MODIFICATION AGREEMENT


         THIS MODIFICATION AGREEMENT (this "Agreement") is made and entered into
effective as of the 6th day of November, 2001, by and between NORTHLAND
CRANBERRIES, INC., a Wisconsin corporation (the "Maker" or "Mortgagor), and THE
EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York corporation,
and its successors and assigns (the "Holder", "Mortgagee" or "Lender").

         WHEREAS, Lender is the holder of a Secured Promissory Note dated June
14, 1989 in the original principal amount of SEVENTEEN MILLION DOLLARS
($17,000,000) (Loan No. F-195038) (the "1989 Note"), secured by, inter alia, a
Mortgage and Security Agreement of even date therewith (the "1989 Mortgage") on
real property (i) recorded June 20, 1989 in Volume 600 of Records at page
353-408 as Document No. 376771, Oneida County Records, and (ii) recorded June
16, 1989 in Volume 275 of Records at page 653-708 as Document No. 209652,
Washburn County Records, and (iii) recorded June 16, 1989 in Volume 485 of
Records at page 756-811 as Document No. 620681, Douglas County Records, and (iv)
recorded June 16, 1989 in Volume 304 of Records at Page 463-5 18 as Document No.
251293, Price County Records, and (v) recorded June 16, 1989 in Volume 298 of
Records at Page 392-447 as Document No. 251207, Jackson County Records, and (vi)
recorded June 16, 1989 in Volume 104 of Records at page 58-113 as Document No.
398123, Monroe County Records, and (vii) recorded June 15, 1989 in Volume 572 of
Records at Page 9-64 as Document No. 693782, Wood County Records, upon which
Note there is unpaid the sum of $11,376,864.24, plus accrued interest on the
unpaid principal balance, together with penalties; and

         WHEREAS, the 1989 Note and the 1989 Mortgage were modified pursuant to
a Modification Agreement dated July 9, 1993 (the "1993 Modification Agreement"),
and the 1993 Modification Agreement was recorded at (i) the Register of Deeds
for Oneida County, Wisconsin, on July 16, 1993, in Volume 0704 of Records at
Page 177, as Document No. 420127; (ii) the Register of Deeds for Washburn
County, Wisconsin, on July 19, 1993, in Volume 317 of Records, at Page 236, as
Document No. 229549; (iii) the Register of Deeds for Douglas County, Wisconsin,
on July 19, 1993 in Volume 552 of Records, at Page 333, as Document No. 655274;
(iv) the Register of Deeds for Price County, Wisconsin, on July 16, 1993, in
Volume 344 of Records at Page 619, as Document No. 267414; (v) the Register of
Deeds for Jackson County, Wisconsin, on July 20, 1993, in Volume 323 of Records
at Page 728, as Document No. 266203; (vi) the Register of Deeds for Monroe
County, Wisconsin, on July 16, 1993, in Volume 164 of Records at Page 412, as
Document No. 425915 and (vii) the Register of Deeds for Wood County, Wisconsin,
on July 21, 1993, in Volume 686 of Records at Page 831, as Document No. 749662.
The 1989 Note and the 1989 Mortgage, as modified pursuant to the 1993
Modification Agreement, are hereinafter referred to as the $17,000,000 Note
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and the $17,000,000 Mortgage, respectively.

         WHEREAS, Lender is the holder of a Secured Promissory Note dated July
9, 1993 in the original principal amount of Ten Million Five Hundred Thousand
Dollars ($10,500,000.00) (Loan No. F-196293.00), (the "$10,500,000 Note"),
secured by, inter alia, a Mortgage and Security Agreement of even date therewith
(the "$10,500,000 Mortgage") on real property recorded with (i) the Register of
Deeds for Oneida County, Wisconsin, on September 1, 1993, in Volume 0708 of
Records at Pages 682-740, as Document No. 421890; (ii) the Register of Deeds for
Washburn County, Wisconsin, on July 16, 1993, in Volume 317 of Records at Pages
108-166, as Document No. 229509; (iii) the Register of Deeds for Douglas County,
Wisconsin, on August 31, 1993, in Volume 555 of Records at Pages 164-222, as
Document No. 656449; (iv) the Register of Deeds for Price County, Wisconsin, on
August 31, 1993, in Volume 346 of Records at Pages 217-275, as Document No.
267984; (v) the Register of Deeds for Jackson County, Wisconsin, on July 15,
1993, in Volume 323 of Records at Pages 529-587, as Document No. 266149; (vi)
the Register of Deeds for Monroe County, Wisconsin, on July 15, 1993, in Volume
164 of Records at Pages 323-381, as Document No. 425898; (vii) the Register of
Deeds for Wood County, Wisconsin on July 13, 1993, in Volume 685 of Records at
Pages 827-886, as Document No.749274, and (viii) the Register of Deeds for
Juneau County, Wisconsin, on July 15, 1993, in Volume 402 of Records at Pages
629-687, as Document No. 319039, upon which Note there is unpaid the sum of
$7,718,807.78, plus accrued interest on the unpaid principal balance, together
with penalties; and

         WHEREAS, the parties hereto desire to modify the $17,000,000 Note, the
$17,000,000 Mortgage, the $10,500,000 Note and the $10,500,000 Mortgage in the
particulars hereinafter set forth.

         NOW, THEREFORE, in consideration of the premises and of the mutual
promises herein contained, and of the sum of one dollar duly paid to Lender, and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, it is hereby mutually covenanted and agreed that the
terms of the $17,000,000 Note, the $17,000,000 Mortgage, the $10,500,000 Note
and the $10,500,000 Mortgage be and the same are hereby modified, effective
November 6, 2001, as follows:

SECURED PROMISSORY NOTES:

1.       The $17,000,000 Note and the $10,500,000 Note are each modified as
         follows:

         a.       Paragraph 1, Note Payment is amended in its entirety to read
                  as follows:


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                  (1)      Effective November 6, 2001, interest on the unpaid
                           principal balance shall be charged at the rate of
                           five percent (5.0%) per annum. Effective November 1,
                           2003, the interest rate shall be increased to six
                           percent (6.0%) per annum. Effective November 1, 2004,
                           the interest rate shall be increased to seven percent
                           (7.0%) per annum. Effective November 1, 2005, the
                           interest rate shall be increased to eight percent
                           (8.0%) per annum. Effective November 1, 2006, the
                           interest rate shall be increased to nine percent
                           (9.0%) per annum. In the event of a default by Maker
                           under the Note, Mortgage or other documents providing
                           security for repayment of the indebtedness, which
                           default has not been cured pursuant to the applicable
                           cure period, if any, relating thereto, the interest
                           rate shall increase to five (5) percentage points
                           above the rate of interest which would otherwise have
                           been applicable under the Note.

                           The Maker shall make monthly payments of principal
                           plus interest, with the first payment due December 1,
                           2001 and continuing on the first day of each month
                           thereafter until paid in full.

                           The monthly payment on the $17,000,000 Note shall be
                           $63,652 of principal, plus accrued interest.

                           The monthly payment on the $10,500,000 Note shall be
                           $42,435 of principal, plus accrued interest.

                           The Maker shall make additional principal payments of
                           $10,000 per month on the $17,000,000 Note, and of
                           $6,667 per month on the $10,500,000 Note, commencing
                           the first payment date after the Maker's announced
                           outside grower's price for cranberries equals or
                           exceeds $32 per barrel, and continuing for the
                           remaining term of the Note during all times when the
                           Maker's announced outside grower's price for
                           cranberries equals or exceeds $32 per barrel.

                           Notwithstanding anything else expressed in the Note,
                           the entire unpaid balance of principal and interest
                           shall be due November 1, 2007.

                           All payments shall be applied first to accrued
                           interest and then to principal.

                  b.       Paragraph 2, Security, is amended to add after each
                           use of the phrase

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<PAGE>
                           " with an even date hereof, the phrase "as amended
                           hereafter".

                  c.       Paragraph 3, Prepayment, is amended in its entirety
                           to read as follows: "Maker shall have the right to
                           prepay the Note, in full or in part, without
                           prepayment fee, at any time".

                  d.       Paragraph 4, Default And Acceleration Of Debt, is
                           amended to state that the default rate of interest
                           shall be five (5) percentage points above the
                           interest rate which would have existed from time to
                           time under the Note if there had been no default.

                  e.       Paragraph 5, Default Interest, is amended to state
                           that the default rate of interest shall be five (5)
                           percentage points above the interest rate which would
                           have existed from time to time under the Note if
                           there had been no default

                  f.       Paragraph 14, Miscellaneous, is amended to state that
                           the balloon payment is due November 1, 2007.

                  g.       A new Paragraph 15 is added to read as follows:

                                    The Holder forgives all defaults and events
                                    of default occurring under both Mortgages
                                    and both Notes and all documents related
                                    thereto prior to November 6, 2001 and all
                                    unpaid interest and penalties under both
                                    Mortgages and both Notes which have accrued
                                    prior to November 6, 2001.

$17,000,000 MORTGAGE:

3.       The $17,000,000 Mortgage (as amended pursuant to the 1993 Modification
         Agreement), is further modified as follows:

         a.       Subparagraph (a) of the first recital is amended in its
                  entirety to read as follows:

                           (a) the payment of an indebtedness in the sum of
                  SEVENTEEN MILLION DOLLARS ($17,000,000) and the payment
                  of an indebtedness in the initial principal sum of TEN MILLION
                  FIVE HUNDRED THOUSAND DOLLARS ($10,500,000), lawful money of
                  the United States, to be paid with interest thereon according
                  to a certain Secured Promissory Note dated June 14, 1989 and a
                  certain Secured Promissory Note dated July 9, 1993,
                  respectively, and all replacements, restatements, amendments
                  and other modifications thereto (said Notes are hereafter
                  collectively referred to as the "Note").


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<PAGE>

         b.       Item number 4 of the first recital is amended in its entirety
                  to read as follows:

                  "4.      All Agreements, Leases and Permits held by the
                           Mortgagor and relating to the Mortgagor's operation
                           of the Premises excepting only that certain Supply
                           Agreement dated June 11, 1992, by and between the
                           Mortgagor and Cliffstar Corporation and that certain
                           Supply Agreement dated June 10, 1992 by and between
                           the Mortgagor and Clement Pappas & Co., Inc. and
                           other agreements by which Mortgagor contracts for the
                           processing or sale of crops grown by Mortgagor or the
                           proceeds thereof, or for the sale of vines severed by
                           Mortgagor as allowed under the Mortgage, but none of
                           the Agreements excepted from the lien of this
                           Mortgage shall create a lien upon the Mortgaged
                           Property or bind the Mortgagee in any respect, except
                           to the extent that such lien is a Permitted Lien as
                           allowed hereunder. (The Mortgagor has also executed
                           an Assignment Of Agreements, Leases and Permits,
                           bearing even date herewith, relating to Agreements,
                           Leases and Permits held by Mortgagor)."

         c.       The sentence immediately following item number 8 of the first
                  recital is amended in its entirety to read as follows:

                  The various items referred to in paragraph Nos. 1, 2, 3, 4, 7
                  and 8, above, shall be collectively referred to herein as the
                  "Mortgaged Property". Notwithstanding anything to the contrary
                  contained herein, it is understood and agreed that the
                  Mortgaged Property does not include and the Mortgagee has no
                  lien or security interest in the following property: all
                  accounts receivable of the Mortgagor, all stock in Ocean Spray
                  Cranberries, Inc. owned by the Mortgagor and all Letters of
                  Allocation issued by Ocean Spray Cranberries, Inc. to the
                  Mortgagor. It is understood and agreed that the Mortgagee has
                  a first priority lien on Crops. "Crops" shall mean all crops,
                  now or hereafter growing or to be grown on the Premises,
                  including but not limited to cranberries, until the crops have
                  been harvested, or until the vines growing on the Premises
                  have been severed, as allowed under this Mortgage, and removed
                  from the Mortgaged Property. Once the crops are harvested, or
                  the vines have been severed, as allowed under this Mortgage,
                  and removed from the premises, they will no longer constitute
                  Crops and Mortgagee shall have no further interest in the
                  crops or the proceeds thereof. In the event of a default by
                  Mortgagor prior to said harvesting of the Crops or severance
                  of the vines, Mortgagee shall retain its lien on the Crops and
                  vines, including products and proceeds thereof.

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<PAGE>
         d.       Paragraph 4(d)(v) is amended in its entirety to state:
                  Mortgagor may not place a lien on Crops, but this shall not
                  prohibit a Permitted Lien, as otherwise allowed under this
                  Mortgage, which arises as a matter of law on the Crops.

         e.       Paragraph 6 is modified to add after the words "may sell by
                  mowing up to ten (10%) of the vines from bog acreage each
                  calendar year" the words ", provided that Mortgagor is not in
                  default under this Mortgage."

         f.       Paragraph 9, is amended to provide that Mortgagee consents to
                  the purchase of a controlling ownership interest in Mortgagor
                  by Sun Northland LLC and agrees that purchases by Sun Capital
                  Partners II, LP, or a majority owned subsidiary thereof shall
                  not be prohibited or limited by Paragraph 9.

         g.       Paragraph 14(a) is amended in its entirety to read as follows:

                  (a)      Mortgagor shall maintain a ratio of 1 to 1 of current
                           assets to current liabilities, beginning as of the
                           end of the Mortgagor's fiscal year ending in 2002.

         h.       Paragraph 14(b) is deleted in its entirety.

         i.       Paragraph14(f) is amended to delete the words "to be less than
                  1.25 to 1.0 computed at the end of each fiscal year", and to
                  substitute therefore the words "be less than 1.0 to 1.0
                  computed for the fiscal year ending in 2002, and not less than
                  1.25 to 1.0 computed at the end of the Mortgagor's fiscal year
                  ending in 2003 and at the end of each of the Mortgagor's
                  fiscal years thereafter."

         j.       Paragraph 15(a), as modified, is deleted in its entirety.

         k.       Paragraph 15(f) is amended in its entirety to read as follows:

                  (f)      Mortgagor shall not place any lien on Crops growing
                           or to be grown on the Premises. Mortgagor may not
                           place a lien on the cranberry vines that could attach
                           prior to severance of the vines, as allowed pursuant
                           to this Mortgage, and removal from the Mortgaged
                           Property. Nothing herein shall prohibit a Permitted
                           Lien, as otherwise allowed under this Mortgage, which
                           arises as a matter of law on the Crops or vines.
                           Mortgagor will not assign the whole or any part of
                           the rents, issues or profits arising from the
                           Mortgaged Property, except for agreements by which
                           Mortgagor contracts for the

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<PAGE>

                           processing or sale of crops grown by Mortgagor or the
                           proceeds thereof, or the sale of vines that have been
                           severed, as allowed pursuant to this Mortgage, and
                           removed from the Mortgaged Property, but none of said
                           agreements shall create a lien upon the Mortgaged
                           Property or bind the Mortgagee in any respect, except
                           to the extent that such lien is a Permitted Lien as
                           allowed hereunder, without the written consent of the
                           Mortgagee, and any assignment thereof shall be null
                           and void; that in the event of any default by the
                           Mortgagor in the performance of any of the terms,
                           covenants and provisions of this Mortgage or the
                           Note, it shall be lawful for the Mortgagee to enter
                           upon and take possession of the Mortgaged Property
                           with or without the appointment of a receiver, or an
                           application therefor, and to let the same, either in
                           its own name, or in the name of the Mortgagor, and to
                           receive the rents, issues and profits of the
                           Mortgaged Property, to the extent provided herein,
                           and to apply the same, after the payment of all
                           necessary charges and expenses, on account of the
                           amount hereby secured; that said rents and profits
                           are, in the event of any such default, and except as
                           otherwise set forth herein, hereby assigned to the
                           Mortgagee; and that upon notice and demand, the
                           Mortgagor will transfer and assign to the Mortgagee,
                           in form satisfactory to the Mortgagee, the lessor's
                           interest in any lease now or hereafter affecting the
                           whole or any part of the Mortgaged Property."

         l.       Paragraph 15(l)(2) is amended to add at the end of the
                  paragraph "other than benefit plans assumed in connection with
                  Mortgagor's purchase of the assets of Minot Food Packers,
                  Inc.".

         m.       A new sentence is added at the end of the first full paragraph
                  of Paragraph 17, which sentence shall read as follows: Any
                  default on any other secured indebtedness of Mortgagor,
                  whether to Mortgagee or otherwise, which default is not cured
                  within any applicable cure period, but in no event shall such
                  cure period exceed thirty (30) days, shall be considered a
                  default under this Mortgage.

$10,500,000 MORTGAGE

4.       The $10,500,000 Mortgage is modified as follows:

         a.       Subparagraph (a) of the first recital is amended in its
                  entirety to read as follows:


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<PAGE>


                        (a) the payment of an indebtedness in the initial
                  principal sum of SEVENTEEN MILLION DOLLARS ($17,000,000) and
                  the payment of an indebtedness in the initial principal sum of
                  TEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($10,500,000),
                  lawful money of the United States, to be paid with interest
                  thereon according to a certain Secured Promissory Note dated
                  June 14, 1989 and a certain Secured Promissory Note dated July
                  9, 1993, respectively, and all replacements, restatements,
                  amendments and other modifications thereto (said Notes are
                  hereafter collectively referred to as the "Note").

         b.       Item number 2 of the first recital is amended in its entirety
                  to read as follows:

                  2.       All machinery, tractors, trucks and other motor
                           vehicles (but excluding titled motor vehicles),
                           apparatus, equipment, irrigation pumps, motors and
                           distribution systems, fittings, fixtures, and
                           articles of personal property of every kind and
                           nature whatsoever, other than consumable goods, now
                           or hereafter located in or upon the Premises or any
                           part thereof and used or usable, but excluding
                           equipment used at other bogs as described below, in
                           connection with any present or future operations on
                           the Premises, (hereinafter called "Equipment") and
                           now owned or hereafter acquired by the Mortgagor (the
                           Equipment is more specifically described in Exhibit C
                           which is attached hereto and incorporated herein by
                           reference); and all of the right, title and interest
                           of the Mortgagor in and to any equipment which may be
                           subject to any title retention or security agreement
                           superior in lien to the lien of this Mortgage; the
                           term "Equipment" shall include all machinery,
                           apparatus, equipment, fittings, fixtures, and
                           articles of personal property on the Premises,
                           whether or not the same are annexed to said real
                           estate and whether or not the same are also used in
                           the operation of any building located thereon, but
                           shall not include trade inventory or consumable
                           goods. It is understood and agreed that all Equipment
                           is part and parcel of said real estate and
                           appropriated to the use of said real estate and,
                           whether affixed or annexed or not, shall for the
                           purpose of this Mortgage be deemed conclusively to be
                           real estate and conveyed hereby.

                           The Mortgagee acknowledges that the Mortgagor
                           operates certain cranberry bogs in addition to the
                           Premises which are the subject of this Mortgage, and
                           that the Mortgagee has certain additional equipment
                           and motor vehicles, not subject to the lien of this
                           Mortgage, which is either used exclusively at the
                           other bogs or is shared between the various bogs.
                           Subject to the sharing of

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<PAGE>

                           equipment referred to above, the Mortgagor hereby
                           warrants to the Mortgagee that the equipment
                           identified on Exhibit C, which is attached hereto and
                           incorporated herein by reference, includes all the
                           equipment which is necessary for raising and
                           harvesting cranberries on the Premises. Subject to
                           the sharing of equipment referred to above, the
                           Mortgagor covenants that it will at all times during
                           the term of the Note, maintain on the Premises and
                           subject to the lien of this Mortgage, at a minimum,
                           all the equipment which is necessary for raising and
                           harvesting cranberries on the Premises.

                  c.       Item Number 3 of the first recital is amended in its
                           entirety to read as follows:

                           "3.      All Agreements, Leases and Permits held by
                                    the Mortgagor and relating to the
                                    Mortgagor's operation of the Premises
                                    excepting only that certain Supply Agreement
                                    dated June 11, 1992, by and between the
                                    Mortgagor and Cliffstar Corporation and that
                                    certain Supply Agreement dated June 10, 1992
                                    by and between the Mortgagor and Clement
                                    Pappas & Co., Inc. and other agreements by
                                    which Mortgagor contracts for the processing
                                    or sale of crops grown by Mortgagor or the
                                    proceeds thereof, or for the sale of vines
                                    severed by Mortgagor as allowed by the terms
                                    of this Mortgage, but none of the Agreements
                                    excepted from the lien of this Mortgage
                                    shall create a lien upon the Mortgaged
                                    Property or bind the Mortgagee in any
                                    respect, except to the extent that such lien
                                    is a Permitted Lien as allowed hereunder.
                                    (The Mortgagor has also executed an
                                    Assignment Of Agreements, Leases and
                                    Permits, bearing even date herewith,
                                    relating to Agreements, Leases and Permits
                                    held by Mortgagor)."

                  d.       The first full paragraph appearing on page 3 of the
                           Mortgage is amended in its entirety and restated to
                           read as follows:

                                    It is understood and agreed that the
                                    Mortgagee has a first priority lien on
                                    Crops. "Crops" shall mean all crops now or
                                    hereafter growing or to be grown on the
                                    Premises, including but not limited to
                                    cranberries, until the crops have been
                                    harvested, or until the vines growing on the
                                    Premises have been severed, as allowed by
                                    the terms of this Mortgage, and removed from
                                    the Mortgaged Property. Once the crops are
                                    harvested, or the vines have been severed,
                                    as allowed by the terms of this Mortgage,
                                    and removed from the Mortgaged

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<PAGE>

                                    Property, they will no longer constitute
                                    Crops, and Mortgagee shall have no further
                                    interest in the crops or the proceeds
                                    thereof. In the event of a default by
                                    Mortgagor prior to said harvesting of the
                                    Crops or severance of the vines, Mortgagee
                                    shall retain its lien on the Crops and
                                    vines, including products and proceeds
                                    thereof.

                  e.       Paragraph 4.b. is deleted in its entirety.

                  f.       Subparagraph 5.f., including all its
                           sub-subparagraphs, is amended in its entirety to
                           state: Mortgagor may not place a lien on Crops, but
                           this shall not prohibit a Permitted Lien, as
                           otherwise allowed under this Mortgage, which arises
                           as a matter of law on the Crops.

                  g.       Paragraph 7 is amended to delete the words "up to
                           fifteen (15%) percent of the vines" and to substitute
                           the words "up to ten (10%) percent of the vines".

                  h.       Paragraph 10, is amended to provide that Mortgagee
                           consents to the purchase of a controlling ownership
                           interest in Mortgagor by Sun Northland LLC and agrees
                           that purchases by Sun Capital Partners II, LP, or a
                           majority owned subsidiary thereof shall not be
                           prohibited or limited by Paragraph 10.

                  i.       Paragraph 15(a) is amended in its entirety to read as
                           follows:

                           (a)      Mortgagor shall maintain a ratio of 1 to 1
                                    of current assets to current liabilities,
                                    beginning as of the end of the Mortgagor's
                                    fiscal year ending in 2002.

                  j.       Paragraph 15(c) is deleted in its entirety.

                  k.       Paragraph 15(d) is amended to delete the words "to be
                           less than 1.25 to 1.0 computed at the end of each
                           fiscal year", and to substitute therefor the words
                           "be less than 1.0 to 1.0 computed for the fiscal year
                           ending in 2002, and not less than 1.25 to 1.0
                           computed at the end of the Mortgagor's fiscal year
                           ending in 2003 and at the end of each of the
                           Mortgagor's fiscal years thereafter."

                  l.       Paragraph 15(k) is deleted in its entirety.

                  m.       Paragraph 16(b) is amended in its entirety and
                           restated to read as follows:

                                    Mortgagor may not place a lien on Crops or
                                    cranberry vines which could attach to such
                                    vines prior to their severance, as allowed


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<PAGE>

                                    under this Mortgage, and removal from the
                                    Mortgaged Property.

                  n.       Paragraph 16(g) is amended in its entirety to read as
                           follows:

                                    Mortgagor shall not place any lien on Crops
                                    growing or to be grown on the Premises.
                                    Mortgagor may not place a lien on the
                                    cranberry vines which could attach prior to
                                    their severance, as allowed under this
                                    Mortgage, and removal from the Mortgaged
                                    Property. Nothing herein shall prohibit a
                                    Permitted Lien, as otherwise allowed under
                                    this Mortgage, which arises as a matter of
                                    law on the Crops or vines. Mortgagor will
                                    not assign the whole or any part of the
                                    rents, issues or profits arising from the
                                    Mortgaged Property, except for agreements by
                                    which Mortgagor contracts for the processing
                                    or sale of crops grown by Mortgagor or the
                                    proceeds thereof, or the sale of vines which
                                    have been severed, as allowed under this
                                    Mortgage, and removed from the Mortgaged
                                    Property, but none of said agreements shall
                                    create a lien upon the Mortgaged Property or
                                    bind the Mortgagee in any respect, except to
                                    the extent that such lien is a Permitted
                                    Lien as allowed hereunder, without the
                                    written consent of the Mortgagee, and any
                                    assignment thereof shall be null and void;
                                    that in the event of any default by the
                                    Mortgagor in the performance of any of the
                                    terms, covenants and provisions of this
                                    Mortgage or the Note, it shall be lawful for
                                    the Mortgagee to enter upon and take
                                    possession of the Mortgaged Property with or
                                    without the appointment of a receiver, or an
                                    application therefor, and to let the same,
                                    either in its own name, or in the name of
                                    the Mortgagor, and to receive the rents,
                                    issues and profits of the Mortgaged
                                    Property, to the extent provided herein, and
                                    to apply the same, after the payment of all
                                    necessary charges and expenses, on account
                                    of the amount hereby secured; that said
                                    rents and profits are, in the event of any
                                    such default, and except as otherwise set
                                    forth herein, hereby assigned to the
                                    Mortgagee; and that upon notice and demand,
                                    the Mortgagor will transfer and assign to
                                    the Mortgagee, in form satisfactory to the
                                    Mortgagee, the lessor's interest in any
                                    lease now or hereafter affecting the whole
                                    or any part of the Mortgaged Property."

                  o.       Paragraph 16(i) is amended by deleting the words
                           "bearing even date herewith", and to delete the words
                           "excepting the indebtedness of Mortgagor to Mortgagee
                           evidenced by that certain Secured Promissory Note in
                           the original principal amount of $17,000,000

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<PAGE>

                           dated June 14, 1989".

                  p.       Paragraph 16(m)(2) is amended to add at the end of
                           the paragraph "other than benefit plans assumed in
                           connection with Mortgagor's purchase of the assets of
                           Minot Food Packers, Inc.".

                  q.       A new sentence is added at the end of the first full
                           paragraph of Paragraph 18, which sentence shall read
                           as follows: Any default on any other secured
                           indebtedness of Mortgagor, whether to Mortgagee or
                           otherwise, which default is not cured within any
                           applicable cure period, but in no event shall such
                           cure period exceed thirty (30) days, shall be
                           considered a default under this Mortgage.

MISCELLANEOUS PROVISIONS:

5.       Mortgagor shall pay, upon execution of this Agreement, all expenses
         incurred by Mortgagee, including attorneys fees and title company
         charges, relating to this Modification Agreement and the Forbearance
         Agreements which preceded this Agreement.

6.       In order to induce Mortgagee to enter into this Agreement, and in
         recognition of the fact that Mortgagee is acting in reliance thereupon,
         the Mortgagor hereby covenants, represents and warrants to Mortgagee
         that:

         a.       The Mortgagor is duly incorporated, validly existing and in
                  good standing under the laws of the State of Wisconsin and has
                  the power and authority and the legal right to own and operate
                  its property, to lease the property it operates, and to
                  conduct the business in which it is currently engaged.

         b.       The chief executive office of the Mortgagor is, and continues
                  to be, located at 800 First Avenue South, Wisconsin Rapids,
                  Wisconsin 54495-8020.

         c.       The Mortgagor has the power and authority to enter into,
                  deliver, issue and perform all of its obligations under this
                  Agreement. This Agreement, when duly executed and delivered on
                  behalf of the Mortgagor, will constitute the legal, valid and
                  binding obligations of the Mortgagor enforceable against the
                  Mortgagor in accordance with its terms, except as limited by
                  bankruptcy, insolvency or similar laws of general
                  applicability affecting the exercise of creditors' rights and
                  general principles of equity.

         d.       No consent or authorization of, filing with, or act by or in
                  respect of any governmental authority is required in
                  connection with the

                                       12
<PAGE>

                  execution, delivery, performance, validity or enforceability
                  of this Agreement. The execution, delivery and performance of
                  this Agreement (i) has been duly authorized by all necessary
                  action, where applicable, (ii) will not violate any
                  requirement of law or any contractual obligation of the
                  Mortgagor and (iii) will not result in, or require, the
                  creation or imposition of any lien on any of its properties or
                  revenues pursuant to any requirement of law or contractual
                  obligation.

         e.       No information, financial statement, exhibit or report
                  furnished by the Mortgagor to Mortgagee in connection with the
                  negotiation of, or pursuant to, this Agreement contains any
                  material misstatement of fact, omits to state a material fact,
                  or omits any fact necessary to make the statements contained
                  therein, in light of the circumstances in which they were
                  made, not misleading.

         f.       The Mortgagor acknowledges and agrees that the Notes,
                  Mortgages and other collateral documents are legal, valid and
                  binding obligations of the Mortgagor and are enforceable in
                  accordance with their terms, except as limited by bankruptcy,
                  insolvency or similar laws of general applicability affecting
                  the exercise of creditors' rights and general principles of
                  equity. The Mortgagor acknowledges and agrees that the
                  Mortgages grant to Mortgagee valid and subsisting mortgage
                  liens and security interest in all of the Collateral, and that
                  Mortgagee's mortgage liens and security interests were
                  properly perfected in accordance with applicable law.

7.       In the event the Mortgagor (a) files any voluntary petition under any
         Chapter of the United States Bankruptcy Code, 11 U.S.C.ss.ss.101 et
         seq. ("Bankruptcy Code") or in any manner seeks any relief under any
         other state, federal or other insolvency law or laws providing for
         relief of debtors, or directly or indirectly cause a filing of any such
         petition or to seek any such relief; or (b) is named as a debtor or
         alleged debtor in any involuntary petition filed under any Chapter of
         the Bankruptcy Code, which petition is not dismissed within sixty (60)
         days; or (c) directly or indirectly causes the Collateral or any
         interest of the Mortgagor in the Collateral to become the property of
         any bankruptcy estate or the subject of any state, federal or other
         bankruptcy, dissolution, liquidation or insolvency proceeding, then the
         Mortgagor hereby expressly agrees to the lifting of the automatic stay
         by the appropriate Bankruptcy Court "for cause" pursuant to Section
         362(d)(1) of the Bankruptcy Code. Said Bankruptcy Court shall be, and
         hereby is, authorized to enter an order lifting the automatic stay
         without the necessity of an evidentiary hearing and without the
         necessity of Mortgagee establishing the lack of adequate protection of
         its interests in the Collateral or the Mortgagor's lack of equity in
         the Collateral and lack of necessity of the



                                       13
<PAGE>

         Collateral for an effective bankruptcy reorganization. The automatic
         stay shall be lifted within thirty (30) days of filing the applicable
         motion.

8.       No course of dealing between Mortgagee and any other party hereto or
         failure or delay on the part of Mortgagee in exercising any rights or
         remedies hereunder shall operate as a waiver of any rights or remedies
         of Mortgagee under this or any other agreement. No single or partial
         exercise of any rights or remedies hereunder shall operate as a waiver
         or preclude the exercise of any other rights or remedies hereunder.

9.       This Agreement and the other documents referred to herein contain the
         entire agreement between Mortgagee and the Mortgagor with respect to
         the subject matter hereof, superseding all previous communications and
         negotiations, and no representation, undertaking, promise or condition
         concerning the subject matter hereof shall be binding upon Mortgagee
         unless clearly expressed in this Agreement. No statement or writing
         subsequent to the date hereof which purports to modify or add to the
         terms or conditions hereof shall be binding unless contained in a
         writing which makes specific reference to this Agreement and which is
         signed by all parties hereto.

10.      THE MORTGAGOR AND MORTGAGEE AGREE THAT THIS AGREEMENT IS IN THE BEST
         INTERESTS OF BOTH THE MORTGAGOR AND LENDER. THE MORTGAGOR ACKNOWLEDGES
         AND AGREES THAT MORTGAGEE HAS ACTED IN GOOD FAITH IN ITS DEALINGS WITH
         THE MORTGAGOR WITH RESPECT TO THE LOAN, THE LOAN DOCUMENTS AND THIS
         AGREEMENT AND THAT NEITHER MORTGAGEE NOR ITS AFFILIATES, OFFICERS,
         DIRECTORS, SHAREHOLDERS, AGENTS, REPRESENTATIVES, ATTORNEYS AND
         EMPLOYEES, PREDECESSORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY THE
         "RELEASED PARTIES") HAS COMMITTED ANY ACTS OR OMISSIONS WITH RESPECT TO
         THIS AGREEMENT, THE LOAN, AND/OR THE LOAN DOCUMENTS WHICH PRODUCE
         CLAIMS OF BAD FAITH, DURESS, EXCESSIVE CONTROL, JOINT VENTURE, OR
         OTHERWISE. THE MORTGAGOR DOES HEREBY EXPRESSLY REMISE, RELEASE, ACQUIT,
         AND DISCHARGE ALL ACTIONS, CAUSES OF ACTION, SUITS, DEBTS, DUES, SUMS
         OF MONEY, ACCOUNTS, COVENANTS, CONTRACTS, DAMAGES, CLAIMS AND DEMANDS
         WHATSOEVER, IN LAW OR IN EQUITY WHICH THEY EVER HAD, OR NOW HAVE
         AGAINST MORTGAGEE, AND THE RELEASED PARTIES RESULTING FROM, OR RELATING
         TO, OR IN ANY WAY ARISING OUT OF MORTGAGEE'S ADMINISTRATION OR HANDLING
         OF THE LOAN, THE LOAN DOCUMENTS, AND THIS AGREEMENT AND WHETHER DUE TO
         THE NEGLIGENCE, MALFEASANCE, MISFEASANCE, OR NONFEASANCE OF MORTGAGEE
         AND/OR THE RELEASED

                                       14
<PAGE>

         PARTIES IN CONNECTION WITH OR ARISING OUT OF OR IN ANY WAY RELATED TO
         THE BORROWER/LENDER RELATIONSHIPS EXISTING, AND HEREBY ACKNOWLEDGED TO
         EXIST, BETWEEN THE MORTGAGOR AND MORTGAGEE. IT IS UNDERSTOOD AND AGREED
         THAT THIS RELEASE IS NOT TO BE CONSTRUED AS AN ADMISSION OF LIABILITY
         ON THE PART OF MORTGAGEE OR THE RELEASED PARTIES

11.      This Agreement may be signed in any number of counterparts with the
         same effect as if the signatures thereto and hereto were upon the same
         instrument.

12.      This Agreement is solely for the benefit of the parties hereto and
         their permitted successors and assigns. No other person or entity shall
         have any rights under, or because of the existence of, this Agreement.

13.      If any term or provision of this Agreement or the application thereof
         to any party or circumstance shall be held to be invalid, illegal or
         unenforceable in any respect by a court of competent jurisdiction, the
         validity, legality and enforceability of the remaining terms and
         provisions of this Agreement shall not in any way be affected or
         impaired thereby, and the affected term or provision shall be modified
         to the minimum extent permitted by law so as to achieve most fully the
         intention of this Agreement.

14.      All of the provisions of the Notes and Mortgages shall remain in full
         force and effect except as herein specifically modified and this
         Agreement is made upon the express condition that the Mortgagor is
         vested with the fee simple title to the Premises covered by the
         Mortgages. And the said Mortgagor in consideration of the granting of
         this Modification further covenants and agrees to pay and comply with
         the terms and conditions of the Notes and Mortgages as herein modified,
         and nothing herein contained shall invalidate any of the security now
         held for the payment of said debts. This Agreement shall bind and
         insure to the benefit of the parties, their heirs, legal
         representatives, successors and assigns.

15.      This Modification Agreement is to be construed according to and
         governed by the laws of the State of Wisconsin. This is an amendment
         and not a novation. This Modification Agreement shall be recorded at
         the Register of Deeds office in each county where the Premises are
         located. Therefore, this Modification Agreement shall be executed in
         multiple duplicate originals, each of which shall be considered an
         original document.




                                       15
<PAGE>
         IN WITNESS WHEREOF, the Mortgagor and the Mortgagee have duly executed
and delivered this Modification Agreement as of the day and year first above
written.

NORTHLAND CRANBERRIES, INC.


By:  /s/ John Swendrowski
   ----------------------------
   John Swendrowski, President
   and CEO

Attest: /s/ Jeffrey J. Jones
       ------------------------
       Jeffrey J. Jones,
       Assistant Secretary
       print name and title


THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES



By: /s/ Eric R. Linge
   ----------------------------
   Eric R. Linge, Vice President


Attest: /s/ Beverly M. Sacks
       ------------------------
       Beverly M. Sacks,
       Assistant Secretary


STATE OF ILLINOIS    )
                     ) SS.
COUNTY OF COOK       )

         The foregoing instrument was acknowledged before me this 5th day of
November, 2001, by John Swendrowski and Jeffrey Jones who are the President and
Assistant Secretary, respectively of Northland Cranberries, Inc. on behalf of
that corporation.


                                                /s/ Karen S. Diana
                                                --------------------------------


                                                Notary Public, State of Illinois
                                                My Commission 5/27/03


<PAGE>
STATE OF MISSOURI       )
                        ) SS.
COUNTRY OF ST. LOUIS    )

         The foregoing instrument was acknowledged before me this 2nd day of
November, 2001, by Eric R. Linge and Beverly M. Sacks who are the vice president
and assistant secretary, respectively, of The Equitable Life Assurance Society
and the United States on behalf of that corporation.

                                                /s/ Barbara M. Eaton
                                                --------------------------------


                                                Notary Public, State of Missouri
                                                My commission expires: 5/28/04


THIS DOCUMENT DRAFTED BY AND AFTER
RECORDING SHOULD BE RETURNED TO:
Attorney Gregory E. Scallon
DeWitt Ross & Stevens s.c.
8000 Excelsior Drive, Suite 400
Madison, Wisconsin  53717