
<PAGE>


                                                            10-V      

                   CABLE CAR BEVERAGE CORPORATION
                    717 17th Street, Suite 1475
                      Denver, Colorado 80202
      -----------------------------------------------------------
      
      
      
      
      
      
                                               June 24, 1997 as amended
                                               on August 11, 1997
      
      Stewart's Restaurants, Inc.
      114 West Atlantic Avenue
      Clementon, New Jersey 08021
      
      
      Gentlemen:
      
           Reference is made to the Agreement dated July 11, 1989, as amended 
(as so amended, the "Prior Master Agreement") between us and you.  This letter
agreement confirms the amendments and modifications to the Prior Master 
Agreement that we have agreed to.  Except as amended by this letter agreement, 
the Prior Master Agreement, shall continue in full force and effect.  Unless 
otherwise defined herein, all capitalized terms used herein shall have the 
meanings given to them in the Prior Master Agreement.  To the extent there is 
any inconsistency between the terms of this letter agreement and the Prior 
Master Agreement, the terms of this letter agreement shall govern.  
      
           Accordingly, for good and valuable consideration, the receipt of 
which is hereby acknowledged, the parties hereto agree as follows:
      
            1.Territory.  Subject to continuing to meet the minimum case 
            ------------
requirements set forth in the last sentence of paragraph 3 of the Prior Master 
Agreement after the date hereof, the territory of Licensee's rights under the 
Prior Master Agreement is now worldwide as provided in paragraph 3 of the 
Prior Master Agreement.
      
            2.Quality Control.
            ------------------
                (a)  Licensee and Owner shall comply with standards of quality 
                     comparable to that maintained by Licensee in selling and 
                     distributing STEWART'S soft drinks.
      
                (b)  Commencing January 1, 1998, Licensee may purchase soft 
                     drink concentrates or syrups for making STEWART'S soft 
                     drinks (which term, for all purposes of this letter 
                     agreement and the Prior Master Agreement, shall include 
                     all non-carbonated and carbonated non-alcoholic 


                                -1-


<PAGE>
                     beverages, excluding postmix syrup and premix beverages) 
                     from any supplier; provided that any concentrates or 
                     syrups purchased shall comply with the quality standards 
                     set forth in clause (a) above; provided, further, that 
                     the Licensee will offer to purchase concentrates and 
                     syrups for a minimum of  an aggregate of 3.0 million 
                     cases of soft drinks during the five year period 1998-
                     2002 from the existing supplier of concentrates and 
                     syrups for STEWART'S soft-drinks at existing prices.  
                     Licensee will submit to the Owner such samples and 
                     analyses as Owner may from time to time reasonably 
                     request in connection with STEWART'S soft drinks, it 
                     being understood however, that the Owner may object 
                     to any such sample or analysis only if it does not 
                     comply with the quality standards set forth in clause 
                     (a) above.  Licensee shall be permitted to deal directly 
                     with and make payment to, any of such suppliers.  Owner 
                     agrees that it will from time to time as reasonably 
                     requested by Licensee provide, at mutually agreed upon 
                     fees, consulting services to Licensee with respect to 
                     the production of STEWART'S soft drinks.
      
                (c)  Licensee agrees to comply in all material respects with 
                     all applicable requirements of laws and regulations.
      
                (d)  Licensee agrees to use commercially reasonable effects 
                     to require sublicensees to maintain uniform quality and 
                     control over soft drinks made and offered for sale under
                     the STEWART'S trademark.
      
            3.Labeling and Advertising.  Licensee agrees that all labels, 
            ---------------------------
containers, advertising and other promotional material of Licensee bearing 
the STEWART'S mark shall be in good taste and of good quality.  Owner shall 
not have approval rights with respect to any labels, containers, advertising 
or other promotional matter of Licensee and its sublicensees.  Licensee 
agrees to provide to Owner, on or about July 1 of each year, commencing July 
1, 1998, samples of all labels then used on Licensee's STEWART'S products.  
In the event Licensee changes the logo or design used in connection with the 
Stewart's trademark, Owner agrees that upon written request of Licensee, and 
subject to Owner's agreements with third parties then in effect, it will make 
corresponding changes to paper goods, advertising materials and other 
promotional materials used by Owner at Owner's Locations (as defined below) 
in connection with its use of the Stewart's trademark; provided, however, 
that Owner shall be entitled to use all of its inventory of such items before 
making said changes; and provided, further,  that Owner shall have no 
obligation or duty now, or at any time hereafter, to change signage at Owner's 
Locations (as defined below).
      
            4.Sublicensees.  The Licensee shall be permitted to use any form 
            ---------------
of sublicensing agreement with sublicensees that is not inconsistent with the 
Prior Master Agreement, as amended hereby.
      
                           -2-             



<PAGE>

             5.Royalties.  Licensee shall pay the per case royalties set forth 
             ------------
in the Prior Master Agreement for all soft drinks sold by the Licensee under 
the STEWART'S trademark.  Payment of such royalties shall be made monthly 
within 20 days after the month for which such royalties shall apply and shall 
be accompanied by documentation setting forth the calculation of such 
royalties.  Within 120 days of the end of each fiscal year, the Licensee shall 
deliver to the Owner a certification from a "Big-Six" accounting firm 
certifying the amount of royalties due to the Owner with respect to such 
fiscal year.  
      
            6.New Products.  
            ---------------      
           (a)  In addition to all rights granted under the Prior Master 
                Agreement and this letter agreement with regard to soft 
                drinks, Licensee shall also be permitted to use the
                STEWART'S trademark, mark or other identifying means on any 
                other  product of any type, (such other products are referred 
                to as "New Products"), provided that such New Products comply 
                with the quality standards set forth in paragraph 2(a) above;
                provided that if the quality standard set forth in paragraph 
                2(a) would be inapplicable to such New Product, then such New 
                Product shall be of good quality.  Owner shall be entitled to 
                a royalty of 2% of the "net sales" of any New Products
                produced by the Licensee in accordance with the terms of this 
                paragraph.  For purposes of this letter agreement, "net sales" 
                of a New Product means the sum of money actually received by 
                Licensee from sales of such New Product less, to the extent 
                applicable, the sum of (i) sales, excise, use, currency, 
                repatriation and similar taxes, (ii) returns, (iii) trade 
                discounts, (iv) sales commissions, (v) shipping costs and 
                (vi) credits (other than advertising credits).
      
           (b)  Owner shall not manufacture, distribute or sell any products 
                bearing the STEWART'S trademark, mark or other identifying 
                means without the prior written consent of the Licensee, which 
                consent may be given or withheld by Licensee in its sole 
                discretion.  Notwithstanding the foregoing, Licensee 
                acknowledges that Owner retains all rights to own, operate, 
                license or franchise STEWART'S Restaurants, Drive-Ins and 
                mobile food and beverage concession trailers, in each case 
                where the STEWART'S brand is the primary brand associated with 
                such location (collectively, "Owner's Locations"), and to sell 
                post mix syrups and pre mix beverages at or to Owner's 
                Locations.  Licensee also acknowledges that (i) Owner retains 
                all rights to sell and market good quality ice cream and hot 
                dogs using the STEWART'S trademark, (ii) Owner retains all 
                rights to do STEWART'S advertising (provided that such 
                advertising is in good taste and of good quality) for, and 
                to sell paper goods, promotional items and food intended for 

                              -3-

<PAGE>

                immediate consumption at Owner's Locations identified by the 
                STEWART'S trademark at or to, Owner's Locations and (iii) 
                Owner may, subject to (x) such products meeting the quality 
                standards set forth  in paragraph 2(a) above and (y) obtaining 
                the prior approval of Licensee (which approval will not be 
                unreasonably withheld or delayed), sell and market popsicles,
                water ice and chile using the STEWART'S trademark.  
                Licensee shall not be entitled to a royalty with respect to 
                sales of any product produced, distributed or sold by
                Owner in accordance with the terms of this paragraph 6. 
                Notwithstanding the foregoing, Owner's right to sell and 
                market any product listed in clause (iii) above  shall 
                automatically revert to Licensee (A) if within four (4) years
                and six months of  the initial date of this letter agreement 
                Owner is not actively selling or marketing  such product or
                (B) if after Owner has commenced selling or marketing such
                product a two-year period shall have elapsed during which 
                Owner shall not be selling or marketing such product. 
                Owner agrees to execute and deliver to Licensee such 
                documents as Licensee shall reasonably request to evidence 
                any such reversion of rights to Licensee.
      
           (c)  Each party agrees to indemnify and hold the other party 
                harmless from any and all claims, suits, loss or damage 
                (including reasonable attorneys' fees and expenses) arising 
                out of or relating to any products produced, distributed or 
                sold by such party  in accordance with the terms of this 
                paragraph 6.
      
            7.Notice of Infringement.  Owner agrees to notify Licensee in 
            -------------------------
writing of any suspected infringement of the STEWART'S mark and/or of any 
claim made against it or adverse to or conflicting with the ownership of the 
STEWART'S mark by the Owner.  Each party agrees that it will not intentionally
do anything harmful to the reputation of the STEWART'S mark or to the other 
party's interest therein.
      
      
            8.Registration.  
            ---------------
           (a)  The Owner agrees that it will take whatever action may be 
                required by law to secure and maintain its federal 
                registration or registrations in the United States of
                STEWART'S for soft drinks or in connection with any of 
                Licensee's New Products, including the timely filing of 
                applications for registration and acquisition of any
                renewals or extensions thereof.  Owner hereby appoints 
                Licensee its attorney and agent-in-fact, and if the Owner 
                fails to so act, Licensee may act on Owner's behalf to 
                maintain said registrations at Owner's expense, provided that 
                Licensee first makes written demand upon the Owner to so act 
                and the Owner fails to act within twenty (20) days of its 
                receipt of the demand; and provided, further, that any costs
                
                                -4-



<PAGE>

                incurred in connection with the registration of New Products 
                in the United States shall be paid by Licensee except that 
                Licensee may credit any such amount paid by it against 
                royalties owed by Licensee to Owner with respect to such New 
                Product.
      
           (b)  The Owner agrees to take whatever action may be requested by 
                Licensee to register and maintain the mark STEWART'S for soft
                drinks or in connection with any of Licensee's New Products, 
                in countries outside of the United States, including the 
                timely filing of applications for registration and acquisition 
                of any renewals or extensions thereof.  The filing and 
                prosecution of such applications shall be the responsibility 
                of Owner, who shall be promptly reimbursed for all reasonable
                expenses, including attorney's fees, in connection therewith 
                by the Licensee.  If it fails to so act, Licensee may act as 
                an agent on Owner's behalf to maintain said registrations at 
                Owner's expense, provided that Licensee first makes written 
                demand upon the Owner to so act and the Owner fails to act 
                within twenty (20) days of its receipt of the demand; 
                provided, further, that any costs incurred in connection with
                the registration of the STEWART'S trademark for soft drinks 
                or New Products in any foreign jurisdiction shall be paid by 
                Licensee, except that Licensee may credit any such amount paid 
                by it against royalties owed by Licensee to Owner with
                respect to sales by Licensee in such jurisdiction.  The 
                Owner's obligations under this paragraph shall cease upon the 
                transfer of the foreign rights to the Licensee pursuant
                to paragraph 17(b) of the Prior Master Agreement.
      
            9.Infringement.  The Owner and Licensee jointly or singly may 
            ---------------
police the mark STEWART'S including the institution of proceedings in the 
appropriate tribunals to prevent trademark infringement, unauthorized use of 
the mark, colorable imitations, unfair competition and/or the registration by
others of confusingly similar marks, except that the Licensee shall not take 
any such action without first advising Owner in writing of such intention to 
act and giving Owner the first option to so act.  Owner shall notify Licensee 
within ten (10) business days after the date of receipt of such notice from 
Licensee of Owner's decision to institute any proceeding or other action 
under this paragraph.  If Owner fails to notify Licensee of its decision 
within ten (10) business days or elects to take no action, Licensee shall be 
free to take any action it deems appropriate to protect its interest under 
this agreement.  Where such action is instituted by either party, the other 
party agrees to furnish such assistance as may reasonably be requested 
including becoming a party to the action.  The cost of all policing of the 
mark shall be borne equally by the parties if the policing relates to a third 
party use of a mark in connection with soft drinks; provided that the cost
borne by Owner pursuant to this sentence during any calendar year shall not 
exceed the royalties paid by Licensee to Owner with respect to such calendar 
year; and provided, further that the cost borne by Owner pursuant to this 
sentence in any calendar year with respect to all unsuccessful actions which 
were brought by Licensee after Owner elected not to bring such actions shall 


                               -5-



<PAGE>

not exceed 25% of the royalties paid by Licensee to Owner with respect to 
such calendar year.  Notwithstanding the foregoing, to the extent any
proceeding to police the mark "Stewart's" is brought in a jurisdiction 
outside of the United States (a "Foreign Jurisdiction"), the costs to be 
borne by Owner in accordance with the previous sentence in connection with 
such proceeding during any calendar year shall be paid as follows: First, the 
Owner shall be obligated to pay in cash that portion of such costs in an 
amount up to the royalties paid by the Licensee to Owner with respect to such 
calendar year with respect to such Foreign Jurisdiction, and second, the
balance of such costs shall be paid by the Owner through credit against 
future royalties paid by the Licensee to Owner with respect to such Foreign 
Jurisdiction on a dollar for dollar basis.   The cost of any action (other 
than with respect to soft drinks) under this paragraph shall be borne by the 
party instituting such action.  In the event that a monetary recovery is 
awarded in any action brought pursuant to this paragraph, such recovery shall 
first be used to reimburse each party (pro rata) for any costs that it 
incurred as a result of such action, thereafter each party shall be entitled 
to receive any damages that are expressly awarded to such party by the court 
(pro rata based on the relative amounts of such awards) and thereafter,
any remaining amounts shall be paid to the party that brought such action.
      
            10.Ownership.  
            -------------      
           (a)  The rights to be transferred in accordance with paragraph 
                13(B) of the Prior Master Agreement shall include the 
                associated goodwill. 
      
           (b)  The Licensee shall own all formulae, rights to packaging and 
                other rights with respect to soft drinks and New Products 
                bearing the STEWART'S trademark (other than ownership of the 
                STEWART'S trademark in the United States).  Owner shall at
                Licensee's cost, assign whatever rights it has to such 
                formulae, packaging  and other rights (other than ownership 
                of the STEWART'S trademark in the United States) with respect 
                to such products.  Owner agrees that, if Licensee shall change
                any formula for any soft drink sold under the STEWART'S 
                trademark, Owner shall change the formula that it uses for 
                the corresponding post mix syrup and pre mix beverage so as 
                to be substantially identical with Licensee's formula so long 
                as such change is being made by Licensee in its reasonable 
                business judgment (i) in order to enhance the quality or 
                flavor of such soft drink, (ii) if any formula ingredient
                becomes unavailable (by governmental regulation or otherwise) 
                or (iii) if the relative cost of any formula ingredient 
                becomes commercially unreasonable for use.  Licensee agrees 
                in any such case to use commercially reasonable efforts to 
                maintain the quality of any such product; provided, however, 
                in the case of clause (i) Owner shall not be required to 
                change its formula without its consent, which shall not be
                unreasonably withheld.
                      
                                 -6-


<PAGE>

            11.Term.  The Prior Master Agreement, as amended hereby, shall 
            --------
be perpetual unless sooner terminated as provided in the Prior Master 
Agreement, as amended hereby.
      
            12.Termination.  
            ---------------
           (a)  In the case of a material violation by either party of any 
                one or more of the material terms of this letter agreement 
                or the Prior Master Agreement and the failure of the
                violating party to correct such violation within forty-five 
                (45) days following the receipt of written notice of 
                violation from the other party, such other party shall be
                entitled to terminate this letter agreement and the Prior 
                Master Agreement on forty-five (45) days prior written notice; 
                provided, however, that if any such breach is curable by 
                Licensee, then for so long as Licensee is attempting in good 
                faith to cure such breach, the Owner may not terminate this 
                letter agreement or the Prior Master Agreement. 
      
           (b)  Notwithstanding anything to the contrary, the Prior Master 
                Agreement may be canceled immediately by the Owner in the 
                event of Licensee's failure to prepare the soft drinks 
                identified by trademark STEWART'S in substantial conformity 
                with the quality standards being met by Licensee as of the 
                date hereof.  Such cancellation shall be effective on the 
                date written notice thereof is received by the Licensee;
                provided, however, that if any of the foregoing violations 
                are the result of a mistake or oversight not involving any 
                bad faith or willful misconduct or adulteration or
                substitution on the part of the Licensee, itself, then 
                cancellation shall only be effective in the event that 
                Licensee fails to correct such violation within ninety (90)
                days following receipt of written notice of violation (which 
                shall include full details of such violation) from the Owner; 
                provided, further, that if any of the foregoing violations 
                are the result of a default by a sublicensee, the Owner's 
                sole remedy shall be to have the right to require Licensee 
                to terminate its sublicense with such sublicensee, except that 
                if Licensee shall fail, within sixty (60) days of the date
                Owner makes such request, to take reasonable steps to pursue 
                the termination of such sublicense, then Owner shall have the 
                right to terminate this letter agreement and the Prior Master 
                Agreement.
      
            13.Right of First Refusal.  Owner, William Fessler and Michael W. 
            --------------------------
Fessler hereby grant to Licensee a right of first refusal with respect to (i)
any shares of stock of Owner or any equity interest in any parent company of 
Owner which is proposed to be sold, and (ii) any proposed sale of the Prior 
Master Agreement, the Agreement dated December 1, 1993, as amended, between 
the parties hereto or any of Owner's rights with respect to the STEWART'S 
trademark; provided that such shares of stock, equity interests or rights may 
be transferred to immediate family members of William Fessler or Michael W.
Fessler so long as prior to such transfer such transferee agrees to be bound 

                             -7-


<PAGE>

by the terms of this letter agreement as if such transferee were an original 
signatory hereto; and provided, further that the provisions of this paragraph 
13 shall not be applicable to any sale of shares pursuant to a bonafide 
underwritten initial public offering of shares registered with the Securities 
and Exchange Commission on Form S-1 or any successor or similar form.   
Licensee shall have fifteen (15) business days from the date on which it
receives a notice (which notice shall contain a description of the proposed 
sale, the name and address of the proposed purchaser and a copy of all 
agreements with such proposed purchaser) with respect to such proposed sale 
(the "Notice Date") to notify Owner whether it will exercise its right of 
first refusal.  If Licensee shall elect to exercise such right, the proposed 
sale to Licensee shall be consummated within 45 days after the Notice Date, 
subject to extension for receipt of all necessary governmental and regulatory
approvals.
      
            14.Arbitration.  All disputes under this letter agreement or the 
            ---------------
Prior Master Agreement shall be resolved through binding arbitration in 
Philadelphia, Pennsylvania under the commercial rules and regulations of the 
American Arbitration Association.  In any such dispute, the arbitrators shall
have the right in their discretion to award attorneys' fees, costs and 
damages.
      
            15.Expenses.  Licensee shall pay Owner within 10 days of the date 
            ------------
hereof the sum of $2,500 to compensate Owner for legal and other expenses 
incurred in connection with this letter agreement.
      
            16.Notices.  Any notice given by either party hereunder shall be 
            -----------
deemed to have been properly given if sent by telecopy (provided that receipt
is acknowledged), registered or certified mail (return receipt requested) or 
by reputable overnight courier to the address of the party set forth below:
      
           If to Owner, to:
      
           Stewart's Restaurants, Inc.
           114 West Atlantic Avenue
           Clementon, NJ 08021
           Attn:  President
           Telecopy:  (609) 783-7616
      
           If to Licensee, to:
      
           Cable Car Beverage Corporation
           717 17th Street
           Denver, Colorado 80202
           Attn:  President
           Telecopy:  (303) 298-1150
      
           With a copy to:
      
           Triarc Companies, Inc.
           280 Park Avenue
           New York, NY 10017





                           -8-


<PAGE>

                       Attn:  General Counsel
                     Telecopy:  (212) 451-3216
      




           Each party shall promptly advise the other in writing in the 
manner provided above whenever its address for notices hereunder shall change.
      
            17.Assignment.  This letter agreement shall be binding on the 
            --------------
successors and permitted assigns of the Licensee, Owner, William Fessler and 
Michael W. Fessler.  This letter agreement may not be assigned by Licensee 
(other than to an affiliate thereof) without the prior written consent of the 
Owner, which consent shall not be unreasonably withheld or delayed.  Owner's 
right to assign its rights under this letter agreement or under the Prior 
Master Agreement shall be subject to paragraph 13 of this letter agreement.  
Owner hereby acknowledges and consents to the acquisition (including through 
a merger where the Licensee is the surviving corporation) of all of the 
outstanding capital stock of Licensee by Triarc Companies, Inc. or its 
affiliates.
      
            18.Governing Law.  This letter agreement shall be governed by the 
            -----------------
law of the State of New Jersey.
      
            19.Amendment.  This letter agreement may not be amended or 
            -------------
otherwise modified, and no provision hereof may be waived, except in writing 
signed by each of the parties hereto.
      
            20.Effectiveness. This letter agreement shall be effective upon 
            -----------------
execution by each of the parties hereto.  This letter agreement shall 
supersede all prior agreements between the parties hereto with respect to the 
subject matter hereof (including, without limitation, the Prior Master 
Agreement to the extent amended hereby).  This letter agreement is the legal, 
valid and binding obligation of each of the parties hereto.  The parties 
hereto intend to execute and deliver a definitive new Master Agreement 
embodying the terms of this letter agreement, but until such time as it is 
executed and delivered, this letter agreement shall be deemed a legal, valid 
and binding obligation of each of the parties hereto.  In consideration for 
the execution, delivery and performance of this letter agreement, Licensee 
agrees promptly to issue to Owner: (i) 10,000 shares of common stock of 
Licensee.  (Owner acknowledges that such shares will not be registered under 
the Securities Act of 1933, as amended, and agrees to execute and deliver a 
subscription agreement containing customary representations and warranties 
substantially in the form  forwarded to Owner on July 2, 1997); and (ii) 
$200,00 payable in cash, as follows: $125,000 payable on March 31, 1998 and 
$75,000 payable on March 31, 1999.  The obligation referenced in the 
preceding clause (ii) shall be evidenced by Licensee's Promissory Note, the 
form and terms of which shall be mutually agreed to by the parties.  

            21.Counterparts.  This letter agreement may be executed in one or 
            ----------------
more counterparts, each of which shall be deemed an original, but all of 
which together shall constitute one and the same instrument.  The parties 
agree that a telecopied signature  shall be deemed an original and shall be 
sufficient to evidence execution and delivery of this letter agreement by the
applicable party.
      
                               -9-


<PAGE>

             22.Release.(a)   Owner's Release.  In consideration of the 
             -----------      ----------------
consideration payable pursuant to paragraph 20 of this letter agreement, the 
Owner, and each of its affiliates, officers, directors, employees (including 
Messrs. Michael and William Fessler), executors, representatives, agents, 
successors and assigns (collectively, the "Owner Group") covenants not to sue 
or pursue any litigation against, and waives, releases and discharges 
Licensee and each of its affiliates, officers, directors, employees 
(including Samuel Simpson and William Rutter), executors, agents, successors 
and assigns, any parent entity, present or future, (collectively, the 
"Licensee Group"), from any and all charges or causes of action it may have
against any of them, including but not limited to any claims, demands, rights,
judgments, defenses, actions or causes of action whatsoever, of any and every 
kind and description, whether known or unknown, incurred or not incurred, that
the Owner Group have, ever had, now have, or shall or may hereafter assert
with respect to any fact or event existing on August 11, 1997 or occurring 
before such date (collectively, "Claims") for or on the account of any 
liability, damage, loss, costs and expense of whatever kind connected with, 
arising out of or in any way related to the terms of this letter agreement 
and the negotiation of the terms hereof, including any Claims made or that 
would have been made in the letter dated July 18, 1997 from Archer & Greiner 
to Licensee; provided, however, that nothing in this subparagraph 22 shall 
release the Licensee Group from any obligation arising under the terms of the 
Prior Master Agreement.    
      
           (b) Licensee Release.  In consideration of the terms and provisions 
           ---------------------
of this letter agreement, the Licensee Group covenants not to sue or pursue 
any litigation against, and waives, releases and discharges the Owner Group 
from any and all charges or cause of action it may have against any of them, 
including but not limited to any Claims for or on the account of any 
liaibility, damage, loss, costs and expense of whatever kind connected with, 
arising out of or in any way related to the terms of this letter agreement 
and the negotiation of the terms hereof; provided, however, that nothing in 
this subparagraph (b) shall release the Owner Group from any obligation 
arising under the terms of the Prior Master Agreement.   
      
           IN WITNESS WHEREOF, this letter agreement has been duly executed 
as of the day, month, and year first above written.
      
(Registrant)           STEWART'S RESTAURANTS, INC.
(Date)                 August 11, 1997      
By:(Signature)         /s/ Michael W. Fessler
(Name and Title)       Michael w. Fessler
                       President
      
      
(Registrant)           CABLE CAR BEVERAGE CORPORATION
(Date)                 August 11, 1997      
By:(Signature)         /s/ Samuel M. Simpson      
(Name and Title)       Samuel M. Simpson
                       President
      
      




                               -10-

<PAGE>

 PARAGRAPHS 13, 17 AND 20 AGREED TO AND ACCEPTED:
      
      /s/ William Fessler      
      ____________________________________
      William Fessler
      
      /s/ Michael W. Fessler
      ____________________________________
      Michael W. Fessler
      
      







                            -11-



