
<PAGE>


                                     BYLAWS
                                       OF
                      PACIFIC SNAPPLE DISTRIBUTIONS, INC.








 <PAGE>


<PAGE>


                                     BYLAWS
                                       OF
                            GROUX DISTRIBUTION, INC.

                                     INDEX



<TABLE>
<CAPTION>

Article                                                                  Page
-------                                                                  ----
<S>           <C>          <C>                                           <C>
    I         OFFICES                                                      1
              -------
              Section 1    Principal Offices..........................     1
              Section 2    Other Offices..............................     1

   II         MEETINGS OF SHAREHOLDERS
              ------------------------
              Section 1    Place of Meetings..........................     1
              Section 2    Annual Meeting.............................     1
              Section 3    Special Meetings...........................     1
              Section 4    Notice of Shareholders'
                           Meetings...................................     2
              Section 5    Manner of Giving Notice;
                           Affidavit of Notice........................     3
              Section 6    Quorum.....................................     3
              Section 7    Adjourned Meeting; Notice..................     3
              Section 8    Voting.....................................     4
              Section 9    Waiver of Notice or Consent
                           by Absent Shareholders.....................     5
              Section 10   Shareholders Action by Written
                           Consent Without a Meeting..................     5
              Section 11   Record Date for Shareholder
                           Notice, Voting and Giving
                           Consents...................................     6
              Section 12   Proxies....................................     7
              Section 13   Inspectors of Election.....................     7

  III         DIRECTORS                                                    8
              ---------
              Section 1    Powers.....................................     8
              Section 2    Number and Qualification of
                           Directors..................................     8
              Section 3    Election and Term of Office
                           of Directors...............................     8
              Section 4    Vacancies..................................     8
              Section 5    Place of Meetings..........................     9
              Section 6    Meetings by Telephone......................     9
              Section 7    Annual Meetings............................    10
              Section 8    Special Meetings...........................    10
              Section 9    Quorum.....................................    10
</TABLE>







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<PAGE>


<TABLE>
<CAPTION>

Article                                                                  Page
-------                                                                  ----
<S>           <C>          <C>                                           <C>
              Section 10   Waiver of Notice...........................    11
              Section 11   Adjournment................................    11
              Section 12   Notice of Adjournment......................    11
              Section 13   Action Without Meeting.....................    11
              Section 14   Fees and Compensation
                           of Directors...............................    11

   IV         COMMITTEES                                                  12
              ----------
              Section 1    Committees of Directors....................    12
              Section 2    Meetings and Action of                         
                           Committees.................................    12

    V         OFFICERS                                                    13
              --------
              Section 1    Officers...................................    13
              Section 2    Election of Officers.......................    13
              Section 3    Subordinate Officers.......................    13
              Section 4    Removal and Resignation of
                           Officers...................................    13
              Section 5    Vacancies in Offices.......................    14
              Section 6    Chairman of the Board......................    14
              Section 7    President..................................    14
              Section 8    Vice Presidents............................    14
              Section 9    Secretary..................................    14
              Section 10   Chief Financial Officer....................    15

   VI         INDEMNIFICATION OF DIRECTORS, OFFICERS,
              ---------------------------------------
              EMPLOYEES AND OTHER AGENTS                                  15 
              --------------------------
              Section 1    Indemnification............................    15
              Section 2    Insurance..................................    16

  VII         RECORDS AND REPORTS
              -------------------
              Section 1    Maintenance and Inspection
                           of Share Register..........................    16
              Section 2    Maintenance and Inspection
                           of Bylaws..................................    17
              Section 3    Maintenance and Inspection of
                           Other Corporate Records....................    17
              Section 4    Inspection by Directors....................    17
              Section 5    Annual Report to Shareholders..............    18
              Section 6    Financial Statements.......................    18
              Section 7    Annual Statement of General
                           Information................................    18
</TABLE>


                                      -ii-







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<PAGE>



<TABLE>
<CAPTION>

Article                                                                  Page
-------                                                                  ----
<S>           <C>          <C>                                           <C>
 VIII         GENERAL CORPORATE MATTERS                                   19
              -------------------------
              Section 1    Record Date for Purposes
                           Other Than Notice and Voting...............    19
              Section 2    Checks, Draft, Evidence
                           of Indebtedness............................    19
              Section 3    Corporate Contracts and
                           Instruments; How Executed..................    19
              Section 4    Certificates for Shares....................    20
              Section 5    Lost Certificates..........................    20
              Section 6    Representation of Shares
                           of Other Corporations......................    20
              Section 7    Construction and Definitions...............    21

   IX         AMENDMENTS                                                  21
              ----------
              Section 1    Amendment by Shareholders..................    21
              Section 2    Amendment by Directors.....................    21
</TABLE>


                                     -iii-







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<PAGE>


                                     BYLAWS

                          OF GROUX DISTRIBUTION, INC.

                                   ARTICLE I

                                    OFFICES

          Section 1. PRINCIPAL OFFICES. The Board of Directors shall fix the
location of the principal executive office of the corporation any place within
or outside the State of California. If the principal executive office is located
outside this State, and the corporation has one or more business offices in this
State, the Board of Directors shall fix and designate a principal business
office in the State of California.

          Section 2. OTHER OFFICES. The Board of Directors may at any time
establish branch or subordinate offices at any place or places where the
corporation is qualified to do business.


                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

          Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held
either at the principal executive office of the corporation or at any other
place within or without the State of California which may be designated either
by the Board of Directors or by the written consent of all persons entitled to
vote thereat given either before or after the meeting and filed with the
Secretary.

          Section 2. ANNUAL MEETING. The annual meeting of shareholders shall be
held each year on a date and at a time designated by the Board of Directors. At
each annual meeting directors shall be elected, and any other proper business
may be transacted.

          Section 3. SPECIAL MEETINGS. A special meeting of the shareholders may
be called at any time by the Board of Directors, or by the Chairman of the
Board, or by the President, or by one or more shareholders holding shares in the
aggregate entitled to cast not less than ten percent (10%) of the votes at that
meeting.








 <PAGE>


<PAGE>


          If a special meeting is called by any person or persons other than the
Board of Directors, the request shall be in writing, specifying the time of such
meeting and the general nature of the business proposed to be transacted, and
shall be delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the Chairman of the Board, the President, any
Vice President, or the Secretary of the corporation. The officer receiving the
request shall cause notice to be promptly given to the shareholders entitled to
vote, in accordance with the provisions of Sections 4 and 5 of this Article II,
that a meeting will be held at the time requested by the person or persons
calling the meeting, not less than thirty-five (35) nor more than sixty (60)
days after the receipt of the request. If the notice is not given within twenty
(20) days after receipt of the request, the person or persons requesting the
meeting may give the notice. Nothing contained in this paragraph of this Section
3 shall be construed as limiting, fixing or affecting the time when a meeting of
shareholders called by action of the Board of Directors may be held.

          Section 4. NOTICE OF SHAREHOLDERS' MEETINGS. All notices of meeting of
shareholders shall be sent or otherwise given in accordance with Section 5 of
this Article II not less than ten (10) nor more than sixty (60) days before the
date of the meeting. The notice shall specify the place, date and hour of the
meeting and (i) in the case of a special meeting, the general nature of the
business to be transacted, or (ii) in the case of the annual meeting, those
matters which the Board of Directors, at the time of giving the notice, intends
to present for action by the shareholders, but, subject to the provisions of
applicable law, any proper matter may be presented at the meeting for such
action. The notice of any meeting at which directors are to be elected shall
include the name of any nominee or nominees whom, at the time of the notice,
management intends to present for election.

          If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a director has a direct or indirect financial
interest, pursuant to Section 310 of the California General Corporation Law,
(ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of
that Law, (iii) a reorganization of the corporation, pursuant to Section 1201 of
that Law, (iv) a voluntary dissolution of the corporation, pursuant to Section
1900 of that Law, or (v) a distribution in dissolution other than in accordance
with the rights of outstanding preferred shares, pursuant to Section 2007 of
that Law, the notice shall also state the general nature of that proposal.


                                      -2-






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<PAGE>



          Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any
meeting of shareholders shall be given either personally or by first class mail
or telegraphic or other written communication, charges prepaid, addressed to the
shareholder at the address of that shareholder appearing on the books of the
corporation or given by the shareholder to the corporation for the purpose of
notice. If no such address appears on the corporation's books or is given,
notice shall be deemed to have been given if sent to that shareholder by first
class mail or telegraphic or other written communication to the corporation's
principal executive office, or if published at least once in a newspaper of
general circulation in the county where that office is located. Notice shall be
deemed to have been given at the time when delivered personally to the recipient
or deposited in the mail or sent by telegram or other means of written
communication.

          If any notice addressed to a shareholder at the address of that
shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the shareholder
at that address, all future notices or reports shall be deemed to have been duly
given without further mailing if these shall be available to the shareholder on
written demand of the shareholder at the principal executive office of the
corporation for a period of one year from the date of the giving of the notice.


          An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting shall be executed by any officer or any transfer agent of
the corporation giving the notice, and shall be filed and maintained in the
minute book of the corporation.

          Section 6. QUORUM. The presence in person or by proxy of the holders
of a majority of the shares entitled to vote shall constitute a quorum at any
meeting of shareholders. The shareholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum, if any action taken (other than adjournment) is approved by at
least a majority of the shares required to constitute a quorum.

          Section 7. ADJOURNED MEETING; NOTICE. Any shareholders' meeting,
whether or not a quorum is present, may be adjourned from time to time by the
vote of the majority of the shares represented at that meeting, either in person
or by proxy, but in the absence of a quorum, no other business may be transacted
at that meeting, except as provided in Section 6 of this Article II.


                                      -3-






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<PAGE>



          When any meeting of shareholders, either annual or special, is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place are announced at a meeting at which the
adjournment is taken, unless a new record date for the adjourned meeting is
fixed, or unless the adjournment is for more than forty-five (45) days from the
date set for the original meeting, in which case the Board of Directors shall
set a new record date. Notice of any such adjourned meeting shall l be given to
each shareholder of record entitled to vote at the adjourned meeting in
accordance with the provisions of Sections 4 and 5 of this Article II. At any
adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting.

          Section 8. VOTING. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the provisions of Section 11
of this Article II, subject to the provisions of Sections 702 to 704, inclusive,
of the California General Corporation Law (relating to voting shares held by a
fiduciary, in the name of a corporation, or in joint ownership). The
shareholders' vote may be by voice vote or by ballot; provided, however, that
any election for directors must be by ballot if demanded by any shareholder
before the voting has begun. On any matter other than elections of directors,
any shareholder may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or vote them against the proposal, but, if the
shareholder fails to specify the number of shares which the shareholder is
voting affirmatively, it will be conclusively presumed that the shareholder's
approving vote is with respect to all shares that the shareholder is entitled
to vote. If a quorum is present, the affirmative vote of a majority of the
shares represented at the meeting and entitled to vote on any matter (other than
the election of Directors) shall be the act of the shareholders, unless the vote
of a greater number or voting by classes is required by the California General
Corporation Law or by the Articles of Incorporation.


          At a shareholders' meeting at which Directors are to be elected, no
shareholder shall be entitled to cumulate votes (i.e., cast for any one or more
candidates a number of votes greater than the number of the shareholder's
shares) unless the candidates' names have been placed in nomination prior to
commencement of the voting and a shareholder has given notice prior to
commencement of the voting of the shareholder's intention to cumulate votes. If
any shareholder has given such a notice, then every shareholder entitled to vote
may cumulate votes for candidates in nomination and give one candidate a number
of votes equal to the number of directors to be elected multiplied by the number
of votes to which that shareholder's shares are entitled, or distribute the
shareholder's votes on the


                                      -4-






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<PAGE>



same principle among any or all of the candidates, as the shareholder thinks
fit. The candidates receiving the highest number of votes, up to the number of
directors to be elected, shall be elected.

          Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The
transactions of any meeting of shareholders, however called and noticed, and
wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum be present either in person or by proxy,
and if, either before or after the meeting, each person entitled to vote, who
was not present in person or by proxy, signs a written waiver of notice or a
consent to holding of the meeting, or an approval of the minutes thereof. The
waiver of notice or consent need not specify either the business to be
transacted or the purpose of any annual or special meeting of shareholders,
except that if action is taken or proposed to be taken for approval of any of
those matters specified in the second paragraph of Section 4 of this Article II,
the waiver of notice or consent shall state the general nature of the proposal.
All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.

          Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters not included in the notice
of the meeting if that objection is expressly made at the meeting.

          Section 10. SHAREHOLDERS ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Any action which may be taken at any annual or special meeting of shareholders
may be taken without a meeting and without prior notice, if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take that action at a meeting at which all shares
entitled to vote on that action were present and voted. In the case of election
of Directors, such a consent shall be effective only if signed by the holders of
all outstanding shares entitled to vote for the election of Directors; provided,
however, that a Director may be elected at any time to fill a vacancy on the
Board of Directors that has not been filled by the Directors, by written consent
of the holders of a majority of the outstanding shares entitled to vote for the
election of Directors. All such consents shall be filed with the Secretary of
the corporation and shall be maintained in the corporate records. Any
shareholder giving a written consent, or

                                      -5-






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<PAGE>


the shareholder's proxy holders, or a transferee of the shares or a personal
representative of the shareholder or their respective proxy holders, may revoke
the consent by a writing received by the Secretary of the corporation before
written consents of the number of shares required to authorize the proposed
action have been filed with the Secretary.

          If the consents of all shareholders entitled to vote have not been
solicited in writing, and if the unanimous written consent of all such
shareholders shall not have been received, the Secretary shall give prompt
notice of the corporate action approved by the shareholders without a meeting.
This notice shall be given in the manner specified in Section 5 of this Article
II. In the case of approval of (i) contracts or transactions in which a Director
has a direct or indirect financial interest, pursuant to Section 310 of the
California General Corporation Law, (ii) indemnification of agents of the
corporation, pursuant to Section 317 of that Law, (iii) a reorganization of the
corporation, pursuant to Section 1201 of that Law, and (iv) a distribution in
dissolution other than in accordance with the rights of outstanding preferred
shares, pursuant to Section 2007 of that Law, the notice shall be given at least
ten (10) days before the consummation of any action authorized by that approval.


          Section 11. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING
CONSENTS. For purposes of determining the shareholders entitled to notice of any
meeting or to vote or entitled to give consent to corporate action without a
meeting, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty (60) days nor less than ten (10) days before the date of
any such meeting nor more than sixty (60) days before any such action without a
meeting, and in this event only shareholders of record on the date so fixed are
entitled to notice and to vote or to give consents, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
the record date, except as otherwise provided in the California General
Corporation Law.

          If the Board of Directors does not so fix a record date:


               (a) The record date for determining shareholders entitled to
     notice of or to vote at a meeting of shareholders shall be at the close of
     business on the business day next preceding the day on which notice is
     given or, if notice is waived, at the close of business on the business day
     next preceding the day on which the meeting is held.

               (b) The record date for determining shareholders entitled to give
     consent to corporate action in writing



                                      -6-






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<PAGE>


     without a meeting, (i) when no prior action by the Board has been taken,
     shall be the day on which the first written consent is given, or (ii) when
     prior action of the Board has been taken, shall be at the close of
     business.on the day on which the Board adopts the resolution relating to
     that action, or the sixtieth (60th) day before the date of such other
     action, whichever is later.

          Section 12. PROXIES. Every person entitled to vote shares has the
right to do so either in person or by one or more agents authorized by a written
proxy signed by the person and filed with the Secretary of the corporation. A
proxy shall be deemed signed if the shareholder's name is placed on the proxy
(whether by manual signature, typewriting, telegraphic transmission, or
otherwise) by the shareholder or the shareholder's attorney-in-fact. A validly
executed proxy which does not state that it is irrevocable e shall continue in
full force and effect unless (i) revoked by the person executing it, before the
vote pursuant to that proxy, by a writing delivered to the corporation stating
that the proxy is revoked, or by a subsequent proxy executed by, or attendance
at the meeting and voting in person by, the person executing the proxy; or (ii)
written notice of the death or incapacity of the maker of that proxy is received
by the corporation before the vote pursuant to that proxy is counted; provided,
however, that no proxy shall be valid after the expiration of eleven (11) months
from the date of the proxy, unless otherwise provided in the proxy. The
revocability of a proxy that states on its face that it is irrevocable shall be
governed by the provisions of Sections 705(e) and 705(f) of the California
General Corporation Law.


          Section 13. INSPECTORS OF ELECTION. Before any meeting of
shareholders, the Board of Directors may appoint any persons other than
nominees for office to act as inspectors of election at the meeting or any
adjournment thereof. If no inspectors of election are so appointed, the
Chairman of the meeting may, and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election at the meeting. The
number of inspectors shall be either one (1) or three (3). If inspectors are
appointed at a meeting on the request of one or more shareholders or proxies,
the holders of a majority of shares or their proxies present at the meeting
shall determine whether one (1) or three (3) inspectors are to be appointed.
If any person appointed as inspector fails to appear or fails or refuses to act,
the Chairman of the meeting may, and upon the request of any shareholder or a
shareholder's proxy shall, appoint a person to fill that vacancy.

          The duties of the inspectors shall be as prescribed by Section 707(b)
of the California General Corporation Law and


                                      -7-






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<PAGE>


shall include: determining the number of shares outstanding and the voting power
of each, the shares represented at the meeting, the existence of a quorum, the
authenticity, validity, and effect of proxies; receiving votes, ballots, or
consents; hearing and determining all challenges and questions in any way
arising in connection with the right to vote; counting and tabulating all votes
or consents; determining when the polls shall close; determining the result; and
doing any other acts that may be proper to conduct the election or vote with
fairness to all shareholders.

          If there are three (3) inspectors of election, the decision" act, or
certificate of a majority is effective in all respects as the decision, act, or
certificate of all.

                                  ARTICLE III

                                   DIRECTORS

          Section 1. POWERS. Subject to the provisions of the California General
Corporation Law and any limitations in the Articles of Incorporation and these
Bylaws relating to action required to be approved by the shareholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
Board of Directors.

          Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized
number of directors shall be three (3) until changed by a duly adopted amendment
to this Bylaw adopted by the vote or written consent of holders of a majority of
the outstanding shares entitled to vote; provided, however, that an amendment
reducing the number of Directors to a number less than five (5) cannot be
adopted if the votes cast against its adoption at a meeting, or the shares not
consenting in the case of action by written consent, are equal to more than
sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to
vote.

          Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall
be elected at each annual meeting of shareholders to hold office until the next
annual meeting. Each Director, including a Director elected to fill a vacancy,
shall hold office until the expiration of the term for which elected and until a
successor has been elected and qualified.

          Section 4. VACANCIES. Vacancies in the Board of Directors may be
filled by a majority of the remaining Directors, though less than a quorum, or
by a sole remaining Director,


                                      -8-






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<PAGE>


except that a vacancy created by the removal of a Director by the vote or
written consent of the shareholders or by court order may be filled only by the
vote of a majority of the shares entitled to vote represented at a duly held
meeting at which a quorum is present, or by the written consent of holders of a
majority of the outstanding shares entitled to vote. Each Director so elected
shall hold office until the next annual meeting of the shareholders and until a
successor has been elected and qualified.

          A vacancy or vacancies in the Board of Directors shall be deemed to
exist in the event of the death, resignation, or removal of any Director, or if
the Board of Directors by resolution declares vacant the office of a Director
who has been declared of unsound mind by an order of court or convicted of a
felony, or if the authorized number of Directors is increased, or if the
shareholders fail, at any meeting of shareholders at which any Director or
Directors are elected, to elect the number of Directors to be voted for at that
meeting.

          The shareholders may elect a Director or Directors at any time to fill
any vacancy or vacancies not filled by the Directors, but any such election by
written consent shall require the consent of a majority of the outstanding
shares entitled to vote.

          Any Director may resign effective on giving written notice to the
Chairman of the Board, the President, the Secretary, or the Board of Directors,
unless the notice specifies a later time for such resignation to become
effective. If the resignation of a Director is effective at a future time, the
Board of Directors may elect a successor to take office when the resignation
becomes effective.

          No reduction of the authorized number of Directors shall have the
effect of removing any Director before that Director's term of office expires.

          Section 5. PLACE OF MEETINGS. Regular or special meetings of the Board
of Directors shall be held at any place within or without the State of
California which has been designated from time to time by resolution of the
Board. In the absence of such a designation, regular or special meetings shall
be held at the principal executive office of the corporation.

          Section 6. MEETINGS BY TELEPHONE. Any meeting, regular or special, may
be held by conference telephone or similar communication equipment, so long as
all Directors participating in the meeting can hear one another, and all such
Directors shall be deemed to be present in person at the meeting.


                                      -9-






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<PAGE>



          Section 7. ANNUAL MEETINGS. Immediately following each annual meeting
of shareholders, the Board of Directors shall hold an annual meeting for the
purpose of organization, any desired election of officers, and the transaction
of other business. Other regular meetings of the Board of Directors may be held
at such time as shall from time to time be fixed by the Board of Directors. Call
and notice of all regular meetings shall not be required.

          Section 8. SPECIAL MEETINGS. Special meetings of the Board of
Directors for any purpose or purposes may be called at any time by the Chairman
of the Board or the President or any Vice President or the Secretary or any two
Directors.

          Notice of the time and place of special meetings shall be delivered
personally or by telephone, telegram, telex, or other similar means of
communication to each Director or sent by first class mail, addressed to each
director at the Director's address as it is shown on the records of the
corporation. In case the notice is mailed, it shall be deposited in the United
States mail at least four (4) days before the time of the holding of the
meeting. In case the notice is delivered personally, or by telephone, telegram,
telex, or other similar means of communication, it shall be given at least
forty-eight (48) hours before the time of the holding of the meeting. Notice by
mail shall be deemed to have been given at the time written notice is deposited
in the United States mail, postage prepaid. Any other written n notice shall be
deemed to have been given at the time it is personally delivered to the
recipient or is delivered to a common carrier for transmission, or actually
transmitted by the person giving notice by electronic means, to the recipient.
Any oral notice given personally or by telephone may be communicated either to
the Director or to a person at the office of the Director who the person giving
the notice has reason to believe will promptly communicate it to the Director.
The notice need not specify the purpose of the meeting nor the place if the
meeting is to be held at the principal executive office of the corporation.

          Section 9. QUORUM. A majority of the authorized number of Directors
shall constitute a quorum for the transaction of business, except to adjourn as
provided in Section 11 of this Article III. Every act or decision done or made
by a majority of the Directors present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Board of Directors, subject to
the provisions of Section 310 of the California General Corporation Law (as to
approval of contracts or transactions in which a Director has a direct or
indirect material financial interest), Section 311 of that Law (as to
appointment of committees), and Section 317(e) of that Law (as to


                                      -10-






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<PAGE>


indemnification of Directors). A meeting at which a quorum is initially present
may continue to transact business notwithstanding the withdrawal of Directors,
if any action taken is approved by at least a majority of the required quorum of
the meeting.

          Section 10. WAIVER OF NOTICE. The transactions of any meeting of the
Board of Directors, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice if a
quorum is present and if, either before or after the meeting, each of the
Directors not present signs a written waiver of notice, a consent to holding the
meeting, or an approval of the minutes thereof. The waiver of notice or consent
need not specify the purpose of the meeting. All such waivers, consents and
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Notice of a meeting shall also be deemed given to any
Director who attends the meeting without protesting, before or at its
commencement, the lack of notice to that Director.

          Section 11. ADJOURNMENT. A majority of the Directors present, whether
or not constituting a quorum, may adjourn any meeting to another time and place.

          Section 12. NOTICE OF ADJOURNMENT. Notice of the time and place of
holding an adjourned meeting need not be given, unless the meeting is adjourned
for more than twenty-four (24) hours, in which case notice of the time and place
shall be given before the time of the adjourned meeting, in the manner specified
in Section 8 of this Article III, to the Directors who were not present at the
time of adjournment.

          Section 13. ACTION WITHOUT MEETING. Any action required or permitted
to be taken by the Board of Directors may be taken without a meeting, if all
members of the Board shall individually or collectively consent in writing to
that action. Such action by written consent shall have the same force and effect
as a unanimous vote of the Board of Directors. Such written consent or consents
shall be filed with the minutes of the proceedings of the Board.

          Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members
of committees may receive such compensation, if any, for their services, and
such reimbursements of expenses, as may be fixed or determined by resolution of
the Board of Directors. This Section 14 shall not be construed to preclude any
Director from serving the corporation in any other capacity as an officer,
agent, employee or otherwise, or from receiving compensation for those services.


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                                   ARTICLE IV

                                   COMMITTEES

           Section 1. COMMITTEES OF DIRECTORS. The Board of Directors may, by
resolution adopted by a majority of the authorized number of Directors,
designate one or more committees, each consisting of two (2) or more Directors,
to serve at the pleasure of the Board. The Board may designate one (1) or more
Directors as alternate members of the committee, who may replace any absent
member at any meeting of the committee. Any committee, to the extent provided
in the resolution of the Board, shall have all the authority to the Board,
except with respect to:

               (a) The approval of any action which, under the California
     General Corporation Law, also requires shareholders' approval or approval
     of the outstanding shares;

               (b) The filling of vacancies on the Board of Directors or in any
     committee;

               (c) The fixing of compensation of the directors for serving on
     the Board or on any committee;

               (d) The amendment or repeal of Bylaws or the adoption of new
     Bylaws;

               (e) The amendment or repeal of any resolution of the Board of
     Directors which by its express terms is not so amendable or repealable;

               (f) A distribution to the shareholders of the corporation, except
     at a rate or in a periodic amount or within a price range determined by the
     Board of Directors; or

               (g) The appointment of any other committees of the Board of
     Directors or the members of these committees.

           Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of
committees shall be governed by, and held and taken in accordance with, the
provisions of Article II of these Bylaws, Sections 1 (place of meetings), 2
(regular meetings), 3 (special meetings), 4 (notice), 6 (quorum), 7 (notice of
adjournment), 9 (waiver of notice), 10 (action without meeting) and 11
(adjournment), with such changes in the context of those Bylaws as are necessary
to substitute the committee and its members for the Board of Directors and its
members, except that the time of regular meetings of committees may be
determined either by resolution of the Board of Directors or by resolution of
the


                                      -12-






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committee; special meetings of committees may also be called by resolution of
the Board of Directors; and notice of special meetings of committees shall also
be given to all alternate members, who shall have the right to attend all
meetings of the committee. The Board of Directors may adopt rules for the
government of any committee which rules are not to be inconsistent with the
provisions of these Bylaws.

                                   ARTICLE V

                                    OFFICERS

           Section 1. OFFICERS. The officers of the corporation shall be a
President, a Secretary, and a Chief Financial Officer. The corporation may also
have, at the discretion of the Board of Directors, a Chairman of the Board, one
or more vice Presidents, one or more Assistant Secretaries, one or more
Assistant Financial Officers, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article V. Any number of
offices may be held by the same person.

           Section 2. ELECTION OF OFFICERS. The officers of the corporation,
except such officers as may be appointed in accordance with the provisions of
Section 3 or Section 5 of this Article V, shall be chosen by the Board of
Directors, and each shall serve at the pleasure of the Board, subject to the
rights, if any, of an officer under any contract of employment.

           Section 3. SUBORDINATE OFFICERS. The Board of Directors may appoint,
and may empower the President to appoint, such other officers as the business of
the corporation may require, each of whom shall hold office for such period,
have such authority and perform such duties as are provided in the Bylaws or as
the Board of Directors may from time to time determine.


           Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the
rights, if any, of an officer under any contract of employment, any officer may
be removed, either with or without cause, by the Board of Directors, at any
regular or special meeting of the Board, or, except in case of an officer chosen
by the Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors.

           Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that


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notice, the acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party.

           Section 5. VACANCIES IN OFFICES. A vacancy in any office because of
death, resignation, removal, disqualification or any other cause shall be filled
in the manner prescribed in these Bylaws for regular appointments to that
office.

           Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such
an officer be elected, shall, if present, preside at meetings of the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by the
Bylaws. if there is no President, the Chairman of the Board shall in addition be
the Chief Executive Officer of the corporation and shall have the powers and
duties prescribed in Section 7 of this Article V.

           Section 7. PRESIDENT. Subject to such supervisory powers if any, as
may be given by the Board of Directors to the Chairman of the Board, if there be
such an officer, the President shall be the Chief Executive Officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction, and control of the business and the officers of
the corporation. He shall preside at all meetings of the shareholders and, in
the absence of the Chairman of the Board, or if there be none, at all meetings
of the Board of Directors. He shall have the general powers and duties as from
time to time may be prescribed by the Board of Directors or the Bylaws.

           Section 8. VICE PRESIDENTS. In the absence or disability of the
President, the Vice Presidents, if any, in order of their rank as fixed by the
Board of Directors, or, if not ranked, a Vice President designated by the Board
of Directors, shall perform all 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. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Directors or the Bylaws and the President, or the Chairman of the
Board.

           Section 9. SECRETARY. The Secretary shall keep, or cause to be kept,
at the principal executive office or such other place as the Board of Directors
may direct, a book of minutes of all meetings and actions of Directors,
committees of Directors, and shareholders, with the time and place of holding,
whether


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<PAGE>



regular or special, and, if special, how authorized, the notice given, the names
of those present at Directors' meetings or committee meetings, the number of
shares present or represented at shareholders' meetings, and the proceedings.

           The Secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent or
registrar, as determined by resolution of the Board of Directors, a share
register, or a duplicate share register, showing the names of all shareholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.

           The Secretary shall give, or cause to be given, notice of all
meetings of the shareholders and of the Board of Directors required by the
Bylaws or by law to be given, and he shall keep the seal of the corporation, if
one be adopted, in safe custody, and shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or by the
Bylaws.


           Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer
shall keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of accounts of the properties and business
transactions of the corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, retained earnings, and shares.
The books of account shall at all reasonable times be open to inspection by any
Director.

           The Chief Financial Officer shall deposit all monies and other
valuables in the name and to the credit of the corporation with such
depositaries as may be designated by the Board of Directors. He shall disburse
the funds of the corporation as may be ordered by the Board of Directors, shall
render to the President and Directors, whenever they request it, an account of
all of his transactions as Chief Financial officer and of the financial
condition of the corporation, and shall have other powers and perform such other
duties as may be prescribed by the Board of Directors or the Bylaws.

                                   ARTICLE VI

                    INDEMNIFICATION OF DIRECTORS, OFFICERS,
                           EMPLOYEES AND OTHER AGENTS

           Section 1. INDEMNIFICATION. This corporation shall have the power to
indemnify and hold harmless each "agent" of the


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corporation, as the term "agent" is defined in Section 317(a) of the California
General Corporation Law, from and against any expenses, judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any "proceeding" (as defined in said Section 317(a)) to the fullest extent
permitted by applicable law. The corporation may advance to its agents expenses
incurred in defending any proceeding prior to the final disposition thereof to
the fullest extent and in the manner permitted by applicable law.

           Section 2. INSURANCE. The corporation shall have the power to
purchase and maintain insurance on behalf of any agent of the corporation
against any liability asserted against or incurred by the agent in such capacity
or arising out of the agent's status as such whether or not the corporation
would have the power to indemnify the agent against such liability.

                                  ARTICLE VII

                               RECORDS AND REPORTS

           Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The
corporation shall keep at its principal executive office, or at the office of
its transfer agent or registrar, if either be appointed and as determined by
resolution of the Board of Directors, a record of its shareholders, giving the
names and addresses of all shareholders and the number and class of shares held
by each shareholder.

           A shareholder or shareholders of the corporation holding at least
five percent (5%) in the aggregate of the outstanding voting shares of the
corporation may (i) inspect and copy the records of shareholders' names and
addresses and shareholdings during usual business hours on five (5) days prior
written demand on the corporation, and (ii) obtain from the transfer agent of
the corporation, on written demand and on the tender of such transfer agent's
usual charges for such list, a list of the shareholders' names and addresses,
who are entitled to vote for the election of Directors, and their shareholdings,
as of the most recent record date for which that list has been compiled or as of
a date specified by the shareholder after the date of demand. This list shall be
made available to any such shareholder by the transfer agent on or before the
later of five (5) days after the demand is received or the date specified in the
demand as the date as of which the list is to be compiled. The record of
shareholders shall also be open to inspection on the written demand of any
shareholder or holder of a voting trust certificate, at any time during usual
business hours, for a

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<PAGE>


purpose reasonably related to the holder's interests as a shareholder or as the
holder of a voting trust certificate. Any inspection and copying under this
Section 1 may be made in person or by an agent or attorney of the shareholder or
holder of a voting trust certificate making the demand.

           Section 2. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation
shall keep at its principal executive office, or if its principal executive
office is not in the State of California, at its principal business office in
this state, the original or a copy of the Bylaws as amended to date, which shall
be open to inspection by the shareholders at all reasonable times during office
hours. If the principal executive office of the corporation is outside the State
of California and the corporation has no principal business office in this
state, the Secretary shall, upon the written request of any shareholder, furnish
to that shareholder a copy of the Bylaws as amended to date.

           Section 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. The
accounting books and records and minutes of proceedings of the shareholders and
the Board of Directors and any committee or committees of the Board of Directors
shall be kept at such place or places designated by the Board of Directors, or,
in the absence of such designation, at the principal executive office of the
corporation. The minutes shall be kept either in written form or in any other
form capable of being converted into written form. The minutes and accounting
books and records shall be open to inspection upon the written demand of any
shareholder or holder of a voting trust certificate, at any reasonable time
during usual business hours, for a purpose reasonably related to the holder's
interests as a shareholder or as the holder of a voting trust certificate. The
inspection may be made in person or by an agent or attorney, and shall include
the right to copy and make extracts. These rights of inspection shall extend to
the records of each subsidiary corporation of the corporation.

           Section 4. INSPECTION BY DIRECTORS. Every director shall have the
absolute right at any reasonable time to inspect all books, records, and
documents of every kind and the physical properties of the corporation and each
of its subsidiary corporations. This inspection by a Director may be made in
person or by an agent or attorney, and the right of inspection includes the
right to copy and make extracts of documents.

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           Section 5. ANNUAL REPORT TO SHAREHOLDERS. The annual report to
shareholders referred to in Section 1501 of the California General Corporation
Law is expressly dispensed with, but nothing herein shall be interpreted as
prohibiting the Board of Directors from issuing annual or other periodic reports
to the shareholders of the corporation as they consider appropriate.

           Section 6. FINANCIAL STATEMENTS. A copy of any annual financial
statement and any income statement of the corporation for each quarterly period
of each fiscal year, and any accompanying balance sheet of the corporation as of
the end of each such period, that has been prepared by the corporation shall be
kept on file in the principal executive office of the corporation for twelve
(12) months and each such statement shall be exhibited at all reasonable times
to any shareholder demanding an examination of any such statement, or a copy
shall be mailed to any such shareholder.

           If a shareholder or shareholders holding at least five percent (5%)
of the outstanding shares of any class of stock of the corporation makes a
written request to the corporation for an income statement of the corporation
for the three-month, six-month or nine-month period of the then current fiscal
year ended more than thirty (30) days before the date of the request, and a
balance sheet of the corporation as of the end of that period, the Chief
Financial Officer shall cause that statement to be prepared, if not already
prepared, and shall deliver personally or mail that statement or statements to
the person making the request within thirty (30) days after the receipt of the
request. If the corporation has not sent to the shareholders its annual report
for the last fiscal year, this report shall likewise be delivered or mailed to
the shareholder or shareholders within thirty (30) days after the request.

           The corporation shall also, on the written request of any
shareholder, mail to the shareholder a copy of the last annual, semi-annual, or
quarterly income statement which it has prepared, and a balance sheet as of the
end of that period.

           The quarterly income statements and balance sheets referred to in
this section shall be accompanied by the report, if any, of any independent
accountants engaged by the corporation or the certificate of an authorized
officer of the corporation that the financial statements were prepared without
audit from the books and records of the corporation.

           Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION. The corporation
shall, during the applicable filing period, as defined in Section 1502(c) of the
California General Corporation Law, file with the Secretary of State of the
State of California,


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on the prescribed form, a statement setting forth the authorized number of
Directors, the names and complete business or residence addresses of all
incumbent Directors, the names and complete business or residence addresses of
the Chief Executive Officer, Secretary, and Chief Financial Officer, the street
address of its principal executive office or principal business office in this
state, and the general type of business constituting the principal business
activity of the corporation, together with a designation of the agent of the
corporation for the purpose of service of process, all in compliance with
Section 1502 of the California General Corporation Law.

                                  ARTICLE VIII

                           GENERAL CORPORATE MATTERS

           Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For
purposes of determining the shareholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action (other than action by
shareholders by written consent without a meeting), the Board of Directors may
fix, in advance, a record date, which shall not be more than sixty (60) days
before any such action, and in that case only shareholders of record on the date
so fixed are entitled to receive the dividend, distribution, or allotment of
rights or to exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date so
fixed, except as otherwise provided in the California General Corporation Law.

           If the Board of Directors does not so fix a record date, the record
date for determining shareholders for any such purpose shall be at the close of
business on the day on which the Board adopts the applicable resolution or the
sixtieth (60th) day before the date of that action, whichever is later.

           Section 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks,
drafts, or other orders for payment of money, notes, or other evidences of
indebtedness, issued in the name of or payable to the corporation, shall be
signed or endorsed by such person or persons and in such manner as, from time to
time, shall be determined by resolution of the Board of Directors.

           Section 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The
Board of Directors, except as otherwise provided in these Bylaws, may authorize
any officer or officers, agent or agents, to enter into any contract or execute
any instrument in

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the name of and on behalf of the corporation, and this authority may be general
or confined to specific instances; and, unless so authorized or ratified by the
Board of Directors or within the agency power of an officer, no officer, agent,
or employee shall have any power or authority to bind the corporation by any
contract or engagement or to pledge its credit or to render it liable for any
purpose or for any amount.

           Section 4. CERTIFICATES FOR SHARES. A certificate or certificates for
shares of the capital stock of the corporation shall be issued to each
shareholder when any of these shares are fully paid, and the Board of Directors
may authorize the issuance of certificates or shares as partly paid, provided
that these certificates shall state the amount of the consideration to be paid
for them and the amount paid. All certificates shall be signed in the name of
the corporation by the Chairman of the Board or Vice Chairman of the Board or
the President or Vice President and by the Chief Financial Officer or an
Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the
number of shares and the class or series of shares owned by the shareholder. Any
or all of the signatures on the certificate may be facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed on a certificate shall have ceased to be that officer,
transfer agent or registrar before that certificate is issued, it may be issued
by the corporation with the same effect as if that person were an officer,
transfer agent, or registrar at the date of issue.

           Section 5. LOST CERTIFICATES. Except as provided in this Section 5,
no new certificates for shares shall be issued to replace an old certificate
unless the latter is surrendered to the corporation and cancelled at the same
time. The Board of Directors may, in case any share certificate or certificate
for any other security is lost, stolen or destroyed, authorize the issuance of a
replacement certificate on such terms and conditions as the Board may require,
including provision for indemnification of the corporation secured by a bond or
other adequate security sufficient to protect the corporation against any claim
that may be made against it, including any expense or liability, on account of
the alleged loss, theft, or destruction of the certificate or the issuance of
the replacement certificate.

           Section 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The
Chairman of the Board, the President, or any vice President, or any other person
authorized by resolution of the Board of Directors or by any of the foregoing
designated officers, is authorized to vote on behalf of the corporation any and
all shares of any other corporation or corporations, foreign or domestic,
standing in the name of the corporation. The


                                      -20-






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authority granted to these officers to vote or represent on behalf of the
corporation any and all shares held by the corporation in any other corporation
or corporations may be exercised by any of these officers in person or by any
person authorized to do so by a proxy duly executed by these officers.

           Section 7. CONSTRUCTION AND DEFINITIONS. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions in the
California General Corporation Law shall govern the construction of these
Bylaws. Without limiting the generality of this provision, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.

                                   ARTICLE IX

                                   AMENDMENTS

           Section 1. AMENDMENT BY SHAREHOLDERS. New Bylaws may be adopted or
these Bylaws may be amended or repealed by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote; provided,
however, that if the Articles of Incorporation of the corporation set forth the
number of authorized Directors of the corporation, the authorized number of
Directors may be changed only by an amendment of the Articles of Incorporation.

           Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the
shareholders as provided in Section 1 of this Article IX, Bylaws, other than a
Bylaw or an amendment of a Bylaw changing the authorized number of directors,
may be adopted, amended, or repealed by the Board of Directors.


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                            CERTIFICATE OF SECRETARY

           I HEREBY CERTIFY that I am a duly elected, qualified and acting
Secretary of Groux Distribution, Inc., and that the above and foregoing Bylaws
were adopted as the Bylaws of said corporation on the 22nd day of January, 1990,
by the Incorporator of this corporation and were ratified by the directors of
the corporation by unanimous written consent dated January 22, 1990.

           IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
January, 1990.



                                                /s/ William G. Groux
                                                --------------------------------
                                                William G. Groux



<PAGE>

<PAGE>





                           CERTIFICATE OF AMENDMENT OF

                                    BYLAWS OF

                       PACIFIC SNAPPLE DISTRIBUTIONS, INC.

                  I, William G. Groux, do hereby certify that:

                  1. I am the duly elected and acting Secretary of Groux
Distribution, Inc. (the "Corporation").

                  2. By Written Consent of the Shareholders of the Corporation
dated as of October 11, 1991, the following resolution was adopted:

                  RESOLVED, that Section 2 of Article III of the Bylaws of the
                  Corporation be amended to read in full as follows:

                  "Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The
                  authorized number of Directors of the corporation shall be
                  four (4) until changed by a duly adopted amendment to this
                  Bylaw adopted by the vote or written consent of holders of a
                  majority of the outstanding shares entitled to vote; provided,
                  however, that an amendment reducing the authorized number of
                  directors to a number less than five (5) shall not be adopted
                  if the votes cast against its adoption at a meeting, or the
                  shares not consenting in the case of action by written
                  consent, are equal to more than sixteen and two-thirds percent
                  (16-2/3%) of the outstanding shares entitled to vote."

                  IN WITNESS WHEREOF, I have hereunder set my hand this 11th day
of October, 1991.

                                                    /s/ William S. Groux
                                                    ---------------------------
                                                    William G. Groux, Secretary









<PAGE>





