AGRICULTURAL ASSET PURCHASE AGREEMENT

         THIS AGREEMENT is made and entered into as of this 28 ^th day of September, 2005, by and between NORTHLAND CRANBERRIES, INC., a Wisconsin corporation (“Seller”) and VILAS CRANBERRY, LLC, a Wisconsin limited liability company (“Buyer”).

WITNESSETH:

         WHEREAS , Seller is the owner of a certain cranberry marsh consisting of approximately 382 acres and certain associated property located in Vilas County, Wisconsin, Wisconsin (the “Marsh Property”);

         WHEREAS , Buyer desires to purchase, and Seller desires to sell, the Marsh Property, all on the terms and conditions set forth in this Agreement.

         NOW, THEREFORE , in consideration of the mutual promises of the parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, is agreed between the parties as follows:

ARTICLE I

PURCHASE AND SALE OF ASSETS

        Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined), Seller shall sell, convey, transfer and assign to Buyer, and Buyer shall purchase, acquire and accept, all of Seller’s right, title and interest in the following described assets of Seller, all of which together shall constitute the Property:

        A.     Seller’s real estate described on Schedule 1.A. , together with all buildings, improvements, dikes, dams, ditches and fixtures situated thereon and all rights and appurtenances thereto, including without limitation all mineral, timber, hunting, water and flowage rights of Seller related thereto, the same being acknowledged and agreed to constitute the Marsh Property;

        B.     Seller’s personal property used exclusively in connection with operation of the Marsh Property, which personal property is more particularly described on Schedule 1.B. , together with all cranberry vines, beds, bulkheads, irrigations systems and spares parts owned by Seller and located on the Marsh Property, the same being acknowledged and agreed to constitute the Personal Property;

        C.     All growing crops located on the Marsh Property;

        D.     All rights of Seller under the Multi-Peril Crop Insurance Policy related to the Marsh Property described on Schedule 1.D. (the “MPCI Policy”);

        E.     All rights in, to and under all contracts, agreements, declarations, or other arrangements relating in any manner to the Little Trout Lake Cooperative Water Association (the “Association”);

        F.     To the extent assignable, all rights in, to and under that certain Right of First Refusal by and between John E. McFarland & Sons, Inc. and Seller dated September 27, 1996 recorded August 11, 1997 in Volume 782, page 86, Document No. 329191, Vilas County Records (the “McFarland Right of First Refusal”); and

        G.     All rights in, to and under any Federal Cranberry Marketing Order (the “Order”) applicable to the Marsh Property.

        Except as otherwise set forth in this Article I, Seller shall not sell, convey, transfer or assign to Buyer, and Buyer shall not purchase, acquire or accept, any other property of Seller, including without limitation any cash, accounts receivable, inventories, corporate books and records, contracts, investments, computers, software, refunds and deposits. On the Closing Date, Buyer shall assume and agree to perform all of Seller’s liabilities arising from and after the Closing Date under (i) the MPCI Policy, including but not limited to the timely payment of any premiums due and payable after the Closing Date; (ii) the Permitted Liens (as defined herein); and (iii) all contracts, agreements, declarations, or other arrangements relating in any manner to the Trout Lake Water Cooperative Association (collectively the “Assumed Liabilities”). Except as expressly set forth in herein, Buyer is not assuming any liabilities of Seller and all such liabilities shall remain the sole responsibility of Seller.

ARTICLE II

TERMS OF PAYMENT

        The purchase price for the Property (the “Purchase Price”) shall be Four Million Eight Hundred Thousand Dollars ($4,800,000) and shall be paid by wire transfer in cash at the closing of this transaction, plus or minus, as the case may be, the net amount of any prorations determined as of the Closing Date in accordance with this Agreement.

ARTICLE III

CLOSING

        A.     The closing of this transaction shall occur on September 29, 2005, or such other date as the parties hereto may agree in writing (the “Closing Date”), and shall occur at the offices of Boles-Wallner Abstract & Title, Inc., 214 West Grand Avenue, Wisconsin Rapids, WI 54495.

        B.     Seller agrees to execute and deliver at closing a special warranty deed in customary form conveying the Marsh Property free and clear of all liens and encumbrances, excepting Permitted Liens. For purposes hereof, “Permitted Liens” shall mean (i) liens for taxes not yet due and payable; (ii) zoning, building codes and other land use laws and ordinances regulating the use or occupancy of the Marsh Property; (iii) easements, covenants, conditions, restrictions and other similar matters affecting title to the Marsh Property which do not or would not reasonably be expected to materially impair the use or occupancy of the Marsh Property for its current uses; (iv) liens and encumbrances set forth on the Schedule 3.B. , and (v) all matters which would be disclosed by an accurate survey of the Marsh Property which do not or would not reasonably be expected to materially impair the use or occupancy of the Marsh Property for its current uses.

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        C.     Seller further agrees to execute and deliver at closing a bill of sale assigning and conveying the Personal Property free and clear of all liens and encumbrances, excepting Permitted Liens applicable to the Personal Property.

        D.     Seller and Buyer agree that Buyer is purchasing only assets from Seller and that Buyer shall not be responsible for any of Seller’s business debts or liabilities nor for any wages or benefits to Seller’s employees.

        E.     All expenses associated with the Property, including, without limitation, expenses for electricity, gas, water, sewer, real property taxes, personal property taxes, security services, Association dues and fees, and such other items that are customarily prorated in transactions of this nature shall be ratably prorated between Buyer and the Seller as of the Closing Date.

        F.     Buyer and Seller shall each execute and deliver at closing a Crop Purchase Agreement in the form of Exhibit A hereto.

        G.     Buyer agrees to execute and deliver at closing an such undertakings and instruments of assumption as are reasonably sufficient in the opinion of Seller to evidence the assumption by Buyer of the Assumed Liabilities.

        H.     Buyer shall be reimburse Seller at the closing of this transaction for any premiums related to the MPCI Policy which have been paid by Seller prior to the Closing Date.

ARTICLE IV

PURCHASE PRICE ALLOCATION

        Buyer and Seller agree to allocate the Purchase Price among the various assets comprising the Property for all purposes, including financial accounting and tax purposes, in accordance with the allocation schedule attached hereto as Schedule 4.

ARTICLE V

TITLE DOCUMENTS

        Seller has furnished and delivered to Buyer for examination a commitment for an owner’s policy of title insurance, in an amount equal to the Purchase Price, written by a title insurance company licensed by the State of Wisconsin, showing title as called for by this Agreement. Any objections to the title must be raised by Buyer in writing prior to the closing of this transaction, following which Seller shall have three (3) days in which to elect in writing whether to cure such objections to Buyer’s reasonable satisfaction. In the event Seller does not elect to cure such objections or affirmatively elects not to cure the same, Buyer shall, within three (3) days after the earlier of (a) receipt of Seller’s written election not to cure such objections or (b) expiration of the period within which Seller is entitled to make the foregoing election (in either case, the “Seller’s Election Deadline”), have the option, exercisable by written notice to Seller, either to (x) terminate this Agreement, or (y) proceed to closing, taking title to the Property subject to the matters that Seller has elected not to cure. The foregoing election by Buyer must be delivered to Seller within three (3) days after Seller’s Election Deadline. The cost of the title insurance commitment and the title insurance policy issued with respect thereto, inclusive of full extended coverage (other than the survey exception), and inclusive of any endorsements issued with respect to title exceptions that do not constitute Permitted Liens, but exclusive of any other Buyer-requested endorsements, shall be split equally between the Seller and Buyer. Any transfer fees payable in connection with the conveyances contemplated by this Agreement shall be split equally between the Seller and Buyer.

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ARTICLE VI

BROKER’S FEE

        Neither Buyer nor Seller has employed or retained any broker or finder in connection with the transactions contemplated by this Agreement and has taken no action that would give rise to a valid claim against either party for a brokerage commission, finder’s fee or other like payment. Each party agrees to indemnify and hold harmless the other party against any loss, expense or liability for the payment of any such fees or commissions, claimed by or payable to any broker, finder, or similar agent on the basis of any arrangement or agreement made by or on behalf of the indemnifying party.

ARTICLE VII

COVENANTS AND REPRESENTATIONS OF SELLER

        A.     Seller agrees it will continue to maintain adequate fire and hazard insurance with customary coverage endorsements consistent with its historic practices on all buildings and improvements on the Marsh Property and on all Personal Property until the closing of this transaction.

        B.     Seller shall bear the risk of loss of any real or personal property subject to this Agreement occurring between the date hereof and the closing date unless caused by the negligence or intentional act or omission of Buyer or any of Buyer’s agents, employees, or contractors, and shall prompt y notify Buyer that such damage or destruction has occurred and the estimated extent thereof. In the event that any of the buildings, improvements, machinery and equipment shall be materially damaged or destroyed by fire or other casualty not caused by negligent or intentional act or omission of Buyer or any of Buyer’s agents, employees