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
Willis G. Ryckman (the "Director").

          WHEREAS, the Board of Directors (the "Board of Directors") of National
Propane Corporation ("NPC"), a subsidiary of Triarc, at a meeting held on
January 8, 1999, appointed the Director as the sole member of a Special
Committee of the Board of Directors (the "Special Committee") for the purpose of
(i) reviewing and evaluating a purchase agreement effecting the sale of all or
substantially all of the partnership interests of National Propane, L.P. (the
"Partnership") and National Propane, L.P. and (ii) making a recommendation to
the Board of Directors with respect to such proposal on behalf of the
Partnership's Common Unitholders;

          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
NPC's obligations 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/ Willis G. Ryckman
Willis G. Ryckman