**Exhibit 10.5**

DAKOTAGROWERS PASTA COMPANY

GROWERSAGREEMENT

          Thiscontract (the Agreement) is made between DAKOTA GROWERS PASTA COMPANY (a NorthDakota cooperative association, herein referred to as the Cooperative), and theundersigned producer of small grains or association of agricultural producers,including associations, cooperatives and other entities operated on acooperative basis (herein referred to as the Member).  The Agreement is effective as of the date it is approved andaccepted by the Cooperative.

PREAMBLE

          ThisAgreement records legal relations between Member and Cooperative as seller andbuyer of durum.  The parties are alsorelated under Articles of Association and Bylaws of the Cooperative.  Member acknowledges that Articles, Bylawsand any reasonable policies, rules and regulations adopted by the Board ofDirectors constitute a contract between the Cooperative and each member of theCooperative, as fully as though each Member had individually signed a separateinstrument containing such terms. Member acknowledges receipt of a copy of the Articles and Bylaws.

          TheCooperative is organized and operated as a cooperative for the mutual benefitof all members of the Cooperative.  Thecooperative enterprise is the processing of durum and producing pasta productsfor sale for human consumption.

          Memberacknowledges his opportunities to realize economic benefits based upon hismembership in and patronage of the Cooperative and his opportunities toinfluence the management of the Cooperative by the election of its directorsare factors which countervail any assertion that this agreement is a"contract of adhesion" or is "unconscionable" in any of itsterms.  Therefore, the Member disclaimsany rights to strict construction of this Agreement in his favor and againstthe Cooperative.

          TheMember's commitment of durum to the Cooperative are intrinsically related tohis status as a holder of Equity Stock in the Cooperative; for each share ofEquity Stock held, one bushel of Number One Hard Amber Durum is committed foreach processing year.  If the number ofshares of Equity Stock held by Member changes, his committed number of bushelsof durum may also be changed as the Board of Directors of the Cooperative maydetermine according to reasonable policies of uniform application.

          1.       Hard Amber Durum Committed to theCooperative

          a.       Amount.  Member agrees to sell and deliver to the Cooperative bushelsequal in number to shares of Equity Stock in the Cooperative owned by theMember of Number One Hard Amber Durum wheat during each processing year.  A processing year shall start on the firstday of August of each year and shall end on the last day of July of thefollowing year.  The first processingyear shall start on August 1, 1993.

 

          Memberrepresents and warrants that Member is a producer of small grains with theability and resources to produce Number One Hard Amber Durum wheat or anassociation of agricultural producers, including associations, cooperatives andother entities operated on a cooperative basis, with the ability and resourcesto grow or procure from its membership Number One Hard Amber Durum wheat.  If the Member is unable to deliver thecommitted number of bushels of durum fromthe Member's own production or the Member’s membership if such Member is anassociation of agricultural producers due to crop failure or similar cause,that circumstance shall not excuse delay or non-delivery.  Instead, the Member shall obtain durum fromother sources at Member’s cost, and shall deliver it to the Cooperative, justas if it had actually been produced by Member or the Member’s membership ifsuch Member is an association of agricultural producers.  It is the intention of the parties that theMember shall be obligated to deliver all durum committed to be sold anddelivered under this Agreement in all events, unless the obligation shall beterminated or canceled pursuant to the express terms of this Agreement.

Whether produced by the Member or obtained from othersources, only durum conforming to quality specifications established by theCooperative shall be acceptable.

          TheCooperative shall have no obligation to accept more durum than the amountcommitted, regardless of the Member's total durum production.

          b.       Quality.  Member represents and warrants that durum shall conform to theCooperative's quality specifications established in good faith.  The Cooperative's enterprise, processingdurum and producing pasta products for sale for human consumption, requiresNumber One Hard Amber Durum.  Uniquegrading factors and quality specifications may be applicable so the Cooperativecan produce, sell and deliver high quality pasta products.  The Member acknowledges that Member is a"merchant" with respect to durum which Member has committed toproduce and deliver, and Member warrants that durum tendered for delivery underthis Agreement shall be merchantable and that Member will use his judgment andskill to select and deliver suitable durum which shall conform to qualityspecifications established by the Cooperative.

          2.       Delivery, Acceptance and Rejection

          Memberagrees to tender delivery of the durum in one or more installments, inaccordance with the delivery schedule established by the Cooperative and mailedby ordinary mail to the Member.  Thedelivery schedule shall designate one or more dates and places of delivery,which may be an elevator or other facility not owned by the Cooperative.

          Time ofdelivery in compliance with the delivery schedule is essential to theCooperative.

The Member retains risk of loss of any durumMember intends to deliver to the Cooperative until it is delivered to thefacility designated by the Cooperative.

          Whendelivery of durum is tendered, the Cooperative has a right of inspection.  Durum tendered for delivery shall beinspected before it is unloaded. Grading factors and quality specifications established by theCooperative shall govern inspections.

          Acceptanceoccurs when the Cooperative shall have inspected the durum and notified theMember by ordinary mail that it has been accepted.

          Durum ofsubstandard quality, as determined by the Cooperative, shall be rejected.  If the tender of delivery is rejected forfailure to conform to specifications, the Cooperative shall notify the Memberof the rejection, including a statement of the particular defect.  If the Cooperative rejects any tender ofdelivery, and the time for delivery has not yet expired, the Member may notifythe Cooperative of his intention to make a conforming delivery and may thenwithin the contract time make a conforming delivery.

          Durumtendered for delivery which is rejected shall not be unloaded.  The Cooperative shall not be obliged to holdthe rejected durum for the Member, and the Cooperative shall not be obliged tosell rejected durum for the Member.

          Title passes on tender of delivery, free from anysecurity interest or other lien, except as provided by paragraphs 3d and5.  Rejection revests title to the durumin the Member.

          If thetender of delivery of any installment is rejected for failure to conform tospecifications, the Cooperative shall have other rights and remedies asprovided in Section 7 of this Agreement.

          3.       Price and Payment

          TheCooperative agrees to pay Member for durum delivered and accepted as follows:

          a.       Price and Advance Payment.  Within 15 days of each delivery by theMember and after acceptance, the Cooperative will pay to the Member an amountof money not less than 80 percent of the market value of the durum deliveredand accepted.  market value means thequantity delivered multiplied by the then current average local marketprice.  Average local market price shallbe determined from time to time by the Cooperative's Board of Directors in theexercise of good faith business judgment and based upon market information inthe trade area in which the Cooperative's pasta plant is located.  The parties intend that the marketinformation considered by the directors in establishing representative perbushel prices will include price fluctuations in a changing market asdetermined by the Board of Directors.

          b.       Additional Payments and Per-UnitRetains.  The Cooperative may makeone or more payments in addition to the advance payment as determined by theCooperative's Board of Directors, provided the Cooperative may requirededuction from proceeds otherwise payable to Members for the Cooperative'spurchase of durum, on a per-unit basis, which deductions shall be retained bythe Cooperative as patronage capital. Per-unit retains shall annually determined by the Board of Directors,and shall be a uniform amount or percentage per unit, fixed without referenceto the net earnings or net proceeds of the Cooperative.

          c.       Transportation.  The Cooperative's Board of Directors shallestablish transportation allowances to be paid to Members for delivery of durumto places designated by the Cooperative. Transportation allowances shall be determined by the Cooperative's Boardof Directors pursuant to reasonable policies of uniform application.  Any amount payable for transportation shallbe paid with the Advance payment.  TheMember is not entitled to a transportation allowance for a tender of deliverywhich is rejected.

          Any amountpaid for transportation shall not be accounted for as patronage for purposes ofdetermining Member's Patronage Equity Credits and Patronage Distributions.

          d.       Security Interests.  Member shall notify the Cooperative of anysecurity interest in Member's durum crops. The Cooperative shall have the right to apply payments due to the Memberin satisfaction of the secured obligation.

          TheMember's rights to payments are unsecured and may be subordinate to securedobligations owed by the Cooperative.

          4.       Adjustments

          a.       Reduced Capacity. If the totalnumber of bushels contracted for sale and delivery to the Cooperative by allMembers under similar Uniform Marketing Agreements exceeds the number ofbushels that the cooperative determines that it needs during a processing year,the Cooperative will have the right to reduce the committed number of bushelson a prorate basis, so that the total number of bushels committed to theCooperative by all members will fulfill the Cooperative's anticipatedneeds.  The Cooperative will notifyMember of any changes in the number of bushels to be delivered by Member to theCooperative in any processing year.

 

          b.       ForceMajeure.  In the occurrence of any event that cannot be reasonably controlled oravoided by the Cooperative which causes a cessation or interruption of itsnormal course of business of receiving, handling, processing or packaging,selling or shipping pasta products, the Cooperative will be excused fromperformance during the period that the Cooperative's operations are soaffected.  The Cooperative may, duringsuch period, accept such portion of Member's durum as the Cooperative hasinformed Member it can in its judgment handle. The Cooperative shall give written notice by ordinary mail to Member ofthe Cooperative's inability to perform and the reason for the nonperformance.

          c.       Open Market Sales.  The ordinary business of the Cooperative isthe processing of Hard Amber Durum into pasta products for humanconsumption.  However, the Cooperativemay sell any durum delivered pursuant to this Agreement on an open marketbasis.

          5.       Assignment

          Member maynot assign this Agreement or delegate performance of its obligations withoutthe written consent of the Cooperative. Consent may be granted or denied as the Cooperative shall determine inthe exercise of business judgment, and with due consideration to relatedprovisions of the Bylaws of the Cooperative. This restriction of assignment shall not be construed to limit Member'sgrant of a security interest in growing crops or proceeds, provided that anysecurity agreement shall not empower either Member or member’s secured party toavoid Member's obligations to deliver durum in performance of this Agreement.

          TheCooperative may assign this Agreement as collateral for loans.

          6.       Terms of Agreement

          ThisAgreement has an indefinite term and shall continue until terminated asprovided in the paragraph 6, or until canceled as provided in paragraph 7,Remedies.

          ThisAgreement may be terminated in any of the following manners:

          a.       By the written agreement of the Memberand the Cooperative as an incident to the Member's transfer of stock in theCooperative and with the consent of the Cooperative as provided in the Bylaws.

          b.       By unilateral action of the Member,without cause, effective on the last day of a processing year, upon not lessthan 18 months advance notice to the Cooperative, provided that a terminationby unilateral action of Member shall not be effective before July 31,1999.  A notice of termination underthis paragraph must be dispatched and received by registered or certified mail.

          c.       The Member shall have the right toterminate this Agreement effective at the end of a processing year during whichthe Cooperative has voluntarily commenced bankruptcy or insolvency proceedingsor has been adjudicated insolvent.

          7.       Remedies

          a.       If the Cooperative fails to pay theadvance payment for durum delivered and accepted, the Member may recover theadvance payment and shall also be entitled to any additional paymentsdetermined as provided in Section 3b. The Member may not claim or recover any incidental or consequential damagesfor non-payment.

          b.       If the Cooperative rejects any durumtendered for delivery, it shall not be liable for damages, provided theCooperative has performed in good faith in the establishment of qualityspecifications and in the inspection and rejection of durum tendered fordelivery.  If the obligation of goodfaith is violated, then the Member may resell the durum and recover thedifference between the resale price and the contract price (as determined underparagraph 3) (less per-unit retains), but less expenses saved in consequence ofthe Cooperative's rejection.  The Membermay not claim or recover any incidental or consequential damages or lostprofits caused by wrongful rejection.

          If theCooperative rejects any durum tendered for delivery, the Member may notwithhold future scheduled deliveries.

          c.       If the Member fails to make delivery orthe Cooperative rejects any tender of delivery, the Cooperative may make ingood faith and without unreasonable delay any reasonable purchase of durum insubstitution for that due from the Member. The Cooperative may recover from the Member as damages the differencebetween the cost of substitute durum and the advance payment, and anyincidental or consequential damages.

          d.       If the Member fails to make delivery orthe Cooperative rejects any tender of delivery, the Cooperative may recoverfrom the Member the difference between the average local market price (asdefined by paragraph 3a) and the advance payment, and any incidental orconsequential damages.  The measure ofdamages herein provided is reasonable in light of the anticipated or actualharm caused by Member's breach, the difficulties of proof of other measures ofdamages, and the inconvenience or nonfeasibility of otherwise obtaining anadequate remedy.

          e.       The Member acknowledges his status as a memberof the Cooperative is subject to termination for cause by action of theCooperative's Board of Directors, as provided in the Bylaws of theCooperative.  In the event oftermination of membership, this Agreement shall be canceled as of the July 31next following the termination of membership. Termination of membership or cancellation of this Agreement shall not beconstrued as a renunciation or discharge of any claim for an antecedent breach.

          f.        Resort to any remedy or failure toeffect any available remedy shall not bar any other remedy.

          8.       No Waiver of Breach

          No waiverof a breach of any of the provisions contained in this Agreement shall beconstrued to be a waiver of any subsequent breach of the same or of any otherprovision of this Agreement.

          9.       Complete Agreement

          Thisdocument is intended as a complete and exclusive statement of the terms of theAgreement, and may not be contradicted by evidence of any prior agreement or ofa contemporaneous oral agreement.

          10.     Modification

          ThisAgreement may not be modified by oral agreement or conduct of the parties butmay only be amended or modified by the Board of Directors, subject toratification by a majority vote of the Members present at any regular orspecial membership meeting with a quorum present and notice given.  This limitation on modifications shall notbe construed to limit the provisions for delivery schedules, quality standards,prices and payment terms to be determined by the Cooperative.

          11.     Notices

          Allnotices from one party to another shall be in writing and dispatched byordinary mail, postage prepaid, except as specific provisions of this Agreementrequire certified or registered mail.

          12.     Governing Law

          ThisAgreement shall be governed by and enforced in accordance with the laws of thestate of North Dakota.

 

 

 

 

Adopted as of 1/6/01.