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                                    BY-LAWS
                                       OF
                            FOUNTAIN CLASSICS, INC.


                                   ARTICLE I
                                    OFFICES

        The principal office of Fountain Classics, Inc. (the "Corporation') in
the State of Colorado (state of incorporation) shall be located in the City of
Denver. The Corporation may have such other offices or relocate its principal
office either within or without the state of incorporation as the Board of
Directors may require from time to time.


        The registered office of the Corporation required by the Articles of
Incorporation to be maintained in the state of incorporation may be, but need
not be, identical with the principal office in the state of incorporation and
the address of the registered office may be changed from time to time by the
Board of Directors.

                                   ARTICLE II
                                  SHAREHOLDERS

        Section 1. Annual Meeting. The annual meeting of the shareholders shall
be held annually on such date and time as set by the Board of Directors, for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual meeting shall be a
legal holiday in the state of incorporation, such meeting shall be held on the
next succeeding business day. If the election of directors shall not be held on
the day herein designated for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as conveniently may
be.

        Section 2. Special Meetings. Special meetings of the shareholders for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the president or by the Board of Directors and shall be called by the
president at the request of the holders of not less than one-tenth (1/10) of
all the outstanding shares of the Corporation entitled to vote at the meeting.

        Section 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the state of incorporation, as the place of
meeting for any annual or special meeting. A waiver of notice, signed by all
shareholders entitled to vote at a meeting, may designate any place, either
within or without the state of incorporation, as the place for the holding of
such meeting. If no designation is made, the place of meeting shall be the
registered office of the Corporation in the state of incorporation.

        Section 4. Notice of Meeting. Written or printed notice, stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered either
personally or by mail by or at the direction of the president, the 




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secretary, or the officer or person calling the meeting to each shareholder of
record entitled to vote at such meeting, except that, if the authorized shares
are to be increased, at least thirty (30) days' notice shall be given.

        Section 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
Corporation may fix in advance a date as the record date for any such
determination of shareholders; such date, in case of a meeting of shareholders,
shall be not more than fifty (50) days nor less than ten (10) days prior to the
date on which the particular action requiring such determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section; such determination shall apply to any adjournment thereof, except
where the determination has been made through the closing of the stock transfer
books and the stated period of closing has expired.

        Section 6. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting, at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum. 


        Section 7. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. The attorney-in-fact can only be another shareholder of the
Corporation. Such proxy shall be filed with the secretary of the Corporation
before or at the time of the meeting. No proxy shall be valid after eleven (11)
months from the date of its execution, unless otherwise provided in the proxy.

        Section 8. Voting of Shares. Subject to the provisions of Sections 7 and
10 of this Article II, each outstanding share entitled to vote shall be entitled
to one (1) vote upon each matter submitted to a vote at a meeting of
shareholders.

        Section 9. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
by-laws of such corporation may prescribe, or, in the absence of such provision,
as the Board of Directors of such corporation may determine.


        Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee shall be entitled to
vote shares held by him without a transfer of such shares into his name.

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        Shares standing in the name of a receiver may be voted by such receiver
and shares held by or under the control of a receiver may be voted by such
receiver, without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which the receiver was
appointed.


        A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee and,
thereafter, the pledgee shall be entitled to vote the shares so transferred.

        Shares of its own stock belonging to the Corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting
and shall not be counted in determining the total number of outstanding shares
at any given time.

        Section 10. Cumulative Voting. As set forth in the Articles of
Incorporation, cumulative voting shall not be permitted.

                                  ARTICLE III
                               BOARD OF DIRECTORS

        Section 1. General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors.

        The Board of Directors shall have the power from time to time to provide
for the management of the offices of the Corporation at home or abroad in such
manner as they see fit and, in particular, from time to time, to delegate any of
the powers of the Board of Directors in the course of the current business of
the Corporation to any standing or special committee or to any officer or agent
and to appoint any persons as agents of the Corporation with such powers
(including the power to sub-delegate) and upon such terms as may be deemed fit.


        In addition to the powers and authorities by the Articles of
Incorporation and by these By-Laws expressly conferred upon them, the Board of
Directors may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Articles of Incorporation or by
these By-Laws directed or required to be exercised or done by the shareholders.

        Section 2. Number, Tenure and Qualifications. The number of directors of
the Corporation initially shall be one. Notwithstanding anything herein to the
contrary, the number of directors may be revised to any number up to five by
action of the Board of Directors. Each director shall hold office until the next
annual meeting of shareholders and until his successor has been elected and
qualified. Directors need not be residents of the state of incorporation or
shareholders of the Corporation. 


        Section 3. Regular Meetings. A regular meeting of the Board of Directors
shall be held, without other notice than this By-Law, immediately after and at
the same place as the annual


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meeting of shareholders. The Board of Directors may provide, by resolution, the
time and place, either within or without the state of incorporation, for the
holding of additional regular meetings, without other notice than such
resolution. 


        Section 4. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the president or any director. The person
or persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the state of incorporation, as the place for
holding any special meeting of the Board of Directors called by them.

        Section 5. Notice. Notice of any special meeting shall be given at least
three (3) days previously thereto by written notice delivered personally or
mailed to each director at his business address or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States Mail
so addressed with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business, because the meeting is not lawfully called
or convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

        Section 6. Quorum. Any majority of the total membership of the Board of
Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if a quorum shall not be present at any
meeting, a majority of the directors present may adjoun the meeting from time to
time without further notice.

        Section 7. Action by Consent of Board of Directors Without Meeting. Any
action required or permitted to be taken by the Board of Directors under any
provision of the laws of the state of incorporation may be taken without a
meeting, if all members of the Board of Directors shall individually or
collectively consent in writing to such action. Such written consent or consents
shall be filed with the minutes of the proceedings of the Board of Directors.
Such action by written consent shall have the same force and effect as a
unanimous vote of such directors. Any certificate or other document filed under
any provision of the laws of the state of incorporation which relates to action
so taken shall state that the action was taken by unanimous written consent of
the Board of Directors without a meeting; that these By-Laws authorize the
directors to so act; and such statement shall be prima facie evidence of such
authority.

        Section 8. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present, shall be the act of the Board
of Directors.


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        The order of business at any regular or special meeting of the Board of
Directors shall be: 

        1. Calling the roll.
        2. Secretary's proof of due notice of meeting, if required.
        3. Reading and disposal of unapproved minutes.
        4. Reports of officers.
        5. Unfinished business.
        6. New business.
        7. Adjournment.

        Section 9. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of an increase in the number of
directors shall be filled by the affirmative vote of a majority of the directors
then in office or by an election at an annual meeting or at a special meeting of
shareholders called for that purpose. A director chosen to fill a position
resulting from an increase in the number of directors shall hold office until
the next annual meeting of shareholders and until his successor has been elected
and qualified.

        Section 10. Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor or from receiving compensation for
any extraordinary or unusual service as a director.

        Section 11. Presumption of Assent. A director of the Corporation, who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken, shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.

        Section 12. Resignation of Officers or Directors. Any director or other
officer may resign his office at any time, such resignation to be made in
writing and to take effect from the time of its receipt by the Corporation
unless a time be fixed in the resignation and then it will take effect from
that date. The acceptance of the resignation shall not be required to make
it effective.


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                                   ARTICLE IV
                                    OFFICERS

        Section 1. Number. The officers of the Corporation initially shall be a
president and a secretary, and, if the Board of Directors determines, a
treasurer and one or more vice-presidents (the number thereof to be determined
by the Board of Directors), all of whom shall be designated executive officers
and assistant officers, as may be deemed necessary, shall be designated
administrative assistant officers and may be appointed by the president. Any two
or more offices may be held by the same person, except the offices of president
and secretary. The officers of the Corporation shall be natural persons of the
age of eighteen years or older.


        Section 2. Election and Term of Office. The executive officers of the
Corporation, to be elected by the Board of Directors, shall be elected annually
by the Board of Directors at the first meeting of the Board of Directors held
after each annual meeting of the shareholders. If the election of officers shall
not be held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each executive officer shall hold office until his
successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided. Administrative assistant officers shall hold office at the
pleasure of the president.

        Section 3. Removal. Subject to the existence of any agreements to the
contrary, any officer or agent elected or appointed by the Board of Directors
may be removed by the Board of Directors whenever, in its judgment, the best
interests of the Corporation would be served thereby. Such removal also shall be
without prejudice to the contract rights, if any, of the person so removed.

        Section 4. Vacancies. A vacancy in any executive office, because of
death, resignation, removal, disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.

        Section 5. The President. The president shall be the chief executive
officer of the Corporation, and subject to the control of the Board of
Directors, shall be in general charge of the affairs of the Corporation. He may
sign, with the secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts or other instruments which
the Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these By-Laws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise signed or executed; and, in general,
shall perform all duties incident to the office of the president and such other
duties as may be prescribed by the Board of Directors from time to time.

        Section 6. The Vice-President(s). In the absence of the president or
in the event of his death or inability or refusal to act, the vice-president
(or, in the event there be more than one vice-president, the vice-presidents
in the order designated at the time of their election or, in the

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absence of any designation, then in the order of their election), shall perform
the duties of the president and, when so acting, shall have all the powers of
and be subject to all the restrictions upon the president. Any vice-president
may sign, with the secretary or an assistant secretary, certificates for shares
of the Corporation and shall perform such other duties as from time to time
may be assigned to him by the president or by the Board of Directors.

        Section 7. The Secretary. The secretary shall: (a) keep the minutes of
the shareholders' meetings and of the Board of Directors' meetings in one or
more books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-Laws as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all documents, the execution of
which on behalf of the Corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholders; (e) sign with the president, or a
vice-president, certificates for shares of the Corporation, the issuance of
which shall have been authorized by resolution of the Board of Directors; (f)
have general charge of the stock transfer books of the Corporation; (g) in
general, perform all the duties incident to the office of the secretary and such
other duties as from time to time may be assigned to him by the president or by
the Board of Directors.

        Section 8. The Treasurer. If required by the Board of Directors, the
treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the Corporation; receive and give receipts for monies due and
payable to the Corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article V
of these By-Laws; and (b) in general, perform all the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the Board of Directors.

        Section 9. Assistant Secretaries and Assistant Treasurers. The assistant
secretaries, when authorized by the president, may sign with the president or a
vice-president certificates for shares of the Corporation, the issuance of which
shall have been authorized by a resolution of the Board of Directors. The
assistant treasurers shall respectively, if required by the Board of Directors,
give bonds for the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine. The assistant secretaries
and assistant treasurers, in general, shall perform such duties as shall be
assigned to them by the secretary or the treasurer, respectively, or by the
president or Board of Directors.

        Section 10. Salaries. The salaries of the executive officers shall be
fixed from time to time by the Board of Directors and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the Corporation. The salaries of the administrative assistant
officers shall be fixed by the president.


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                                   ARTICLE V
                     CONTRACTS, LOANS, CHECKS AND DEPOSITS

        Section 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract, including contracts to
lend and borrow money, or execute and deliver any instrument in the name of and
on behalf of the Corporation and such authority may be general or confined to
specific instances.

        Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness, issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents, of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

        Section 3. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.

                                   ARTICLE VI
              CERTIFICATES FOR SHARES AND THEIR TRANSFER AND SALE

        Section 1. Certificates for Shares. Certificates representing shares of
the Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the president or a
vice-president and by the secretary, or an assistant secretary.


        A certificate for shares signed by an officer who ceases by death,
resignation or otherwise to be an officer of the corporation before the
certificate is delivered by the Corporation, is as valid as though signed by a
duly elected, qualified and authorized officer.

        All certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate of a like number of
shares has been surrendered and cancelled, except that, in case of a lost,
destroyed or mutilated certificate, a new one may be issued therefor upon such
terms and indemnity to the Corporation as the Board of Directors may prescribe.


        The shares of stock of the Corporation shall be issued only in the name
of the legal or beneficial owner.

        Section 2. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the
holder of record thereof by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the secretary of the 

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Corporation and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes.



                                  ARTICLE VII
                                  FISCAL YEAR

        The fiscal year of the Corporation shall be determined by resolution of
the Board of Directors.

                                  ARTICLE VIII
                                    DIVIDENDS

        The Board of Directors may from time to time declare, and the
Corporation may pay in cash, stock or other property, dividends on its
outstanding shares in the manner and upon the terms and conditions provided by
law and its Articles of Incorporation.

                                   ARTICLE IX
                                      SEAL

        The Board of Directors shall provide a corporate seal, circular in form,
having inscribed thereon, among other things, the corporate name, the state of
incorporation and the word "Seal".

                                   ARTICLE X
                                WAIVER OF NOTICE

        Whenever any notice is required to be given to any shareholder or
director of the Corporation under the provisions of these By-Laws or under the
provisions of the Articles of Incorporation or under the provisions of the
applicable laws of the state of incorporation, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice.

                                   ARTICLE XI
                                   AMENDMENTS

        These By-Laws may be altered, amended or repealed and new By-Laws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors.

                                  ARTICLE XII
                 UNIFORMITY OF INTERPRETATION AND SEVERABILITY

        These By-Laws shall be so interpreted and construed as to conform to the
Articles of Incorporation and the statutes of the state of incorporation or of
any other state in which conformity may become necessary by reason of the
qualification of the Corporation to do business

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in such foreign state, and where conflict between these By-Laws and the Articles
of Incorporation or the statutes of the state of incorporation has arisen or
shall arise, these By-Laws shall be considered to be modified to the extent, but
only to the extent, conformity shall require. If any provision hereof or the
application thereof shall be deemed to be invalid by reason of the foregoing
sentence, such invalidity shall not affect the validity of the remainder of the
By-Laws without the invalid provision or the application thereof, and the
provisions of these By-Laws are declared to be severable.

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