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                              Warrants to Purchase

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                             Shares of Common Stock

                             NEW WORLD PASTA COMPANY

                         COMMON STOCK PURCHASE WARRANTS

          This certifies that, for value received, JLL Pasta, LLC or its
registered assigns (the "Holder") is entitled to purchase from New World Pasta
Company, a Delaware corporation (the "Company"), at any time from 9:00 a.m., New
York City time, on July 30, 2001 until 5:00 p.m., New York City time, on July
30, 2008 (the "Expiration Date"), at the purchase price of $1.00 per share (the
"Warrant Price"), the number of shares of Common Stock of the Company, par value
$.01 per share ("Common Stock"), shown above. The number of shares purchasable
upon exercise of the Common Stock Purchase Warrants (the "Warrants") and the
Warrant Price are subject to adjustment from time to time as set forth below.

          Section 1. Exercise of Warrants.

               (a) Warrants may be exercised in whole or in part, at any time or
from time to time, by presentation of this Warrant certificate with the Purchase
Form (attached hereto as Exhibit A) duly executed and simultaneous payment of
the Warrant Price to the Company. Payment of such price shall be made, at the
option of the Holder, (i) in cash or by certified or official bank check payable
to the Company; (ii) by cashless exercise (in the manner described below in
Section 1(c)); or (iii) by any combination of payment described in clauses (i)
or (ii) hereof. As provided herein, the Warrant Price and the number or kind of
shares which may be purchased upon the exercise of the Warrants evidenced by
this Warrant certificate are, at the option of the Company or upon the happening
of certain events, subject to modification and adjustment described herein.

               (b) In case an exercise of Warrants is in part only, a new
Warrant or Warrants of like tenor, calling in the aggregate on the face or faces
of the Warrant certificate or certificates for the number of shares of Common
Stock equal (without giving effect to any adjustment thereof) to the number of
such shares called for on the face of this Warrant certificate minus the number
of such shares designated by the Holder upon such exercise as provided in this
Section 1 shall be issued and delivered to the Holder or its registered assigns.
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               (c) As described in clause (ii) of Section 1(a) above, the Holder
may apply to the payment required by this Section 1 that portion of this
Warrant, that is equal to the quotient obtained by dividing (i) the value of the
Warrant or portion thereof on the exercise date (determined by subtracting the
aggregate exercise price for the shares of Common Stock in effect on the
exercise date from the aggregate current market price (as determined below in
Section 1(d) of the shares of Common Stock) by (ii) the current market price of
one share of Common Stock.

               (d) For the purpose of any computation under Section 1(c) and
Section 7, the current market price per share of the Common Stock shall be
determined in good faith by the Board on the basis of such information as it
considers appropriate; provided, however, that if the Common Stock is publically
traded at the time of such computation, then the current market price per share
of Common Stock at any date shall be the average of the daily closing prices for
20 consecutive trading days commencing 30 trading days before the date of such
computation, which closing price for each day shall be the last reported sales
price regular way or, in case no such reported sale takes place on such day, the
average of the closing bid and asked prices regular way for such day, in each
case on the principal national securities exchange on which the shares of Common
Stock are listed or admitted to trading or, if not listed or admitted to
trading, the average of the closing bid and asked prices of the Common Stock in
the over-the-counter market as reported on the NASDAQ Stock Market.

          Section 2. Exchange of Warrant Certificates. This Warrant certificate
may be exchanged for another certificate or certificates entitling the Holder to
purchase like aggregate number of Common Stock issuable on exercise of the
Warrants (the "Warrants Shares") as the certificate or certificates surrendered
then entitle the Holder to purchase. The Holder shall make such request in
writing delivered to the Company, and shall surrender, properly endorsed, the
certificate or certificates to be so exchanged. Thereupon, the Company shall
sign and deliver to the Holder a new Warrant certificate or certificates, as the
case may be, as so requested.

          Section 3. Compliance with Government Regulations. If any shares of
Common Stock required to be reserved for purposes of exercise of Warrants
require, under any Federal or state law or applicable governing rule or
regulation of any national securities exchange, registration with or approval of
any governmental authority, or listing on any such national securities exchange
before such shares may be issued upon exercise, the Company will in good faith
and as expeditiously as possible endeavor to cause such shares to be duly
registered, approved or listed on the relevant national securities exchange, as
the case may be; provided, however, that in no event shall such shares of Common
Stock be issued,

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and the Company is hereby authorized to suspend the exercise of all Warrants,
for the period, and only for such period, during which such registration,
approval or listing is required but not in effect.

          Section 4. Payment of Taxes. The Company will pay all documentary
stamp taxes, if any, attributable to the initial issuance of Warrant Shares upon
the exercise of Warrants; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issue or delivery of any Warrants or Warrant certificates for
Warrant Shares in a name other than that of the Holder.

          Section 5. Mutilated or Missing Warrants. If certificates evidencing
the Warrants shall be mutilated, lost, stolen or destroyed, the Company may in
its discretion issue, in exchange and substitution for and upon cancellation of
the mutilated Warrant certificate, or in lieu of and substitution for the
Warrant certificate lost, stolen or destroyed, a new Warrant certificate of like
tenor and representing an equivalent right or interest, but only upon receipt of
(i) evidence satisfactory to the Company of such loss, theft or destruction of
such Warrant certificate and (ii) an indemnity or bond, if requested, also
satisfactory to the Company. The Holder shall also comply with such other
reasonable regulations and pay such other reasonable charges as the Company may
prescribe.

          Section 6. Adjustment of Warrant Price and Number of Warrant Shares.
The number and kind of securities purchasable upon the exercise of each Warrant
and the Warrant Price shall be subject to adjustment from time to time upon the
happening of certain events, as hereinafter defined.

                         (a) Mechanical Adjustments. In the event that a
dividend or other distribution (whether in the form of cash, Common Stock, or
other property), recapitalization, stock split, reverse split, reorganization,
merger, consolidation, spin-off, combination, repurchase, or share exchange, or
other similar corporate transaction or event shall occur after the date hereof
which the Board in its reasonable discretion, determines affects the Common
Stock such that an adjustment is appropriate in order to prevent dilution or
enlargement of the rights of the Holder or the value of the Warrants, then the
Board shall make such equitable changes or adjustments as it deems necessary or
appropriate to any or all of (i) the number and kind of shares of capital stock
which may thereafter be issued upon exercise of Warrants, (ii) the number and
kind of shares of capital stock issued or issuable in respect of Warrants and
(iii) the Warrant Price.

                         (b) Notice of Adjustment. Whenever the number of
Warrant Shares purchasable upon the exercise of each Warrant or the Warrant

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Price of such Warrant Shares is adjusted, as herein provided, the Company (i)
shall promptly mail by first-class mail, postage prepaid, to the Holder notice
of such adjustment or adjustments and (ii) shall deliver to the Holder a
certificate of the Chief Financial Officer of the Company setting forth the
number of Warrant Shares purchasable upon the exercise of each Warrant and the
Warrant Price of such Warrant Shares after such adjustment and setting forth the
computation by which such adjustment was made. Such certificate, in the absence
of manifest error, shall be conclusive evidence of the correctness of such
adjustment.

                         (c) Preservation of Purchase Rights Upon Merger,
Consolidation, etc. In case of any consolidation of the Company with or merger
of the Company into another corporation or in case of any sale, transfer or
lease to another corporation of all or substantially all the property of the
Company, proper provision shall be made that the Holder, upon the exercise of
Warrants after the consummation of such transaction, shall have the right
thereafter upon payment of the Warrant Price in effect immediately prior to such
action to purchase upon exercise of each Warrant the kind and amount of shares
and other securities and property which it would have owned or have been
entitled to receive after the happening of such consolidation, merger, sale,
transfer or lease had the Warrant been exercised immediately prior to such
action. The Company shall mail by first-class mail, postage prepaid, to the
Holder, notice of the execution of any such agreement. Such agreement shall
provide for adjustments, which shall be as nearly equivalent as may be
practicable to the adjustments provided for in Section 6. The provisions of this
Section 6(d) shall similarly apply to successive consolidations, mergers, sales,
transfers or leases.

                         (d) Statement on Warrants. Irrespective of any
adjustments in the Warrant Price or the number or kind of shares purchasable
upon the exercise of the Warrants, Warrants theretofore or thereafter issued may
continue to express the same price and number and kind of shares as are stated
in the Warrants initially issuable.

          Section 7. Fractional Interests. No fractional shares will be issued
upon the exercise of any Warrant, but the Company shall pay an amount in cash
equal to the closing price for one share of Common Stock, as determined above in
Section 1(f), multiplied by such fraction.

          Section 8. Restrictions on Transfer.

               (1) The Warrant and the Warrant Shares shall be subject to the
transfer restrictions set forth in the Stockholders Agreement dated as of
January 28, 1999, among the Company, New World Pasta, LLC, Miller Pasta, LLC and
Hershey Chocolate Confectionary Corporation, as the same may be amended from
time to time, as if the Holder were a party thereto; provided, however, that the

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Warrant may be distributed, in whole or in part, by JLL Pasta, LLC to its
members or their respective affiliates.

               (2) The Warrant and the Warrant Shares are "restricted
securities," as such term is defined in Rule 144 promulgated under the
Securities Act, and any resale of the Warrant or the Warrant Shares must be in
compliance with the registration requirements of the Securities Act or an
exemption therefrom.

          Section 9. No Rights as Stockholders, Notices to Holders. Nothing
contained herein shall be construed as conferring upon the Holder the right to
vote or to receive dividends or to consent or to receive notice as a stockholder
in respect of any meeting of stockholders for the election of directors of the
Company or any other matter, or any rights whatsoever as stockholders of the
Company. If, however, at any time prior to the expiration of the Warrants and
prior to their exercise, any of the following events shall occur:

                         (1) the Company shall declare any dividend payable in
     any securities upon its shares of Common Stock or make any distribution
     (other than a cash dividend) to the Holder of its shares of Common Stock;
     or

                         (2) the Company shall offer to the Holder shares of
     Common Stock or securities convertible into or exchangeable for shares of
     Common Stock or any right to subscribe for or purchase any thereof; or

                         (3) a dissolution, liquidation or winding up of the
     Company (other than in connection with a consolidation, merger, sale,
     transfer or lease of all or substantially all of its property, assets, and
     business as an entirety) shall be proposed,

then, in any one or more of said events, the Company shall give notice in
writing of such event to the Holder as provided in Section 10 hereof, such
giving of notice to be completed at least 10 days prior to the date fixed as a
record date or the date of closing the transfer books for the determination of
the stockholders entitled to such dividend, distribution, or subscription
rights, or for the determination of stockholders entitled to vote on such
proposed dissolution, liquidation or winding up. Such notice shall specify such
record date or the date of closing the transfer books, as the case may be.
Failure to publish, mail or receive such notice or any defect therein or in the
publication or mailing thereof shall not affect the validity of any action taken
in

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connection with such dividend, distribution or subscription rights, or such
proposed dissolution, liquidation or up.

          Section 10. Notices. Any notice by the Company to the Holder, or by
the Holder to the Company, shall be in writing and shall be delivered in person
or by facsimile transmission, or mailed first class, postage prepaid, (i) to the
Company, at its offices at New World Pasta Company, 85 Shannon Road, Harrisburg,
PA 17112, Attention: Chief Financial Officer or (ii) to the Holder, at the
registered address of such holder as set forth in the register kept at the
principal office of the Company. Each party hereto may from time to time change
the address to which notices to it are to be delivered or mailed hereunder by
notice to the other party.

          Section 11. Ownership. The Holder hereof may be treated by the Company
and all other persons dealing with this Warrant certificate as the absolute
owner hereof for any purpose and as the person entitled to exercise the rights
represented hereby, or to the transfer hereof on the books of the Company, any
notice to the contrary notwithstanding, and until such transfer on such books,
the Company may treat the Holder hereof as the owner for all purposes.

          Section 12. Applicable Law. The Warrant certificate and the Warrants
issued hereunder shall be governed by and construed in accordance with the laws
of the State of Delaware, without giving effect to principles of conflict of
laws.

          Section 13. Captions. The captions of the Sections and subsections of
this Warrant certificate have been inserted for convenience only and shall have
no substantive effect.

Dated:  July 30, 2001


                                             NEW WORLD PASTA COMPANY


                                             By: /s/ Wayne Robison
                                                --------------------------------

                                             Attest: /s/ Kathleen Purcell
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