

<PAGE>


                       TRIARC CONSUMER PRODUCTS GROUP, LLC
                          TRIARC BEVERAGE HOLDING CORP.

                              LETTER OF TRANSMITTAL


                          TO TENDER FOR EXCHANGE THEIR
                   10 1/4% SENIOR SUBORDINATED NOTES DUE 2009


            THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY
         TIME, ON              , 1999, UNLESS EXTENDED (THE "EXPIRATION
           DATE"). TENDERS OF INITIAL NOTES MAY BE WITHDRAWN PRIOR TO
             5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.


               Delivery to: The Bank of New York, Exchange Agent

<TABLE>
<S>                                  <C>                                   <C>
By Registered or Certified Mail:         By Facsimile in New York:          By Overnight Courier or Hand:
     The Bank of New York             (for Eligible Institutions only)           The Bank of New York
  101 Barclay Street-Floor 7E                  (212) 815-6339                     101 Barclay Street
   New York, New York 10286                                                 Corporate Trust Service Window
    Attention:  [_______]                  Confirm by Telephone:                     Ground Floor
                                            (212) 815- [_______]               New York, New York 10286
                                                                                 Attention: [_______]
</TABLE>


     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.

     PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
ANY BOX BELOW.

     The undersigned acknowledges that he or she has received and reviewed the
Prospectus, dated                , 1999 (the "Prospectus"), of Triarc Consumer
Products Group, LLC, a Delaware limited liability company (the "Company"), and
Triarc Beverage Holdings Corp. (together with the Company, the "Issuers"), and
this Letter of Transmittal (the "Letter"), which together constitute the
Issuers' offer (the "Exchange Offer") to exchange $300,000,000 in aggregate
principal amount of their 10 1/4% Senior Subordinated Notes due 2009 (the
"Exchange Notes"), for a like principal amount of their outstanding 10 1/4%
Senior Subordinated Notes due 2009 (the "Initial Notes") that were issued
and sold in reliance upon




<PAGE>
<PAGE>


                                                                               2


an exemption from registration under the Securities Act of 1933, as amended (the
"Securities Act").

     For each Initial Note accepted for exchange, the holder of such Initial
Note will receive an Exchange Note having a principal amount equal to that of
the surrendered Initial Note.

     This Letter is to be completed by a holder of Notes either if certificates
are to be forwarded herewith or if a tender of certificates for Initial Notes,
if available, is to be made by book-entry transfer to the account maintained by
the Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in "The Exchange Offer--
Procedures for Tendering Initial Notes-Book-Entry Delivery Procedure" section of
the Prospectus and an Agent's Message (as defined herein) is not delivered.
Delivery of this Letter and any other required documents should be made to the
Exchange Agent. Delivery of documents to the Book-Entry Transfer Facility does
not constitute delivery to the Exchange Agent.

     Holders of Initial Notes whose certificates are not immediately available,
or who are unable to deliver their certificates (or cannot obtain a confirmation
of the book-entry tender of their Initial Notes into the Exchange Agent's
account at the Book-Entry Transfer Facility (a "Book-Entry Confirmation") on a
timely basis) and all other documents required by this Letter to the Exchange
Agent on or prior to the Expiration Date, must tender their Initial Notes
according to the guaranteed delivery procedures set forth in "The Exchange
Offer-Procedures for Tendering Initial Notes-Guaranteed Delivery Procedure"
section of the Prospectus. See Instruction 1.

     The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer. Holders who wish to exchange their Initial Notes must
complete this Letter in its entirety.

     THE INSTRUCTIONS INCLUDED WITH THIS LETTER MUST BE FOLLOWED. QUESTIONS AND
REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS
LETTER MAY BE DIRECTED TO THE EXCHANGE AGENT.






<PAGE>
<PAGE>


                                                                               3



     List below the Initial Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Initial Notes should be listed on a separate signed schedule affixed to this
Letter.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
                                    DESCRIPTION OF INITIAL NOTES
                                        (SEE INSTRUCTION 2)
------------------------------------------------------------------------------------------------------
<S>                                              <C>              <C>              <C>
                                                                     Aggregate                        
                                                                     Principal         Principal
Name(s) and Address(es) of Registered Holder(s)                       Amount             Amount
 Exactly as Name(s) appear(s) on Initial Notes     Certificate      Represented       Tendered (if
          (Please fill in, if blank)                Number(s)*    by Certificate    less than all)**
------------------------------------------------------------------------------------------------------

                                                 -----------------------------------------------------

                                                 -----------------------------------------------------

                                                 -----------------------------------------------------

                                                 -----------------------------------------------------

                                                 -----------------------------------------------------

                                                 -----------------------------------------------------
                                                      Total
------------------------------------------------------------------------------------------------------
 *  Need not be completed if Initial Notes are being tendered by book-entry transfer.

**  Unless otherwise indicated in this column, the holder will be deemed to have tendered the full
    aggregate principal amount represented by such Initial Notes. See Instruction 2. Initial Notes
    tendered hereby must be in integral multiples of $1,000. See Instruction 1.
------------------------------------------------------------------------------------------------------
</TABLE>

[ ]  CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
     TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
     BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

     Name of Tendering Institution: ____________________________________________

     Account Number: ________________________ Transaction Code Number: _________

     By crediting Initial Notes to the Exchange Agent's Account at the
Book-Entry Transfer Facility in accordance with the Book-Entry Transfer
Facility's Automated Tender Offer Program ("ATOP") and by complying with
applicable ATOP procedures with respect to the Exchange Offer, including
transmitting an Agent's Message to the Exchange Agent in which the holder of
Initial Notes acknowledges and agrees to be bound by the terms of this Letter,
the participant in ATOP confirms on behalf of itself and the beneficial owners
of such Initial Notes all provisions of this Letter applicable to it and such
beneficial owners as if it had completed the information required herein and
executed and transmitted this Letter to the Exchange Agent.




<PAGE>
<PAGE>


                                                                               4



[ ]  CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A
     NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

     Name(s) of Registered Holder(s): __________________________________________

     Window Ticket Number (if any): ____________________________________________

     Date of Execution of Notice of Guaranteed Delivery: _______________________

     Name of Eligible Institution that Guaranteed Delivery: ____________________

     IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:

     Account Number:___________________ Transaction Code Number: _______________

[ ]  CHECK HERE IF YOU ARE A BROKER-DEALER.

[ ]  CHECK HERE IF YOU WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS
     AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

     Name: _____________________________________________________________________

     Address: __________________________________________________________________

              __________________________________________________________________






<PAGE>
<PAGE>


                                                                               5


               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY


Ladies and Gentlemen:

     Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuers for exchange the aggregate principal
amount of Initial Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Initial Notes tendered hereby, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Issuers all
right, title and interest in and to such Initial Notes as are being tendered
hereby.

     The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the agent and attorney-in-fact of the undersigned (with full knowledge
that the Exchange Agent also acts as the agent of the Issuers in connection with
the Exchange Offer) with respect to the tendered Initial Notes with full power
of substitution to (i) deliver such Initial Notes, or transfer ownership of such
Initial Notes on the account books maintained by the Book-Entry Transfer
Facility, to the Issuers and deliver all accompanying evidences of transfer and
authenticity, and (ii) present such Initial Notes for transfer on the books of
the Issuers and receive all benefits and otherwise exercise all rights of
beneficial ownership of such Initial Notes, all in accordance with the terms of
the Exchange Offer. The power of attorney granted in this paragraph shall be
deemed to be irrevocable and coupled with an interest.

     The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Initial Notes
tendered hereby and to acquire Exchange Notes issuable upon the exchange of such
tendered Initial Notes, and that the Issuers will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim when the same are accepted by
the Issuers.

     The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the Exchange Notes issued in exchange for the Initial Notes
pursuant to the Exchange Offer may be offered for resale, resold and otherwise
transferred by holders thereof (other than (i) any such holder that is an
"affiliate" of the Issuers within the meaning of Rule 405 under the Securities
Act or (ii) any broker-dealer that purchases Initial Notes from the Issuers to
resell pursuant to Rule 144A under the Securities Act ("Rule 144A") or any other
available exemption), without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such Exchange Notes are
acquired in the ordinary course of such holders' business and such holders have
no arrangement with any person to participate in the distribution of such
Exchange Notes and are not participating in, and do not intend to participate
in, the distribution of the Exchange Notes. The undersigned acknowledges that
the Issuers do not intend to request the SEC to consider, and the SEC has not
considered the Exchange Offer in




<PAGE>
<PAGE>


                                                                               6



the context of a no-action letter, and there can be no assurance that the staff
of the SEC would make a similar determination with respect to the Exchange Offer
as in other circumstances. The undersigned acknowledges that any holder that is
an affiliate of the Issuers, or is participating in or intends to participate in
or has any arrangement or understanding with respect to the distribution of the
Exchange Notes to be acquired pursuant to the Exchange Offer, (i) cannot rely on
the applicable interpretations of the staff of the SEC and (ii) must comply with
the registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction.

     The undersigned hereby further represents that (i) any Exchange Notes
acquired pursuant to the Exchange Offer are being acquired in the ordinary
course of business of the person receiving such Exchange Notes, whether or not
such person is the holder; (ii) such holder or other person has no arrangement
or understanding with any person to participate in, a distribution of such
Exchange Notes within the meaning of the Securities Act and is not participating
in, and does not intend to participate in, the distribution of such Exchange
Notes within the meaning of the Securities Act and (iii) such holder or such
other person is not an "affiliate," as defined in Rule 405 under the Securities
Act, of the Issuers or, if such holder or such other person is an affiliate,
such holder or such other person will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable.
If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaging in, and does not intend to engage in, a distribution of Exchange
Notes. If the undersigned is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Initial Notes, it represents that the
Initial Notes to be exchanged for the Exchange Notes were acquired by it as a
result of market-making or other trading activities and acknowledges that it
will deliver a prospectus in connection with any resale, offer to resell or
other transfer of such Exchange Notes; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.

     The undersigned also warrants that acceptance of any tendered Initial Notes
by the Issuers and the issuance of Exchange Notes in exchange therefor shall
constitute performance in full by the Issuers of certain of their obligations
under the Registration Rights Agreement.

     The undersigned will, upon request, execute and deliver any additional
documents deemed by the Issuers to be necessary or desirable to complete the
sale, assignment and transfer of the Initial Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in this Letter.

     The undersigned understands that tenders of the Initial Notes pursuant to
any one of the procedures described under "The Exchange Offer--Procedures for
Tendering Initial Notes" in the Prospectus and in the instructions hereto will
constitute a binding agreement




<PAGE>
<PAGE>


                                                                               7



between the undersigned and the Issuers in accordance with the terms and subject
to the conditions of the Exchange Offer.

     The undersigned recognizes that, under certain circumstances set forth in
the Prospectus under "The Exchange Offer--Conditions to the Exchange Offer" the
Issuers may not be required to accept for exchange any of the Initial Notes
tendered. Initial Notes not accepted for exchange or withdrawn will be returned
to the undersigned at the address set forth below unless otherwise indicated
under "Special Delivery Instructions" below.

     Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Notes (and, if applicable,
substitute certificates representing Initial Notes for any Initial Notes not
exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Initial Notes, please credit the account indicated above maintained
at the Book Entry Transfer Facility. Similarly, unless otherwise indicated under
the box entitled "Special Delivery Instructions" below, please send the Exchange
Notes (and, if applicable, substitute certificates representing Initial Notes
for any Initial Notes not exchanged) to the undersigned at the address shown
below the undersigned's signature(s). In the event that both "Special Issuance
Instructions" and "Special Delivery Instructions" are completed, please issue
the Exchange Notes issued in exchange for the Initial Notes accepted for
exchange (and, if applicable, substitute certificates representing Initial Notes
for any Initial Notes not exchanged) in the names of the person(s) so indicated.
The undersigned recognizes that the Issuers have no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Initial Notes from the name of the registered holder(s) thereof if the
Issuers do not accept for exchange any of the Initial Notes so tendered for
exchange.

     THE BOOK-ENTRY TRANSFER FACILITY, AS THE HOLDER OF RECORD OF CERTAIN
INITIAL NOTES, HAS GRANTED AUTHORITY TO THE BOOK-ENTRY TRANSFER FACILITY
PARTICIPANTS WHOSE NAMES APPEAR ON A SECURITY POSITION LISTING WITH RESPECT TO
SUCH INITIAL NOTES AS OF THE DATE OF TENDER OF SUCH INITIAL NOTES TO EXECUTE AND
DELIVER THIS LETTER AS IF THEY WERE THE HOLDERS OF RECORD. ACCORDINGLY, FOR
PURPOSES OF THIS LETTER, THE TERM "HOLDER" SHALL BE DEEMED TO INCLUDE SUCH
BOOK-ENTRY TRANSFER FACILITY PARTICIPANTS.





<PAGE>
<PAGE>


                                                                               8


     THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF INITIAL
NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
INITIAL NOTES AS SET FORTH IN SUCH BOX ABOVE.


<TABLE>
<S>                                                          <C>
             SPECIAL ISSUANCE INSTRUCTIONS                               SPECIAL DELIVERY INSTRUCTIONS
             (SEE INSTRUCTIONS 3, 4 AND 5)                               (SEE INSTRUCTIONS 3, 4 AND 5)

  To be completed ONLY if certificates for Initial              To be completed ONLY if certificates for Initial
Notes not tendered or not accepted for exchange,              Notes not tendered or not accepted for exchange,    
or Exchange Notes issued in exchange for Initial              or Exchange Notes issued in exchange for Initial    
Notes accepted for exchange, are to be issued in              Notes accepted for exchange, are to be sent to      
the name of and sent to someone other than the                someone other than the undersigned or to the        
undersigned, or if Initial Notes delivered by                 undersigned at an address other than shown in the   
book-entry transfer which are not accepted for                box entitled "Description of Initial Notes" above.  
exchange are to be returned by credit to an                   
account maintained at the Book-Entry Transfer
Facility other than the account indicated above.

Issue (certificates) to:                                      Mail to:

Name(s):__________________________________________            Name(s):___________________________________________
             (PLEASE TYPE OR PRINT)                                         (PLEASE TYPE OR PRINT)

__________________________________________________            ___________________________________________________
             (PLEASE TYPE OR PRINT)                                         (PLEASE TYPE OR PRINT)

Address:  ________________________________________            Address:  _________________________________________

__________________________________________________            ___________________________________________________
              (INCLUDE ZIP CODE)                                             (INCLUDE ZIP CODE)

__________________________________________________            ___________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)            TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER

            (COMPLETE SUBSTITUTE FORM W-9)                              (COMPLETE SUBSTITUTE FORM W-9)


[ ] Credit unexchanged Initial Notes delivered by
    book-entry transfer to the Book-Entry Transfer
    Facility account set forth below.


    ______________________________________________
             (BOOK-ENTRY TRANSFER FACILITY
            ACCOUNT NUMBER, IF APPLICABLE)
</TABLE>


IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER
OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU HEREOF (IN EACH CASE,
TOGETHER WITH THE CERTIFICATE(S) FOR INITIAL NOTES OR A CONFIRMATION OF
BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.


                  PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
                   CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.




<PAGE>
<PAGE>


                                                                               9



                                PLEASE SIGN HERE

            (TO BE COMPLETED BY ALL TENDERING HOLDERS WHETHER OR NOT
               INITIAL NOTES ARE BEING PHYSICALLY TENDERED HEREBY)

     (PLEASE ALSO COMPLETE AND RETURN THE ACCOMPANYING SUBSTITUTE FORM W-9)


X ____________________________________________________   _________________, 1999

X ____________________________________________________   _________________, 1999
                SIGNATURE(S) OF OWNER(S)                        DATE

   AREA CODE AND TELEPHONE NUMBER:__________________________________________

   IF A HOLDER IS TENDERING ANY INITIAL NOTES, THIS LETTER MUST BE SIGNED BY THE
REGISTERED HOLDER(S) EXACTLY AS THE NAME(S) APPEAR(S) ON THE CERTIFICATE(S) FOR
THE INITIAL NOTES OR ON A SECURITY POSITION LISTING AS THE OWNER OF INITIAL
NOTES BY PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY A PROPERLY
COMPLETED BOND POWER FROM THE REGISTERED HOLDER(S), A COPY OF WHICH MUST BE
TRANSMITTED WITH THIS LETTER. IF INITIAL NOTES TO WHICH THIS LETTER RELATES ARE
HELD OF RECORD BY TWO OR MORE JOINT HOLDERS, THEN ALL SUCH HOLDERS MUST SIGN
THIS LETTER. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN,
OFFICER OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, THEN
SUCH PERSON MUST (i) SET FORTH HIS OR HER FULL TITLE BELOW AND (ii) UNLESS
WAIVED BY THE ISSUERS, SUBMIT EVIDENCE SATISFACTORY TO THE ISSUERS OF SUCH
PERSON'S AUTHORITY TO SO ACT. SEE INSTRUCTION 3.

NAME(S):________________________________________________________________________
                             (PLEASE TYPE OR PRINT)
________________________________________________________________________________
                             (PLEASE TYPE OR PRINT)
CAPACITY: ______________________________________________________________________

ADDRESS:  ______________________________________________________________________

________________________________________________________________________________
                              (INCLUDING ZIP CODE)


                 SIGNATURE GUARANTEE BY AN ELIGIBLE INSTITUTION
                         (IF REQUIRED BY INSTRUCTION 3)

SIGNATURE(S) GUARANTEED BY
AN ELIGIBLE INSTITUTION: _______________________________________________________
                             (AUTHORIZED SIGNATURE)

________________________________________________________________________________
                                     (TITLE)

________________________________________________________________________________
                                 (NAME OF FIRM)

________________________________________________________________________________
                           (ADDRESS, INCLUDE ZIP CODE)

________________________________________________________________________________
                        (AREA CODE AND TELEPHONE NUMBER)

DATED:_________________________, 1999





<PAGE>
<PAGE>


                                                                              10



                                  INSTRUCTIONS

         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER


1.   DELIVERY OF THIS LETTER AND INITIAL NOTES; GUARANTEED DELIVERY PROCEDURES.

     This Letter is to be completed by noteholders either if certificates are to
be forwarded herewith or if tenders are to be made pursuant to the procedures
for delivery by book-entry transfer set forth in "The Exchange Offer--Procedures
for Tendering Initial Notes--Book-Entry Transfer" section of the Prospectus and
an Agent's Message is not delivered. Certificates for all physically tendered
Initial Notes, or Book-Entry Confirmation, as the case may be, as well as a
properly completed and duly executed Letter (or manually signed facsimile
hereof) and any other documents required by this Letter, must be received by the
Exchange Agent at the address set forth herein on or prior to 5:00 p.m., New
York City time, on the Expiration Date, or the tendering holder must comply with
the guaranteed delivery procedures set forth below. Initial Notes tendered
hereby must be in denominations of principal amount that are integral multiples
of $1,000. The term "Agent's Message" means a message, transmitted by The
Depository Trust Company and received by the Exchange Agent and forming a part
of the Book-Entry Confirmation, which states that the Book-Entry Transfer
Facility has received an express acknowledgment from a participant tendering
Initial Notes which are subject to the Book-Entry Confirmation and that such
participant has received and agrees to be bound by this Letter and that the
Issuers may enforce this Letter against such participant.

     Noteholders who wish to tender their Initial Notes and (a) whose
certificates for Initial Notes are not immediately available, or (b) who cannot
deliver their certificates and all other required documents to the Exchange
Agent on or prior to the Expiration Date, or (c) who cannot complete the
procedure for book-entry transfer on a timely basis, must tender their Initial
Notes pursuant to the guaranteed delivery procedures set forth in "The Exchange
Offer--Procedures for Tendering Initial Notes--Guaranteed Delivery Procedure"
section of the Prospectus. Pursuant to such procedures,

     (i)  such tender must be made through an Eligible Institution (as defined
          in Instruction 3 below),

     (ii) on or prior to the Expiration Date, the Exchange Agent must receive
          from such Eligible Institution a properly completed and duly executed
          Letter (or a facsimile thereof or an Agent's Message in lieu hereof)
          and Notice of Guaranteed Delivery, substantially in the form provided
          by the Issuers (by telegram, telex, facsimile transmission, mail or
          hand delivery), setting forth the name and address of the holder of
          Initial Notes and the amount of Initial Notes tendered, stating that
          the tender is being made thereby and guaranteeing that within three
          New York Stock Exchange ("NYSE") trading days after the date of
          execution of the Notice of Guaranteed Delivery, the certificates for
          all





<PAGE>
<PAGE>


                                                                              11


          physically tendered Initial Notes, or a Book-Entry Confirmation, and
          any other documents required by the Letter will be deposited by the
          Eligible Institution with the Exchange Agent, and

    (iii) the certificates for all physically tendered Initial Notes, in proper
          form for transfer, or Book-Entry Confirmation, as the case may be, and
          all other documents required by this Letter, are received by the
          Exchange Agent within three NYSE trading days after the date of
          execution of the Notice of Guaranteed Delivery.

     The method of delivery of this Letter, the Initial Notes and all other
required documents is at the election and risk of the tendering holders, but the
delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. If Initial Notes are sent by mail, it is suggested that the
mailing be made sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the
Expiration Date.

     See "The Exchange Offer" section of the Prospectus.

2.   PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY BOOK-ENTRY
     TRANSFER).

     Tenders of Initial Notes will be accepted only in integral multiples of
$1,000. If less than the entire principal amount of any Initial Notes is
tendered, the tendering holder(s) should fill in the principal amount of Initial
Notes to be tendered in the box above entitled "Description of Initial Notes."
The entire principal amount of the Initial Notes delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated. If the entire
principal amount of Initial Notes is not tendered, then Initial Notes for the
principal amount of Initial Notes not tendered and Exchange Notes issued in
exchange for any Initial Notes accepted will be sent to the holder at his or her
registered address, unless otherwise provided in the appropriate box on this
Letter, promptly after the Initial Notes are accepted for exchange.

3.   SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
     SIGNATURES.

     If this Letter is signed by the registered holder of the Initial Notes
tendered hereby, the signature must correspond with the name(s) as written on
the face of the certificates representing such Initial Notes without alteration,
enlargement or any change whatsoever.

     If this Letter is signed by a participant in the Book-Entry Transfer
Facility, the signature must correspond with the name as it appears on the
security position listing as the holder of the Initial Notes.

     If any tendered Initial Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter.




<PAGE>
<PAGE>


                                                                              12



     If any tendered Initial Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter as there are different registrations of certificates.

     When this Letter is signed by the registered holder or holders of the
Initial Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Exchange
Notes are to be issued, or any untendered Initial Notes are to be reissued, to a
person other than the registered holder, then endorsements of any certificates
transmitted hereby or separate bond powers are required. Signatures on such
certificate(s) must be guaranteed by an Eligible Institution.

     If this Letter is signed by a person other than the registered holder or
holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered holder or holders appear(s) on
the certificate(s) and signatures on such certificate(s) must be guaranteed by
an Eligible Institution.

     If this Letter or any certificates or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Issuers,
evidence satisfactory to the Issuers of their authority to so act must be
submitted with the Letter.

     Endorsements on certificates for Initial Notes or signatures on bond powers
required by this Instruction 3 must be guaranteed by a firm which is a member of
a registered national securities exchange or a member of the National
Association of Securities Dealers, Inc., or a commercial bank, a clearing
agency, insured credit union, a savings association or trust company having an
office or correspondent in the United States or an "eligible guarantor"
institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act
of 1934, as amended (each an "Eligible Institution").

     Signatures on this Letter need not be guaranteed by an Eligible Institution
if the Initial Notes are tendered: (i) by a registered holder of Initial Notes
(which term, for purposes of the Exchange Offer, includes any participant in the
Book-Entry Transfer Facility system whose name appears on a security position
listing as the holder of such Initial Notes) who has not completed the box
entitled "Special Issuance Instructions" or "Special Delivery Instructions" on
this Letter, or (ii) for the account of an Eligible Institution.

4.   SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

     Tendering holders of Initial Notes should indicate, in the applicable box
or boxes, the name and address (or account at the Book-Entry Transfer Facility)
to which Exchange Notes issued pursuant to the Exchange Offer, or substitute
Initial Notes not tendered or accepted for exchange, are to be issued or sent,
if different from the name or address of the person signing this Letter. In the
case of issuance in a different name, the employer identification or social
security number of the person named must also be indicated. Holders tendering
Initial Notes




<PAGE>
<PAGE>


                                                                              13



by book-entry transfer may request that Initial Notes not exchanged be credited
to such account maintained at the Book-Entry Transfer Facility as such
noteholder may designate hereon. If no such instructions are given, such Initial
Notes not exchanged will be returned to the name or address of the person
signing this Letter.

5.   TAX IDENTIFICATION NUMBER.

     Under the federal income tax laws, payments that may be made by the Issuers
on account of Exchange Notes issued pursuant to the Exchange Offer may be
subject to backup withholding at the rate of 31%. In order to avoid such backup
withholding, each tendering holder should complete and sign the Substitute Form
W-9 included in this Letter and either (a) provide the correct taxpayer
identification number ("TIN") and certify, under penalties of perjury, that the
TIN provided is correct and that (i) the holder has not been notified by the
Internal Revenue Service (the "IRS") that the holder is subject to backup
withholding as a result of failure to report all interest or dividends or (ii)
the IRS has notified the holder that the holder is no longer subject to backup
withholding; or (b) provide an adequate basis for exemption. If the tendering
holder has not been issued a TIN and has applied for one, or intends to apply
for one in the near future, such holder should write "Applied For" in the space
provided for the TIN in Part I of the Substitute Form W-9, sign and date the
Substitute Form W-9, and sign the Certificate of Awaiting Taxpayer
Identification Number. If "Applied For" is written in Part I, the Issuers (or
the Paying Agent under the Indenture governing the Exchange Notes) shall retain
31% of payments made to the tendering holder during the sixty (60) day period
following the date of the Substitute Form W-9. If the holder furnishes the
Exchange Agent or the Issuers with his or her TIN within sixty (60) days after
the date of the Substitute Form W-9, the Issuers (or the Paying Agent) shall
remit such amounts retained during the sixty (60) day period to the holder and
no further amounts shall be retained or withheld from payments made to the
holder thereafter. If, however, the holder has not provided the Exchange Agent
or the Issuers with his or her TIN within such sixty (60) day period, the
Issuers (or the Paying Agent) shall remit such previously retained amounts to
the IRS as backup withholding. In general, if a holder is an individual, the
taxpayer identification number is the Social Security number of such individual.
If the Exchange Agent or the Issuer is not provided with the correct taxpayer
identification number, the holder may be subject to a $50 penalty imposed by the
IRS. Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such holder must submit a statement (generally, IRS Form W-8), signed
under penalties of perjury, attesting to that individual's exempt status. Such
statements can be obtained from the Exchange Agent. For further information
concerning backup withholding and instructions for completing the Substitute
Form W-9 (including how to obtain a taxpayer identification number if you do not
have one and how to complete the Substitute Form W-9 if Initial Notes are
registered in more than one name), consult the enclosed Guidelines for
certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9
Guidelines").

     Failure to complete the Substitute Form W-9 will not, by itself, cause
Initial Notes to be deemed invalidly tendered, but may require the Issuers (or
the Paying Agent) to withhold




<PAGE>
<PAGE>


                                                                              14



31% of the amount of any payments made on account of the Exchange Notes. Backup
withholding is not an additional federal income tax. Rather, the federal income
tax liability of a person subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained.

6.   TRANSFER TAXES.

     The Issuers will pay all transfer taxes, if any, applicable to the transfer
of Initial Notes to it or its order pursuant to the Exchange Offer. If, however,
Exchange Notes or substitute Initial Notes not exchanged are to be delivered to,
or are to be registered or issued in the name of, any person other than the
registered holder of the Initial Notes tendered hereby, or if tendered Initial
Notes are registered in the name of any person other than the person signing
this Letter, or if a transfer tax is imposed for any reason other than the
transfer of Initial Notes to the Issuers or its order pursuant to the Exchange
Offer, the amount of any such transfer taxes (whether imposed on the registered
holder or any other persons) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with this Letter, the amount of such transfer taxes will be billed
directly to such tendering holder.

     Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Initial Notes specified in this Letter.

7.   WAIVER OF CONDITIONS.

     The Issuers reserve the absolute right to amend, waive or modify, in whole
or in part, any or all conditions to the Exchange Offer.

8.   NO CONDITIONAL TENDERS.

     No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Initial Notes, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Initial Notes
for exchange.

     Neither the Issuers, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of
Initial Notes nor shall any of them incur any liability for failure to give any
such notice.

9.   MUTILATED, LOST, STOLEN OR DESTROYED INITIAL NOTES.

     Any holder whose Initial Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions. This Letter and related documents cannot be processed
until the Initial Notes have been replaced.




<PAGE>
<PAGE>


                                                                              15



10.  REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

     Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus, this Letter and the Notice of Guaranteed
Delivery, may be directed to the Exchange Agent, at the address and telephone
number indicated above.

11.  INCORPORATION OF LETTER OF TRANSMITTAL.

     This Letter shall be deemed to be incorporated in and acknowledged and
accepted by any tender through the Book-Entry Transfer Facility's ATOP
procedures by any participant on behalf of itself and the beneficial owners of
any Initial Notes so tendered.

12.  WITHDRAWALS.

     Tenders of Initial Notes may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer--Withdrawal of Tenders" in the Prospectus.




<PAGE>
<PAGE>


                                                                              16



             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

                    TO BE COMPLETED BY ALL TENDERING HOLDERS
                               (SEE INSTRUCTION 5)

            PLEASE CAREFULLY READ THE IMPORTANT TAX INFORMATION BELOW


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                           PAYER'S NAME:  TRIARC CONSUMER PRODUCTS GROUP, LLC
------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                                <C>
              SUBSTITUTE                   PART I -- PLEASE PROVIDE YOUR
                                           TAXPAYER IDENTIFICATION NUMBER IN
               Form W-9                    THE BOX AT RIGHT AND CERTIFY BY                   ___________________________________
      DEPARTMENT OF THE TREASURY           SIGNING AND DATING BELOW.  See the                     Social Security Number(s)
       INTERNAL REVENUE SERVICE            enclosed "Guidelines for Certification of
                                           Taxpayer Identification Number on Substitute                      OR
     PAYER'S REQUEST FOR TAXPAYER          Form W-9" for instructions.
      IDENTIFICATION NUMBER (TIN)                                                            ___________________________________
                                                                                              Employer Identification Number(s)

------------------------------------------------------------------------------------------------------------------------------------

                                           PART II -- For Payees Exempt from Backup Withholding (see enclosed Guidelines)
          PLEASE FILL IN YOUR
        NAME AND ADDRESS BELOW
                                         -------------------------------------------------------------------------------------------
                                           CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
                                              (1) The number  shown on this form is my correct taxpayer identification number (or I
Name: ______________________________              am waiting for a number to be issued to me), and
                                              (2) I am not subject to backup withholding either because I have not been notified by
____________________________________              the Internal Revenue Service ("IRS") that I am subject to backup withholding as
     Address (Number and Street)                  a result of a failure to report all interest or dividends or the IRS has notified
                                                  me that I am no longer subject to backup withholding.
____________________________________     -------------------------------------------------------------------------------------------
      City, State and Zip Code              CERTIFICATION GUIDELINES--You must cross out item (2) of the above certification if  
                                            you have been notified by the IRS that you are subject to backup withholding because 
                                            of under reporting of interest or dividends on your tax return. However, if after    
                                            being notified by the IRS that you were subject to backup withholding you received   
                                            another notification from IRS stating that you are no longer subject to backup       
                                            withholding, do not cross out item (2).                                              

                                            Signature: _________________________________________ Date: __________________________

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

     I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number to the payer, 31 percent of
all payments made to me on account of the Exchange Notes shall be retained until
I provide a taxpayer identification number to the payer and that, if I do not
provide my taxpayer identification number within sixty (60) days, such retained
amounts shall be remitted to the Internal Revenue Service as backup withholding
and 31 percent of all reportable payments made to me thereafter will be withheld
and remitted to the Internal Revenue Service until I provide a taxpayer
identification number.

Signature: _________________________________           Date: ___________________


    NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
          WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU UNDER THE EXCHANGE
          NOTES. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION
          OF TAXPAYER STATUS" FOR ADDITIONAL DETAILS.





<PAGE>
<PAGE>


                                                                              17



             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.--
Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.


<TABLE>
<CAPTION>
FOR THIS TYPE OF ACCOUNT:                          GIVE THE SOCIAL SECURITY NUMBER OF--
--------------------------------------------------------------------------------------------
<S>                                                   <C>
1.   An  individual's account                      The individual
2.   Two or more individuals (joint                The actual owner of the account or, if
     account)                                      combined funds, the first individual on
                                                   the account (l)
3.   Husband and wife (joint account)              The actual owner of the account or, if
                                                   joint funds, either person (1)
4.   Custodian account of a minor                  The minor (2)
     (Uniform Gift to Minors Act)
5.   Adult and minor (joint account)               The adult or, if the minor is the only  
                                                   contributor, the minor (1)              
6.   Account in the name of guardian,              The ward, minor or incompetent person
     or committee for a designated                 (3)
     ward, minor or incompetent
     person
7.   a.  The  usual revocable                      The grantor-trustee (l)
         savings trust account
         (grantor is also trustee)
     b.  So-called trust account that              The actual owner(l)
         is not a legal or valid trust
         under State law
8.   Sole proprietorship account                   The owner (4)
9.   A valid trust, estate, or pension             The legal entity (5)
     trust
10.  Corporate account                             The corporation
11.  Religious, charitable, or                     The organization
     educational organization account
12.  Partnership account held in the               The partnership
     name of the business
13.  Association, club or other                    The organization
     tax-exempt organization
14.  A broker or registered nominee                The broker or nominee
</TABLE>





<PAGE>
<PAGE>


                                                                              18



             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9


<TABLE>
<S>                                                 <C>
15.  Account with the Department of                 The public entity
     Agriculture in the name of a public
     entity (such as a State or local
     government, school district, or
     prison) that receives agricultural
     program payments.
</TABLE>
--------------------------------------------------------------------------------

(1)  List first and circle the name of the person whose number you furnish. If
     only one person on a joint account has a Social Security number, that
     person's number must be furnished.
(2)  Circle the minor's name and furnish the minor's Social Security number.
(3)  Circle the ward's, minor's or incompetent person's name and furnish such
     person's social security number.
(4)  Show the name of the owner. You may also enter your business or "doing
     business as" name. You may use either your Social Security number or
     employer identification number (if you have one).
(5)  List first and circle the name of the legal trust, estate, or pension
     trust. (Do not furnish the TIN of the personal representative or trustee
     unless the legal entity itself is not designated in the account title.)

NOTE: If no name is circled when there is more than one name, the number will be
      considered to be that of the first name listed.


OBTAINING A NUMBER

     If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

     Payees specifically exempted from backup withholding on ALL payments
include the following:

     A corporation.

     A financial institution.

     An organization exempt from tax under Section 501(a) of the Internal
     Revenue Code, as amended (the "Code"), or an individual retirement plan or
     a custodial account under Section 403(b)(7) of the Code.

     The United States, or any agency or instrumentality thereof.

     A State, the District of Columbia, a possession of the United States, or
     any subdivision or instrumentality thereof.




<PAGE>
<PAGE>


                                                                              19


             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

     A foreign government, a political subdivision of a foreign government, or
     any agency or instrumentality thereof.

     An international organization or any agency, or instrumentality thereof.
         
     A registered dealer in securities or commodities registered in the U.S., or
     a possession of the U.S.
         
     A real estate investment trust.
         
     A common trust fund operated by a bank under Section 584(a) of the Code.
        
     A trust exempt from tax under Section 664 or described in Section 4947 of
     the Code.
         
     An entity registered at all times under the Investment Company Act of 1940.
         
     A foreign central bank of issue.

     Payments of interest not generally subject to backup withholding include
the following:

     Payments of interest on obligations issued by individuals.

     Note: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.

     Payments of tax-exempt interest (including exempt-interest dividends under
     Section 852 of the Code).
         
     Payments described in section 6049(b)(5) of the Code to non-resident
     aliens.
         
     Payments on tax-free covenant bonds under Section 1451.
         
     Payments made by certain foreign organizations.
         
     Payments made to a nominee.

     Exempt payees described above should file Substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM,
SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

     IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP
WITHHOLDING, FILE A COMPLETED INTERNAL REVENUE SERVICE FORM W-8 (CERTIFICATE OF
FOREIGN STATUS) WITH THE PAYER.

     Certain payments, other than interest, dividends, and patronage dividends
that are not subject to information reporting, are also not subject to backup
withholding. For details, see, among other applicable law, Sections 6041,
6041A(a), 6042, 6044, 6045, 6049, 6050A and 6050N of the Code, and the
regulations promulgated thereunder.




<PAGE>
<PAGE>


                                                                              20



             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

     PRIVACY ACT NOTICE. -- Section 6109 of the Code requires you to give your
correct TIN to payers who must file information returns with the IRS to report
interest, dividends, and certain other income paid to you. The IRS uses the
numbers for identification purposes and to help verify the accuracy of your tax
return. The IRS may also provide this information to the Department of Justice
for civil and criminal litigation and to cities, states, and the District of
Columbia to carry out their tax laws. You must provide your TIN whether or not
you are required to file a tax return. Payers must generally withhold 31% of
taxable interest, dividend and certain other payments to a payee who does not
furnish a taxpayer identification number to a payer. Certain penalties may also
apply.

PENALTIES

     (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If
you fail to furnish your taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.

     (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. --If
you make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.

     (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

     FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.

<PAGE>


