EXHIBIT 10.2

                                                                [Execution Copy]




                                  BILL OF SALE

     THIS BILL OF SALE is made,  executed  and  delivered  this 31st day of July
2007 (this "Bill of Sale"),  by Triarc Companies,  Inc., a Delaware  corporation
("Seller"),  to Trian Fund  Management,  L.P.,  a Delaware  limited  partnership
("Buyer").

                                    RECITALS

     WHEREAS,  Seller and Buyer are parties to that certain  Services  Agreement
dated as of April 30,  2007 and  Seller is a party to those  certain  Separation
Agreements,  each dated April 30, 2007, with Nelson Peltz ("Peltz") and Peter W.
May ("May").

     WHEREAS,  Seller will be relocating its headquarter  operations  outside of
New  York  City and will no  longer  need  various  assets  associated  with its
headquarter operations.

     WHEREAS,  Seller desires to sell, convey,  transfer and assign to Buyer the
assets  described  on Schedule A attached  hereto (the  "Purchased  Assets") and
Buyer desires to purchase the Purchased Assets.

     NOW,  THEREFORE,  in consideration  for the payment of  $1,668,373.70  (the
"Purchase  Price")  plus  $139,726.30  of New York State and New York City sales
taxes,  the receipt and  sufficiency  of which are hereby  acknowledged,  Seller
agrees as follows:

     1. Effective as of July 31, 2007,  Seller for itself and its successors and
assigns,  does hereby  irrevocably sell, set over, convey,  grant,  transfer and
assign to Buyer, its successors and assigns,  forever,  all its right, title and
interest in and to the Purchased  Assets "as is" and "as they stand" and without
any  representation  or warranty  whatsoever  (whether express or implied) as to
condition,  title, fitness for use, merchantability or any other matter, and the
Buyer  further  acknowledges  that it is  familiar  with  and has  examined  the
Purchased Assets to its satisfaction.  The Purchase price shall be paid by Buyer
to Seller within three (3) business  days by wire transfer to Seller's  account,
as designated in writing by Seller.

     2. Notwithstanding paragraph 1 above, or the assets described on Schedule A
attached hereto, the following assets are excluded from the Purchased Assets and
are not  subject  to the terms  and  conditions  of this  Bill of Sale:  (A) the
furniture  located in the  office of Brian  Schorr  ("Schorr")  and owned by him
(including his desk, chairs, lamp, black rotary phone,  computer table, built-in
bookcase,  sports memorabilia,  artwork and photographs and a conference table);
(B) the architectural desk owned by May and the architectural  drawings and maps
owned by May and located  throughout  the  premises,  (C) any furniture or other
assets that are  currently  leased by Seller,  and (D) the  designated  computer
server containing certain data relating to Seller.

     3. Seller does hereby  covenant that,  from time to time after the delivery
of  this  instrument,  at  Buyer's  reasonable  request,  it will  do,  execute,
acknowledge and deliver,  or will cause to be done,  executed,  acknowledged and
delivered, such further acts, conveyances, transfers, assignments and assurances
as Buyer may require to convey,  transfer to and vest in Buyer, and to put Buyer
in possession of, any of the Purchased Assets.

     4. This Bill of Sale shall be binding on and inure to the benefit of and be
enforceable  by Seller and Buyer and their  respective  successors  and assigns.
Nothing  in this  instrument  shall be  deemed  to  create or imply any right or
benefit in any person or entity  other than Seller,  Buyer and their  respective
successors and assigns.

     5. This Bill of Sale  shall be  governed  by,  construed  and  enforced  in
accordance  with the laws of the State of New York  applicable to contracts made
and  performed  entirely  within  such State and  without  giving  effect to the
conflict of laws rules thereof.

     IN WITNESS WHEREOF, the undersigned has caused this Bill of Sale to be duly
executed as of the date first written above.


                              TRIARC COMPANIES, INC.


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

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


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


<PAGE>


                                   Schedule A

                                Purchased Assets

1.     The  furniture  and  other  related  items  as  described  in  Christies'
       Appraisal  previously  provided to the Seller (unless otherwise  excluded
       hereunder).

2.     All tangible personal property owned by Seller and used in conducting its
       business on the 24th, 28th and 41st Floor of the Seller's  offices at 280
       Park  Avenue,  New  York,  NY,  including  computers,  furniture,  office
       equipment and supplies,  and including any such property  Seller keeps in
       one or more storage facilities (unless otherwise excluded hereunder).

3.     All laptops, printers, fax machines, cell phones and PDAs owned by Seller
       and used by Seller's employees, wherever such equipment may be located.

4.     The corporate name and trade name "Triarc"  subject to the fully paid up,
       royalty-free,  worldwide,  irrevocable and exclusive right and license of
       the Seller (i) to continue  to use such name  through the earlier of June
       15,  2008  and the date on which it has  taken  the  necessary  corporate
       action to change its name and (ii) to continue to use the listing  symbol
       "TRY" and any variation thereof, until a replacement listing is obtained.

5.     Cadillac Escalade 2007 automobile,  Vehicle Identification Number ("VIN")
       1GYFK66887R184432, owned by Seller.

6.     The Seller's rights to sports tickets.

7.     Purchased  Assets do not include the items described  in  paragraph 2 of
       this Bill of Sale.