Trademark License Agreement Dated 5/27/96

EXHIBIT 10.22


TRADEMARK LICENSE AGREEMENT


This Agreement, effective as of the 27th day of May, 1996, is made between HDN Development Corporation, a Delaware corporation with offices in Florence, Kentucky ("HDN"), and Krispy Kreme Doughnut Corporation, a North Carolina corporation with offices in Winston-Salem, North Carolina ("Krispy Kreme").


RECITALS


WHEREAS, HDN is the owner of all right, title and interest in and to those certain trademarks, trade names and service marks, and all related registrations and applications for registration, as more particularly identified on Exhibit A which is attached hereto and made a part hereof (collectively, the "Trademarks").


WHEREAS, Krispy Kreme desires to acquire the right to use the Trademarks: (i) at all of its retail locations; (ii) at the locations in which it distributes the Licensed Products; (iii) as part of its corporate name; and (iv) in connection with its business of manufacturing, packaging, selling, marketing, and distributing the Licensed Products under the Trademarks in the Territory, and to franchise or sub-license the right to do the same to franchisees, sublicensees, affiliates and subsidiaries of Krispy Kreme;


WHEREAS, HDN is willing to authorize and license Krispy Kreme such rights under the Trademarks.


NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are acknowledged by the parties, HDN and Krispy Kreme, intending to be legally bound, agree as follows:


ARTICLE I - DEFINITIONS


1.1 "Trademarks" shall mean all those certain registered and
unregistered trade names, trademarks, service marks, and all
related registrations and applications for registration,
identified on Exhibit A hereto, and any future trade names,
trademarks and service marks added to the scope of this
Agreement by the mutual agreement of the parties.


1.2 "Licensed Products" shall mean all services and products of
Krispy Kreme delivered under the Trademarks, including but not
limited to fresh and frozen doughnuts, fried pies, honeybuns,
bagels, muffins, sweet rolls, all products sold at Krispy
Kreme retail locations and such other products as the parties
shall agree from time to time.


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1.3 "Territory" shall mean the world.


1.4 "Affiliate" or "Subsidiary" - shall mean any entity in which
Krispy Kreme owns at least a majority of the voting control of
such entity.


1.5 "Franchisee" or "Sublicensee" - shall mean any entity in which
Krispy Kreme does not own a majority of the voting control of
such entity to whom Krispy Kreme grants a franchise or
sublicense of the Trademarks.


ARTICLE II - GRANT OF LICENSE


2.1 HDN grants Krispy Kreme the non-exclusive, non-assignable
right and license to use the Trademarks in Krispy Kreme's
corporate name and in connection with the manufacture,
packaging, sale, marketing, and distribution of the Licensed
Products within the Territory.


2.2 HDN further authorizes Krispy Kreme to grant appropriate
sublicenses hereunder to Affiliates or Subsidiaries, all
subject to the terms and conditions hereinafter stated.


2.3 HDN further authorizes Krispy Kreme to franchise and
sublicense the Trademarks to Franchisees and Sublicensees, all
subject to the terms and conditions hereinafter stated. This
authorization is conditioned, however, upon such Franchisee or
Sublicensee paying to HDN a Franchise Fee as provided in
Section 7.2 hereunder. HDN reserves the right to disallow any
Franchise or Sublicense of the Trademarks within 30 days of
HDN receiving notice of the grant of such Franchise or
Sublicense.


2.4 It is the intent of the parties to this Agreement to permit
Krispy Kreme to utilize the Trademarks at such retail
locations as it may operate, or, in the case of Franchisees
or Sublicensees of Krispy Kreme, at such locations as may be
operated by such Franchisees or Sublicensees, and at the
locations in which Krispy Kreme distributes the Licensed
Products. Additionally, the parties intend that Krispy Kreme
will utilize the Trademarks at non-retail locations for the
limited purposes of labeling, packaging, advertisement and for
use in its corporate name.


ARTICLE III - QUALITY CONTROL


3.1 HDN shall have the right to exercise quality control over
Krispy Kreme's use of the Trademarks and Licensed Products to
a degree reasonably necessary to maintain the validity of the
Trademarks and to protect the goodwill associated therewith.
HDN recognizes and approves the quality of Krispy Kreme
products


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heretofore sold by Krispy Kreme under the trademarks now
termed the Trademarks in the territory now termed the
Territory.


3.2 Krispy Kreme shall use the Trademarks on or in connection only
with those Licensed Products that conform to the
specifications and standards of quality which HDN prescribes.
HDN adopts as said standards of quality those standards
embodied in said products sold heretofore by Krispy Kreme, and
Krispy Kreme will not deviate materially from those standards
without prior written approval from HDN.


3.3 In order to verify compliance with Paragraph 3.2 hereof, HDN
may from time to time require Krispy Kreme to submit samples
of Licensed Products, packaging and promotional materials
therefor, and other items bearing the Trademarks, and HDN, or
its delegate, may inspect the Licensed Products, packaging, or
promotional materials on Krispy Kreme's premises during
business hours, upon forty-eight (48) hours advance notice.


3.4 In order to further verify compliance with Paragraph 3.2
hereof, Krispy Kreme shall be required to submit to HDN a
quarterly progress report summary and information concerning
the number of customer complaints. The report submitted to HDN
(which will accompany the quarterly progress report summary)
shall be in a form substantially similar to the form attached
as Exhibit B to this Agreement, and shall be submitted to HDN
no later than thirty (30) days after the last day of each
fiscal quarter of Krispy Kreme.


3.5 Krispy Kreme shall use its best efforts to ensure that the
Licensed Products, and packaging or promotional materials
therefor, comply with all applicable ordinances, laws, and
statutes governing the manufacture, packaging, promotion, and
sale of such products.


ARTICLE IV - USE OF THE TRADEMARKS


4.1 Krispy Kreme shall use its best efforts to promote and extend
demand for the Licensed Products sold under the Trademarks in
the Territory.


4.2 Krispy Kreme recognizes the great value and goodwill
associated with the Trademarks and acknowledges HDN's
ownership in same. Krispy Kreme is a related company as
defined in Section 45 of the Trademark Act of the United
States, 15 U.S.C. ss. 1127, and Krispy Kreme's use of the
Trademarks inures to the benefit of HDN for all purposes
including trademark registration. Krispy Kreme shall not,
however:


(a) challenge the validity of the Trademarks or any
registration therefor;


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(b) contest the fact that its rights under this Agreement
are solely those of a licensee;


(c) attempt to register any of the Trademarks in its own
name;


(d) use the Trademarks in any manner that would
jeopardize HDN's rights in the Trademarks; or


(e) knowingly do any act that would invalidate or be
likely to invalidate the HDN's trademark
registrations.


4.3 Krispy Kreme shall affix as a trademark registration notice to
the Licensed Products, and on the packaging, advertising,
promotional items used in conjunction with the Licensed
Products, the symbol 0 for registered trademarks and TM for
unregistered trademarks.


4.4 Krispy Kreme may not combine the Trademarks with any other
marks, names or symbols unless it obtains HDN's prior written
consent.


4.5 Krispy Kreme may not make any significant change in the
presentation of the Trademarks as affixed to the Licensed
Products, or used on packaging or promotional materials,
unless it obtains HDN's prior written consent.


4.6 HDN shall be responsible for trademark registration and
maintenance. Krispy Kreme shall cooperate with HDN and shall
execute any documents reasonably required by HDN or supply HDN
with any samples or other materials reasonably necessary to
maintain the Trademarks.


4.7 Krispy Kreme is authorized to use the Trademarks in connection
with the advertisement of its products and services in any
manner it deems appropriate, including without limitation use
of the Trademarks on apparel, print media, radio and
television. This authorization is conditioned, however, on
such advertising complying with all applicable local, state
and federal laws. Also, if sales of advertising products are
made by Krispy Kreme, such sales will be included with the
calculation of the Royalty under Section 7.1 of this
Agreement.


ARTICLE V - TRADEMARK ENFORCEMENT


5.1 In the event that Krispy Kreme learns of any infringement or
unauthorized use of any of the Trademarks, it shall promptly
notify HDN. HDN has the right to transmit notices of
infringement to or bring infringement actions against
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