OPTION AGREEMENT 



BY AND BETWEEN 



OCEAN SPRAY
CRANBERRIES, INC. 



AND 



NORTHLAND CRANBERRIES,
INC. 



September 23, 2004 











TABLE OF CONTENTS 





		Page
	
Article I      DEFINITIONS	1 
	Article II    GRANT OF OPTION; OPTION FEE; PURCHASE PRICE	3 
	         Section 2.1      Grant of Option	3 
	         Section 2.2      Option Fee	3 
	         Section 2.3      Purchase Price	4 
	         Section 2.4      Calculation of Deferred Crop Value Amount	4 
	Article III  EXERCISE OF OPTION	4 
	         Section 3.1      Exercise of Option; Closing	4 
	         Section 3.2      Failure to Exercise Option	5 
	Article IV    REPRESENTATIONS AND WARRANTIES OF THE COMPANY	5 
	         Section 4.1      Organization and Authority	5 
	         Section 4.2      No Violation	6 
	         Section 4.3      Title to Agricultural Assets	6 
	         Section 4.4      Finder's Fees	6 
	         Section 4.5      Litigation	6 
	Article V      REPRESENTATIONS AND WARRANTIES OF BUYER	7 
	         Section 5.1      Organization and Authority	7 
	         Section 5.2      No Violation	7 
	         Section 5.3      Finder's Fees	7 
	         Section 5.4      Litigation	7 
	         Section 5.5      Company Stock	8 
	Article VI    ADDITIONAL AGREEMENTS	8 
	         Section 6.1      Further Actions; Filings	8 
	         Section 6.2      Public Disclosure	9 
	Article VII  MISCELLANEOUS PROVISIONS	9 
	         Section 7.1      Time is of the Essence	9 
	         Section 7.2      Assignment	9 
	         Section 7.3      Notices	9 
	         Section 7.4      Interpretation	10 
	         Section 7.5      Counterparts	10 







i 













		
	         Section 7.6      Entire Agreement; Nonassignability; Parties in Interest	11 
	         Section 7.7      Expenses	11 
	         Section 7.8      Recording Fees	11 
	         Section 7.9      Amendment	11 
	         Section 7.10    Severability	11 
	         Section 7.11    Remedies Cumulative	11 
	         Section 7.12    Governing Law; Jurisdiction; Waiver of Jury Trial	11 
	         Section 7.13    Rules of Construction	12 
	         Section 7.14    Further Assurances	12 








Exhibits 



	A  	Purchase
Price and Option Fee Allocation Schedule






	B  	Form
of Option Purchase Agreement 






































ii 













OPTION AGREEMENT 



        THIS
OPTION AGREEMENT (this “Agreement”) is made and entered into as of this
23rd day of September, 2004, by and between OCEAN SPRAY CRANBERRIES, INC., a Delaware
corporation (“Buyer”), and NORTHLAND CRANBERRIES, INC., a Wisconsin
corporation (the “Company”). (Buyer and the Company are sometimes
referred to herein individually as a “Party”, and collectively as the
“Parties”). 



RECITALS 



        WHEREAS,
the Company has agreed to grant an option to Buyer, and Buyer has agreed to acquire an
option from the Company, for Buyer to purchase some or all of the Agricultural Assets (as
defined herein) from the Company, on the terms set forth in this Agreement. 



        NOW,
THEREFORE, in consideration of the mutual covenants set forth in this Agreement and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Buyer hereby agree as follows: 



ARTICLE I  



DEFINITIONS 



        In
addition to the terms defined above in the introduction and Recitals to this Agreement,
the following terms when used in this Agreement shall have the meanings set forth in this
Article I: 



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



        “Agricultural
Asset(s)” means (i) individually, all of the Company’s right, title and
interest in and to any one Marsh and all of the Equipment and Crops growing on the vine at
such Marsh, and (ii) collectively, all of the Company’s right, title and
interest in and to all of the Marshes and all of the Equipment and Crops growing on the
vine at such Marshes. 



        “Business
Day” means any day other than Saturday, Sunday or any federal legal holiday. 



        “Closing”
means the “Closing” as such term is defined in the applicable Option Purchase
Agreement. 



        “Company
Disclosure Schedule” shall have the meaning set forth in Article IV. 



        “Company Shareholder
Approval” has the meaning set forth in the applicable Option Purchase Agreement. 



        “Crops”
means any and all of the cranberry crop growing on cranberry vines located on the Marshes,
but only to the extent such cranberry crop has not been harvested as of the Closing Date. 












        “Deferred
Crop Value Amount” means, with respect to the Agricultural Assets at any Marsh,
the sum of (1) the repair, maintenance, operation, and depreciation expenses, provided
that the depreciation is expensed on a schedule consistent with cranberry industry
practices, of such Marsh actually incurred from December 1, 2004 through the Closing Date,
plus (2) the aggregate amount of administrative expenses (but for avoidance of doubt,
excluding corporate overhead) related to the Agricultural Assets actually incurred,
multiplied by such Marsh’s percentage contribution to the Company’s total
harvested cranberries in 2004; provided that Buyer shall have the right to review and
validate this calculation prior to the Closing. 



        “Equipment”
means all of the equipment and vehicles owned by the Company and located on each of the
applicable Marshes which the Company and the Buyer mutually agree to include as a part of
the Agricultural Assets in connection with the Buyer’s purchase of the relevant
Marsh. 



        “Exercise
Period” shall mean the period of time commencing on December 1, 2004 and ending
on the Expiration Date. 



        “Expiration
Date” has the meaning set forth in Section 3.1. 



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



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



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



        “Marsh(es)”
means (i) individually, any marsh owned by the Company (and all improvements located
thereon) and set forth on Exhibit A, and (ii) collectively, all of the
marshes owned by the Company (and all improvements located thereon) and set forth on
Exhibit A attached hereto. 



        “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
Agricultural Assets) 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 affecting 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. 




2   









        “Option”
has the meaning set forth in Section 2.1. 



        “Option
Fee” has the meaning set forth in Section 2.2. 



        “Option Purchase
Agreement” means the form of Agricultural Asset Purchase Agreement attached
hereto as Exhibit B. 



        “Permitted
Assignee” means any cranberry producing member of Buyer or any other Person
selected by Buyer. 



        “Permitted
Liens” shall, with respect to any Agricultural Asset, have the meaning defined in
the relevant Option Purchase Agreement. 



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



        “Purchase
Price” has the meaning set forth in Section 2.3. 



        “Term”
shall mean the period of time from the date of this Agreement until the Expiration Date
(or, if earlier, with respect to any of the Agricultural Assets for which the Option is
exercised by Buyer pursuant to this Agreement, until the applicable Closing for such
Agricultural Assets). 



ARTICLE II  



GRANT OF OPTION;
OPTION FEE; PURCHASE PRICE 



    Section 2.1    
Grant of Option. Subject to the terms set forth in this Agreement, the Company hereby
grants to Buyer, and Buyer hereby accepts from the Company, an exclusive option to
purchase any or all of the Agricultural Assets (the “Option”) on the
terms set forth in this Agreement and in the applicable Option Purchase Agreement as
provided in Section 3.1.  



    Section 2.2    
Option Fee.  The Company acknowledges its receipt from Buyer of the amount of
Five Million and No/100 Dollars ($5,000,000.00) in cash (the “Option Fee”)
as payment in full for the Option. Buyer acknowledges and agrees that the Option Fee
shall be non-refundable to Buyer except as provided herein. If Buyer does not exercise
the Option with respect to any specific Agricultural Asset(s) in accordance with Section 3.1,
then the Option Fee allocated to such Agricultural Asset(s) pursuant to Exhibit A attached
hereto shall not be refunded to Buyer, and shall be retained by the Company, except that,
(i) if the exercise of the Option with respect to any specific or all of the Agricultural
Assets is prohibited or enjoined by action of any Governmental Entity, or (ii) if the
Buyer or its Permitted Assignee reasonably determines, after due diligence, that any of
the Agricultural Assets has such title defects that are both (A) not capable of being
insured and (B) would be reasonably expected to materially affect the value of such
Agricultural Assets, then the Company promptly shall return to the Buyer that portion of
the Option Fee which applies to the affected Agricultural Assets.  




3 









    Section 2.3    
Purchase Price.  (a)  The purchase price for all of the Agricultural
Assets shall be Forty-Seven Million Five Hundred Thousand and No/100 Dollars
($47,500,000.00) plus the aggregate of all Deferred Crop Value Amounts attributable to
the Marshes (the “Purchase Price”). The Parties hereby agree that the
Purchase Price shall be allocated among the Agricultural Assets as set forth on Exhibit A attached
hereto. Buyer shall receive a credit at the Closing against the Purchase Price for each
Agricultural Asset purchased by Buyer pursuant to this Agreement and the applicable
Option Purchase Agreement in the amount of the applicable portion of the Option Fee
allocated to such Agricultural Asset as set forth on Exhibit A and as
provided in the applicable Option Purchase Agreement. If Buyer exercises the Option with
respect to any Agricultural Asset as set forth in this Agreement and proceeds to the
Closing, Buyer shall pay the portion of the Purchase Price allocated to such Agricultural
Assets (as further adjusted for prorations and in accordance with the applicable Option
Purchase Agreement) to the Company in accordance with the applicable Option Purchase
Agreement.  



        (b)              For
purposes of illustration, if Buyer exercises the Option with respect to the
          Gordon Marsh, Buyer, at the Closing, would pay to the Company an amount equal
to           (i) $4,377,002 (the amount of the base purchase price allocated to the
          Gordon Marsh), plus (ii) the Deferred Crop Value Amount attributable to the
          Gordon Marsh (calculated in accordance with Section 2.4 hereof), less (iii) $436,064
(the amount of the Option Fee allocated to the           Gordon Marsh), which amount will
be adjusted for prorations and in accordance           with the applicable Option
Purchase Agreement.  




    Section 2.4    
Calculation of Deferred Crop Value Amount. At or prior to each applicable Closing, the
Parties shall mutually determine the aggregate amount of deferred crop expenses on the
books of the Company. In determining such amount, the Company shall make available to the
Buyer its books and records related to the preparation of the aggregate amount of
deferred crop expenses.  



ARTICLE III  



EXERCISE OF OPTION 



    Section 3.1    Exercise
of Option; Closing. Buyer shall, from time to during the Exercise Period, exercise the
Option with respect to any or all of the Agricultural Assets, if at all, by (i) executing
and delivering to the Company four (4) originals of an Option Purchase Agreement for
each of such applicable Agricultural Assets, with no amendments, modifications or other
changes to any terms therein (except that the economic terms in such Option Purchase
Agreement shall be filled in using the information set forth on Exhibit A with
respect to the applicable Agricultural Assets that are the subject of such Option
Purchase Agreement and (ii) attaching to such agreement Exhibit A and Exhibit
Bthereto (which Exhibit A and Exhibit B identifies which Agricultural
Assets are the subject of such applicable Option Purchase Agreement), no later than 5:00
p.m. (Eastern Time) on March 22, 2005 (the “Expiration Date”). Any
attempt by Buyer to exercise the Option prior to December 1, 2004 or after the Expiration
Date, or by any means during the Exercise Period other than as set forth in this 




4   











Section 3.1, shall   be
null and void and of no force or effect. If Buyer validly exercises the Option in
accordance with this Section 3.1, then the Company shall countersign and
deliver to Buyer two (2) originals of each Option Purchase Agreement and attaching
to such agreement the schedules thereto (which schedules will identify any disclosures
that are necessary to make the representations and warranties set forth in such Option
Purchase Agreement with respect to the applicable Agricultural Assets true and correct in
all material respects) and a list of the employees of the Company whose employment
primarily relates to the Agricultural Assets that are the subject of such applicable
Option Purchase Agreement), within five (5) Business Days after the Company’s
receipt during the Exercise Period of the applicable Option Purchase Agreements. The date
of the Closings under each of the Option Purchase Agreements executed pursuant to this
Agreement shall be mutually determined by the parties, but in any event shall not be
earlier than the date that all conditions to such Closing contained in the applicable
Option Purchase Agreement have been satisfied.  



    Section 3.2    
Failure to Exercise Option. Upon the expiration of the Term, (i) this Agreement shall
terminate automatically and the Option shall be null and void and of no further force or
effect without any further action by the Parties, (ii) the Company shall retain the
Option Fee (subject to (A) the Option Fee being credited against the Purchase Price as
set forth in Section 2.3 hereof, and (B) the Company’s obligation, if
any, to refund the Option Fee as set forth in Section 2.2 of this Agreement) and
(iii) the Company and Buyer shall have no further rights or obligations under this
Agreement.  



ARTICLE IV  



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 IV 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 officer of the Company (the “Company Disclosure
Schedule”). The Company 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. 



    Section 4.1    
Organization and Authority.  The Company is a corporation duly organized,
validly existing and in active status under the laws of the State of Wisconsin. The
Company has the corporate power and authority to execute and deliver this Agreement and
to consummate the transactions contemplated hereby, other than, if applicable as provided
in the applicable Option Purchase Agreement, the Company Shareholder Approval. 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, other than, if applicable as
provided in the applicable Option Purchase Agreement, the Company Shareholder Approval.
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).  




5 









    Section 4.2    
No Violation. Except as set forth on Schedule 4.2 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 (i) constitute
a breach or violation of any provision of the articles of incorporation or bylaws of the
Company, as amended, (ii) 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 (other than Permitted Liens) upon any of the
Agricultural Assets under, any note, bond, mortgage, indenture, deed of trust, license,
lease, agreement or other instrument to which the Company, or by which it or any of the
Agricultural Assets, are bound, or (iii) 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 statute, ordinance, rule
or regulation applicable to the Company, or by which it or any of the Agricultural Assets
may be bound or affected, other than, in the case of the foregoing clauses (ii) or
(iii), conflicts, breaches, violations, defaults, terminations, accelerations,
requirements for consent or notice or creation of Liens (other than Permitted Liens)
which would not be reasonably likely to have a Material Adverse Effect on the Company.  



    Section 4.3    
Title to Agricultural Assets. The Company has the power and the right to sell, assign and
transfer (subject to the Company Shareholder Approval, if necessary) 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 Agricultural Assets, free
and clear of all Liens other than Permitted Liens.  



    Section 4.4    
Finder’s Fees.  Except as set forth on Schedule 4.4 of the Company
Disclosure Schedule, no Person retained by the Company 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. Any commission or finder’s or similar
fee owing to the Person(s) named on said Schedule 4.4 shall be the obligation
of the Company.  



    Section 4.5    
Litigation.  There is no suit, claim, proceeding or investigation pending or,
to the Company’s knowledge, threatened against the Company which is reasonably
likely to have a Material Adverse Effect on the Company or would reasonably be expected
to prevent or delay the consummation of the transactions contemplated by this Agreement.
The Company 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 the Company or
would reasonably be expected to prevent or delay the consummation of the transactions
contemplated hereby.  




6 









ARTICLE V  



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 V are true and correct. 



    Section 5.1    
Organization and Authority.  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 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).  



    Section 5.2    
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, (ii) 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, license, lease,
agreement or other instrument to which any of them or any of their properties or assets,
are bound, or (iii) 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, any statute, ordinance, rule or regulation applicable to
Buyer, or by which it or any of its properties or assets may be bound or affected, other
than, in the case of the foregoing clauses (ii) or (iii), conflicts, breaches,
violations, defaults, terminations, accelerations or creation of Liens which would not be
reasonably likely to have a Material Adverse Effect on Buyer.  



    Section 5.3    
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.  



    Section 5.4    
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.  




7 









    Section 5.5    
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 VI  



ADDITIONAL AGREEMENTS 



    Section 6.1    
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 agree to use their reasonable best efforts to take, or           cause to
be taken, all actions necessary to expeditiously consummate the           transactions
contemplated by this Agreement, including using reasonable best           efforts to make
all necessary government filings, respond to government requests           for
information, and obtain all necessary governmental, judicial or regulatory
          actions or non-actions, orders, waivers, consents, clearances, extensions and
          approvals. If suit or other action is threatened or instituted by any
          Governmental Entity or other entity challenging the validity or legality, or
          seeking to restrain the 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 its
          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           (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 Agricultural Assets of the Company.  




        (d)              Notwithstanding
anything to the contrary in this Agreement, 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 6.1 in connection with any such inquiry,
          action, proceeding or investigation initiated under any applicable antitrust
          law, rule or regulation.  





8 









    Section 6.2    
Public Disclosure. Unless otherwise permitted by this Agreement, during the Term, Buyer
and the Company shall consult with each other before issuing any press release or
otherwise making any public statement or making any other public (or non-confidential)
disclosure (whether or not in response to an inquiry) regarding the terms of this
Agreement and the transactions contemplated hereby, and neither shall issue any such
press release or make any such statement or disclosure without the prior approval of the
other (which approval shall not be unreasonably withheld, conditioned or delayed), except
as may be required by or is advisable under law or pursuant to any listing agreement with
any national securities exchange. 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. Notwithstanding the prohibitions contained in
this Section 6.2, Buyer may, without the prior approval of the Company, provide to
any Person (the “Recipient”) such information related to the Agricultural
Assets as is necessary to permit such Person to determine whether it desires to assume
Buyer’s option to purchase any of the Agricultural Assets hereunder; provided,
however, that Buyer may only provide such information if the Recipient enters into a
commercially reasonable confidentiality agreement with the Company with respect to such
information prior to disclosure of any such information to the Recipient by Buyer.  



ARTICLE VII  



MISCELLANEOUS
PROVISIONS 



    Section 7.1    
Time is of the Essence. Time is of the essence as to all dates and deadlines set forth in
this Agreement; provided,however, that notwithstanding anything to the
contrary in this Agreement, if the time period for the performance of any covenant or
obligation, satisfaction of any condition or delivery of any notice or item required
under this Agreement shall expire on a day other than a Business Day, such time period
shall be extended automatically to the next Business Day.  



    Section 7.2    
Assignment. Buyer shall have the right to designate one or more Permitted Assignees to
receive title to the applicable Agricultural Assets by providing written notice to the
Company at any time during the Term; provided, however, that (i) Buyer
shall not be released from any of its liabilities and obligations under this Agreement
(or under any Option Purchase Agreement) by reason of such designation or assignment, and
(ii) such designation shall not be effective until Buyer has provided the Company with a
fully executed copy of such designation or assignment and assumption instrument, which
shall be in form and substance reasonably satisfactory to the Company.  



    Section 7.3    
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:  




9 









        (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 






        with
copies to:  




	 	
Quarles
& Brady LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Attn: Fredrick G.
Lautz
Facsimile: (414) 271-3552 






        (b)              if
to the Company, to:  




	 	
Northland
Cranberries, Inc.
2930 Industrial Street
P.O. Box 8020
Wisconsin Rapids, Wisconsin
54495-8020
Attn: John Swendrowski, Chairman and Chief Executive Officer
          Kenneth A. Iwinski,
Vice President-Legal and Secretary 
Facsimile:  (715) 422-6897 







        with
copies to: 



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






    Section 7.4    
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 









    Section 7.5    
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.  



    Section 7.6    
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 (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; (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 in this Agreement.  



    Section 7.7    
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.  



    Section 7.8    
Recording Fees.  Any fees or charges incurred in connection with the recording
of this Option Agreement in the office of register of deeds for any county or other state
governmental subdivision in which any Marsh is located shall be split equally between the
Buyer and the Company.  



    Section 7.9    
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.  



    Section 7.10    
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.  



    Section 7.11    
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.  



    Section 7.12    
Governing Law; Jurisdiction; 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.  




11 









    Section 7.13    
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.  



    Section 7.14    
Further Assurances. Each of the parties to the Agreement shall use commercially
reasonable efforts to effectuate the transactions contemplated hereby. 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.  





* * * * * 




[Remainder of page
intentionally left blank; Signatures on following page]  

























12 














        IN
WITNESS WHEREOF, the Company and Buyer each have caused this Option Agreement to be
executed and delivered in their names by their respective duly authorized officers or
representatives. 



		
		COMPANY:
	
 	NORTHLAND CRANBERRIES, INC.,
		a Wisconsin corporation
	

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

 	BUYER:
	
 	OCEAN SPRAY CRANBERRIES, INC.,
		a Delaware corporation
	

 	By: /s/ Mike Stamatakos
		Name: Mike Stamatakos
		Title: Vice President, Operations






























[Signature Page to
Option Agreement]