INTELLECTUAL PROPERTY TRANSFER AND AGREEMENT TO BE BOUND

Dated as of October 16, 2003

By and Among

KONINKLIJKE AHOLD N.V.

and

THE PANTRY, INC.

INTELLECTUAL PROPERTY TRANSFER AND AGREEMENT TO BE BOUND

This INTELLECTUAL PROPERTY TRANSFER AND AGREEMENT TO BE BOUND (this Agreement) is made and entered into as of this 16^th day of October, 2003, by and among Koninklijke Ahold N.V. (Royal Ahold), a public company with limited liability incorporated under the laws of the Netherlands with its corporate seat in Zaandam (Municipality Zaanstad), the Netherlands, and The Pantry, Inc. (the Buyer), with each of Royal Ahold and the Buyer referred to herein individually as a Party and collectively as the Parties.

W I T N E S S E T H:

WHEREAS, Royal Ahold owns the entire right, title and interest in and to certain intellectual property and know-how used by its Affiliates (as defined below) in the operation of the Business (as defined below); and

WHEREAS, Royal Ahold wishes to assign, transfer and convey, and the Buyer desires to obtain, all of Royal Aholds right, title and interest in and to that certain intellectual property and know-how of Royal Ahold in accordance with the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the promises set forth herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereby covenant and agree as follows:

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

Affiliate of any Person shall mean any Person directly or indirectly controlling, controlled by, or under common control with, such Person; provided that, for the purposes of this definition, control (including, with correlative meanings, the terms controlled by and under common control with), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or partnership or membership interests, by contract or otherwise.

Agreement shall have the meaning set forth in the preamble to this Agreement.

Business shall mean the business of GG-GA and GG-TN of operating fuel and merchandise convenience stores, processing, distributing, selling and otherwise dealing in certain dairy products and delivering petroleum products to such convenience stores.

Business Day shall mean any day other than a Saturday, a Sunday or a day on which banks located in New York, New York shall be authorized or required by law to close.

Buyer shall have the meaning set forth in the preamble to this Agreement.

Closing shall have the meaning set forth in Section 2.3.

Closing Date shall have the meaning set forth in Section 2.3.

Encumbrances shall mean liens, security interests, options, rights of first refusal, adverse claims, charges, indentures, deeds of trust, defenses, licenses to third parties, security

agreements, or any other encumbrances and other restrictions or limitations on use of intellectual property.

GG-GA means Golden Gallon-GA LLC, a Delaware limited liability company.

GGH means Golden Gallon Holding LLC, a Delaware limited liability company.

GG-TN means Golden Gallon-TN LLC, a Delaware limited liability company.

Governmental Entity shall mean any foreign, federal, state, municipal or other government, or any department, commission, board, bureau, agency, public authority, or instrumentality thereof, or any court or arbitrator.

Intellectual Property shall mean all corporate and business names including, without limitation, the name Golden Gallon and design and trade names, trade dress, service marks, brand names, internet domain names, registered and unregistered designs, patents, patent applications, know how, formulae and recipes, models, trademarks, trademark registrations and applications therefor, trade rights, copyrights and applications for registrations thereof, proprietary and technical information and data and databases, methods, designs, processes, procedures, improvements thereon, refinements thereof and computer software programs or applications, in both source code and object code form, development documentation, programming tools, data, databases, inventions, works of authorship, trade secrets and proprietary know-how and information of any type, whether or not written, owned by Royal Ahold and used by GGH, GG-GA, or GG-TN, in connection with the Business and all License Agreements, together with the goodwill of the Business symbolized by such intellectual property.

License Agreement shall mean any agreement or contract previously entered into by Royal Ahold and a third party which is necessary for the continued, effective and unfettered use of the Intellectual Property.

Person shall mean and include an individual, limited liability company, partnership, joint venture, corporation, trust, unincorporated organization and a government or other department or agency thereof.

Purchase Agreement shall mean that certain Purchase Agreement, dated as of the date hereof, by and among Ahold Real Properties LLC, a Delaware limited liability company, GGH, GG-GA, GG-TN, Buyer and, solely for purposes of Sections 6.6, 6.11, 12.6 and 12.14, thereof, Ahold USA, Inc. a Delaware corporation, and solely for purposes of Sections 3.6 and Article V, BI-LO, LLC, a Delaware limited liability company, and solely for purposes of Section 6.14, BI-LO Brands, Inc., a Delaware corporation.

Related Documentation shall mean any and all documentation necessary to use or practice the Intellectual Property, including, but not limited to, any product documentation, instruction manuals, operating manuals or maintenance manuals, as well as all documents relating to Royal Aholds ownership of the Intellectual Property including, but not limited to, files relating to the registration of the Intellectual Property.

Related Materials shall mean any and all materials relating to the use or practice of the Intellectual Property, including, but not limited to, design drawings, specifications and performance criteria, methods, layouts, prototypes, models, samples, computer aided design or computer aided manufacturing data and related trade secrets and proprietary information.

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