IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                         IN AND FOR NEW CASTLE COUNTY

A.R. DEMARCO ENTERPRISES,                    >
INC., Individually and Derivatively          >
on behalf of Ocean Spray Cranberries, Inc., )
                                             1
                                 Plaintiff, )
                                             1
                   V.                        >             C.A. No.  19133-NC
                                             >
OCEAN SPRAY CRANBERRIES, INC.,               )
SHERWOOD J. JOHNSON, H. ROBERT               )
HAWTHORNE, DOUGLAS R. BEATON,  )
BENJAMIN A.  GILMORE,  II, RAY E.            )
HABELMAN, JEROME J.  JENKO,                  )
STEPHEN V. LEE, III, RALPH A. MAY, )
WILLIAM G. PIETERSEN, FRANCIS J.             )
PODVIN,  MARTIN B. POTTER, and RAY )
E. SMITH, JR.,                               >1
                                 Defendants. )

                            MEMORANDUM OPINION

                             Submitted: October  3,2002
                             Decided: November  26,2002

Daniel V. Folt and Gary W.  Lipkin, of COZEN OCONNOR, Wilmington,
Delaware; OF COUNSEL: H. Robert Fiebach, David M.  Doret, and Kristine
Maciolek, of COZEN O'CONNOR, Philadelphia, Pennsylvania, Attorneys for
Plaintiff.

Jesse A. Finkelstein, Catherine G. Dear-love and J. Travis Laster, of RICHARDS,
LAYTON  & FINGER, P.A., Wilmington, Delaware, Attorneys for Defendants.



CHANDLER, Chancellor


      The crux of this action is a dispute over the strategic vision of Ocean

Spray, Inc. Plaintiff believes that selling or merging all or part of the

company would best serve the interests of the shareholders. Defendants

believe they can continue to operate Ocean Spray as an independent entity

                                                                               ORIGINAL
              IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE,_.                                 
                             IN AND FOR NEW CASTLE COUNTY I' !                                  (.
                                                                                        :, :    : ,7
                                                                                        - .(
A.R. DEMARCO ENTERPRISES, INC.,
Individually and Derivatively on behalf of
Ocean Spray Cranberries, Inc.
                                        Plaintiff,
        V.

OCEAN SPRAY CRANBERRIES, INC.,
SHERWOOD J. JOHNSON, H. ROBERT                                       Civil  Action No. 1  9  (  disc
HAWTHORNE, DOUGLAS R. BEATON,
BENJAMIN A. GILMORE, II, RAY E.
HABELMAN, JEROME J. JENKO, STEPHEN V. :
LEE, III, RALPH A. MAY, WILLIAM G.
PIETERSEN, FRANCIS J. PODVIN, MARTIN B. :
POTTER, and RAY E. SMITH, JR.

                                        D e f e n d a n t s .   :

                       INDIVIDUAL AND DERIVATIVE COMPLAINT

                 Plaintiff A.R. DeMarco Enterprises, Inc. ("DeMarco"), individually and

derivatively on behalf of nominal defendant Ocean Spray Cranberries, Inc. ("Ocean Spray" or

the "Company"), alleges on personal knowledge as to its own actions and on information and

belief as to the actions of all others, as follows:

                                    NATURE OF THE ACTION

                 1. This is a direct and shareholder derivative action brought on behalf of

DeMarco and Ocean Spray. It has been brought both derivatively on behalf of Ocean Spray and

individually on behalf of DeMarco against Ocean Spray and eleven (11) individual members of

Ocean Spray's Board of Directors (the "Individual Defendants").

                 2. As more fully described below, the actions of the Individual Defendants

complained of herein lack any legitimate corporate or business purpose and instead were and are

designed for the dual purposes of entrenching themselves as officers and directors of Ocean

Spray, so as to ensure absolute control over all the business and affairs of Ocean Spray while