AMENDMENT TO LOAN AGREEMENT CoBank, ACB

NONNEGOTIABLE NOTE OF

DAKOTA GROWERS PASTA COMPANY

CARRINGTON, NORTH DAKOTA

Note No. A637S01B

          For value received, the undersigned (Maker) promises to pay to CoBank, ACB (the “Bank”), at its office in Denver, Colorado, the sum of Nineteen Million and no/100 Dollars ($19,000,000.00) with interest on the unpaid balance at a variable rate of interest which may increase or decrease as the Bank may, from time to time, determine as provided in the Loan Agreement dated December 5, 2000, as the same may have been or may be amended from time to time, between the Maker and the Bank. The unpaid balance of this note, with accrued interest, and required equity purchases, may be paid at any time subject to a prepayment penalty, if any, in accordance with the terms of the Loan Agreement between the Bank and Maker.

          This note shall at all times evidence and constitute prima facie proof of the indebtedness of the Maker to the Bank or its successors or assigns, of such amount of money (not in excess of the amount of the principal indebtedness stated above plus accrued interest and required equity purchases) as shown to be owing by the records of the Bank, or its successors or assigns.

          In the event that suit is brought on this note, the Maker agrees to pay such reasonable attorneys' fees and costs of collection as permitted by law to be charged.

          The Maker hereby waives presentment for payment, demand, protest, notice of protest, and notice of dishonor and nonpayment of this note.

          If requested by the Bank, its successors or assigns, the Maker agrees to deliver in substitution for this note, a negotiable note for the amount of the unpaid balance of Maker's indebtedness, plus accrued interest and required equity purchases.