
<PAGE>



                          CERTIFICATE OF INCORPORATION

                                       OF

                              SNAPPLE FINANCE CORP.

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

         FIRST: The name of this corporation shall be:

                              SNAPPLE FINANCE 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, 19805, 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:

         1,000 shares of $.01 par value common stock.

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

<TABLE>
<CAPTION>
         NAME                               MAILING ADDRESS
         ----                               ---------------
         <S>                                <C>
         Mary Beth Martin                   c/o Hutchins, Wheeler & Dittmar
                                            101 Federal Street
                                            Boston, MA 02110
</TABLE>

         The name and mailing address of the person who is to serve as a
director until the first annual meeting of the stockholders or until a successor
is elected and qualified is as follows:

<TABLE>
<CAPTION>
         NAME                               MAILING ADDRESS
         ----                               ---------------
         <S>                                <C>
         Alan R. Koss                       c/o Snapple Beverage Corp.
                                            175 N. Central Avenue
                                            Valley Stream, NY 11580
</TABLE>


                                        1








 <PAGE>


<PAGE>








         SIXTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware:

                  A.  The board of directors of the corporation is expressly
                      authorized to adopt, amend, or repeal the by-laws of the
                      corporation.

                  B.  Elections of directors need not be by written ballot
                      unless the by-laws of the corporation shall so provide.

                  C.  The books of the corporation may be kept at such place
                      within or without the State of Delaware as the by-laws of
                      the corporation may provide or as may be designated from
                      time to time by the board of directors of the corporation.

         SEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such a manner as the said court directs, if a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

         EIGHTH: The corporation hereby elects in this original certificate of
incorporation not to be governed by Section 203 of the General Corporation Law
of Delaware.

         NINTH: Except as stated in Article Tenth of this certificate of
incorporation, the corporation reserves the right to amend or repeal any
provision contained in this certificate of incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon a stockholder
herein are granted subject to this reservation.


                                        2








 <PAGE>


<PAGE>







         TENTH: No director shall be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
notwithstanding any provision of law imposing such liability; provided, however,
that, to the extent provided by applicable law, this provision shall not
eliminate the liability of a director (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 Delaware, or
(iv) for any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this provision shall apply to or have any
effect on the liability or alleged liability of any director for or with respect
to any acts or omissions of such director occurring prior to such amendment or
repeal.

         ELEVENTH: The Corporation is to have perpetual existence.

         IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinbefore named, has executed, signed, and acknowledged this certificate of
incorporation this 1st day of March, 1994.

                                                     /s/ Mary Beth Martin
                                                     ---------------------
                                                     Mary Beth Martin
                                                     Sole Incorporator


                                        3


<PAGE>





