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                                 AMENDMENT NO. 1

                                       TO

                              TAX SHARING AGREEMENT

         Amendment No. 1 to Tax Sharing Agreement (this "Amendment") made as of
the 23rd day of April, 1999 by and among Triarc Companies, Inc., a Delaware
corporation ("TRI"), Triarc Consumer Products Group, LLC ("TCPG"), a Delaware
limited liability company and Triarc Beverage Holdings Corp. ("TBHC"), Snapple
Beverage Corp. ("Snapple"), Mistic Brands, Inc. ("Mistic"), Cable Car Beverage
Corp. ("Cable Car"), RC/Arby's Corporation ("RCAC"), Royal Crown Company, Inc.
("RCCI"), Arby's, Inc. ("Arby's"), each a Delaware corporation, and ARHC, LLC
("ARHC"), a Delaware limited liability company.

         Each of the parties hereto is a party to a Tax Sharing Agreement made
as of February 25, 1999 (the "Tax Sharing Agreement"). Capitalized terms used
herein and not otherwise defined have the meanings given to them in the Tax
Sharing Agreement.

         Each of the parties to the Tax Sharing Agreement have determined that
it would be in its best interest to amend the terms thereof to the extent set
forth in this Amendment.

         Accordingly, the parties to this Amendment agree as follows:

         1. Amendment to the Tax Sharing Agreement. Section 2 of the Tax Sharing
Agreement is hereby amended and restated to read in its entirety to read as
follows:

         "2.  Computation of Tax Liability of the TCPG Group

         For the first taxable year ending after the Effective Date, and for
         each subsequent taxable year of the TRI Group for which this Agreement
         remains in effect, TCPG shall pay or cause to be paid to TRI (in the
         manner provided in Section 1.4 hereof), on behalf of itself and any





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         members of the TCPG Group, an amount equal to the federal income tax
         liability that would have been payable by the members of the TCPG Group
         for such year, determined as if TCPG had filed a separate, consolidated
         federal income tax return for such year and all prior years for which
         the Agreement was in effect on behalf of itself and all TCPG
         Subsidiaries that were includible corporations (within the meaning of
         section 1504(a)(1) of the Code) in the TCPG Group for such year,
         computed in accordance with the actual elections, conventions and other
         determinations with respect to the TCPG Group reflected in the
         Consolidated Return filed by TRI; provided, however, that (i) any item
         of income or loss of a member of the TCPG Group that is treated as
         deferred on the Consolidated Return filed by TRI (e.g., gain or loss on
         an intercompany transaction between a member of the TCPG Group and TRI
         that is deferred pursuant to section 1.1502-13 or 1.1502-13T of the
         regulations) shall be taken into account in computing taxable income of
         the TCPG Group for purposes of this Agreement only at such time and in
         such amount as such item is actually taken into account on the
         Consolidated Return filed by TRI; and (ii) the following items shall be
         disregarded: (a) losses, credits and overpayments of any member of the
         TCPG Group carried over from 1998 or prior years; (b) deductions with
         respect to the write-off of call premiums and debt issuance expenses on
         indebtedness of members of the TCPG Group that was outstanding prior to
         the Effective Date; (c) deductions with respect to the exercise or
         payment in cancellation of stock options of TRI; and (d) any losses
         with respect to any investment made prior to the Effective Date in
         Chesapeake Insurance Company Limited by a member of the TCPG Group,
         provided, further, however, that from and after April 23, 1999 the
         foregoing items shall be disregarded only to the extent that the
         reduction in the value of such items as a result of this clause (ii)
         shall not cause a default under Section 7.2.4(a) of the Credit
         Agreement dated as of February 25, 1999 (the "Credit Agreement') among
         Snapple, Mistic, Cable Car, RCAC, RCCI, the various financial
         institutions party thereto, DLJ Capital Funding, Inc., as syndication
         agent, Morgan Stanley Senior Funding, Inc., as documentation agent, and
         The Bank of New York, as administrative agent. Notwithstanding the
         foregoing, the amount by which any payment hereunder shall be reduced
         by the second proviso in clause (ii) of the preceding sentence shall be
         due and payable hereunder at such time as the corresponding reduction
         in the value of the items set forth in clause (ii) of the preceding
         sentence would not cause a default under Section 7.2.4 (a) of the
         Credit Agreement. If TCPG shall be the sole member of the TCPG Group
         for any year (or portion thereof), the payment required to be made by
         or on behalf of TCPG pursuant to this Section 2 shall be determined as
         hereinbefore provided in this Section, but as if TCPG had filed a
         separate income tax return for such year (or portion thereof). Any
         amount payable by or on behalf of TCPG pursuant to this Section 2 shall
         be allocated among the members of the TCPG Group as directed by TCPG.
         Payments 






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         made by TCPG or on behalf of TCPG by the TCPG Subsidiaries pursuant to
         this Section and Section 1.3 above shall be in lieu of any other
         payment by the TCPG Group (or any member thereof) on account of its
         share, if any, of the consolidated federal income tax liability of the
         TRI Group for such taxable year. Except as hereinbefore provided with
         respect to deferred transaction, payments made for any taxable year by
         TCPG pursuant to this Section 2 shall be made without regard to the
         actual consolidated federal income tax liability, if any, of the TRI
         Group for such taxable year."

         2. Effective Date. Upon the execution and delivery hereof, this
Amendment shall have effect from the date as of which the Tax Sharing Agreement
was executed and delivered.

         3. Confirmation of the Tax Sharing Agreement. Except to the extent
amended by this Amendment, the provisions of the Tax Sharing Agreement are
hereby confirmed and shall remain in full force and effect.

         4. Successors and Assigns. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their successors and assigns.

         5. Governing Law. This Amendment shall be governed by the laws of the
State of New York, without regard to the conflict of laws rules thereof.

         6. Counterparts. This Amendment may be executed into one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         In Witness Whereof, the parties have executed this Amendment as of the
date first above written.






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<TABLE>

<S>                                 <C> 
TRIARC COMPANIES, INC.              TRIARC CONSUMER PRODUCTS
                                    GROUP, LLC

By: /s/ Francis T. McCarron         By: /s/ Francis T. McCarron 
   -----------------------------       --------------------------------
Name:  Francis T. McCarron          Name:  Francis T. McCarron
Title: Sr Vice President - Taxes    Title: Sr Vice President - Taxes

TRIARC BEVERAGE HOLDINGS            SNAPPLE BEVERAGE CORP.
CORP.

By: /s/ Francis T. McCarron         By: /s/ Francis T. McCarron 
   -----------------------------       --------------------------------
Name:  Francis T. McCarron          Name:  Francis T. McCarron
Title: Sr Vice President - Taxes    Title: Sr Vice President - Taxes

MISTIC BRANDS, INC.                 CABLE CAR BEVERAGE CORP.

By: /s/ Francis T. McCarron         By: /s/ Francis T. McCarron 
   -----------------------------       --------------------------------
Name:  Francis T. McCarron          Name:  Francis T. McCarron
Title: Sr Vice President - Taxes    Title: Sr Vice President - Taxes

RC ARBY'S CORPORATION               ROYAL CROWN COMPANY, INC.


By: /s/ Richard H. Hagerup          By: /s/ Francis T. McCarron 
   -----------------------------       --------------------------------
Name:  Richard H. Hagerup           Name:  Francis T. McCarron
Title: Controller                   Title: Sr Vice President - Taxes

ARBY'S, INC.                        ARHC, LLC

By: /s/ Francis T. McCarron         By: /s/ Stuart I. Rosen
    -----------------------------       --------------------------------
Name:  Francis T. McCarron          Name:  Stuart I. Rosen
Title: Sr Vice President - Taxes    Title: Vice President





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</TABLE>

