ARTICLES OF INCORPORATION

OF
KRISPY KREME DOUGHNUTS, INC.

The undersigned hereby submits these Articles of Incorporation for the purpose
of forming a business corporation under and by virtue of the laws of the State
of North Carolina:

ARTICLE I.

The name of the corporation is KRISPY KREME DOUGHNUTS, INC.

ARTICLE II.

The period of duration of the corporation is perpetual.

ARTICLE III.

The purposes for which the corporation is organized are to engage in any lawful
act or activity for which corporations may be organized under Chapter 55 of the
General Statutes of North Carolina, and nothing contained herein shall in any
way limit or restrict or take away from this corporation the general powers
granted to it under and by virtue of the provisions of Chapter 55 of the General
Statutes of North Carolina and the several amendments thereto.

ARTICLE IV.

The corporation shall have the authority to issue not more than (a) 100,000,000
shares of common stock, no par value ("Common Stock"), and (b) 10,000,000 shares
of preferred stock, no par value ("Preferred Stock").

Holders of the Common Stock are entitled to the entire voting power, all
distributions declared and all assets of the corporation upon dissolution,
subject to the rights and preferences, if any, of the holders of Preferred Stock
to such voting powers, dividends and assets upon dissolution pursuant to
applicable law and the resolution or resolutions of the Board of Directors
providing for the issue of one or more series of Preferred Stock.

The Board of Directors is hereby expressly authorized to issue, at any time and
from time to time, shares of Preferred Stock in one or more series. The number
of shares within any such series shall be designated by the Board of Directors
in one or more resolutions and the shares of each series so designated shall
have such preferences with respect to the Common Stock and other series of
Preferred Stock, and such other rights, restrictions or limitations with respect
to voting, dividends, conversion, exchange, redemption and any other matters, as
may

<PAGE> 2

be set forth in one or more resolutions adopted by the Board of Directors. If

and to the extent required by law, the Board of Directors must file Articles of
Amendment setting forth any designation, preferences, rights, restrictions or
limitations of other series of Preferred Stock with the North Carolina Secretary
of State prior to issuance of any shares of such series.

The authority of the Board of Directors with respect to the establishment of

each series of Preferred Stock shall include, without limiting the generality of
the foregoing, determination of the following matters which may vary between
series:

(a) The distinctive designation of that series and the number of shares
constituting that series, which number may be increased (except where
otherwise provided by the Board of Directors in creating such series)
or decreased (but not below the number of shares of such series then
outstanding) from time to time;

(b) The dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the
relative rights of priority, if any, to payments of dividends on shares
of that series;

(c) Whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting
rights;

(d) Whether that series shall have conversion privileges, and, if so,
the terms and conditions of such conversion, including provisions for
adjustment of the conversion rate in such events as the Board of
Directors shall determine;

(e) Whether the shares of that series shall be redeemable, and, if so,
the terms and conditions of such redemption, including the date or
dates upon or after which they shall be redeemable, and the amount per
share payable in case of redemption, which amount may vary under
different conditions;

(f) Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount of
such sinking fund;

(g) The rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding-up of the
corporation, and the relative rights of priority, if any, of payment of
shares of that series; and

(h) Any other relative preferences, rights, restrictions or limitations

of that series, including but not limited to any obligations of the
corporation to repurchase shares of the series upon specified events.

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<PAGE> 3

ARTICLE V.

The initial registered office of the corporation shall be located at 370

Knollwood Street, Winston-Salem, Forsyth County, North Carolina 27103, and the
initial registered agent at such address shall be Stephen A. Johnson.

ARTICLE VI.

The number of directors of this corporation constituting the Board of Directors

may be fixed by the bylaws.

BOARD OF DIRECTORS

6.1 Election and Term. Commencing with the 2000 annual meeting of
-----------------
shareholders, the Board of Directors shall be divided into three classes as
nearly equal in number as possible. At the 2000 annual meeting of shareholders,
directors of the first class (Class I) shall be elected to hold office for a
term expiring at the 2001 annual meeting of shareholders; directors of the
second class (Class II) shall be elected to hold office for a term expiring at
the 2002 annual meeting of shareholders; and directors of the third class (Class
III) shall be elected to hold office for a term expiring at the 2003 annual
meeting of shareholders. At each annual meeting of shareholders after 2000, the
successors to the class of directors whose terms shall then expire shall be
identified as being of the same class as the directors they succeed and elected
to hold office until the third succeeding annual meeting of shareholders. If
the number of directors is changed, any newly created directorships or any

18
<PAGE>
decrease in directorships shall be so apportioned among the classes by the Board
of Directors as to make all classes as nearly equal in number as possible.

6.2 Removal of Directors. Subject to the rights of the holders of any series
--------------------
of Preferred Shares then outstanding, a director may be removed only with cause
by the affirmative vote of the holders of shares representing at least 66 2/3%
of the votes entitled to be cast on such action.

6.3 Newly-Created Directorships; Vacancies. Subject to the rights of the

--------------------------------------
holders of any series of Preferred Shares then outstanding, any vacancy
occurring in the Board of Directors, including a vacancy resulting from an
increase in the number of directors or the removal of a director, may be filled
only by the affirmative vote of a majority of the directors remaining in office
even if the directors in office constitute less than a quorum of the Board of
Directors.

6.4 Amendment or Repeal. The provisions of this Article shall not be amended
-------------------
or repealed, nor shall any provision of these Articles of Incorporation be
adopted that is inconsistent with this Article, unless such action shall have
been approved by the affirmative vote of the holders of shares representing at
least 66 2/3% of the votes entitled to be cast by each voting group entitled to
vote on such action.

ARTICLE VII.

In discharging the duties of their respective positions and in determining what

is believed to be the best interests of the corporation, the Board of Directors,
committees of the Board of Directors and individual directors, in addition to
considering the effects of any action on the corporation or its shareholders,
may consider the interests of the employees, customers, suppliers and creditors
of the corporation and its subsidiaries, the communities in which offices of
other establishments of the corporation and its subsidiaries are located, and
all other factors the directors consider pertinent.

ARTICLE VIII.

No director of the corporation shall have personal liability arising out of an

action whether by or in the right of the corporation or otherwise for monetary
damages for breach of his or her duty as a director; provided, however, that the
foregoing shall not limit or eliminate the personal liability of a director with
respect to those acts, omissions, or transactions for which the personal
liability of a director may not be limited or eliminated as set forth in North
Carolina General Statute Section 55-2-02 as it is currently enacted or as it may
be amended, modified or rewritten from time to time in the future or as
otherwise set forth in the North Carolina General Statutes as they are currently
or as they may be enacted, modified or rewritten from time to time in the
future.

Furthermore, notwithstanding the foregoing provision, in the event that Section

55-2-02 or any other provision of the North Carolina General Statutes is
amended, modified or rewritten to permit further limitation or elimination of
the personal liability of the director, the personal liability of the
corporation's directors shall be limited or eliminated to the fullest extent
permitted by the applicable law.

This Article shall not affect a charter or bylaw provision or contract or

resolution of the corporation indemnifying or agreeing to indemnify a director
against personal liability. Any repeal or modification of this Article shall not
adversely affect any limitation hereunder on

3
<PAGE> 4

the personal liability of the director with respect to acts or omissions

occurring prior to such repeal or modification.

ARTICLE IX.

The provisions of Article 9 and Article 9A of the North Carolina Business

Corporation Act entitled "The North Carolina Shareholder Protection Act" and the
"The North Carolina Control Share Acquisition Act", respectively, shall not be
applicable to the corporation.

ARTICLE X.

The name and address of the incorporator are as follows: Stephen A. Johnson, 370
Knollwood Street, Winston-Salem, North Carolina 27103.

ARTICLE XI.

These Articles will be effective at 12:02 a.m. upon the date when filed.

This the 30th day of November, 1999.

/s/ Stephen A. Johnson

------------------------------------
Stephen A. Johnson, Incorporator
 ARTICLES OF INCORPORATION
OF
ALPHA, INC.
(Name of Corporation)
Know All Men By These Presents:
The undersigned incorporators, all of legal age and majority of whom are residents of the Philippines, have
this day voluntarily agreed to form a stock corporation under the laws of the Republic of the Philippines.
THAT WE HEREBY CERTIFY THAT:
FIRST: The name of this corporation shall be:

ALPHA, INC.
SECOND: (A.) The primary purpose of this corporation is:

1. To engage in the business of a holding company; to buy and hold shares of other
companies, whether common, preferred, treasury, founders or other kinds of shares,
either by subscribing to the unissued shares of the capital stock in public or private
offerings or by purchasing the shares of other stockholders by way of assignment in
private sale; to invest in the stock or equity of other companies; to acquire rights in the
stock of other companies by way of pledge, chattel mortgage or assignment; to sell,
dispose, assign, pledge or convey any or all of its shareholdings in other companies in
favor of qualified persons by way of private sale, assignment or other forms of private
conveyance, all in accordance with the Corporation Code, the Securities Act and other
applicable laws and regulations;
2. To engage in the business of a holding company; to buy and hold shares of other
companies, whether common, preferred, treasury, founders or other kinds of shares,
either by subscribing to the unissued shares of the capital stock in public or private
offerings or by purchasing the shares of other stockholders by way of assignment in
private sale; to invest in the stock or equity of other companies; to acquire rights in the
stock of other companies by way of pledge, chattel mortgage or assignment; to sell,
dispose, assign, pledge or convey any or all of its shareholdings in other companies in
favor of qualified persons by way of private sale, assignment or other forms of private
conveyance, all in accordance with the Corporation Code, the Securities Act and other
applicable laws and regulations;
3. To vote its shareholdings in other companies and exercise all the rights of a
shareholder under the Corporation Code and applicable laws;
4. To do other acts and things, necessary, desirable or appropriate for the attainment of
the foregoing purposes.
(B) The secondary purpose of the corporation is: to acquire, maintain and dispose of
properties necessary to keep the company in operation and to perform other acts and
things secondary or incidental to the primary purpose of the corporation.
(C) The corporation shall have all the express powers of a corporation as provided for
under Section 36 of the Corporation Code of the Philippines.
THIRD: The place where the principal office of the corporation is to be established is at Metro, Manila,
Philippines.
FOURTH: The term for which the corporation is to exist is fifty (50) years from and after the date of issuance
of the certificate of incorporation.
FIFTH: The names , nationalities, and residences of the incorporators are as follows:

Name Nationality Address

254 Charlestown Suites
Levin F. Jones U. S. Amber Drive, Ortigas Center,
Pasig City, Metro Manila
254 Charlestown Suites
Sheila B. Jones Filipino Amber Drive, Ortigas Center,
Pasig City, Metro Manila
515 Celeridad St.,
Claudine Felipe Filipino
Pasay City, Metro Manila
 Blk. 32, Lot 18,
Victor R. Nable Filipino Soldiers Hill Subdivision,
Muntinlupa City
9671-C, Pililla St., Rizal Village
Wella Montinola Filipino
Makati City
SIXTH: That the number of directors of said corporation shall be five (5) and that the incorporators
shall constitute the first board of directors.
SEVENTH: The authorized capital stock of the corporation is PESOS: FIVE HUNDRED
THOUSAND (P500,000.00) in lawful money of the Philippines, divided into FIVE THOUSAND
(5,000) SHARES, with a par value of PESOS: ONE HUNDRED (PHP 100.00) per share.
EIGHTH: At least 25% of the authorized capital stock has been subscribed and at least 25% of
the total subscription has been paid as follows:

No of Shares Amount Amount

Name Nationality
Subscribed Subscribed Paid
Levin F. Jones U. S. 600 P60,000.00 P35,000.00
Sheila B. Jones Filipino 735 P7,350.00 P2,000.00
Claudine Felipe Filipino 50 P5,000.00 P200.00
Victor R. Nable Filipino 50 P5,000.00 P200.00
Wella Montinola Filipino 65 P6,000.00 P100.00

Total 1,500 P150,000.00 P37,500.00

NINTH: No transfer of stock or interest which would reduce the stock ownership of Filipino
citizens to less than the required percentage of the capital stock as provided by existing laws shall
be allowed or permitted to be recorded in the proper books of corporation and this restriction shall
be indicated in the stocks certificates issued by the corporation.

Furthermore, no transfer of stock in favor of parties other than existing stockholders shall be
registered in the books of the corporation unless the same is first tendered to the corporation or
other existing stockholders under the same terms and conditions, the same offer to be effective
for a period not exceeding thirty (30) days from such tender.

TENTH : That Sheila F. Jones has been elected by the subscribers as treasurer of the corporation
to act as such until her successor is duly elected and qualified in accordance with the by-laws;
and that as such Treasurer, she has been authorized to receive, for and in the name of the
corporation, all subscriptions paid in by the subscribers.
ELEVENTH: The corporation manifests its willingness to change its corporate name in the event
another person, firm or entity has acquired a prior right to use the said firm name or one
deceptively or confusingly similar to it.

IN WITNESS WHEREOF, we have set our hand this 18th day of November 1999 in Makati City,
Metro Manila.

LEVIN F. JONES SHEILA B. JONES

CLAUDINE FELIPE VICTOR R. NABLE

WELLA MONTINOLA
WITNESSES:

_________________ __________________

ACKNOWLEDGMENT

Republic of the Philippines)

Makati City, Metro Manila )

BEFORE ME, a notary public for and in the City of Makati, Metro Manila, Philippines, this ___ day of November 1999, personally appeared:

Name CTC/Passport No. Date Place

all known to me to be the same persons who executed the foregoing Articles of Incorporation and they acknowledged to me that the same is
of their free and voluntary act and deed.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal on the date and at the place first above written.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2000..
ARTICLES OF INCORPORATION of the PHILIPPINE ASSOCIATION OF
ACADEMIC/RESEARCH LIBRARIANS, Inc. KNOW ALL MEN BY THESE
PRESENTS : - THAT WE, the undersigned, all of whom are of legal age,
citizens and residents of the Philippines, have this day voluntarily associated
ourselves together for the purpose of forming a non-stock corporation under
the laws of the Philippines. AND WE HEREBY CERTIFY: First: - That the name
of said corporation shall be: Philippine Association of Academic/Research
Librarians. Inc. Second: - That the purpose or purposes for which said
corporation was formed are as follows: 1) To promote equitable access to and
effective use of recorded knowledge in support of teaching, research,
scholarship, and community service; 2) To articulate the concerns of
academic and research libraries and their institutions, and influence
information policy development affecting the future of academic and
research libraries; 3) To develop best practices and standards for the
improvement of these types of library service and librarianship; 4) To develop
a corps of professional librarians and information specialists in academic and
research institutions; and, 5) To cooperate with other organizations of similar
aims. Third: - That the place where the principal office of the corporation is to
be is at Manila, Philippines. Fourth: - That the term for which said corporation
is to exist is FIFTY (50) YEARS from and after the date of incorporation. In the
event of dissolution of the said corporation, its remaining assets shall be
disposed of and turned over to any association of its choice dedicated to
similar pursuits, or to the Republic of the Philippines, or any of its agencies or
instrumentalities or political subdivisions. Fifth: - That the charter members
of the corporation shall be the incorporators herein below named, and that
the Securities and Exchange Corporation shall be furnished with the names
of additional members as may be admitted from time to time: NAMES
CITIZENSHIP ADDRESSES Fe Angela M. Verzosa Filipino 14 Evangelista St.,
Bahayang Pag-Asa, Molino 5, Bacoor, Cavite 4102 Dionisia P. Angeles Filipino
20 J. R. Soriano Cpd., Pututan, Muntinlupa City, Metro Manila Nenita M.
Aburido Filipino 6976 Jasmin St., Guadalupe Viejo, Makati City 1200 Sr.
Ignatius Tal Placido Filipino 680 Pedro Gil, Malate, Manila Rosalinda P. Robles
Filipino 37 Baco, Sta. Mesa Hghts., Manila Helen P. Jamin Filipino 8 Bakil St.,
San Francisco del Monte Quezon City 1115 Florenda D. Mallari Filipino 37 D
Francisco St., UP Campus, Diliman Quezon City 1101 Rodolfo J. San Agustin
Filipino 30 San Roque, Macabebe, Pampanga 2018 Susan O. Pador Filipino 12
July St., Congressional Village Quezon City 1106 Angelita P. Timbangcaya
Filipino 200 Kaliraya, Araneta Avenue, Quezon City 1113 Teresita G.
Hernandez Filipino 25 Dr. Garcia St., Pasig City Sixth: - That the number of
directors of said corporation shall be nine (9), and that these directors, who
shall serve as such until their successors are duly elected and qualified as
provided by the By-laws, hereby resolve to comply with the SEC
Requirement(s) for Non-Stock Corporations. The names, nationalities, and
addresses of the initial directors of the corporation are as follows: NAMES
CITIZENSHIP ADDRESSES Fe Angela M. Verzosa Filipino 14 Evangelista St.,
Bahayang Pag-Asa, Molino 5, Bacoor, Cavite 4102 Dionisia P. Angeles Filipino
20 J. R. Soriano Cpd., Pututan, Muntinlupa City, Metro Manila Nenita M.
Aburido Filipino 6976 Jasmin St., Guadalupe Viejo, Makati City 1200 Sr.
Ignatius Tal Placido Filipino 680 Pedro Gil, Malate, Manila Rosalinda P. Robles
Filipino 37 Baco, Sta. Mesa Hghts., Manila Helen P. Jamin Filipino 8 Bakil St.,
San Francisco del Monte Quezon City 1115 Florenda D. Mallari Filipino 37 D
Francisco St., UP Campus, Diliman Quezon City 1101 Rodolfo J. San Agustin
Filipino 30 San Roque, Macabebe, Pampanga 2018 Susan O. Pador Filipino 12
July St., Congressional Village, Quezon City 1106 Seventh: - That the
corporation shall have no shares or capital stock and shall function
exclusively for educational, civic, social, and charitable purposes and no
dividend or pecuniary profit shall ever be declared or paid to any member,
and that the fees, charges, contributions, donations, grants, devices,
bequests, gifts and endowments as well as property as may from time to
time be acquired or received or collected shall be spent in such activities as
may be necessary to enable the corporation to carry out the purposes for
which it was formed, and that said directors shall receive no remuneration
whatsoever but shall function exclusively for the purposes above-mentioned.
And the total contributions of the Association amounts to ONE THOUSAND
PESOS (PhP 1,000.00). Eighth: - That Nenita M. Aburido has been elected by
the members as Treasurer of the Corporation, to act as such until her
successor is duly elected and qualified in accordance with the By-Laws and
that as Treasurer, he has been authorized to receive for the corporation all
fees, contributions or endowments given to, received by and pertaining to
the said corporation. Ninth: - That the Association shall comply with the
requirements for non-stock corporations in the course of its operations. IN
WITNESS WHEREOF, we have hereunto set our hands this 30th day of
January, 2004 in Manila, Philippines. Fe Angela M. Verzosa Dionisia P. Angeles
Nenita M. Aburido Sis. Ignatius Tal Placido, SPC Rosalinda P. Robles Helen P.
Jamin Florenda D. Mallari Rodolfo J. San Agustin Susan O. Pador Angelita P.
Timbangcaya Teresita G. Hernandez SIGNED IN THE PRESENCE OF: MARLO C.
CHAVEZ ALMASITA L. MOJADOS REPUBLIC OF THE PHILIPPINES) Quezon City )
S.S. BEFORE ME, the undersigned, a notary public in and for the city of
Quezon City, Philippines, personally appeared: NAMES TIN Number RES.
CERT. PLACE and DATE issued Fe Angela M. Verzosa 118-039-278 14925397
Bacoor, Cavite/ 3-15-2004 Dionisia P. Angeles 130-128-274 09523330
Muntinlupa/1-7-2004 Nenita M. Aburido 195-310-401 14641924 Lamao,
Bataan / 1-19-2004 Sis. Ignatius Tal Placido, SPC (religious) 21878743
Manila / 3-15-2004 Rosalinda P. Robles 137-570-384 09303987 Quezon
City/10-19-2003 Helen P. Jamin 157-793-352 12318899 Manila / 1-12-2004
Florenda D. Mallari 110-844-684 23297818 Quezon City / 3-15-2004 Rodolfo
J. San Agustin 136-115-839 02062470 Pampanga / 1-13-2004 Susan O. Pador
107-275-249 2331478 Quezon City / 3-9-2004 Angelita P. Timbangcaya 115-
906-444 23524890 Manila/ 3-24-2004 Teresita G. Hernandez 128-243-192
23513289 Manila/ 3-18-2004 who are known to me and to me known to be
the same persons who executed the foregoing articles of Incorporation and
they acknowledged to me that they executed the same as their free and
voluntary act and deed. WITNESS MY HAND AND SEAL, this
_________________________, 2004. NOTARY PUBLIC Until Dec. 31, 2004 Doc. No.
483 Page No.97 Book No.15 Series of 2004