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                                                                    Exhibit 2(f)

                            SHARE EXCHANGE AGREEMENT

                            AMENDING AGREEMENT NO. 2

                  THIS IS AN AMENDING AGREEMENT made as of February 25, 1999 by
and among WENDY'S INTERNATIONAL, INC., an Ohio corporation ("Wendy's"), WENTIM,
LTD., an Ontario corporation and a subsidiary of Wendy's ("WENTIM") and RONALD
V. JOYCE ("Seller").

                  WHEREAS:

         A. Wendy's and 1149658 Ontario Inc., a predecessor of WENTIM, and
Seller entered into a Share Exchange Agreement dated as of December 29, 1995
which was amended by an Agreement dated September 16, 1998 between Wendy's,
WENTIM, the Seller and the Irrevocable Trust for the benefit of Ronald V. Joyce
established under agreement dated as of December 29, 1995 (the "Trust")
(collectively, the "Share Exchange Agreement"); and

         B. Seller wishes to pledge Newco Exchangeable Shares to Canadian
Imperial Bank of Commerce, a bank chartered under the laws of Canada ("CIBC") as
security for loans which may be made from time to time by CIBC to Seller.

                  NOW THEREFORE, in consideration of the mutual covenants and
agreements contained in this agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

                                   ARTICLE I
                                 INTERPRETATION


1.1       One Agreement. This Agreement amends the Share Exchange Agreement and 
this Agreement and the Share Exchange Agreement shall be read, interpreted,
construed and have effect as, and shall constitute one agreement with the same
effect as if the amendments made to the Share Exchange Agreement by this
Agreement had been contained in the Share Exchange Agreement as of the date of
this Agreement.

1.2       Defined Terms. In this Agreement, unless something in the subject 
matter or context is inconsistent:

         (a)      terms defined in the description of the parties or in the
                  recitals have the respective meanings given to them in such
                  description or recitals; and

         (b)      all other capitalized terms have the respective meanings given
                  to them in the Share Exchange Agreement as amended by Article
                  2 of this Agreement.

1.3       Headings. The headings of the Articles and Sections of this Agreement
are inserted for convenience of reference only and shall not affect the 
construction or interpretation of this Agreement.
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1.4      References. All references in this Agreement to Articles and 
Sections, unless otherwise specified, are to Articles and Sections of the Share
Exchange Agreement.

                                   ARTICLE II
                                   AMENDMENTS


2.1      Section 6.3 of the Share Exchange Agreement is amended to read as 
         follows:

         TRANSFER BY SELLER. Seller shall not transfer (other than to Wendy's, a
         wholly owned direct or indirect subsidiary of Wendy's, designated by
         Wendy's or the Escrow Agent) all or any portion of Seller's Newco
         Exchangeable Shares, except to the Trustee under the Trust Agreement
         pursuant to the terms of the Guaranty and the Trust Agreement.
         Notwithstanding the foregoing, Seller may from time to time transfer
         all or any portion of Seller's Newco Exchangeable Shares to a bank
         chartered under the laws of Canada (the "Bank"), as security for loans
         made by the Bank to Seller, provided that the Bank gives written notice
         to Wendy's and WENTIM of any pledge of Newco Exchangeable Shares along
         with a copy of the pledge and further provided that the Bank has
         agreed, as pledgee, to be bound by the provisions of the Share Exchange
         Agreement and the Guaranty. Upon receipt by Wendy's and Newco of a
         certificate from an officer of the Bank stating that Seller is in
         default in any payment of principal of or interest accruing on loans
         made by the Bank to Seller, and specifying the number of Newco
         Exchangeable Shares pledged to the Bank by Seller, the Bank shall be
         entitled to all of the rights of and be subject to all of the
         obligations of Seller with respect to such number of Newco Exchangeable
         Shares as if the Bank were named in this Agreement in place of Seller.
         The Bank shall also provide written notice to Wendy's and WENTIM if the
         pledge ceases to be in effect.

2.2      Section 7.1 of the Share Exchange Agreement is amended to read as 
         follows:

         TERM.  This Agreement shall continue until the earliest to occur of 
         the following events:

         (a) no outstanding Newco Exchangeable Shares are held by Seller or are
         pledged to a Bank which has notified Wendy's and WENTIM of such pledge
         and which has complied with Section 6.3 hereof, and

         (b) the execution of an instrument in writing terminating this
         Agreement, signed by duly authorized officers or representatives of
         Wendy's, WENTIM and by Seller; and in the event that Newco Exchangeable
         Shares are pledged to a Bank which has notified Wendy's and WENTIM of
         such pledge and which has complied with Section 6.3 hereof, no such
         instrument will have the effect of terminating this Agreement without
         the consent of the Bank.
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2.3      Section 8.6 of the Share Agreement is amended to add the following:

         If to the Bank:

         Canadian Imperial Bank of Commerce
         Main Branch, Commerce Court West
         25 King Street West
         Toronto, Ontario
         M5L 1A2

         Attention:        P.J. Mulqueen
                           Senior Account Manager
         Facsimile:        (416) 980-7491


                                  ARTICLE III
                                     GENERAL


3.1       Effective Date and Confirmation. This Agreement and the amendment to 
the Share Exchange Agreement contained in this Agreement shall be effective as
of and from the date of this Agreement. The Share Exchange Agreement, as amended
by this Agreement, is confirmed by Wendy's, WENTIM and Seller.

3.2       Binding Nature. This Agreement shall enure to the benefit of and be 
binding upon each of Wendy's, WENTIM and Seller and their respective successors
and permitted assigns.

3.3       Conflicts. If any provision of this Agreement is inconsistent with 
any provision of the Share Exchange Agreement the relevant provision of this
Agreement shall prevail.

3.4       Law of Contract. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable in the Province of Ontario.

3.5       Counterparts. This Agreement may be executed in two or more 
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same Agreement.
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         IN WITNESS OF WHICH Wendy's, WENTIM and Seller have executed this
Agreement as of the date indicated on the first page of this Agreement.


                                  WENDY'S INTERNATIONAL, INC.

                                  By: /s/ Frederick R. Reed
                                    -------------------------------------------
                                      Name:  Frederick R. Reed
                                      Title: Chief Financial Officer/Secretary


                                  By: /s/ Lawrence A. Laudick
                                    -------------------------------------------
                                      Name:  Senior Vice President
                                      Title: Assistant Secretary

                                      I/We have authority to bind
                                      Wendy's International, Inc.

 
                                 WENTIM, LTD.

                                  By: /s/ Frederick R. Reed
                                    -------------------------------------------
                                      Name:  Frederick R. Reed
                                      Title: Chief Financial Officer/Secretary


                                  By: /s/ Lawrence A. Laudick
                                    -------------------------------------------
                                      Name:  Senior Vice President
                                      Title: Assistant Secretary

                                      I/We have authority to bind WENTIM, Ltd.


/s/ Gord Oliver                   /s/ Ronald V. Joyce
----------------------------      --------------------------------
WITNESS                           RONALD V. JOYCE