Promissory Note

Promissory Note

								Exhibit 10.5
                                 PROMISSORY NOTE


$5,000,000        April 1, 2000
New York, New York

     FOR VALUE  RECEIVED,  Nelson Peltz and Peter W. May, c/o Triarc  Companies,
Inc., 280 Park Avenue, New York, NY 10017 (the "Makers"),  jointly and severally
promise to pay to Triarc Companies,  Inc., a Delaware corporation (the "Payee"),
the principal sum of Five Million Dollars  ($5,000,000),  with interest  thereon
from time to time as provided  herein on the unpaid balance hereof until paid or
until default, both principal and interest payable in lawful money of the United
States of  America,  at the office of the Payee,  or at such other  place as the
Payee may designate in writing.  The  obligations  evidenced  hereunder are with
full recourse to the Makers.

    Payment Schedule.  The principal and interest shall be due and payable as
follows:

    (a) The principal shall be payable in three equal installments as follows:

        (i)  one-third of the principal amount shall be paid on March 31, 2001;

        (ii) one-third of the principal amount shall be paid on March 31, 2002;
             and

        (iii) one-third of the principal amount shall be paid on March 31, 2003.

    (b) Interest shall be payable annually, in arrears, on March 31 of each year
        (each an "Interest Payment Date") or, if such date shall not be a
        business day, on the next succeeding business day, commencing on the
        first Interest Payment Date following the Effective Date. The Effective
        Date shall be the day after the parties to Consolidated Civil Action
        No. 15746-NC in Re Triarc Companies, Inc. jointly move the Delaware
        Court of Chancery for the entry of the Order and Final Judgment (the
        "Final Judgment") and the Final Judgment becomes final.  For purposes
        of this Promissory Note, the Final Judgment shall be deemed to become
        final upon the latest to occur of (a) the passage of thirty (30) days
        after entry of the Final Judgment without any notice of appeal having
        been filed; or (b) if there is an appeal of the Final Judgment, the
        date on which any subsequent affirmation thereof is no longer subject to
        further appellate review.

        Prepayments.

   (a)  The principal balance of this Note may be prepaid in full or in part,
together with accrued and unpaid interest thereon, at any time without penalty
or premium.

   (b)  The principal balance of this Note must be prepaid in full, together
with accrued and unpaid interest thereon, 30 days after the occurrence of a
"change of control" of the Payee (as defined in the Payee's 98 Equity
Participation plan).

        Interest Rate.  The Makers promise to pay interest on the unpaid
principal amount of this Note at an initial rate of 6% per annum, such interest
rate to be adjusted on each Interest Payment Date, upward or downward, with
respect to the succeeding year, based upon the changes, if any, between
one-month LIBOR on March 30, 2000 (on such date one-month LIBOR was 6.1325%) and
on the Interest Payment Date (the "Interest Rate").

        Default.  In the event (each, an "Event of Default") (a) of a
default in the repayment of principal as the same becomes due which is not cured
within 20  business  days from the due date or (b) a default  in  payment of any
interest payable  hereunder for two consecutive  Interest Payment Dates, then in
any such  event the Payee  may,  without  further  notice,  declare  the  unpaid
principal balance hereof, together with all interest accrued and unpaid thereon,
immediately  due  and  payable.  Failure  to  exercise  such  option  shall  not
constitute a waiver of the right to exercise the same at any other time.

        GOVERNING LAW.  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


        IN WITNESS  WHEREOF,  each Maker has hereunto set his hand and
executed this Note as of the date first above written.

                                      Makers:

                                      /s/ NELSON PELTZ
                                      ------------------------------------
                                      Nelson Peltz


                                      /s/ PETER W. MAY
                                      ------------------------------------
                                      Peter W. May