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                          CERTIFICATE OF INCORPORATION

                                       OF

                         AQUA VIE BEVERAGE CORPORATION-H

FIRST: The name of the Corporation is Aqua Vie Beverage Corporation-H, (the
"Corporation").

SECOND: The registered office of the Corporation in the State of Delaware is
located at 1013 Centre Road, City of Wilmington, County of New Castle. The name
and address of its registered agent is CSC, 1013 Centre Road, City of
Wilmington, County of New Castle, Delaware 19805.

THIRD: The nature of the business, objects and purposes to be transacted,
promoted or carried on by the Corporation are:

  (1)  To manufacture, purchase or otherwise acquire, invest in, mortgage,
       Pledge, sell, assign and transfer or otherwise dispose of, trade, deal in
       and with goods, wares and merchandise and personal property of every
       class description;

  (2)  To acquire, and pay for in cash, stock or bonds of this Corporation or
       otherwise, the goodwill, rights, assets and property, and to undertake or
       assume the whole or any part of the obligations or liabilities of any
       person, partnership, trust, joint stock company, syndicate, firm,
       association or corporation;

  (3)  To acquire, hold use, sell, assign, lease, and grant licenses in respect
       of, mortgage or otherwise dispose of letters patent of the United States
       or any foreign country, patent rights, licenses and privileges,
       inventions, improvements and processes, copyrights, trademark and trade
       names relating to or useful in connection with any business of the
       Corporation;

  (4)  To acquire by purchase, subscription or otherwise, and to receive, hold,
       own, sell, assign, exchange, transfer, mortgage, pledge or otherwise
       dispose of or deal in and with any of the shares of the capital stock, or
       any voting trust Certificates in respect of the shares of capital stock,
       scrip, warrants, rights, Bonds, debentures, notes, trust receipts and
       other securities, obligations, Chooses in action and evidences of
       indebtedness or interest issued or created by any corporations, joint
       stock companies, syndicates, associations, firms,


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       trust or person, public or private, or by the government of the United
       States of America, or by any foreign government, or by any state,
       territory, province, municipality or other political subdivision or by
       any governmental agency, and as owner thereof to possess and exercise all
       the rights, powers, and privileges of ownership, including the right to
       execute consents and vote thereon, and to do any and all acts and things
       necessary or advisable for the preservation, protection, improvement and
       enhancement in value thereof;

  (5)  To borrow or raise money for any of the purposes of the Corporation and,
       from time to time without limit as to amount, to draw, make, accept,
       endorse, execute and issue promissory notes, drafts, bills of exchange,
       warrants, bonds, debentures, and other negotiable or nonnegotiable
       instruments and evidences of indebtedness, and to secure the payment of
       any thereof and of the interest thereon by mortgage upon or pledge,
       conveyance or assignment in trust of the whole or any part of the
       property of the Corporation, whether at the time owned or thereafter
       acquired, and to sell, pledge, or otherwise dispose of such bonds or
       other obligations of the Corporation for its corporate purposes;

  (6)  To purchase, receive, take by grant, gift, devise, bequest or otherwise
       lease, or otherwise acquire, own, hold, improve, employ, use and
       otherwise deal in and with, real or personal property, or any interest
       therein, wherever situated, and to sell, convey, lease, exchange,
       transfer or otherwise dispose of, or mortgage or pledge, all or any of
       the Corporation's property and assets, or any interest therein, wherever
       situated; and

  (7)  To engage in any lawful act or activity for which corporations may be
       organized under the existing laws of the state of Delaware.

The business and purposes specified in the foregoing clauses shall, except where
otherwise expressed, be in nowise limited or restricted by reference to, or
inference from, the terms of any other clause in this Certificate of
Incorporation, but the business and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent business and purposes.

FOURTH: The total number of shares of all classes of stock which the Corporation
shall have authority to issue shall be 51,000,000 shares, of which 1,000,000
shares will be preferred stock of the par value of one tenth of a cent each
($.001) (hereinafter called the "Preferred Stock") and of which 50,000,000
shares shall be common stock of the par value of one tenth of a cent each
($.001) (hereinafter called the "Common Stock"). The following is a statement of
the powers, preferences and rights and the qualifications, limitations and
restrictions, of classes of stock of the Corporation, and the

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authority with respect thereto expressly vested in the Board of Directors of the
Corporation.

A.     Serial Preferred Stock
       (1)    Shares of Serial Preferred Stock may be issued from time to time
              in one or more series, each such series to have distinctive serial
              designations, as shall hereafter be determined in the resolution
              or resolutions providing for the issue of such Serial Preferred
              Stock from time to time adopted by the Board of Directors pursuant
              to authority so to do which is hereby vested in the Board of
              Directors.

       (2)    Each series of Serial Preferred Stock

              a.     May have such number of shares;

              b.     May have such voting powers, full or limited, or may be
                     without voting powers;

              c.     May be subject to redemption at such time or times and at
                     such prices;

              d.     May be entitled to receive dividends (which may be
                     cumulative or non cumulative), at such rate or rates, on
                     such conditions, from such date or dates, and at such
                     times, and payable in preference to, or in relation to, the
                     dividends payable on any other class or classes or series
                     of stock;

              e.     May have such rights upon the dissolution of, or upon any
                     distribution of the assets of, the Corporation;

              f.     May be made convertible into, or exchangeable for, shares
                     of any other class or classes of any other series of the
                     same or any other class or classes of stock of the
                     Corporation at such price or prices or at such rates of
                     exchange, and with such adjustments;

              g.     May be entitled to the benefit of a sinking fund or
                     purchase fund to be applied to the purchase or redemption
                     of shares of such series in such amount or amounts;

              h.     May be entitled to the benefits of such conditions and
                     restrictions upon the creation of indebtedness of the
                     Corporation or any subsidiary, upon the issuance of any
                     additional stock (including additional shares of such
                     series or any other series) and upon the payment of
                     dividends or the making of other distributions on and the
                     purchase redemption or other acquisition by the Corporation
                     or any subsidiary of any outstanding stock of the
                     Corporation; and


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              i.     May have such other relative, participating, optional or
                     other special rights, and qualifications, limitations or
                     restrictions thereof; all as shall be stated in said
                     resolution or resolutions providing for the issuance of
                     such Serial Preferred Stock. Except where otherwise set
                     forth in the resolution or resolutions adopted by the Board
                     of Directors providing for the issuance of any series of
                     Serial Preferred Stock, the number of shares comprising
                     such series may be increased or decreased (but not below
                     the number of shares then outstanding) from time to time by
                     like action of the Board of Directors.

       (3)    Shares of any series of Serial Preferred Stock which have been
              redeemed (whether through the operation of a sinking fund or
              otherwise) or purchased by the Corporation, or which, if
              convertible or exchangeable, have been converted into or exchanged
              for shares of stock of any other class or classes shall have the
              statue of authorized and unissued shares of Serial Preferred Stock
              and may be reissued as a part of the series of which there were
              originally a part or may be reclassified and reissued as part of a
              new series of Serial Preferred Stock to be created by resolution
              or resolutions of the Board of Directors or as part of any other
              series of Preferred Stock, all subject to the conditions or
              restrictions on issuance set forth in the resolution or
              resolutions adopted by the Board of Directors providing for the
              issuance of any series of Serial Preferred Stock and to any filing
              required by law.

B.     Common Stock

       (1)    Except as otherwise provided by law or by the resolution or
              resolutions of the Board of Directors providing for the issuance
              of any series of the Serial Preferred Stock, the Common Stock
              shall have the exclusive right to vote for the election of
              Directors and for all other purposes, each holder of the Common
              Stock being entitled to one vote for each share held.

       (2)    Subject to all of the rights of the Serial Preferred Stock or any
              series thereof, the holders of the Common Stock shall be entitled
              to receive, which, as and if declared by the Board of Directors,
              out of funds legally available therefor, dividends payable in
              cash, stock or otherwise.

       (3)    Upon any liquidation, dissolution or winding up of the
              Corporation, whether voluntary or involuntary, and after the
              holders of the Serial Preferred Stock of each series shall have
              been paid in full, the amounts to which they respectively shall be
              entitled, or a sum sufficient for such payments in full shall have
              been set aside, the remaining net assets of the Corporation shall
              be distributed pro rata to the holders of the Common Stock

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              in accordance with their respective rights and interests, to the
              exclusion of the holders of the Serial Preferred Stock.

C.     General Provisions

Whenever the vote of stockholders at a meeting thereof is required or permitted
to be taken for or in connection with any corporate action, the meeting and vote
of stockholders may be dispensed with and such action may be taken with the
written consent of stockholders having not less than the minimum percentage of
the vote required by statute for the proposed corporate action, provided that
prompt notice shall be given to all stockholders of the taking of the corporate
action without a meeting and by less than unanimous vote.

FIFTH: No stockholder of this Corporation shall by reason of his holding shares
of any class have any pre-emptive or preferential right to purchase or subscribe
to any shares of any class of the Corporation, now or hereafter to be authorized
or any notes, debentures, bonds or other securities convertible into or carrying
warrants or options to purchase shares of any class, now or hereafter to be
authorized, whether or not the issuance of any such shares or such notes,
debentures, bonds or other securities would adversely affect the dividend or
voting rights of such stockholder other than such rights, in any, as the Board
of Directors, in its discretion, may fix; and the Board of Directors may issue
shares of any class of this Corporation, or any note, debentures, bonds or other
securities convertible into or carrying options or warrants to purchase shares
of any class, without offering any such shares of any class, whether in whole or
in part, to the existing stockholders of any class.

SIXTH: The name and mailing address of the incorporator is:

<TABLE>
<CAPTION>

Name                                       Mailing Address
----                                       ---------------
<S>                                        <C>
Bruce A. Butcher, Esq.                     Suite 3827-1001 Fourth Ave. Plaza
                                           Seattle, WA 98154
</TABLE>


SEVENTH: The Corporation is to have perpetual existence.

EIGHT: The number of directors constituting the original Board of Directors is
one (1). The number of the directors shall be fixed by, or in the manner
provided in, the By-Laws of the Corporation. The names and addresses of the
initial directors of the Corporation who are to serve until the first annual
meeting of the shareholders or until their successors are elected and qualified
are:

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<TABLE>
<CAPTION>

Name                           Mailing Address
----                           ---------------
<S>                            <C>
Thomas J. Gillespie            191 Sun Valley Road.
                               PO Box 5569
                               Ketchum, Idaho 83340
</TABLE>

NINTH: In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:

       (1)    To make, alter or repeal the By-Laws of the Corporation.

       (2)    To authorize and cause to be executed mortgages and liens upon the
              real and personal property of the Corporation.

       (3)    To set apart out of any of the funds of the Corporation available
              for dividends a reserve or reserves for any purpose and to abolish
              any such reserve in the manner in which it was created.

       (4)    By a majority of the whole Board of Directors, to designate one or
              more committees to consist of two or more of the directors of the
              Corporation. The Board of Directors may designate one or more
              directors as alternate members of any committee, who may replace
              any absent or disqualified member at any meeting of the committee.
              Any such committee, to the extent provided in the resolution or in
              the by-laws of the corporation, shall have and may exercise the
              powers of the Board of Directors in the management of the business
              and affairs of the Corporation and may authorize the seal of the
              Corporation to be affixed to all papers which may require it;
              provided, however, the by-laws may provide that in the absence or
              disqualification of any member of such committee or committees the
              member or members thereof present at any meeting and not
              disqualified from voting, whether or not he or they constitute a
              quorum, may unanimously appoint another member of the Board of
              Directors to act at the meeting in the place of any such absent or
              disqualified member.

       (5)    When and as authorized by the affirmative vote of the holders of a
              majority of the stock issued and outstanding having voting power
              given at a stockholder's meeting duly called upon such notice as
              is required by statute, or when authorized by the written consent
              of the holders of a majority of the voting stock issued and
              outstanding, to sell, lease or exchange all or substantially all
              the property and assets of the Corporation, including its goodwill
              and its corporate franchises, upon such terms and conditions and
              for such consideration, which may consist in whole or in part of
              money or property including securities of any other corporation or
              corporations, as the


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              Board of Directors shall deem expedient and for the best interests
              of the Corporation.

TENTH: Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside of the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the by-laws of the Corporation shall so provide.

ELEVENTH: A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts of
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, as the same exists or hereafter may be amended, or (iv) for any transaction
from which the director derived an improper personal benefit. If the Delaware
General Corporation Law hereafter is amended to authorize the further
elimination of limitation of the liability of directors, then the liability of a
director of the Corporation, in addition to the limitation on personal liability
provided herein, shall be limited to the fullest extent permitted by the amended
Delaware General Corporation Law. Any repeal or modification of this paragraph
by the stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification.

The Corporation shall, to the extent permitted by Section 145 of the Delaware
General Corporation Law, as amended from time to time, indemnify and reimburse
all persons whom it may indemnify and reimburse pursuant thereto. Expenses
incurred by an officer of director in defending a civil or criminal action, suit
or proceeding shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized in Section 145(e) of the Delaware General Corporation
Law. Notwithstanding the foregoing, the indemnification provided for herein
shall not be deemed exclusive of any other rights to which those entitled to
receive indemnification or reimbursement hereunder may be entitled under any
by-law of this Corporation, agreement, vote of stockholders or disinterested
directors of otherwise.

TWELFTH: No contract or transaction between this corporation and any person,
firm, association, or corporation and no act of this Corporation shall, in the
absence of fraud, be invalidated or in any way affected by the fact that any of
the directors of this Corporation are pecuniarily or otherwise interested
directly or indirectly, in such contract, transaction or act, or are related to
or interested in, as a director, stockholder,


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officer, employee, member or otherwise, such person, firm, association or
corporation. Any director so interested or related who is present at any meeting
of the Board of Directors or committee of directors at which action on any
contract, transaction or act is taken may be counted in determining the presence
of a quorum at such meeting and may vote thereat with respect to such contract,
transaction or act with like force and effect as if he were not so interested or
related. No director so interested or related shall, because of such interest or
relationship, be disqualified from holding his office or be liable to the
Corporation or to any stockholder or creditor thereof for any loss incurred by
this Corporation under or by reason of such contract, transaction or act, or be
accountable for any gains or profits he may have realized therein.

THIRTEENTH: The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner how
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

THE UNDERSIGNED, being the incorporator herein before named, for the purpose of
forming a corporation pursuant to the Corporation Laws of the State of Delaware,
does make this Certificate, hereby declaring and certifying that this is my act
and deed and the facts herein stated are true and accordingly have hereunto set
my hand this 29th day of July, 1998.


                                                 /s/ Bruce A. Butcher
                                             -----------------------------------
                                                     Bruce A. Butcher
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