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                                                           10-W

                      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 December 1, 1993, as amended 
(as so amended the "Prior Fountain Agreement") between us and you.  This 
letter agreement confirms the amendments and modifications to the Prior 
Fountain Agreement that we have agreed to.  Except as amended by this letter
agreement, the Prior Fountain 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 Fountain Agreement.  To 
the extent there is any inconsistency between the terms of this letter 
agreement and the Prior Fountain 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.   Grant of License; Territory.  
          ----------------------------
          (a)  Owner hereby grants to Licensee a perpetual exclusive license 
               to manufacture, distribute and sell, and to license others to 
               manufacture, distribute and sell post mix syrups and pre mix 
               beverages throughout the world, except that Owner shall retain
               only the right to sell post mix syrups and pre mix beverages 
               to any of Owner's company-owned, licensed or franchised 
               STEWART'S Restaurants, Drive-Ins or mobile food and beverage 
               concession trailers, in each case where the STEWART'S brand is 
               the primary brand associated with such location.  Licensee 
               agrees to respect the geographic limitations on sales of 
               STEWART'S products by Owner or third parties to the extent 
               that such limitations are set forth in writing in an agreement
               existing on the date hereof with Owner's licensees or 
               franchisees.  Owner represents that in no circumstance, other 
               than with respect to a licensee in Huntington, West Virginia, 
               is the geographic limitation contained in any such agreement 
               in excess of 5 miles.  To the extent permitted by applicable 
   
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               law, Owner agrees not to enter into or renew any license, 
               franchise or similar agreement which contains any geographic
               limitation on the right of Licensee to sell any product under 
               the STEWART'S trademark.  
   
      
          (b)  Owner agrees to assign the Licensee all of its rights 
               under and with respect to its agreements with Somerset 
               Syrup, of Edison, New Jersey, General Carbonator, of
               Philadelphia, Pennsylvania, Doug's Classic 57, in 
               Alliance, Ohio ("Doug's") and Arlene's Dog n' Suds, in 
               Elyria, Ohio ("Arlene's"); provided that Licensee shall 
               enter into a sublicense agreement with Owner pursuant to
               which Owner may continue to sell STEWART'S products to 
               Doug's and Arlene's.
      
            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 (which term, for all 
               purposes of this letter agreement and the Prior Fountain 
               Agreement, shall mean all non-carbonated and carbonated 
               non-alcoholic beverages, in post mix syrup and pre mix 
               beverage form).
      
          (b)  Commencing January 1, 1998, Licensee may purchase soft drink 
               concentrates or syrups for making STEWART'S post mix syrup 
               and premix beverages from any supplier without the approval of 
               Owner; provided, however that any concentrates or syrups 
               purchased shall comply with the quality standards set forth 
               in clause (a) above.  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.
      
          (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.
      
          (e)  Each party agrees to indemnify and hold the other party 
               harmless from any and all claims, suits, loss or damage 
               

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               (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 letter 
               agreement and the Prior Fountain Agreement.
      
            3.Labelling 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 Fountain Agreement, as amended hereby.
      
            5.Royalties.  
            ------------
           (a)  Licensee shall pay the royalties set forth in the Prior 
                Fountain Agreement  on a monthly basis within 20 days after 
                the month for which such royalties 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.  
      
           (b)  The annual minimum royalties to be paid by Licensee to Owner 
                under the Prior Fountain Agreement, as amended hereby, shall 
                be (i) $20,000 for each of calendar years 1998 and 1999, (ii)
                $40,000 for calendar year 2000, (iii) $60,000 for calendar
                year 2001, (iv) $80,000 for calendar year 2002 and (v) 
                $100,000 for calendar year 2003 and thereafter.  Such minimum 
                royalties shall be paid in advance, on or prior to January 31 
                of each year, and shall be credited against actual royalties 
                due and payable by Licensee to Owner under the Prior Fountain
                Agreement.
      
            6.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 


                           -3-


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party's interest therein.
      
            7.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 (including with respect to soft 
                drinks in post mix syrup and pre mix beverage form) 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.
      
           (b)  The Owner agrees to take whatever action may be requested by 
                Licensee to register and maintain the mark STEWART'S for soft
                drinks (including with respect to soft drinks in post mix 
                syrup and pre mix beverage form) 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 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 License 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 Agreement dated July 11, 1989, as
                amended, between the parties hereto.
      
            8.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 


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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; 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 
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 expenses 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.
      
            9.Ownership.  The Licensee shall own all formulae, rights to 
            ------------
packaging and other rights with respect to STEWART'S soft drinks in post mix 
syrup and pre mix beverage form (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 in post mix syrup or 
pre mix beverage form, Owner shall change the formula that it uses for its 
corresponding product so as to be substantially identical to Licensee's 
formula so long as such change is being made by Licensee in its reasonable
business judgement (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 

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any such product; provided, however, the the case of clause (i) Owner shall 
not be required to change its formula without its consent, which shall not be
unreasonably withheld.
      
            10.Term.  The Prior Fountain Agreement, as amended hereby, shall 
            --------
be perpetual unless sooner terminated as provided in the Prior Fountain 
Agreement, as amended hereby.
      
            11.Termination.  
            ---------------
           (a)  In the case of a material violation by either party of any 
                one or more of the material terms of this 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 Fountain 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, theOwner may 
                not terminate this letter agreement or the Prior Fountain 
                Agreement.
      
           (b)  Notwithstanding anything to the contrary, the Prior Fountain 
                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 Fountain Agreement.
      
            12.Arbitration.  All disputes under this letter agreement or the 
            ---------------
Prior Fountain 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.

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            13.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.
      
            14.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
           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.
      
            15.Assignment.  This letter agreement shall be binding on the 
            --------------
successors and permitted assigns of the Licensee.  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 Fountain Agreement shall be subject to the terms 
of the Agreement dated July 11, 1989, as amended, between us and you.  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.
      
            16.Governing Law.  This letter agreement shall be governed by the 
            -----------------
law of the State of New Jersey.
      
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            17.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.
      
            18.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 Fountain 
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 Fountain Agreement 
embodying the terms of this letter agreement, but until such time as it is  
executed and delivered, this letter agreement shall be deemed the 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) 140,000 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) 
$200,000 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.
        
            19.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.
      
            20.Mutual Releases.  (a)   Owner's Release.  In consideration of 
            -------------------     -------------------
the consideration payable pursuant to paragraph 18 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 20 shall release the Licensee Group from any obligation arising 
under the terms of the Prior Fountain Agreement.    
      
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           (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 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; provided, however, that 
nothing in this subparagraph (b) shall release the Owner Group from any 
obligation arising under the terms of the Prior Fountain 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                                    
                       Samuel M. Simpson
                       President
      
      
      Paragraph 20 Agreed to and Accepted:
      
      /s/ William Fessler      
      ________________________________
      William Fessler
      
      /s/ Michael W. Fessler
      _________________________________
      Michael W. Fessler
      
      
