
<PAGE>


                          OLD FRANCISCO SELTZER, INC.

                                     BYLAWS
                                       OF
                         Great Eastern Acquisition, Inc.

ARTICLE I - Principal Office and Corporate Seal

        Section 1. Principal Office. The principal office and place of business
of the corporation in the State of Colorado shall be at 600 17th Street, Suite
2705-S, Denver, CO, 80202, or at such other location as the board of directors
(the "Board") may from time to time determine. Other offices and places of
business may be established from time to time by resolution of the Board.


        Section 2. Corporate Seal. The seal of the corporation shall be
inscribed with the name of the corporation, the year of its incorporation, and
the words "Colorado" and "Seal" and shall be in a form approved by the Board,
which may alter the same in its discretion.

ARTICLE II - Shares and Share Transfer 

        Section 1. Form of Certificate Representing Shares. The shares of the
corporation shall be represented by certificates signed by the chairman or
vice-chairman of the Board or by the president or a vice-president and by the
secretary or an assistant secretary or the treasurer or assistant treasurer of
the corporation, and may be sealed with the seal of the corporation or a
facsimile of such seal. The signature of either or both of the executing persons
upon a certificate may be a facsimile if the certificate is countersigned by a
transfer agent, or registered by a registrar, other than the corporation itself
or an employee of the corporation. If any person named above who has signed a
certificate or whose facsimile has been placed upon a certificate has ceased to
hold such capacity before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were such officer at the date
of its issue.

        Section 2. Issuance of New Certificates. No new certificates evidencing
shares shall be issued unless and until the old certificate or certificates in
lieu of which the new certificate is issued shall be surrendered for
cancellation, except as provided in Section 3 of this Article II.


        Section 3. Loss or Destruction of Certificate. If any certificate for
shares is lost or destroyed, another certificate may be issued in its place upon
satisfactory proof of such loss

                                      -1-






 <PAGE>


<PAGE>



or destruction and, at the discretion of the corporation, upon giving to the
corporation a satisfactory bond of indemnity issued by a corporate surety in an
amount and for a period satisfactory to the Board.

        Section 4. Closing of Stock Transfer Books; Fixing of Record Date. In
order to determine shareholders entitled to notice of or to vote at any meeting
of shareholders, or any adjournment thereof, or entitled to receive payment of
any dividend or distribution, or in order to make a determination of
shareholders for any other purpose, the Board may provide that the stock
transfer books shall be closed for a stated period not to exceed 50 days. If
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least 10 days immediately preceding such meeting.
Instead of closing the stock transfer books, the Board may fix in advance a date
as the record date for any such determination of shareholders, such date to be
not more than 50 days and, in the case of a meeting of shareholders, not less
than 10 days prior to the date of such meeting or on which the particular action
requiring such determination of shareholders is to be taken. If the Board does
not order the stock transfer books closed, or fix in advance a record date, as
above provided, then the record date for the determination of shareholders
entitled to notice of or to vote at any meeting of shareholders or entitled to
receive payment of any dividend or distribution or in order to make a
determination of shareholders for any other proper purpose shall be the date on
which notice of the meeting is mailed or the date on which the resolution of the
Board declaring the dividend or authorizing the distribution is adopted, or 30
days prior to the date on which any other action requiring such determination of
shareholders is to be taken, as the case may be.

ARTICLE III - Shareholders and Shareholder Meetings 

        Section 1. Registered Shareholders. Only shareholders of record on the
books of the corporation shall be entitled to be treated by the corporation as
holders in fact of the shares standing in their respective names, and the
corporation shall not be bound to recognize any equitable or other claim to, or
interest in, any shares on the part of any other person, firm, or corporation,
whether or not it shall have express or other notice thereof, except as
expressly provided by the laws of Colorado.


        Section 2. Place of Meetings. Meetings of shareholders shall be held at
the principal office of the corporation or at such other place as may be
designated in the notice of meeting.

        Section 3. Annual Meetings. The annual meeting of shareholders of the
corporation for the election of directors, and for the transaction of such other
business as may properly come before the meeting, shall be held on the first
Monday in August



                                      -2-






 <PAGE>


<PAGE>



or on such other date as the Board of Directors shall determine each year, if
that day is not a legal holiday, or on such other day as the Board may provide.
If that day is a legal holiday, then the annual meeting shall be held on the
next succeeding business day. If a quorum is not present, the meeting may be
adjourned from time to time, but no single adjournment shall exceed 60 days.


        Section 4. Special Meetings. Special meetings of shareholders may be
called by the chairman of the Board or the president (or in such person's
absence by the vice-chairman or a vice-president), the Board, or the holders
of not less than one-tenth of all shares entitled to vote on the subject
matter for which the meeting is called. 

        Section 5. Notice of Meetings. Written notice of a shareholders' meeting
shall be given not less than 10 days nor more than 50 days before the date of
the meeting. Such notice shall state the place, day, and hour of the meeting and
in the case of a special meeting of shareholders (or any other meeting of
shareholders as to which the purpose is required by law to be disclosed) the
purpose or purposes for which the meeting is called. Such notice shall be given,
either by personal delivery, by mail, or by other method capable of transmission
of plain language document copy, by or at the direction of the person calling
the meeting, to each shareholder entitled by law to such notice, except that:

           (a) if the authorized shares of the corporation are to be increased,
at least 30 days' notice shall be given; and

           (b) if a sale, lease, exchange, or other disposition of all or
substantially all of the property and assets of the corporation not in the
regular course of its business is to be considered, at least 20 days' notice
shall be given.

        Section 6. Delivery of Notice; Deficiency in Notice. Any written notice
required to be given by law, the Articles of Incorporation, or these bylaws, if
mailed, shall be deemed given when deposited in the United States mail, with
first class postage prepaid, addressed to the shareholder at his address as it
appears on the stock transfer books of the corporation. However, if three
successive such notices mailed to the last known address of any shareholder of
record are returned as undeliverable, no further notices to such shareholder
shall be required, until another address for such shareholder is made known to
the corporation. Failure to give or obtain a waiver of any required notice shall
not cause the meeting to be invalid or foregone, but it shall be adjourned by
the shareholders present for a period not to exceed 60 days until any deficiency
in notice or waiver shall be corrected.

                                      -3-





 <PAGE>


<PAGE>



        Section 7. Record of Shareholders Entitled to Vote. At least 10 days
before each meeting of shareholders, the officer or agent having charge of the
stock transfer books for shares of the corporation shall make a complete record
of the shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. This record shall be kept on file for a period of 10 days prior to
such meeting at the principal office of the corporation, whether within or
outside Colorado, and shall be subject to inspection by any shareholder for any
purpose germane to the meeting at any time during usual business hours. Such
record shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder for any purpose
germane to the meeting during the whole time of the meeting. The original stock
transfer books shall be prima facie evidence as to which shareholders are
entitled to examine such record or transfer books or to vote at any meeting of
shareholders. 

        Section 8. Quorum. A quorum at any meeting of shareholders shall consist
of a majority of the shares of the corporation entitled to vote at such meeting,
represented in person or by proxy. If a quorum is present, the affirmative vote
of a majority of the shares represented at the meeting and entitled to vote on
the subject matter shall be the act of the shareholders, unless the vote of a
greater proportion or number or voting by classes is required by law or the
Articles of Incorporation. If a quorum is present at any meeting of
shareholders and any class is entitled to vote as a class on a particular
matter, a majority of the shares of that class, represented in person or by
proxy, shall constitute a quorum for purposes of voting on that matter.

        Section 9. Voting. A shareholder may vote either in person or by proxy
executed in writing by the shareholder or by such person's duly authorized
attorney-in-fact. No proxy shall be valid after 11 months from the date of its
execution, unless otherwise provided in the proxy.

ARTICLE IV - Directors, Powers, and Meetings 

        Section 1. Qualifications; Tenure. The business and affairs of the
corporation shall be managed by a board of one to seven directors. Each director
shall be at least 18 years of age, but need not be a shareholder of the
corporation or a resident of the State of Colorado. Directors shall be elected
at the annual meeting of shareholders or some adjournment thereof. Unless a
director has resigned, died, or become disabled or incapacitated, each director
shall hold office until the next succeeding annual meeting of shareholders and
until his or her successor has been elected and qualified; however, no provision
of this section shall be restrictive upon the right of the Board


                                      -4-






 <PAGE>


<PAGE>



to fill vacancies or upon the right of shareholders to remove to directors or
fill vacancies as is provided elsewhere in this Article IV.


        Section 2. Annual Meetings. The annual meeting of the Board shall be
held at the same place as, and immediately after, the annual meeting of
shareholders, and no notice shall be required. The annual meeting of the Board
shall be for the purpose of electing officers and the transaction of such other
business as may come before the meeting.


        Section 3. Special Meetings. Special meetings of the Board or any
committee designated by the Board may be called at any time by the chairman of
the Board or the president (or in such person's absence by the vice-chairman of
the Board or a vice-president) or by any director, and may be held within or
outside the State of Colorado, at such time and place as the notice or waiver
thereof may specify. Notice of such meeting shall be given (1) by mail or
telegraph to the last-known address of each director at least five days before
the date fixed for the meeting, or (2) in person or by telephone, radio, or
other method capable of instantaneous transmission of voice communications or
plain language document copy at least 48 hours before the time fixed for the
meeting. Special meetings of the Board or any committee designated by the Board
may be held without notice at any time that all directors are present in person,
and presence of any director or member of such committee at a meeting
constitutes waiver of notice of such meeting except as otherwise provided by
law. Unless specifically required by these bylaws, neither the business to be
transacted at, nor the purpose of, any meeting of the Board or any committee
designated by the Board need be specified in the notice or waiver of notice of
such meeting.

        Section 4. Meetings by Telephone. The Board or any committee designated
by the Board may participate in a meeting by means of conference telephone or
similar communications equipment by which all persons participating in the
meeting can hear each other at the same time. Such participation shall
constitute presence in person at the meeting.


        Section 5. Quorum. A quorum at all meetings of the Board or any
committee designated by the Board shall consist of a majority of the number of
directors or members of such committee, but a smaller number may adjourn from
time to time without further notice until a quorum is secured. The act of a
majority of the directors or committee members present at a meeting at which a
quorum is present shall be the act of the Board or committee, unless the act of
a greater number is required by law, the Articles of Incorporation, or these
bylaws.

        Section 6. Vacancies. Any vacancy occurring in the Board shall be filled
by the affirmative vote of a majority of


                                      -5-




 <PAGE>


<PAGE>



the remaining directors though less than a quorum of the Board. In the event the
entire Board is vacated, a new Board shall be filled by an election at the
shareholders annual meeting, or at a special meeting of shareholders called for
that purpose. A director elected to fill a vacancy shall be elected for the
unexpired term of such person's predecessor in office and shall hold such office
until such person's successor is duly elected and qualified. 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 shareholders' 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 such person's successor has
been elected and qualified.

        Section 7. Compensation. Directors may receive such fees as may be
established by appropriate resolution of the Board for attendance at meetings of
the Board and at meetings of any committee designated by the Board and, in
addition, may receive reasonable traveling expense, if any is required, for
attendance at such meetings.

        Section 8. Committees. The Board may designate from among its members,
by resolution adopted by a majority of the number of directors then fixed by
these bylaws, an executive committee and one or more other committees each of
which shall have and may exercise such authority in the management of the
corporation as provided in such resolution; provided, however, that such
authority shall be no greater than is permitted such a committee by the Colorado
Corporation Code.

        Section 9. Removal. The shareholders may, at a meeting called for the
express purpose of removing directors, by a majority vote of the shares entitled
to vote at an election of directors, and in the manner of voting prescribed in
the Articles of Incorporation, remove the entire Board, or any lesser number,
with or without cause.

ARTICLE V - Officers 

        Section 1. Elective Officers; Tenure. The elective officers of the
corporation shall be a president, a secretary, and a treasurer who shall be
elected by the Board. Unless removed in accordance with procedures established
by law and these bylaws or unless an officer shall have resigned, died, or
become disabled or incapacitated, officers shall serve until the next succeeding
annual meeting of the Board and until their respective successors are elected
and qualified. Any two or more offices may be held by the same person at the
same time, except that one person may not simultaneously hold the offices of
president and secretary.

                                      -6-





 <PAGE>


<PAGE>



        Section 2. Additional Officers. The Board may elect or appoint a general
manager, one or more vice-presidents, assistant secretaries, and assistant
treasurers as it may deem advisable, who shall hold office at the discretion of
the Board, and shall be paid such compensation as may be directed by the Board.

        Section 3. Powers and Duties. The officers of the corporation shall
exercise and perform the respective powers, duties, and functions as are stated
below, and as may be assigned to them by the Board.

               (a) The president shall be the chief executive officer of the
corporation and shall, subject to the control of the Board, have general
supervision, direction, and control of the business and officers of the
corporation. The president or a vice-president, unless some other person is
specifically authorized by the Board or by these bylaws, shall sign all stock
certificates and all bonds, deeds, mortgages leases, and contracts of the
corporation. The president shall perform all the duties commonly incident to
such office and such other duties as the Board shall designate. 

               (b) In the absence or disability of the president, the
vice-president or vice-presidents, if any, in order of their rank as fixed by
the Board, and if not ranked, the vice-presidents in the order designated by the
Board, 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 on, the
president. Each vice-president shall have other powers and perform such other
duties as may from time to time be assigned to such person by the president.


               (c) The secretary shall keep accurate minutes of all meetings of
the shareholders and the Board. Such person shall keep, or cause to be kept, a
register of the shareholders of the corporation and shall be responsible for the
giving of notice of meetings of the shareholders or of the Board. The secretary
shall be custodian of the records and of the seal of the corporation and shall
attest the affixing of the seal of the corporation when so authorized. The
secretary shall perform all duties commonly incident to such office and such
other duties as may from time to time be assigned to such person by the
president.

               (d) An assistant secretary may, at the request of the secretary,
or in the absence or disability of the secretary, perform all of the duties of
the secretary. Such person shall perform such other duties as may be assigned to
such person by the president or by the secretary.

               (e) The treasurer, subject to the order of the Board, shall
have the care and custody of the money, funds, valuable papers, and documents
of the corporation. Such person


                                      -7-





 <PAGE>


<PAGE>


shall keep accurate books of accounts of the corporation's transactions, which
shall be the property of the corporation, and shall render financial reports and
statements of condition of the corporation when so requested by the Board or
president. The treasurer shall perform all duties commonly incident to such
office and such other duties as may from time to time be assigned to such person
by the president. 


               (f) An assistant treasurer may, at the request of the treasurer,
or in the absence or disability of the treasurer, perform all of the duties of
the treasurer. Such person shall perform such other duties as may be assigned to
such person by the president or the treasurer.

        Section 4. Qualifications. All officers of the corporation shall be
natural persons of the age of 18 years or more.


        Section 5. Compensation. All officers of the corporation may receive
salaries or other compensation if so ordered and fixed by the Board. The Board
shall have authority to fix salaries in advance for stated periods or render the
same retroactive as the Board may deem advisable.


        Section 6. Absence or Inability to Act; Vacancies. In the event of
absence or inability of any officer to act, the Board may delegate the powers or
duties of such officer to any other officer, director, or person whom it may
select. Any vacancy occurring in the elective offices of the corporation may be
filled by vote of the Board. An officer elected to fill a vacancy shall be
elected for the unexpired term of such person's predecessor in office and
shall hold office until such person's successor is duly elected and qualified.

        Section 7. Removal. Any officer or agent may be removed by the Board
whenever in its judgment the best interest of the corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an officer or agent
shall not, of itself, create contract rights.

ARTICLE VI - Finance 

        Section 1. Bank Deposits; Notes; Commercial Paper. The moneys of the
corporation shall be deposited in the name of the corporation in such bank or
banks or trust company or trust companies as the Board shall designate, and may
be drawn out only on checks signed in the name of the corporation by such person
or persons as the Board, by appropriate resolution, may direct. Notes and
commercial paper, when authorized by the Board, shall be signed in the name of
the corporation by such person or persons as shall be so authorized from time to
time. 

                                      -8-





 <PAGE>


<PAGE>



        Section 2. Fiscal Year. The fiscal year of the corporation shall be
determined by resolution of the Board.


ARTICLE VII - Waiver of Notice

        Any shareholder, officer, or director may waive, in writing, any notice
required to be given by law or these bylaws, whether before or after the time
stated in such notice.

ARTICLE VIII - Action Without a Meeting

        Any action required or permitted by law, the Articles of Incorporation,
or these bylaws to be taken at a meeting of the Board, any committee designated
by the Board, or the shareholders of the corporation may be taken without a
meeting if a consent in writing, setting forth the action so taken, is signed by
all of the directors, other committee members, or shareholders entitled to vote
with respect to the subject matter of such meeting.

ARTICLE IX - Indemnification 

        Section 1. Indemnification. It is a policy of this corporation to
provide indemnification, either directly or indirectly through insurance
policies or otherwise, for individuals who serve from time to time, following
the adoption of this policy, as its directors, officers, agents or employees, or
at its request as directors, officers, partners, trustees, employees or agents
of any other corporation or of any partnership, joint venture, trust, other
enterprise or employee benefit plan, against liabilities and expenses they incur
in connection with holding such positions, in each case to the fullest extent
permitted by law. Whenever such an individual seeks indemnification by this
corporation against any liability or expenses incurred in any threatened,
pending or completed proceeding in which the individual is a party because he or
she is or was a director, officer, agent or employee, this corporation shall
proceed diligently and in good faith to make a determination, in a manner
permitted by Colorado law, whether indemnification is permissible in the
circumstances. If indemnification is determined to be permissible, this
corporation shall indemnify the individual to the fullest extent permissible,
provided that any indemnification for expenses shall be limited to the amount
found to be reasonable by an evaluation conducted in a manner permitted by
Colorado law. This section shall not be interpreted to limit in any manner any
indemnification this corporation may be required to pay pursuant to Colorado
law, or pursuant to any written contract between this corporation and any said
individual.


                                      -9-





 <PAGE>


<PAGE>



ARTICLE X - Voting of Stocks Owned by the Corporation 

        In the absence of a resolution of the Board to the contrary, the
president of this corporation or any vice-president acting within the scope of
his or her authority as provided by Section 3 of Article V of these bylaws, are
authorized and empowered on behalf of the corporation to attend, vote, grant
discretionary proxies to be used at any meeting of shareholders or stockholders
of any corporation in which this corporation holds or owns shares of stock, and
in that connection, on behalf of this corporation, to execute a waiver of notice
of any such meeting. The Board shall have authority to designate any officer of
person as a proxy or attorney-in-fact to vote shares of stock in any other
corporation in which this corporation may own or hold shares of stock.

ARTICLE XI - Amendments 

        These bylaws may be altered, amended, or repealed at the annual meeting
of the Board or at any special meeting of the Board, subject to repeal or change
by action of the shareholders.

        The above bylaws were approved and adopted by the Board on June 20,
1989.
                                    /s/ [SIGNATURE ILLEGIBLE]
                                    ----------------------------
                                    Secretary

                                    /s/ Samuel M. Simpson
                                    ---------------------------
                                    Samuel M. Simpson, Director


                                      -10-

<PAGE>




