SUBSCRIPTION DOCUMENT B [POOL 2 - CURRENT MEMBERS]
                          DAKOTA GROWERS PASTA COMPANY
                     A NORTH DAKOTA COOPERATIVE ASSOCIATION
                             SUBSCRIPTION AGREEMENT
 

                                            
NAME AND ADDRESS OF SUBSCRIBER                 NUMBER OF SHARES OF EQUITY STOCK THE
                                               SUBSCRIBER DESIRES TO PURCHASE IN POOL 2:
PLEASE COMPLETE AND MAIL OR                    DAKOTA GROWERS PASTA COMPANY
DELIVER WITH PAYMENT TO:                       ONE PASTA AVENUE, P.O. BOX 21
                                               CARRINGTON, ND 58421-0021

 
    In the event that all shares of Equity Stock offered in Pool 1 are not sold,
the undersigned hereby subscribes for and agrees to purchase that number of
Equity Shares of Dakota Growers Pasta Company (the "Company") listed above, at a
price of $   per Equity Share.
 
    The undersigned understands that the full number of Equity Shares requested
will be available only if the shares available for purchase in Pool 2 of the
Company's stock offering are sufficient to satisfy the requests of all
subscribers. In the event that the number of Equity Shares requested by
subscribers in Pool 2 exceeds the number of Equity Shares available in Pool 2,
then the Company will allocate the Pool 2 shares on a pro rata basis based on
the number of shares of Equity Stock requested by each subscribing member.
Please review the "Plan of Distribution" section of the Prospectus dated
November   , 1998 for a full description of the distribution process.
 
    With the return of this completed Subscription Agreement, the undersigned
must make full payment for the number of Equity Shares desired to be purchased
in Pool 2. This completed Subscription Agreement and the accompanying payment
must be received by the Company at its corporate offices on or before 5:00 P.M.,
January 6, 1999. Subscription Agreements and accompanying payments that are
received by the Company after that date, but which are postmarked on or before
January 6, 1999, will be deemed to be timely received.
 
    The undersigned hereby reaffirms all of the representations and declarations
as set forth in the undersigned's executed Subscription Document A (Pool 1)
submitted to the Company.
 
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                                PAYMENT DUE NOW
 

        
           Number of Equity Shares Requested in Pool 2
$          Amount of Payment Enclosed

 
Make check payable to Dakota Growers Pasta Company Escrow Account
 
    The payment will be held in escrow with First American Bank West until the
Company has completed the Pool 2 allocation of shares. In the event that no
shares are issued to the undersigned, the full amount of the payment to the
Company hereunder will be refunded, without interest, to the subscriber within
five (5) days of the date that the Company has completed its plan of
distribution.
 
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    The subscription has been signed by the undersigned at
____________________________, ___________________________ on ____________, 1998.
 
(City/Town)                     (State)                      (Month and Day)
 
    INSTRUCTIONS: If the member consists of co-owners or joint owners, each
should sign. If the prospective member is a corporation, limited liability
company, or other legal entity, an officer should sign and give his title. If
the member is a partnership, the authorized partner should sign and give his
title.
 

                                            
                 (signature)                                      (title)
 
                 (signature)                                      (title)

 
    ACCEPTANCE. The above Subscription Agreement for ______ Equity Shares is
accepted as of this __ day of ____________, 1998.
 

                               
                                DAKOTA GROWERS PASTA COMPANY
 
                                By
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                                Its
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