EXHIBIT 10.1



                       ASSIGNMENT AND ASSUMPTION OF LEASE

     THIS ASSIGNMENT OF LEASE (the  "Assignment")  is made as of the 30th day of
June, 2007, by and between TRIARC COMPANIES, INC. a Delaware corporation, having
an office at 280 Park Avenue,  New York,  New York  ("Assignor")  and TRIAN FUND
MANAGEMENT,  L.P., a Delaware limited partnership,  having an office at 280 Park
Avenue, New York, New York ("Assignee").

                              W I T N E S S E T H:

     WHEREAS, on November 22, 1993, Assignor entered into a Lease (the "Original
Lease"), between Hilton Hotels Corporation,  as owner ("Lessor"),  and Assignor,
as  tenant,   in  respect  of  Apartment  28A  at  the  building  known  as  the
Waldorf-Astoria Hotel, located at 301 Park Avenue, New York, New York; and

     WHEREAS,  on July 20, 1999, Lessor and Tenant entered into an Amendment and
Extension  of Lease  Agreement,  pursuant to which (i) the term of the  Original
Lease was extended,  (ii) Tenant leased Apartment 28J, and (iii) Owner agreed to
the  combination  of Apartment 28A and Apartment 28J into one unit (the Original
Lease,  as theretofore and thereafter  amended,  being referred to herein as the
"Lease"); and

     WHEREAS,  a copy of the Lease has been  delivered  by Assignor to Assignee;
and

     WHEREAS,  pursuant to the Lease,  Assignor has  deposited  with Lessor cash
security (the "Security  Deposit") in the amount of One Hundred Twelve  Thousand
Five Hundred Dollars ($112,500); and

     WHEREAS, Assignor has agreed to assign the Lease to Assignee upon the terms
and conditions hereinafter set forth; and

     NOW, THEREFORE,  for and in consideration of Ten Dollars ($10.00) and other
good and valuable  consideration  paid by Assignee to Assignor,  the receipt and
sufficiency of which is hereby acknowledged, it is hereby agreed as follows:

     1. Assignor does hereby grant, convey,  assign,  transfer and set over unto
Assignee,  its successors and assigns, the Lease for the consideration set forth
hereinabove.

     2. Assignee  hereby  assumes all of the  obligations  of Assignor under the
Lease that shall accrue from and after July 1, 2007.  Assignee  hereby agrees to
indemnify  and hold  Assignor  harmless  from and  against  any and all  claims,
losses, liabilities, and causes of action arising under the Lease from and after
July 1, 2007.

     3. Assignor shall remain liable for all of Assignor's obligations under the
Lease  that  have  accrued  prior to July 1,  2007.  Assignor  hereby  agrees to
indemnify  and hold  Assignee  harmless  from and  against  any and all  claims,
losses, liabilities,  and causes of action arising under the Lease prior to July
1, 2007.

     4. Assignor  hereby  represents  and warrants to Assignee that (i) Assignor
has good  and  merchantable  title to the  Lease;  (ii)  the  undersigned  party
executing  this  Assignment on behalf of Assignor is duly  authorized to execute
this Assignment on behalf of Assignor; (iii) the Lease is the binding obligation
of  Assignor;  (iv) the Lease  that was  previously  delivered  by  Assignor  to
Assignee is a true, correct, and complete copy of the Lease; (v) the Lease is in
full force and effect,  and (vi)  Assignor  has neither  given nor  received any
notice of  default  by  Assignor  or Lessor  under the terms of the  Lease,  and
Assignor is not aware of any facts or  circumstances  constituting  a default by
Assignor or Lessor under the terms of the Lease.

     5. Assignee shall,  on the date hereof,  pay to Assignor an amount equal to
the Security  Deposit,  and the Security Deposit shall be held by Lessor for the
account of Assignee.

     6. Each party hereto  represents  and warrants  that it has not retained or
dealt with any broker, finder, or salesperson in connection with this Assignment
of Lease.

     7. This  Assignment of Lease shall be binding upon and inure to the benefit
of Assignor and Assignee and their respective heirs, executors,  administrators,
successors and assigns.

     8.  This  Assignment  of Lease may be  executed  by the  parties  hereto in
several counterparts,  all or any of which shall be regarded for all purposes as
one original and shall constitute and be one and the same instrument.


<PAGE>

     IN WITNESS  WHEREOF,  Assignor,  Assignee,  and Lessor have  affixed  their
signatures hereunto to be effective as of the date first set forth above.


                                         ASSIGNOR:

                                         TRIARC COMPANIES, INC.



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

                                         ASSIGNEE:

                                         TRIAN FUND MANAGEMENT, L.P.



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


Hilton Hotels  Corporation,  Lessor,  hereby  consents to the  assignment of the
Lease to  Assignee,  acknowledges  that  from and  after  the date  hereof,  the
Security  Deposit  shall be held by Lessor for the account of Assignee as tenant
under the Lease,  and agrees that  Assignor  shall be released  from any and all
liability arising under the Lease from and after the date hereof.


                                         HILTON HOTELS CORPORATION



                                         By: /s/TED RATCLIFF
                                             ----------------------------------
                                             Name: Ted Ratcliff
                                             Title: