EXHIBIT 10.8



                             Deerfield & Company LLC
                        6250 North River Road, 8th Floor
                               Rosemont, IL 60018





August 8, 2007



Deerfield Triarc Capital Corp.
DFR Merger Company, LLC
c/o Peter Rothschild
Daroth Capital Advisors LLC
750 Third Avenue, 22nd Floor
New York, NY 10017

Triarc Companies, Inc. (as the Sellers' Representative)
280 Park Avenue
New York, NY  10017
Attention:  General Counsel

               Re: Side Letter Regarding the Agreement and Plan of Merger
                   and Registration Rights Agreement

Ladies and Gentlemen:

     Reference  is made to (i) the  Agreement  and Plan of  Merger,  dated as of
April 19, 2007 (as  amended,  supplemented  or otherwise  modified  from time to
time, the "Merger  Agreement"),  by and among Deerfield  Triarc Capital Corp., a
Maryland corporation (the "Buyer"), DFR Merger Company, LLC, an Illinois limited
liability  company ("Buyer Sub"),  Deerfield & Company LLC, an Illinois  limited
liability  company  (the  "Company"),  and  solely  for the  purposes  set forth
therein,  Triarc Companies,  Inc., a Delaware corporation (in such capacity, the
"Sellers' Representative"); and (ii) the Registration Rights Agreement, dated as
of April 19, 2007 (as amended,  supplemented or otherwise  modified from time to
time, the "Registration  Rights  Agreement")  among the Buyer,  Triarc Deerfield
Holdings, LLC, a Delaware limited liability company ("TDH"), and the Persons who
may  become  parties  thereto  from  time to time in  accordance  with the terms
thereof (collectively, the "Stockholders") and the Sellers' Representative. This
Side  Letter is being  entered  into  pursuant  to  Section  11.12 of the Merger
Agreement and Section 8(d) of the  Registration  Rights  Agreement.  Capitalized
terms used and not otherwise  defined herein shall have the meanings assigned to
such terms in the Merger Agreement.

     The parties  acknowledge  and agree that Section  11.4(a) did not correctly
express the intent of the parties.  Accordingly,  the parties hereby acknowledge
and agree that for all  purposes  under the Merger  Agreement  the  reference in
Section  11.4(a) to  "Section  11.2(a)(iii)"  should be replaced  with  "Section
11.2(a)(v)".

     In addition,  the  following  provisions  of the Merger  Agreement  and the
Registration Rights Agreement are waived as provided herein:

     1. The Buyer,  the Company and the  Sellers'  Representative  hereby  waive
compliance  with the provisions of Section  6.7(a) of the Merger  Agreement that
require  each of the Buyer and the  Company  to make,  or cause to be made,  the
appropriate filings of the Notification and Report Forms pursuant to the HSR Act
with respect to the transactions  contemplated by the Merger Agreement within 10
Business  Days of April 19,  2007.  The  Buyer,  the  Company  and the  Sellers'
Representative acknowledge that such filings were made on May 25, 2007.

     2. The Company and the Sellers' Representative hereby waive compliance with
the provisions of Section 6.9(a) of the Merger  Agreement that require the Buyer
to prepare and file with the SEC the  preliminary  Proxy Statement not more than
30 days after  April 19,  2007.  The  Company  and the  Sellers'  Representative
acknowledge  that the Buyer filed the  preliminary  Proxy  Statement  on May 25,
2007.

     3. The Company  hereby waives its right to terminate  the Merger  Agreement
pursuant to Section 10.1(d) of the Merger  Agreement.  The Company  acknowledges
that the Buyer obtained an executed Debt Commitment Letter on May 24, 2007.

     4. TDH and the Sellers'  Representative  hereby waive  compliance  with the
provisions of Section 2(a) of the Registration Rights Agreement that require the
Buyer to  prepare  and file or cause to be  prepared  and filed with the SEC the
Shelf Registration  Statement (as defined in the Registration  Rights Agreement)
not later than 30 days after April 19, 2007; provided, that the Buyer shall file
the Shelf  Registration  Statement  at any time on or prior to the Closing  Date
(but  prior  to the  Closing)  pursuant  to  the  automatic  shelf  registration
statement provisions set forth in General Instruction I.D. of Form S-3.

     Except to the extent  specifically  modified herein, the parties agree that
the provisions of the Merger  Agreement and the  Registration  Rights  Agreement
shall  remain  unmodified.   This  Side  Letter,   the  Merger  Agreement,   the
Registration Rights Agreement and the other agreements and documents referred to
therein  constitute the entire  agreement  among the parties with respect to the
subject  matter  hereof and  thereof  and  supersede  all prior  agreements  and
understandings,  both oral and  written,  among the parties  with respect to the
subject matter hereof and thereof.

     This  Side  Letter  may be  executed  by the  parties  hereto  in  separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts together shall constitute one and the same instrument.
Each  counterpart  may consist of a number of copies  hereof each signed by less
than all, but together signed by all, of the parties hereto.  The delivery of an
executed counterpart of this Side Letter by facsimile or electronic transmission
shall be deemed to be valid delivery thereof.

     If you are in agreement  with the  foregoing,  please execute and deliver a
counterpart of this Side Letter as indicated below and return it to us.

                                  Sincerely yours,

                                  DEERFIELD & COMPANY LLC

                                  By: /s/DANIELLE T. VALKNER
                                      --------------------------------------
                                      Name:   Danielle T. Valkner
                                      Title:  Chief Financial Officer

Accepted and agreed:

DEERFIELD TRIARC CAPITAL CORP.


By: /s/PETER H. ROTHSCHILD
    ---------------------------------------------
    Name:  Peter H. Rothschild
    Title: Interim Chairman


DFR MERGER COMPANY, LLC

By:  DEERFIELD TRIARC CAPITAL CORP.,
     its sole member


By: /s/PETER H. ROTHSCHILD
    -----------------------------------------------
    Name:  Peter H. Rothschild
    Title: Interim Chairman


TRIARC COMPANIES, INC.,
as Sellers' Representative



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