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                          CERTIFICATE OF INCORPORATION

                                       OF
                            SNAPPLE WORLDWIDE CORP,

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


           FIRST. The name of this corporation shall be:

                            SNAPPLE WORLDWIDE 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







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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 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 ninth day of December, A.D., 1993.



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


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