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                      CERTAIN MATERIALS HAVE BEEN OMITTED AND 
                 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED THEREFOR

Exhibit 10.10

                                 INDENTURE OF LEASE

     THIS INDENTURE OF LEASE, entered into, in duplicate, this 1st day of 
May, 1997, by and between RLN LEASING, INC., (hereafter collectively called 
"Landlord"), and DAKOTA GROWERS PASTA COMPANY, INC. a corporation organized 
under the laws of the State of North Dakota with principal offices at One 
Pasta Avenue, Carrington, North Dakota, 58421 (hereafter "Tenant"); 
WITNESSETH;

     It is covenanted and agreed that in addition to the below listed 
covenants, that this lease replaces and supersedes the lease between the above
listed parties dated October 12, 1995.

     1.     PREMISES. Landlord, for and in consideration of the rents 
hereafter reserved and of the covenants and agreements of Tenant hereafter 
contained, has demised and leased and by these presents does demise and lease 
unto Tenant for the term hereafter set forth, 137,580 sq. ft. of warehouse 
space located at 4001 32nd Street North, Fargo, North Dakota. In addition to 
the aforementioned square footage of warehouse area, this lease is also to 
include the office portion, both upper and lower floors approximately 4,600 
in square footage. The total square footage of the building shall be 281,580 
sq. ft., and the Tenant's location is shown in Exhibit A and described on 
Exhibit C. The build-out of the Tenant's space shall be shown on this 
agreement as Exhibit B.

     2.     (A) ORIGINAL TERM. Tenant shall have and hold the demised 
premises described in Exhibit A hereof together with all the improvements 
thereon and all rights, privileges, easements and appurtenances thereunto 
attached and belonging, for and during the original term of five (5) years 
(as hereafter defined) commencing upon the date as hereafter provided.

            (B) OPTIONS TO EXTEND. Tenant shall have the right and privilege 
at its election to extend the original term of the lease for one successive 
additional two year period. The option period shall automatically commence 
unless Tenant provides Landlord with written notice of its election not to 
extend not less than 90 days prior to the expiration of the original term. 
All such extensions shall be upon all the terms, covenants and agreements 
contained in this Indenture of Lease. Additional extensions beyond the option 
period shall be permitted only upon the express written agreement of the 
parties hereto.

     3.     LEASE YEAR. The parties agree hereto that the term "lease year" 
shall refer to the year commencing on the 1st day of May, 1997, and shall end 
on the 30th day of April, 2002. The term "rent commencement date" as used 
herein, shall be the first day of the lease year.

     4.     (A) ORIGINAL TERM. Tenant covenants commencing on the rent 
commencement date to pay Landlord at such place as may be designated in 
writing from Landlord to Tenant from time to time and annual rent for the 
initial term of this lease, [*****], INCLUDES OFFICE @ $[****] per month, in 
twelve equal installments of $[****], each installment payable in advance on 
or before the commencement date of this lease and on or before the monthly 
anniversary of said commencement date, subject to the adjustment provisions 
hereafter set out. Until further notice, the rent shall be payable to:

             RLN LEASING, INC.
             2719 40th Avenue North
             Fargo, North Dakota 58102


[* - Confidential Treatment Requested]


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            (B) RENT FOR THE OPTIONAL TERM. The annual rental for the option 
period may be the same as the original term. However, Landlord reserves the 
right to make modifications to the rent for increases in real estate taxes 
and special assessments, interest rates, and energy costs, Insurance costs. 
(Set a base period, verses the 1997)

            (C) REAL ESTATE TAXES. Landlord shall pay each year the full 
amount of the real estate taxes and special levies and assessments (including 
area assessments) levied during the term of this lease or the extension 
thereof and assessed against and attributable to the demise premises.

            (D) INSURANCE. Landlord shall procure and maintain during the 
term of this lease, a policy or policies of insurance, insuring Landlord, any 
mortgagee, and Tenant, as their interest may appear, against fire and 
expended coverage risks covering demised premises, which coverage shall be 
for the full insurable replacement value thereof doing the term of this 
lease. Such insurable shall not be subject to cancellation except after 30 
days prior written notice to Landlord, Tenant and any mortgagee.

     Tenant shall self-insure or procure and maintain during the term of this 
Lease, at its own cost and expense a policy or policies of insurance, 
insuring Landlord, and mortgagee, and Tenant, as their interest may appear, 
against fire and extended coverage risks covering the Tenant's personal 
property at the demised premises, which coverage shall be for the full 
replacement value of thereof doing the term of this lease. Such insurance 
shall not be subject to cancellation, except after 30 days prior written 
notice to Landlord, Tenant and any mortgagee. For policies of insurance to be 
provided by Tenant, notice of renewal of such policies, or certificates in 
lieu thereof, shall be deposited with Landlord not less than 10 days prior to 
the expiration of the term of such coverage. Any reasonable counsel fees, 
charges or costs involved in collecting the proceeds of casualty insurance 
policies provided by the Tenant shall be borne by Tenant, and Tenant shall 
have the obligation to proceed with the collection of said proceeds to the 
full replacement value of such damages, including suit, if necessary.

     5.     USE OF DEMISED PREMISES. Tenant may use the demised premises for 
the storage of pasta and pasta related products and any other related food 
items, the storage of equipment, and such other uses are consistent with 
operating a commercial food warehouse.

     6.     CARE OF PREMISES. Tenant covenants and agrees that it will not 
use or occupy said demised premises or any part thereof for the term of this 
lease or any extension thereof in such hazardous manner that any building or 
improvement thereon of which said demised premises are a part will not be 
insurable by the responsible insurance companies against loss or damage by 
fire, extended coverage and broad form perils for the fair insurable value 
thereof. Tenant further agrees that upon the expiration or termination of 
this lease or any extension thereof in any manner, it will surrender 
immediate possession of said demised premises to Landlord in good condition, 
loss by fire not caused by Tenant, tornado, act of God, or other unavoidable 
casualty and ordinary wear excepted, and that it will deliver the keys to 
said premises at the place where the rent reserved herein is payable.

     7.     HAZARDOUS MATERIALS.

            (A) DEFINITIONS: As used in this paragraph, the following terms 
shall mean:

                1. "Hazardous Materials" shall mean (a) asbestos in any form; 
(b) urea formaldehyde foam insulation; (c) transformers of other equipment 
which contain dielectric fluid containing levels or polychlorinated biphenyls 
in excess of 50 parts per million; or (d) any other chemical, material or 
substance which is (i) present in amounts in excess of what is permitted or 
deemed safe

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under Applicable Law, or (ii) handled, stored or otherwise used in any way 
which is prohibited or deemed safe under Applicable Law.

                2. "Applicable Law" shall mean any law, rule order, 
ordinance, or regulation of any federal, state, county, regional, local, or 
other governmental authority.

          (B) RESTRICTIONS. Tenant, from the date of this lease, shall not 
install, store (including without limitation, storage in underground tanks), 
use, treat, transport, or dispose (or knowingly permit or acquiesce in the 
installation, storage, use treatment, transportation or disposal by Tenant, 
its agents, employees, independent contractors or tenants) on the Leased 
Premises any Hazardous Materials. In the event of any subsequent 
installation, storage, use, treatment, presence, transportation or disposal 
of any hazardous materials by Tenant, or any employees, agents, contractors 
or third parties, whether or not known by Tenant, Tenant shall remove any 
Hazardous Materials and otherwise comply with Applicable Law, all at the 
expense of Tenant. Tenant, for acts done by Tenant from the date of this 
lease shall indemnify Landlord and hold Landlord harmless from and against 
all loss, damage, and expenses (including, without limitation, reasonable 
attorney's fees and costs incurred in the investigation, defense, and 
settlement of claims) that Landlord may incur as a result of or in connection 
with the assertion against Landlord or the demised premises of any claim 
relating directly or indirectly, in whole or in part, to the presence or  
removal of any Hazardous Materials, or relating to any activity on or off 
demised premises carried by Tenant or any of its employees, agents, 
contractors, or third parties, if such activity involved Hazardous Materials, 
in whole or in part, directly or indirectly, or noncompliance with any 
Applicable Law which relate to acts of Tenant after the date of this Lease. 
Tenant's obligations and liabilities under this paragraph shall continue so 
long as Landlord remains responsible for any spills, emissions, or discharges 
of hazardous substances or wastes at or from the demised premises that occur 
during the term of this paragraph shall be restrainable by injunction.

     8.     REPAIRS AND MAINTENANCE.

            (A) TENANT'S REPAIRS. Tenant shall throughout the term of this 
lease and any extension thereof at its own cost and expense provide the 
maintenance and ordinary repair to the interior of the demised premises, 
including door and windows and plumbing fixtures, except for structural 
defects and repairs which shall be the responsibility and expense of 
Landlord. Tenant shall also be responsible for annual maintenance to the 
heating and air conditioning system. Tenant shall replace any broken glass 
with glass of like kind. Tenant shall also be responsible for repairs to and 
shall respond to any calls regarding their alarm system and shall be 
responsible for any service work or monthly charges for the alarm system.

            (B) LANDLORD'S REPAIRS. Landlord shall be responsible for the 
structural maintenance and repair of the roof, foundation and exterior walls 
of demised premises and for any and all structural parts of demised premises. 
In addition, Landlord shall maintain, repair and replace all utilities, 
conduits, fixtures, facilities and equipment to the outside walls or sulfurs 
of the building situated on the demised premises.

      Landlord further agrees to maintain and repair the parking lot, 
sidewalks and service drives in and about the premises, if any, including 
landscaping, snow removal, cleaning and drainage, as appropriate.

     9.     ALTERATIONS. Tenant shall not make any alterations in or 
additions to the interior or exterior of the demised premises nor make any 
contract therefor without first securing Landlord's written consent which 
will not be unreasonably withheld and delivering to Landlord the Plans and 
Specifications and furnishing indemnification against all liens, costs 
damages and expenses, as may by reasonably required by Landlord. All 
alterations, additions, improvements and fixtures other than Tenant's trade 
fixtures which may be made

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or installed by either Landlord or Tenant on the demised premises as a part 
thereof without disturbance, molestation or injury at the termination of the 
term of the lease, whether be lapse of time or otherwise, all without 
compensation or credit to Tenant.

     10.    ASSIGNMENT AND SUBLEASE. Tenant may not assign this lease or 
sublease any of the demised premises without the prior written consent of 
Landlord, which shall not be unreasonably denied. No such assignment or 
subletting shall release the Tenant from the full payment and performance of 
each and every covenant, agreement and obligation herein contained on 
Tenant's part to by performed.

     11.    TRADE FIXTURES. Trade fixtures, equipment, furniture and 
furnishings, except floor covering, that may have been or may be installed by 
Tenant in demised premises shall not become a part thereof, whether affixed or 
annexed or not, but Tenant shall, at its own costs and expense, repair any 
and all damage to demised premises resulting from or cause by the removal 
thereof from the demised premises. Any floor coverings shall be considered to 
be a part of the premises and shall not be removed except in the case of 
replacement by equivalent or better floor covering acceptable to Landlord.

     12.    ADDITIONAL INSURANCE.

            (A) Tenant shall self-insure or procure and maintain at its own 
expense, such insurance may by necessary to indemnify Landlord as to claims 
which might be asserted against the demised premises or the owners thereof by 
reason of the Tenant's use thereof, all as hereafter provided.

            (B) Tenant shall self-insure or procure and pay for public 
liability insurance in responsible companies in an amount not less that 
$1,000,000.00 to any one person or $1,000,000.00 on any one accident and 
$300,000.00  property damage insurance. For policies of insurance procured by 
Tenant from third parties, the original policy or policies or certificates in 
lieu thereof shall be furnished by Tenant to Landlord bearing a notation 
evidencing the payment of premiums or accompanied by other evidences of 
payment of the premiums satisfactory to Landlord.

            (C) Not less than ten days prior to the expiration of any such 
policy or policies procured from third parties, evidence of the renewal of 
such policy or policies, or a new certificate, together with evidence of the 
payment or premiums for the renewal period or new policy, as the case may be, 
shall be delivered to the Landlord. All such insurance shall contain an 
agreement by the insurance company that the policy or policies will not be 
canceled, or the coverage changed without ten day's written notice to 
Landlord.

            (D) Tenant, its successors and assigns, shall carry Worker's 
Compensation Insurance as may be required to cover liability to employees as 
imposed by the statutes of any state of municipality or by reason of any 
federal regulation.

            (E) Should any intoxicating beverages at any time be sold or 
served upon the premises, Tenant shall carry dram shop insurance to the 
extent of the maximum statutory liability.

            (F) Any policies and certificates of insurance from third party 
insurers shall also designate as insured, Landlord, Landlord's mortgagee, and 
Tenant, as their interests may appear.

     13.    UTILITIES. Landlord agrees to pay the tenants utilities associated 
with the leasing of the facility and as provided here within including 
electricity for normal warehouse lighting rated at 10 candle power per square 
foot, provided, however, Landlord's responsibility to pay for Tenant's 
electricity usage is limited to 96,096 kilowatt hours of electrical usage 
during any "lease term" as provided free of charge by Landlord, Landlord 
will, on a

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monthly basis, furnish during the remainder of the "lease term," Tenant 
within ten (10) days of Landlord's receipt of the electrical bill a separate 
billing for kilowatt hours in excess of 96,096 kilowatt hours per lease term 
representing Tenant's electrical costs not paid by the Landlord pursuant this 
section. Tenant shall have ten (10) days after Landlord's date of billing to 
pay such utilities directly to the Landlord. Tenant's failure to do so will 
constitute additional rent which shall become due and payable immediately and 
the Tenant's failure to pay the same shall be considered a default of this 
lease. "Lease term" shall be 365 day intervals commencing upon the acceptance 
of the facility as provided in Article 3 and for 365 days thereafter. 
Subsequent "lease terms" shall be 365 days thereafter. Tenant shall also be 
responsible for water, sewer and garbage charges.

     Tenant shall pay and discharge as the same become due, all charges for 
telephone and telephone services which shall, during the term of this lease, 
be levied, assessed, charged or imposed upon or against the demised premises. 
Tenant shall also be responsible for any telephone charges and maintenance in 
connection with the alarm system.

     14.     INSPECTION BY LANDLORD. Landlord or their agents may have free 
access to said premises at all reasonable times and under reasonable 
restrictions for the purpose of examining the same or of inspecting the use 
by Tenant of the same or to see if the terms of this lease or extension 
thereof are being observed by Tenant, and the Landlord at any time within 90 
days before the expiration or sooner termination of the term of this lease or 
any extension thereof, may enter upon said premises and affix to the exterior 
o the same the ordinary and usual sign or signs for the sale or reletting of 
said premises; and Tenant will not remove said sign or signs and will permit 
all persons having written authority therefor from landlord to view said 
premises at all reasonable hours.

     15.     FIRE OR OTHER CASUALTY. If during the term of this lease, the 
demised premises should be damaged or destroyed by reason of fire, casualty 
or any other cause so as to be rendered wholly or partially untenable, the 
Landlord shall promptly repair, rebuild and restore the demised premises to 
the condition it was in preceding the fire or other casualty or other cause, 
such as repairing, rebuilding and restoration to be subject to and in 
conformance with all municipal and other governmental regulations, ordinances, 
laws, rules, permits and requirements existing at the time of such 
repairing, rebuilding and restoration. Landlord shall complete the repairs 
and restoration, the rent payable by Tenant shall be abated in proportion to 
the extent Tenant shall be reasonably unable to conduct its business from the 
demise premises. If the building shall by reason of such fire or other 
casualty be damaged in excess of 50% of its replacement value, Landlord shall 
have the option of terminating this lease by delivering written notice 
thereof to Tenant within 60 days from such fire or other casualty, and this 
lease and terms hereof shall thereupon terminate.

     16.     EMINENT DOMAIN. If any part of demised premises or the parking 
lot and entrances to the street of highway and to demised premises shall be 
taken for any public or quasi-public use under any statute or by right of 
eminent domain or private purchase in lieu thereof to the extent that Tenant 
can no longer use the Premises for the purposes for which it is presently 
intended, then when possession shall be taken thereunder of the premises or 
any part thereof, the term herein demised and all rights of Tenant shall 
determine that it can continue using the demised premises for the purposes 
for which it is presently intended, then this lease shall continue, but there 
shall be a reduction in the annual rental payable hereunder commensurate with 
the reduction in space and usability of remaining space available to Tenant. 
Such reduction shall be agreed upon by the parties hereto in writing within 
15 days or as hereafter set out. As soon as Tenant has determined that it 
desires to retain remainder of the premises, it shall so notify Landlord in 
writing and the parties hereto shall attempt to agree as to the reduction in 
rent. Should such agreement not be consummated within 15 days of said notice, 
either party may

<PAGE>

then notify the other that it desires the determination of the renewal rental 
to be determined by arbitration and at that time shall give notice to the 
other party of the arbitrator that it has chosen. The other party shall then 
notify the original party within seven days of said notification of the 
selection of an arbitrator to represent that party. The two arbitrators shall 
then view the property and the rental and attempt to agree as to a fair 
rental. If they are unable to agree within ten(10) days of the appointment of 
the second arbitrator, said arbitrators shall select a third arbitrator 
within five(5) days thereafter and decision of the majority of the 
arbitrators shall control. The above time may be lengthened or shortened by 
mutual agreement. The decision of the arbitrators as to the rental, and, if 
there is a dispute as to whether the remained of the property can be used for 
the original intended use, the decision of the arbitrators in regard to said 
factors shall be controlling.

     If a party of the premises shall be so taken so as to terminate the 
rights of Tenant, or in the event Landlord elects to make a voluntary 
conveyance in lieu of such proceedings to some public authority with power to 
take under its right of eminent domain, Tenant shall be notified in writing 
within 10 days after the institution of such proceedings by the service of 
summons or writ upon Landlord or within 10 days after the election of 
Landlord to so convey and Tenant shall have reasonable time to vacate. All 
rights under such eminent domain procedure shall insure to the benefit of 
Landlord; provided Tenant shall have the right to make a separate and 
independent claim for any property taken, or damages sustained, by reason of 
eminent domain proceedings against itself not provided for hereunder.

     17.     DEFAULT. It is further covenanted and agreed that during the 
term of this lease or any extension thereof, that the Landlord shall have the 
right to declare a default and termination of the lease and recover the 
immediate possession of the leased premises if:

             1.  The Tenant shall timely fail to pay rent as required by 
Article 4 of this agreement;

             2.  The Tenant shall neglect to timely perform or timely observe 
any of the covenants and conditions as contained in this lease;

             3.  The Tenant shall fail to pay any utility fee or any 
obligation other than rent as required by this lease agreement;

             4.  The Tenant shall make an assignment for the benefit of 
creditors;

             5.  The Tenant shall be adjudicated a bankrupt or a petition is 
filed for the extension of time of payment, composition, adjustment, 
modification, settlement, or satisfaction of the liabilities of Tenant or to 
which any property of Tenant be subject or the involuntary reorganization 
(other than a reorganization not involving the liabilities of the Tenant) or 
the involuntary liquidation of Tenant;

             6.  A receiver by appointed for the property of Tenant by reason 
of the insolvency or alleged insolvency of Tenant, and such receiver be not 
discharged within 90 days thereafter; and

             7.  Tenant shall abandon or vacate the premises.

             A.  If the Tenant fails to timely tender rent, the Landlord may 
elect to terminate this lease by providing notice to Tenant of Landlord's 
intention to terminate this lease. Notice of intention to terminate this 
lease commences to run upon the Landlord's placing the notice in the mail or 
personally serving the Tenant, or affixing the notice to the leased premises. 
Upon service of the notice of termination, the Tenant shall have five (5) 
days to reinstate the lease. The Tenant must actually tender to the Landlord 
within the five days all rents in default. If the Tenant fails to timely cure

<PAGE>

the rental payments in default in the manner provided here within, the 
termination of this lease will be effective, without further notice, without 
the necessity of any legal suit or action, upon the expiration of the five 
day period of time Tenant is allowed to reinstate this lease and to timely 
cure all defaults.

             B.  In the event of the occurrence of a default other than the 
Tenant's failure to timely tender rent to the Landlord, at its option, may 
elect to terminate this lease by providing notice to Tenant of Landlord's 
intention to terminate this lease. Notice of the intention to terminate this 
lease shall commence and run upon service and service may be accomplished by 
Landlord mailing the notice to Tenant's address listed here within or 
personally serving Tenant, or affixing the notice upon the leased premises. 
Upon service of the notice of termination, Tenant shall have thirty(30) days 
to reinstate the lease by curing all defaults (defaults other than the 
failure to timely tender the rent to Landlord) within 30 days of the date of 
the notice of termination.

             C.  Unless Tenant reinstates the lease in the time and in the 
manner provided here within by providing Landlord with documented proof that 
all non-rental payment defaults have been cured, termination of this lease 
will be effective, without further notice and without the necessity of any 
legal suit or action, on the expiration of the 30 day period of time the Tenant
is allowed to reinstate the lease.

             D.  Upon the termination of the Lease as provided for here 
within, Tenant will then quit and surrender the demised premises to Landlord, 
and Tenant shall remain liable as hereafter provided. In any such event, 
Landlord, at its option, immediately or any time thereafter, enter upon said 
premises with or without process of law, and take possession thereof together 
with any and all buildings and improvements which may have been erected 
thereon, Tenant waiving any demand for the possession thereof. Landlord will 
make its best efforts to relet the demised premises or any part thereof, 
applying the same first to the payment of such expenses that Landlord may 
have incurred in recovering possession of the premises and putting the same 
in good order and condition, and all other such expenses, commission and 
charges incurred by Landlord in or about reletting the premises, and then to 
the fulfillment of the covenants of Tenant hereunder. Any such reletting may 
be for the remainder of the original term, or any extended term (if 
previously extended by Tenant) or for a longer period or shorter period. 
Landlord shall be entitled, notwithstanding any other provisions of this 
lease, to the extent permitted by law, the amount of damages which Landlord 
sustains by reason of Tenant's default, including the right to recover the 
difference between the total rent, taxes and charges which Landlord is able 
to obtain in a new lease for the balance of the term and the then present 
value of the remaining rent to be paid hereunder until the end of the term of 
the lease.

     18.     MORTGAGE SUBORDINATION. Tenant agrees that upon the request of 
Landlord in writing it will subordinate this lease and Tenant's rights and 
interest hereunder to the lien of any future first mortgage placed on any 
part of the real estate of which the demised premises are a part, 
irrespective of the time of execution or time of recording of any such 
mortgage or mortgages, provided that the holder of any mortgage shall enter 
into an agreement with Tenant, in recordable form, that in the event of 
foreclosure or other right asserted under the mortgage by the holder or any 
assignee thereof, this lease and the rights of Tenant and obligations of 
Landlord (which must be assumed by the holder) hereunder shall continue in 
full force and effect and shall not be terminated, amended, modified, or 
disturbed except on accordance with the provisions of this lease.

     Tenant agrees that if requested by the holder of any such mortgage, it 
will be a party to said agreement and will agree in substance that if the 
mortgage or any person claiming under the mortgage shall succeed to the 
interest of Landlord in this lease, it will recognize said mortgagee or 
person as its Landlord under the terms of this lease. Tenant agrees that it 
will, upon request of Landlord,

<PAGE>

execute, acknowledge, and deliver any and all instruments necessary or 
desirable to give effect to or notice of such subordination. The word 
"mortgage" as used herein includes mortgages, deeds of trust, or other 
similar instruments and modifications, consolidations, extensions, renewals, 
replacements, and substitutes thereof.

     19.     SALE OF LANDLORD'S INTEREST. Landlord shall be entitled to 
convey and otherwise dispose of the demised premises and Landlord's interest 
thereunder at any time, and thereafter, shall not be subject to any of the 
obligations of Landlord under this lease. However, nothing in this paragraph 
is to be construed in such a manner as to release, extinguish or alter the 
rights or the obligations of the successors) to the Landlord's interest 
hereunder should a sale be consummated.

     Landlord shall be entitled to exhibit the demises during the normal 
business hours without disturbing the operation of Tenant's business for the 
purpose of selling the premises or Landlord's interest under this lease.

     20.     WAIVER OF SUBROGATION. Each of Landlord and Tenant hereby 
releases the other to the extent of its insurance coverage from any all 
liability for any loss or damage caused by fires or any of the extended 
coverage casualties, even if such fire or other casualty shall be brought 
about by the fault or negligence of the party, or any persons claiming under 
it.

     21.     REMEDIES.

             (A) It is mutually covenanted and agreed that this lease is made 
upon the express condition that this Tenant shall always keep and perform all 
its covenants and agreements hereunder and make all payments of money herein 
stipulated to be made, promptly and at the time and in the manner stipulated 
and limited for such performance and payment, and that accordingly the time 
so limited for such payments and the performance of such covenants and 
agreements are, and shall be deemed to be, of the essence of this lease.

             (B) No remedy herein or otherwise conferred upon, or reserved 
to, Landlord or Tenant shall be considered exclusive of any other remedy 
given hereunder, or now or hereafter existing at law or in equity or by 
statute: and every power and remedy given by this Indenture of Lease to 
Landlord or Tenant may be exercised from time to time and as often as 
occasion may arise or as may be deemed expedient. No delay or omission of 
Landlord or Tenant to exercise any right of power arising from any default 
shall impair any such right or power, or shall be construed to be a waiver of 
any such default, or an acquiescence therein.

            (C) No waiver of any breach of any of the covenants of this lease 
shall be construed, taken or held to be a waiver of any other breach, or 
waiver of, acquiescence in, or consent to, any further or succeeding breach 
of the same covenants.

     22.    NOTICES. In the event notice is to be given by either party to 
the other, it is agreed that such notice may be given at any time by an 
instrument in writing delivered personally or dispatched by registered or 
certified mail to the following address:

            LANDLORD:    RLN LEASING, INC.
                         2719 40th Avenue North
                         Fargo, North Dakota 58102

            TENANT:      DAKOTA GROWERS PASTA COMPANY, INC.
                         c/o President, General Manager
                         One Pasta Avenue
                         Carrington, North Dakota 58421

or as either party otherwise direct in writing to the other party from time 
to 

<PAGE>

time.

     All notices shall be deemed delivered when delivered personally or two 
days following deposit in the United States mail in the Continental United 
States with first class postage and registered or certified fees prepaid 
except in the event of mail strike, in which event proof of actual delivery 
shall be required.

     23.    BINDING COVENANTS. It is mutually covenanted and agreed by and 
between the partied hereto that the covenants in this lease contained shall 
be covenants running with the land and that each of the covenants, 
agreements, conditions and provisions of the lease shall wherever applicable 
extend to and bind or inure to the benefit of (as the case may be) not only 
the parties hereto and each of the,. but also their respective successors 
and assigns and wherever in this lease reference is made to any of the 
parties hereto or to Landlord or to Tenant, it shall be held to include and 
apply wherever and whenever applicable also the successors and assigns of 
such parties the same as is in each case and every case so expressed.

     24.    REGULATIONS. Tenant, in the performance of its covenants and  
obligations, under the terms of the Indenture of Lease, shall comply with all 
governmental ordinances, laws, rules, regulations and permits pertaining to 
the operation of its business at the demised premises.

     Landlord, in the performance of its covenants and obligations, under the 
terms of this Indenture of Lease, shall comply with all governmental 
ordinances, laws, rules, regulations and permits, pertaining to the buildings 
and other improvements or repairs to the same required to be made by Landlord 
in order to comply therewith.

     25.    INTERPRETATION. In the event any clause, paragraph or provision 
of this lease should be found to be invalid by reason of any statute, law or 
judicial decision, then the remainder of the lease shall nevertheless remain 
in full force and effect, the same as if such paragraph or provision had been 
deleted therefrom.

     In the use of pronouns the singular shall include the plural, and the 
use of any gender shall include all genders.

     26.    LATE PAYMENTS, ATTORNEY'S FEES AND COSTS. In the event of any 
legal action or proceeding brought by either party hereto against the other 
arising out of this lease, the prevailing party shall be entitled to recover 
its reasonable attorney's fees incurred in such legal action or proceeding,
and such attorney's fees shall be included in any judgment rendered.

     27.    QUIET POSSESSION. Landlord agrees that when possession of the 
demised premises shall be delivered to Tenant, the leasehold interest of 
Tenant will be free and clear of all tenancies, occupancies, restrictions, 
violations, liens and encumbrances. Landlord further covenants and represents 
that Tenant, upon paying the rents reserved herein, and keeping, performing, 
observing and fulfilling the covenants and agreements in this lease contained 
on the part of Tenant, upon paying the rents reserved herein, and keeping, 
performing, observing and fulfilling the covenants and agreements in this 
lease contained on the part of Tenant to be kept, performed, observed and 
fulfilled, shall and may peaceably and quietly possess, have, hold and enjoy 
the demised premises and all rights, including ingress and egress, easements, 
appurtenances and privileges thereunto belonging or in any way appertaining 
during the full term hereby granted and any extensions thereof, without any 
interruption or disturbance whatever by Landlord or by anyone claiming by, 
through, under or against Landlord.

<PAGE>

     IN WITNESS WHEREOF, Landlord and Tenant have executed this lease as of 
the day and year first above written.

LANDLORD:                         TENANT:
RLN LEASING, INC.                 DAKOTA GROWERS PASTA
                                  COMPANY, INC.
By: /s/ Robert Nelson             By: /s/ Tim Dodd
    -----------------                 ------------

Its: President                    Its: President
Dated: 5/1/97                     Dated: 5/1/97

<PAGE>

EXHIBIT C

Location:          4001 32nd Street North, Fargo, North Dakota
Size:              270' E/W by 160' N/S = 43,200 SF, plus 450' E/W by 200' N/S=
                   90,000, plus 120 E/W by 36.5 N/S = 4,380, plus two floors
                   of office space.

Docks:             16 - 8 x 9 door with weather seals.
                   16 - 6 x 8 mechanical load leveler with swing loading
                   lights.

Ceiling Height:    24' interior ceiling clear height.

Heat:              Electric forced air. Off peak service with Gen Set Backup
                   Gas backup as alternate heat.

Power:             480 - 208 - 110 volts.

Sprinklers:        Yes - Fargo city water.

Lighting:          Sodium vapor lights with 10 foot candlepower of light
                   available.

Water and Sewer:   City of Fargo water and sewer.

Misc.:             Concrete fit-up poured walls with 4' bead board insulation
                   and white metal lined walled 12 inch glass ceiling
                   insulation with wire interior mesh.