GUARANTY AGREEMENT

          This GUARANTY AGREEMENT is made and entered into as of the 10th day of
March, 1999 (this "Agreement") between Triarc Companies, Inc. ("Triarc") and
Frederick W. McCarthy (the "Director").

          WHEREAS, NPC and the Director have entered into an Indemnification
Agreement effective September 25, 1996 (the "Indemnification Agreement") which
provides for indemnification of the Director and Triarc wishes to guarantee the
obligations of National Propane Corporation ("NPC"), a subsidiary of Triarc, to
the Director under the Indemnification Agreement;

          NOW, THEREFORE, in consideration of the foregoing, the parties hereto
do hereby agree as follows:

          1. Guaranty. Triarc hereby irrevocably and unconditionally guarantees
to the Director timely and complete performance by NPC of all of NPC's
undertakings, covenants, obligations and indemnities (collectively
"Obligations") provided for in the Indemnification Agreement. This guaranty is a
guaranty of payment and of performance.

          2. Subrogation. Upon making any payment hereunder, Triarc shall be
subrogated to the rights of the Director against NPC with respect to any such
payment, provided that Triarc shall not enforce a right or receive any payment
by way of subrogation until all of NPC's Obligations shall have been paid in
full and the Director agrees to take at Triarc's expense such steps as Triarc
may reasonably request to implement such subrogation.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                                   TRIARC COMPANIES, INC.



                                   By:  /s/ Brian L. Schorr
                                        Name: Brian L. Schorr
                                        Title: Executive Vice President
                                               and General Counsel

/s/ Frederick W. McCarthy
Frederick W. McCarthy