
provided: (i) such Substitute Goods meet all of the           specifications on Exhibits
1, 2 and 3, as applicable, and comply           with Applicable Laws (ii) such
Substitute Goods are delivered to the Processing           Plant, the Bandon Plant, the
freezer or other location mutually agreed upon           F.O.B. and (iii) Ocean Spray
delivers all right, title and interest in and to           the Substitute Goods to
Northland free and clear of all liens and encumbrances           whatsoever within the
time period agreed by the Parties, or (B) paying to           Northland the Non-Committed
Concentrate Price for any Unauthorized Loss related           to Concentrate, or if the
Unauthorized Loss relates to cranberries, the           Non-Committed Concentrate Price
for such cranberries (assuming such cranberries           would have been converted into
concentrate in the proportion set forth in Section 3 of this Agreement).  




14 











        D.    Inventory
Verification. Ocean Spray shall provide Northland with a copy           of the
monthly perpetual inventories of all Northland Products and Concentrate           in the
care, custody or control of Ocean Spray, its Affiliates or subcontractors
          during the term of this Agreement as soon as practicable after the end of a
          month, but not later than the tenth business day of the following month.
          Northland representatives shall have the right to conduct a physical inventory
          once per fiscal year as coordinated with Ocean Spray.  




    8.    QUALITY
CONTROL 



        A.    Standard
of Performance. Ocean Spray will process, package and store all           deliveries
of Northland Products and Concentrate using the procedures set forth           on Exhibit 2.
Ocean Spray will comply with the specifications set           forth on Exhibit 3.  




	 	        1.              Ocean
Spray will allow Northland representatives to conduct inventories of
          Concentrate and Northland Products and inspections of the Processing Plant, the
          Bandon Plant and such other processing locations permitted hereunder at any
time           during normal business hours upon reasonable prior notice to Ocean Spray
any           time the Concentrate is actually being produced. Ocean Spray shall send
samples           of Northland Products and Concentrate to Northland at such times and in
such           quantities as Northland may reasonably request. Except for the raw fruit
samples           taken under Section 2.A.2., Northland shall reimburse Ocean
Spray           for the cost of taking the samples and shipping samples to Northland as
provided           in this Section 8.A.1.  







	 	        2.              Except
as otherwise provided in this Section 8.A.2, Ocean Spray           shall
conduct sampling and evaluation of Northland Products upon delivery to the
          Processing Plant, the Bandon Plant and any other receiving location permitted
          hereunder and/or prior to use, as described in Exhibit 2 hereto.
          Northland, Northland’s third-party contract growers or their respective
          representatives may be present at the Processing Plant, the Bandon Plant and
any           other receiving location to observe, sample, inspect or evaluate the
Northland           Products as and when delivered, and evaluate Ocean Spray’s
sampling and           evaluation thereof hereunder. Ocean Spray shall not use Northland
Products that           it knows (based solely on the testing conducted pursuant to Exhibit 1)
are adulterated or otherwise are not in compliance with           Applicable Laws.  








15 











	 	        3.              If
Northland and Ocean Spray reasonably determine that material,           work-in-process,
or Concentrate are reconditionable or salvageable, Ocean Spray           shall either
rework the Concentrates to bring them into conformance with the           specification
on Exhibit 3 or Ocean Spray shall remove all Northland           (or
Northland customer) identification from them and dispose of them as Ocean           Spray
desires. If such rework is due to a breach of Northland’s warranty in Section 4.D.,
Northland shall pay for any additional fees incurred           by Ocean Spray.  







        B.    Inspections/Notifications.
At Northland’s request, Ocean Spray shall           make available at Ocean Spray’s
facility the results of all federal, state,           and/or local regulatory agency
inspection reports and/or sanitation audits           affecting the Processing Plant or
any other facility at which Concentrate is           manufactured, or equipment or raw
packaging materials or products located           therein during the Term. Ocean Spray
shall notify Northland immediately by           telephone of any such inspections or
audits which indicate the presence of any           agent or substance which is
considered by the United States Food and Drug           Administration or any other
federal, state or local government authority as           being indicative of either
unsanitary practices or of public health concern.           Northland shall notify Ocean
Spray immediately by telephone of any complaints           relating to the Concentrate.  




        C.    Recalls.
Either Ocean Spray or Northland shall promptly implement any           recall requested
by one of the parties in connection with Concentrate properly           rejected by
Northland pursuant to this Agreement or any recall ordered by           federal, state or
local authorities.  




    9.    CODES
AND PALLETS 



        A.    Codes.
Each lot of Concentrate shall be identified by a unique code.  




        B.    Pallet
System. Unless the parties shall mutually agree upon a different           system,
Ocean Spray shall ship Concentrate unitized. All pallets shall be in           good
sanitary condition and 48 inches x 40 inches in size, Grocery Manufacturing
          Association (“GMA”) or equivalent hardwood, four way entry pallets or
          CHEP pallets.  




    10.    SPECIFICATIONS 



        A.    General
Specifications. Ocean Spray shall perform the Services in           accordance with
the following:  




	 	        1.              the
Pesticide Screening procedures as set forth on Exhibit 1;  







	 	        2.              the
Procedures and Standards as set forth on Exhibit 2; and  







	 	        3.     the
specifications for Concentrate as set forth on Exhibit 3.  








16 











        B.    Amendments
to Specifications. Northland may not change the terms of the           Specifications
without the prior written consent of Ocean Spray, which consent           shall not be
unreasonably withheld in the event that Northland pays the costs of           any
required changes in the processing, packaging, labeling or equipment. If any
          Specifications are changed in a manner that results in increases in Ocean
          Spray’s costs of processing and packaging the Northland Products or
          Concentrate, Ocean Spray shall advise Northland as to the amount of such
          increased costs and shall provide Northland with appropriate documentation
          substantiating such increased costs. If any Specifications are changed in a way
          that adversely affects the yield, Ocean Spray and Northland shall mutually
          adjust the yield guarantee in Section 3 accordingly. Ocean Spray
and           Northland shall mutually agree on an appropriate adjustment to the Fees (as
          hereinafter defined) to reflect such increased costs.  




    11.    INSURANCE 




        A.    Required
Coverages. Ocean Spray agrees, during the term of this           Agreement, to keep
and maintain, at Ocean Spray’s sole expense, or cause           third parties to
maintain, as the case may be, insurance with insurance carriers           reasonably
acceptable (and Ocean Spray’s carriers as of the date hereof           shall be
deemed to be reasonably acceptable) to Northland as follows:  




	 	        1.              Such
statutory worker’s compensation insurance for Ocean Spray’s           employees
as is required by law.  







	 	        2.              Property
insurance for (A) the replacement cost of Northland Products in Ocean           Spray’s
care, custody and control, and (B) the replacement cost of           Concentrate in Ocean
Spray’s care, custody and control, with Northland           named as an additional
insured as its interests may appear.  







	 	        3.              General
commercial liability insurance with combined bodily injury, property           damage,
product liability, and completed operations coverage in the amount of
          $2,000,000 per occurrence, $10,000,000 in the aggregate, which names Northland
          as an additional insured.  







        B.    Required
Coverages. Northland agrees, during the term of this Agreement,           to keep and
maintain, at Northland’s sole expense, insurance with insurance           carriers
reasonably acceptable to Ocean Spray, as follows:  




	 	        1.              Worker’s
compensation insurance covering employees who may enter upon Ocean           Spray’s
premises in accordance with Applicable Laws and Northland shall           take reasonable
steps to make sure that its common carriers have worker’s           compensation
insurance in accordance with Applicable Laws covering any of the           carriers’ employees
who may enter upon Ocean Spray’s premises.  







	 	        2.              General
commercial liability insurance with combined bodily injury, property           damage,
product liability, and completed operations coverage in the amount of
          $2,000,000 per occurrence, $10,000,000 in the aggregate, which names Ocean
Spray           as an additional insured.  







        C.    Insurance
Certificates. Each party shall furnish the other party with           certificates of
insurance evidencing policies of insurance satisfying the           requirements set
forth in this Section within 15 days of the execution of this           Agreement and
shall annually furnish proof of such insurance at the request of           the other
party. The parties shall not allow any policies required hereunder to           lapse
without comparable replacement coverage in place which is consistent with           the
terms of this Section.  




17   










        D.    Insurance
following Termination. The parties shall be required to           maintain general
commercial liability insurance for a period ending one year           after termination
of this Agreement, unless shipments of Concentrates were never           delivered to
Northland pursuant to this Agreement.  




    12.    FEES 



        A.    Fees.
Northland shall pay to Ocean Spray for each Paid Weight Barrel of           Northland
Products delivered and accepted by Ocean Spray a processing fee for           the
Services as set forth in Exhibit 4 hereto (the           “Fees”)
(except as set forth in Section 2.C.3.).           Northland shall pay one twelfth
(1/12) of the estimated total processing Fees           each month commencing November 1
of any Year, based upon the Paid Weight Barrels           delivered to Ocean Spray during
the immediately preceding harvest, except as set           forth in Section 2.C.3.
Any differences between the estimated Fees and           the actual Fees in any year
shall be invoiced in October of the following year.  




        B.    Eagle
River Fee Adjustment. Northland shall be solely responsible for           paying any
amounts owing to Eagle River Cranberry Handlers, Inc.; provided that,           as
between Ocean Spray and Northland, to the extent Eagle River Cranberry
          Handlers, Inc. receives, cleans, bins and loads for transport/shipment any
          cranberries delivered by Alder Lake Cranberry Corporation, H.E. Query, Inc. or
          Charles Goldsworthy d/b/a/ Thunder Lake Cranberry Marsh and Tomahawk Cranberry
          Marsh, Northland shall receive from Ocean Spray a credit against the Fees in
the           amount of $1.50 for each Paid Weight Barrel of Northland Products handled
by           Eagle River Cranberry Handlers, Inc. during the harvest in 2004 (and not in
any           subsequent harvests). Thereafter, for so long as the Eagle River
arrangement for           receiving, cleaning and binning is in effect, Northland shall
receive from Ocean           Spray a credit against Fees in the amount of $1.00 for each
Paid Weight Barrel           of Northland Products handled by Eagle River Cranberry
Handlers, Inc. The           credits pursuant to this Section 12.B. shall be
applied against the Fees           as incurred until satisfied in full. Northland shall
use commercially reasonable           efforts to attempt to terminate the Eagle River
Cranberry Handlers, Inc.           arrangement for receiving, cleaning and binning as
soon as reasonably           practicable after the date of this Agreement .  




        C.    Additional
Fees. If Northland desires that Ocean Spray conduct any           special processing
or blending steps or services, or any additional testing, it           may so request in
writing. However, Ocean Spray will not be obligated to perform           any such special
steps, services or testing unless and to the extent that it           specifically agrees
to do so in writing, which agreement may be conditioned,           among other things, on
additional fees and charges to be paid and borne solely           by Northland.  




        D.    Invoices.
Ocean Spray may from time to time invoice Northland for the           Fees and any other
appropriate amounts payable by Northland under this           Agreement. Ocean Spray’s
invoices may be submitted electronically to           Northland.  




18 











        E.    Payment.
Northland shall pay all invoices to Ocean Spray net 10 days and           if not paid
within such time, Northland shall be assessed a penalty of interest           at an
annual rate of 250 basis points over the 3 month LIBOR rate as of the date           such
payment was due. All payments to Ocean Spray shall be made electronically           to an
account designated by Ocean Spray and shall be in United States currency           or
cash equivalents.  




    13.    RECORDS
AND REPORTS 



        A.    Production
Records. During the harvest, Ocean Spray shall provide a daily           computer
listing and sample analysis on the Northland Products delivered the           prior day
to the Processing Plant, the Bandon Plant or such other Ocean Spray           facility as
may be used. The data will be provided by load and will include           grower
identification, gross weight, net weight, brix, color, excess moisture
          analysis, trash and bad fruit in accordance with Exhibit 2. Ocean Spray
          shall prepare and maintain any other reports specifically required under
          Applicable Law or otherwise relating to its obligations under this Agreement.
          Ocean Spray shall provide reports, at Northland’s request, following
          completion of a concentrator run, sharing data on the brix color, acid of the
          fruit as well as brix, color, acid and turbidity and yield of the concentrate,
          and shall prepare such reports using Ocean Spray’s then current
          methodology. Northland’s representatives, including its independent public
          accountants, shall have the right at Northland’s expense, upon not less
          than five days’ prior written notice to review Ocean Spray’s books
and           records which relate solely to production and quality of inventory
specifically           related to the Northland Products. Northland shall maintain, and
cause its           representatives to maintain, the confidentiality of such information.
The           records to be prepared and maintained hereunder shall be retained by Ocean
Spray           for the greater of: (i) a period of six years following the final date of
          production hereunder; or (ii) such period as may be required under Applicable
          Law. Notwithstanding the foregoing, Ocean Spray’s books and records
          relating to the Non-Committed Concentrate Price and the Purchase Price
Statement           shall be handled in accordance Section 5.G.  




        B.    Other
Records. Northland shall prepare and maintain accurate records of           the
Allowable Acreage. In addition, Northland shall prepare and maintain           accurate
records relating to its obligations under this Agreement, as well as           such other
records as may be specifically required under Applicable Law. Ocean           Spray’s
representatives other than Martin Potter, including its independent           public
accountants, shall have the right at Ocean Spray’s expense, upon not           less
than five days’ prior written notice to review Northland’s books           and
records necessary for confirmation of Allowable Acreage, compliance with the
          Pesticide Screening Program as described in Exhibit 1, and compliance
          with Section 5.B., provided that Northland shall not be required to
          disclose any information relating to Northland’s formulas. Ocean Spray
          shall maintain, and cause its representatives to maintain, the confidentiality
          of such information. The records to be prepared and maintained hereunder shall
          be retained by Northland for the greater of: (i) a period of six years
following           the final date of production hereunder; or (ii) such period as may be
required           under applicable federal, state or local law.  




    14.    CONFIDENTIAL
INFORMATION 





19 









        A.    Confidential
Information. The parties understand and agree that during           the term of this
Agreement information will be provided to, or will come to the           attention of,
one party and its employees, agents, and representatives regarding           the other
party, which information is of value to the disclosing party and is           not
generally available to the public. This information may include but is not
          limited to the terms of this Agreement, formulations, specifications, product
          development histories, test results, ideas, marketing concepts, documentation,
          designs, drawings, techniques, personnel, technical and financial data, models,
          flow charts, procedures, know-how, methods, inventions and forecasts pertaining
          to the Northland Products, the Concentrate, Northland, Northland contract
          growers or Ocean Spray (hereinafter collectively referred to as           “Confidential
Information”). The Purchase Price Statement shall           be considered
Confidential Information. The receiving party agrees to maintain           in confidence
and not to use or disclose such Confidential Information to a           third party other
than for the purposes of this Agreement and provided such           third party has duly
executed a confidentiality agreement pursuant to which such           third party has
agreed to maintain in confidence and not use or disclose such           Confidential
Information other than for the purposes of this Agreement. The           parties further
agree to limit dissemination of access to Confidential           Information to their
employees, agents or representatives requiring such           Confidential Information
for the purposes contemplated by this Agreement.           Northland also acknowledges
and agrees that Confidential Information of Ocean           Spray’s may be disclosed
during visits to Ocean Spray’s processing           plants or other facilities and
agrees that any such Confidential Information           shall be subject to the terms of
this Agreement.  




        B.    Exceptions,
Return of Information. These obligations do not apply to the           use or
disclosure of information which is already known to the receiving party           through
proper means prior to disclosure by the disclosing party (as evidenced           by
written or other tangible records), is in the public domain at the time it is
          disclosed, is independently and lawfully developed by the receiving party
          completely without reference to the Confidential Information (as evidenced by
          written or other tangible records), is communicated by the receiving party
under           court order or other lawful compulsory process (provided that the
disclosing           party is given notice thereof as soon as practicable), or has been
disclosed           without restriction to the receiving party in good faith by a third
party who is           in lawful possession thereof and who has the right to make such
disclosure, or           is communicated by receiving party after receiving written
approval from the           disclosing party, or is required to be disclosed by the party
under applicable           federal or state securities laws. Within 30 days of demand by
the disclosing           party or termination of this Agreement, whichever occurs first,
the receiving           party shall return all such Confidential Information, and any
copies thereof, to           the disclosing party, provided, however, that the receiving
party shall be           allowed to maintain Confidential Information (i) which is
necessary to allow the           receiving party to perform its obligations under this
Agreement, or (ii) which           may be necessary for the receiving party to comply
with any Applicable Laws. The           obligations of this Section 14 regarding
Confidential Information           shall survive the termination of this Agreement.  




        C.    Exceptions.
Notwithstanding anything to the contrary herein, (i) Ocean           Spray shall be
allowed to transmit Confidential Information to its employees,           representatives,
agents and subcontractors on a need to know basis and to Ocean           Spray’s
board of directors; and (ii) Northland shall be allowed to transmit
          Confidential Information to its employees, representatives, agents and
          Affiliates on a need to know basis and to Northland’s board of directors.
          Notwithstanding anything to the contrary herein, Ocean Spray shall be entitled
          to inform the appropriate governmental authorities or any other third party in
          the event it believes that any of the Northland Products which have been
          rejected could reasonably be deemed to harm or injure any third parties or
          otherwise be harmful to the cranberry industry.  





20 









    15.    LABELING
AND DISCLAIMER OF INTEREST IN NORTHLAND TRADEMARKS 



        Except
as provided herein, neither this Agreement nor the performance of any Service by Ocean
Spray or its Affiliates hereunder shall give or is intended to give Ocean Spray or its
Affiliates any right, title or interest in or to any trademark owned or licensed by
Northland and Ocean Spray hereby disclaims any right, title or interest in or to any
trademark used in the packaging of Northland Products or Concentrate. Ocean Spray shall
not at any time in the future use any materials or containers bearing any such trademark
except in connection with the manufacturing and packaging of Northland Products or
Concentrate for Northland under this Agreement. 



    16.    LIENS
AND SECURITY INTERESTS  



        Ocean
Spray specifically waives any and all liens and/or security interests which it might
acquire by operation of law or otherwise in the Northland Products or Concentrate. Ocean
Spray’s continued right to possession of the Northland Products or Concentrate shall
be determined solely by the terms and conditions of this Agreement, and Ocean Spray shall
not at any time have the power of sale or disposal over any Northland Products or
Concentrate, except upon the prior written consent and at the direction of Northland.
Notwithstanding the foregoing, nothing herein shall limit or preclude Ocean Spray from
exercising full ownership rights with respect to any Northland Products and Concentrate to
which Ocean Spray acquires title under this Agreement. 



    17.    WARRANTIES 



        A.    By
Ocean Spray. Subject to Northland’s warranty in Section           4.D.,
Ocean Spray represents and warrants to Northland that the Concentrate           and the
Ocean Spray Concentrate as of the time of delivery to Northland complies           with
Applicable Law, is not adulterated and is fit for human consumption. EXCEPT           AS
SET FORTH IN THIS SECTION 17A, OCEAN SPRAY MAKES NO OTHER
          REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE CONCENTRATES, WHETHER EXPRESS
          OR IMPLIED AND EITHER IN FACT OR BY OPERATION OF LAW, AND SPECIFICALLY
DISCLAIMS           ANY AND ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING ANY WARRANTY
OF           MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, COURSE
OF           PERFORMANCE, USAGE OF TRADE AND NONINFRINGEMENT.  




        B.    Disclaimer
by Northland. OCEAN SPRAY SPECIFICALLY ACKNOWLEDGES AND AGREES           THAT (i)
NORTHLAND IS TRANSFERRING ANY NON-COMMITTED CONCENTRATE PURCHASED BY           OCEAN
SPRAY HEREUNDER AS IS, WHERE IS AND WITH ALL FAULTS OTHER THAN THOSE           FAULTS DUE
TO THE BREACH OF NORTHLAND’S WARRANTIES HEREUNDER AND (ii)           NEITHER
NORTHLAND NOR ANY OTHER PERSON IS MAKING, AND OCEAN SPRAY IS NOT RELYING           ON,
ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, OTHER THAN THOSE
          PROVIDED IN THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED,
          STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE NON-COMMITTED
          CONCENTRATE, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO
          OCEAN SPRAY BY NORTHLAND OR ANY OTHER PERSON OR OTHERWISE OBTAINED BY OCEAN
          SPRAY CONCERNING THE NON-COMMITTED CONCENTRATE.  





21 










        C.    Disclaimer
by Ocean Spray. NORTHLAND SPECIFICALLY ACKNOWLEDGES AND AGREES           THAT OCEAN
SPRAY IS NOT MAKING ANY REPRESENTATIONS AND WARRANTIES TO NORTHLAND           RELATING TO
THE PESTICIDE SCREENING PROGRAMS AS DESCRIBED IN EXHIBIT 1. Notwithstanding
anything to the contrary herein, the           Pesticide Screening Program shall not
affect the representation and warranty           made by Northland in Section 2.C or
Section 4.D. 




    18.    INDEMNIFICATION 



        A.    By
Ocean Spray. Ocean Spray shall defend, indemnify and hold Northland
          harmless from and against any and all liability, loss, damage, cost or expense
          incurred by Northland (including reasonable attorney’s fees) arising out
of           or in connection with (i) the breach of Ocean Spray’s warranties and
          agreements herein (unless such breach is caused by a breach of Northland’s
          representations, warranties and obligations hereunder), (ii) any patent
          infringement relating to any equipment, technology, process or method used by
          Ocean Spray or its Affiliates in providing the Services hereunder which is not
          specifically required by the Specifications, and (iii) any recall to the extent
          such recall is attributable to the breach of Ocean Spray’s representations
          and warranties herein, provided, however, that such indemnification in (i)
          through (iii) shall not apply to the extent that such losses, claims, damages
          and liabilities arise from the willful misconduct or gross negligence of
          Northland or its representatives .  




        B.    By
Northland. Northland shall defend, indemnify and hold Ocean Spray           harmless
from and against any and all liability, loss, damage, cost or expense           incurred
by Ocean Spray (including reasonable attorney’s fees) arising out           of or in
connection with (i) the breach of Northland’s representations,           warranties
and obligations hereunder (unless such breach is caused by a breach           of Ocean
Spray’s representations, warranties and obligations hereunder),           (ii) the
incorporation of the Concentrate into another product, unless the           Concentrate
failed to meet any of Ocean Spray’s representations and           warranties herein
(iii) any recall to the extent such recall is           attributable to the breach
of Northland’s representations and warranties           herein and (iv) intellectual
property infringement arising out of the use of           Northland’s or its
third-party licensors’ trademarks, trade names,           copyrights, brands,
marketing, label, designs or any other proprietary right at           the direction of
Northland; provided, however, that such indemnification in (i)           through (iv)
shall not apply to the extent that such losses, claims, damages and           liabilities
arise from the willful misconduct or gross negligence of Ocean Spray           or its
representatives or subcontractors .  





22 












        C.    Notice;
Third Party Claims. For purposes of this Section 18C,           “indemnified
party” and “indemnifying party” shall, as           appropriate, refer to
Northland or Ocean Spray. The indemnified party shall           promptly notify the
indemnifying party in writing in reasonable detail           (including the basis and the
dollar amount), of any claim, demand, action or           proceeding for which
indemnification will be sought under this Section, and if           such claim, demand,
action or proceeding is a third party claim, demand, action           or proceeding, the
indemnifying party will have the right at its expense to           assume the defense
thereof using counsel reasonably acceptable to the           indemnified party. The
indemnified party shall have the right to participate, at           its own expense, with
respect to any such third party claim, demand, action or           proceeding. In
connection with any such third party claim, demand, action or           proceeding, the
parties shall cooperate with each other and provide each other           with access to
relevant books and records in their possession. No such third           party claim,
demand, action or proceeding shall be settled without the prior           written consent
of the indemnified party. If a firm written offer is made to           settle any such
third party claim, demand, action or proceeding that includes a           full release of
the indemnified party and involves only monetary damages and the           indemnifying
party proposes to accept such settlement and the indemnified party           refuses to
consent to such settlement, then: (i) the indemnifying party shall be           excused
from, and the indemnified party shall be solely responsible for, all           further
defense of such third party claim, demand, action or proceeding; (ii)           the
maximum liability of the indemnifying party relating to such third party           claim,
demand, action or proceeding shall be the amount of the proposed           settlement if
the amount thereafter recovered from the indemnified party on such           third party
claim, demand, action or proceeding is greater than the amount of           the proposed
settlement; and (iii) the indemnified party shall pay all           reasonable costs and
expenses (including reasonable attorneys’ fees and           expenses) incurred
after rejection of such settlement by the indemnified party,           but if the amount
thereafter recovered by such third party from the indemnified           party is less
than the amount of the proposed settlement, the indemnified party           shall be
reimbursed by the indemnifying party for such reasonable costs and           expenses up
to a maximum amount equal to the difference between the amount           recovered by
such third party and the amount of the proposed settlement. The           indemnified
party shall cooperate with the indemnified party and its legal           representatives
and accountants in the investigation of any action, claim, or           liability covered
by this Agreement.  




        D.    Limitations
on Liability. The amounts for which an indemnifying party           shall be liable
under Sections 18A and 18B shall be net of any           insurance proceeds
received or to be received by the indemnified party in           connection with the
facts and circumstances giving rise to the right of           indemnification. OCEAN
SPRAY SHALL HAVE NO LIABILITY TO NORTHLAND OR ANY           THIRD PARTY FOR DAMAGES OR
LIABILITY OR INJURY TO A THIRD PARTY ARISING FROM THE           MISUSE OR MISAPPLICATION
OF THE CONCENTRATE OR FROM THE CONCENTRATE BEING           INCORPORATED INTO ANOTHER
PRODUCT UNLESS THE CONCENTRATE FAILED TO MEET ANY           OCEAN SPRAY REPRESENTATIONS
AND WARRANTIES HEREIN. The liability of any           party shall be limited such
that the indemnified party shall not be entitled to           more than one recovery for
any single loss, damage, cost, expense, liability,           obligation or claim even
though such may have resulted from the breach or           inaccuracy of more than one of
the representations, warranties, covenants or           agreements made by the
indemnifying party in this Agreement. If Northland has           properly rejected
Concentrate in accordance with Section 5.C. by reason           of non-compliance
with the specifications on Exhibit 3 or for           non-compliance with the
other terms, conditions and provisions of this Agreement           within the applicable
thirty (30) day period for rejection or for any damages,           defects, shortages or
failure to meet specifications on Exhibit 3,           notwithstanding anything to
the contrary herein, Northland’s sole and           exclusive remedy (unless
otherwise agreed to in writing by the parties) for any           properly rejected
Concentrate or shortages shall be replacement concentrate,           which meets the
specifications on Exhibit 3, which shall be shipped at           Ocean Spray’s
cost to Northland (provided that Northland had previously           paid the shipment
costs associated with such rejected Concentrate), and           delivered in a reasonable
time.  




23 











        E.    Exclusivity.
The rights of indemnity provided in this Agreement shall be           exclusive of all
other rights of indemnity or contribution, whether created by           law or otherwise
after the Effective Date relating in any way to the subject           matter of this
Agreement.  




    19.    TERMINATION
AND RETURN OF PROPERTY 



        A.    By
Northland. In the event Ocean Spray breaches any representation or           warranty
or fails to perform any obligation in this Agreement, Northland may, in           its
sole discretion, after providing Ocean Spray with a 60-day written notice to
          cure, terminate this Agreement, provided that Northland shall have the ability
          to terminate this Agreement in the event any nonpayment to Northland is not
          received within 30 days of notice of default, unless such nonpayment is
disputed           in good faith by Ocean Spray.  




        B.    By
Ocean Spray. If at any time Northland breaches any representation or
          warranty or fails to perform any obligation in this Agreement, Ocean Spray may,
          in its sole discretion, after providing Northland with a 60-day written notice
          to cure, terminate this Agreement, provided that Ocean Spray shall have the
          ability to terminate this Agreement in the event any nonpayment to Ocean Spray
          is not received within 30 days of notice of default, unless such nonpayment is
          disputed in good faith by Northland.  




        C.    Termination
for Small Harvests. Ocean Spray may, in its sole discretion,           terminate this
Agreement, as provided in this Section 19.C., if the           deliveries to Ocean
Spray during any harvest are less than 100,000 Barrels and           only in accordance
with the following procedures:  




	 	        1.              Ocean
Spray may provide written notice to Northland prior to March 30 of a
          calendar year (based upon the deliveries in the immediately prior harvest),
that           Ocean Spray does not desire to process fruit for the following harvest and
that           it desires to terminate this Agreement. In such case, Ocean Spray shall
          terminate this Agreement effective as of October 6 of such calendar year,
          provided that Ocean Spray shall continue to receive, clean and bin (but not
          process) the Northland Products at the rate specified in Exhibit 4 for
          the first fall harvest after the notice of termination, and Section 2.A.2          shall
continue in existence until December 1 of such calendar year.  







	 	        2.              Ocean
Spray may also provide written notice to Northland after March 30 of a           calendar
year (based upon the deliveries in the immediately prior harvest) that           it
desires to terminate this Agreement, Ocean Spray shall terminate this           Agreement
effective as of October 6 of the following calendar year, provided           that Ocean
Spray shall (i) continue to process fruit for the first fall harvest           after the
notice of termination (and all of Ocean Spray’s other obligations           under
this Agreement, including under Section 5.E. shall remain in           effect) and
(ii) continue to receive, clean and bin (but not process) the           Northland
Products at the rate specified in Exhibit 4 for the second fall           harvest
after the notice of termination, and Section 2.A.2  shall           continue in
existence until December 1 of such year.  








24 









        D.    Return
of Property on Termination. Upon termination of this Agreement for           any
reason, Ocean Spray shall assemble for delivery to carriers of           Northland’s
selection all Northland Products and Concentrate provided that           Ocean Spray may
request payment in full for any Fees owed to it hereunder prior           to the release
of such products. Costs of such delivery shall be borne by           Northland if
termination is by Ocean Spray pursuant to Section 19.B. and           by Ocean
Spray is termination is by Northland pursuant to Section 19.A.  




        E.    Return
of Records on Termination. In the event of any termination of this
          Agreement, Ocean Spray agrees for itself and its employees and Affiliates to
          promptly deliver to Northland all written and other tangible originals and
          copies of all technical, confidential, and proprietary information, and not
          retain any copies thereof or use any such information without the prior written
          consent of Northland, except that Ocean Spray may retain those records it is
          required to maintain at the Processing Plant, or such other processing location
          pursuant to and for such period as may be required under Applicable Laws.  




    20.    OTHER
OBLIGATIONS 



        A.    Further
Actions; Filings. Upon the terms and subject to the conditions           hereof, each
of the parties hereto shall use its reasonable best efforts to           (i) take,
or cause to be taken, all appropriate action and do, or cause to           be done, all
things necessary, proper or advisable under applicable law or           otherwise to
consummate and make effective the transactions contemplated by this           Agreement,
(ii) obtain from Governmental Entities any consents, licenses,           permits,
waivers, approvals, authorizations or orders required to be obtained or           made by
either party in connection with the authorization, execution and           delivery of
this Agreement and the consummation of the transactions contemplated           by this
Agreement and (iii) make all necessary filings, and thereafter make           any
other submissions, with respect to this Agreement, the transactions
          contemplated by this Agreement that are required under applicable law. The
          parties hereto shall cooperate with each other in connection with the making of
          all such filings.  




        B.    Other
Requests. The parties agree to use their reasonable best efforts to           take,
or cause to be taken, all actions necessary to perform and consummate the
          services and transactions contemplated by this Agreement, including using
          reasonable best efforts to make all necessary government filings, respond to
          government requests for information, and obtain all necessary governmental,
          judicial or regulatory actions or non-actions, orders, waivers, consents,
          clearances, extensions and approvals. If suit or other action is threatened or
          instituted by any Governmental Entity or other entity challenging the validity
          or legality, or seeking to restrain the performance and consummation of the
          services and transactions contemplated by, this Agreement, the parties shall
use           reasonable best efforts to avoid, resist, resolve or, if necessary, defend
such           suit or action, and shall each bear their own costs incurred in connection
with           doing so.  




        C.    Notification.
Each party shall promptly notify the other party in writing           of any pending or,
to the knowledge of such party, threatened action, proceeding           or investigation
by any Governmental Entity or any other person           (i) challenging or seeking
damages in connection with this Agreement or the           transactions contemplated
hereunder or (ii) seeking to restrain, limit or           prohibit the consummation
of the services and transactions contemplated by this           Agreement.  




25 










        D.    Exceptions.
Notwithstanding anything to the contrary in this Agreement,           to the extent the
action of a Governmental Entity described in this Section 20 prevents either
party from carrying out any of its           obligations under this Agreement, provided
that the parties comply with their           obligations in Section 20.B.:
(i)neither party may assert a claim for           breach of this Agreement on account of
actions or inactions of the other party           taken to comply with such Governmental
Entity’s action, (ii) neither party           may be entitled to any termination or
reformation of this Agreement due to such           Governmental Entity’s action,
and (iii) neither party may make any other           claim against the other party in
connection with such Governmental Entity’s           action.  




        E.    DEFINITIONS  




        The
following capitalized terms when used herein shall have the meaning indicated below.
Definitions of certain other capitalized terms are set forth elsewhere in this Agreement. 



        “Affiliates”
shall mean any person (including but not limited to natural persons, corporations, limited
liability companies, limited partnerships, general partnerships, limited liability
partnerships, joint ventures, trusts, land trusts, business trusts and other
organizations) who, controls, is controlled by or is under common control with such
person. 



        “Allowable
Acreage” shall mean (i) the total acreage of cranberry marshes owned or leased by
Northland or its Affiliates, (ii) the total acreage of cranberry marshes under contract by
and between Northland or its Affiliates and any third party contract growers, (iii) the
total acreage of cranberry marshes owned (directly or indirectly) or leased by John
Swendrowski, or his spouse or trusts for the benefit of his children or any entity
controlled directly or indirectly by John Swendrowski and (iv) the total acreage of
cranberry marshes under contract by and between John Swendrowski or his spouse or trusts
for the benefit of his children, or any entity controlled directly or indirectly by John
Swendrowski on the one hand and any third party contract growers on the other hand. 



        “Allowed
Monthly Concentrate” shall mean (i) with respect to the month of October of each
Year under this Agreement, one twelfth of the amount of Concentrate required to be
produced by Ocean Spray at the yield guarantee specified in Section 3 from the
Northland Products delivered to Ocean Spray from the beginning of the harvest through the
end of October of such Year (the “Allowed October Concentrate”), and (ii)
with respect to any of the months of November through September of each Year under this
Agreement, one-eleventh of the excess of (A) the amount of concentrate required to be
produced by Ocean Spray at the yield guarantee specified in Section 3 from the
Northland Products delivered to Ocean Spray from the beginning of the harvest through
December 1 of such Year over (B) the Allowed October Concentrate for such Year. For
purposes of illustration, assuming that 600,000 Paid Weight Barrels of Northland Products
were delivered to Ocean Spray by October 31, 2004, and that the yield guarantee is equal
to 1.66, the Allowed Monthly Concentrate related to October 2004 would be equal to 83,000
gallons ((600,000 X 1.66)/12). Assuming that an additional 20,000 Paid Weight Barrels of
Northland Products were delivered to Ocean Spray during the month of November 2004, the
Allowed Monthly Concentrate related to each of the months of November 2004 through
September 2005 shall be equal to 86,018.18 gallons (((620,000 X 1.66) — 83,000)/11). 



        “Bandon
Plant” shall mean the processing plant located at Highway 101 South, Bandon,
Oregon. 




26 









        “Barrel”
shall mean 100 pounds of cranberries. 



        “Change
in Control” shall mean through a single transaction or a series of transactions
(i) Sun Northland LLC and their Affiliates and John Swendrowski, no longer own more than
50% of the voting securities of Northland (whether by stock purchase, redemption, merger
or otherwise), (ii) all or substantially all of the assets of Northland are transferred to
one or more non-Affiliate(s) (other than as contemplated by the Option Agreement or the
Asset Purchase Agreement), (iii) the Northland trademark or brand or another trademark or
brand owned by Northland is transferred to a non-Affiliate or (iv) another brand is
purchased by Northland. In the event there is any other material change in
Northland’s manner of conducting its business related to the Northland trademark or
brand or another trademark or brand owned by Northland, including without limitation the
licensing of a trademark or brand owned by Northland to a third party, entering into a
marketing or distribution agreement or a joint venture agreement, or any other similar
agreement, Ocean Spray shall have the right to declare such change in Northland’s
business to be a Change in Control. 



        “Concentrate”
shall mean all the cranberry juice concentrate produced by Ocean Spray from the deliveries
of Northland Products. 



        “Dispute”
shall mean any dispute or disagreement between Ocean Spray and Northland concerning the
interpretation of this Agreement, the validity of this Agreement, any breach or alleged
breach by any party under this Agreement or any other matter relating in any way to this
Agreement; and (b) exclude any dispute or disagreement between the parties concerning the
Non-Committed Concentrate Price, which shall be resolved pursuant to the provisions of
Section 5.G. of this Agreement. 



        “Eagle
River Facility” shall mean the facility located at 703 West Pine Street, Eagle
River, Wisconsin. 



        “Governmental
Entity” shall mean any government or subdivision thereof, domestic, foreign or
supranational, any administrative, governmental or regulatory authority, agency,
commission, tribunal or body, domestic, foreign or supranational, or any court or other
judicial authority. 



        “Holdback
Inventory” shall mean the cranberry juice concentrate owned by Northland as of
the date of this Agreement. 



        “Lot”
shall mean (i) those cranberries delivered from the cranberry marshes described in the
definition of Allowable Acreage in (i)during any twenty four hour calendar day and (ii)
each load of cranberries from cranberry marshes described in the definition of Allowable
Acreage in (ii) (iii) and (iv). 



        “Maximum
Deliveries” shall mean for any given Year under this Agreement, the amount of
Northland Products harvested from the Allowable Acreage during the month of September
immediately preceding such Year, and in October and November during such Year, provided
that following a Change in Control the Maximum Delivery for any Year shall be equal to the
Northland Products harvested from marshes comprising total acreage of no more than (x)
110% of the Allowable Acreage as of the date hereof (y) minus the acreage of any marshes
sold by Northland after the date of this Agreement and prior to the Change in Control
(which amount will not be subtracted if the buyer of the marsh becomes a Northland
contract grower or Northland or its Affiliates leases the applicable marsh in a sale lease
back arrangement.) 




27 









        “Northland
Products” shall mean all cranberries harvested from the Allowable Acreage. 



        “Ocean
Spray Concentrate” shall mean the cranberry juice concentrate provided by Ocean
Spray as Substitute Goods. 



        “Option
Agreement” shall mean the Option Agreement by and between Northland and Ocean
Spray, dated as of the date hereof. 



        “Oregon
Contract Growers” shall mean all third-party contract growers who have committed
to deliver cranberries grown by them from marshes located in the states of Oregon or
Washington. 



        “Paid
Weight Barrel” shall mean one Barrel of cranberries less debris, rot and moisture
as determined by sampling and evaluation at the time of delivery to Ocean Spray in
accordance with Exhibit 2. 



        “Processing
Plant” shall mean the processing plant located at 3131 Industrial Street,
Wisconsin Rapids, WI. 



        “Purchase
Agreement” shall mean the Asset Purchase Agreement by Ocean Spray and Northland
as of the date hereof. 



        “Shipment”
shall mean an amount of Concentrate produced by Ocean Spray and ordered for use by
Northland. 



        “Specifications”
shall mean the formulae, standards and manufacturing procedures as set forth in
Exhibits 1, 2 and 3 attached hereto. 



        “Year”
shall mean, for any given year under this Agreement, the period of time from October 1 to
and including September 30 of the next year. For example, any reference to Year One of
this Agreement shall refer to the period of time from October 1, 2004 to and including
September 30, 2005. 



        Each
capitalized term listed below is defined in the corresponding Section listed below: 



	Term	Section No.
	
Agreement	Preamble
	Applicable Laws	4.D
	Confidential Information	14.A
	CPR	22.E.3
	Effective Date	1.C







28 












	Excess Products Option	1.A
	Fees	12.A
	Final Rejection	4.C
	GMA	9.B
	Indemnified Party	18.C
	Indemnifying Party	18.C
	Initial Rejection	4.C
	Lease Term	2.C
	Non-Committed Concentrate	5.E
	Non-Committed Concentrate Price	5.E
	Northland	Preamble
	Ocean Spray	Preamble
	Purchase Price Statement	5.F
	Replacement	22.E.11
	Request	22.E.3
	Rejected Northland Products	2.C
	Resolving Accounting Firm	5.G
	Revised Non-Committed Concentrate Price	5.G
	Rolling Forecast	5.A
	Services	2.A
	Shipment Order	5.B
	Statement Differential	5.G
	Substitute Goods	7.C
	Term	1.C
	Transitional Services	2.C
	Unauthorized Loss	7.C








    21.    MISCELLANEOUS  



        A.    No
Assignment. Neither party may assign or transfer this Agreement           without the
express written consent of the other party. Notwithstanding the           foregoing,
Northland may assign this Agreement without the consent of Ocean           Spray to any
person, corporation or other entity with or into which Northland           may be merged,
or to which all or substantially all of its assets (or its           remaining assets, at
any given time) or the Northland brand may be sold or           otherwise transferred,
and Northland hereby agrees that in connection with any           such transaction, at
Ocean Spray’s option, Northland shall obtain from the           other party or
parties to such transaction its or their agreement to assume and           be responsible
for all of Northland’s obligations hereunder and otherwise           to be bound by
the terms of this Agreement. Each party agrees to notify the           other party within
fifteen (15) calendar days following any assignment that does           not require the
other party’s consent. Northland agrees to send Ocean Spray           a notice
within fifteen (15) days of a Change in Control. Northland also may           assign this
Agreement to any of its lenders as collateral security. Ocean Spray           may assign
this Agreement without the consent of Northland to (i) an Affiliate           or (ii) any
of its lenders as collateral security, provided that Ocean Spray           shall remain
responsible for all of its obligations hereunder. This Agreement           shall be
binding upon and inure to the benefit of the respective parties hereto           and
their permitted successors and assigns. Notwithstanding anything to the
          contrary herein, Ocean Spray may subcontract with third parties to provide any
          of its obligations hereunder including but not limited to any of its processing
          or storage obligations; provided that Ocean Spray may only subcontract with
          third parties to perform its receiving obligations with the prior consent of
          Northland.  





29 









        B.    Notices.
All notices, requests, demands and other communications           hereunder shall be
given in writing and shall be: (1) personally delivered; (2)           sent by
telecopier, facsimile transmission or other electronic means of           transmitting
written documents; or (3) sent to the parties at their respective           addresses
indicated herein by registered or certified U.S. mail, return receipt           requested
and postage prepaid, or by private overnight mail courier service. All           such
notices, demands or requests shall be to the following addresses, or to           such
other address as either party may designate, in writing, from time to time:  




	 	
If
to Northland: 






	 	
Northland
Cranberries, Inc.
2321 West Grand Avenue
Wisconsin Rapids, WI 54495 
Attention: Kenneth A.
Iwinski, Vice President Legal
Facsimile: 715-422-6840 






	 	
With
a copy to 






	 	
Kirkland
& Ellis LLP
Attn: Douglas C. Gessner
200 East Randolph Drive
Chicago, IL 60601
Facsimile:
312-861-2200 






	 	
If
to Ocean Spray: 






	 	
Ocean
Spray Cranberries, Inc.
One Ocean Spray Drive
Lakeville-Middleboro, MA 02349
Attention: Neil
F. Bryson, General Counsel
Facsimile: (508) 946-7304 






	 	
With
a copy to:  






	 	
Quarles
& Brady LLP 
411 East Wisconsin Avenue 
Suite 2040 
Milwaukee, WI 53202 
Attention:
Fredrick G. Lautz 
Facsimile: 414-271-3552  









30 









        C.    Severability.
If any provision of this Agreement is declared invalid as           contrary to law or
public policy, the remaining provisions hereof shall continue           to remain in full
force and effect.  




        D.    Governing
Law. This Agreement shall be governed by and construed in           accordance with
the laws of the State of Wisconsin without regard to principles           of conflicts of
law. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO           A TRIAL BY JURY
IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST           SUCH PARTY IN
RESPECT OF ITS, HIS OR HER OBLIGATIONS HEREUNDER OR THE           TRANSACTIONS
CONTEMPLATED HEREBY.  




        E.    Dispute
Resolution.  




	 	        1.    Process.
If a Dispute arises, the parties shall follow the procedures           specified in this
Section 22.E.  







	 	        2.    Negotiations.
Ocean Spray and Northland shall promptly attempt to resolve           any Dispute by
negotiations between Ocean Spray and Northland. Either party may           give the other
party written notice of any Dispute not resolved in the normal           course of
business. The parties shall meet at a mutually acceptable time and           place within
five (5) calendar days after delivery of such notice, and           thereafter as often
as they reasonably deem necessary, to exchange relevant           information and to
attempt to resolve the Dispute. If the Dispute has not been           resolved by the
parties within fifteen (15) calendar days of the disputing           party’s notice,
or if the parties fail to meet within such five (5)           calendar days, either party
may initiate mediation as provided in Section           22.E.3. of this Agreement.
If a negotiator intends to be accompanied at a           meeting by legal counsel, the
other negotiator shall be given at least three (3)           business days’ notice
of such intention and may also be accompanied by           legal counsel.  







	 	        3.    Mediation.
If the Dispute is not resolved by negotiations pursuant to Section 22.E.2. of this
Agreement, the parties shall attempt in good           faith to resolve any such Dispute
by nonbinding mediation. Either party may           initiate a nonbinding mediation
proceeding by a request in writing to the other           party (the “Request”),
and both parties will then be obligated to           engage in a mediation. The
proceeding will be conducted in accordance with the           then current Center for
Public Resources (“CPR”) Model Procedure for           Mediation of Business
Disputes, with the following exceptions:  







	 	        (i)              if
the parties have not agreed within ten (10) calendar days of the Request on           the
selection of a mediator willing to serve, CPR, upon the request of either
          party, shall appoint a member of the CPR Panels of Neutrals as the mediator;
and  







	 	        (ii)              efforts
to reach a settlement will continue until the conclusion of the           proceedings,
which shall be deemed to occur upon the earliest of the date that:           (a) a
written settlement is reached; or (b) the mediator concludes and informs           the
parties in writing that further efforts would not be useful; or (c) the           parties
agree in writing that an impasse has been reached; or (d) is thirty (30)
          calendar days after the Request and none of the events specified in Sections 22.E.3.ii.(a),
(b) or (c) have occurred. No           party may withdraw before the
conclusion of the proceeding.  








31 









	 	        4.    Submission
to Adjudication. If a Dispute is not resolved by negotiation           pursuant to Section
22.E.2. of this Agreement or by mediation pursuant to Section 22.E.3. of this
Agreement within 50 calendar days after           initiation of the negotiation process
pursuant to Section 22.E.2. of this           Agreement, such Dispute and any
other claims arising out of or relating to this           Agreement may be heard,
adjudicated and determined in an action or proceeding           filed in any state or
federal court sitting in Milwaukee County, Wisconsin.  







	 	        5.    Provisional
Remedies. At any time during the procedures specified in Sections 22.E.2. and
22.E.4. of this Agreement, a party may seek a           preliminary injunction or
other provisional judicial relief if in its judgment           such action is necessary
to avoid irreparable damage or to preserve the status           quo. Despite such action,
the parties will continue to participate in good faith           in the procedures
specified in this Section 22.E.  







	 	        6.    Tolling
Statutes of Limitations. All applicable statutes of limitation           and defenses
based upon the passage of time shall be tolled while the procedures           specified
in this Section 22.E. of this Agreement are pending. The           parties will
take such action, if any, as is required to effectuate such           tolling.  







	 	        7.    Performance
to Continue. Each party is required to continue to perform           its obligations
under this Agreement pending final resolution of any Dispute.  







	 	        8.    Extension
of Deadlines. All deadlines specified in this Section           22.E. of this
Agreement may be extended by mutual agreement between Ocean           Spray and
Northland.  







	 	        9.    Enforcement.
The parties regard the obligations in this Section           22.E. of this
Agreement to constitute an essential provision of this           Agreement and one that
is legally binding on them. In case of a violation of the           obligations in this
Section 22.E. of this Agreement by either Ocean Spray           or Northland, the
other party may bring an action to seek enforcement of such           obligations in any
state or federal court sitting in Milwaukee County,           Wisconsin.  







	 	        10.    Costs.
Ocean Spray and Northland shall each pay: (i) their own costs,           fees, and
expenses incurred in connection with the application of the provisions           of this
Section 22.E. of this Agreement; and (ii) fifty percent (50%) of           the
fees and expenses of CPR and the mediator in connection with the application           of
the provisions of Section 22.E.3. of this Agreement.  







	 	        11.    Replacement.
If CPR is no longer in business or is unable or refuses or           declines to act or
to continue to act under this Section 22.E. of this           Agreement for any
reason, then the functions specified in this Section           22.E. of this
Agreement to be performed by CPR shall be performed by another           entity or
individual engaged in a business equivalent to that conducted by CPR           as is
agreed to by Northland and Ocean Spray (the “Replacement”). If           Ocean
Spray and Northland cannot agree on the identity of the Replacement within           ten
(10) calendar days after a Request, the Replacement shall be selected by the
          Chief Judge of the United States District Court for the Eastern District of
          Wisconsin upon application. If a Replacement is selected by either means, this
Section 22.E. shall be deemed appropriately amended to refer to such
          Replacement.  








32 









        F.    No
Waiver. A waiver of a breach or default will not constitute a waiver           of any
terms or conditions of this Agreement or of any subsequent similar breach           or
default.  




        G.    Survival.
Except as otherwise provided in this Agreement, any           representations,
warranties, indemnification rights, and guarantees of either           party contained in
this Agreement shall survive the termination of the           Agreement.  




        H.    Incorporation
of Exhibits. All Exhibits which are attached hereto are           incorporated herein
by reference.  




        I.    Entire
Agreement. This Agreement constitutes the entire agreement of the           parties
with respect to the matters set forth herein. No conflicting, additional           or
different terms, provisions or conditions contained in any proposals,
          quotations, purchase orders, confirmations, acknowledgments, acceptances,
          invoices or similar documents used by the parties to facilitate specific
          deliveries of the Northland Products or purchases of the Concentrate pursuant
to           this Agreement shall have any applicability with respect to the deliveries
of           the Northland Products or purchase and sale of the Concentrate hereunder;
          provided, however, that specific information covering quantities, delivery
          dates, methods of transportation and other miscellaneous information used to
          implement the deliveries of the Northland Products or the purchase and sale of
          the Concentrate hereunder shall apply to the extent not inconsistent with this
          Agreement.  




        J.    Counterparts.
This Agreement may be executed in one or more counterparts,           each of which shall
be deemed an original, but all of which together shall           constitute one and the
same instrument.  




        K.    Force
Majeure. If either party is prevented from carrying out its           obligations
under this Agreement by events beyond its reasonable control,           including acts or
omissions of the other party, acts of God or government           (including the
Cranberry Marketing Order as promulgated by the United States           Department of
Agriculture), natural disasters or storms, fire, act of terrorism,           explosion,
riot, blackout, war or political strike, labor disputes (excluding           labor
disputes for Ocean Spray’s own employees), failure or delay of third           party
transportation, or the unavailability of raw materials, then such           party’s
performance of its obligations prevented by such force majeure           event hereunder
shall be excused during the period of such event and the time           for performance
of such obligations shall be automatically extended by the same           period. Ocean
Spray will use reasonable efforts to store the Concentrate at at           least two
different freezer locations. If there is a force majeure which affects           the
Processing Plant, Ocean Spray will use reasonable efforts to receive           Northland
Products at Ocean Spray’s other Wisconsin locations. If there is           a force
majeure which affects Ocean Spray’s ability to process Northland           Products
hereunder, Ocean Spray, at its option, shall either (1) allow Northland           to move
the Northland Products to another location to be processed at           Northland’s
expense (and Northland shall receive a credit for all Fees           previously paid with
respect to such fruit less fees applicable to any completed           receiving,
cleaning, binning, freezing and storage services for such fruit) and           there
shall be no restriction on the rights of Northland to sell or otherwise           use
such Northland Products moved to another location, or (2) subcontract the
          processing of the Northland Products to a third party. If Ocean Spray has a
          labor dispute with its employees, Northland will take reasonable efforts to
work           with Ocean Spray to have the Northland Products delivered to other Ocean
Spray           locations.  





33 









        L.    Party
Representatives. Throughout the Term, Ocean Spray and Northland           shall each
designate representatives to facilitate cooperation between the           parties
regarding their respective obligations under this Agreement. Such
          representatives may be changed from time to time by notice from one party to
the           other. Attached hereto as Exhibit 6 are the initial
representatives           designated by each of the parties and their specific areas of
responsibilities.  




        M.    No
Third Party Beneficiaries. Nothing in this Agreement, express or           implied,
is intended to confer on any other person or entity other than           Northland and
Ocean Spray and their respective successors and assigns (to the           extent
permitted under Section 22.A) any rights or remedies under or           by
virtue of this Agreement.  




        N.    Independent
Contractor. In performing services pursuant to this           Agreement, Ocean Spray
shall operate as in independent contractor.  




        O.    Specific
Performance. In addition to other remedies provided by law or           equity, upon
a breach by one party of any of the covenants contained in this           Agreement, the
other party shall be entitled to have a court of competent           jurisdiction enter
an injunction prohibiting any further breach of the covenants           contained in this
Agreement, other than as provided in Section 20.B.  




        P.    Modification.
Following the third harvest under this Agreement, the           parties agree to
negotiate in good faith to determine if commingling of Ocean           Spray cranberries
and Northland Products will be permitted, and, if commingling           is permitted,
agree to make any changes to this Agreement which are necessary           changes to
permit Ocean Spray to commingle the Ocean Spray products and           Northland
Products.  




[Remainder of Page Left
Blank Intentionally; Signature Page Follows] 















34 












        IN
WITNESS WHEREOF, the parties have executed this Toll Processing Agreement as of the date
and year first above written. 



		NORTHLAND CRANBERRIES, INC.
	

 	By:  /s/ John Swendrowski
		Its:  Chief Executive Officer
	


 	OCEAN SPRAY CRANBERRIES, INC.
	

 	By:  /s/ Mike Stamatakos
		Its:  Vice President, Operations