ASSIGNMENT AND ASSUMPTION AGREEMENT OF LEASE AND PURCHASE OPTION

      THIS  ASSIGNMENT  AND  ASSUMPTION  AGREEMENT OF LEASE AND PURCHASE  OPTION
("Assignment")  is made and entered into as of October 27, 2006,  between  DAVID
SKINNER and RONALD SPARKMAN (collectively, "Assignor"), and AMISH PASTA COMPANY,
an Ohio Corporation ("Assignee").

                                    RECITALS

      WHEREAS, Assignor and LONNIE CUTLIP ("Lessor") are parties to that certain
Lease and Purchase  Option  Agreement  dated as of February 27, 2006 ("Lease and
Option")  pursuant to which Lessor agreed to lease the premises  located at 6403
SR 83, Holmesville,  Ohio 44633  ("Premises"),  to Assignor and provide Assignor
the option to purchase the Premises.

      WHEREAS,  Assignor  desires  to assign  the Lease  and  Option  and all of
Assignor's  right,  title,  and interest  thereunder  to Assignee,  and Assignee
desires to assume,  perform and discharge all of the agreements and  obligations
of Assignor under the Lease and Option.

      WHEREAS,  Assignor  shall  transfer to Assignee all of  Assignor's  right,
title and interest in, under, and to the Lease and Option on the following terms
and conditions.

AGREEMENT

      NOW, THEREFORE, in consideration of the foregoing Recitals (which Recitals
are hereby incorporated into the body of this Assignment),  the mutual covenants
contained herein and for other good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree
as follows:

         1. Assignment and Acceptance. Assignor hereby assigns, conveys, grants
and sets over unto Assignee all of Assignor's right, title and interest in,
under and to the Lease Option.

      2. Assumption. Assignee hereby accepts the foregoing assignment and agrees
to be bound by and perform each and every obligation of Assignor under the Lease
and Option.

      3.  Lessor's  Consent.  Lessor,  as Owner and  Lessor  under the Lease and
Option,  consents to the assignment and assumption of the Lease and Option. As a
result of said  assignment  and  assumption,  Lessor  agrees  to look  solely to
Assignor  for and to  release  Assignee  from  performance  under  the Lease and
Option.


      4. Governing Law. This Assignment shall be governed by and construed under
the laws of the State of Ohio.

      5.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts and by different parties hereto on separate  counterparts,  each of
which,  when so  executed  and  delivered  shall  be an  original,  but all such
counterparts shall together constitute one and the same instrument.

<PAGE>

      6.  Miscellaneous.  This  Assignment  shall inure to the benefit of and be
binding  upon the parties  and their  respective  successors  and  assigns.  The
headings and captions are for convenience  purposes only. This Assignment  shall
be  construed  according  to its  ordinary  meaning  and shall  not be  strictly
construed for or against any party  hereto.  Any  modification  or waiver of any
term of this  Assignment,  including a modification or waiver of this term, must
be in writing  signed by the party or parties  against whom  enforcement  of the
modification  or waiver is sought.  Except  for the Lease and Option  referenced
herein,  this  Assignment  constitutes  the entire  agreement  among the parties
pertaining  to the  subject  matter  hereof  and all prior  and  contemporaneous
agreements,  representations  and  understandings,  written or oral,  express or
implied, are hereby superseded and merged into this Assignment. Should any term,
provision,  covenant  or  condition  of this  Assignment  be  void,  invalid  or
inoperative,  the same shall not affect any other term,  provision,  covenant or
condition of this  Assignment,  but the remainder  thereof shall be effective as
though such void, invalid or inoperative term, provision,  covenant or condition
had not been contained herein.

      IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of
the date and year first above written.

ASSIGNOR:

                             BY: /s/ David Skinner
                                 -----------------------------------
                                  DAVID SKINNER

                             BY: /s/ Ronald Sparkman
                                 -----------------------------------
                                 RONALD SPARKMAN

ASSIGNEE:                   AMISH PASTA COMPANY, an Ohio Corporation

                             BY: /s/ David Skinner
                                 -----------------------------------
                                 David Skinner, President

LESSOR:

                             BY: /s/ Lonnie Cutlip
                                 -----------------------------------
                                  LONNIE CUTLIP

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