ASSET PURCHASE
AGREEMENT  



BY AND BETWEEN  



OCEAN SPRAY
CRANBERRIES, INC.  



AND  



NORTHLAND CRANBERRIES,
INC.  



September 23, 2004  












TABLE OF CONTENTS 








		Page
	
ARTICLE I PURCHASE AND SALE OF PURCHASED ASSETS	1 
	         1.1      Basic Transaction	1 
	         1.2      Assumed Liabilities	2 
	         1.3      Physical Inventory	3 
	         1.4      Examination of Cranberry Inventory	3 
	
ARTICLE II BASIC TRANSACTION	3 
	         2.1      Payment of Purchase Price	3 
	         2.2      Closing	5 
	         2.3      Allocation of Purchase Price	5 
	         2.4      Closing Deliveries	6 
	         2.5      Real Estate Matters	7 
	         2.6      No Representations	7 
	
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY	8 
	         3.1      Organization and Qualification	8 
	         3.2      Authority	8 
	         3.3      No Violation	9 
	         3.4      Title to Purchased Assets	9 
	         3.5      Broker's Fees	9 
	         3.6      Legal Compliance	9 
	         3.7      Tax Matters	10 
	         3.8      Real Property	10 
	         3.9      Contracts	11 
	         3.10    Powers of Attorney	12 
	         3.11    Litigation	12 
	         3.12    Employees	12 
	         3.13    Inventory	12 
	         3.14    Purchased Assets	13 
	
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER	13 
	         4.1      Organization and Qualification	13 
	         4.2      Authority	13 
	         4.3      No Violation	14 
	         4.4      Finder's Fees	14 
	         4.5      Litigation	14 
	         4.6      Company Stock	14 
	
ARTICLE V AGREEMENTS	14 
	         5.1      Confidentiality	14 
	         5.2      Customer List	15 
	         5.3      Public Disclosure	15 







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TABLE OF CONTENTS
(continued) 








		Page
	
         5.4      Further Actions; Filings	15 
	         5.5      Employees; Employment and Benefit Arrangements	16 
	         5.6      Right to Occupy Office Building	17 
	         5.7      Proration of Real Property Expenses	17 
	
ARTICLE VI CONDITIONS TO CLOSING	18 
	         6.1      Conditions to Each Party's Closing Obligation	18 
	         6.2      Additional Conditions to Obligations of the Company	18 
	         6.3      Additional Conditions to the Obligations of Buyer	19 
	
ARTICLE VII DEFINED TERMS	19 
	
ARTICLE VIII INDEMNIFICATION	23 
	         8.1      Company's Indemnity	23 
	         8.2      Buyer's Indemnity	24 
	         8.3      Provisions Regarding Indemnities	24 
	
ARTICLE IX CONFIDENTIALITY	28 
	         9.1      Definition of Confidential Information	28 
	         9.2      Use of Confidential Information	29 
	         9.3      Confidentiality	29 
	         9.4      Legal Requirement to Disclose	29 
	
ARTICLE X GENERAL PROVISIONS	30 
	         10.1    Notices	30 
	         10.2    Interpretation	31 
	         10.3    Counterparts	31 
	         10.4    Entire Agreement; Nonassignability; Parties in Interest	31 
	         10.5    Expenses	31 
	         10.6    Tax Matters	32 
	         10.7    Amendment	32 
	         10.8    Severability	32 
	         10.9    Remedies Cumulative	32 
	         10.10  Governing Law; Waiver of Jury Trial	32 
	         10.11  Rules of Construction	32 
	         10.12  No Right of Offset	33 
	         10.13  Further Assurances	33 
	         10.14  Deliveries to Buyer	33 









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EXHIBITS 


	Exhibit A	—  Legal description of Processing Plant and Storage Facility
	Exhibit B	—  Legal description of the Office Building
	Exhibit C	—  Form of Bill of Sale -- Non-Qualified Cranberry Inventory
	Exhibit D	—  Form of Escrow Agreement
	Exhibit E	—  Form of Special Warranty Deed
	Exhibit F	—  Form of Bill of Sale -- Purchased Assets
	Exhibit G	—  Form of Assignment and Assumption Agreement for Assumed Liabilities
	Exhibit H	—  Form of Opinion from Buyer's Counsel
	Exhibit I	—  Form of Opinion from Company's Counsel
	Exhibit J	—  Form of Office Building Lease Agreement
	Exhibit K	—  Form of Toll Processing Agreement
	Exhibit L	—  Form of Laboratory Lease
	Exhibit M	—  Form of Stipulation
	Exhibit N	—  Form of Release
	Exhibit O	—  Form of Purchased Owned Real Property
	Exhibit P	—  Form of Processing Plant Lease

























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ASSET PURCHASE
AGREEMENT 



        This
ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered
into as of September 23, 2004, by and between Ocean Spray Cranberries, Inc., a
Delaware corporation (“Buyer”), and Northland Cranberries, Inc., a
Wisconsin corporation (the “Company”). 



RECITALS 



        WHEREAS,
subject to the terms and conditions set forth herein, Buyer desires to purchase from the
Company (subject to the assumption of certain liabilities), and the Company desires to
sell to Buyer (subject to the assumption of certain liabilities), certain of the assets of
the Company for the consideration set forth herein. 



        NOW,
THEREFORE, in consideration of the representations, warranties, covenants and
agreements set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows: 



ARTICLE I
 
PURCHASE AND SALE OF PURCHASED ASSETS  



        1.1
    Basic Transaction.  





        (a)              Purchased
Assets. On the terms and subject to the conditions set forth in this           Agreement,
Buyer shall purchase from the Company, and the Company shall sell,           convey,
assign, transfer and deliver to Buyer on the Closing Date, all of the           Company’s
right, title and interest in the following (the           “Purchased Assets”):  





            (i)              the
processing plant (the “Processing Plant”) and storage facility           (the
“Storage Facility”) located at 3130 Industrial Street,           Wisconsin
Rapids, WI (including the equipment and office supplies located           thereon, other
than the equipment and office supplies set forth on Section 1.1(b) of the
Company Disclosure Schedule), as legally           described on Exhibit A attached
hereto;  





            (ii)              the
office building and workshop (the “Office Building”) located at           2930 Industrial
Street, Wisconsin Rapids, WI (excluding all equipment,           furniture, supplies and
other personal property located thereon, other than the           equipment, furniture,
supplies and other personal property set forth on Section 1.1(a)(ii) of the
Company Disclosure Schedule), as legally           described on Exhibit B attached
hereto;  





            (iii)              all
cranberry inventory (in frozen fruit form) owned by the Company (excluding           (A)
the Holdback Inventory, (B) the Excluded Inventory and (C) any of the crop
          harvested or to be harvested in the fall of 2004 located on any of the
          Company’s marshes or to be delivered from any of the Company’s
          contract growers);  





            (iv)              the
contracts set forth on Section 1.1(a)(iv) of the Company Disclosure
          Schedule (the “Purchased Contracts”);  














            (v)              the
personal property set forth on Section 1.1(a)(v) of the Company           Disclosure
Schedule;  





            (vi)              originals
or copies of all books and records that relate primarily to the           Purchased
Assets;  





            (vii)              the
customer list consisting of those customers of the Business which are           parties
to the open purchase orders listed on Section 1.2(a) of the           Company
Disclosure Schedule and those customers which have had open purchase           orders
with the Company during the two previous fiscal years (the           “Customer
List”); and  





            (viii)              all
assignable permits, licenses or certifications that relate primarily to the
          Purchased Assets.  





        (b)              Excluded
Assets. Notwithstanding the foregoing, all properties, assets and           rights of the
Company other than the Purchased Assets (the “Excluded           Assets”)
are expressly excluded from the purchase and sale contemplated           hereby and, as
such, are not included in the Purchased Assets, including, but           not limited to,
(i) all of the marshes owned by the Company (including the           improvements and
equipment located thereon), (ii) the Holdback Inventory and the           Excluded
Inventory, (iii) all trade names, trademarks or service marks owned or           used by
the Company and (iv) all of the equipment, office supplies and personal
          property listed on Section 1.1(b) of the Company Disclosure
          Schedule.  





        1.2
    Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement,
Buyer agrees to assume all of the following liabilities (“Assumed Liabilities”):  





        (a)              all
liabilities and obligations associated with open purchase orders and           contracts
with respect to sales of non-branded cranberry products, which open           purchase
orders and contracts are set forth on Section 1.2(a) of the           Company
Disclosure Schedule;  





        (b)              all
liabilities and obligations with respect to the Purchased Contracts;  





        (c)              all
liabilities and obligations associated with the Transferred Employees           employed
by the Buyer after the Employee Transfer Date that arise after the           Employee
Transfer Date and relate to Buyer’s employment of such employees,           subject
to the agreement of the parties set forth in Section 5.5 hereof;  





        (d)              all
liabilities and obligations associated with the failure by Buyer, the           Business
or the Purchased Assets to comply with any law, regulation, statute,           ordinance
or treaty from and after the Closing, subject to the agreement of the           parties
set forth in Section 5.4(d) hereof; and  





        (e)              Liens
that are considered Permitted Liens.  





Other than the Assumed Liabilities,
Buyer shall not assume any other liabilities, obligations or commitments of any kind
including, without limitation, any liabilities under contracts between the Company and any
of its third party suppliers of cranberries, all of which liabilities shall be retained by
the Company. 





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        1.3
    Physical Inventory. Within 2 business days following the Closing Date, representatives of
Buyer and the Company shall jointly conduct a physical inventory (the “Closing
Physical Inventory”) of the cranberry inventory referenced in Section
1.1(a)(iii) hereof.  





        1.4
    Examination of Cranberry Inventory. At the Closing or anytime on or before the 30th
calendar day following the Closing Date, Buyer shall, in its sole and absolute
discretion, (i) determine if any of the cranberry inventory transferred to Buyer pursuant
to Section 1.1(a)(iii)does not meet the specifications (the “Non-Qualified
Cranberry Inventory”) and (ii) deliver to the Company a bill or bills of sale
substantially in the form attached hereto as Exhibit C duly executed and
acknowledged by Buyer, conveying to the Company in one or more portions all of Buyer’s
right, title, and interest in the Non-Qualified Cranberry Inventory. At such time,
representatives of Buyer and the Company may, at either party’s request, jointly
conduct a physical inventory (the “Non-Qualified Physical Inventory”) of
the Non-Qualified Cranberry Inventory.  





ARTICLE II  
BASIC
TRANSACTION  



        2.1
    Payment of Purchase Price.   





        (a)              The
aggregate purchase price for the Purchased Assets (the “Purchase           Price”)
shall be an amount in cash equal to  (A) $35,000,000 (the           “Base
Consideration”) minus (B) the amount (if any) by           which the
Cranberry Inventory Value of the Company as of  the Closing Date as shown on the Closing
Inventory Report (as defined in Section 2.1(e) below and as prepared in
accordance with the provisions thereof) (the “Final Cranberry Inventory Value
Amount”) is less than the Target Cranberry Inventory Value Amount plus (C)
the amount (if any) by which the Final Cranberry Inventory Value Amount is greater than
the Target Cranberry Inventory Value Amount.  





        (b)              Prior
to the Closing, the Company shall deliver to Buyer its good faith           calculation
of its estimate of the Cranberry Inventory Value of the Company as           of the
Closing Date, as certified by a senior executive officer of the Company           (the
“Estimated Cranberry Inventory Value Amount”).  





        (c)              At
the Closing, Buyer shall be assigned the Purchased Assets and the Assumed
          Liabilities and shall pay by wire transfer to the Company an amount in cash
          equal to (i) the Base Consideration, minus (ii) the Escrow Amount, minus
(iii) the amount (if any) by which the Estimated Cranberry           Inventory Value
Amount is less than the Target Cranberry Inventory Value Amount, plus (iv) the
amount (if any) by which the Estimated Cranberry Inventory           Value Amount is
greater than the Target Cranberry Inventory Value Amount (the “Estimated Purchase
Price”).  





        (d)              At
the Closing, Buyer shall deliver the Escrow Amount to the Escrow Agent for
          deposit into an escrow account (“Escrow Account”) established
pursuant           to the terms of the escrow agreement in the form of Exhibit D          attached
hereto (the “Escrow Agreement”).  





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        (e)              Within
40 days following the Closing Date, Buyer shall deliver to the Company an
          inventory report (as finally determined pursuant to this Section 2.1(e),
the “Closing Inventory Report”),           setting forth the Final
Cranberry Inventory Value Amount (as finally determined           pursuant to this Section 2.1(e),
together with the Closing Inventory           Report, the “Cranberry Inventory
Calculation”). The Cranberry           Inventory Calculation shall be calculated
using the Closing Physical Inventory           and the amount of the returned
Non-Qualified Cranberry Inventory as inputs.           During the 30-day period
immediately following the Company’s receipt of the           Cranberry Inventory
Calculation, the Company shall be permitted to review           Buyer’s books and
records related to the preparation of the Cranberry           Inventory Calculation and
determination of the Final Cranberry Inventory Value           Amount. The Cranberry
Inventory Calculation shall become final and binding upon           the parties 30 days
following the Company’s receipt thereof unless the           Company gives written
notice of its disagreement (a “Notice of           Disagreement”) to
Buyer prior to such date. If a timely Notice of           Disagreement is received by
Buyer, then the Cranberry Inventory Calculation (as           revised in accordance with
clause (x) or (y) below) shall become final and           binding upon the parties on the
earliest of (x) the date the parties resolve in           writing any differences they
have with respect to the matters specified in the           Notice of Disagreement or (y) the
date all matters in dispute are finally           resolved in writing by the Accounting
Firm (defined below). During the 30 days           following delivery of a Notice of
Disagreement, the parties shall seek in good           faith to resolve in writing any
differences which they have with respect to the           matters specified in the Notice
of Disagreement. Following delivery of a Notice           of Disagreement, Buyer and its
agents and representatives shall be permitted to           review the Company’s and
its representatives’ working papers relating           to the Notice of
Disagreement. At the end of the 30-day period referred to           above, the parties
shall submit to the Chicago office of Grant Thorton LLP or if           such firm
declines, such other nationally recognized accounting firm as is           acceptable to
Buyer and the Company (the “Accounting Firm”) for           review and
resolution of all matters (but only such matters) that remain in           dispute in the
Notice of Disagreement. The parties shall instruct the Accounting           Firm to make
a final determination (the “Final Determination”)           of the Final
Cranberry Inventory Value Amount to the extent such amount is in           dispute, in
accordance with the guidelines and procedures set forth in this           Agreement. The
parties will cooperate with the Accounting Firm during the term           of its
engagement. The parties shall instruct the Accounting Firm to not assign           a
value to any item in dispute greater than the greatest value for such item
          assigned by Buyer, on the one hand, or the Company, on the other hand, or less
          than the smallest value for such item assigned by Buyer, on the one hand, or
the           Company, on the other hand. The parties shall also instruct the Accounting
Firm           to make the Final Determination based solely on presentations by Buyer and
the           Company which are in accordance with the guidelines and procedures set
forth in           this Agreement (i.e., not on the basis of an independent review). The
Cranberry           Inventory Calculation and the determination of the Final Cranberry
Inventory           Value Amount shall become final and binding on the parties on the
date the           Accounting Firm delivers the Final Determination in writing to the
parties           (which shall be requested by the parties to be delivered not more than
45 days           following submission of such disputed matters). The fees and expenses
of the           Accounting Firm shall be allocated to the parties as determined (and set
forth           in the Final Determination) by the Accounting Firm based upon the
relative           success (in terms of percentages) of each party’s claim. For
example, if           the Final Determination reflects a 60-40 compromise of the parties’ claims,
          the Accounting Firm would allocate expenses 40% to the party whose claim was
          determined to be 60% successful and 60% to the party whose claim was determined
          to be 40% successful.  





        (f)              If
the Final Cranberry Inventory Value Amount is greater than the Estimated
          Cranberry Inventory Value Amount, Buyer shall, within three business days after
          the Cranberry Inventory Calculation becomes final and binding on the parties,
          make payment by wire transfer to the Company in immediately available funds of
          the amount of such difference, together with interest thereon at a rate per
          annum equal to the Applicable Rate, calculated on the basis of the actual
number           of days elapsed over 360, from the Closing Date to the date of payment.
If the           Estimated Cranberry Inventory Value Amount is greater than the Final
Cranberry           Inventory Value Amount, the Company shall, within three business days
after the           Cranberry Inventory Calculation becomes final and binding on the
parties, make           payment by wire transfer to Buyer in immediately available funds
of the amount           of such difference, together with interest thereon at a rate per
annum equal to           the Applicable Rate, calculated on the basis of the actual
number of days           elapsed over 360, from the Closing Date to the date of payment.  





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        2.2
    Closing.  The closing of the transactions contemplated by this Agreement (the
“Closing”) shall take place at the offices of Quarles & Brady LLP,
411 East Wisconsin Avenue, Milwaukee, Wisconsin, or at such other place as is mutually
agreeable to the parties, at 10:00 a.m., local time, on the date hereof. The date on
which the Closing shall occur is referred to herein as the “Closing Date,” and
the Closing shall be deemed effective as of the close of business on the Closing Date.  





        2.3
    Allocation of Purchase Price.  The Company and Buyer shall jointly prepare an
allocation of the Purchase Price (and all other capitalized costs) among the Purchased
Assets in accordance with Internal Revenue Code §1060 and Treasury regulations
thereunder (and any similar provision of state, local or foreign law, as appropriate)
within 30 days after the Final Cranberry Inventory Value Amount is finally determined
pursuant to Section 2.1(e) hereof. The Company and Buyer and their Affiliates
shall report, act, and file Tax Returns (including, but not limited to Internal Revenue
Service Form 8594) in all respects and for all purposes consistent with such allocation.
Buyer and the Company shall timely and properly prepare, execute, file, and deliver all
such documents, forms, and other information as the other party may reasonably request in
preparing such allocation. Neither the Company nor Buyer shall take any position (whether
in audits, tax returns, or otherwise) that is inconsistent with such allocation unless
required to do so by applicable law.  





        2.4
    Closing Deliveries.   





        (a)              Deliveries
of the Company. The Company shall deliver to Buyer at the Closing:  





            (i)              Special
warranty deeds substantially in the form attached hereto as           Exhibit E duly
executed and acknowledged by the Company, conveying to Buyer           all of the Company’s
right, title, and interest in the Purchased Owned Real           Property;  





            (ii)              A
bill of sale substantially in the form attached hereto as Exhibit F duly
          executed and acknowledged by the Company, conveying to Buyer all of the
          Company’s right, title, and interest in the personal property included in
          the Purchased Assets;  





            (iii)              Physical
possession of all of the Purchased Assets capable of passing by           delivery with
the intent that title in such Purchased Assets shall pass by and           upon delivery;  





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            (iv)              An
assignment and assumption agreement (the “Assignment and Assumption
          Agreement”) substantially in the form attached hereto as Exhibit G duly
executed by the Company under which the Company           assigns and Buyer assumes the
Assumed Liabilities;  





            (v)     All
consents required, if any, to the assignment of the Purchased Assets to be assigned to
Buyer at the Closing;  





            (vi)              A
copy of the resolution of the board of directors of the Company authorizing           the
execution, delivery and performance of this Agreement and the other           documents
and agreements contemplated hereby, and the consummation of the           transactions
contemplated hereby and thereby, certified by the secretary or an           assistant
secretary of the Company;  





            (vii)              Documentation
evidencing the release of all liens on the Purchased Assets that           are not
Permitted Liens;  





            (viii)              An
opinion from counsel to the Company in form and substance as set forth in
          Exhibit H attached hereto, addressed to the Buyer, and dated as of the
          Closing Date; and  





        (b)              Deliveries
of Buyer. Buyer shall pay the Estimated Purchase Price to the Company           at the
Closing, in immediately available funds by wire transfer and shall           deliver the
Escrow Amount to the Escrow Agent. Buyer shall have delivered to the           Company at
the Closing:  





            (i)              A
copy of the resolution of the board of directors of Buyer authorizing the
          execution and performance of this Agreement and the other documents and
          agreements contemplated hereby, certified by the secretary or an assistant
          secretary of Buyer;  





            (ii)              The
Assignment and Assumption Agreement duly executed by Buyer; and  





            (iii)              An
opinion from counsel to the Buyer in form and substance as set forth in           Exhibit I
attached hereto, addressed to the Company, and dated as of the           Closing Date.  





            (iv)              A
resale certificate sufficient to establish an exemption from sales tax in the
          state of Wisconsin for the inventory described in Section 1.1(a)(iii).  





        2.5
    Real Estate Matters. At or prior to Closing, Buyer (with the cost to be split equally
between Buyer and the Company) may, at its option, obtain a commitment for an ALTA Form B
Owner’s title insurance policy (if available) (the “Commitment”)
issued by a title insurance company reasonably acceptable to Buyer and the Company (the
“Title Company”), wherein the Title Company agrees to issue to Buyer,
upon the recording of the deeds referred to above an ALTA Form B 1992 Owner’s
Title Insurance Policy (if available) the (“Title Policy”) in the amount
of $13.0 million, showing Buyer as owner of the Purchased Owned Real Property in fee
simple, subject only to the Permitted Liens. The Title Policy may have all standard and
general exceptions deleted (other than the survey exception) so as to afford full
extended coverage, and may include such endorsements as are customarily requested by
commercial buyers in the subject market (with Buyer paying the cost of any such
endorsements, provided, however, that the Company shall fully cooperate
with Buyer in its efforts to obtain such endorsements). The cost of the Commitment and
the Title Policy, inclusive of full extended coverage (other than the survey exception),
and inclusive of any endorsements issued with respect to title exceptions that do not
constitute Permitted Liens, but exclusive of the Buyer-requested endorsements, shall be
split equally between the Company and Buyer. The Company shall deliver to Buyer (with the
cost to be spilt equally between Buyer and the Company) concurrently with Buyer’s
receipt of the Commitment, legible copies of all documents evidencing title exceptions
referenced in the Commitment.  





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        2.6
    No Representations. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT (a) EXCEPT AS
EXPRESSLY SET FORTH HEREIN, THE COMPANY IS TRANSFERRING THE PURCHASED ASSETS “AS IS,
WHERE IS AND WITH ALL FAULTS” AND (b) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
OF THE COMPANY EXPRESSLY SET FORTH HEREIN NEITHER THE COMPANY NOR ANY OTHER PERSON IS
MAKING, AND BUYER IS NOT RELYING ON, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND
WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO
ANY MATTER CONCERNING ANY OF THE PURCHASED ASSETS OR THE TRANSACTIONS CONTEMPLATED
HEREBY, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO BUYER BY THE
COMPANY OR ANY OTHER PERSON OR OTHERWISE OBTAINED BY BUYER CONCERNING ANY OF THE
PURCHASED ASSETS OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, BUT NOT LIMITED TO:
(i) the quality, nature, habitability, merchantability, use, operation, value,
marketability, adequacy or physical condition of any of the Purchased Assets or any
aspect or portion thereof, including structural elements of any buildings or
improvements, access, sewage, water and utility systems, facilities and appliances,
soils, geology, surface water, or groundwater; (ii) the magnitude or dimensions of any of
the Purchased Assets; (iii) the development or income potential of, or rights of or
relating to the development or income potential of, any of the Purchased Assets, or the
fitness, suitability, value or adequacy of any of the Purchased Assets for any particular
purpose; (iv) the zoning or other legal status of any of the Purchased Assets or the
existence of any other public or private restrictions on the use of any of the Purchased
Assets; (v) the compliance of any of the Purchased Assets or its operation with any
applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and
restrictions of any authority or of any other Person; (vi) the ability of Buyer to obtain
any necessary governmental approvals, licenses or permits for the use or development of
any of the Purchased Assets; or (vii) the presence, absence, condition or compliance of
any hazardous materials on, in, under, above or about any of the Purchased Assets or any
adjoining or neighboring property.  





ARTICLE III
 
REPRESENTATIONS AND WARRANTIES OF THE COMPANY  



        The
Company hereby represents and warrants to Buyer as of the date of this Agreement that the
statements contained in this Article III are true and correct, subject to the
exceptions set forth in the disclosure schedule delivered by the Company to Buyer
concurrently with the execution of this Agreement dated as of the date of this Agreement
and certified by a duly authorized senior executive officer of the Company (the
“Company Disclosure Schedule”). The Company Disclosure Schedule shall be
arranged according to specific sections in this Article III and shall provide
exceptions to, or otherwise qualify in reasonable detail, only the corresponding section
in this Article III and any other section in this Article III
where it is reasonably clear that the disclosure is intended to apply to such other
section. 




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        3.1
    Organization and Qualification.  The Company is a corporation duly organized,
validly existing and in active status under the laws of the state of Wisconsin and is
qualified to do business and in good standing as a foreign corporation in each
jurisdiction where the properties owned, leased or operated, or the business conducted,
by it require such qualification, except where failure to so qualify or be in good
standing is not reasonably likely to have a Material Adverse Effect on the Company. The
Company has the corporate power and authority and all necessary governmental approvals to
own, lease and operate its properties and to carry on its business as it is now being
conducted. The Company has heretofore made available to Buyer a complete and correct copy
of its articles of incorporation (including all certificates of designation or the
equivalent thereof) and bylaws, each as amended to the date hereof. Such articles of
incorporation and bylaws, each as amended to date, are in full force and effect.  





        3.2
    Authority.  The Company has the corporate power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by the Company and the consummation by the
Company of the transactions contemplated hereby have been duly and validly authorized by
all necessary corporate action on the part of the Company. Except as set forth on Section
3.2 of the Company Disclosure Schedule, this Agreement has been duly and validly
executed and delivered by the Company, and, assuming this Agreement constitutes a valid
and binding obligation of Buyer, this Agreement constitutes a valid and binding agreement
of the Company, enforceable against the Company in accordance with its terms (except in
all cases as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the enforcement of creditor’s
rights generally and except that the availability of the equitable remedy of specific
performance or injunctive relief is subject to the discretion of any court before which
any proceeding may be brought).  





        3.3
    No Violation. Except as set forth on Section 3.3 of the Company Disclosure Schedule,
neither the execution and delivery of this Agreement by the Company nor the consummation
by the Company of the transactions contemplated hereby will constitute a breach or
violation of any provision of the articles of incorporation or bylaws of the Company, as
amended, constitute a breach, violation or default (or any event which, with notice or
lapse of time or both, would constitute a default) under, or result in the termination of
or permit any other party to terminate, require the consent from or the giving of notice
to any other party to, or accelerate the performance required by, or result in the
creation of any Lien upon any of the Purchased Assets under, any note, bond, mortgage,
indenture, deed of trust, or any material license, lease, agreement or other instrument
to which the Company, or by which it or any of the Purchased Assets, are bound, or
subject to the receipt of the requisite consents, approvals, or authorizations of, or
filings with Governmental Entities, conflict with or violate any order, judgment or
decree, or any material statute, ordinance, rule or regulation applicable to the Company,
or by which it or any of the Purchased Assets may be bound or affected.  





        3.4
    Title to Purchased Assets.  Except as set forth on Section 3.4 of the
Company Disclosure Schedule, the Company has good and marketable title to, or a valid
leasehold interest in the personal property included in the Purchased Assets. The Company
has the power and the right to sell, assign and transfer and the Company will sell and
deliver to Buyer, and upon consummation of the transactions contemplated by this
Agreement, Buyer will acquire good and marketable title to the Purchased Assets, free and
clear of all Liens other than Permitted Liens.  





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        3.5
    Broker’s Fees.  Except as set forth on Section 3.5 of the Company
Disclosure Schedule, the Company has no liability or obligation to pay any fees or
commissions to any broker, finder, or agent with respect to the transactions contemplated
by this Agreement for which the Buyer could become liable or obligated. All obligations
for fees or commissions owing to the Persons listed on Section 3.5 of the
Company Disclosure Schedule shall be the responsibility of the Company.  





        3.6
    Legal Compliance.  Except as set forth on Section 3.6 of the Company
Disclosure Schedule, the Company is in compliance and has been in compliance in all
material respects with all applicable laws relating to the Business (including rules,
regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges
thereunder) of federal, state, local, and foreign governments (and all agencies thereof),
and the Company has not received written notice that any action, suit, proceeding,
hearing, investigation, charge, complaint, claim, demand, or notice has been filed or
commenced against the Company alleging any failure so to comply.  





        3.7
    Tax Matters.   





        (a)              The
Company has filed all material Tax Returns that it was required to file with
          respect to the Business. All such Tax Returns were correct and complete in all
          material respects. All material Taxes owed by the Company with respect to the
          Business (whether or not shown on any Tax Return) have been paid. The Company
is           not currently the beneficiary of any extension of time within which to file
any           Tax Return with respect to the Business. No claim has ever been made by an
          authority in writing in a jurisdiction where the Company does not file Tax
          Returns that it is or may be subject to taxation by that jurisdiction with
          respect to the Business. There are no security interests on any of the assets
of           the Company used in the Business that arose in connection with any failure
(or           alleged failure) to pay any Tax.  





        (b)              The
Company has withheld and paid all Taxes required to have been withheld and           paid
in connection with amounts paid or owing to any employee, independent
          contractor, creditor, stockholder, or other third party with respect to the
          Business.  





        (c)              There
is no dispute or claim concerning any Tax liability with respect to the
          Business claimed or raised by any authority in writing. Section 3.7(c) of
the Company Disclosure Schedule lists all federal,           state, local, and foreign
income Tax Returns filed with respect to the Business           for taxable periods ended
on or after August 31, 2000, indicates those Tax           Returns that have been
audited, and indicates those Tax Returns that currently           are the subject of
audit.  





        (d)              The
Company has not waived any statute of limitations in respect of Taxes or           agreed
to any extension of time with respect to a Tax assessment or deficiency           with
respect to the Business.  





        (e)              None
of the Assumed Liabilities is an obligation to make a payment that will not           be
deductible under Internal Revenue Code Section 280G. The Company is not a           party
to any Tax allocation or sharing agreement. The Company (i) has not been a
          member of an affiliated group filing a consolidated federal income Tax Return
          (other than a group the common parent of which was the Company) and (ii) does
          not have any liability for the Taxes or any person under Treas. Reg. 1.1502-6
          (or any similar provision of state, local, or foreign law), as a transferee or
          successor, by contract, or otherwise.  




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        3.8
    Real Property.   





        (a)              The
Purchased Owned Real Property and its existing uses comply with, and the
          Company is not in violation of, in connection with its ownership, use,
          maintenance or operation of the Purchased Owned Real Property and the conduct
of           the Business related thereto, any applicable and legally binding federal,
state,           county or municipal or local statutes, laws, regulations, rules,
ordinances,           codes, standards, orders, licenses and permits of any governmental
authorities           relating to environmental matters (being hereinafter collectively
referred to as           the “Environmental Laws”).  





        (b)              There
are no ongoing remedial actions with respect to the Purchased Owned Real
          Property in connection with the Environmental Laws, nor has the Company
received           any written notice of any of the same.  





        (c)              Except
as set forth on Section 3.8(c) of the Company Disclosure Schedule, no           hazardous
materials, substances or wastes have been released into the           environment at or
on the Purchased Owned Real Property, except as the same may           have been used or
released in connection with any farming-related operation or           other lawful
operation of the Company or its predecessors conducted upon the           Purchased Owned
Real Property, provided that the Company has no knowledge that           any such use was
not in conformance in all material respects with all applicable           Environmental
Laws.  





        (d)              To
the best of the Company’s knowledge, there are no electrical           transformers
or other equipment containing dielectric fluid containing           polychlorinated
biphenyls located in, on or under the Purchased Owned Real           Property, nor is
there any friable asbestos contained in, on or under the           Purchased Owned Real
Property.  





        (e)              No
unresolved written notices of any material violation of any Environmental           Laws
relating to the Purchased Owned Real Property or its use have been received           by
the Company and there are no writs, injunctions, decrees, orders or judgments
          outstanding, no lawsuits, claims, proceedings or investigations pending or, to
          the best of the Company’s knowledge, threatened, relating to the
ownership,           use, maintenance or operation of the Purchased Owned Real Property.  





        (f)              The
Company has no knowledge of any unrecorded tenancies, leases or other
          occupancies on the Purchased Owned Real Property.  





        (g)              The
Company has not received written notice of any action in condemnation,           eminent
domain or public taking proceedings now pending or contemplated against           the
Purchased Owned Real Property.  





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        (h)              The
Company has no knowledge of any obligations in connection with the Purchased
          Owned Real Property, or any so called “recapture agreements,”          involving
sewer extensions, oversizing utility lines, lighting or like expense           or charge
for work or services done upon, or relating to, the Purchased Owned           Real
Property which will bind Buyer or the Purchased Owned Real Property from           and
after the closing date hereunder.  




        3.9
    Contracts.  The Company has delivered to the Buyer a correct and complete copy
of each written agreement listed in Section 1.1(a)(iv) of the Company
Disclosure Schedule (as amended to date) and a written summary setting forth the terms
and conditions of each oral agreement referred to in Section 1.1(a)(iv) of
the Company Disclosure Schedule. With respect to each such agreement on the Company
Disclosure Schedule: (a) the agreement is a legal, valid, binding, and enforceable
obligation of the Company enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance
and other similar laws and principles of equity affecting creditors’ rights and
remedies generally; (b) neither the Company nor, to the knowledge of the Company, any
other party thereto is in material breach or default, and no event has occurred which
with notice or lapse of time would constitute a material breach or default, or permit
termination, modification, or acceleration, under the agreement; and (c) neither the
Company nor, to the knowledge of the Company, any other party thereto has repudiated any
provision of the agreement.  





        3.10
    Powers of Attorney.  There are no outstanding powers of attorney executed on
behalf of the Company with respect to the Purchased Assets.  





        3.11
    Litigation.  Section 3.11 of the Company Disclosure Schedule sets forth
each instance in which the Company (i) is subject to any outstanding injunction,
judgment, order, decree, ruling, or change related to the Purchased Assets or (ii) is a
party or, to the knowledge of the Company, is threatened to be made a party to any
action, suit, proceeding, hearing, or investigation related to the Purchased Assets of,
in, or before any court or quasi-judicial or administrative agency of any federal, state,
local, or foreign jurisdiction or before any arbitrator. Except as described in Section 3.11 of
the Company Disclosure Schedule, None of the actions, suits, proceedings, hearings, and
investigations set forth in Section 3.11 of the Company Disclosure Schedule
reasonably could be expected to result in any Material Adverse Effect in the Purchased
Assets.  





        3.12
    Employees.  Except as described in Section 3.12 of the Company Disclosure
Schedule, the Company is not currently or, within the past five years, has not been a
party to or bound by any collective bargaining agreement, nor has it experienced any
strikes, grievances, claims of unfair labor practices, or other collective bargaining
disputes associated with the Purchased Assets, Business or Business Employees. There are
no unfair labor practice complaints pending, or to the knowledge of the Company,
threatened against the Company before the National Labor Relations Board. The Company has
no knowledge of any organizational effort presently being made or threatened by or on
behalf of any labor union with respect to employees of the Company. As of the Employee
Transfer Date or as soon as administratively practical following the Employee Transfer
Date (but in no event later than as required under applicable law), the Company shall
satisfy or shall have satisfied all obligations of any kind to the Business Employees (as
defined herein), including without limitation obligations relating to severance, bonuses,
vacation, or termination or employment with the Company at the Employee Transfer Date, to
the extent required under the terms of any Company Benefit Plan or as required under
applicable law.  





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        3.13
    Inventory. The cranberry inventory purchased by Buyer pursuant to Section 1.1(a)(iii)
of this Agreement (i) is fit for human consumption, is not adulterated, and is free
from rot and trash that should be removed in the normal cleaning process and (ii) complies
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.  





        3.14
    Purchased Assets.  The Purchased Assets include all of the assets of the
Company which are currently used in or necessary for the operation of the Business
currently conducted by the Company as of the Closing Date with respect to the Purchased
Assets, including, but not limited to, intellectual property, contracts, personal
property, real property, permits and licenses.  





ARTICLE IV
 
REPRESENTATIONS AND WARRANTIES OF BUYER  



        Buyer
hereby represents and warrants to the Company as of the date of this Agreement that the
statements contained in this Article IV are true and correct, subject to the
exceptions set forth in the disclosure schedule delivered by Buyer to the Company
concurrently with the execution of this Agreement dated as of the date of this Agreement
and certified by a duly authorized officer of Buyer (the “Buyer Disclosure
Schedule”). The Buyer Disclosure Schedule shall be arranged according to specific
sections in this Article IV and shall provide exceptions to, or otherwise
qualify in reasonable detail, only the corresponding section in this
Article IV and any other section in this Article IV where it is
reasonably clear that the disclosure is intended to apply to such other section. 



        4.1
    Organization and Qualification.  Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the state of Delaware. Buyer has the
corporate power and authority and all necessary governmental approvals to own, lease and
operate its properties and to carry on its business as it is now being conducted, except
where the failure to have such power or authority and governmental approvals is not
reasonably likely to have a Material Adverse Effect on Buyer. Buyer has heretofore made
available a complete and correct copy of its certificate of incorporation (including all
certificates of designation or the equivalent thereof) and bylaws, each as amended to the
date hereof. Such certificate of incorporation and bylaws, each as amended to date, are
in full force and effect.  





        4.2
    Authority.  Buyer has the corporate power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement by Buyer and the consummation by Buyer of the transactions
contemplated hereby have been duly and validly authorized by all necessary corporate
action on the part of Buyer. This Agreement has been duly and validly executed and
delivered by Buyer, and, assuming this Agreement constitutes a valid and binding
obligation of the Company, this Agreement constitutes a valid and binding agreement of
Buyer, enforceable against Buyer in accordance with its terms (except in all cases as
such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting the enforcement of creditor’s rights generally
and except that the availability of the equitable remedy of specific performance or
injunctive relief is subject to the discretion of any court before which any proceeding
may be brought).  




-12- 











        4.3
    No Violation. Neither the execution and delivery of this Agreement by Buyer nor the
consummation by Buyer of the transactions contemplated hereby will (i) constitute a
breach or violation of any provision of its certificate of incorporation or bylaws,
constitute a breach, violation or default (or any event which, with notice or lapse of
time or both, would constitute a default) under, or result in the termination of, or
accelerate the performance required by, or result in the creation of any Lien upon any
property or asset of Buyer under, any note, bond, mortgage, indenture, deed of trust or
any material license, lease, agreement or other instrument to which any of them or any of
their properties or assets, are bound, or subject to the receipt of the requisite
consents, approvals, or authorizations of, or filings with Governmental Entities,
conflict with or violate any material statute, ordinance, rule or regulation applicable
to Buyer, or by which it or any of its properties or assets may be bound or affected.
Neither the execution and delivery of this Agreement by Buyer nor the consummation by
Buyer of the transactions contemplated hereby will conflict with or violate any order,
judgment or decree applicable to Buyer, or by which it or any of its properties or assets
may be bound or affected.  





        4.4
    Finder’s Fees. No Person retained by Buyer or its Affiliates is or will be entitled
to any commission or finder’s or similar fee in connection with the transactions
contemplated by this Agreement.  





        4.5
    Litigation. There is no suit, claim, proceeding or investigation pending or, to Buyer’s
knowledge, threatened against Buyer which is reasonably likely to have a Material Adverse
Effect on Buyer or would reasonably be expected to prevent or delay the consummation of
the transactions contemplated by this Agreement. Buyer is not a party to or bound by any
outstanding order, writ, injunction or decree which is reasonably likely to have a
Material Adverse Effect on Buyer or would reasonably be expected to prevent or delay the
consummation of the transactions contemplated hereby.  





        4.6
    Company Stock. Buyer does not own, nor within the past three years has it owned (directly
or indirectly, beneficially or of record) any capital stock of the Company and is not a
party to any agreement, arrangement, or understanding for the purpose of acquiring,
holding, voting, or disposing of, in each case, any share of capital stock of the
Company.  





ARTICLE V
 
AGREEMENTS  



        5.1
    Confidentiality. The parties acknowledge that Buyer and the Company have previously
executed a confidentiality and non-disclosure agreement dated February 13, 2004 (the
“Confidentiality Agreement”), which Confidentiality Agreement will
terminate upon Closing and be replaced by the confidentiality provisions of this
Agreement.  





        5.2
    Customer List. The Company agrees that from and after the Closing, it will not sell or
otherwise disclose the contents of the Customer List to any third party, other than in
connection with a sale of any portion of the business of the Company that remains after
the transactions contemplated by this Agreement, but only with respect to the customers
on the Customer List which also are customers of the later sold business.  





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        5.3
    Public Disclosure. Buyer and the Company agree that the initial press release with
respect to the transactions contemplated hereby shall be in the form heretofore agreed by
Buyer and the Company.  





        5.4
    Further Actions; Filings.  





        (a)              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 Buyer or the Company or any of their
          subsidiaries in connection with the authorization, execution and delivery of
          this Agreement and the consummation of the transactions contemplated by this
          Agreement and (iii) respond to all inquiries and investigations, 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 (A) applicable federal and state securities laws,
          (B) the HSR Act and foreign antitrust regulations, if any, applicable to
          the transactions contemplated by this Agreement and (C) any other
          applicable law. The parties hereto shall cooperate with each other in
connection           with the making of all such filings.  





        (b)              Buyer
and the Company have determined that the transaction contemplated by this
          Agreement does not require notification under the HSR Act or any foreign
          antitrust/merger control laws. Buyer and the Company agree to use their
          reasonable best efforts to take, or cause to be taken, all actions necessary to
          expeditiously consummate the transaction 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 consummation
of           the 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)              Each
party shall promptly notify the other party in writing of any pending or,           to
the knowledge of such party, threatened inquiry, action, proceeding or
          investigation by any Governmental Entity or any other Person, whether arising
          prior to or after the Closing, (i) challenging or seeking damages in connection
          with this Agreement or the transactions contemplated hereunder or (ii) seeking
          to restrain or prohibit the consummation of the transactions contemplated by
          this Agreement or otherwise limit the right of Buyer or its subsidiaries to own
          or operate all or any portion of the Purchased Assets of the Company.  





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        (d)              Notwithstanding
anything to the contrary in this Agreement, including, without           limitation, the
indemnification provisions contained in Article VIII, each party shall be
responsible for the costs it and           its officers, directors, employees, agents,
advisors, representatives and           Affiliates incur in connection with complying
with the provisions of this Section 5.4 in connection with any such inquiry,
action, proceeding           or investigation initiated under any applicable antitrust
law, rule or           regulation.  





        5.5
    Employees; Employment and Benefit Arrangements.  





        (a)              Section 5.5
of the Company Disclosure Schedule sets forth the current,           active employees of
the Company whose employment primarily relates to the           Purchased Assets or as
otherwise mutually agreed to by the Company and Buyer,           including, without
limitation, all full-time employees whose employment           primarily relates to the
Purchased Assets and any inactive employees previously           employed whose
employment primarily related to the Purchased Assets who have a           right of
reemployment by the Company under applicable law (collectively, the           “Business
Employees”). The Company shall notify Buyer in           writing of any
individual who becomes or ceases to be a Business Employee during           the period
beginning on the Closing Date ending on the Employee Transfer Date.           At least 15
days prior to the Employee Transfer Date, Buyer shall deliver to the           Company
written notice of each Business Employee to be offered employment by           Buyer on
the Employee Transfer Date (a “Transferred Employee”).           As of
the close of business on the Employee Termination Date, the employment           with the
Company of each Transferred Employee shall be terminated by the Company           and
Buyer shall offer employment to each Transferred Employee. Buyer agrees that
          such offers of employment shall be on terms and conditions of employment that
          are comparable in the aggregate to the terms and conditions of employment that
          Buyer provides to similarly situated Buyer employees as of the Employee
Transfer           Date. On the Employee Transfer Date, the Company shall deliver to
Buyer copies           of letters formally terminating the employment of the Transferred
Employees and           Buyer shall deliver to the Company copies of letters formally
offering           employment to the Transferred Employees. Nothing contained in this
Agreement           shall confer upon any Transferred Employee or any other employee or
former           employee of the Company any right to continued employment with Buyer or
its           Affiliates, nor shall anything herein interfere with the right of Buyer to
          terminate the employment of any of the Transferred Employees at any time and
for           any reason or restrict Buyer in the exercise of its independent judgment in
          modifying any of the terms and conditions of the employment of the Transferred
          Employees with Buyer after the Employee Transfer Date.  





        (b)              Except
as set forth in Section 5.5(c), below, the Company shall be responsible           for all
obligations due and liabilities associated with the Transferred           Employees in
connection with their employment prior to the Employee Transfer           Date or in
connection with their termination from employment, including, without
          limitation, any liabilities in connection with bonuses, vacations, employment
          arrangements, termination or severance as set forth in Section 3.12.
          The Buyer shall be responsible for all obligations and liabilities that arise
          following the Employee Transfer Date in connection with its employment of any
          Transferred Employees.  









-15- 











        (c)              In
respect of notices and payments relating to events occurring prior to the
          Employee Transfer Date, the Company shall be responsible for and assume all
          liability for (and shall indemnify and hold Buyer harmless from and against)
any           and all notices, payments, fines or assessments due to any Governmental
Entity,           and all legal and other costs and expenses related thereto, pursuant to
any           applicable federal, state, local or foreign law, common law, statute, rule,
          regulation or ordinance with respect to the employment, discharge or layoff of
          Business Employees by the Company before the Employee Transfer Date (other than
          any termination of the Transferred Employees by the Company pursuant to Section 5.5(a)),
including, but not limited to the Worker Adjustment           and Retraining Notification
Act, the Wisconsin Business Closing Law, and any           rules or regulations as have
been issued in connection with the foregoing           (jointly referred to throughout
this Agreement as the “WARN           Act”). In respect of notices and
payments relating to events occurring           as a result of Buyer’s failure to
offer to hire as of the Employee Transfer           Date any of the Transferred Employees
following their termination by the Company           pursuant to Section 5.5(a),
Buyer shall be responsible and assume (and           shall indemnify and hold the Company
harmless from and against) all liability           for any and all notices, payments,
fines or assessments due to any Governmental           Entity, and all legal and other
costs and expenses related thereto, pursuant to           the WARN Act. In respect of
notices and payments relating to events occurring           after the Employee Transfer
Date (other than as a result of Buyer’s failure           to hire any of the
Transferred Employees immediately following their termination           by the Company
pursuant to Section 5.5(a)), each party shall be           responsible for,
and shall indemnify and hold harmless the other against, any           WARN Act
obligations or liabilities arising with respect to its employees after           the
Closing.  





        5.6
    Right to Occupy Office Building.  Buyer and the Company agree that the Company
shall have the right to use and occupy the Office Building pursuant to the Office
Building Lease Agreement in the form as set forth in Exhibit J attached
hereto, on a rent-free basis, for a period of 90 days after the Closing Date.  





        5.7
    Proration of Real Property Expenses.  All accrued general real estate, personal
property and ad valorem Taxes for the current year applicable to the Purchased Owned Real
Property and Tangible Property shall be prorated between Buyer and the Company on an
accrual basis, utilizing actual final tax bills, if available prior to Closing. If such
bills are not available, then such Taxes shall be prorated on the basis of the most
currently available tax bills for the Purchased Owned Real Property and any Tangible
Property and thereafter promptly re-prorated upon the issuance of final bills therefor,
whereupon any amounts due from any party to the other shall be paid in cash at that time.
All other expenses associated with the Purchased Owned Real Property, including, without
limitation, expenses for electricity, gas, fuel, water, sewer, security services and such
other items that are customarily prorated in transactions of this nature shall be ratably
prorated between Buyer and the Company as of the Closing Date (in accordance with local
custom, in the case of real property Taxes).  





ARTICLE VI
 
CONDITIONS TO CLOSING  



        6.1
    Conditions to Each Party’s Closing Obligation. The respective obligations of each
party under this Agreement to consummate and effect this Agreement and the transactions
contemplated hereby shall be subject to the satisfaction at or prior to the Closing of
each of the following conditions:  





-16- 










        (a)              No
Injunctions or Restraints; Illegality. No judgment, order, decree, statute,
          law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or
          issued by any court or other Governmental Entity of competent jurisdiction or
          other legal restraint or prohibition shall be in effect, and there shall not be
          pending or threatened any suit, action or proceeding by any Governmental
Entity,           preventing the consummation of the transactions contemplated by this
Agreement.  





        (b)              Governmental
Approval. The waiting periods (and any extensions thereof), if any,           applicable
to the transactions contemplated by this Agreement under the HSR Act           and any
applicable foreign antitrust laws, rules or regulations shall have been
          terminated or shall have expired.  





        (c)              Escrow
Agreement. Buyer, the Company and the Escrow Agent shall have entered           into an
Escrow Agreement in the form attached hereto as Exhibit D.  





        (d)              Toll
Processing Agreement. Buyer and the Company shall have entered into a Toll
          Processing Agreement in the form attached hereto as Exhibit K. 





        (e)              Laboratory
Lease.  Buyer and Company shall have entered into a real           property
lease for the laboratory located within the Processing Plant,           substantially in
the form attached hereto as Exhibit L.  





        (f)              Office
Building Lease.  Buyer and Company shall have entered into a           real
property lease for the Office Building in the form attached hereto as Exhibit J.  





        (g)              Plant
Lease.  Buyer and Company shall have entered into a real           property
lease for the Processing Plant, substantially in the form attached           hereto as Exhibit P.  





        6.2
    Additional Conditions to Obligations of the Company. In addition to the conditions set
forth in Section 6.1, the obligations of the Company to consummate and effect this
Agreement and the transactions contemplated hereby shall be subject to the satisfaction
at or prior to the Closing of each of the following conditions:  





        (a)              Representations
and Warranties.  The representations and warranties of           Buyer in this
Agreement shall be true and correct as of the Closing in all           material respects.  







        (b)              Closing
Deliveries. Buyer shall have made the deliveries at Closing required to           be made
by Buyer pursuant to Section 2.4(b) hereof.  





        6.3
    Additional Conditions to the Obligations of Buyer. In addition to the conditions set
forth in Section 6.1, the obligations of Buyer to consummate and effect this
Agreement and the transactions contemplated hereby shall be subject to the satisfaction
at or prior to the Closing of each of the following conditions:  





        (a)              Representations
and Warranties. The representations and warranties of the           Company in this
Agreement shall be true and correct as of the Closing in all           material respects.  






-17- 









        (b)              Dismissal
and Release Related to the Lawsuit. The Company and Clermont, Inc.           shall have
executed a stipulation of dismissal with prejudice of the Lawsuit, in           the form
of Exhibit M attached hereto. Such stipulation will be           filed with
the U.S. District Court for the District of Massachusetts within one           business
day after the Closing. The Company and Clermont, Inc. each shall have           entered
into a general release in the form of Exhibit N attached           hereto.  





        (c)              Closing
Deliveries. The Company shall have made the deliveries at Closing           required to
be made by the Company pursuant to Section 2.4(a)          hereof.  





        (d)              Physical
Inspection. Buyer, or its representative, shall have conducted a           physical
inspection of the Purchased Assets satisfactory to Buyer reasonably           proximate
to the Closing to allow Buyer to assess compliance of the Purchased           Assets with
the representations of the Company set forth in this Agreement.  





ARTICLE VII
 
DEFINED TERMS  



        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. 



        “Affiliate”
shall mean, with respect to a particular Person, Persons controlling, controlled by, or
under common control with that Person. 



        “Applicable
Rate” shall mean the prime rate of interest reported from time to time in The
Wall Street Journal. 



        “Business”
shall mean the receiving, cleaning, binning and processing of cranberries into concentrate
conducted at the Processing Plant. 



        “Company
Benefit Plan” means any “employee benefit plan” (as such term is
defined in Section 3(3) of ERISA) and any other material employee benefit plan,
program or arrangement of any kind that is maintained, sponsored or contributed to by the
Company and with respect to which the Company has any liability or potential liability
with respect to any Business Employees. 



        “Company
Filed SEC Documents” shall mean all reports, schedules, forms, statements and
other documents (including exhibits and all other information incorporated therein) filed
with the Securities and Exchange Commission since July 1, 2003. 



        “Company’s
knowledge” or “knowledge of the Company” or words of similar
import shall mean, with respect to any matter in question, the actual knowledge of John
Swendrowski, Richard Kress, Nigel Cooper, Kenneth Iwinski, Steve Klus, Kirk Willard, Allen
O’Leary and Mike Swendrowski. 



        “Cranberry
Inventory Value” shall mean the number of barrels of frozen cranberries for which
title was delivered to Buyer on the Closing Date (less any barrels which are
Non-Qualified Cranberry Inventory and for which title is delivered to the Company pursuant
to Section 1.4 hereof) multiplied by $36.00 per barrel. 




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        “Employee
Transfer Date” shall mean December 1, 2004. 



        “Escrow
Agent” shall mean Wells Fargo Bank, National Association. 



        “Escrow
Amount” shall mean $2,500,000. 





        “Escrow
Funds” shall mean the amount of cash held from time to time by the Escrow Agent
in the Escrow Account pursuant to the Escrow Agreement 



        “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended. 



        “Excluded
Inventory” shall mean the cranberry inventory set forth on Section 7(i) of
the Company Disclosure Schedule. 



        “GAAP”
means United States generally accepted accounting principles as in effect from time to
time, consistently applied. 



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



        “Holdback
Inventory” shall mean all cranberry juice concentrate. 



        “HSR
Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended. 



        “Lawsuit”
shall mean the litigation pending in the United States District Court for the District of
Massachusetts, originally filed on November 11, 2002 titled Northland Cranberries,
Inc., et. al. v. Ocean Spray Cranberries, Inc. (Civil Action No. 03-CV-10734 (JLT)). 



        “Lien”
or “Liens” means any lien, security interest, pledge, charge, claim,
mortgage, easement, restriction or any other encumbrance. 



        “Losses”
means all actions, suits, proceedings, hearings, investigations, charges, complaints,
claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues,
penalties, fines, costs, amounts paid in settlement, liabilities, obligations, losses,
out-of-pocket expenses, and fees, including court costs and reasonable attorneys’
fees and expenses. 



        “Material
Adverse Effect” shall mean, with respect to any Person, any effect that
individually or taken together with other effects is materially adverse to (i) the
financial condition, or business of such Person and its subsidiaries, taken as a whole
(provided, however, that, with respect to the representations and warranties
made by the Company, a Material Adverse Effect shall mean any effect that individually or
taken together with other effects is materially adverse to the financial condition of the
Purchased Assets or to the Business) or (ii) the ability of such Person to consummate
the transactions contemplated by this Agreement; provided, however, in no event
shall any of the following be deemed to constitute, nor shall any of the following be
taken into account in determining whether there has been or will be, a Material Adverse
Effect with respect to the Company: (a) events, changes, conditions or effects
disclosed in the Company Disclosure Schedule; (b) events, changes, conditions or
effects consented to by Buyer; (c) events, changes, conditions or effects
attributable to the acts or omissions of, or on behalf of, Buyer; (d) any change in
any law effecting the Company or any of its Subsidiaries or any interpretation thereof;
(e) changes in the market price or trading volume of Company’s Common Stock; or
(f) events, changes, conditions or effects attributable to acts of war, terrorism or
other conflicts. 




-19- 









        “Permitted
Liens” shall mean (i) Liens for Taxes not yet due and payable;
(ii) zoning, building codes and other land use laws regulating the use or occupancy
of the Purchased Owned Real Property; (iii) easements, covenants, conditions,
restrictions and other similar matters affecting title to the Purchased Owned Real
Property and other title defects which do not or would not reasonably be expected to
materially impair the use or occupancy of the Purchased Owned Real Property;
(iv) Liens set forth on Section 7(ii) of the Company Disclosure Schedule;
and (v) all matters shown on the survey of the Purchased Owned Real Property attached
hereto as Exhibit O which do not or would not reasonably be expected to
materially impair the use or occupancy of the Purchased Owned Real Property. 



        “Person”
shall mean an individual, corporation, partnership, joint venture, trust or unincorporated
organization or association or other form of business enterprise or a Governmental Entity. 



        “Purchased
Owned Real Property” shall mean the Processing Plant, the Storage Facility and
the Office Building. 



        “Subsidiary”
shall mean any corporation, partnership, limited liability company, association or other
business entity of which (i) if a corporation, a majority of the total voting power
of shares of stock entitled (irrespective of whether, at the time, stock of any other
class or classes of such corporation shall have or might have voting power by reason of
the happening of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination thereof,
or (ii) if a partnership, limited liability company, association or other business
entity, either (A) a majority of the partnership or other similar ownership interest
thereof is at the time owned or controlled, directly or indirectly, by that Person or one
or more Subsidiaries of that Person or a combination thereof, or (B) such Person is a
general partner, managing member or managing director of such partnership, limited
liability company, association or other entity. 



        “Target
Cranberry Inventory Value Amount” shall mean $10,000,000. 



        “Taxes”
shall mean all net income, capital gains, gross income, gross receipts, sales, use,
transfer, ad valorem, franchise, profits, license, capital, withholding, payroll,
employment, excise, goods and services, severance, stamp, occupation, premium,
documentary, intangibles, property, assessments, or other governmental charges of any kind
whatsoever, together with any interest, fines and any penalties, additions to tax or other
additional amounts incurred, accrued with respect thereto, assessed, charged or imposed
under applicable federal, state, local or foreign tax law, provided that any interest,
penalties, or additions to tax that related to Taxes for any taxable period (including any
portion of any taxable period ending on or before the Closing Date) shall be deemed to be
Taxes for such period, regardless of when such items are incurred, accrued, assessed or
charged. References to the Company or any Subsidiary shall be deemed to include any
predecessor to such Person from which the Company or such Subsidiary incurs a liability
for Taxes as a result of transferee liability. 




-20- 









        “Tax
Returns” means any return, report, information return or other document
(including schedules or any related or supporting information) filed or required to be
filed with any Governmental Entity or other authority in connection with the
determination, assessment or collection of any Tax or the administration of any laws,
regulations or administrative requirements relating to any Tax. 



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



	Term	Section No.
	
Accounting Firm	2.1(e)
	Agreement	Preamble
	Assignment and Assumption Agreement	2.4(a)(iv)
	Assumed Liabilities	1.2
	Base Consideration	2.1(a)
	Business Employees	5.5(a)
	Buyer	Preamble
	Buyer Disclosure Schedule	Article IV
	Buyer Indemnified Party	8.2
	Closing	2.2
	Closing Date	2.2
	Closing Inventory Report	2.1(e)
	Closing Physical Inventory	1.3
	Commitment	2.5
	Company	Preamble
	Company Disclosure Schedule	Article III
	Company Indemnified Party	8.1
	Confidential Information	9.1
	Confidentiality Agreement	5.1
	Cranberry Inventory Calculation	2.1(e)
	Environmental Laws	3.8(a)
	Escrow Account	2.1(d)
	Escrow Agreement	2.1(d)
	Estimated Cranberry Inventory Value Amount	2.1(b)
	Estimated Purchase Price	2.1(c)
	Excluded Assets	1.1(b)
	Final Cranberry Inventory Value Amount	2.1(a)
	Final Determination	2.1(e)
	Non-Qualified Cranberry Inventory	1.4







-21- 













	Term	Section No.
	
Non-Qualified Physical Inventory	1.4
	Notice of Disagreement	2.1(e)
	Office Building	1.1(a)(ii)
	Permitted Recipients	9.3
	Processing Plant	1.1(a)(i)
	Purchase Price	2.1(a)
	Purchased Assets	1.1(a)
	Purchased Contracts	1.1(a)(iv)
	Storage Facility	1.1(a)(i)
	Tax Benefit	8.3(i)
	Title Company	2.5
	Title Policy	2.5
	Transferred Employee	5.5(a)
	WARN Act	5.5(c)









ARTICLE VIII
 
INDEMNIFICATION  



        8.1
    Company’s Indemnity. The Company covenants and agrees to defend, indemnify and hold
harmless Buyer, its officers, directors, employees, agents, advisers, representatives and
Affiliates (each, a “Company Indemnified Party”) from and against, and
pay or reimburse each Buyer Indemnified Party for, any and all Losses actually sustained
as a result of:  





        (a)              any
breach or inaccuracy of any of the representations and warranties made by           the
Company in this Agreement (including any Schedule or Exhibit attached           hereto)
or any certificate or other instrument delivered pursuant to this           Agreement; provided,
however, the Buyer Indemnified Parties shall           not be entitled to seek
indemnification for Losses the Buyer Indemnified Parties           suffer as a result of
the Company’s breach of its representation and           warranties set forth in Sections
3.2, 3.3, and 3.11 to the           extent that the matters, facts,
documents, agreements, orders or items that           cause the Company to breach its
representation and warranties set forth in Sections 3.2, 3.3, and 3.11 also
cause the Buyer to breach           its representations and warranties set forth solely
in the last sentence of Section 4.3;  





        (b)              any
failure by the Company to carry out, perform, satisfy and discharge any of           its
covenants, agreements, undertakings, or obligations under this Agreement or
          under any of the documents delivered by the Company pursuant to this Agreement;
          and  





        (c)              whether
or not constituting a breach or inaccuracy of any of the representations           and
warranties made by the Company in or pursuant to this Agreement and whether
          existing at or arising after the Closing, any liability of the Company which is
          not an Assumed Liability.  





        8.2
    Buyer’s Indemnity. Buyer covenants and agrees to defend, indemnify and hold harmless
Company, its officers, directors, employees, agents, advisers, representatives and
Affiliates (each, a “Buyer Indemnified Party”) from and against, and pay
or reimburse each Buyer Indemnified Party for, any and all Losses actually sustained as a
result of:  



-22-










        (a)              any
breach or inaccuracy of any of the representations and warranties made by           Buyer
in this Agreement (including any Schedule or Exhibit attached hereto) or           any
certificate or other instrument delivered pursuant to this Agreement;  





        (b)              any
failure by Buyer to carry out, perform, satisfy and discharge any of its
          covenants, agreements, undertakings, liabilities, or obligations under this
          Agreement or under any of the documents and materials delivered by Buyer
          pursuant to this Agreement;  





        (c)              the
ownership of the Purchased Assets after the Closing, subject to the           agreement
of the parties contained in Section 5.4(d) of this Agreement; and  





        (d)              the
Assumed Liabilities.  





        8.3
    Provisions Regarding Indemnities.  





        (a)              Notice;
Third Party Claims. The indemnified party shall promptly notify the
          indemnifying party in reasonable detail of any claim, demand, action or
          proceeding for which indemnification will be sought under Section 8.1 or
Section 8.2 hereof, 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           and control the defense thereof
using counsel reasonably acceptable to the           indemnified party; provided,
that, the indemnifying party shall continue           to be entitled to assert any
limitation on any claims contained herein. Should           an indemnifying party so
elect to assume the defense of a third party claim, the           indemnifying party
shall not be liable to the indemnified party for legal           expenses subsequently
incurred by the indemnified party in connection with the           defense thereof. If
the indemnifying party assumes such defense, the indemnified           party shall have
the right to participate in the defense thereof and to employ           counsel, at its
own expense, separate from the counsel employed by the           indemnifying party, it
being understood, however, that the indemnifying party           shall control such
defense. 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. The indemnifying
party shall obtain the prior written consent of the           indemnified party (which
consent shall not be unreasonably withheld or delayed)           before entering into any
settlement of a claim or ceasing to defend such claim           if, pursuant to or as a
result of such settlement or cessation, injunctive or           other equitable relief
will be imposed against the indemnified party or if such           settlement does not
expressly and unconditionally release the indemnified party           from all
liabilities and obligations with respect to such claim, without           prejudice
except for payments that would be required to be paid by indemnified           party
hereunder. No indemnifying party shall have any obligation to indemnify           any
indemnified party with respect to any environmental, investigatory,           corrective
or remedial action (collectively “Remedial Actions”)           except to
the extent such Remedial Action is affirmatively required by           Environmental Laws
and then only to the extent of such measures (reasonably           satisfactory to the
indemnifying party) as are required for purposes of cost           effective compliance
with such Environmental Laws employing risk-based standards           where applicable
and assuming continued agricultural or industrial use of the           subject property.
The indemnifying party shall, upon receipt of notice of an           indemnification
claim hereunder with respect to any Remedial Action, have the           right of
reasonable access to any relevant property and the right (but not the
          obligation) to undertake control over the conduct of such Remedial Action
          (including without limitation negotiations with, and settlements with,
          governmental authorities and third parties), subject to the obligation to keep
          the indemnified party reasonably informed of the status and progress of the
          Remedial Action.  





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        (b)              Survival
of Representations and Warranties; Termination of Buyer’s Rights.           The
representations and warranties of the Company contained in this Agreement or
          made pursuant to this Agreement shall survive the Closing Date and the
          consummation of the transactions contemplated hereby and continue until
December           31, 2005. The right of Buyer to receive indemnity provided by Section 8.1 hereof
shall, as to any matter which has not been           described in a notice delivered to
the Company pursuant to Section 8.3(a)           of this Agreement prior to such
time, expire at 11:59 P.M., central time,           on December 31, 2005.  





        (c)              Survival
of Representations and Warranties; Termination of Company’s           Rights. The
representations and warranties of Buyer contained in this Agreement           or made
pursuant to this Agreement shall survive the Closing Date and the           consummation
of the transactions contemplated hereby and continue untilDecember 31, 2005. The
right of Company to receive indemnity provided by Section 8.2 hereof shall,
as to any matter which has not been           described in a notice delivered to Buyer
pursuant to Section 8.3(a) of           this Agreement prior to such time, expire
at 11:59 P.M., central time, on           December 31, 2005.  





        (d)              Rights
on Termination. The termination of rights set forth in the foregoing           Section
8.3(b) and Section 8.3(c) shall not affect an indemnified party’s           right to
prosecute to conclusion any claim made by such indemnified party in           accordance
with Article VIII hereof prior to the time that the relevant           right of
indemnity terminates.  





        (e)              Limitations
on the Company’s Liability. The Company Indemnified Parties           shall be
entitled to assert, as their sole and exclusive remedy against the           Buyer
Indemnified Parties with respect to any and all claims (other than proven
          claims for actual fraud by any of the Buyer Indemnified Parties) relating
          (directly or indirectly) to the representations, warranties, covenants, and
          agreements of the Company and otherwise to the subject matter of this Agreement
          or the transactions contemplated hereby, and only in accordance with the terms
          of this Agreement and the Escrow Agreement, so long as there are any Escrow
          Funds, claims against the Escrow Funds in respect of any Loss, and then to the
          extent that there are no Escrow Funds, claims against the Company; provided that
no claims by the Company Indemnified Parties shall be so           asserted unless and
until the aggregate amount of Losses that would otherwise be           payable hereunder
exceeds $350,000, and then only to the extent such Losses           exceed $350,000; provided,
however, that for calculating the           aggregate amount of claims, no
individual claim for indemnification under Section 8.1 shall be included
unless and until such claim exceeds           $10,000, but then shall be included for the
entire amount of such claim; provided, further, that any claim relating to
the following           conditions, as more fully described in the August 2004 Phase I
Report           prepared by RMT, Inc., shall be indemnifiable dollar-for-dollar without
regard           to the $350,000 basket or $10,000 deductible limitations set forth in
this           paragraph: (i) soil staining in the “boneyard” area of the
          Purchased Real Estate; (ii) wastewater treatment, discharging and
          permitting issues, (iii) housing of hazardous wastes in excess of the
          limitations applicable to very small quantity generators, and  




-24- 











(iv) the matters
          set forth in items 1 and 2 of Section 3.8(c) of the Company
          Disclosure Schedules. Notwithstanding any of the foregoing, the Company
          Indemnified Parties shall only be entitled to assert a claim against the Escrow
          Funds (or the Company, if there are no Escrow Funds) for a breach of the
          representations and warranties set forth in Section 3.8 (Real
          Property) if such breach relates to a third party claim made against the
Company           Indemnified Parties after the Closing and such third party claim is not
          instigated, initiated or encouraged by any of the Company Indemnified Parties
          and does not arise from environmental investigations conducted by or on behalf
          of any of the Company Indemnified Parties which investigations are not required
          by Environmental Laws; provided, however, that the limitation
          contained in this sentence shall not apply to any claim for a breach of the
          representations and warranties set forth in Section 3.8 (Real
          Property) if the Buyer, any Affiliate of Buyer, or a third party discovers or
          comes into knowledge of the breach in connection with activities or
          investigations conducted for a valid business purpose (other than the purpose
of           obtaining indemnification hereunder) in connection with construction or
plant           expansion projects undertaken at the subject facility or the operation of
the           subject facility in the ordinary course. Notwithstanding anything herein to
the           contrary, in no event shall the Company’s liability under the terms of
this           Agreement exceed in the aggregate $5,000,000; provided that Buyer agrees
and           acknowledges the first $2,500,000 of the Company’s liability under the
          terms of this Agreement shall be satisfied by payments (on behalf of the
          Company) from the Escrow Funds and, after the Buyer Indemnified Parties have
          received $2,5000,000 from the Escrow Funds, then the Company shall directly
          satisfy any remaining liability it may have pursuant to the terms of this
          Agreement up (but not exceeding) to $2,500,000 in the aggregate.  





        (f)              Limitations
on Buyer’s Liability. Buyer shall not be required to indemnify           any Buyer
Indemnified Party with respect to any claim for indemnification under Section 8.2 hereof
unless and until the aggregate amount of all claims           against Buyer under such Section
8.2 exceeds $350,000, and then only to           the extent such aggregate amount
exceeds $350,000; provided, however, that for calculating the aggregate
amount of claims, no           individual claim for indemnification under Section 8.2 shall
be included           unless and until such claim exceeds $10,000, but then shall be
included for the           entire amount of such claim; provided, further,
that in no event           shall Buyer’s liability under the terms of this Agreement
exceed in the           aggregate $5,000,000.  





        (g)              Exclusive
Remedy.  





            (i)              Buyer
acknowledges and agrees that, from and after the Closing, its sole and
          exclusive remedy against the Buyer Indemnified Parties with respect to any and
          all claims (other than proven claims for actual fraud by any of the Buyer
          Indemnified Parties) relating (directly or indirectly) to the representations,
          warranties, covenants, and agreements of the Company and otherwise to the
          subject matter of this Agreement or the transactions contemplated hereby shall
          be pursuant to the provisions set forth in this Article VIII. The
          Company Indemnified Parties may not avoid the limitations on liability of the
          Buyer Indemnified Parties set forth herein by seeking damages for breach of
          contract, tort or pursuant to any other theory of liability. Buyer hereby
agrees           and acknowledges that, except by Buyer pursuant to Section 2.1(d),
          no Person (including, without limitation, the Buyer Indemnified Parties) shall
          have any obligation to fund the Escrow Account. Notwithstanding anything
          contained to the contrary in this Agreement, Buyer shall not be entitled to
          indemnification pursuant to this Article VIII with respect to
Losses           or alleged Losses that are a result of, or based upon or arising from,
any claim           or liability to the extent such claim or liability is taken into
account in           determining whether or not there will be an adjustment to the
Purchase Price           pursuant to Section 2.1(f) hereof.  






-25- 









            (ii)              The
Company acknowledges and agrees that, from and after the Closing, its sole           and
exclusive remedy against the Company Indemnified Parties with respect to any
          and all claims (other than proven claims for actual fraud by any of the Company
          Indemnified Parties) relating (directly or indirectly) to the representations,
          warranties, covenants, and agreements of the Buyer and otherwise to the subject
          matter of this Agreement or the transactions contemplated hereby shall be
          pursuant to the provisions set forth in this Article VIII. The
Buyer           Indemnified Parties may not avoid the limitations on liability of the
Company           Indemnified Parties set forth herein by seeking damages for breach of
contract,           tort or pursuant to any other theory of liability. Notwithstanding
anything           contained to the contrary in this Agreement, the Company shall not be
entitled           to indemnification pursuant to this Article VIII with
respect to           Losses or alleged Losses that are a result of, or based upon or
arising from,           any claim or liability to the extent such claim or liability is
taken into           account in determining whether or not there will be an adjustment to
the           Purchase Price pursuant to Section 2.1(f) hereof.  





        (h)              Materiality
Qualifier. The amount of any loss, damage, cost, expense, liability           or claim
for which a party is required to indemnify or reimburse another party           hereunder
on account of a breach or an inaccuracy of a representation or           warranty made by
such party or a breach by such party of its covenants contained           in this
Agreement shall be calculated without regard to any           “materiality” qualifier
set forth in the relevant representation,           warranty or covenant.  





        (i)              Losses
Net of Tax Benefit and Insurance. The amount of any and all Losses under           this
Article VIII shall be determined net of any amounts recovered or
          recoverable by the indemnified party under insurance policies, indemnities or
          other reimbursement arrangements with respect to such Losses. The amount of any
          and all Losses under this Article VIII shall be determined without
          reduction for any Tax Benefits (as defined below) realized by any party seeking
          indemnification hereunder arising from the deductibility of any such Losses.
          However, to the extent that the indemnified party recognizes Tax Benefits as a
          result of any Losses, the indemnified party shall pay the amount of such Tax
          Benefits (but not in excess of the indemnification payment or payments actually
          received from the indemnifying party) to the indemnifying party, as such Tax
          Benefits are actually recognized by the indemnified party. For this purpose,
the           indemnified party shall be deemed to recognize a tax benefit (“Tax
          Benefit”) with respect to a taxable year if, and to the extent that,
          the indemnified party’s cumulative liability for Taxes through the end of
          such taxable year, calculated by excluding any Tax items attributable to Losses
          from all taxable years, exceeds the indemnified party’s actual
          cumulative liability for Taxes through the end of such taxable year, calculated
          by taking into account any Tax items attributable to Losses for all taxable
          years (to the extent permitted by relevant Tax law and treating such Tax items
          as the last items claimed for any taxable year). Each party hereby waives, to
          the extent permitted under its applicable insurance policies, any subrogation
          rights that its insurer may have with respect to any indemnifiable Losses. Any
          indemnity payment under this Agreement shall be treated as an adjustment to the
          Purchase Price for Tax purposes.  




-26- 











        (j)    Buyer’s
Insurance. Notwithstanding anything in this Agreement to the           contrary, if
the Company provides Buyer with so-called “buyers           insurance” reasonably
acceptable to Buyer that, in the reasonable           discretion of Buyer provides Buyer
with protection covering the Company’s           indemnity obligations with respect
to breaches of the Company’s           representations and warranties substantially
the same as the protection provided           to Buyer in Article VIII, the
parties hereto agree to (i)amend this Agreement such that the Company Indemnified
Parties shall not be           entitled to any indemnification of any kind as a result of
the Company’s           breach of its representations and warranties contained
herein, and all           representations and warranties of the Company in this Agreement
shall be deemed           to have terminated as of the Closing, and (ii) take all action
necessary to           cause the Escrow Agent to promptly release to the Company the
Escrow Funds.  





        (k)    Lost
Profits. In no event shall the Company Indemnified Parties or the Buyer
          Indemnified Parties be entitled to recover or make a claim for any amounts in
          respect of lost profits in calculating the amount of any Losses.  





ARTICLE IX
 
CONFIDENTIALITY  



        9.1
    Definition of Confidential Information. The parties acknowledge that at or
following the Closing, information will have been provided to, or will have come to the
attention of, each 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
formulations, specifications, product development histories, test results, ideas,
marketing concepts, designs, drawings, techniques, personnel, technical and financial
data, models, flow charts, procedures, now-how, methods, inventions and forecasts
(hereinafter collectively referred to as “Confidential Information”).
The parties further acknowledge that Confidential Information which primarily relates to
the Purchased Assets or the business conducted by the Company with the Purchased Assets
prior to the Closing shall be considered Confidential Information of the Buyer following
the Closing. However, Confidential Information does not include any information which (a) was
or becomes generally available to the public other than as a result of an unauthorized
disclosure by the receiving party, or (b) comes into the possession of the receiving
party after the date of the Closing on a nonconfidential basis from a source other than
the disclosing party or its agent, providedthat, insofar as is reasonably
known to the receiving party, the disclosure by such source does not violate any
confidentiality agreement between such source and the disclosing party.  





        9.2
    Use of Confidential Information. The receiving party shall use the disclosing party’s
Confidential Information only for the purpose of performing its obligations under this
Agreement or as contemplated in this Agreement or any agreements entered into pursuant to
this Agreement, and for no other purpose; provided, however, that the
foregoing shall not prevent the Company or any successor in interest of the Company from
using, without payment of any additional consideration, that portion of the Buyer’s
Confidential Information that relates to the Purchased Assets or the business conducted
by the Company with the Purchased Assets prior to the Closing to the extent necessary to
carry out its business following the Closing.  





-27- 










        9.3
    Confidentiality. The receiving party, on behalf of itself and all of its
Affiliates, agrees to keep the disclosing party’s Confidential Information
confidential and shall not, without the prior written consent of the disclosing party,
disclose such Confidential Information to any third party, in whole or in part, other
than for the purposes of performing its obligations under this Agreement or any
agreements entered into pursuant to 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 no use or disclose such Confidential Information other than
for such purposes. The receiving party likewise shall not disclose such Confidential
Information to any Affiliate except those who have an actual need to know such
Confidential Information for the purpose of performing the receiving party’s
obligations under this Agreement or any agreements entered into pursuant to this
Agreement who are informed by the receiving party of the confidential nature of such
Confidential Information and who agree to be bound by this Agreement (“Permitted
Recipients”). The receiving party shall be responsible for any breach of any
provision of this Agreement by its Permitted Recipients.  





        9.4
    Legal Requirement to Disclose. In the event that the receiving party becomes
legally compelled to disclose any of the disclosing party’s Confidential
Information, the receiving party shall provide the disclosing party with prompt notice,
if lawful, so that the disclosing party may seek a protective order or other appropriate
remedy and/or waive compliance with the provisions of this Agreement. In the event such
protective order or other remedy is not obtained, or the disclosing party waives
compliance with the provisions of this Agreement, the receiving party shall furnish only
that portion of the disclosing party’s Confidential Information which the receiving
party is advised by its counsel is legally required to be furnished, and the receiving
party shall use its best efforts to obtain assurances that such Confidential Information
shall be treated confidentially by the recipient thereof.  





ARTICLE X
 
GENERAL PROVISIONS  



        10.1
    Notices. All notices, demands, consents, or other communications that are required
or permitted hereunder or that are given with respect to this Agreement shall be in
writing and shall be sufficient if personally delivered or sent by registered or
certified mail, facsimile message, or Federal Express or other nationally recognized
overnight delivery service. Any notice shall be deemed given upon the earlier of the date
when received at, or the fifth day after the date when sent by registered or certified
mail or the day after the date when sent by Federal Express or facsimile to, the address
or facsimile number set forth below, unless such address or facsimile number is changed
by written notice to the other parties in accordance with this Agreement:  





        (a)              if
to Buyer, to:  





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







-28- 









        with
copies to: 



	 	
Quarles
& Brady LLP
411 East Wisconsin Avenue
Milwaukee, WI 53202-4497
Attn: Fredrick G. Lautz,
Esq.
Facsimile: (414) 978-8900 






        (b)              if
to the Company, to:  





	 	
Northland
Cranberries, Inc
P.O. Box 8020
Wisconsin Rapids, WI 54495-8020 
Attn: Ken Iwinski, Vice
President — Legal
Facsimile:  (715) 422-6897 






        with
copies to: 



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






        10.2
    Interpretation. When a reference is made in this Agreement to Exhibits or
Schedules, such reference shall be to an Exhibit or Schedule to this Agreement unless
otherwise indicated. The words “include,” “includes” and “including” when
used herein shall be deemed in each case to be followed by the words “without
limitation.” The phrase “made available” in this Agreement shall mean that
the information referred to has been made available if requested by the party to whom
such information is to be made available. The table of contents and headings contained in
this Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.  





        10.3
    Counterparts. This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and shall become effective when one
or more counterparts have been signed by each of the parties and delivered to the other
parties, it being understood that all parties need not sign the same counterpart. Any
counterpart may be executed and delivered by facsimile signature and such facsimile
signature shall be deemed an original.  





        10.4
    Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the
documents and instruments and other agreements specifically referred to herein or
delivered pursuant hereto, including the Exhibits, the Schedules, including the Company
Disclosure Schedule and Buyer Disclosure Schedule (a) constitute the entire agreement
among the parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, both written and oral, among the parties with respect to
the subject matter hereof which shall continue in full force and effect, and shall
survive any termination of this Agreement or the Closing, in accordance with its terms;
(b) are not intended to confer upon any other Person any rights or remedies hereunder;
and (c) shall not be assigned by operation of law or otherwise except as otherwise
specifically provided.  





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        10.5
    Expenses. All costs and expenses incurred in connection with this Agreement and
the transactions contemplated hereby (including, without limitation, the fees and
expenses of its advisers, accountants and legal counsel), shall be paid by the party
incurring such expense.  





        10.6
    Tax Matters.  All transfer, documentary, sales, use, stamp, registration
and other such Taxes, and all conveyance fees, recording charges and other fees and
charges (including any penalties and interest) incurred in connection with the
consummation of the transactions contemplated by this Agreement shall be split equally
between the Buyer and the Company when due, and the parties will file all necessary Tax
Returns and other documentation with respect to all such Taxes, fees and charges, and, if
required by applicable law, the parties will, and will cause their Affiliates to, join in
the execution of any such Tax Returns and other documentation.  





        10.7
    Amendment. Any provision of this Agreement may be amended only by the written
consent of the Company and Buyer. Any agreement on the part of a party to any amendment
shall only be valid if set forth in an instrument in writing signed on behalf of such
party.  





        10.8
    Severability. In the event that any provision of this Agreement, or the
application thereof, becomes or is declared by a court of competent jurisdiction to be
illegal, void or unenforceable, the remainder of this Agreement will continue in full
force and effect and the application of such provision to other Persons or circumstances
will be interpreted so as reasonably to effect the intent of the parties hereto. The
parties further agree to replace such void or unenforceable provision of this Agreement
with a valid and enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of such void or unenforceable provision.  





        10.9
    Remedies Cumulative. Except as otherwise provided herein, any and all remedies
herein expressly conferred upon a party will be deemed cumulative with and not exclusive
of any other remedy conferred hereby, or by law or equity upon such party, and the
exercise by a party of any one remedy will not preclude the exercise of any other remedy.  





        10.10
    Governing Law; Waiver of Jury Trial. 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.  





        10.11
    Rules of Construction. The parties hereto agree that they have been represented by
counsel during the negotiation, preparation and execution of this Agreement and,
therefore, waive the application of any law, regulation, holding or rule of construction
providing that ambiguities in an agreement or other document will be construed against
the party drafting such agreement or document.  





-30- 










        10.12
    No Right of Offset. Neither party shall have the right to offset any amount owed
to such party against any amount it owes pursuant to this Agreement or the transactions
contemplated hereby.  





        10.13
    Further Assurances. Each of the parties to the Agreement shall use commercially
reasonable efforts to effectuate the transactions contemplated hereby and to fulfill and
cause to be fulfilled the conditions to Closing under the Agreement. Each party hereto,
at the reasonable request of another party hereto, shall execute and deliver such other
instruments and do and perform such other acts and things as may be necessary or
desirable for effecting completely the consummation of this Agreement and the
transactions contemplated hereby.  





        10.14
    Deliveries to Buyer. Buyer agrees and acknowledges that all documents or other
items delivered to Buyer’s representatives (including, without limitation, Quarles
& Brady LLP and PriceWaterhouseCoopers) shall be deemed to be delivered to Buyer for
all purposes hereunder.  





[Signature Page Follows] 


























-31- 

















        IN
WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to be
executed and delivered by their respective duly authorized officers as of the date first
written above. 



		OCEAN SPRAY CRANBERRIES, INC.
	

 	By:  /s/ Mike Stamatakos
		        Name: Mike Stamatakos
		        Title: Vice President, Operations
	 
	
 	NORTHLAND CRANBERRIES, INC.
	

 	By:  /s/ John Swendrowski
		        Name: John Swendrowski
		        Title: Chief Executive Officer






























[Signature Page to
Asset Purchase Agreement]