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                          CERTIFICATE OF INCORPORATION

                                       of

                              MISTIC BEVERAGE, INC.

     The undersigned incorporator, in order to form a corporation under the
General Corporation Law of the State or Delaware, certifies as follows:

         1. Name. The name of the corporation is Mistic Beverage, Inc.
(hereinafter called the "Corporation").

         2. Address; Registered Agent. The address of the Corporation's
registered office is 1209 Orange Street, City of Wilmington, County of New
Castle, State of Delaware; and its registered agent at such address is The
Corporation Trust Company.

         3. Purposes. The nature of the business and purposes to be conducted or
promoted by the Corporation are to engage in, carry on and conduct any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

         4. Number of Shares. The total number of shares of capital stock of all
classifications which the Corporation shall have authority to issue is three
thousand (3,000) shares of Common Stock of the par value of one dollar ($1.00)
each.

         5. Name and Address of Incorporator. The name and mailing address of
the incorporator are: Mary C. Wade, c/o Triarc Companies, Inc., 900 Third
Avenue, 31st Floor, New York, New York 10022.

         6. Adoption, Amendment and/or Repeal of By-Laws. The Board of Directors
may from time to time (after adoption by the undersigned of the original by-laws
of the






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Corporation) make, alter or repeal the by-laws of the Corporation (the
"By-Laws"); provided, however, that any By-Laws made, amended or repealed by the
Board of Directors may be amended or repealed, and any By-Laws may be made, by
the stockholders of the Corporation.

         7. Limitation of Liability of Directors. No director of the Corporation
shall be held personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any 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) under
Section 174 of the General Corporation Law of the State of Delaware, or (iv) for
any transaction from which the director derived an improper personal benefit. If
the General Corporation Law of the State of Delaware is amended after adoption
of this paragraph to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.

                  Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely direct any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

         8. Indemnification.

                  8.1 To the extent not prohibited by law, the Corporation shall
indemnify any person who is or was made, or threatened to be made, a party to
any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether


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civil, criminal, administrative or investigative, including, without limitation,
an action by or in the right of the Corporation to procure a judgment in its
favor, by reason of the fact that such person, or a person of whom such person
is the legal representative, is or was a Director or officer of the Corporation,
or is or was serving in any capacity at the request of the Corporation for any
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise (an "Other Entity"), against judgments, fines, penalties,
excise taxes, amounts paid in settlement and costs, charges and expenses
(including attorneys' fees and disbursements). Persons who are not Directors or
officers of the Corporation may be similarly indemnified in respect of service
to the Corporation or to an Other Entity at the request of the Corporation to
the extent the Board of Directors at any time specifies that such persons are
entitled to the benefits of this Section 8.

                  8.2 The Corporation shall, from time to time, reimburse or
advance to any Director or officer or other person entitled to indemnification
hereunder the funds necessary for payment of expenses, including attorneys' fees
and disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding; provided, however, that, if required by
the General Corporation Law of the State of Delaware, such expenses incurred by
or on behalf of any Director or officer or other person may be paid in advance
of the final disposition of a Proceeding only upon receipt by the Corporation of
an undertaking, by or on behalf of such Director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right


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of appeal that such Director, officer or other person is not entitled to be
indemnified for such expenses.

                  8.3 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, this Certificate of Incorporation, the
By-Laws, any agreement, any vote of stockholders or disinterested Directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office.

                  8.4 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall continue as to a person who has ceased to be a Director or officer (or
other person indemnified hereunder) and shall inure to the benefit of the
executors, administrators, legatees and distributees of such person.

                  8.5 The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a Director, other, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of an Other Entity, against any
liability asserted against such person or incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of this Section 8, the By-Laws or under Section 145 of the
General Corporation Law or the State of Delaware or any other provision of law.


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                  8.6 The provisions of this Section 8 shall be a contract
between the Corporation, on the one hand, and each Director and officer who
serves in such capacity at any time while this Section 8 is in effect and any
other person indemnified hereunder, on the other hand, pursuant to which the
Corporation and each such Director, officer or other person intends to be
legally bound. No repeal or modification of this Section 8 shall affect any
rights or obligations with respect to any state of facts then or theretofore
existing or thereafter arising or any proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of facts.

                  8.7 The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving that such indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, its independent legal
counsel and its stockholders) to have made a determination prior to the
commencement of such action that such indemnification or reimbursement or
advancement of expenses is proper in the circumstances nor an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel and its stockholders) that such person is not entitled
to such indemnification or reimbursement or advancement of expenses shall
constitute a defense to the action or create a presumption that such person is
not so entitled. Such a person shall also be indemnified for any expenses
incurred in connection with successfully establishing his or her right to


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such indemnification or reimbursement or advancement of expenses, in whole or
in part, in any such proceeding.

                  8.8 Any Director or officer of the Corporation serving in any
capacity (a) another corporation of which a majority of the shares entitled to
vote in the election of its directors is held, directly or indirectly, by the
Corporation or (b) any employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

                  8.9 Any person entitled to be indemnified or to reimbursement
or advancement of expenses as a matter of right pursuant to this Section 8 may
elect to have the right to indemnification or reimbursement or advancement of
expenses interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the applicable Proceeding,
to the extent permitted by law, or on the basis of the applicable law in effect
at the time such indemnification or reimbursement or advancement of expenses is
sought. Such election shall be made, by a notice in writing to the Corporation,
at the time indemnification or reimbursement or advancement of expenses is
sought; provided, however, that if no such notice is given, the right to
indemnification or reimbursement or advancement of expenses shall be determined
by the law in effect at the time indemnification or reimbursement or advancement
of expenses is sought.


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         IN WITNESS WHEREOF, this Certificate has been signed on this 28th day
of June, 1995.

                                                              /s/ Mary C. Wade
                                                              ----------------
                                                              Mary C. Wade
                                                              Incorporator


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                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                    * * * * *

           Mistic Beverage, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

FIRST:   That the Board of Directors of said corporation, by the unanimous
         written consent of its members, filed with the minutes of the Board,
         adopted a resolution proposing and declaring advisable the following
         amendment to the Certificate of Incorporation of said corporation:

         RESOLVED, that the Certificate of Incorporation of Mistic Beverage,
         Inc. be amended by changing the First Article thereof so that, as
         amended, said Article shall be and read as follows:

         1. Name. The name of the corporation is Mistic Brands, Inc.
         (hereinafter called the "Corporation").

SECOND:  That in lieu of a meeting and vote of stockholders, the stockholders
         have given unanimous written consent to said amendment in accordance
         with the provisions of Section 228 of the General Corporation Law or
         the State of Delaware.

THIRD:   That the aforesaid amendment was duly adopted in accordance with the
         applicable provisions of Sections 242 and 228 of the General
         Corporation Law of the State of Delaware.







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IN WITNESS WHEREOF, said Mistic Beverage, Inc. has caused this certificate to be
signed by Stuart I. Rosen, its Vice President and Secretary, this 27th day of
July, 1995.

                                             Mistic Beverage, Inc.

                                             By /s/ Stuart Rosen   
                                                ----------------------------
                                                Vice President and Secretary



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