

<PAGE>



                                 AMENDMENT NO. 2
                                       TO
                              TAX SHARING AGREEMENT

     Amendment No. 2 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, as amended by Amendment No. 1 thereto made as of April 23,
1999 (as so amended, 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
         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,






<PAGE>




         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) to
         the extent that the following assets of TCPG have not theretofore been
         utilized by TCPG, TRI shall (subject to the proviso below) have the
         right, in its sole discretion and from time to time to require that the
         following items 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
         February 25, 1999 the foregoing items may 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 anything herein to the contrary, TRI shall not be
         entitled to recover the amount by which any payment hereunder has been
         reduced by reason of the utilization by TCPG of the items listed in the
         second proviso in clause (ii) of the preceding sentence. 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 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






<PAGE>



         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. Repayment by TRI. Within five (5) business days of the execution and
delivery of this Amendment by each of the parties hereto, TRI shall repay to
TCPG $1,100,000 representing certain funds paid to TRI under the Tax Sharing
Agreement as in effect prior to the date of this Amendment which would no longer
be payable by TCPG pursuant to the Tax Sharing Agreement as amended by this
Amendment.

         3. 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.

         4. 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.

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

         6. 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.

         7. 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.






<PAGE>



<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
</TABLE>




