EXHIBIT 10.4





                              AGREEMENT OF SUBLEASE

                                     between


                             TRIARC COMPANIES, INC.

                                   Sublandlord

                                       and

                           TRIAN FUND MANAGEMENT, L.P.

                                    Subtenant

                               Sublease Premises:



                                   41st Floor
                                 280 Park Avenue
                               New York, New York


<PAGE>



1.       Definitions........................................................  1

2.       Subleasing of Sublease Premises..................................... 1

3.       Term.................................................................1

4.       Fixed Rent and Additional Rent.......................................1

5.       Subordination to and Incorporation of the Lease......................5

6.       Alterations..........................................................6

7.       Covenants with Respect to the Lease..................................6

8.       Services and Repairs.................................................7

9.       Consents.............................................................7

10.      Termination of Lease................................................ 8

11.      Default..............................................................9

12.      Sublease, Not Assignment............................................10

13.      Damage, Destruction, Fire and other Casualty; Condemnation..........10

14.      No Waivers..........................................................10

15.      Notices.............................................................11

16.      Indemnity.......................................................... 11

17.      Broker..............................................................11

18.      Condition of the Sublease Premises................................ .12

19.      No Consent Required.................................................12

20.      Assignment, Subletting and Mortgaging...............................12

21.      Termination.........................................................13

22.      Miscellaneous.......................................................13


<PAGE>


     AGREEMENT  OF  SUBLEASE,  made as of the ____ day of  July,  2007,  between
TRIARC  COMPANIES,  INC., a Delaware  corporation , having an office at 280 Park
Avenue, New York, New York ("Sublandlord"),  and TRIAN FUND MANAGEMENT,  L.P., a
Delaware limited partnership, having an office at 280 Park Avenue, New York, New
York ("Subtenant").

                              W I T N E S S E T H :
                              - - - - - - - - - -

     WHEREAS,  pursuant to an Agreement of Lease (the "Original  Lease"),  dated
May 1, 1996, originally between Sablons Investors, Inc., a New York corporation,
predecessor-in-interest  to Istithmar Building 280 Park LLC, as landlord ("Prime
Landlord"),  and Sublandlord,  as tenant,  as such Original Lease was amended by
Supplemental  Lease and First Amendment to Lease Agreement,  dated July __, 1996
(the "First Amendment") and by Second Amendment to Lease, dated October 13, 2000
(the  "Second  Amendment";  the  Original  Lease,  as so  amended  by the  First
Amendment and the Second  Amendment,  being  referred to herein as the "Lease"),
Sublandlord   leases  from  Prime  Landlord  certain   Sublease   Premises  more
particularly described in the Lease, including,  without limitation,  the entire
forty-first  (41st) floor of the building located at 280 Park Avenue,  New York,
New York (the "Building";  the entire  forty-first  (41st) floor of the Building
being referred to herein as the "Sublease Premises"); and

     WHEREAS,   Sublandlord  desires  to  sublease  to  Subtenant  the  Sublease
Premises,  and Subtenant  desires to hire the Sublease Premises from Sublandlord
on the terms and conditions contained herein.

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
it is mutually agreed as follows:

     1.  Definitions.  All capitalized  terms not otherwise defined herein shall
have the meanings given them in the Lease.

     2.  Subleasing  of  Sublease  Premises.  Sublandlord  hereby  subleases  to
Subtenant,  and Subtenant hereby hires from Sublandlord,  the Sublease Premises,
upon and subject to the terms and conditions hereinafter set forth.

     3. Term.  The term (the "Term") of this Sublease  shall commence on July 1,
2007 (the  "Sublease  Commencement  Date") and shall  terminate  on May 30, 2012
("Expiration Date"), or on such earlier date upon which the Term shall expire or
be cancelled or  terminated  pursuant to any of the  conditions  or covenants of
this Sublease or pursuant to law.  Notwithstanding  the foregoing,  if Subtenant
intends to relocate its offices  outside of Manhattan,  as evidenced by a signed
lease or sublease by Subtenant or its  Affiliate,  Subtenant may terminate  this
Sublease upon at least sixty (60) days prior written notice to Sublandlord.

     4. Fixed Rent and Additional Rent.

          4.1.  Subtenant shall pay to  Sublandlord,  commencing on the Sublease
Commencement  Date, in currency which at the time of payment is legal tender for
public and private debts in the United States of America,  as fixed rent ("Fixed
Rent") during the Term,  three (3) business days prior to the first (1st) day of
each  month  during  the  Term,  for  the  period  commencing  on  the  Sublease
Commencement  Date and  ending on the  Expiration  Date,  the  annual sum of One
Million Two Hundred Seventeen  Thousand Seven Hundred Ten Dollars and No Dollars
($1,217,710.00),  payable in equal monthly  installments of $101,475.83,  except
that the first monthly  installment  of Fixed Rent shall be payable on execution
hereof.

          4.2.  (i) For each Tax Year  during the Term,  Subtenant  shall pay to
Sublandlord  as and for  additional  rent an amount (the "Sublease Tax Payment")
equal to the  portion  of the Tax  Escalation  Payment  for such  Tax  Year,  as
computed by Prime Landlord  pursuant to a statement  delivered to Sublandlord in
accordance with the Lease, which is attributed to the Sublease Premises.

               (ii) At any time  during  or after the  Term,  Sublandlord  shall
render  to  Subtenant  a  written  statement  or  statements  (a  "Sublease  Tax
Statement"),  together  with a reproduced  copy of the  Statement  received from
Prime  Landlord  for the  current or next  succeeding  Tax Year (if  theretofore
issued by Prime  Landlord),  showing the portion of the Tax  Escalation  Payment
which  is  attributed  to  the  Sublease   Premises.   Subtenant  shall  pay  to
Sublandlord,  in twelve (12) equal installments,  in advance,  five (5) business
days prior to the date upon which the  corresponding  payment is due and payable
to Prime Landlord by Sublandlord, one-twelfth (1/12) of the Sublease Tax Payment
shown on the  Sublease  Tax  Statement,  except that if at the time  Sublandlord
delivers a Sublease Tax Statement to  Subtenant,  the Sublease Tax Payment shall
have accrued for a period  prior to the delivery of the Sublease Tax  Statement,
Subtenant  shall pay such  accrued  portion of the  Sublease Tax Payment in full
within  fifteen  (15) days after  receipt of such  Sublease  Tax  Statement.  If
Sublandlord  shall be  required to pay any Tax  Escalation  Payment on any other
date or dates than as presently  required by the Lease, then the due date of the
installments of the Tax Payment shall be correspondingly  accelerated or revised
so that the Sublease Tax Payment (or the applicable  installment thereof) is due
three (3) business  days prior to the date the  corresponding  payment is due to
Prime Landlord.  Sublandlord's failure to render a Sublease Tax Statement during
or with  respect  to any Tax Year  shall not  prejudice  Sublandlord's  right to
render a Sublease Tax  Statement  during or with respect to any  subsequent  Tax
Year, and shall not eliminate or reduce Subtenant's  obligation to make Sublease
Tax Payments pursuant to this Section 4.2 for such Tax Year.

               (iii) The Sublease Tax Payment  shall be prorated for any partial
Tax Year in which the Term shall commence or end. If a Sublease Tax Statement is
furnished  to  Subtenant  after the  commencement  of the Tax Year in respect of
which such Sublease Tax Statement is rendered,  Subtenant shall,  within fifteen
(15) days  thereafter,  pay to  Sublandlord an amount equal to the amount of any
underpayment  of the  Sublease Tax Payment with respect to such Tax Year and, in
the event of an  overpayment,  Sublandlord  shall either pay to Subtenant or, at
Sublandlord's  election,  credit against the next installments of Fixed Rent and
payments of additional rent, the amount of Subtenant's overpayment.

               (iv) Only Prime  Landlord  shall be  eligible  to  institute  tax
reduction or other proceedings to reduce the assessed valuation of the Building.
If Prime  Landlord  shall be successful in any such  reduction  proceedings  and
obtain a rebate for any Tax Year for which  Subtenant has paid  installments  of
the Tax Payment,  Sublandlord  shall either pay to Subtenant,  or at Subtenant's
election, credit against the next installments of the Fixed Rent and payments of
additional  rent payable under this Sublease,  an amount equal to the portion of
any such rebate for which Sublandlord shall receive a credit from Prime Landlord
which is attributed to the Sublease Premises.

          4.3. (i) For each  Comparison  Year during the Term (a "Lease  Year"),
Subtenant  shall pay to Sublandlord  as and for  additional  rent an amount (the
"Sublease Wage Payment") equal to the portion of the Wage Escalation Payment for
such  Comparison  Year,  as computed by Prime  Landlord  pursuant to a statement
delivered to  Sublandlord in accordance  with the Lease,  which is attributed to
the Sublease Premises.

               (ii) At any time  during  or after the  Term,  Sublandlord  shall
render  to  Subtenant  a written  statement  or  statements  (a  "Sublease  Wage
Statement"),  together  with a reproduced  copy of the  statement  received from
Prime Landlord for the applicable  Comparison  Year,  showing the portion of the
Wage Escalation Payment which is attributed to the Sublease Premises.  Subtenant
shall pay to Sublandlord, in twelve (12) equal monthly installments, in advance,
three (3) business days prior to the date upon which the  corresponding  payment
is due and  payable  to  Prime  Landlord  by  Sublandlord,  an  amount  equal to
one-twelfth  (1/12th) of the Sublease Wage  Payment,  except that if at the time
Sublandlord  delivers a Sublease Wage Statement to Subtenant,  the Sublease Wage
Payment  shall have  accrued for a period  prior to the delivery of the Sublease
Wage  Statement,  Subtenant  shall pay such accrued portion of the Sublease Wage
Payment  (after  crediting  any  Sublease  Wage  Payments  theretofore  made  by
Subtenant with respect to such period) within fifteen (15) days after receipt of
such Sublease Wage Statement. If Sublandlord furnishes a Sublease Wage Statement
for a Comparison Year  subsequent to the  commencement  thereof,  then (i) until
three (3) business days prior to the first day of the month  following the month
in which the Sublease Wage Statement is furnished to Subtenant,  Subtenant shall
continue to pay to Sublandlord  three (3)business days prior to the first day of
each  month  an  amount  equal  to the  monthly  sum  payable  by  Subtenant  to
Sublandlord  with respect to the next previous  Lease Year;  (ii) promptly after
the Sublease Wage  Statement is furnished to Subtenant,  Sublandlord  shall give
notice to Subtenant  stating whether the amount  previously paid by Subtenant to
Sublandlord for the current Lease Year was greater or less than the installments
of the Sublease Operating Payment to be paid for the current Lease Year, and (a)
if there shall be a deficiency,  Subtenant  shall pay the amount  thereof within
ten (10) business days after demand therefor, or (b) if there shall have been an
overpayment,  Sublandlord  shall  either  pay to  Subtenant  or, at  Subtenant's
option,  credit against the next  installments of the Fixed Rent and payments of
additional  rent  payable  under  this  Sublease,   the  amount  of  Subtenant's
overpayment;  and (iii)  three (3)  business  days prior to the first day of the
month  following the month in which the Sublease Wage  Statement is furnished to
Subtenant,  and monthly  thereafter  throughout the remainder of the Lease Year,
Subtenant  shall pay to Sublandlord  an amount equal to one-twelfth  (1/12th) of
the Sublease Wage Payment shown on the Sublease Wage Statement.

               (iii) Each Sublease Tax  Statement  and Sublease  Wage  Statement
shall be conclusive  and binding upon Subtenant  unless,  within sixty (60) days
after receipt thereof,  Subtenant shall notify  Sublandlord that it disputes the
correctness of the Sublease Tax Statement or Sublease Wage Statement, specifying
in  reasonable  detail the manner in which the  Sublease  Tax  Statement  or the
Sublease Wage Statement, as the case may be, is claimed to be incorrect. If such
notice is sent,  provided Subtenant shall pay to Sublandlord the amount shown to
be due to  Sublandlord  on the disputed  Sublease  Wage  Statement,  Sublandlord
agrees to use  reasonable  efforts  to  enforce  its  rights  under the Lease to
dispute the correctness of the applicable  statement delivered by Prime Landlord
to Sublandlord the cost of which dispute shall be borne by Subtenant.  Subtenant
agrees to indemnify and hold  Sublandlord  harmless from and against any and all
claims,  costs,  expenses and  liabilities in connection  therewith,  including,
without  limitation,  reasonable  attorneys  fees  and  disbursements.  If Prime
Landlord shall revise the applicable payment disputed by Subtenant,  Sublandlord
shall  deliver to Subtenant a revised  Sublease Tax  Statement or Sublease  Wage
Statement,  as the  case  may  be,  and an  appropriate  payment  or  credit  by
Sublandlord,  or  payment  by  Subtenant,  as the case may be,  shall be made in
accordance with the terms of Section 4.3(ii) hereof.

          4.4. If Subtenant  shall fail to pay when due any installment of Fixed
Rent or additional rent, Subtenant shall pay to Sublandlord, in addition to such
installment  of Fixed  Rent or  additional  rent,  as the case may be, as a late
charge and as additional  rent, a sum equal to interest at the  Applicable  Rate
(hereinafter  defined) per annum on the amount unpaid,  commencing from the date
such payment was due to and including the date of payment. The "Applicable Rate"
shall be the rate equal to the lesser of (a) two (2) percentage points above the
then current rate publicly  announced by JPMorgan Chase Bank or its successor as
its "base rate" (or such other term as may be used by JPMorgan Chase Bank.  from
time to time for the rate  presently  referred to as its "base rate") or (b) the
maximum rate permitted by applicable law,

          4.5. All Fixed Rent, additional rent, and all other costs, charges and
sums payable by Subtenant hereunder (collectively,  "Rental"),  shall constitute
rent under this Sublease,  and shall be payable to Sublandlord at its address as
set forth in Article 15 hereof,  unless Sublandlord shall otherwise so direct in
writing.

          4.6.  Subtenant  shall  promptly  pay the  Rental as and when the same
shall become due and payable  without  set-off,  offset or deduction of any kind
whatsoever,  except  as  expressly  set  forth  herein,  and,  in the  event  of
Subtenant's  failure to pay the same when due (subject to grace periods provided
herein),  Sublandlord  shall have all of the rights and  remedies  provided  for
herein or at law or in equity, in the case of non-payment of rent.

          4.7.  Sublandlord's failure during the Term to prepare and deliver any
statements  or  bills  required  to be  delivered  to  Subtenant  hereunder,  or
Sublandlord's  failure to make a demand  under this Article 4 or under any other
provisions of this Sublease shall not in any way be deemed to be a waiver of, or
cause  Sublandlord  to forfeit or surrender its rights to collect any additional
rent  which may have  become  due  pursuant  to this  Article 4 during the Term.
Subtenant's  liability for Fixed Rent and additional rent due under this Article
4 accruing during the Term, and Sublandlord's  obligation to refund overpayments
of or  adjustments  to Fixed Rent or  additional  rent paid to it by  Subtenant,
shall survive the expiration or sooner termination of this Sublease.

          4.8.  Except  as  otherwise  provided  herein,  in no event  shall any
adjustment  of any payments  payable by Subtenant  result in a decrease in Fixed
Rent,  nor  shall any  adjustment  of any item of  additional  rent  payable  by
Subtenant  result in a decrease in any other item of additional  rent payable by
Subtenant,  it being  understood  and  agreed  that the  payment  of any item of
additional  rent  under  this  Article  4  is  an  obligation   supplemental  to
Subtenant's obligations to pay Fixed Rent and any other item of additional rent.

          4.9. If a Tax Year or Comparison  Year shall end after the  expiration
of this Sublease,  the additional  rent payable by Subtenant in respect  thereof
shall be prorated to  correspond  to that portion of such Tax Year or Comparison
Year occurring within the Term.

     5. Subordination to and Incorporation of the Lease.

          5.1. This Sublease is in all respects  subject and  subordinate to the
terms and  conditions  of the  Lease,  and to all  matters to which the Lease is
subject and  subordinate.  Subtenant shall indemnify  Sublandlord for, and shall
hold it  harmless  from and  against,  any and all losses,  damages,  penalties,
liabilities,  costs and  expenses,  including,  without  limitation,  reasonable
attorneys'  fees and  disbursements,  which  may be  sustained  or  incurred  by
Sublandlord by reason of Subtenant's  failure to keep, observe or perform any of
the terms,  provisions,  covenants,  conditions and obligations on Sublandlord's
part to be kept,  observed or performed under the Lease to the extent same shall
have been  incorporated  herein,  or otherwise arising out of or with respect to
Subtenant's  use and  occupancy  of the  Sublease  Premises  from and  after the
Sublease Commencement Date.

          5.2.  Except  as  otherwise   expressly   provided  in,  or  otherwise
inconsistent  with,  this  Sublease,  or to the  extent  not  applicable  to the
Sublease Premises, the terms, provisions, covenants,  stipulations,  conditions,
rights,  obligations,  remedies  and  agreements  contained  in  the  Lease  are
incorporated  in this  Sublease by  reference,  and are made a part hereof as if
herein  set  forth at  length,  (i)  Sublandlord  shall be  substituted  for all
references to Landlord under the Lease,  and (ii) Subtenant shall be substituted
for the  "Tenant"  under the Lease,  except that any terms of the Lease that are
inapplicable,  inconsistent with, or specifically modified by, the terms of this
Sublease  shall be deemed  deleted  from the  Lease and shall  have no force and
effect as between Sublandlord and Subtenant.

          5.3.  Notwithstanding the foregoing,  the following  provisions of the
Lease shall not be incorporated in this Sublease: (i) the First Amendment (other
than Paragraph 7 thereof), (ii) the Second Amendment, and (iii) Articles 21, 28,
32 and 47 of the Original Lease.

          5.4.  Sublandlord  covenants  and agrees that it will not  voluntarily
cancel or surrender the Lease,  except for a termination thereof permitted under
the  Lease  as  a  result  of  casualty  or  condemnation,  or  consent  to  any
modification,  amendment or supplement to the Lease which will deprive Subtenant
of its rights or increase  Subtenant's  obligations  under the  Sublease to more
than a de minimis  extent,  in each case  without the prior  written  consent of
Subtenant,  which  consent  shall  not  be  unreasonably  withheld  or  delayed.
Sublandlord  shall  promptly  forward to  Subtenant  any default or  termination
notice with  respect to the Lease  received by  Sublandlord.  Sublandlord  shall
indemnify  Subtenant  for, and shall hold it harmless from and against,  any and
all losses,  damages,  penalties,  liabilities,  costs and expenses,  including,
without limitation,  reasonable attorneys' fees and disbursements,  which may be
sustained or incurred by Subtenant by reason of  Sublandlord's  failure to keep,
observe  or perform  any of the terms,  provisions,  covenants,  conditions  and
obligations on  Sublandlord's  part to be kept,  observed or performed under the
Lease to the extent  that any such  failure  results in the  termination  of the
Lease.

          5.5. Sublandlord represents that:

               (i) the Lease is in full force and effect in accordance  with its
terms;

               (ii) the copy of the Lease  previously  given by  Sublandlord  to
Subtenant  is true and correct and except for the letter dated June 6, 2006 from
BP 280 Park  Avenue  LLC to  Triarc  Companies,  Inc.,  the  Lease  has not been
modified, amended or supplemented;

               (iii)  Sublandlord  has not  received  any  notice of  default by
Sublandlord as tenant under the Lease, which default remains uncured;

               (iv)  Sublandlord  holds  the  entire  tenant's  interest  in the
Premises  under the  Lease,  free and  clear of any  liens,  claims,  mortgages,
charges or encumbrances, subleases and occupancies (other than this Sublease and
the  Lease),  other than  matters to which the tenant of  Sublandlord  as tenant
under the Lease is or may be subordinate; and

               (v) the Expiration Date of the Lease is May 31, 2012.

          5.6. Subtenant acknowledges that Sublandlord has deposited a letter of
credit as  security  under the Lease and  Sublandlord  agrees to  maintain  said
security  with Prime  Landlord  during the term of this  Sublease.  In the event
Prime  Landlord  draws on said  security  as a result of a default of  Subtenant
under this Sublease which is a default of Sublandlord under the Lease, Subtenant
agrees to indemnify,  defend and save Sublandlord harmless from any and all loss
or damage which  Sublandlord may suffer as a result of Prime Landlord's  drawing
on such letter of credit.

     6.  Alterations.  Subtenant shall not make any alterations,  installations,
improvements,  additions  or  other  physical  changes  (other  than  decorative
modifications)  in or about  the  Sublease  Premises  ("Subtenant  Alterations")
without  first  obtaining the consent of Prime  Landlord  with respect  thereto.
Sublandlord  agrees to cooperate with Subtenant,  at no cost to Sublandlord,  in
order to obtain such consent.  Any Subtenant  Alterations  shall be performed by
Subtenant,  at  Subtenant's  sole  cost  and  expense,  in  accordance  with the
applicable provisions of the Lease.

     7. Covenants with Respect to the Lease.

          7.1.  Subtenant shall not do anything that would  constitute a default
under the Lease or omit to do anything  that  Subtenant is obligated to do under
the terms of this Sublease so as to cause there to be a default under the Lease.

          7.2. The time limits set forth in the Lease for the giving of notices,
making demands,  performance of any act, condition or covenant,  or the exercise
of any right, remedy or option, are changed for the purpose of this Sublease, by
lengthening  or shortening the same in each instance,  as  appropriate,  so that
notices may be given, demands made, or any act, condition or covenant performed,
or any right, remedy or option hereunder exercised, by Sublandlord or Subtenant,
as the case may be, (and each party  covenants  that it will do so) within three
(3) days prior to the  expiration  of the time limit,  taking  into  account the
maximum grace period,  if any,  relating  thereto  contained in the Lease.  Each
party shall promptly deliver to the other party copies of all notices,  requests
or demands which relate to the Sublease Premises or the use or occupancy thereof
after receipt of same from Prime Landlord.

     8. Services and Repairs.

          8.1.  Notwithstanding  anything  to the  contrary  contained  in  this
Sublease  or in the Lease,  Sublandlord  shall not be required to provide any of
the services that Prime Landlord has agreed to provide, whether or not specified
in Article 26 of the Lease (or required by law), or furnish the  electricity  to
the Sublease  Premises that Prime Landlord has agreed to furnish pursuant to the
Lease (or  required  by law),  or make any of the repairs or  restorations  that
Prime Landlord has agreed to make pursuant to the Lease (or required by law), or
comply with any laws or requirements of any  governmental  authorities,  or take
any other  action  that Prime  Landlord  has agreed to provide,  furnish,  make,
comply with, or take, or cause to be provided, furnished, made, complied with or
taken  under the Lease,  but  Sublandlord  agrees to use  diligent  efforts,  at
Subtenant's  sole cost and  expense,  to obtain  the same  from  Prime  Landlord
(provided,  however, that Sublandlord shall not be obligated to use such efforts
or take any action  which  might give rise to a default  under the  Lease),  and
Subtenant shall rely upon, and look solely to, Prime Landlord for the provision,
furnishing or making  thereof or compliance  therewith.  If Prime Landlord shall
default  in  the  performance  of  any  of  its  obligations  under  the  Lease,
Sublandlord  shall,  upon  request  and  at the  expense  of  Subtenant,  timely
institute and diligently prosecute any action or proceeding which Subtenant,  in
its reasonable judgment, deems meritorious, in order to have Prime Landlord make
such repairs, furnish such electricity, provide such services or comply with any
other  obligation  of Prime  Landlord  under  the Lease or as  required  by law.
Subtenant shall indemnify and hold harmless Sublandlord from and against any and
all such claims  arising  from or in  connection  with such  request,  action or
proceeding.  This indemnity and hold harmless  agreement shall include indemnity
from and  against  any and all  liability,  fines,  suits,  demands,  costs  and
expenses  of any  kind or  nature,  including,  without  limitation,  reasonable
attorneys' fees and  disbursements,  incurred in connection with any such claim,
action or proceeding brought thereon. Subtenant shall not make any claim against
Sublandlord for any damage which may arise,  nor shall  Subtenant's  obligations
hereunder be diminished, by reason of (i) the failure of Prime Landlord to keep,
observe or perform any of its  obligations  pursuant  to the Lease,  unless such
failure is due to  Sublandlord's  negligence or misconduct,  or (ii) the acts or
omissions  of Prime  Landlord,  its agents,  contractors,  servants,  employees,
invitees or licensees.  Subtenant shall not be liable to Sublandlord,  nor shall
Subtenant  be required to cure,  any  violation  or  condition  in the  Premises
existing  as of the  Commencement  Date  or for any  matter  arising  after  the
expiration  of the term hereof.  The  provisions of this Article 8 shall survive
the expiration or earlier termination of the Term hereof.

          8.2. It is expressly understood and agreed that Subtenant shall obtain
electricity  from Prime Landlord on a submetered basis as provided in Article 26
of Lease.

     9. Consents.

          9.1.  Sublandlord  agrees  that  whenever  its  consent or approval is
required   hereunder,   or  where  something  must  be  done  to   Sublandlord's
satisfaction,  it shall not  unreasonably  withhold  or delay  such  consent  or
approval;  provided,  however,  that  whenever  the consent or approval of Prime
Landlord,  the lessor under a superior lease, or the mortgagee under a mortgage,
as the case may be, is also  required  pursuant  to the terms of the  Lease,  if
Prime  Landlord,  the lessor under a superior  lease,  or the mortgagee  under a
mortgage  shall  withhold  its  consent or approval  for any reason  whatsoever,
Sublandlord  shall  not be deemed to be  acting  unreasonably  if it shall  also
withhold its consent or approval.  If Prime  Landlord shall withhold its consent
or approval in  connection  with this  Sublease or the Sublease  Premises in any
instance where,  under the Lease,  the consent or approval of Prime Landlord may
not be unreasonably withheld,  Sublandlord,  upon the request and at the expense
of Subtenant,  shall either (i) timely  institute and  diligently  prosecute any
action  or  proceeding  which  Subtenant,  in  its  reasonable  judgment,  deems
meritorious,  in order to dispute such action by Prime Landlord,  or (ii) permit
Subtenant,  to the extent  allowable under the Lease, to institute and prosecute
such action or proceeding in the name of Prime Landlord, provided that Subtenant
shall keep  Sublandlord  informed  of its  actions and shall not take any action
which might give rise to a default under the Lease.

          9.2. If Subtenant shall request  Sublandlord's consent and Sublandlord
has agreed,  under the terms of this Sublease,  that neither its consent nor its
approval shall be unreasonably withheld, and Sublandlord shall fail or refuse to
give such consent or approval, and Subtenant shall dispute the reasonableness of
Sublandlord's  refusal to give its consent or approval,  such  dispute  shall be
submitted to an Expedited Arbitration  Proceeding  (hereinafter defined). If the
determination shall be adverse to Sublandlord, Sublandlord,  nevertheless, shall
not be  liable  to  Subtenant  for a breach  of  Sublandlord's  covenant  not to
unreasonably  withhold such consent or approval,  and Subtenant's sole remedy in
such event shall be the  granting of consent or  approval  by  Sublandlord  with
respect to such request under this Sublease.

          9.3. As used herein, the term "Expedited Arbitration Proceeding" shall
mean a binding arbitration  proceeding before a single arbitrator,  conducted in
The City of New York  under the  Commercial  Arbitration  Rules of the  American
Arbitration  Association  (or its  successor) and  administered  pursuant to the
Expedited Procedures provisions thereof; provided, however, that with respect to
any such arbitration,  (i) the list of arbitrators referred to in Section E-4(b)
shall be returned  within five (5) Business Days from the date of mailing;  (ii)
the parties shall notify the American Arbitration Association (or its successor)
by telephone, within four (4) Business Days, of any objections to the arbitrator
appointed and,  subject to clause (vii) below,  shall have no right to object if
the  arbitrator  so  appointed  was  on  the  list  submitted  by  the  American
Arbitration Association (or its successor) and was not objected to in accordance
with Section E-4(b) as modified by clause (i) above;  (iii) the  notification of
the  hearing  referred  to in  Section  E-7 shall be four (4)  Business  Days in
advance of the hearing; (iv) the hearing shall be held within seven (7) Business
Days after the appointment of the arbitrator;  (v) the arbitrator  shall have no
right to award damages or vary,  modify or waive any provision of this Sublease;
(vi) the decision of the  arbitrator  shall be final and binding on the parties;
and (vii) the arbitrator  shall not have been employed by either party (or their
respective Affiliates) during the period of three (3) years prior to the date of
the Expedited  Arbitration  Proceeding.  The arbitrator  shall have at least ten
(10) years experience in New York City in the relevant area for the matter being
arbitrated.  The costs and fees for such  arbitrator  shall be  divided  equally
between Sublandlord and Subtenant.

     10.  Termination  of Lease.  If the Lease is terminated  by Prime  Landlord
pursuant to the terms thereof with respect to all or any portion of the Sublease
Premises  prior to the  Expiration  Date for any reason  whatsoever,  including,
without limitation,  by reason of casualty or condemnation,  this Sublease shall
thereupon  terminate with respect to any  corresponding  portion of the Sublease
Premises,  and  (unless  such  termination  of the Lease shall be as a result of
Sublandlord's  default  thereunder  or a  voluntary  surrender  of the  Sublease
Premises,  other than a surrender of the Sublease  Premises  permitted under the
Lease with  respect to a  termination  of the Lease by reason of  casualty to or
condemnation of the Sublease Premises or the Building)  Sublandlord shall not be
liable  to  Subtenant  by  reason  thereof.  In the  event of such  termination,
Sublandlord shall return to Subtenant that portion of the Rental paid in advance
by Subtenant  with respect to such  portion of the  Sublease  Premises,  if any,
prorated as of the date of such termination.

     11. Default.

          11.1. This Sublease and the Term and estate hereby granted are subject
to the following limitations (each an "Event of Default"):

               (i) if Subtenant  shall fail to pay any  installment of Rental as
and when same is due and payable  under this  Sublease  and such  failure  shall
continue  for five (5) days after  Sublandlord  shall have given to  Subtenant a
notice specifying the same, or

               (ii) if  Subtenant  shall  fail to comply  with any  other  term,
provision  or covenant of this  Sublease or any  applicable  term,  provision or
covenant  of the Lease and the same shall not be remedied  by  Subtenant  within
twenty  (20) days  after  Sublandlord  shall have  given to  Subtenant  a notice
specifying  the same,  except that if (i) such failure  cannot be remedied  with
reasonable  diligence  during such period of twenty  (20) days,  (ii)  Subtenant
takes  reasonable steps during such period to commence  Tenant's  remedying such
failure, and (iii) Subtenant prosecutes diligently Subtenant's remedying of such
failure to  completion,  then an Event of  Default  shall not occur by reason of
such failure; or

               (iii) if (a)  Subtenant  shall make an assignment of the property
of Subtenant  for the benefit of  creditors  or shall file a voluntary  petition
under any bankruptcy or insolvency law, or (b) any involuntary petition alleging
an act of bankruptcy or insolvency  shall be filed against  Subtenant  under any
bankruptcy  or  insolvency  law, or (c) a petition  shall be filed by or against
Subtenant under the United States  Bankruptcy Act or under the provisions of any
law of like import,  or (d) a receiver of Subtenant or of or for the property of
Subtenant shall be appointed without the acquiescence of Subtenant, at any time,
and such receiver is not dismissed within ninety (90) days thereafter, or

               (iv) if any event  shall  occur or any  contingency  shall  arise
whereby this Sublease or the estate hereby  granted or the unexpired  balance of
the Term would,  by operation of law or  otherwise,  devolve upon or pass to any
person, firm or corporation other than Subtenant,  except as expressly permitted
by  Paragraph  20 hereof,

then  upon  the  occurrence  of any  one or  more of  such  Events  of  Default,
Sublandlord shall be entitled to exercise any and all of the rights and remedies
to which it is entitled by law or in equity,  including  without  limitation any
and all of the rights and  remedies  provided for in the Lease in the event that
there is an event of default thereunder by Sublandlord,  all of which are hereby
incorporated  herein and made part  hereof  with the same force and effect as if
herein  specifically  set forth in full,  and including  without  limitation the
right to give to Subtenant a notice  terminating  this  Sublease on a date which
shall not be less  than  three  (3) days  from the date of the  service  of such
notice and, upon the date so fixed, this Sublease and the Term and estate hereby
granted,  whether  or not the  Term  shall  theretofore  have  commenced,  shall
terminate  with the same  effect as if that day were the  Expiration  Date,  but
Subtenant shall remain liable for damages as provided in the Lease.

          11.2.  If  Subtenant  fails to cure a  default  under  this  Sublease,
Sublandlord shall have the right, but not the obligation,  to seek to remedy any
such default on behalf of and at the expense of  Subtenant,  provided,  however,
that in case of (i) an  emergency  or (ii) a default that must be cured within a
time frame set forth in the Lease that does not allow  sufficient time for prior
notice to be given to Subtenant, Sublandlord shall be entitled to seek to remedy
any such default  without being required first to give notice to Subtenant.  Any
reasonable cost and expense (including without limitation  reasonable attorneys'
fees and  disbursements)  so incurred shall be  recoverable by Sublandlord  from
Subtenant as Additional  Rent and shall be due and payable  within ten (10) days
after Notice thereof from  Sublandlord.  If Sublandlord  shall  reimburse  Prime
Landlord  for  expenditures  made  because  of a breach by  Subtenant  of any of
Sublandlord's  obligations  under  the  Lease  which are  assumed  by  Subtenant
hereunder,  Subtenant shall, upon Notice,  reimburse Sublandlord,  as Additional
Rent,  in full  for the sum so paid by  Sublandlord,  together  with  reasonable
attorneys' fees and disbursements incurred by Sublandlord.

     12. Sublease,  Not Assignment.  Notwithstanding  anything contained herein,
this Sublease shall be deemed to be a sublease of the Sublease  Premises and not
an assignment, in whole or in part, of Sublandlord's interest in the Lease.

     13.   Damage,   Destruction,   Fire  and  other   Casualty;   Condemnation.
Notwithstanding any contrary provision of this Sublease or the provisions of the
Lease herein  incorporated  by reference,  Subtenant shall not have the right to
terminate  this Sublease as to all or any part of the Sublease  Premises,  or be
entitled to an abatement of Rent,  additional  rent or any other item of Rental,
by reason of a casualty or condemnation  affecting the Sublease  Premises unless
Sublandlord is entitled to terminate the Lease or is entitled to a corresponding
abatement  with  respect to its  corresponding  obligation  under the Lease.  If
Sublandlord  is  entitled to  terminate  the Lease for all or any portion of the
Sublease Premises by reason of casualty or condemnation, Subtenant may terminate
this Sublease as to any  corresponding  part of the Sublease Premises by written
notice to Sublandlord given at least five (5) business days prior to the date(s)
Sublandlord  is required to give  notice to Prime  Landlord of such  termination
under the terms of the Lease.

     14. No Waivers.  Failure by  Sublandlord in any instance to insist upon the
strict performance of any one or more of the obligations of Subtenant under this
Sublease, or to exercise any election herein contained, shall in no manner be or
be  deemed to be a waiver  by  Sublandlord  of any of  Subtenant's  defaults  or
breaches  hereunder or of any of Sublandlord's  rights and remedies by reason of
such defaults or breaches,  or a waiver or relinquishment  for the future of the
requirement  of strict  performance  of any and all of  Subtenant's  obligations
hereunder.  Further,  no payment by  Subtenant  or receipt by  Sublandlord  of a
lesser  amount  than the  correct  amount  or manner of  payment  of Rental  due
hereunder  shall be deemed to be other than a payment on account,  nor shall any
endorsement  or statement on any check or any letter  accompanying  any check or
payment  be deemed  to  effect or  evidence  an  accord  and  satisfaction,  and
Sublandlord  may accept any checks or  payments  as made  without  prejudice  to
Sublandlord's  right to recover the  balance or pursue any other  remedy in this
Sublease or otherwise provided at law or equity.

     15. Notices. Any notice,  statement,  demand, consent,  approval, advice or
other  communication  required  or  permitted  to be given,  rendered or made by
either  party  to the  other,  pursuant  to this  Sublease  or  pursuant  to any
applicable   law   or   requirement   of   public    authority    (collectively,
"Communications")  shall be in writing and shall be deemed to have been properly
given, rendered or made only if sent by (i) personal delivery,  receipted by the
party to whom addressed,  or (ii)  registered or certified mail,  return receipt
requested,  posted in a United  States  post office  station in the  continental
United States,  (iii) reputable  overnight courier such as, without  limitation,
Federal  Express  Corporation,  in all cases  addressed  (i) to Subtenant at its
address first above written, Attention: General Counsel, and (ii) to Sublandlord
at its  address  first  above  written,  Attention:  General  Counsel.  All such
communications  shall be  deemed  to have  been  given,  rendered  or made  when
delivered and receipted by the party to whom addressed,  in the case of personal
delivery, or three (3) days after the day so mailed or the next business day, if
sent by overnight  courier.  Either  party may, by notice as aforesaid  actually
received, designate a different address or addresses for communications intended
for it.

     16. Indemnity.

          16.1.  Subtenant  shall not do or  permit  any act or thing to be done
upon the Sublease  Premises  which may subject  Sublandlord  to any liability or
responsibility for injury, damages to persons or property or to any liability by
reason of any  violation  of any  requirement  of law, and shall  exercise  such
control over the Sublease Premises as to fully protect  Sublandlord  against any
such liability.  Subtenant shall  indemnify and save harmless  Sublandlord,  the
Parties (hereinafter  defined) and the employees,  agents and contractors of any
of the  foregoing  (collectively,  the  "Indemnitees")  from and against (a) all
claims of whatever nature against the Indemnitees arising from any act, omission
or  negligence of  Subtenant,  its  contractors,  licensees,  agents,  servants,
employees,  invitees or visitors, (b) all claims against the Indemnitees arising
from any accident,  injury or damage  whatsoever  caused to any person or to the
property of any person and occurring  during the Term in the Sublease  Premises,
and (c) all claims against the Indemnitees arising from any accident,  injury or
damage occurring  outside of the Sublease  Premises but anywhere within or about
the Real Property,  where such accident,  injury or damage results or is claimed
to have resulted from an act, omission or negligence of Subtenant or Subtenant's
contractors,  licensees,  agents, servants or employees. This indemnity and hold
harmless  agreement  shall  include  indemnity  from  and  against  any  and all
liability,  fines,  suits,  demands,  costs and  expenses  of any kind or nature
(including,  without limitation,  attorneys' fees and disbursements) incurred in
or in connection with any such claim or proceeding brought thereon, and the
defense thereof.

          16.2. If any claim,  action or  proceeding is made or brought  against
Sublandlord,  which claim, action or proceeding  Subtenant shall be obligated to
indemnify Sublandlord against pursuant to the terms of this Sublease, then, upon
demand by the Sublandlord, Subtenant, at its sole cost and expense, shall resist
or defend  such  claim,  action or  proceeding  in the  Sublandlord's  name,  if
necessary,  by such attorneys as Sublandlord shall approve, which approval shall
not be  unreasonably  withheld.  Attorneys  for  Subtenant's  insurer are hereby
deemed approved for purposes of this Section 16.2.

     17.  Broker.  Each party hereto  covenants,  warrants and represents to the
other party that it has had no dealings,  conversations or negotiations with any
broker concerning the execution and delivery of this Sublease. Each party hereto
agrees to  indemnify  and hold  harmless  the other  party  against and from any
claims for any brokerage  commissions and all costs, expenses and liabilities in
connection therewith, including, without limitation,  reasonable attorneys' fees
and disbursements,  arising out of its respective representations and warranties
contained in this Article 17 being  untrue.  The  provisions  of this Article 17
shall survive the expiration or earlier termination of the Term hereof.

     18.  Condition of the  Sublease  Premises.  Subtenant  agrees to accept the
Sublease  Premises in its "as is" condition on the Sublease  Commencement  Date.
Sublandlord has not made and does not make any  representations or warranties as
to the  physical  condition  of the  Sublease  Premises,  the use to  which  the
Sublease Premises may be put, or any other matter or thing affecting or relating
to the Sublease  Premises,  except as  specifically  set forth in this Sublease.
Sublandlord shall have no obligations whatsoever to alter, improve,  decorate or
otherwise prepare the Sublease Premises for Subtenant's occupancy.

     19. No Consent Required.  Sublandlord and Subtenant hereby  acknowledge and
agree that  Subtenant  is an  Affiliate  of  Sublandlord,  and  accordingly,  in
accordance with the provisions of Section 11.6 of the Original Lease the consent
of Prime  Landlord is not  required.  Sublandlord  shall  deliver the  Affiliate
Notice to Prime Landlord in accordance with the provisions of such Section 11.6,
and  Sublandlord  and Subtenant shall cooperate in good faith with each other to
provide to Prime Landlord the items required pursuant to such Section 11.6.

     20. Assignment, Subletting and Mortgaging.

          20.1. Subtenant shall not assign, sell, transfer (whether by operation
or law or otherwise),  pledge,  mortgage or otherwise  encumber this Sublease or
any portion of its  interest  in the  Sublease  Premises,  nor sublet all or any
portion of the Sublease  Premises or permit any other person or entity to use or
occupy all or any portion of the Sublease  Premises,  without the prior  written
consent of Sublandlord and Prime Landlord.  Provided that Subtenant shall comply
with the  provisions of the Lease  (including,  without  limitation,  Article 11
thereof) and this Sublease with respect to subletting,  Sublandlord  agrees that
it shall not withhold or delay its consent to a subletting of all or any portion
of the Sublease  Premises  provided  that Prime  Landlord  shall consent to such
subletting.  Notwithstanding the foregoing,  Subtenant may assign this Sublease,
or sublease the Sublease Premises and  Sublandlord's  consent to such assignment
or  subletting  shall not be  required  if,  pursuant  to the terms of the Lease
(including,  without  limitation,  Article  11  thereof),  the  consent of Prime
Landlord  to  such  assignment  or  subletting  would  not be  required  if such
assignment  or  subletting   were  made  by  Sublandlord,   including,   without
limitation,  the  assignment  of this  Sublease,  or the  transfer of all or any
interest  in  Subtenant,  to any  Affiliate  of  Subtenant.  Upon the request of
Subtenant,  Sublandlord, at Subtenant's sole cost and expense, shall request the
consent of Prime Landlord and cooperate with Subtenant in obtaining any required
consent.

          20.2. If this Sublease be assigned, or if the Sublease Premises or any
part thereof be sublet (whether or not Sublandlord and Prime Landlord shall have
consented thereto),  Sublandlord,  after default by Subtenant in its obligations
hereunder,  may collect rent from the  assignee or  subtenant  and apply the net
amount  collected  to the Rental  herein  reserved,  but no such  assignment  or
subletting  shall be deemed a waiver of the  covenant  set forth in this Article
20, or the acceptance of the assignee or subtenant as a tenant,  or a release of
Subtenant  from the further  performance  and  observance  by  Subtenant  of the
covenants,  obligations  and agreements on the part of Subtenant to be performed
or  observed  herein.  The  consent  by  Sublandlord  or  Prime  Landlord  to an
assignment,  sale, pledge, transfer, mortgage or subletting shall not in any way
be construed to relieve Subtenant from obtaining the express consent in writing,
to the extent  required by this Sublease or the Lease,  of Sublandlord and Prime
Landlord  to  any  further  assignment,  sale,  pledge,  transfer,  mortgage  or
subletting.

          20.3.  Subject to the  provisions  of Section  20.1 above,  a transfer
(including  the  issuance of treasury  stock or the creation and issuance of new
stock) of a  controlling  interest in the shares of Subtenant (if Subtenant is a
corporation, other than a professional corporation, or trust) or a transfer of a
majority of the total  interest in Subtenant  (if  Subtenant  is a  partnership,
including a limited liability  partnership,  or a limited liability  company) at
any one time or over a period of time  through a series of  transfers,  shall be
deemed  an  assignment  of this  Sublease  and  shall be  subject  to all of the
provisions of this Agreement,  including,  without limitation,  the requirements
that Subtenant obtain Sublandlord's prior consent thereto to the extent required
hereunder. The transfer of shares of Subtenant (if Subtenant is a corporation or
trust) for  purposes  of this  Section  shall not  include the sale of shares by
persons other than those deemed  "insiders" within the meaning of the Securities
Exchange  Act  of  1934,  as  amended,   which  sale  is  effected  through  the
"over-the-counter market" or through any recognized stock exchange.

     21.  Termination.  Either  Sublandlord or Subtenant shall have the right to
terminate  this Sublease upon not less than sixty (60) days prior written notice
to the  other  party,  provided  if the  Sublandlord  elects to  terminate  this
Sublease  pursuant to the  foregoing  Sublandlord  shall  deliver to Subtenant a
secretary's  certification  of  resolutions  of the Board acting at a meeting at
which a quorum of the Directors were present, authorizing such termination.

     22. Miscellaneous.

          22.1. This Sublease  contains the entire agreement between the parties
and all prior  negotiations  and  agreements  are merged in this  Sublease.  Any
agreement  hereafter made shall be  ineffective  to change,  modify or discharge
this Sublease in whole or in part unless such agreement is in writing and signed
by the parties  hereto.  No provision of this  Sublease  shall be deemed to have
been waived by  Sublandlord  or  Subtenant  unless such waiver be in writing and
signed by  Sublandlord  or  Subtenant,  as the case may be.  The  covenants  and
agreements  contained  in this  Sublease  shall bind and inure to the benefit of
Sublandlord and Subtenant and their respective permitted successors and assigns.
Each of Sublandlord and Subtenant  hereby represent to the other that it has the
full right,  power and  authority to  consummate  the  transaction  contemplated
hereby, and that the individual executing and delivering this Sublease on behalf
of Sublandlord and Subtenant, as the case may be, has been duly authorized to do
so.

          22.2. In the event that any  provision of this Sublease  shall be held
to be invalid  or  unenforceable  in any  respect,  the  validity,  legality  or
enforceability of the remaining  provisions of this Sublease shall be unaffected
thereby.

          22.3.  The  paragraph  headings  appearing  herein are for purposes of
convenience only and are not deemed to be a part of this Sublease.

          22.4.  Capitalized  terms used herein shall have the same  meanings as
are ascribed to them in the Lease, unless otherwise expressly defined herein.

          22.5.  This Sublease is offered to Subtenant  for  signature  with the
express understanding and agreement that this Sublease shall not be binding upon
Sublandlord  unless and until  Sublandlord  shall have  executed and delivered a
fully executed copy of this Sublease to Subtenant.

          22.6.  (i)  The  shareholders,  partners,  directors  or  officers  of
Sublandlord or any of the foregoing  (collectively,  the "Parties") shall not be
liable for the  performance of  Sublandlord's  obligations  under this Sublease.
Subtenant shall look solely to Sublandlord to enforce Sublandlord's  obligations
hereunder and shall not seek damages against any of the Parties. Subtenant shall
look only to the  assets of  Sublandlord  for the  satisfaction  of  Subtenant's
remedies for the collection of a judgment (or other judicial process)  requiring
the payment of money by  Sublandlord  in the event of any default by Sublandlord
hereunder,  and no property  or assets of the Parties  shall be subject to levy,
execution or other  enforcement  procedure for the  satisfaction  of Subtenant's
remedies under or with respect to this Sublease, the relationship of Sublandlord
and  Subtenant  hereunder  or  Subtenant's  use or  occupancy  of  the  Sublease
Premises.

               (ii) The shareholders,  partners,  members, directors or officers
of Subtenant or any of the foregoing  (collectively,  the " Subtenant  Parties")
shall not be liable for the  performance of Subtenant's  obligations  under this
Sublease.  Sublandlord  shall look solely to  Subtenant  to enforce  Subtenant's
obligations  hereunder  and shall not seek damages  against any of the Subtenant
Parties.  Sublandlord  shall  look  only  to the  assets  of  Subtenant  for the
satisfaction  of  Sublandlord's  remedies for the  collection  of a judgment (or
other judicial process) requiring the payment of money by Subtenant in the event
of any  default  by  Subtenant  hereunder,  and no  property  or  assets  of the
Subtenant  Parties  shall be subject  to levy,  execution  or other  enforcement
procedure for the satisfaction of  Sublandlord's  remedies under or with respect
to this Sublease,  the  relationship of Subtenant and  Sublandlord  hereunder or
Sublandlord's use or occupancy of the Sublease Premises.

          22.7.  This Sublease shall be governed by, and construed in accordance
with, the laws of the State of New York.

          22.8.  Sublandlord and Subtenant expressly acknowledge and agree that,
notwithstanding the delivery of possession of the Sublease Premises to Subtenant
in  accordance  herewith,  up  to  five  professional   employees  of  Deerfield
Management Corp. and one administrative assistant (collectively,  the "Deerfield
Employees")  shall  have  the  right  to  continue  to use and  occupy  and have
unencumbered  access to their three offices in the Sublease Premises and the use
of a secretary,  if available (the "Retained Offices") for the period commencing
on the Sublease  Commencement  Date and ending on the date set forth in a notice
from either Sublandlord or Subtenant to the other party, which date shall be not
less than thirty (30) days after the delivery of such notice.  Sublandlord shall
pay to Subtenant (or, at Subtenant's option, credit the following amount against
the Fixed Rent and Additional Rent payable hereunder), on a month to month basis
for each month in which the  Deerfield  Executives  remain in occupancy of their
Retained Offices,  an amount equal to the proportionate  share of Fixed Rent and
Additional  Rent payable with respect to the Retained  Offices used and occupied
by the Deerfield  Executives.  In addition,  Sublandlord and Subtenant expressly
acknowledge  and agree that,  notwithstanding  the delivery of possession of the
Sublease Premises to Subtenant in accordance herewith, Frank McCarron and Stuart
Rosen shall have the right to  continue to use and occupy and have  unencumbered
access to their two offices in the Sublease Premises and the use of a secretary,
if available, at no additional Fixed Rent or Additional Rent.

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

                               TRIARC COMPANIES, INC., Sublandlord



                                By:  /s/FRANCIS T. MCCARRON
                                     -----------------------------------
                                     Name: Francis T. McCarron
                                     Title: Executive Vice President and
                                            Chief Financial Officer



                                TRIAN FUND MANAGEMENT, L.P., Subtenant
                                By: Trian Fund Management GP, LLC,
                                    Its general partner


                                By: /s/PETER W. MAY
                                    ------------------------------------
                                    Name:  Peter W. May
                                    Title: Member