BY-LAWS
                                                        OF
                                           ECHO SPRINGS WATER CO., INC.

                                             (a New York corporation)

                                                     ARTICLE I

                                                   SHAREHOLDERS


l. CERTIFICATES REPRESENTING SHARES.  Certificates representing shares shall set
forth thereon the statements  prescribed by Section 508, and, where  applicable,
by Sections 505, 616, 620, 709, and 1002, of the Business Corporation Law and by
any other  applicable  provision of law and shall be signed by the Chairman or a
Vice  Chairman  of the Board of  Directors,  if any,  or by the  President  or a
Vice-President  and by the Secretary or an Assistant  Secretary or the Treasurer
or an  Assistant  Treasurer  and may be  sealed  with  the  corporate  seal or a
facsimile  thereof.  The  signatures of the officers  upon a certificate  may be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar  other than the  corporation  itself or its  employee,  or if the
shares  are  listed on a  registered  national  security  exchange.  In case any
officer  who has signed or whose  facsimile  signature  has been  placed  upon a
certificate  shall have ceased to be such  officer  before such  certificate  is
issued,  it may be issued by the corporation  with the same effect as if he were
such officer at the date of its issue.

A certificate  representing  shares shall not be issued until the full amount of
consideration  therefor  has been paid  except as  Section  504 of the  Business
Corporation Law may otherwise permit.

The  corporation  may  issue  a new  certificate  for  shares  in  place  of any
certificate  theretofore  issued by it,  alleged to have been lost or destroyed,
and the  Board of  Directors  may  require  the  owner of any lost or  destroyed
certificate,  or his  legal  representative,  to  give  the  corporation  a bond
sufficient  to  indemnify  the  corporation  against  any claim that may be made
against  it on  account  of the  alleged  loss  or  destruction  - of  any  such
certificate or the issuance of any such new certificate.
          
2.  FRACTIONAL  SHARE  INTERESTS.  The corporation  may issue  certificates  for
fractions of a share where  necessary to effect  transactions  authorized by the
Business  Corporation  Law which shall entitle the holder,  in proportion to his
fractional  holdings,  to  exercise  voting  rights,   receive  dividends,   and
participate in liquidating  distributions;  or it may pay in cash the fair value
of  fractions  of a share as of the time when those  entitled  to  receive  such
fractions  are  determined;  or it may issue scrip in  registered or bearer form
over the manual or facsimile  signature of an officer of the  corporation  or of
its agent,  exchangeable  as therein  provided for full  shares,  but such scrip
shall not  entitle the holder to any rights of a  shareholder  except as therein
provided.

   
3.  SHARE   TRANSFERS.   Upon  compliance   with   provisions   restricting  the
transferability  of shares, if any, transfers of shares of the corporation shall
be made only on the share 

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 record of the  corporation by the registered  holder
thereof,  or by his  attorney  thereunto  authorized  by power of attorney  duly
executed  and filed with the  Secretary  of the  corporation  or with a transfer
agent  or  a  registrar,  if  any,  and  on  surrender  of  the  certificate  or
certificates for such shares properly  endorsed and the payment of all taxes due
thereon.endorsed and the payment of all taxes due thereon.

4. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining the shareholders
entitled  to  notice  of or to  vote  at  any  meeting  of  shareholders  or any
adjournment  thereof,  or to express  consent to or  dissent  from any  proposal
without a meeting,  or for the purpose of determining  shareholders  entitled to
receive  payment of any  dividend or the  allotment  of any  rights,  or for the
purpose of any other action,  the  directors may fix, in advance,  a date as the
record date for any such  determination of shareholders.  Such date shall not be
more than fifty days nor less than ten days before the date of such meeting, nor
more than fifty days prior to any other action.  If no record date is fixed, the
record date for the  determination  of shareholders  entitled to notice of or to
vote at a meeting of  shareholders  shall be at the close of the business on the
day next preceding the day on which notice is given,  or, if no notice is given,
the  day on  which  the  meeting  is  held;  the  record  date  for  determining
shareholders  for any purpose other than that specified in the preceding  clause
shall be at the  close of  business  on the day on which the  resolution  of the
directors  relating thereto is adopted.  When a determination of shareholders of
record entitled to notice of or to vote at any meeting of shareholders  has been
made as  provided  in this  paragraph.  such  determination  shall  apply to any
adjournment thereof, unless directors fix a new record date under this paragraph
for the adjourned meeting.

5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of
a meeting of  shareholders or a waiver thereof or to participate or vote thereat
or to consent  or  dissent in writing in lieu of a meeting,  as the case may be,
the term "share"  or"shares" or  "shareholder"  or  "shareholders"  refers to an
outstanding  share or shares and to a holder or holders of record of outstanding
shares when the corporation is authorized to issue only one class of shares, and
said reference is also intended to include any  outstanding  share or shares and
any holder or holders of record of outstanding shares of any class upon which or
upon whom the certificate of  incorporation  confers such rights where there are
two or more  classes or series of shares or upon which or upon whom the Business
Corporation  Law confers such rights  notwithstanding  that the  certificate  of
incorporation  may provide  for more than one class or series of shares,  one or
more of which are limited or denied such rights thereunder.

6.  SHAREHOLDER  MEETINGS.  TIME.  The annual  meeting shall be held on the date
fixed,  from time to time,  by the  directors,  provided,  that the first annual
meeting  shall be held on a date within  thirteen  months after the formation of
the  corporation,  and each  successive  annual  meeting shall be held on a date
within thirteen months after the date of the preceding annual meeting. A special
meeting  shall  be held on the  date  fixed  by the  directors  except  when the
Business Corporation Law confers the night to fix the date upon shareholders.
          
PLACE.  Annual meetings and special meetings shall be held at such place, within
or without the State of New York, as the directors may, from time to time,  fix.
Whenever the directors
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shall fall to fix such  place,  or,  whenever  shareholders  entitled  to call a
special  meeting shall call the same, the meeting shall be held at the office of
the corporation in the State of New York.

CALL.  Annual  meetings  may be  called  by  the  directors  or by  any  officer
instructed by the directors to call the meeting.  Special meetings may be called
in  like  manner  except  when  the  directors  are  required  by  the  Business
Corporation Law to call a meeting,  or except when the shareholders are entitled
by said Law to demand the call of a meeting.

NOTICE  OR ACTUAL  OR  CONSTRUCTIVE  WAIVER  OF  NOTICE.  Written  notice of all
meetings shall be given. stating the place, date, and hour of the meeting,  and,
unless it is an annual meeting,  indicating that it is being issued by or at the
direction of the person or persons calling the meeting.  The notice of an annual
meeting shall state that the meeting is called for the election of directors and
for the  transaction  of other  business  which may  properly  come  before  the
meeting,  and  shall  (if any  other  action  which  could be taken at a special
meeting is to be taken at such annual  meeting)  state the purpose or  purposes.
The notice of a special meeting shall in all instances state the or purposes for
which the meeting, is called and, at any such meeting, only such business may be
transacted  which is related to the purpose or purposes set forth in the notice.
If the directors shall adopt,  amend, or repeal a By-Law regulating an impending
election of directors,  the notice of the next meeting for election of directors
shall  contain  the  statements  prescribed  by Section  601(b) of the  Business
Corporation  Law. If any action is to be taken which  would,  if taken,  entitle
shareholders  to receive  payment for their  shares,  the notice shall include a
statement of that purpose and to that effect and shall be  accompanied by a copy
of Section 623 of the  Business  Corporation  Law or an outline of its  material
terms.  A copy of the notice of any  meeting  shall be given,  personally  or by
first class mail,  not less than ten days nor than fifty days before the date of
the meeting,  unless the lapse of the prescribed  period of time shall have been
waived,  to each  shareholder-  at his record  address or at such other  address
which he may have  furnished  by  request in  writing  to the  Secretary  of the
corporation.  In lieu of  giving a copy of such  notice  personally  or by first
class mail as aforesaid,  a copy of such notice may be given by third class mail
not fewer  than  twenty-four  nor more than  fifty  days  before the date of the
meeting. Notice by mail shall be deemed to be given when deposited, with postage
thereon  prepaid,  in a post office or official  depository  under the exclusive
care and custody of the United  States post office  department.  If a meeting is
adjourned to another time or place,  and, if any  announcement  of the adjourned
time or place is made at the  meeting,  it shall not be necessary to give notice
of the adjourned  meeting unless the  directors,  after  adjournment,  fix a new
record date for the adjourned meeting.  Notice of a meeting need not be given to
any  shareholder  who  submits a signed  waiver  of  notice  before or after the
meeting.  The attendance of a shareholder at a meeting without  protesting prior
to the  conclusion  of the  meeting  the lack of  notice of such  meeting  shall
constitute a waiver of notice by him.
         
SHAREHOLDER  LIST AND CHALLENGE.  A list of  shareholders as of the record date,
certified by the Secretary or other officer  responsible  for its preparation or
by the transfer  agent, if any, shall be produced at any meeting of shareholders
upon the request  thereat or prior thereto of any  shareholder.  If the right to
vote at any meeting is challenged,  the  inspectors of election,  if any, or the
person presiding thereat, shall require such list of shareholders to be produced
as evidence of the right of the persons challenged to vote at such meeting,  and
all 

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 persons  who appear  from such list to be  shareholders  entitled  to vote
thereat  may  vote  at  such  meeting.  CONDUCT  OF  MEETING.  Meetings  of  the
shareholders shall be presided over by oneuch
          
CONDUCT OF MEETING.  Meetings of the shareholders  shall be presided over by one
of the following  officers in the order of seniority and if present and acting -
the Chairman of the Board, if any, the  Vice-Chairman  of the Board, if any, the
President,  a  Vice-President,  or, if none of the  foregoing  is in office  and
present  and  acting,  by a  chairman  to be  chosen  by the  shareholders.  The
Secretary of the corporation,  or in his absence, an Assistant Secretary,  shall
act as secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary  is present the chairman of the meeting  shall  appoint a secretary of
the meeting.
           
PROXY REPRESENTATION.  Every shareholder may authorize another person or persons
to act for him by proxy in all  matters in which a  shareholder  is  entitled to
participate,  whether by waiving notice of any meeting,  voting or participating
at a meeting,  or expressing  consent or dissent without a meeting.  Every proxy
must be signed by the  shareholder  or his  attorney-in-fact.  No proxy shall be
valid  after  the  expiration  of eleven  months  from the date  thereof  unless
otherwise  provided in the proxy. Every proxy shall be revocable at the pleasure
of the  shareholder  executing it, except as otherwise  provided by the Business
Corporation Law.
          
INSPECTORS APPOINTMENT.  -ne directors, in advance of any meeting, may, but need
not,  appoint one or more  inspectors  to act at the meeting or any  adjournment
thereof.  If an inspector or inspectors are not appointed,  the person presiding
at the meeting may, but need not,  appoint one or more  inspectors.  In case any
person who may be appointed as an inspector  fails to appear or act, the vacancy
may be filled by appointment  made by the directors in advance of the meeting or
at the meeting by the person presiding thereat.  Each inspector,  if any, before
entering  upon  the  discharge  of his  duties,  shall  take  and  sign  an oath
faithfully  to execute  the duties of  inspector  at such  meeting  with  strict
impartiality and according to the best of his ability.  The inspectors,  if any,
shall  determine the number o' shares  outstanding and the voting power of each,
the shares  represented at the meeting,  the existence of a quorum, the validity
and effect of proxies, and shall receive votes,  ballots, or consents,  hear and
determine all challenges and questions  arising in connection  with the right to
vote, count and tabulate all votes, ballots, or consents,  determine the result,
and do such acts as are proper to conduct the election or vote with  fairness to
all  shareholders.  On  request of the person  presiding  at the  meeting or any
shareholder, the inspector or inspectors, if any, shall make a report in writing
of any  challenge,  question or matter  deter-mined by him or them and execute a
certificate of any fact found by him or them.
          
QUORUM. Except for a special election of directors pursuant to Section 603(b) of
the Business  Corporation  Law,  and except as herein  otherwise  provided,  the
holders of a majority of the outstanding  shares shall  constitute a quorum at a
meeting of shareholders  for the  transaction of any business.  When a quorum is
once  present  to  organize  a  meeting,  it is not  broken  by  the  subsequent
withdrawal of any shareholders. The shareholders present may adjourn the meeting
despite the absence of a quorum.
           
VOTING. Each share shall entitle the holder thereof to one vote. In the election
of directors,  a plurality of the votes cast shall elect. Any other action shall
be  authorized  by a 

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 majority  of the votes  cast  except  where the  Business
Corporation Law prescribes ' a different proportion of votes.s cast except
where the Business Corporation Law prescribes ' a different
proportion of votes.

7. SHAREHOLDER  ACTION WITHOUT MEETINGS.  Whenever  shareholders are required or
permitted to take any action by vote, such action may be taken without a meeting
on written consent,  setting forth the action so taken, signed by the holders of
all shares.
                                                    ARTICLE II

                                                       GOVERNING BOARD

1. FUNCTIONS AND DEFINITIONS.  The business of the corporation  shall be managed
under the  direction of a governing  board,  which is herein  referred to as the
"Board of Directors" or "directors" notwithstanding that the members thereof may
otherwise  bear the titles of  trustees,  managers,  or  governors  or any other
designated title, and notwithstanding that only one director legally constitutes
the Board. The word "director" or "directors" likewise herein refers to a member
or to  members of the  governing  board  notwithstanding  the  designation  of a
different  official title or titles. The use of the phrase "entire board" herein
refers to the total  number of  directors  which the  corporation  would have if
there were no vacancies.
         
2.  QUALIFICATIONS AND NUMBER. Each director shall be at least eighteen years of
age. A director need not be a shareholder,  a citizen of the United States, or a
resident of the State of New York. The initial Board of Directors  shall consist
of persons.  Thereafter,  the number of directors  constituting the entire board
shall  be  at  least  three,  except  that,  where  all  the  shares  are  owned
beneficially  and of record  by less  than  three  shareholders,  the  number of
directors  may be  less  than  three  but  not  less  than  the  number  of such
shareholders. Subject to the foregoing limitation and except for the first Board
of  Directors,  such  number  may be fixed  from  time to time by  action of the
shareholders or of the directors,  or, if the number is not so fixed, the number
shall be The number of  directors  may be  increased  or  decreased by action of
shareholders  or of the directors,  provided that any action of the directors to
effect such  increase or  decrease  shall  require the vote of a majority of the
entire Board. No decrease shall shorten the term of any incumbent director.
        
3.  ELECTION  AND TERM.  The first  Board of  Directors  shall be elected by the
incorporator  or  incorporators  and shall hold  office  until the first  annual
meeting  of  shareholders  and until  their  successors  have been  elected  and
qualified.  Thereafter,  directors  who are  elected  at an  annual  meeting  of
shareholders,  and directors who are elected in the interim by the  shareholders
to fill vacancies and newly created  directorships,  shall hold office until the
next annual meeting of shareholders and until their successors have been elected
and qualified;  and directors who are elected in the interim by the directors to
fill vacancies and newly created  directorships shall hold office until the next
meeting of  shareholders  at which the  election of  directors is in the regular
order of business and until their successors have been elected and qualified. In
the interim between annual  meetings of  shareholders or of special  meetings of
shareholders called for the election of directors,  newly created  directorships
and any vacancies in the Board of Directors,  including vacancies resulting from
the removal of directors for cause or without  cause,  may be filled by the vote
of the remaining directors then in office, although less than a quorum exists. 
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           4. MEETINGS.

TIME.  Meetings  shall be held at such time as the Board shall fix,  except that
the first  meeting  of a newly  elected  Board  shall be held as soon  after its
election as the directors may conveniently assemble.

PLACE.  Meetings  shall be held at such place within or without the State of New
York as shall be fixed by the Board.
        
CALL.  No call shall be  required  for regular  meetings  for which the time and
place have been fixed.  Special meetings may be called by or at the direction of
the  Chairman of the Board,  if any, of the  President,  or of a majority of the
directors in office.
         
NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular
meetings  for which the time and place have been fixed.  Written,  oral,  or any
other mode of notice of the time and place shall be given for  special  meetings
in sufficient  time for the convenient  assembly of the directors  thereat.  The
notice  of any  meeting  need  not  specify  the  purpose  of the  meeting.  Any
requirement  of  furnishing a notice shall be waived by any director who signs a
waiver of notice before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to him.
       
QUORUM AND ACTION.  A majority of the entire  Board  shall  constitute  a quorum
except when a vacancy or vacancies prevents such majority,  whereupon a majority
of the  directors in office shall  constitute a quorum,  provided  such majority
shall  constitute  at least one- third of the entire  Board.  A majority  of the
directors present,  whether or not a quorum is present, may adjourn a meeting to
another  time and place.  Except as herein  otherwise  provided,  the act of the
Board shall be the act, at a meeting  duly  assembled,  by vote of a majority of
the directors  present at the time of the vote, a quorum being,  present at such
time.
      
Any one or more members of the Board of Directors  or of any  committee  thereof
may  participate in a meeting of said Board or of any such committee by means of
a conference telephone or similar communications  equipment allowing all persons
participating  in the  meeting  to  hear  each  other  at  the  same  time,  and
participation by such means shall constitute presence in person at the meeting.

CHAIRMAN OF THE MEETING.  The  Chairman of the Board,  if any and if present and
acting, shall preside at all meetings.  Otherwise, the President, if present and
acting, or any other director chosen by the Board, shall preside.

5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for cause or
without cause by the  shareholders.  One or more of the directors may be removed
for cause by the Board of Directors.
      
  6.  COMMITTEES.  Whenever the Board of Directors shall consist of more than


<PAGE>

 three members, the Board of Directors,  by resolution adopted by a majority of
the entire Board of  Directors,  may  designate  from their number three or more
directors to constitute an Executive  Committee  and other  committees,  each of
which, to the extent  provided in the resolution  designating it, shall have the
authority of the Board of Directors  with the  exception  of any  authority  the
delegation  of which is  prohibited  by Section 712 of the Business  Corporation
Law.ss Corporation Law.

7. WRITTEN ACTION.  Any action required or permitted to be taken by the Board of
Directors or by any  committee  thereof may be taken without a meeting if all of
the members of the Board of Directors  or of any  committee  thereof  consent in
writing to the adoption of a resolution  authorizing the action.  The resolution
and the written  comments thereto by the members of the Board of Directors or of
any such  committee  shall be filed with the minutes of the  proceedings  of the
Board of Directors or of any such committee.

                                                   ARTICLE III
                                                    OFFICERS
The  directors  may elect or appoint a  Chairman  of the Board of  Directors,  a
President,  one or more  Vice-Presidents,  a  Secretary,  one or more  Assistant
Secretaries,  a  Treasurer,  one or more  Assistant  Treasurers,  and such other
officers as they may  determine.  The  President may but need not be a director.
Any two or more  offices  may be held by the same  person  except the offices of
President and Secretary;  or, when all of the issued and  outstanding  shares of
the  corporation  are  owned  by one  person,  such  person  may hold all or any
combination of offices.
      
Unless  otherwise  provided in the resolution of election or  appointment,  each
officer shall hold office until the meeting of the Board of Directors  following
the next annual meeting of shareholders and until his successor has been elected
and qualified.
Officers shall have the powers and duties defined in the resolutions  appointing
them-
     The Board of Directors may remove any officer for cause or without cause.


                                                    ARTICLE IV

                                             STATUTORY NOTICES TO SHAREHOLDERS

The  directors  may appoint the  Treasurer  or other fiscal  officer  and/or the
Secretary  or any  other  officer  to  cause to be  prepared  and  furnished  to
shareholders  entitled thereto any special financial notice and/or any financial
statement,  as the case may be,  which may be required by any  provision of law,
and which,  more  specifically,  may be required by Sections 510, 511, 515, 516,
517, 519, and 520 of the Business Corporation Law.



<PAGE>

                                                         ARTICLE V

                                                     BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and
shall  keep  minutes of the  proceedings  of the  shareholders,  of the Board of
Directors,  and/of any committee which the directors may appoint, and shall keep
at the  office of the  corporation  in the State of New York or at the office of
the transfer agent or registrar,  if any, in said State, a record containing the
names and addresses of all shareholders,  the number and class of shares held by
each, and the dates when they  respectively  became the owners of record thereof
Any of the foregoing books, minutes, or records may be in written form or in any
other form  capable of being  converted  into  written  form within a reasonable
time.
                                                         ARTICLE VI
                                                       CORPORATE SEAL
The  corporate  seal,  if any,  shall be in such form as the Board of  Directors
shall prescribe.
                                                        ARTICLE VII
                                                        FISCAL YEAR
The  fiscal  year of the  corporation  shall be fixed,  and shall be  subject to
change from time to time, by the Board of Directors.
                                                        ARTICLE VIII

                                                    CONTROL OVER BY-LAWS

The shareholders  entitled to vote in the election of directors or the directors
upon compliance with any statutory requisite may amend or repeal the By-Laws and
may adopt new  By-Laws,  except that the  directors  may not amend or repeal any
By-Law or adopt any new  By-Law,  the  statutory  control  over  which is vested
exclusively in the said shareholders or in the incorporators. By-Laws adopted by
the  incorporators  or  directors  may  be  amended  or  repealed  by  the  said
shareholders.

<PAGE>


The  undersigned  incorporator  certifies  that he has  examined  the  foregoing
By-Laws and has adopted the same as the first By-Laws of the  corporation;  that
said By-Laws  contain  specific and general  provisions,  which,  in order to be
operative,  must  be  adopted  by  the  incorporator  or  incorporators  or  the
shareholders  entitled  to vote in the  election of  directors;  and that he has
adopted each of said  specific and general  provisions  in  accordance  with the
requirements of the Business Corporation Law.
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