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                      CERTIFICATE OF DESIGNATION, PREFERENCES,
                             RIGHTS AND LIMITATIONS OF
                     SERIES C PREFERRED STOCK, $1.00 PAR VALUE,
                                         OF
                          GREAT PINES WATER COMPANY, INC.


     Pursuant to Section 2.13 of the Texas Business Corporation Act, Robert A.
Hammond, Jr., President and Robert A. Hammond, Sr., Secretary, of Great Pines
Water Company, Inc., a Texas corporation ("Corporation"),

     DO HEREBY CERTIFY that pursuant to the authority conferred upon the Board
of Directors by the Articles of Incorporation of the Corporation, as amended,
and pursuant to Section 2.13 of the Texas Business Corporation Act, said Board
of Directors, by unanimous written consent dated December 1, 1997, duly adopted
resolutions providing for the issuance of a series of 21,000 shares of Series C
Preferred Stock, par value $1.00, which resolutions are and read as follows:

     "RESOLVED, that, pursuant to the authority expressly granted and vested in
the Board of Directors of Great Pines Water Company, Inc. (the "Corporation") by
the provisions of the Articles of Incorporation of the Corporation, as amended,
this Board of Directors by this resolution (hereinafter this "Designation")
hereby creates out of the Preferred Stock, par value $1.00 per share, of the
Corporation (the "Preferred Stock") a series of the Preferred Stock to consist
of 21,000 shares, and to be designated as "Series C Preferred Stock"
(hereinafter "Series C Preferred Stock"), and this Board of Directors hereby
fixes the designations, powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, of the shares of such series as follows:

                              SERIES C PREFERRED STOCK

     The relative preferences, powers, rights, qualifications, limitations and
restrictions in respect of the Series C Preferred Stock are as follows:

          (a)  VOTING RIGHTS.  Except as otherwise provided in this Designation
     or as required by law, the holders of Series C Preferred Stock shall have
     no voting rights, including, without limitation, any class voting rights.

          (b)  DIVIDEND RIGHTS.  Holders of shares of Series C Preferred Stock
     will receive an annual dividend payable monthly in arrears commencing the
     month after the date of issuance of $12.00 per month.  Dividends will be
     cumulative, will accumulate from the date of original issuance and will be
     payable to holders of record of the Series C Preferred Stock as they appear
     on the books of the Corporation on such respective dates, not exceeding 60
     days preceding such dividend payment date, as may be fixed by the Board of
     Directors of the Corporation in advance of the payment of each particular
     dividend.

     The Series C Preferred Stock will rank prior to the Corporation's Common
     Stock, par value $.01 per share ("Common Stock"), as to dividends.  For
     purposes of the payment of dividends, the Series C Preferred Stock will
     rank pari passu with the Series B Preferred Stock and the Series A
     Preferred Stock.  Before any dividends (other than dividends payable in
     Common Stock) on any class or series of capital stock of the Corporation
     ranking junior to the Series C Preferred Stock as to dividends or upon
     liquidation shall be declared or paid or set apart for payment, the holders
     of shares of Series C Preferred Stock shall be entitled to receive
     cumulative cash dividends at the annual rate specified above. No dividends
     shall be declared on any class or series of capital stock ranking on a
     parity with the Series C Preferred Stock as to dividends in respect of any
     dividend period unless there shall likewise be or have been declared on the
     Series C Preferred Stock like dividends for all monthly periods coinciding
     with or ending before such monthly period ratably in proportion to the
     respective annual dividend rates fixes therefor.  If the Corporation is in
     default with respect to any dividends payable on, or any obligations to
     retire shares of, the Series C Preferred Stock, the Corporation may not
     declare or pay or set apart for payment any dividends or make any
     distribution in cash or other property on, or redeem, purchase or otherwise
     acquire, any other class or series of stock ranking junior to the Series C
     Preferred Stock either as to dividends or upon liquidation.  Accruals of
     dividends will not bear interest.

          (c)  LIQUIDATION RIGHTS.  In the event of any liquidation, dissolution
     or winding-up of the Corporation, whether voluntary or involuntary, before
     any payment or distribution of the assets of the

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     Corporation, or proceeds thereof (whether capital or surplus), shall be
     made to or set apart for the holders of any class or series of stock of
     the Corporation ranking junior to the Series C Preferred Stock (including
     Common Stock) upon liquidation, the holders of the Series C Preferred Stock
     shall be entitled to receive $100 per share, plus an amount equal to all
     dividends (whether or not declared) accrued and unpaid as of the date of
     final distribution, but such holders shall not be entitled to any further
     payment.  For purposes of liquidation rights, the Series C Preferred Stock
     will rank pari passu with the Series B Preferred Stock and the Series A
     Preferred Stock.  If, upon any liquidation, dissolution or winding-up of
     the Corporation, the assets of the Corporation, or proceeds thereof,
     distributable among the holders of shares of the Series C Preferred Stock
     and other class or series or preferred stock ranking prior to or on a
     parity with the Series C Preferred Stock as to payments upon liquidation,
     dissolution or winding-up shall be insufficient to pay in full the
     preferential amount aforesaid, then such assets, or the proceeds thereof,
     shall be distributed among such holders pro rata in accordance with the
     respective amounts that would be payable on such shares if all amounts
     payable thereon were paid in full.  The voluntary sale, conveyance, lease,
     exchange or transfer (for cash, shares of stock, securities or other
     consideration) of all or substantially all the property or assets of the
     Company to, or a consolidation or merger of the Corporation with, one or
     more other companies (whether or not the Corporation is the corporation
     surviving such consolidation or merger) will not be deemed to be a
     liquidation, dissolution or winding-up, voluntary or involuntary.

          (d)  OPTIONAL REDEMPTION.  At any time after December 1, 1998, the
     shares of Series C Preferred Stock may be redeemed, in whole or in part, by
     the Corporation at its sole option. The redemption price shall begin at
     $106 per share of Series C Preferred Stock and will decline $1 per share
     for each of six three-month periods beginning on December 1, 1998, with a
     final redemption price of $100 per share. The redemption price should also
     include all accrued and unpaid dividends through the date fixed for
     redemption. The Corporation shall, on or prior to the date fixed for
     redemption, but not earlier than 45 days prior to the redemption date,
     deposit with its transfer agent or other redemption agent, as a trust fund,
     a sum sufficient to redeem the shares called for redemption, with
     irrevocable instructions and authority to such agent to give or complete
     the required notice of redemption and to pay the holders of such shares the
     redemption price upon surrender of their certificates.  Such deposit shall
     be deemed to constitute full payment of such shares to their holders and
     from and after the date of such deposit, notwithstanding that any payment
     of such shares shall not have been surrendered for cancellation, the shares
     represented thereby shall no longer be deemed outstanding, the right to
     receive dividends and distributions shall cease to accrue from and after
     the redemption date, and all rights of the holders of the Series C
     Preferred Stock called for redemption as shareholders of the Corporation
     shall cease and terminate, except the for right to receive the redemption
     price, without interest, upon the surrender of their respective
     certificates, and except for the right to convert their shares of Series C
     Preferred Stock until the close of business on the redemption date.

     Unless full accumulated dividends on all outstanding shares of the Series C
     Preferred Stock shall have been or contemporaneously are declared and paid
     or set apart for payment for all past dividend periods, the Preferred Stock
     may not be redeemed unless all of the outstanding Series C Preferred Stock
     is redeemed, and the Corporation may not purchase any shares of the Series
     C Preferred Stock otherwise than pursuant to a purchase offer made on the
     terms to all the holders of Series C Preferred Stock, provided that the
     Corporation may complete the purchase or redemption of shares of Series C
     Preferred Stock for which a purchase contract was entered into, or notice
     of redemption of which was initially given, prior to such default.

     Notice of redemption shall be mailed to each holder of Series C Preferred
     Stock to be redeemed at the address shown on the books of the Corporation
     not less than 30 days nor more than 60 days prior to the redemption date.
     If less than all of the outstanding shares of Series C Preferred Stock are
     to be redeemed, the Corporation will select the shares to be redeemed by
     lot, pro rata (as nearly as may be), or in such other equitable manner as
     the Board of Directors of the Corporation may determine.

          (e)  CONVERSION.  The shares of  Series C Preferred Stock are
     convertible into shares of Common Stock at a conversion rate of 16.67
     shares of Common Stock for one share of Preferred Stock.

     Shares of Series C Preferred Stock surrendered for conversion during the
     period from the close of business on any record date for the payment of
     dividends on such shares to the opening of business on the corresponding
     dividend payment date (except shares called for redemption during such
     period) must be accompanied by payment of an amount equal to the dividend
     payable on such shares on such dividend payment date.  The registered
     holder of such shares of Preferred Stock at the close of business on a

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     dividend payment record date shall be entitled to receive the dividend
     payable on such shares (except shares called for redemption between such
     record date and the dividend payment date) on the corresponding dividend
     payment date notwithstanding the conversion thereof or the Corporation's
     default in payment of the dividend due on such dividend payment date.  A
     holder of Series C Preferred Stock on a dividend payment record date who
     (or whose transferee) converts shares of Series C Preferred Stock on a
     dividend payment date will receive the dividend payable on such Preferred
     Stock by the Corporation on such date, and the converting holder need not
     include payment in the amount of such dividend upon surrender of shares of
     Series C Preferred Stock for conversion.  No fractional shares will be
     issued upon conversion.

     The conversion rate shall be automatically adjusted upon the occurrence of
     the following events:  (i) the issuance of capital stock of the Corporation
     as a dividend or a distribution on Common Stock, (ii) subdivisions,
     combinations and reclassification of the Common Stock, (iii) the issuance
     to all holders of Common Stock of rights or warrants entitling them to
     subscribe for or purchase shares of Common Stock at less than the current
     market price, and (iv) the distribution to all holders of Common Stock of
     evidences of indebtedness of the Company or of assets (other than cash
     dividends from retained earnings) or subscription rights to securities of
     the Company (other than those referred to above collectively,
     "Recapitalization Events").  Upon the occurrence of a Recapitalization
     Event, shares of Series C Preferred Stock should thereafter become
     convertible into those shares of Common Stock and/or other securities which
     the holder of such shares would have held following the Recapitalization
     Event had such holder converted such shares into Common Stock immediately
     before the Recapitalization Event.  Except in these cases, the conversion
     rate will not be adjusted for the issuance of Common Stock.  No adjustment
     of the conversion rate will be required to be made in any case until
     cumulative adjustments amount to at least one percent of the current
     conversion rate.  The Corporation reserves the right to make such increases
     in the conversion rate in addition to those required by the foregoing
     provisions as the Corporation in its discretion shall determine to be
     advisable in order that certain stock related distributions hereafter made
     by the Company to its shareholders shall not be taxable.

     Except as discussed above, no adjustment upon conversion will be made for
     dividends on the Series C Preferred Stock.

     Upon the occurrence of any consolidation or merger of the Corporation with
     or into any other corporation other than a consolidation or merger in which
     the Corporation is the continuing corporation and which does not result in
     any reclassification of or changes in outstanding shares of common stock,
     or any sale or transfer of all or substantially all the assets of the
     Corporation, the holder of each share of Series C Preferred Stock shall
     after such consolidation, merger, sale or transfer convert such share of
     Series C Preferred Stock only into the kind and amount of securities, cash
     and other property which such holder would have been entitled to receive
     upon such consolidation, merger, sale or transfer if the holder had held
     the common stock issuable upon the conversion of such share of Series C
     Preferred Stock immediately prior to such consolidation, merger, sale or
     transfer.

     IN WITNESS WHEREOF, the undersigned, being the duly elected officers of the
Corporation, hereby declare and certify that the facts herein stated are true
and accordingly execute this instrument as of this 1st day of December, 1997.

                                       GREAT PINES WATER COMPANY, INC.



                                       By:
                                          ------------------------------------
                                          Robert A. Hammond, Jr.


ATTEST:



----------------------------------
Robert A. Hammond, Sr.