REAL PROPERTY PURCHASE AGREEMENT

THIS REAL
PROPERTY PURCHASE AGREEMENT (Agreement) is made and entered into this 21stday
of December, 2007 (the Effective Date), by and between KRISPY KREME DOUGHNUT
CORPORATION, a North Carolina corporation (herein referred to as Seller), and
HARLAN BAKERIES, INC., an Indiana corporation (hereinafter referred to as
Purchaser).

WITNESSETH:

WHEREAS,
Seller now owns and desires to sell to Purchaser and Purchaser desires to
acquire from Seller certain real property more particularly described
hereinafter upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, for and in
consideration of the premises, the mutual covenants and agreements herein set
forth, and for other good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby expressly acknowledged by the parties hereto,
Seller and Purchaser do hereby covenant and agree as follows:

1.
Agreement to Buy and Sell. Upon the terms and conditions set forth in
this Agreement, Purchaser agrees to buy from Seller, and Seller agrees to sell
to Purchaser, all of that certain real property lying and being in the City of
Effingham, County of Effingham, State of Illinois, commonly known as 1200
Stevens Avenue, as more particularly described in Exhibit A attached hereto
and by reference made a part hereof (hereinafter referred to as the Land),
together with Sellers right, title and interest in the approximately 190,000
square foot building thereon (the Building), and any and all other buildings,
improvements, appurtenances, rights, privileges and easements benefiting,
belonging or pertaining to the Land, and any right, title and interest of Seller
in and to any land lying in the bed of any street, road or highway in front of
or adjoining the Land, together with any strips or gores relating to the Land
(the Land, improvements, and the foregoing easements and interests being
hereinafter referred to collectively as the Property), and further together
with all equipment, machinery, parts, supplies, furniture, fixtures, and owned
software located in or affixed to the Property (collectively, the Personal
Property) as of the date an inventory of the Personal Property is completed,
subject to, and as specified in, Section 4(e) below. It is hereby acknowledged
by the parties that, notwithstanding the foregoing, the Personal Property does
not include any proprietary equipment or materials, leased equipment or
machinery (unless the applicable lease is assumed by Purchaser in accordance
with Section 7(d)), raw materials, or finished product of Seller located or
stored in the Commissary portion of the Building nor any materials, inventories,
signs or proprietary fixtures located in the Distribution Warehouse portion of
the Building. Specific items also excluded from Personal Property are described
on Schedule A-1 hereto. Seller shall not convey to Purchaser any claims relating
to any real property tax refunds or rebates for periods occurring prior to
Closing (as hereinafter defined), existing insurance claims, and any other
existing claims or causes of actions accruing prior to the Closing Date, which
claims shall be reserved by Seller and are not included as part of the
Property.

2. Binder
Deposit. Within two (2) business days after the full execution of this
Agreement, Purchaser shall deliver the sum ofThree Hundred Thousand and 00/100 Dollars ($300,000.00)to Chicago TitleInsurance
Corporation (the Escrow Agent) as a good faith deposit for the purposes of
this Agreement (the Binder Deposit), to be applied as part payment of the
Purchase Price at Closing, or to be otherwise disbursed in accordance with the
provisions of this Agreement. The Escrow Agent will also act as the Closing
Agent.

3. Purchase Price. Purchaser
shall pay to Seller, in consideration of the conveyance of the Property toPurchaser, the purchase price ofEleven Million Eight Hundred Thousand and 00/100 Dollars
($11,800,000.00)(the Purchase Price), which Purchase Price shall be paid by Purchaser
to Seller at the Closing (as hereinafter defined) by wire transfer of
immediately available funds. Purchaser may elect, in Purchasers sole
discretion, to purchase raw materials inventory of Seller which are located on
the Property as of the date of Closing. In addition to the Purchase Price set
forth above, Purchaser shall pay at Closing an amount equal to Sellers cost of
the raw materials inventories if Purchaser elects to purchase the
same.

4. Due
Diligence. (a) At all times during the Review Period (as defined below) and
for such period as is necessary to permit Purchaser to satisfy the conditions
described in Section 4(d) and otherwise subject to the provisions of this
Section 4, until such time as this Agreement is either settled or terminated,
Purchaser,

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Purchasers authorized agents, employees,
consultants, architects, engineers and contractors, as well as others authorized
by Purchaser, shall have reasonable access to the Property and shall be entitled
to enter upon the Property and make such surveying, architectural, engineering,
topographical, geological, soil, subsurface, environmental, water drainage, and
other studies respecting the condition of the Property, availability of water,
sewer, natural gas, and other utility services in sufficient quantities to meet
Purchasers requirements, and such other investigations, inspections,
evaluations, studies, tests and measurements (collectively, the
Investigations) as Purchaser deems necessary or advisable. Purchasers rights
hereunder to conduct Investigations shall be subject to the following
requirements and limitations: (i) any entry upon the Property by Purchaser,
Purchasers authorized agents and employees, as well as others authorized by
Purchaser shall require at least twenty-four (24) hours advance notice to Seller
of the date and time of the entry and the specific Investigations to be
conducted in connection with the entry, and (ii) the Investigations shall not
result in any material adverse change to the physical characteristics of the
Property (and Purchaser shall be obligated to reasonably repair and restore any
damage to the Property resulting from the Investigations). Seller shall be
entitled to have one or more representatives present to observe or monitor the
Investigations on the Property. Purchaser agrees to indemnify and hold Seller
harmless from and against any and all claims, costs, losses, expenses, and
liabilities, including reasonable attorneys fees, arising out of claims for
injury, including death, to persons or physical injury to property resulting
from Purchasers conduct of the Investigations (collectively, the Purchasers
Indemnification Obligations). Notwithstanding the foregoing, Purchaser shall
not be entitled to conduct any environmental Investigations on the Property
beyond a Phase I environmental site assessment (i.e. no sampling, drilling,
etc.) without first obtaining Sellers prior written consent.

Purchaser
acknowledges that underground and/or aboveground utility lines cross or may
cross the Land, possibly including, without limitation, electrical transmission
lines and natural gas lines, some or all of which may cause serious injury to
persons (including death) or property if disturbed without the proper safety
precautions being observed. Purchaser acknowledges and agrees that Seller makes
no representations or warranties with respect to the presence or location of any
utility lines. Purchaser further acknowledges and agrees that, prior to any
drilling, digging, grading, excavating or other activity on the Property by
Purchaser or its agents, contractors, employees, licensees or other authorized
representatives, Purchaser, as part of its due diligence, shall make appropriate
inquiries directly with all applicable utility companies to confirm the
presence, absence and/or actual location of any underground and/or aboveground
utility lines on the Property, and Purchaser shall indemnify and hold harmless
Seller from and against any and all claims for injury to persons (including
death) or property arising out of or incident to any drilling, digging, grading,
excavation or other activities by or on behalf of Purchaser on the Property (the
foregoing indemnification by Purchaser shall be included as part of Purchasers
Indemnification Obligations).

Notwithstanding any term or provision herein to the contrary, the
provisions in this Agreement (including in this Section 4) relating to the
Investigations shall apply to all Investigations conducted by Purchaser and
Purchasers authorized agents, employees, consultants, architects, engineers and
contractors both prior to the Effective Date and from and after the Effective
Date until Closing or the termination of this Agreement. Purchaser will remain
liable to Seller for the full amount of damages suffered by Seller under this
Section 4, notwithstanding the completion of the Closing hereunder, the
termination of this Agreement by Purchaser or Seller, or a default by Purchaser
under this Agreement and the collection by Seller of liquidated damages (if
any).

(b) In the
event Purchaser elects to terminate Purchasers obligations in accordance with
the provisions of this Agreement, Purchaser shall deliver to Seller, without
warranty or representation as to accuracy, completeness or validity, a copy of
all surveys, engineering studies, development plans, and any other documents and
reports, that Purchaser may have obtained or developed from any source as a
result of the Investigations relating to the Property, and shall assign to
Seller, if assignable, all licenses and permits procured by the Purchaser
relating to the Property.

(c)
Purchaser shall have from the Effective Date untilDecember 24, 2007(the Review
Period) to examine the Property as provided in Section 4(a) above and
thereafter shall have such other rights to examine the Property to satisfy the
conditions described in Section 4(d) and to perform the Survey work under
Section 5 hereof. Purchaser may terminate this Agreement by written notice given
to Seller at any time prior to 5:00 p.m. Eastern

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Time on the last day of the Review Period.
In the event of such termination, all but $10 of the Binder Deposit shall be
refunded to Purchaser (with the retained $10 being paid to Seller in
consideration of the Review Period), this Agreement shall be deemed of no
further force and effect, and Purchaser and Seller shall have no further rights,
obligations or liabilities hereunder, save and except Purchasers
Indemnification Obligations which shall survive any such termination. In the
event Purchaser does not terminate this Agreement on or before the expiration of
the Review Period, then the Binder Deposit shall be deemed fully earned by
Seller and non-refundable except as otherwise set forth in Sections 5(b) or
11(a) below.

(d)
Notwithstanding the provisions of Section 4(c) above and the Investigations
conducted by Purchaser prior to the expiration of the Review Period, Purchasers
obligation to consummate the transactions contemplated by this Agreement shall
be subject to the following conditions, which must be satisfied to Purchasers
satisfaction or waived in writing by Purchaser on or prior to Closing:

(i)
Purchaser will have the right to perform Investigations as to the structural
integrity of the Building and if performed, such studies shall fail to identify
any material structural defects;

(ii)
Purchaser will have the right to perform Investigations as to the environmental
condition of the Property and if performed, such studies shall fail to identify
any material recognized environmental defects, failure to comply with applicable
laws or contamination requiring any remediation activity or which impacts the
current operations at the Property;

(iii)
Purchaser will have applied for incentives and/or credits under the Illinois
Economic Development for a Growing Economy program and Purchaser will have
received approval as to such incentives and/or credits.

In the event
that any such conditions are not satisfied by the latest date upon which the
Closing can occur pursuant to Section 6, Purchaser may terminate this Agreement
by written notice given to Seller. In the event of such termination, all but $10
of the Binder Deposit shall be refunded to Purchaser, this Agreement shall be
deemed of no further force and effect, and Purchaser and Seller shall have no
further rights, obligations or liabilities hereunder, save and except
Purchasers Indemnification Obligations, which shall survive any such
termination.

(e) Seller
shall promptly (and in any event within two (2) days after the Effective Date)
deliver to Purchaser a copy of Sellers current policy of or commitment for
title insurance and any other reports or studies relating to the Property or its
condition that are in Sellers actual possession or to which Seller has
reasonable access, including, without limitation (to the extent that Seller has
the same), surveys, geotechnical reports, and related documents, as-built
construction plans and engineering studies (collectively, Sellers
Documentation). In the event the Closing fails to occur for any reason,
Purchaser agrees to return promptly to Seller all copies in Purchasers
possession of Sellers Documentation, including any and all copies that are in
the possession of Purchasers consultants and agents. Purchaser agrees and
acknowledges that Sellers Documentation shall be delivered as a courtesy only
and without any warranty or representation as to the accuracy, completeness, or
validity of the same

(f) At least two business days
before the Closing, Purchaser and Seller shall conduct a physical inventory (the
Inventory) of the equipment, machinery, parts, supplies, fixtures, and owned
software, which shall comprise the Personal Property and be conveyed by Seller
to Purchaser with the Property. When completed, the Inventory shall be attached
to this Agreement as Exhibit C. Seller further represents and warrants that the
Personal Property included in the Property when the same was inspected by
Purchaser on December 7, 2007 will be included in the sale as of the Closing,
except for such items as will have been used in the ordinary course of business
by Seller. Purchaser acknowledges and agrees that Seller may work the raw
materials inventory down to negligible amounts by the time of the Closing.
Purchaser understands and acknowledges that some of the forklifts used by Seller
at the Property are leased by the Seller, and that Seller intends to return all
of the leased forklifts to the owner on or before the Closing, unless Purchaser
assumes the leases for the same pursuant to Section 7(d). Owned forklifts will
be transferred to Purchaser together with the Property. Should Purchaser elect
to purchase any of Sellers raw materials, Purchaser and Seller shall conduct a
separate physical inventory of the raw materials on the Property the day before
Closing, and confirm Sellers cost for the same to be paid by Purchaser to
Seller at Closing in a separate writing to be executed by both parties at
Closing.

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5. Title
and Survey. (a) Seller shall cause Chicago Title Insurance Company (the
Title Company, which shall also be the Escrow Agent and/or the Closing Agent)
to issue to Purchaser a current commitment for a standard ALTA 2006 form owners
policy of title insurance (the Title Commitment) setting forth the status of
title to the Property and committing the Title Company to issue at then-current
standard premium rates a standard ALTA 2006 form Owners Policy of Title
Insurance insuring Purchasers fee simple interest in the Property with gap
coverage. Seller shall also provide to Purchaser a current ALTA as-built
staked survey of the Property (the Survey). Any title encumbrances or
exceptions which are described on Exhibit B, attached hereto and incorporated
herein by reference, or which are disclosed by the Title Commitment and/or
Survey, to which Purchaser does not object within the Title Review Period (as
set forth in (b) below), shall be deemed to be permitted exceptions to the
status of Sellers title (Permitted Exceptions).

(b) Not
later than the fifth (5th) business
day following Purchasers receipt of both the Title Commitment and the Survey
(the Title Review Period), Purchaser shall give Seller written notice of any
objections to the marketability of Sellers title, including objections that are
disclosed by Purchasers examination of the Title Commitment or the Survey. The
failure of Purchaser to provide such notice to Seller on or before the
expiration of the Title Review Period shall constitute a waiver of all of
Purchasers rights under this Section 5 as such rights relate to title matters
of record and survey matters that would be revealed by a current, accurate
physical survey of the Property as of the expiration of the Title Review Period.
If Purchaser gives proper notice of objections as provided above, Seller shall
have ten (10) business days from receipt of written notice thereof to have such
objections satisfied (which may, for purposes of this Agreement, include causing
the Title Company to insure the Property without exception to such objection),
or to give Purchaser written notice of assurance that such objections shall be
satisfied at Closing, or to give Purchaser written notice of Sellers inability
or refusal to satisfy the objections. If such objections are not properly
satisfied within such ten (10) business day period, Purchaser, as its sole and
exclusive remedy, may elect either (i) to terminate this Agreement, or (ii) to
accept and approve all such unsatisfied objections and to complete the purchase
of the Property. Purchaser shall notify Seller of its election within five (5)
business days after receipt by Purchaser of Sellers written notice of Sellers
inability or refusal to satisfy the objections. If Purchaser elects to terminate
this Agreement as hereinabove provided, the Binder Deposit shall be returned to
Purchaser (minus $10) and the parties hereto shall have no further rights,
obligations or liabilities with respect to each other hereunder, except for
Purchasers Indemnification Obligations which shall survive such termination.
Intervening title exceptions and encumbrances which first arise on or after the
effective date of the Title Commitment shall be governed by the terms of Section
5(c) below.

(c) At
Closing, the closing attorney or agent conducting the Closing (the Closing
Agent) may hold the moneys representing the Purchase Price until Purchaser or
the Title Company updates the title examination and records the Deed (as
hereinafter defined). In the event there are any intervening title exceptions or
encumbrances revealed by such title update which first arise on or after the
effective date of the Title Commitment and which are not Permitted Exceptions
hereunder, the Purchaser shall advise Seller of same and the Closing shall be
delayed in order to permit Seller a reasonable opportunity to remedy the same;
provided Seller shall have no obligation to do so. If Seller determines that it
will not remedy the intervening matters (which remedy, for the purpose of this
Agreement, may be causing the Title Company to insure the Property without
exception for such intervening matter(s)) within a reasonable period of time,
Purchaser, as Purchasers sole remedy, shall elect within five (5) days
following notice of such determination by Seller either (i) to waive its
objection(s) to such intervening matter(s) and to close its purchase of the
Property, with no reduction in the Purchase Price, in which event such
intervening matter(s) shall be deemed Permitted Exceptions for purpose of this
Agreement, or (ii) to terminate this Agreement and receive a refund of the
Binder Deposit and the Purchase Price (if it has been paid), in which event
neither Purchaser or Seller shall have any further obligations to the other
hereunder, except for Purchasers Indemnification Obligations which shall
survive any such termination. If Purchaser fails to notify Seller of its
election within such five (5) day period, Purchaser shall be deemed conclusively
to have elected the option set forth in (i) above and the parties will proceed
immediately thereafter to Closing.

6.
Closing and Closing Date. The consummation of the sale by Seller and the
purchase by Purchaser of the Property (the Closing) shall occur no later than
January 31, 2008 (unless extended as a result of the provisions contained in
Section 5 above), at a mutually convenient time and location in Effingham,
Illinois (or such other location as to which the parties may mutually agree),
and may be accomplished by electronic,

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overnight, or facsimile delivery of
documents to and from the parties and the Closing Agent. At Closing, Seller
shall execute and deliver to Purchaser (i) a special warranty deed (the Deed)
conveying fee simple title to the Property to Purchaser, excepting only the
Permitted Exceptions and all easements, rights of way, restrictions and other
matters of record (other than any outstanding mortgages or deeds of trust or
other monetary liens (which shall not include the payment of real estate taxes,
which are addressed separately herein), which shall be paid and satisfied at
Closing), (ii) an Affidavit of Seller which has as its subject matter averments
that, with respect to the Property, there are no liens, or rights to a lien, for
services, labor or materials furnished and/or imposed by law and not shown by
the public records and such other matters as may be required by the Title
Company to delete the preprinted exceptions from the title policy, (iii) an
Affidavit of Seller stating that Seller is not a foreign person, as that term
is defined in §1445 of the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder, and otherwise in form and content sufficient
to eliminate Purchasers withholding obligations under §1445 with respect to the
sale and purchase of the Property, (iv) a Bill of Sale for the Personal Property
(with the Inventory attached as an exhibit thereto) substantially in the form
attached hereto as Exhibit E, and (v) any other documents deemed reasonably
necessary by Purchaser or the Closing Agent to consummate the transaction
contemplated herein in accordance with the terms of this Agreement, subject at
all times to Sellers prior review and approval, which shall not be unreasonably
withheld, delayed or conditioned. At Closing, Purchaser shall pay the Purchase
Price plus the amount fixed by the parties as the value of the raw materials
Purchaser may elect to purchase pursuant to Section 3 hereof; provided, however,
the parties expressly agree and acknowledge that Seller may leave a certain
amount of raw materials in the silo storage containers on the Property and
Purchaser shall not be required to pay any amount for such raw materials.

7.
Expenses and Prorations; Utilities. (a) All real property ad valorem
taxes applicable to the Property shall be prorated on a tax year basis as of the
date of Closing between Seller and Purchaser, such proration to be based upon
the most recently available tax rate and valuation with respect to the Property;
provided, however, that upon the issuance of the tax bills for such taxes for
the year of Closing, if the actual taxes for the year of Closing vary from the
amount estimated for such taxes at Closing by $200.00 or more, Purchaser and
Seller shall promptly make such adjustments as may be necessary to insure that
the actual amount of such taxes for the year of Closing shall be prorated
between Purchaser and Seller as of the date of Closing. All income and rents due
(if any) or expenses paid (if any) or due (if any) for the month in which
Closing occurs shall be prorated as of the date of Closing between Seller and
Purchaser.

(b) Seller
shall, at the Closing, pay Sellers attorneys fees, the cost of preparing the
Deed, fifty percent (50%) of the fees and costs charged by the Closing Agent
(the Closing Agents Fees), the costs of the Survey, the premium for
Purchasers Owners policy of title insurance, including gap coverage (but not
including charges for any endorsements to such policy which Purchaser may
desire), all confirmed governmental or private assessments which are due and
payable on or before the date of Closing, and, except as specifically provided
for otherwise hereunder, any other costs customarily paid by sellers of real
property in the State of Illinois in similar commercial transactions.

(c)
Purchaser shall pay, at or prior to Closing, all costs incurred in performing
the Investigations, fifty percent (50%) of the Closing Agents Fees, the cost of
any endorsements to Purchasers Owners title insurance policy and the premium
for Purchasers lenders (if any) policy of title insurance, Purchasers
attorneys fees, all other expenses incurred by Purchaser in acquiring the
Property, and, except as specifically provided for otherwise hereunder, all
other costs customarily paid by buyers of real property in the State of Illinois
in similar commercial transactions. Purchaser shall take title to the Property
subject to all pending governmental or private assessments, if any. The costs of
all recording fees with respect to the Deed from Seller to Purchaser and all
documentary stamp, revenue, or transfer taxes and fees imposed or levied by any
governmental authority with respect to the sale and transfer of the Property to
Purchaser, will be paid by either Seller or Purchaser in accordance with custom
and practice in the State of Illinois in similar commercial
transactions.

(d) Sellers
existing leases are described on Exhibit D hereto. Purchaser will assume those
leases so indicated on Exhibit D and may at its election assume those leases so
indicated on Exhibit D by notice to Seller within the timeframe specified on
Exhibit D. Certain leases may not be assumed by Purchaser and are so indicated
on Exhibit D. Seller will cooperate with Purchaser in having all utilities
serving the Property (including, without

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limitation, electricity, gas, water,
sewer, and telephone service) transferred into Purchasers name as of the date
of Closing, provided, however, Seller shall be entitled to receive any and all
deposits associated with the utilities, and Seller shall be solely responsible
to pay the balances due to the utility providers through the date of Closing.
Seller shall transfer and Purchaser shall assume the wastewater discharge permit
for the Property.

8.
Representations and Warranties of Seller. Seller hereby makes the
following express representations and warranties with respect to the Seller,
which are true, as of the Effective Date and which shall be true as of the date
of Closing:

(a) Seller is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of North Carolina, has the
authority and power to enter into this Agreement and to consummate the
transactions contemplated herein, and upon execution hereof will be legally
obligated to Purchaser in accordance with the terms and conditions of this
Agreement. There are no attachments, executions, assignments for the benefit of
creditors, receiverships, conservatorship or voluntary or involuntary
proceedings in bankruptcy or pursuant to any debtor relief laws pending against
Seller which would affect the Property or the Personal Property or the ability
of Seller to proceed with the transactions contemplated hereby.

(b) This
Agreement and all documents that are to be executed by Seller and delivered to
Purchaser at Closing are, or at the time of Closing, as applicable, will be,
duly authorized, executed and delivered by Seller, and all consents required
under Sellers organizational documents, by law or under any agreements to which
Seller may be subject have been obtained, except for any such consent
requirements which will be rendered inapplicable if Seller consummates this
transaction and the proceeds are used to satisfy Sellers obligations to any
such party from whom consent would otherwise be required. The individual
executing this Agreement on behalf of Seller is duly authorized and empowered to
enter into this Agreement. This Agreement and all such documents will not
violate any provisions of any agreement or judicial order to which Seller is a
party or to which Seller, the Property, or the Personal Property is
subject.

(c) This
Agreement constitutes the legal, valid and binding obligation of Seller,
enforceable against Seller in accordance with its terms. The execution,
delivery, and performance by Seller of this Agreement and any other instruments
and documents to be executed and delivered in connection with this Agreement by
Seller do not, and will not, result in any violation of, or conflict with, or
constitute a default under, the provisions of any mortgage, deed of trust,
indenture, lease, security agreement, or other instrument or agreement (except
for any as to which consent requirements will be rendered inapplicable pursuant
to Section 8(b) above), or any law, regulation, rule, requirement, agreement,
restriction, order, writ, decree, or judgment to which Seller or by which Seller
is bound or to which Seller is subject.

(d) Seller
currently receives real estate tax abatements at the Property. Purchaser has
been advised by governmental authorities that such abatements are transferable
to Purchaser at Closing and Seller will use its reasonable best efforts to
cooperate in any such transfer to Purchaser at Closing by executing any and all
necessary or appropriate documents and otherwise assisting Purchaser in such
transfer, although Seller shall not be required to incur out of pocket expenses
or other obligations in this regard.

9.
Covenants of Seller. Seller hereby covenants and agrees that, from and
after the Effective Date until the date of Closing, Seller shall not, without
the prior written consent of Purchaser, materially change or alter the physical
condition of the Property, or grant or otherwise create or consent to the
creation of any easement, restriction, lien, assessment or encumbrance affecting
the Property or any portion or portions thereof, or pursue or consent to the
pursuit of any rezoning of the Property or any portion or portions
thereof.

10.
Representations, Warranties, and Covenants of Purchaser. (a) Purchaser
hereby represents and warrants that Purchaser is a duly formed and validly
existing corporation under the laws of the State of Indiana. All action required
by Purchasers organizational documents to effectuate this transaction
(including the consent of all shareholders, directors, owners, or members, if
necessary) has been taken, and Purchaser has full power and right to enter into
and perform Purchasers obligations under this Agreement and to purchase the
Property as herein provided. This Agreement has been duly executed and delivered
on behalf of Purchaser. The individual executing this Agreement on behalf of
Purchaser is duly authorized and empowered to enter into this Agreement. This
Agreement constitutes the legal, valid and binding obligations of the Purchaser,
enforceable against Purchaser

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in accordance with its terms. The
execution, delivery, and performance by Purchaser of this Agreement and any
other instruments and documents to be executed and delivered in connection with
this Agreement by Purchaser do not, and will not, result in any violation of, or
conflict with, or constitute a default under, the provisions of any mortgage,
deed of trust, indenture, lease, security agreement, or other instrument or
agreement, or any law, regulation, rule, requirement, agreement, restriction,
order, writ, decree, or judgment to which Purchaser or by which Purchaser is
bound or to which Purchaser is subject.

(b)OFAC Certification. Purchaser hereby certifies, for itself and on behalf of its individual
partners, shareholders, members, beneficiaries, or owners, that:

(i) Neither
Purchaser, nor any individual partner, shareholder, member, beneficiary, or
owner, is acting, directly or indirectly, for or on behalf of any person, group,
entity, or nation named by any Executive Order or the United States Treasury
Department as a terrorist, Specially Designated National and Blocked Person,
or other banned or blocked person, entity, nation, or transaction pursuant to
any law, order, rule, or regulation that is enforced or administered by the
Office of Foreign Assets Control; and,

(ii) Neither
Purchaser, nor any individual partner, shareholder, member, beneficiary, or
owner, is engaged in this transaction, directly or indirectly, on behalf of, or
instigating or facilitating this transaction, directly or indirectly, on behalf
of any such person, group, entity, or nation.

Purchaser
hereby agrees to defend, indemnify, and hold harmless Seller from and against
any and all claims, damages, losses, risks, liabilities, and expenses (including
reasonable attorneys fees at all tribunal levels) arising from or related to
any breach of the certifications set forth in this subsection 10(b) and shall be
deemed a part of Purchasers Indemnification Obligations.

(c) Seller
shall terminate, effective as of Closing, all employment agreements or
employment relationships it has with its employees at the Property. A list of
the current employees is attached hereto as Exhibit F. Purchaser agrees to use
its reasonable best efforts to hire and employ all such terminated employees
(except those terminated employees who do not fulfill Purchasers ordinary
pre-employment requisites, such as background checks and drug tests) effective
on the day following the Closing Purchaser shall pay any such hired employee in
accordance with its wage scale which is to be comparable to Sellers wage scale
and Purchaser expects to maintain comparable types and levels of benefits as
Seller provided the employees on the date of Closing (including recognizing the
years of service each employee had with Seller as being the same years of
service each employee has with Purchaser as of the date of Closing).
Notwithstanding Purchasers hiring of Sellers terminated employees, Purchaser
specifically shall not assume, and Seller shall remain liable for, any
obligation or liability to employees of Seller or any governmental agencies or
authorities, regardless of whether such employee is subsequently employed by
Purchaser, which arise out of, or relate to, or involve, such employees
relationship with Seller. Within five (5) business days after the execution
hereof, Seller will provide to Purchaser all information concerning wages and
benefits for Sellers employees. Furthermore, Seller will permit Purchaser to
review employment files of current employees at the Property, provided that this
information is held by Purchaser in confidence, and from and after December 26,
2007 Seller will permit Purchaser to interview such employees.

(d)
PURCHASER EXPRESSLY AGREES, UNDERSTANDS, AND ACCEPTS THAT THE PROPERTY AND THE
PERSONAL PROPERTY ARE BEING OFFERED BY THE SELLER IN AS IS, WHERE IS, AND WITH
ALL FAULTS CONDITION, AND, EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR IN THE
DEED OR THE BILL OF SALE, WITH ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES OF
ANY KIND, EXPRESS OR IMPLIED (EXCEPT WARRANTY OF TITLE), INCLUDING, WITHOUT
LIMITATION, WARRANTY AS TO: THE CONDITION OF THE LAND; THE HABITABILITY ORCONDITION OF ANY BUILDINGS OR IMPROVEMENTS; THE
STATUS, OPERABILITY OR CONDITION OF ANY FIXTURES, EQUIPMENT, MACHINERY,
PLUMBING, ELECTRICAL, HVAC, HYDRAULICS, OR ANY OTHER SYSTEMS OR APPARATUS
INSTALLED ON OR SERVING THE PROPERTY OR COMPRISING ANY PART OF THE PERSONAL
PROPERTY; THE SUITABILITY OR FITNESS OF THE PROPERTY OR THE PERSONAL PROPERTY
FOR ANY PARTICULAR USE; INCOME POTENTIAL; OPERATING EXPENSES; MARKETABILITY;
COMPLIANCE WITH ANY ZONING ORDINANCES

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OR ANY OTHER LAWS, RULES, AND REGULATIONS;
OR ANY ENVIRONMENTAL MATTERS,INCLUDING, BUT NOT
LIMITED TO, THE PRESENCE OF HAZARDOUS MATERIALS OR HAZARDOUS WASTE. PURCHASER,
MOREOVER, ACKNOWLEDGES (I) THAT PURCHASER HAS ENTEREDINTO THIS AGREEMENT WITH THE INTENTION OF MAKING AND RELYING UPON ITS OWN
INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC AND LEGAL CONDITION OF
THE PROPERTY AND (II) EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THAT IT HAS NOT
RELIED IN ANY MANNER UPON ANY STATEMENTS BY SELLER OR ANY AGENT OF SELLER, OR
UPON ANY OF SELLERS DOCUMENTATION, AND (III) THAT IT HAS NOT RECEIVED FROM
SELLER ANY ACCOUNTING, TAX, LEGAL, ARCHITECTURAL, ENGINEERING, PROPERTY
MANAGEMENT, ENVIRONMENTAL, OR OTHER ADVICE WITH RESPECT TO THIS TRANSACTION AND
IS RELYING SOLELY UPON THE ADVICE OF ITS OWN ACCOUNTING, TAX, LEGAL,
ARCHITECTURAL, ENGINEERING, PROPERTY MANAGEMENT, ENVIRONMENTAL, AND OTHER
ADVISORS.

11.
Defaults. (a) In the event Seller fails to comply with or perform any of
the covenants, agreements and obligations to be performed by Seller under the
terms and provisions of this Agreement, Purchaser shall give Seller written
notice of such failure. If Seller shall fail to cure such default within five
(5) days after receipt of Purchasers written notice thereof (the Sellers Cure
Period), Purchaser shall have the right and option, as Purchasers sole and
exclusive remedy, to either (i) terminate this Agreement upon written notice to
Seller at any time after the expiration of the Sellers Cure Period, whereupon
the Binder Deposit shall be refunded to Purchaser and the parties hereto shall
have no further rights, obligations or liabilities with respect to each other
hereunder, (except for Purchasers Indemnification Obligations which shall
survive such termination), or (ii) demand and compel by an action for specific
performance or similar legal proceedings, if necessary, the immediate conveyance
of the Property by Seller in compliance with the terms and conditions of this
Agreement.

(b) If the
sale and purchase of the Property is not consummated on account of Purchasers
default hereunder, Seller shall give Purchaser written notice of such default.
If Purchaser shall fail to cure such default within five (5) days after receipt
of Sellers written notice thereof (the Purchasers Cure Period), Seller shall
be entitled to terminate this Agreement upon written notice to Purchaser at any
time after the expiration of the Purchasers Cure Period (and Purchasers
Indemnification Obligations shall survive such termination), to retain the
Binder Deposit and to recover Sellers out of pocket expenses plus any damages
incurred by Seller in excess of the amount of the Binder Deposit as a result of
Purchasers breach, which excess amount shall be capped at $1,000,000.
Notwithstanding the foregoing, in the event Purchaser fails to pay the Binder
Deposit within the time specified by the applicable provisions of this
Agreement, Seller shall not be required to deliver any notice of such default
prior to immediately exercising its rights or remedies hereunder.

12.
Possession of Property. Seller shall deliver to Purchaser full and
exclusive possession of the Property on the date of Closing; provided, however,
Purchaser agrees that Seller shall retain the right to store certain materials,
inventories, equipment, supplies, and other personal property not sold to
Purchaser hereunder on one (1) full row of the storage racking system located in
the distribution warehouse portion of the Building for up to fifteen (15) days
following Closing (the Holding Period). Purchaser shall exercise ordinary care
and prudence with respect to Sellers personal property remaining in the
Building during the Holding Period. On or before the expiration of the Holding
Period, Purchaser shall forklift all such personal property of Seller at
Sellers direction out of the Building on to Sellers transportation vehicle(s),
and Seller hereby releases and holds Purchaser harmless from and against any
damage or loss to Sellers personal property which is handled by Purchaser as
contemplated hereby, except for any damages caused as a result of Purchasers
gross negligence.

13.
Damage or Destruction / Condemnation. (a) Until the Closing, the risk of
loss or damage to the Property shall be borne by the Seller. In the event the
Property is damaged so that the Property cannot be conveyed in substantially the
same condition as it was at the time of this Agreement, Purchaser shall have the
option of either (i) terminating this Agreement by giving written notice thereof
to Seller, whereupon the Binder Deposit shall be refunded to the Purchaser and
the parties shall have no further rights, obligations or liabilities to each
other hereunder (except for Purchasers Indemnification Obligations which shall
survive such termination), or (ii) requiring Seller to convey the Property to
Purchaser pursuant to the terms and provisions hereof and to transfer

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and assign to Purchaser at Closing all of
Sellers right, title and interest in and to any insurance proceeds which may be
available by reason of such damage or casualty. Seller represents and warrants
to Purchaser that Sellers deductible under its property casualty insurance
policy is $75,000.

(b) In the
event the Property, or any material portion or portions thereof which are
necessary for the Propertys use as of the Effective Date, shall be taken or
condemned by any governmental authority or other entity prior to the date of
Closing, or in the event Purchaser receives notice of a proposed taking prior to
the date of Closing, Purchaser shall have the option of either (i) terminating
this Agreement by giving written notice thereof to Seller, whereupon the Binder
Deposit shall be refunded to the Purchaser and the parties shall have no further
rights, obligations or liabilities to each other hereunder (except for
Purchasers Indemnification Obligations which shall survive such termination),
or (ii) requiring Seller to convey the remaining portion of the Property to
Purchaser pursuant to the terms and provisions hereof and to transfer and assign
to Purchaser at Closing all of Sellers right, title and interest in and to any
award made or to be made by reason of such condemnation. Seller and Purchaser
hereby further agree that Purchaser shall have the right to participate in all
negotiations with any such governmental authority relating to the Property or to
the compensation to be paid for any portion or portions thereof condemned by
such governmental authority or other entity.

14.
Brokers Commission. Seller represents and warrants to Purchaser that
Hart Corporation (the Broker) has acted as its sole broker in connection with
the sale of the Property. Seller shall pay the Broker a real estate sales
commission pursuant to Sellers separate agreement with the Broker. Purchaser
shall and does hereby indemnify and hold harmless Seller from and against any
claim for any real estate sales commission, finders fees or like compensation
in connection with the sale contemplated hereby and arising out of any act or
agreement of Purchaser which may be claimed or asserted by any other
broker.

15.
Notices. Any notices which may be permitted or required hereunder shall
be in writing and sent to the address set forth below, and shall be deemed to
have been duly given as of the date and time (a) the same are personally
delivered (signature release required), or (b) if delivered by overnight courier
guaranteeing next business day delivery (signature release required), one (1)
business day after the deposit thereof with a reputable overnight courier with
all delivery charges prepaid, or (c) if sent by facsimile, on the day such
facsimile is transmitted (or on the first business day following such
transmittal if such transmittal is sent on a non-business day), provided the
original notice must also be sent by one of the other permitted means as
provided herein in this Section 15 or (d) the date delivery of the same is
refused.

**SELLER:**Krispy Kreme Doughnut
Corporation370 Knollwood Street, Suite
500                                       
Winston-Salem, North Carolina
27103                                       
Attention: General
Counsel                                       
Telephone:
336-733-3725         
                             
Telecopier: 336-726-8253

With a copy
to:        Scott T. Horn,
Esquire                                       
Allman Spry Leggett & Crumpler,
P.A.                                       
380 Knollwood Street, Suite
700                                       
Winston-Salem, North Carolina
27103                                       
Telephone:
336-722-2300                                       
Telecopier: 336-721-0414

**PURCHASER:**Harlan Bakeries,
Inc.7597 E. U.S. Highway
36                                       
Avon, Indiana
46123                                       
Attention: Hal P.
Harlan                                       
Telephone:
317-894-8270                                       
Telecopier: 317-894-8290

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With a copy
to:         Roberts E.
InveissBose McKinney & Evans
LLP                                       
135 N. Pennsylvania
Street                                       
2700 First Indiana
Plaza                                       
Indianapolis, Indiana
46204                                       
Telephone:
317-684-5373                                       
Telecopier: 317-223-0373

16.
General Provisions. No failure of either party to exercise any power
given hereunder or to insist upon strict compliance with any obligation
specified herein, and no custom or practice at variance with the terms hereof,
shall constitute a waiver of either partys right to demand exact compliance
with the terms hereof. This Agreement contains the entire agreement of the
parties hereto, and no representations, inducements, promises or agreements,
oral or otherwise, between the parties not embodied herein shall be of any force
or effect. Any amendment to this Agreement shall not be binding upon any of the
parties hereto unless such amendment is in writing and executed by both Seller
and Purchaser. The provisions of this Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs,
administrators, executors, personal representatives, and successors. This
Agreement shall not be assignable by Purchaser, however, at the election of
Purchaser, this Agreement may be assigned, and this transaction may be closed in
the name of, and the Deed delivered to, Harlan Development Company, LLC, or a
subsidiary or affiliate of Purchaser or Harlan Development Company, LLC. Subject
to Section 17 below, time is of the essence with respect to all provisions of
this Agreement. This Agreement and all amendments hereto shall be governed by
and construed under the laws of the state in which the Property is located. This
Agreement may be executed in multiple counterparts, each of which shall
constitute an original, but all of which taken together shall constitute one and
the same agreement. All personal pronouns used in this Agreement, whether used
in the masculine, feminine or neuter gender, shall include all genders, the
singular shall include the plural and vice versa. The headings inserted at the
beginning of each paragraph are for convenience only, and do not add to or
subtract from the meaning of the contents of each paragraph or section. Seller
and Purchaser do hereby covenant and agree that such documents as may be legally
necessary or otherwise appropriate to carry out the terms of this Agreement
shall be executed and delivered by each party at the Closing, and that the
parties will cooperate with one another after the Closing to execute such
additional documents as may be necessary to carry out such terms.

17. Day
for Performance. Wherever herein there is a day or time period established
for performance and such day or the expiration of such time period is a
Saturday, Sunday or legal holiday, then such time for performance shall be
automatically extended to the next business day.

18.
Survival of Provisions. All covenants, warranties and agreements set
forth in this Agreement shall survive the Closing of the transaction
contemplated hereby and shall survive the execution or delivery of any and all
deeds and other documents at any time executed or delivered under, pursuant to
or by reason of this Agreement, and shall survive the payment of all monies made
under, pursuant to or by reason of this Agreement.

19.
Severability. This Agreement is intended to be performed in accordance
with, and only to the extent permitted by, all applicable laws, ordinances,
rules and regulations. If any provision of this Agreement, or the application
thereof to any person or circumstance, shall for any reason and to any extent be
invalid or unenforceable, the remainder of this Agreement and the application of
such provision to other persons or circumstances shall not be affected thereby
but rather shall be enforced to the greatest extent permitted by law.

20.
Attorneys Fees. In the event suit is brought to enforce or interpret all
or any portion of this Agreement or in the event suit is brought for any default
or alleged default hereunder, the prevailing party in such suit shall be
entitled to recover from the other party reasonable attorneys fees incurred by
the prevailing party in connection with such suit. Without limiting the
generality of the foregoing, reasonable attorneys fees under this Agreement
shall never exceed the attorneys fees amount determined at the normal hourly
rate charged by the person doing the work, regardless of whether such fees bear
a reasonable relationship to the relief obtained.

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21.
Public Statements; Confidentiality. Seller and Purchaser agree that,
unless otherwise required by law, they will not make any public statement,
including without limitation, any press release, with respect to this Agreement
and the transactions contemplated hereby without first allowing the other party
an opportunity to review such statement and render an approval thereof. It is
the intention of this subparagraph that Seller and Purchaser must agree as to
the timing and content of any information contained in any public statement or
press release regarding the transaction contemplated hereby. The parties agree
to exercise reasonableness when asked to consent to the content of any such
press release or other public statement regarding this transaction.
Notwithstanding the above, either party may make any public disclosure required
by law (such as disclosures required by Form 8-K) without the consent of the
other party. Any information supplied by Seller to Purchaser pursuant hereto
will be treated as confidential and will not be communicated to any third
parties (other than Purchasers counsel, accountants and other experts advising
Purchaser in connection with this transaction). Such information will be made
available by Purchaser only on a need to know basis. The obligation of
confidentiality does not apply to any information which: (i) was in the public
domain at the time of its communication to Purchaser or its representative, (ii)
enters the public domain through no fault of Purchaser subsequent to the time of
its communication to Purchaser, and (iii) was in the possession of Purchaser
free of any obligation of confidence at the time of its communication to
Purchaser or its representatives.

[SIGNATURE PAGES FOLLOW]

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SIGNATURE PAGE TO REAL PROPERTY PURCHASE
AGREEMENT BY AND BETWEENKRISPY KREME
DOUGHNUT CORPORATION, SELLER, and HARLAN BAKERIES, INC.,
PURCHASER

IN
WITNESS WHEREOF,Purchaser has caused this
Agreement to be executed (in multiple originals, one of which is retained by
each party hereto) this 21st day of December, 2007, as an offer to Seller upon
the terms and conditions herein contained.

PURCHASER:HARLAN
      BAKERIES, INC.By:
    /s/Hugh P. HarlanName:
    Hugh P. HarlanTitle:
    President


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SIGNATURE PAGE TO REAL PROPERTY PURCHASE
AGREEMENT BY AND BETWEENKRISPY KREME
DOUGHNUT CORPORATION, SELLER, and HARLAN BAKERIES, INC.,
PURCHASER

IN
ACCEPTANCE HEREOF,Seller has caused this
Agreement to be executed (in multiple originals, one of which is retained by
each party hereto) by its duly authorized officer this 21st day of December,
2007, (which date shall be inserted as the Effective Date on the first page of
this Agreement) as an acceptance of the foregoing offer of Purchaser.

SELLER:KRISPY KREME
      DOUGHNUT CORPORATION,a North Carolina corporationBy:
    /s/ M. Bradley WallName:
    M. Bradley WallTitle:
    SVP  Supply Chain


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