EXHIBIT 10.5
                                                                   ------------


                                           AMENDED AND RESTATED
                                 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

        This Amended and Restated  Amendment No. 1, is entered into as of April
30,  2007,  to the  Employment  Agreement  dated as of  February  24, 2000 (the
"Agreement"),  as amended by Amendment No. 1 dated as of December 18, 2006 (the
"December Amendment"),  between Triarc Companies,  Inc. ("Triarc") and Brian L.
Schorr (the "Employee").

        The parties hereto wish to amend and restate the December  Amendment as
follows:

        1.      Triarc and the Employee  hereby agree to amend the Agreement as
follows:

                a).     Clause (i) in the second  paragraph  of Section 4.1 and
Clause (b) of Section  4.6(A) of the Agreement are each hereby amended in their
entirety to read as follows:  "(i)  Employee's  then current Salary for two and
one-half (2-1/2) years from the date of termination and".

                b).     Section 4.3 (d) 3(a) of the Agreement is hereby amended
by adding the word "annual" after the word "equal" appearing therein.

                c).     The  definition  of "Good  Reason" set forth in Section
4.6(B) of the Agreement is hereby  amended by deleting the word "or" at the end
of clause (ii),  adding the word "or" at the end of clause (iii) and adding the
following new clause (iv):  "(iv) any  meaningful  diminution of your duties or
authority  from such duties or authority held by you on the date hereof without
your prior consent."

        2.      Except as amended  above,  the  provisions of the Agreement are
hereby confirmed and shall remain in full force and effect.

        3.      This Amended and Restated  Amendment No. 1 shall be governed by
and  administered  in  accordance  with  the  laws  of the  State  of New  York
applicable to agreements made and to be performed entirely within such State.

        4.      This Amended and Restated Amendment No. 1 shall be binding upon
and  inure to the  benefit  of the  parties  hereto  and their  successors  and
assigns.

         IN WITNESS WHEREOF, the parties hereto have each caused this Amended
and Restated Amendment No. 1 as of the date first above written.


TRIARC COMPANIES, INC.


By: /s/ Peter W. May
    ------------------------
    Name:  Peter W. May
    Title: President and Chief Operating Officer



By: /s/ Brian L. Schorr
    ------------------------
    Brian L. Schorr