<SEQUENCE>3

<FILENAME>0003.txt

<DESCRIPTION>KEESA FOR ROBERT E. HAWK

<TEXT>





                KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT



          THIS AGREEMENT, made and entered into as of the 14th day of April,

2000, by and between NORTHLAND CRANBERRIES, INC., a Wisconsin corporation

("Company"), and Robert E. Hawk ("Executive").



                                   WITNESSETH:



          WHEREAS, the Executive is employed by the Company as its Executive

Vice President, and the Executive's services in such capacities are critical to

the continued successful conduct of the business of the Company; and



          WHEREAS, the Company recognizes that circumstances in which a change

in control of the Company occurs, through acquisition or otherwise, are highly

disruptive and will cause uncertainty about the Executive's future employment

with the Company without regard to the Executive's competence or past

contributions and that such uncertainty may materially adversely affect the

Company; and



          WHEREAS, the Company and the Executive are desirous that any proposal

for a change in control or acquisition of the Company will be considered by the

Executive objectively, with reference only to the best interests of the Company

and its shareholders and without undue regard for the Executive's personal

interests; and



          WHEREAS, the Executive will be in a better position to consider the

Company's and its shareholders' best interests if the Executive is afforded

reasonable security, as provided in this Agreement, against altered conditions

of employment which could result from any such change in control or acquisition.



          NOW, THEREFORE, in consideration of the foregoing and of the mutual

covenants and agreements hereinafter set forth, the parties hereto mutually

covenant and agree as follows:



          1. Definitions.



               (a) Act. For purposes of this Agreement, the term "Act" means the

Securities Exchange Act of 1934, as amended.



               (b) Affiliate and Associate. For purposes of this Agreement, the

terms "Affiliate" and "Associate" shall have the respective meanings ascribed to

such terms in Rule 12b-2 of the General Rules and Regulations of the Act.



               (c) Beneficial Owner. For purposes of this Agreement, a Person

shall be deemed to be the "Beneficial Owner" of any securities:



<PAGE>



                    (i) which such Person or any of such Person's Affiliates or

     Associates has the right to acquire (whether such right is exercisable

     immediately or only after the passage of time) pursuant to any agreement,

     arrangement or understanding, or upon the exercise of conversion rights,

     exchange rights, rights, warrants or options, or otherwise; provided,

     however, that a Person shall not be deemed the Beneficial Owner of, or to

     beneficially own, securities tendered pursuant to a tender or exchange

     offer made by or on behalf of such Person or any of such Person's

     Affiliates or Associates until such tendered securities are accepted for

     purchase.



                    (ii) which such Person or any of such Person's Affiliates or

     Associates, directly or indirectly, has the right to vote or dispose of or

     has "beneficial ownership" of (as determined pursuant to Rule 13d-3 of the

     General Rules and Regulations under the Act), including pursuant to any

     agreement, arrangement or understanding; provided, however, that a Person

     shall not be deemed the Beneficial Owner of, or to beneficially own, any

     security under this subparagraph (ii) as a result of an agreement,

     arrangement or understanding to vote such security if the agreement,

     arrangement or understanding: (A) arises solely from a revocable proxy or

     consent given to such Person in response to a public proxy or consent

     solicitation made pursuant to, and in accordance with, the applicable rules

     and regulations under the Act and (B) is not also then reportable on a

     Schedule 13D under the Act (or any comparable or successor report); or



                    (iii) which are beneficially owned, directly or indirectly,

     by any other Person with which such Person or any of such Person's

     Affiliates or Associates has any agreement, arrangement or understanding

     for the purpose of acquiring, holding, voting (except pursuant to a

     revocable proxy as described in Subsection 1(c)(ii) above) or disposing of

     any voting securities of the Company.



               (d) Cause. "Cause" for termination by the Company of the

Executive's employment after a Change in Control of the Company, for purposes of

this Agreement, shall mean the following and only the following: the Executive's

final and nonappealable conviction of, and sentencing for, a felony offense for

a crime involving an act by the Executive of conduct on behalf of the Company

that results in the Executive being physically imprisoned in a federal or state

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