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                          CERTIFICATE OF INCORPORATION

                                       OF

                           SNAPPLE INTERNATIONAL CORP.

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

                  FIRST.  The name of this corporation shall be:

                          SNAPPLE INTERNATIONAL CORP.

                  SECOND. Its registered office in the State of Delaware is to
be located at 1013 Centre Road, in the City of Wilmington, County of New Castle
and its registered agent at such address is CORPORATION SERVICE COMPANY.

                  THIRD.  The purpose or purposes of the corporation shall be:

                  To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.

                  FOURTH. The total number of shares of stock which this
corporation is authorized to issue is: Three Thousand (3,000) Shares With A Par
Value of One Cent ($.01) Each, Amounting To Thirty Dollars ($30.00).

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

                           Sherry A. Craig
                           Corporation Service Company
                           1013 Centre Road
                           Wilmington, DE 19805

                  SIXTH. The Board of Directors shall have the power to adopt,
amend or repeal the by-laws.

                  SEVENTH: No director shall be personally liable to the
Corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director. Notwithstanding the foregoing sentence, a
director shall be liable to the extent provided by applicable law, (i) for
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the
Delaware General Corporation Law or (iv) for any transaction from which the
director derived an improper personal benefit. No amendment to or repeal of this
Article Seventh shall apply to or have any effect on








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the liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment.

                  IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinbefore named, has executed, signed and acknowledged this certificate of
incorporation this twelfth day of October, A.D., 1993.

                                                     /s/ Sherry A. Craig
                                                     -------------------------
                                                     Sherry A. Craig
                                                     Incorporator

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