<SEQUENCE>6

<FILENAME>slp16845.txt

<DESCRIPTION>MODIFICATION AGREEMENT

<TEXT>

                             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:





                                       2

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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

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