Exhibit 10.4

CONFIDENTIAL
TREATMENT REQUESTED. CERTAIN PORTIONS HAVE BEEN OMITTED AND HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION.



FIVE-YEAR CONTRACT EXTENSION BETWEEN:
U.S. FOODSERVICETM
ANDDAKOTA GROWERS PASTA COMPANY
December 28, 2000

---

The
following is an addendum of the terms and conditions to the February 6, 1997
Five-Year Contract Agreement.  This
Agreement will be effective from December 28, 2000 through December 31, 2006,
and supersedes all prior commitments.



|A. | Products                
|-- | ------------------------
|   | 1.                      
|   |                         
|   | 2.                      
|   |                         
|B. | Pricing:
  Terms of Sale
|   | 1.                      
|   |                         
|   | 2.                      
|   |                         
|   | 3.                      
|   |                         
|   | 4.                      
|   |                         
|   | 5.                      
|   |                         
|   | 6.                      





(* - Confidential
treatment requested.)



|C. | Product
  Ordering: Inventory Levels                                                                         
|-- | -------------------------------------------------------------------------------------------------------------
|   | 1.                                                                                                           
|   | 2.                                                                                                           
|   | 3.                                                                                                           
|   | 4.                                                                                                           
|D. | Promotional
  Payments, Allowances, Chain Rebates                                                            
|   | This Agreement is a net pricing
  program other than previously agreed upon chain account rebates as follows:
|   | (Confidential treatment requested.)                                                                          
|E. | Contract
  Incentive Program                                                                                 
|   |                                                                                                              
|   | (Confidential treatment requested.)                                                                          
|F. | Entirety
  and Interpretation of Agreement                                                                   
|   | 1.                                                                                                           
|   | 2.                                                                                                           
|G. | Duration
  of Agreement; Exclusivity                                                                         
|   | 1.                                                                                                           
|   | 2.                                                                                                           
|   | 3.                                                                                                           
|   | 4.                                                                                                           
|   |                                                                                                              





Reviewed and accepted by
Dakota Growers Pasta Company

____________________________________
Timothy Dodd, President & General Manager

____________________________________
Gary Mackintosh, Executive Vice President, Sales & Marketing



Date________________________________

Reviewed and accepted by
U.S. FoodserviceTM



____________________________________
Timothy Lee, Senior Vice President

____________________________________
Bill Carter, Vice President



Date________________________________





Schedule A

(Confidential treatment requested.)