SURRENDER AND RELEASE AGREEMENT

     THIS SURRENDER AND RELEASE  AGREEMENT  dated as of September 19, 2006, made
by and between 760-24 WESTCHESTER AVENUE, LLC and 800-60 WESTCHESTER AVENUE, LLC
both having an office in care of RPW Group,  Inc., 800 Westchester  Avenue,  Rye
Brook,  New York 10573  (hereinafter  referred to  collectively as "Lessor") and
TRIARC COMPANIES,  INC., having an office at 280 Park Avenue, New York, New York
10017 (hereinafter referred to as "Lessee");

                               W I T N E S S E T H

     WHEREAS,  Lessor is the owner of the  building and real  property  commonly
known as and located at 800 Westchester  Avenue,  Rye Brook, New York 10573 (the
"Building");

     WHEREAS,  Lessor and Lessee  entered into that certain lease dated December
22, 2004 (the  "Lease"),  for the entire Seventh (7th) floor in the Building and
consisting  of  Fifty-Two  Thousand,  Nine Hundred and Sixty  (52,960)  rentable
square feet (hereinafter referred to as the "Demised Premises") for a term which
expires on December 31, 2015;

     WHEREAS,  Lessee has never taken occupancy of the Demised  Premises for the
conduct of its  business  and  desires to  surrender  all of its right title and
interest in and to the Lease and Demised  Premises  and has agreed to vacate the
Demised  Premises and tender  possession  thereof to Lessor as of the  Surrender
Date (as  hereinafter  defined) and Lessor has agreed to release Lessee from all
of its  covenants  and  obligations  under the Lease with respect to the Demised
Premises as of the Surrender Date,  subject however to the strict  compliance by
Lessee of the terms hereinafter  specifically set forth and provided that Lessee
pays Lessor an early  termination  fee in the sum of Four Million,  Four Hundred
and  Thirty-One  Thousand,  Forty-Two  and 00/100  ($4,431,042.00)  Dollars (the
"Termination Fee");

     NOW,  THEREFORE,  in consideration of the mutual  agreements of the parties
hereinafter contained,  and other good and valuable  consideration,  the receipt
and  sufficiency  of which are hereby  acknowledged,  the parties  hereto hereby
agree as follows:

        ARTICLE-1 SURRENDER AND RELEASE OF THE DEMISED PREMISES

     SECTION 1.01.A.  Commencing on the Surrender Date, Lessee hereby surrenders
all of its right title and interest in and to the Lease and the Demised Premises
together with the leasehold estate thereof and agrees that Lessor shall have the
right to possession of the Demised  Premises,  from and after the Surrender Date
and the Lease is hereby  terminated,  null and void and of no further  force and
effect.  Provided that Lessee has paid Lessor the  Termination Fee by bank check
or wire  transfer  on or before the  Surrender  Date and Lessee has  vacated and
surrendered  possession of the Demised  Premises on or before the Surrender Date
and except for those matters with respect to the Demised Premises which pursuant
to the Lease  expressly  survive its  expiration or sooner  termination,  Lessor
hereby releases and discharges Lessee from each and every covenant,  duty, debt,
liability and obligation on Lessee's part to be performed, pursuant to the Lease
with respect to the Demised  Premises,  that may accrue and become  performable,
due or owing from and after the Surrender Date,  except for the those covenants,
duties, debts, liabilities and obligations which pursuant to the Lease expressly
survive the expiration or sooner termination thereof.

     B.  Commencing  on the  Surrender  Date,  and except for those matters with
respect to the Demised  Premises which pursuant to the Lease  expressly  survive
its  expiration or sooner  termination,  Lessee hereby  releases and  discharges
Lessor from each and every  covenant,  duty,  debt,