COLLATERAL REPURCHASE AGREEMENT

THIS COLLATERAL REPURCHASE AGREEMENT, made as of the 2nd day of January, 1998, by and among BONNIE SILVEY VANDEGRIFT, a resident of Transylvania County, North Carolina, and BREVARD TENNIS AND ATHLETIC CLUB, INCORPORATED, a North Carolina corporation (collectively, the "Borrower"); KRISPY KREME DOUGHNUT CORPORATION, a North Carolina corporation (the "Company"); and BRANCH BANKING AND TRUST COMPANY, a national banking institution ("BB&T").

RECITALS:

A. BB&T has on this date extended credit to the Borrower in the aggregate principal sum of Three Hundred Twenty-Six Thousand and no/100 Dollars ($326,000.00) (the "Indebtedness"), evidenced by a Promissory Note of even date herewith executed and delivered by the Borrower to BB&T.

B. The Indebtedness is secured, in part, by a pledge by Bonnie Silvey Vandegrift ("Pledgor") of all of the common voting stock of the Company owned by Pledgor (the "Pledged Stock"), pursuant to a pledge agreement of even date herewith executed by and between Pledgor and BB&T (the "Pledge Agreement,"); the Pledge Agreement, and all other documents, instruments and agreements executed to evidence, create or secure the Indebtedness are herein called the "Loan Documents").

C. The Pledged Stock is subject to a stock purchase agreement dated July 1, 1984 executed by and among the Company and its shareholders (as it may be amended) (the "Stock Purchase Agreement"), which Stock Purchase Agreement has been consented and agreed to by Pledgor.

D. In order to induce BB&T to make the loans giving rise to the Indebtedness, the Company has agreed to purchase all or part of the Pledged Stock in the event of a default under the Note or any of the Loan Documents in accordance with the terms of this Agreement.

E. BB&T has required the execution and delivery of this Agreement by the parties hereto as a condition to making the loans comprising the Indebtedness.

NOW, THEREFORE, in consideration of the premises and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Election by BB&T to Cause the Company to Purchase the Pledged Stock. Upon a default under the Note or any of the Loan Documents (hereinafter referred to as a "Default"), BB&T may give notice to the Company and the Borrower, requiring the Company to purchase, and the Pledgor to sell, the Pledged Stock in the following manner and upon the following terms. The notice shall specify whether the purchase is to be made (a) from the Pledgor prior to the commencement of proceedings by BB&T to exercise its rights and remedies as a secured party against the Pledged Stock, or (b) at a private sale ("Private Sale") conducted pursuant to the terms of the Pledged Agreement and applicable law. For purposes of determining the time as of which such purchase price is to be determined, the Pledgor and BB&T agree that such notice shall constitute written notice of a proposed transfer, disposition or sale of its Pledged Stock under paragraph 2 (a) of the Stock Purchase Agreement. At the Closing (as defined in Paragraph 3 hereof), the Company shall pay to BB&T and not to the Borrower or Pledgor, in United States dollars and in immediately available funds, a purchase price determined in accordance with the Stock Purchase Agreement. If the purchase price of the Pledged Stock is greater than the then outstanding Indebtedness (including accrued but unpaid interest and allot her sums owed by Borrower to BB&T pursuant to the terms of the Note and the Loan Documents), then the Company shall be required to purchase hereunder only so much of the Pledged Stock as is necessary to pay in full the Indebtedness. Inconsideration of the purchase price received by BB&T, the Pledgor shall transfer title to the Pledged Stock (or so much therefor as shall be purchased) to the Company or in the event the sale is at a

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