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                            ARTICLES OF INCORPORATION

                                       OF

                      ARBY'S BUILDING AND CONSTRUCTION CO.

                  The undersigned, being a natural person of the age of at least
eighteen years and acting as the incorporator to organize a corporation under
the provisions of the Georgia Business Corporation Code, does hereby adopt and
sign the following articles of incorporation:

                  FIRST:  The name of the corporation (hereinafter called the
"corporation") is ARBY'S BUILDING AND CONSTRUCTION CO.

                  SECOND: The corporation is organized pursuant to the
provisions of the Georgia Business Corporation Code.

                  THIRD: The period of duration of the corporation is perpetual.

                  FOURTH: The purposes for which the corporation is organized
are to engage in any lawful act or activity for which corporations may be
organized under the Georgia Business Corporation Code.

                  To have all of the powers conferred upon corporations
organized under the Georgia Business Corporation Code.

                  FIFTH: The aggregate number of shares which the corporation
shall have authority to issue is One Thousand (1,000), all of which are of a par
value of One Dollar ($l.00) each and are of the same class and are to be Common
shares.

                  SIXTH: The corporation will not commence business until
consideration of the value of at least five hundred dollars has been received
for the issuance of its shares.

                  SEVENTH: The complete mailing address, including street and
number or building or floor, of the initial registered office of the corporation
in the State of Georgia, County of Fulton, is c/o The Prentice-Hall Corporation
System, Inc., 55 Park Place, Atlanta, Georgia 30335; and the name of the initial
registered agent of the corporation in Georgia at such address is The
Prentice-Hall Corporation System, Inc.

                  EIGHTH: The number of directors constituting the initial Board
of Directors of the corporation is three; and the name and the complete address,
including street and number or building or floor, of each person who is to serve
as a member thereof are as follows:







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<TABLE>
<CAPTION>

           NAME                                          ADDRESS
           ----                                          -------
<S>                                             <C>                     
Leonard H. Roberts                             Suite 700, The Piedmont Center
                                               3495 Piedmont Road, N.E.
                                               Atlanta, Georgia  30305

Kim Nassar                                     Suite 700, The Piedmont Center
                                               3495 Piedmont Road, N.E.
                                               Atlanta, Georgia  30305

Renee Mottram                                  6917 Collins Avenue
                                               Miami Beach, Florida  33141
</TABLE>

                  NINTH: The name and the complete address, including street and
number or building and floor, of the incorporator are:
<TABLE>
<CAPTION>

           NAME                                          ADDRESS
           ----                                          -------
<S>                                            <C>                   
R. G. Dickerson                                229 South State Street
                                               Dover, Delaware  19901
</TABLE>

                  TENTH: For the regulation of the business and the conduct of
the affairs of the corporation, it is further provided:

                  1. Whenever the corporation shall be engaged in the business
of exploiting natural resources, patents, or other wasting assets, dividends may
be declared and paid in cash out of the depletion reserves at the discretion of
the Board of Directors.

                  2. The Board of Directors of the corporation may, from time to
time, and in conformity with the provisions of the Georgia Business Corporation
Code, distribute to its shareholders out of capital surplus of the corporation a
portion of its assets in cash or property,

                  3. In addition to the authority otherwise conferred by the
Georgia Business Corporation Code, the corporation may purchase its own shares
out of unreserved and unrestricted capital surplus available therefor.

                  4. In lieu of setting forth provisions in these of Articles of
Incorporation in respect of restrictions on the transfer of shares of the
corporation or any provisions for the optional or compulsory sale and purchase
of shares among the shareholders and the corporation or any of them, such
provisions may be set forth in the Bylaws of the corporation or in a written
agreement or written agreements of the parties involved.


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                  5. Any shareholder who is subject to any liability for
managerial acts or omissions under the provisions of Section 14-2-120 of the
Georgia Business Corporation Code shall be entitled to the same rights,
privileges, indemnification, and benefits which the Georgia Business Corporation
Code confers upon any director.

                  6. Pursuant to the provisions of Section 14-2-112 of the
Georgia Business Corporation Code, and subject to the limitations and
requirements therein set forth, any action required to be taken at a meeting of
the shareholders of the corporation, or any action which may be taken at a
meeting of the shareholders of the corporation may be taken without a meeting if
written consent, setting forth the action so taken, shall be signed by persons
who would be entitled to vote at a meeting those shares having voting power to
cast not less than the minimum number (or numbers, in the case of voting by
classes) of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote were present and voted,

Signed on March 6, 1986, at Dover, Delaware.

                                                 /s/ R. G. Dickerson   
                                                 ------------------------------
                                                 R. G. Dickerson, Incorporator


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