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                          CERTIFICATE OF INCORPORATION

                                       of

                             SNAPPLE CARIBBEAN CORP.

                            (a Delaware corporation)

                         (Pursuant to Section 102 of the
                      General Corporation Law of Delaware)

                        --------------------------------

                  FIRST:   The name of the Corporation is:  SNAPPLE CARIBBEAN
CORP. (hereinafter referred to as the "Company").

                  SECOND: The address of its registered office in the State of
Delaware is:

                                  1013 Centre Road
                                  City of Wilmington
                                  County of New Castle
                                  Delaware 19805

The name of its registered agent at such address is Corporation Service Company.

                  THIRD: The nature of the business or purposes to be conducted
or promoted are:

                                  to engage in, promote, and carry on any lawful
                                  act or activity for which corporations may be
                                  organized under the General Corporation Law of
                                  the State of Delaware.

                  FOURTH: The total number of shares of stock that the Company
shall have authority to issue is 3,000 shares of Common Stock with a par value
of $.01 per share.


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                  FIFTH: The name and mailing address of the sole incorporator
is as follows:

                                  Margaret Civetta
                                  c/o Whitman Breed Abbott & Morgan
                                  200 Park Avenue
                                  New York, New York 10166

                  SIXTH: The board of directors shall have the power to adopt,
amend or repeal the bylaws of the Company at any meeting at which a quorum is
present by the affirmative vote of a majority of the whole board of directors.
Election of directors need not be by written ballot. Any director may be removed
at any time with or without cause, and the vacancy resulting from such removal
shall be filled, by vote of a majority of the stockholders at a meeting called
for that purpose or by unanimous consent in writing of the stockholders.

                  SEVENTH: To the fullest extent permitted by law, no director
of the Company shall be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director.

                  THE UNDERSIGNED, being the sole incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, does make this certificate and does
hereby declare and certify that it is his act and deed and the facts stated
herein are true, and accordingly does hereunto set his hand this 13th day of
April, 1994.

                                                         /S/ Margaret Civetta
                                                         ----------------------
                                                         Margaret Civetta
                                                         Sole Incorporator



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