**Exhibit 10.3**

 

CONFIDENTIALTREATMENT REQUESTED. CERTAIN PORTIONS HAVE BEEN OMITTED AND HAVE BEEN FILEDSEPARATELY WITH THE COMMISSION.

 

 

**FIRST AMENDMENT**

**FIVE-YEAR CONTRACT AGREEMENT:**

**U.S. FOODSERVICETM**

# **AND**

**DAKOTA GROWERS PASTA COMPANY**

 

 

                ThisFirst Amendment (the “First Amendment”) to the Five-Year Contract Extensionbetween U.S. FoodserviceTM and Dakota Growers Pasta Company dated December 28,2000 (the “Agreement”) is entered into this 20th day of December, 2001.

 

 

                WHEREAS,U.S. FoodserviceTM and Dakota Growers Pasta Company (collectively referred toherein as the “Parties”) entered into the Agreement on December 28, 2000,effective from December 28, 2000 through December 31, 2006; and

 

                WHEREAS,the Agreement covered dry pasta products for the foodservice and retail marketspacked under the Roseli®, Monarca® and Pasta Sanita® brands and dry pastaproducts for the foodservice and retail markets packed exclusively under theBellagio S.p.A. brand imported from Italy; and

 

                WHEREAS,U.S. FoodserviceTM has acquired Alliant Foodservice which provides dry pastaproducts for the foodservice markets under the Luzzati and Cosenza brandlabels; and

 

WHEREAS, U.S. FoodserviceTMalso provides dry pasta products for the foodservice markets under the MonarchAdvantage and Monarch Regency brand labels; and

 

                WHEREAS,the Parties, on the 21st day of December, 2001, entered into an ExclusiveLicense Agreement, wherein Dakota Growers Pasta Company granted U.S.FoodserviceTM an exclusive license to use the Trademark “Primo Piatto” inconnection with the distribution and marketing of dry pasta products importedfrom Italy; and

 

                NOWTHEREFORE, it is hereby agreed as follows:

 

        1.                                       Section A.Products of the Agreement is hereby amended as follows:

#### ** **

                        Item1 is amended to add reference to Luzzati, Monarch Advantage and Monarch Regencybrands.

 

                        Item2 is amended to add reference to the Primo Piatto and Cosenza brands.

 

        2.                                       Item 6 underSection B. Pricing:  Terms of Saleof the Agreement is hereby amended by adding the following:

 

                        Synergisticsavings realized through consolidation of the brands will be reviewed uponcompletion of such consolidation, and any adjustments to the pricing orallowances will be agreed upon by U.S. FoodserviceTM and Dakota Growers uponcompletion of such review.

 

 

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        3.                                       Item 2 underSection E. Contract Incentive Program of the Agreement is hereby amendedas follows:

 

                        (Confidentialtreatment requested.)

 

        4.                                       Item 1 underSection G. Duration of Agreement; Exclusivity of the Agreement is herebyamended as follows:

 

                        TheLuzzati, Monarch Advantage and Monarch Regency brands are added, and the PrimoPiatto and Cosenza brands are added to the imported dry pasta products.

 

        5.             Item 4 under Section G. Durationof Agreement; Exclusivity of the Agreement is hereby deleted in itsentirety and replaced with the following:

 

                        ThisAgreement may not be transferred or assigned, or any portions thereof, byeither Party, without the written consent of the other Party, such consent notto be unreasonably withheld.

 

        6.             Schedule A is amended as attached.

 

        7.                                       All other termsand conditions of the Agreement remain unchanged.

 

IN WITNESS WHEREOF, theParties have executed this First Amendment (the “First Amendment”) to theFive-Year Contract Agreement on the day and year first above written.

 

 
| Dakota Growers Pasta  Company | US FoodserviceTM |
|-------------------------------|----------------------|
|                          |                 |
| By:                           | /s/ Tim Dodd         |   | By: | /s/ Bill Carter |   |
|                          |                 |   |   |
| Its:                          | President/ G.M.      |   | Its: | Vice President Purchasing |   |

 

**Schedule A**

 

(Confidential treatment requested.)

 

 

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