<PAGE>   1
                                                                    EXHIBIT 3.22


                          CERTIFICATE OF INCORPORATION

                                       OF
                                        
                                DESERT ICE, INC.
                                        
                                   ARTICLE I

     The name of the Corporation is Desert Ice, Inc.

                                   ARTICLE II

     The name of the Corporation's registered agent and the address of its
registered office in the State of Delaware is The Prentice-Hall Corporation
System, Inc., 229 South State Street, Dover, County of Kent, Delaware 19901.

                                  ARTICLE III

     The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the Delaware General Corporation
Law.

                                   ARTICLE IV

     The total number of shares of capital stock that the Corporation shall
have the authority to issue is One Hundred Thousand (100,000) shares of Common
Stock, $.01 par value per share.

                                   ARTICLE V

     In furtherance and not limitation of the powers conferred by the laws of
the State of Delaware, the Board of Directors is expressly authorized to alter,
amend, or repeal the bylaws of the Corporation or to adopt new bylaws.

                                   ARTICLE VI

     The incorporator is David A. Greenblatt, whose mailing address is 2800
Momentum Place, 1717 Main Street, Dallas, Texas 75201.

                                  ARTICLE VII

     Cumulative voting for the election of directors shall not be permitted.

                                  ARTICLE VIII

     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 or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is amended after the
filing of this 

                                      -1-
<PAGE>   2
Certificate of Incorporation to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.

     Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.

                                   ARTICLE IX

     A.   Right to Indemnification. Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative, or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation or of a partnership, joint venture,
trust, or other enterprise, including service with respect to an employee
benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding
is alleged action in an official capacity as a director or officer or in any
other capacity while serving as a director or officer shall be indemnified and
held harmless by the corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than permitted
prior thereto), against all expense, liability and loss (including, without
limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties,
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such indemnitee in connection therewith and such indemnification shall continue
as to an indemnitee who has ceased to be a director or officer and shall inure
to the benefit of the indemnitee's heirs, executors and administrators;
provided, however, that, except as provided in paragraph (b) hereof with respect
to proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the board of directors of the Corporation. The right to
indemnification conferred in this Article IX shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by the indemnitee
in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Article or otherwise.

     B.   Right of Indemnitee to Bring Suit. If a claim under paragraph (a) of
this Article is not paid in full by the Corporation within sixty days after a
written claim has been received by the Corporation (except in the case of a
claim for an advancement of expenses, in which case the applicable period shall
be twenty days), the indemnitee may at any time thereafter

                                      -2-
<PAGE>   3
bring suit against the Corporation to recover the unpaid amount of the claim.
If successful in whole or in part in any such suit, the indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such suit. In
any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that the indemnitee has not met
the applicable standard of conduct set forth in the Delaware General
Corporation Law, and in any suit by the corporation to recover an advancement
of expenses pursuant to the terms of an undertaking, the Corporation shall be
entitled to recover such expenses upon a final adjudication that the indemnitee
has not met the applicable standard of conduct set forth in the Delaware
General Corporation Law. Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such suit that the indemnitee
has not met the applicable standard of conduct set forth in the Delaware
General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified or to such advancement of expenses under this
Article or otherwise shall be on the Corporation.

     C.   Non-Exclusivity of Rights. The rights to indemnification and to the
advancement of expenses conferred in this Article IX shall not be exclusive of
any other right that any person may have or hereafter acquire under this
Certificate of Incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

     D.   Insurance. The Corporation may maintain insurance, at its expense, to
protect itself and any director or officer of the Corporation or another
corporation, partnership, joint venture, trust, or other enterprise against any
expense, liability, or loss, whether or not the Corporation would have the power
to indemnify such person against such expense, liability, or loss under the
Delaware General Corporation Law.

     E.   Indemnity of Employees and Agents of the Corporation. The Corporation
may, to the extent authorized from time to time by the Board of Directors,
grant rights to indemnification and to the advancement of expenses to any
employee or agent of the Corporation to the fullest extent of the provisions of
this Article IX with respect to the indemnification and advancement of expenses
of directors and officers of the Corporation.

                                   ARTICLE X

     No stockholder of the Corporation shall by reason of his holding shares of
any class of its capital stock have any preemptive or preferential right to
purchase or subscribe for 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, rights, or options to
purchase shares of any class or any other security, 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,
voting, or any other rights of such stockholder; and the Board of Directors may
issue shares of any class of the Corporation, or any notes, 


                                      -3-
<PAGE>   4
debentures, bonds, or other securities convertible into or carrying warrants,
rights, or options to purchase shares of any class, without offering any such
shares of any class, either in whole or in part, to the existing holders of any
class of stock of the Corporation.

                                   ARTICLE XI

     The number of directors constituting the initial Board of Directors is 
one (1), and the name and address of the person who is to serve as the sole
director until the first annual meeting of the stockholders or until his
successor or successors are elected and qualified are:

     Name                Address
     ----                -------

     Gregg L. Engles     3811 Turtle Creek Boulevard
                         Suite 1950, LB 50
                         Dallas, Texas 75219

     IN WITNESS WHEREOF, the undersigned incorporator of the Corporation hereby
certifies that the facts herein stated are true, and accordingly has signed
this instrument this 1st day of August, 1988.

                                                  INCORPORATOR:


                                                  /s/ DAVID A. GREENBLATT
                                                  ---------------------------
                                                      David A. Greenblatt
                    

                                      -4-
<PAGE>   5
                                                                        PAGE 1

                                                                    
                              STATE OF DELAWARE
                                      
                                 [STATE LOGO]
                                      
                         OFFICE OF SECRETARY OF STATE
                                      
                              -----------------

     I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF DESERT ICE, INC. FILED IN THIS OFFICE ON THE SECOND DAY OF
AUGUST, A.D. 1988, AT 9 O'CLOCK A.M.

                             | | | | | | | | | |


                             RECEIVED FOR RECORD
                                      
                               AUG. 3 A.D. 1988
                               ------      ----
                                      
                             /S/ MICHAEL T. SCUSE
                                      
                                   RECORDER

[STATE SEAL]            $3.00 STATE DOCUMENT FEE PAID
 882150044

                                                    /s/ MICHAEL HARKINS
                                             -----------------------------------
                                             Michael Harkins, Secretary of State

                                             AUTHENTICATION:  11810339
                                             
                                             DATE:            08/02/1988

<PAGE>   6

                          CERTIFICATE OF INCORPORATION
                                        
                                       OF
                                        
                                DESERT ICE, INC.

                                        
                                   ARTICLE I
                                        
     The name of the Corporation is Desert Ice, Inc.

                                   ARTICLE II

     The name of the Corporation's registered agent and the address of its
registered office in the State of Delaware is The Prentice-Hall Corporation
System, Inc., 229 South State Street, Dover, County of Kent, Delaware 19901.

                                  ARTICLE III

     The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the Delaware General Corporation
Law.

                                   ARTICLE IV

     The total number of shares of capital stock that the Corporation shall have
the authority to issue is One Hundred Thousand (100,000) shares of Common
Stock, $.01 par value per share.

                                   ARTICLE V

     In furtherance and not limitation of the powers conferred by the laws of
the State of Delaware, the Board of Directors is expressly authorized to alter,
amend, or repeal the bylaws of the Corporation or to adopt new bylaws.

                                   ARTICLE VI

     The incorporator is David A. Greenblatt, whose mailing address is 2800
Momentum Place, 1717 Main Street, Dallas, Texas 75201.

                                  ARTICLE VII

     Cumulative voting for the election of directors shall not be permitted.

                                  ARTICLE VIII

     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 or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is amended after the
filing of this


                                      -1-





<PAGE>   7

Certificate of Incorporation to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.

     Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.

                                   ARTICLE IX

     A.   Right to Indemnification. Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative, or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation or of a partnership, joint venture,
trust, or other enterprise, including service with respect to an employee
benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding
is alleged action in an official capacity as a director or officer or in any
other capacity while serving as a director or officer shall be indemnified and
held harmless by the corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than permitted
prior thereto), against all expense, liability and loss (including, without
limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties,
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such indemnitee in connection therewith and such indemnification shall continue
as to an indemnitee who has ceased to be a director or officer and shall inure
to the benefit of the indemnitee's heirs, executors and administrators;
provided, however, that, except as provided in paragraph (b) hereof with respect
to proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the board of directors of the Corporation. The right to
indemnification conferred in this Article IX shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Article or otherwise.

     B.   Right of Indemnitee to Bring Suit. If a claim under paragraph (a) of
this Article is not paid in full by the Corporation within sixty days after a
written claim has been received by the Corporation (except in the case of a
claim for an advancement of expenses, in which case the applicable period shall
be twenty days), the indemnitee may at any time thereafter


                                      -2-


<PAGE>   8

bring suit against the Corporation to recover the unpaid amount of the claim. If
successful in whole or in any part in any such suit, the indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such suit.  In
any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that the indemnitee has not met
the applicable standard of conduct set forth in the Delaware General Corporation
Law, and in any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Corporation shall be entitled to
recover such expenses upon a final adjudication that the indemnitee has not met
the applicable standard of conduct set forth in the Delaware General Corporation
Law. Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such suit that the indemnitee has not met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit.  In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified or to such
advancement of expenses under this Article or otherwise shall be on the
Corporation.

     C.   Non-Exclusivity of Rights.  The rights to indemnification and to the
advancement of expenses conferred in this Article IX shall not be exclusive of
any other right that any person may have or hereafter acquire under this
Certificate of Incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

     D.   Insurance.  The Corporation may maintain insurance, at its expense,
to protect itself and any director or officer of the Corporation or another
corporation, partnership, joint venture, trust, or other enterprise against any
expense, liability, or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability, or loss under
the Delaware General Corporation Law.

     E.   Indemnity of Employees and Agents of the Corporation.  The Corporation
may, to the extent authorized from time to time by the Board of Directors, grant
rights to indemnification and to the advancement of expenses to any employee or
agent of the Corporation to the fullest extent of the provisions of this Article
IX with respect to the indemnification and advancement of expenses of directors
and officers of the Corporation.

                                   ARTICLE X

     No stockholder of the Corporation shall by reason of his holding shares of
any class of its capital stock have any preemptive or preferential right to
purchase or subscribe for 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, rights, or options to
purchase shares of any class or any other security, 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,
voting, or any other rights of such stockholder; and the Board of Directors
may issue shares of any class of the Corporation, or any notes,




                                     - 3 -
<PAGE>   9

debentures, bonds, or other securities convertible into or carrying warrants,
rights, or options to purchase shares of any class, without offering any such
shares of any class, either in whole or in part, to the existing holders of any
class of stock of the Corporation.

                                   ARTICLE XI

     The number of directors constituting the initial Board of Directors is one
(1), and the name and address of the person who is to serve as the sole director
until the first annual meeting of the stockholders or until his successor or
successors are elected and qualified are:

     NAME                ADDRESS
     ----                -------

     Gregg L. Engles     3811 Turtle Creek Boulevard
                         Suite 1950, LB 50
                         Dallas, Texas 75219


     IN WITNESS WHEREOF, the undersigned incorporator of the Corporation hereby
certifies that the facts herein stated are true, and accordingly has signed this
instrument this   1st  day of August, 1998.   
               --------

                                               INCORPORATOR:

                                                  /s/DAVID A. GREENBLATT
                                               -------------------------------
                                                     David A. Greenblatt


   

Young:733


                                     - 4 -
<PAGE>   10
                                                                          Page 1
  


                               STATE OF DELAWARE

                                   [LOGO]


                          OFFICE OF SECRETARY OF STATE

                             ----------------------

             I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF

         DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

         COPY OF THE CERTIFICATE OF AMENDMENT BEFORE PAYMENT FOR STOCK OF

         DESERT ICE, INC.  FILED IN THIS OFFICE ON THE THIRTIETH DAY OF

         SEPTEMBER, A.D. 1988, AT 9 O'CLOCK A.M.

                              * * * * * * * * * *








         [seal]                   /S/MICHAEL HARKINS  
                        ---------------------------------------
                         Michael Harkins, Secretary of State


          888274063     AUTHENTICATION:  18/7260

                                 DATE:    09/30/1988        
<PAGE>   11
                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION


                                   * * * * *


     DESERT ICE, INC. (the "Corporation"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

     FIRST: The sole director named in the original Certificate of Incorporation
     of the Corporation is Gregg L. Engles.

     SECOND: The Corporation has not yet received any payment for any of its
     stock.

     THIRD: Pursuant to Section 241 of the General Corporation Law of the State
     of Delaware, the sole director adopted the following resolution setting
     forth the proposed amendment:

          RESOLVED, that the Certificate of Incorporation of the Corporation be
     amended by changing Article I so that, as amended, said article shall read:

                                   ARTICLE I

            The name of the Corporation is Sparkle Ice Corporation.

     FOURTH: That said amendment was duly adopted in accordance with the
     provisions of Sections 241 of the General Corporation Law of the State of
     Delaware.

     IN WITNESS WHEREOF, said DESERT ICE, INC. has caused this certificate to be
signed by Gregg L. Engles, its President and sole director, this 29th day of
September, 1988.

                                          
                                              DESERT ICE, INC.


                                              By:  /s/ GREGG L. ENGLES
                                                  ----------------------------
                                                    Gregg L. Engles, President
                                                        and sole director

Young:912


                                     - 1 -
<PAGE>   12

                                                                         PAGE 1

                               STATE OF DELAWARE

                                   [LOGO]


                          OFFICE OF SECRETARY OF STATE

                             ----------------------

     I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
BEFORE PAYMENT FOR STOCK OF DESERT ICE, INC.  FILED IN THIS OFFICE ON THE
THIRTIETH DAY OF SEPTEMBER, A.D. 1988, AT 9 O'CLOCK A.M.

                              * * * * * * * * * *





                              RECEIVED FOR RECORD
                                Oct. 4 A.D. 1988

                              /s/ MICHAEL T. SCUSE
                                    RECORDER
                         $3.00 STATE DOCUMENT FEE PAID

                                             /s/  MICHAEL HARKINS
                                             -----------------------------------
                                             Michael Harkins, Secretary of State

    [SEAL]                                   AUTHENTICATION:  1877259
   888274063                                           DATE:  09/30/1988

                                             
<PAGE>   13
                                                                   9 A.M.
                                                                   FILED
                                                                 SEP 30 1998
                                                             /s/ MICHAEL HARKINS
                                                              SECRETARY OF STATE

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION


                                   * * * * *


     DESERT ICE, INC. (the "Corporation"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

     FIRST: The sole director named in the original Certificate of
Incorporation of the Corporation is Gregg L. Engles.

     SECOND: The Corporation has not yet received any payment for any of its
stock.

     THIRD: Pursuant to Section 241 of the General Corporation Law of the
State of Delaware, the sole director adopted the following resolution setting
forth the proposed amendment:

          RESOLVED, that the Certificate of Incorporation of the Corporation be
     amended by changing Article I so that, as amended, said article shall read:

                                   ARTICLE I

            The name of the Corporation is Sparkle Ice Corporation.

     FOURTH: That said amendment was duly adopted in accordance with the
provisions of Sections 241 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, said DESERT ICE, INC. has caused this certificate to 
be signed by Gregg L. Engles, its President and sole director, this 29th day 
of September, 1988.

                                          
                                              DESERT ICE, INC.

                                              By:  /s/ GREGG L. ENGLES
                                                  ----------------------------
                                                   Gregg L. Engles, President
                                                       and sole director

Young:912



                                    - 1 -
<PAGE>   14

                                                                         PAGE 1

                               STATE OF DELAWARE

                                   [LOGO]


                          OFFICE OF SECRETARY OF STATE

                             ----------------------

     I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF SPARKLE ICE CORPORATION FILED IN THIS OFFICE ON THE THIRTIETH DAY OF 
DECEMBER, A.D. 1998, AT 9 O'CLOCK A.M.

                              * * * * * * * * * *





    [SEAL]                    RECEIVED FOR RECORD
                               JAN. 3  A.D. 1991
                              ---------     -----

                               MICHAEL T. SCUSE
   803695037                       RECORDER
                         $4.00 STATE DOCUMENT FEE PAID
                       
                              /s/  MICHAEL HARKINS
                              -----------------------------------
                              Michael Harkins, Secretary of State

                              AUTHENTICATION:  12007461
                                        DATE:  12/31/1996
<PAGE>   15

                                

                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                      FILED 09:45 AM  12/31/1990
                                                         903655037 - 2168317

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                            SPARKLE ICE CORPORATION

     Sparkle Ice Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),

     DOES HEREBY CERTIFY:

     FIRST:  the Board of Directors of the Corporation by unanimous written
consent duly adopted resolutions setting forth an amendment to the Certificate
of Incorporation of the Corporation, declaring said amendments to be advisable,
and directing that said amendments be submitted to the stockholders of the
Corporation for their consideration. The resolutions setting forth the proposed
amendments are as follows:

     RESOLVED, that the Board of Directors of the Corporation hereby adopts,
     approves and declares advisable a proposal to amend the Certificate of
     Incorporation of the Corporation, which proposed amendment would strike in
     its entirety Article IV of the Certificate of Incorporation of the
     Corporation and insert in its place a new Article IV, which Article IV
     would be and read as follows:

                                  "ARTICLE IV

               The total authorized capital stock of the Corporation is as
     follows: 200,000 shares, of which 100,000 shares shall be Class A Common
     Stock, par value $.01 per share ("Class A Common Stock"), and 100,000
     shares shall be Class B Common Stock, par value $.01 per share ("Class B
     Common Stock").

               The relative rights, preferences and limitations of each class
     of stock are as follows:

               A.   General.  Except as may be otherwise provided in this
     Certificate, in all respects, including, but not by way of limitation,
     the right to receive payment of cash dividends, the right to share in the
     property or business of the Corporation in the event of its liquidation in
     whole or in part, and the right to share in the assets of the Corporation
     in the event of its dissolution and the distribution of such assets by way
     of return of capital, each share of common stock of this Corporation,
     whether Class A Common Stock or Class B Common Stock, shall rank equally
     and be identical.

               B.   Voting.  Except as provided in this Paragraph B of Article
     IV and as otherwise required by law, the entire voting power shall be
     vested solely and exclusively in the holders of the shares of Class A
     Common Stock, and each holder thereof shall be entitled to one vote for
     each share thereof held upon all matters requiring a vote or consent of
     stockholders.

               The holders of Class B Common Stock shall not be entitled to
     vote on matters submitted to stockholder votes or consents, including
     voting for the Corporation's Board of Directors, except that, only to the
     extent required by

                                     - 1 -

48470012.192
<PAGE>   16

                               
law, the holders of Class B Common Stock shall be entitled to vote as a class
on any matters for which class voting is required by the General Corporation
Law of the State of Delaware; provided, however, that the affirmative vote of
the holders of a majority of the shares of Class B Common Stock outstanding
shall be sufficient to authorize, approve or adopt any action where a vote by
the holders of Class B Common Stock is required by the General Corporation Law
of the State of Delaware.

     C.   Conversion Rights.

          (1)  Optional Conversion. Each share of Class B Common Stock shall be
     convertible at the option of the holder thereof into one fully paid and
     non-assessable share of Class A Common Stock of the Corporation provided
     that either of the following conditions has first been met: (a) such
     conversion would not cause such holder or any lender to the Corporation
     pursuant to that certain Subordinated Loan Agreement dated as of December
     31, 1990 among the Corporation and certain lenders or pursuant to that
     certain Amended and Restated Loan and Security Agreement dated as of
     December 31, 1990 among the Corporation and certain lenders (in each case,
     a "Lender") to own, or to be treated as owning under the Internal Revenue
     Code of 1986, as amended (the "Code"), a number of shares of voting stock
     of the Corporation greater than the lesser of (i) that number of shares
     which, when added to all other shares of Class A Common Stock owned or
     treated as owned under the Code by such holder or any Lender, will equal
     not more than five percent of the total voting power calculated on a
     fully-diluted basis of the Corporation and (ii) the Maximum Percentage (as
     defined below); or (b) such holder is a United States person, as defined in
     Section 7701(a)(30) of the Code, and no such shares of Class A Common Stock
     resulting from the conversion would be attributed under the Code to any
     other holder of Class B Common Stock or Lender. "Maximum Percentage" means
     that percentage of the total combined voting power of all classes of the
     Corporation's voting stock owned, or treated as owned, under the Code, by a
     holder of Class B Common Stock or any Lender above which percentage any
     Lender would lose the exemption from taxation available for portfolio
     interest provided by Sections 881(c) and 871(h) of the Code with respect to
     interest on debt owed to such Lender by the Corporation or any of its
     subsidiaries.

          (2)  Procedure of Conversion. The holder of any shares of Class B
     Common Stock may exercise the conversion rights as to such shares or any
     part thereof by delivering to the principal office of the Corporation
     during regular business hours, the stock certificate or certificates for
     the shares to be converted, duly endorsed for transfer to the Corporation,
     accompanied by written notice stating that the holder elects to convert
     such shares. Conversion shall be deemed to have been effected on the date
     when such delivery is made. As promptly as practicable thereafter, the
     Corporation shall issue and deliver, in accordance with written
     instructions from such holder, a stock certificate or certificates for the
     number of shares of Class A Common Stock to which such holder is entitled.
     Upon conversion of only a portion of the number of shares of Class B Common
     Stock represented


                                     - 2 -
<PAGE>   17
     by a stock certificate surrendered for conversion, the Corporation shall
     issue and deliver to the holder of the stock certificate so surrendered for
     conversion, a new stock certificate covering the number of shares of Class
     B Common Stock representing the unconverted portion of the certificate so
     surrendered.

          (3)  No Fractional Shares. No fractional shares of Class A Common
     Stock or scrip shall be issued upon conversion of shares of Class B Common
     Stock unless otherwise agreed in writing between the Corporation and any
     holder of shares of Class B Common Stock.

          (4)  Taxes. The Corporation shall pay any and all issue and other
     taxes that may be payable in respect of any issue or delivery of shares of
     Class A Common Stock on conversion of Class B Common Stock pursuant hereto.
     The Corporation shall not, however, be required to pay any tax that may be
     payable in respect of any transfer involved in the issue and delivery of
     shares of Class A Common Stock in a name other than that in which the Class
     B Common Stock so converted was registered, and no such issue or delivery
     shall be made unless and until the person requesting such issue has paid to
     the Corporation the amount of any such tax, or has established, to the
     satisfaction of the Corporation, that such tax has been paid.

          (5)  Common Stock Reserve. The Corporation shall at all times reserve
     and keep available, out of its authorized but unissued shares of Class A
     Common Stock, solely for the purpose of effecting the conversion of any
     shares of Class B Common Stock, the full number of shares of Class A Common
     Stock deliverable upon the conversion of all Class B Common Stock from time
     to time outstanding. The Corporation shall from time to time (subject to
     obtaining necessary director and stockholder action), in accordance with
     the laws of the State of Delaware, increase the amount of its Class A
     Common Stock if at any time the number of authorized shares of its Class A
     Common Stock remaining unissued shall not be sufficient to permit the
     conversion of all of the shares of Class B Common Stock at the time
     outstanding.

          (6)  Status of Class A Common Stock Issued Upon Conversion. All shares
     of Class A Common Stock that may be issued upon conversion of the shares of
     Class B Common Stock will, upon issuance by the Corporation, be validly
     issued, fully paid and non-assessable and free from all taxes, liens and
     charges with respect to the issuance thereof.

          (7)  Status of Converted Stock. All certificates of Class B Common
     Stock surrendered for conversion shall be appropriately cancelled on the
     books of the Corporation, and the shares so converted represented by such
     certificates shall be restored to the status of authorized but unissued
     Class B Common Stock of the Corporation.

     All shares of common stock of the Corporation issued or reserved for
issuance prior to the date hereof shall be deemed to be shares of Class A
Common Stock."



                                     - 3 -
<PAGE>   18

     SECOND: that thereafter, stockholders of the Corporation holding the
necessary number of shares as required by statute duly adopted and approved said
amendment by written consent pursuant to Section 228 of the General Corporation 
Law of the State of Delaware.

     THIRD: that said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, said Sparkle Ice Corporation has caused this
Certificate of Amendment to be signed by Robert L. Kaminski, its Vice
President, and Douglas L. Reeves, its Assistant Secretary, this 31st day of
December, 1990.

                                          SPARKLE ICE CORPORATION 

                                          By: /s/ ROBERT L. KAMINSKI
                                             -----------------------
                                             Robert L. Kaminski
                                             Vice President

ATTEST: /s/ DOUGLAS L. REEVES
       ----------------------
       Douglas L. Reeves
       Assistant Secretary
<PAGE>   19

                                                                          PAGE 1

                               STATE OF DELAWARE

                            [STATE OF DELAWARE LOGO]

                          OFFICE OF SECRETARY OF STATE

                          ----------------------------

     I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT 
OF SPARKLE ICE CORPORATION FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF OCTOBER,
A.D. 1991, AT 4:15 O'CLOCK P.M.

                              * * * * * * * * * *





[STATE OF DELAWARE SEAL]                  
      751288057
                                          /s/ MICHAEL HARKINS
                                          -----------------------------------
                                          Michael Harkins, Secretary of State

                                          AUTHENTICATION: *3204091
                                                  
                                                    DATE: 10/16/1991    
<PAGE>   20
     IN WITNESS WHEREOF, said Sparkle Ice Corporation has caused this
Certificate of Amendment to be signed by Gregg L. Engles, its Chairman of the
Board and Chief Executive Officer, and Robert L. Kaminski, its Vice President
and Assistant Secretary, as of this 15th day of October, 1991.

                                        SPARKLE ICE CORPORATION



                                        By: /s/ GREGG L. ENGLES
                                           -------------------------------
                                            Gregg L. Engles,
                                            Chairman of the Board and
                                            Chief Executive Officer



ATTEST: /s/ ROBERT L. KAMINSKI
       -----------------------------
        Robert L. Kaminski,
        Vice President and 
        Assistant Secretary






                                     - 3 -
<PAGE>   21
                                                                          PAGE 1

                               STATE OF DELAWARE

                                     [LOGO]

                          OFFICE OF SECRETARY OF STATE

                          ----------------------------

     I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF SPARKLE ICE CORPORATION FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF
OCTOBER, A.D. 1991, AT 4:15 O'CLOCK P.M.

                              * * * * * * * * * *

                              RECEIVED FOR RECORD
                                Oct 17 A.D. 1991
                              /s/ MICHAEL T. SCUSE
                                    RECORDER

                         $6.00 STATE DOCUMENT FEE PAID
[SEAL]
                                                     /s/ MICHAEL HARKINS
                                             -----------------------------------
                                             Michael Harkins, Secretary of State

                                             AUTHENTICATION: *3204090

                                                       DATE: 10/16/1991

<PAGE>   22
                                                          STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 04:15 PM 10/15/1991
                                                            751288057 - 2168317

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                            SPARKLE ICE CORPORATION

     Sparkle Ice Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),

     DOES HEREBY CERTIFY:

     FIRST: the Board of Directors of the Corporation by unanimous written
consent duly adopted resolutions setting forth an amendment to the Certificate
of Incorporation of the Corporation, declaring said amendments to be advisable,
and directing that said amendments be submitted to the stockholders of the
Corporation for their consideration. The resolutions setting forth the proposed
amendments are as follows:

     RESOLVED, that the Board of Directors of the Corporation hereby adopts,
     approves and declares advisable a proposal to amend the Certificate of
     Incorporation of the Corporation, which proposed amendment would strike
     in its entirety Article IV, Section C, (1) and (2) of the Certificate of
     Incorporation of the Corporation and insert in its place a new Article IV.
     Section C, (1) and (2) which Article IV, Section C, (1) and (2), would be
     and read as follows:

          C.   Conversion Rights.

               (1)  Optional Conversion. Each share of Class B Common Stock
          shall be convertible at the option of the holder thereof into one
          fully paid and non-assessable share of Class A Common Stock of the
          Corporation provided that either of the following conditions has first
          been met: (a) such conversion would not cause such holder or any
          lender to the Corporation pursuant to that certain Amended and
          Restated Subordinated Loan Agreement, dated on or about October 15,
          1991, as amended from time to time, among the Corporation and certain
          lenders, or pursuant to that certain Senior Subordinated Loan
          Agreement, dated on or about October 15, 1991, as amended from time to
          time, among the Corporation and certain lenders, or pursuant to that
          certain Senior Note Purchase and Security Agreement, dated on or about
          October 15, 1991, as amended from time to time, among the Corporation
          and certain lenders (in each case, a "Lender") to own, or to be
          treated as owning under the Internal Revenue Code of 1986, as amended
          (the "Code"), a number of shares of voting stock of the Corporation
          greater than the lesser of (i) that number of shares which, when added
          to all other shares of Class A Common Stock owned or treated as owned
          under the Code by such holder or any Lender, will equal not more than
          five percent of the total voting power calculated on a fully-diluted
          basis of the Corporation and (ii) the Maximum Percentage (as defined
          below); or (b) such holder is a United States person, as defined in
          Section 7701(a)(30) of the Code (a "U.S. Person"), and no such shares
          of Class A Common Stock



                                      -1-
<PAGE>   23
          resulting from the conversion would be attributed under Section
          871(h)(3)(C) of the Code to any Lender that is not a U.S. Person.
          "Maximum Percentage" means that percentage of the total combined
          voting power of all classes of the Corporation's voting stock owned,
          or treated as owned, under the Code, by a holder of Class B Common
          Stock, Class A Common Stock or any Lender above which percentage any
          Lender would lose the exemption from taxation available for portfolio
          interest provided by Sections 881(c) and 871(h) of the Code with
          respect to interest on debt owed to such Lender by the Corporation or
          any of its subsidiaries.

               (2)  Procedure for Conversion. The holder of any shares of Class
          B Common Stock may exercise the conversion rights as to such shares or
          any part thereof by delivering to the principal office of the
          Corporation during regular business hours, the stock certificate or
          certificates for the shares to be converted, duly endorsed for
          transfer to the Corporation, a written notice stating that the holder
          elects to convert such shares, and such other information that the
          Corporation may reasonably request in order to determine that the
          holder is entitled to convert its shares of Class B Common Stock
          pursuant to Article IV, Section C, (1) above. Conversion shall be
          deemed to have been effected on the later of the date when such
          delivery is made, or the date on which the Corporation reasonably
          determines that such holder is entitled to convert its shares of Class
          B Common Stock pursuant to Article IV, Section C, (1) above. As
          promptly as practicable thereafter, the Corporation shall issue and
          deliver, in accordance with written instructions from such holder a
          stock certificate or certificates for the number of shares of Class A
          Common Stock to which such holder is entitled. Upon conversion of only
          a portion of the number of shares of Class B Common Stock represented
          by a stock certificate surrendered for conversion, the Corporation
          shall issue and deliver to the holder of the stock certificate so
          surrendered for conversion, a new stock certificate covering the
          number of shares of Class B Common Stock representing the unconverted
          portion of the certificate so surrendered.

     SECOND: that thereafter, stockholders of the Corporation holding the
necessary number of shares as required by statute duly adopted and approved
said amendment by written consent pursuant to Section 228 of the General
Corporation Law of the State of Delaware.

     THIRD: that said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.


                                      -2-



      
<PAGE>   24
     IN WITNESS WHEREOF, said Sparkle Ice Corporation has caused this
Certificate of Amendment to be signed by Gregg L. Engles, its Chairman of the
Board and Chief Executive Officer, and Robert L. Kaminski, its Vice President
and Assistant Secretary, as of this 15th day of October, 1991.

                                        SPARKLE ICE CORPORATION



                                        By: /s/ GREGG L. ENGLES
                                           --------------------------------
                                           Gregg L. Engles,
                                           Chairman of the Board and
                                           Chief Executive Officer



ATTEST: /s/ ROBERT L. KAMINSKI
       -----------------------------
       Robert L. Kaminski,
       Vice President and
       Assistant Secretary





                                     - 3 -
<PAGE>   25

                                  [STATE OF TEXAS SECRETARY OF STATE LETTERHEAD]

                               September 28, 1992

                         RE:  SPARKLE ICE CORPORATION
                         
                         FILE NUMBER:  78135-6

                        
                         It has been our pleasure to approve and place on
                         record your certificate of merger. The appropriate
                         evidence is attached for your files, and the original
                         has been filed in this office.

                         Payment of the filing fee is acknowledged by this
                         letter.

                         If we can be of further service at any time, please
                         contact our office at (512) 463-5582.



                                                      Very truly yours,
                                                     
                                                      /s/ LORNA WASSDORF
                                                      ------------------
                                                      Lorna Wassdorf
                                                      Special Assistant
                                                      Statutory Filings Division
                                                      Corporations Section



                         CO/LSW/Team III
                                                                
                                                  

<PAGE>   26
                                                               FILED
                                                        In the Office of the
                                                     Secretary of State of Texas
                                                            SEP 28 1992
                                                        Corporations Section

                              CERTIFICATE OF MERGER
                                       of
                              SPARKLE ICE II, LTD.
                          (a Texas limited partnership)
                                      into
                             SPARKLE ICE CORPORATION
                            (a Delaware corporation)

                     UNDER SECTION 2.11 OF THE TEXAS REVISED
                             LIMITED PARTNERSHIP ACT

     Pursuant to Section 2.11 of the Texas Revised Limited Partnership Act,
Sparkle Ice II, Ltd., a Texas limited partnership ("Limited"), and Sparkle Ice
Corporation, a Delaware corporation ("SIC"), hereby certify to the following
information relating to the merger of Limited with and into SIC (the "Merger").

     1.    The names and states of domicile of Limited and SIC, which are the
constituent entities in the Merger (the "Constituent Entities"), are.

               NAME OF ENTITY                   STATE

            Sparkle Ice II, Ltd.                Texas

            Sparkle Ice Corporation             Delaware

     2.    The Agreement of Merger (the "Agreement of Merger") dated as of
September 28, 1992 among Limited, SIC, Gregg L. Engles and Robert L. Kaminski,
setting forth the plan of merger and the terms and conditions of the Merger, a
copy of which is attached hereto as Exhibit A, has been duly authorized,
approved, adopted, certified, executed and acknowledged by each of the
Constituent Entities. Such authorizations include approvals by the general and
limited partners of Limited in accordance with Section 2.11 of the Texas Revised
Limited Partnership Act, by the stockholders of SIC in accordance with Section
263 of the Delaware General Corporation Law and by both Constituent Entities in
accordance with the laws under which such Constituent Entities were formed or
organized and by their constituent documents.

     3.    SIC shall be the corporation surviving the merger.

                                     - 1 -



<PAGE>   27





     IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 28
day of September, 1992.

                                        SPARKLE ICE II, LTD.
                                        (a Texas limited partnership)
                                        By its General Partner
                                        Sparkle Ice Corporation

                                        By: /s/   GAYLE O. BESHEARS
                                           -------------------------------------
                                        Its:      President
                                            ------------------------------------


ATTEST:


By: /s/ NANCY GREEN
   ----------------------------
        Secretary



                                        SPARKLE ICE CORPORATION
                                        (a Delaware corporation)

                                        By: /s/   GAYLE O. BESHEARS
                                           -------------------------------------
                                        Its:      President
                                            ------------------------------------


ATTEST:


By: /s/ NANCY GREEN
   ----------------------------
        Secretary






                                      - 2 -



<PAGE>   28




                                                                      EXHIBIT A

                              AGREEMENT OF MERGER

     THIS AGREEMENT OF MERGER (this "Agreement") is dated as of September 28,
1992, by and among Sparkle Ice II, Ltd., a Texas limited partnership
("Limited"), Sparkle Ice Corporation, a Delaware corporation ("SIC"), Gregg L.
Engles ("Engles") and Robert L. Kaminski ("Kaminski"). Limited and SIC are
sometimes referred to in this Agreement as the "Constituent Entities".

     WHEREAS, the partners of Limited and the Board of Directors of SIC have
approved the merger of Limited with and into SIC (the "Merger"), on the terms
and conditions set forth in this Agreement;

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants contained in this Agreement, the parties to this Agreement agree as
follows:

     1.    The Merger. In accordance with the provisions of this Agreement, the
Delaware General Corporation Law ("DGCL") and the Texas Revised Limited
Partnership Act ("TRLPA"), at the Effective Time (as defined in Section 5 of
this Agreement), Limited shall be merged with and into SIC, and SIC shall be the
surviving corporation (sometimes referred to in this Agreement as the "Surviving
Corporation") and shall continue its corporate existence under the laws of the
State of Delaware. At the Effective Time, the separate existence of Limited
shall cease and the Surviving Corporation shall have all the rights, privileges,
immunities, properties, assets, liabilities and franchises of each of the
Constituent Entities.

     2.    Governing Documents; Directors and Officers. The Certificate of
Incorporation and Bylaws of SIC shall be the Certificate of Incorporation and
Bylaws of the Surviving Corporation. The directors and officers in office of the
Surviving Corporation at the Effective Time shall be the members of the Board of
Directors and the first officers of the Surviving Corporation, all of whom shall
hold their directorships and offices until the election and qualification of
their respective successors or until their tenure is otherwise terminated in
accordance with the Bylaws of the Surviving Corporation.

     3.    Conversion of Securities. By virtue of the Merger and with no further
action by any general partner, limited partner or stockholder, the following
shall occur:



<PAGE>   29



           (a) the general partnership interests of SIC in Limited shall be
     cancelled;

           (b) the limited partnership interests held by Engles and Kaminski in
     Limited shall be cancelled.

     4.    Approvals. By execution of this Agreement, Engles and Kaminski, as
the stockholders of SIC, and SIC, Engles and Kaminski, as the general and
limited partners of Limited, hereby vote for approval of this Agreement and the
Merger, and the execution of this Agreement shall constitute the written consent
of the stockholders of SIC for purposes of the DGCL. Limited and SIC, shall take
all such other actions as may be necessary and appropriate to consummate the
Merger.

     5.    Effective Time. Limited and SIC shall execute Certificates of Merger
which shall then be presented to the Secretaries of State of the States of
Delaware and Texas on the date of this Agreement for filing. Upon such filing,
the Merger shall become effective under the laws of the States of Delaware and
Texas (the "Effective Time").

     IN WITNESS WHEREOF, Limited, SIC, Engles and Kaminski have executed this
Agreement as of the date first above written.

                                                SPARKLE ICE II, LTD.
                                                By its General Partner
                                                Sparkle Ice Corporation

                                                By:  /s/ Gayle O. Beshears
                                                   -----------------------------
                                                Its:     President
                                                    ----------------------------


                                                SPARKLE ICE CORPORATION

                                                By: /s/  Gayle O. Beshears
                                                   -----------------------------
                                                Its:     President
                                                    ----------------------------


                                                            Gregg L. Engles
                                                --------------------------------
                                                Gregg L. Engles


                                                            Robert L. Kaminski
                                                --------------------------------
                                                Robert L. Kaminski

                                      - 2 -



<PAGE>   30

                                   [STATE OF TEXT SECRETARY OF STATE LETTERHEAD]

                  September 29, 1992
                          
                          
                              RE: REDDY ICE CORPORATION
                          
                          
                              FILE NUMBER:76555-6
                          
                          
                          
                          
                          
                              It has been our pleasure to approve and place on 
                              record your certificate of merger. The appropriate
                              evidence is attached for your files, and the 
                              original has been filed in this office. 
                          
                          
                              Payment of the filing fee is acknowledged by this 
                              letter. 
                              
                              If we can be of further service at any time, 
                              please contact our office at 512 463-5582 
                          
                          
                          
                          
                          
                                                  Very truly yours,
                          
                          
                          
                          
                          
                          
                                                  /s/ LORNA WASSDORF
                                                  Lorna Wassdorf
                                                  Statutory Filings Division
                                                  Corporations Section
                                                  
                          
                          
                          
                          
                          
<PAGE>   31





                                                                FILED
                                                        In the Office of the
                                                     Secretary of State of Texas

                                                             SEP 29 1992
                                                         Corporations Section

                              CERTIFICATE OF MERGER
                                       of
                                 REDDY ICE, LTD.
                          (a Texas limited partnership)
                                      into
                             REDDY ICE CORPORATION
                            (a Delaware corporation)

                    UNDER SECTION 2.11 OF THE TEXAS REVISED
                             LIMITED PARTNERSHIP ACT

     Pursuant to Section 2.11 of the Texas Revised Limited Partnership Act,
Reddy Ice, Ltd., a Texas limited partnership ("RIL"), and Reddy Ice Corporation
(formerly known as Sparkle Ice Corporation), a Delaware corporation ("RIC"),
hereby certify to the following information relating to the merger of RIL with
and into RIC (the "Merger").

     1.    The names and states of domicile of RIL and RIC, which are the
constituent entities in the Merger (the "Constituent Entities"), are:

                NAME OF ENTITY                    STATE
                --------------                    -----

                Reddy Ice, Ltd.                   Texas

                Reddy Ice Corporation             Delaware

     2.    The Agreement of Merger (the "Agreement of Merger") dated as of
September 29, 1992 among RIL, RIC, Gregg L. Engles, Robert L. Kaminski, Gayle O.
Beshears and Graham D. Davis, setting forth the plan of merger and the terms and
conditions of the Merger, a copy of which is attached hereto as Exhibit A, has
been duly authorized, approved, adopted, certified, executed and acknowledged by
each of the Constituent Entities. Such authorizations include approvals by the
general and limited partners of RIL in accordance with Section 2.11 of the Texas
Revised Limited Partnership Act, by the stockholders of RIC in accordance with
Section 263 of the Delaware General Corporation Law and by both Constituent
Entities in accordance with the laws under which such Constituent Entities were
formed or organized and by their constituent documents.

     3.    RIC shall be the corporation surviving the Merger.

                                      - 1 -



<PAGE>   32




     IN WITNESS WHEREOF, this Certificate of Merger has been executed on this
29th day of September, 1992.

                                             REDDY ICE, LTD.
                                             (a Texas limited partnership)
                                             By its General Partner
                                             Reddy Ice Corporation

                                             By: /s/ GREGG L. ENGLES
                                                --------------------------------
                                             Its:     Chairman & CEO
                                                 -------------------------------
ATTEST:

By: /s/ NANCY GREEN
   ------------------------
        Secretary

                                             REDDY ICE CORPORATION
                                             (a Delaware corporation)


                                             By: /s/ GREGG L. ENGLES
                                                --------------------------------
                                             Its:     Chairman & CEO
                                                 -------------------------------
ATTEST:

By: /s/ NANCY GREEN
   ------------------------
        Secretary



                                     - 2 -

<PAGE>   33





                                                                       EXHIBIT A

                              AGREEMENT OF MERGER

     THIS AGREEMENT OF MERGER (this "Agreement") is dated as of September 29,
1992, by and among Reddy Ice, Ltd. a Texas limited partnership ("RIL"), Reddy
Ice Corporation (formerly known as Sparkle Ice Corporation), a Delaware
corporation ("RIC"), Gregg L. Engles ("Engles"), Robert L. Kaminski
("Kaminski"), Gayle O. Beshears ("Beshears") and Graham D. Davis ("Davis"). RIL
and RIC are sometimes referred to in this Agreement as the "Constituent
Entities".

     WHEREAS, the partners of RIL and the Board of Directors of RIC have
approved the merger of RIL with and into RIC (the "Merger"), on the terms and
conditions set forth in this Agreement;

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants contained in this Agreement, the parties to this Agreement agree as
follows:

     1.    The Merger. In accordance with the provisions of this Agreement, the
Delaware General Corporation Law ("DGCL") and the Texas Revised Limited
Partnership Act ("TRLPA"), at the Effective Time (as defined in Section 5 of
this Agreement), RIL shall be merged with and into RIC, and RIC shall be the
surviving corporation (sometimes referred to in this Agreement as the "Surviving
Corporation") and shall continue its corporate existence under the laws of the
State of Delaware. At the Effective Time, the separate existence of RIL shall
cease and the Surviving Corporation shall have all the rights, privileges,
immunities, properties, assets, liabilities and franchises of each of the
Constituent Entities.

     2.    Governing Documents; Directors and Officers. The Certificate of
Incorporation and Bylaws of RIC shall be the Certificate of Incorporation and
Bylaws of the Surviving Corporation. The directors and officers in office of the
Surviving Corporation at the Effective Time shall be the members of the Board of
Directors and the first officers of the Surviving Corporation, all of whom shall
hold their directorships and offices until the election and qualification of
their respective successors or until their tenure is otherwise terminated in
accordance with the Bylaws of the Surviving Corporation.

     3.    Conversion of Securities. By virtue of the Merger and with no further
action by any general partner, limited partner or stockholder, the following
shall occur:



<PAGE>   34





           (a) the general and limited partnership interests of RIC in RIL shall
     be cancelled;

           (b) the 0.1% limited partnership interest held by Engles in RIL Shall
     be converted into and exchanged for 1,392 shares of common stock of the
     Surviving Corporation.

     4.    Approvals. By execution of this Agreement, Engles, Kaminski, Beshears
and Davis, as the stockholders of RIC, and RIC and Engles, as the general and
limited partners of RIL, hereby vote for approval of this Agreement and the
Merger, and the execution of this Agreement shall constitute the written
consent of the stockholders of RIC for purposes of the DGCL. RIL and RIC shall
take all such other actions as may be necessary and appropriate to consummate
the Merger.

     5.    Effective Time. RIL and RIC shall execute Certificates of Merger 
which shall then be presented to the Secretaries of State of the States of
Delaware and Texas on the date of this Agreement for filing. Upon such filing,
the Merger shall become effective under the laws of the States of Delaware and
Texas (the "Effective Time").

     IN WITNESS WHEREOF, RIL, RIC, Engles, Kaminski, Beshears and Davis have
executed this Agreement as of the date first above written.

                                                REDDY ICE CORPORATION
                                                By its General Partner
                                                Sparkle Ice Corporation

                                                By:      Gayle O. Beshears
                                                   -----------------------------
                                                Its:     President
                                                    ----------------------------


                                                REDDY ICE CORPORATION

                                                By:      Gayle O. Beshears
                                                   -----------------------------
                                                Its:     President
                                                    ----------------------------


                                                         Gregg L. Engles
                                                --------------------------------
                                                Gregg L. Engles


                                                         Robert L. Kaminski,
                                                --------------------------------
                                                Robert L. Kaminski



                                     - 2 -



<PAGE>   35


                                                           Gayle O. Beshears
                                                --------------------------------
                                                Gayle 0. Beshears


                                                           Graham D. Davis
                                                --------------------------------
                                                Graham D. Davis











                                     - 3 -



<PAGE>   36
                                                                         PAGE 1


                               STATE OF DELAWARE

                                     [LOGO]

                          OFFICE OF SECRETARY OF STATE

                            -----------------------


         I MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER OF "REDDY ICE, LTD.", A LIMITED PARTNERSHIP ORGANIZED AND EXISTING UNDER
THE LAWS OF THE STATE OF TEXAS, MERGING WITH AND INTO "REDDY ICE CORPORATION", 
A DOMESTIC CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF
DELAWARE UNDER THE NAME OF "REDDY ICE CORPORATION" AS RECEIVED AND FILED IN
THIS OFFICE THE TWENTY-NINTH DAY OF SEPTEMBER, A.D. 1992, AT 12 O'CLOCK P.M.

         AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID DOMESTIC
CORPORATION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.


                            * * * * * * * * * * * * *



[DEPARTMENT OF STATE SEAL]
                
       752273065                   /s/  MICHAEL RATCHFORD
                                   ---------------------------------------------
                                   Michael Ratchford, Secretary of State

                                        AUTHENTICATION: *3606823
                                                  DATE:  09/29/1992





<PAGE>   37





                              CERTIFICATE OF MERGER
                                       of
                                 REDDY ICE, LTD.
                          (a Texas limited partnership)
                                      into
                              REDDY ICE CORPORATION
                            (a Delaware corporation)

                UNDER SECTION 263 OF THE GENERAL CORPORATION LAW
                            OF THE STATE OF DELAWARE

     Pursuant to Section 263 of the General Corporation Law of the State of
Delaware, Reddy Ice, Ltd., a Texas limited partnership ("RIL") and Reddy Ice
Corporation (formerly known as Sparkle Ice Corporation), a Delaware corporation
("RIC"), hereby certify to the following information relating to the merger of
RIL with and into RIC (the "Merger").

     1.    The names and states of domicile of RIL and RIC, which are the
constituent entities in the Merger (the "Constituent Entities"), are:

                    NAME OF ENTITY                STATE
                    --------------                -----

                    Reddy Ice, Ltd.               Texas

                    Reddy Ice Corporation         Delaware

     2.    The Agreement of Merger (the "Agreement of Merger") dated as of
September 29, 1992 among RIL, RIC, Gregg L. Engles, Robert L. Kaminski, Gayle O.
Beshears and Graham D. Davis, setting forth the terms and conditions of the
Merger, has been approved, adopted, certified, executed and acknowledged by each
of the Constituent Entities and approved and adopted by the general and limited
partners of RIL and approved and adopted by the stockholders of RIC in
accordance with the provisions of Section 263 of the General Corporation Law of
the State of Delaware.

     3.    RIC shall be the corporation surviving the Merger. The Certificate of
Incorporation of RIC shall be the Certificate of Incorporation of the surviving
corporation.

     4.    The Agreement of Merger is and shall be on file at the principal 
place of business of the surviving corporation, that address being: 3811 Turtle
Creek Boulevard, Suite 1950, Dallas, Texas 75219.

                                     - 1 -



<PAGE>   38





     5.    A copy of the Agreement of Merger shall be furnished by the surviving
corporation, on request and without cost, to any stockholder or any partner of
either Constituent Entity.

     IN WITNESS WHEREOF, this Certificate of Merger has been executed on this
29th day of September, 1992.

                                             REDDY ICE, LTD.
                                             (a Texas limited partnership)
                                             By its General Partner
                                             Reddy Ice Corporation

                                             By: /s/ GREGG L. ENGLES
                                                --------------------------------
                                             Its:     Chairman & CEO
                                                 -------------------------------
ATTEST:

By: /s/ NANCY GREEN
   ------------------------
        Secretary

                                             REDDY ICE CORPORATION
                                             (a Delaware corporation)


                                             By: /s/ GREGG L. ENGLES
                                                --------------------------------
                                             Its:     Chairman & CEO
                                                 -------------------------------
ATTEST:

By: /s/ NANCY GREEN
   ------------------------
        Secretary






                                     - 2 -



<PAGE>   39

                                                                         PAGE 1


                               STATE OF DELAWARE

                                     [LOGO]

                          OFFICE OF SECRETARY OF STATE

                            -----------------------



         I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER OF "SPARKLE ICE II, LTD.", A LIMITED PARTNERSHIP ORGANIZED AND EXISTING
UNDER THE LAWS OF THE STATE OF TEXAS, MERGING WITH AND INTO "SPARKLE ICE
CORPORATION", A DOMESTIC CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF
THE STATE OF DELAWARE UNDER THE NAME OF "SPARKLE ICE CORPORATION" AS RECEIVED
AND FILED IN THIS OFFICE THE TWENTY-EIGHTH DAY OF SEPTEMBER, A.D. 1992, AT 1:15
O'CLOCK P.M.

         AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID DOMESTIC
CORPORATION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.


                              * * * * * * * * * *



[DEPARTMENT OF STATE SEAL]

                                   /s/  MICHAEL RATCHFORD
                                   ---------------------------------------------
                                   Michael Ratchford, Secretary of State

922725276                          AUTHENTICATION:  *3605287

                                             DATE:  09/28/1992




<PAGE>   40





                              CERTIFICATE OF MERGER
                                       of
                              SPARKLE ICE II, LTD.
                          (a Texas limited partnership)
                                      into
                             SPARKLE ICE CORPORATION
                            (a Delaware corporation)

                UNDER SECTION 263 OF THE GENERAL CORPORATION LAW
                            OF THE STATE OF DELAWARE

     Pursuant to Section 263 of the General Corporation Law of the State of
Delaware, Sparkle Ice II, Ltd., a Texas limited partnership ("Limited"), and
Sparkle Ice Corporation, a Delaware corporation ("SIC"), hereby certify to the
following information relating to the merger of Limited with and into SIC (the
"Merger").

     1. The names and states of domicile of Limited and SIC, which are the
constituent entities in the Merger (the "Constituent Entities"), are:

<TABLE>
<CAPTION>

                        NAME OF ENTITY           STATE
                     ----------------------     --------
                     <S>                        <C>
                     Sparkle Ice II, Ltd.       Texas

                     Sparkle Ice Corporation    Delaware
</TABLE>


     2. The Agreement of Merger (the "Agreement of Merger") dated as of
September 28, 1992 among Limited, SIC, Gregg L. Engles and Robert L. Kaminski,
setting forth the terms and conditions of the Merger, has been approved,
adopted, certified, executed and acknowledged by each of the Constituent
Entities and approved and adopted by the general and limited partners of Limited
and approved and adopted by the stockholders of SIC in accordance with the
provisions of Section 263 of the General Corporation Law of the State of
Delaware.

     3. SIC shall be the corporation surviving the Merger. The Certificate of
Incorporation of SIC shall be the Certificate of Incorporation of the surviving
corporation.

     4. The Agreement of Merger is and shall be on file at the principal place
of business of the surviving corporation, that address being: 3811 Turtle Creek
Boulevard, Suite 1950, Dallas, Texas 75219.


                                      - 1 -
<PAGE>   41





     5. A copy of the Agreement of Merger shall be furnished by the surviving
corporation, on request and without cost, to any stockholder or any partner of
either Constituent Entity.

     IN WITNESS WHEREOF, this Certificate of Merger has been executed on this
28th day of September, 1992.

                                                   SPARKLE ICE II, LTD.
                                                   (a Texas limited partnership)
                                                   By its General Partner
                                                   Sparkle Ice Corporation


                                                   By:  /s/ GAYLE O. BESHEARS 
                                                       -------------------------

                                                   Its: President
                                                       -------------------------


ATTEST:


By: /s/ NANCY GREEN
   --------------------------
    Secretary


                                                   SPARKLE ICE CORPORATION
                                                   (a Delaware corporation)


                                                   BY:  /s/ GAYLE O. BESHEARS
                                                       -------------------------

                                                   Its: President
                                                       -------------------------


ATTEST:


By: /s/ NANCY GREEN
   --------------------------
    Secretary


                                     - 2 -
<PAGE>   42
                                                                         
                                                                        PAGE 1

                               STATE OF DELAWARE

                                     [LOGO]

                          OFFICE OF SECRETARY OF STATE

                            -----------------------



         I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER OF "REDDY ICE CORPORATION" MERGING WITH AND INTO "SPARKLE ICE
CORPORATION" UNDER THE NAME OF "REDDY ICE CORPORATION" AS RECEIVED AND FILED IN
THIS OFFICE THE TWENTY-EIGHTH DAY OF SEPTEMBER, A.D. 1992, AT 1:16 O'CLOCK P.M.

         A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO KENT COUNTY
RECORDER OF DEEDS ON THE TWENTY-EIGHTH DAY OF SEPTEMBER, A.D. 1992 FOR
RECORDING.


                              * * * * * * * * * *



[DEPARTMENT OF STATE SEAL]

                                   /s/  MICHAEL RATCHFORD
                                   ---------------------------------------------
                                   Michael Ratchford, Secretary of State


922725277                          AUTHENTICATION:  *3605318

                                             DATE:  09/28/1992
<PAGE>   43





                              CERTIFICATE OF MERGER
                                       of
                              REDDY ICE CORPORATION
                            (a Delaware corporation)
                                      into
                             SPARKLE ICE CORPORATION
                            (a Delaware corporation)

                UNDER SECTION 251 OF THE GENERAL CORPORATION LAW
                            OF THE STATE OF DELAWARE

     Pursuant to Section 251 of the General Corporation Law of the State of
Delaware, Reddy Ice Corporation, a Delaware corporation ("RIC"), and Sparkle Ice
Corporation, a Delaware corporation ("SIC"), hereby certify to the following
information relating to the merger of RIC with and into SIC (the "Merger").

     1. The names and states of incorporation of RIC and SIC, which are the
constituent corporations in the Merger (the "Constituent Corporations"), are:
<TABLE>
<CAPTION>

              NAME OF CORPORATION          STATE
            ----------------------         -----
            <S>                           <C>
            Reddy Ice Corporation         Delaware

            Sparkle Ice Corporation       Delaware
</TABLE>

     2. The Agreement of Merger (the "Agreement of Merger") dated as of
September 28, 1992 among RIC, SIC, Gregg L. Engles and Robert L. Kaminski,
setting forth the terms and conditions of the Merger, has been approved,
adopted, certified, executed and acknowledged by each of the Constituent
Corporations and approved and adopted by the stockholders of each of the
Constituent Corporations in accordance with the provisions of Section 251(c) of
the General Corporation Law of the State of Delaware.

     3. SIC shall be the corporation surviving the Merger. The Certificate of
Incorporation of SIC shall be the Certificate of Incorporation of the surviving
corporation. The Certificate of Incorporation of SIC shall be amended by
changing Article I thereof so that, as amended, such Article reads in its
entirety as follows:

      "The name of the Corporation is Reddy Ice Corporation."

                                     - 1 -


<PAGE>   44





In addition, the Certificate of Incorporation shall be amended by striking
Article IV thereof in its entirety and inserting in its place a new Article IV,
which Article IV would be and read as follows:

     "The total number of shares of capital stock that the
     Corporation shall have the authority to issue is Ten
     Million (10,000,000) shares of common stock, $.01 par
     value per share."

     4. The Agreement of Merger is and shall be on file at the principal place
of business of the surviving corporation, that address being: 3811 Turtle Creek
Boulevard, Suite 1950, Dallas, Texas 75219.

     5. A copy of the Agreement of Merger shall be furnished by the surviving
corporation, on request and without cost, to any stockholder of either
Constituent Corporation.

     IN WITNESS WHEREOF, this Certificate of Merger has been executed on this
28th day of September, 1992.

                                                REDDY ICE CORPORATION
                                                (a Delaware corporation)


                                                By:  /s/ GREGG L. ENGLES
                                                    ----------------------------

                                                Its: Chairman & CEO
                                                    ----------------------------


ATTEST:

By: /s/ NANCY GREEN
   --------------------------
    Secretary


                                                SPARKLE ICE CORPORATION
                                                (a Delaware corporation)


                                                By:  /s/ GREGG L. ENGLES
                                                    ----------------------------

                                                Its: Chairman & CEO
                                                    ----------------------------


ATTEST:

By: /s/ NANCY GREEN
   --------------------------
    Secretary


                                     - 2 -



<PAGE>   45
                                                                         PAGE 1



                               STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE

                        --------------------------------



     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF  "REDDY ICE CORPORATION" FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF 
MARCH, A.D. 1995, AT 9 O'CLOCK A.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY
RECORDER OF DEEDS FOR RECORDING.



                                      /s/ EDWARD J. FREEL 
                          [SEAL]      ---------------------------------------
                                          Edward J. Freel, Secretary of State


2168317   8100                            AUTHENTICATION:   7453657

950067751                                          DATE:   03-28-95



<PAGE>   46
                                                                          PAGE 1

                               STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE

                        --------------------------------

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "REDDY ICE CORPORATION", FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF
MARCH, A.D. 1995, AT 9 O'CLOCK A.M.


                                         /s/ EDWARD J. FREEL              
                             [SEAL]      ---------------------------------------
                                         Edward J. Freel, Secretary of State


2168317   8100                           AUTHENTICATION:   8082036

960245842                                          DATE:   08-27-96






<PAGE>   47



                                                     STATE OF DELAWARE
                                                     SECRETARY OF STATE
                                                  DIVISION OF CORPORATIONS
                                                 FILED 09:00 AM 03/28/1995
                                                    950067751 - 2168317

                            CERTIFICATE OF AMENDMENT
                                        OF
                          CERTIFICATE OF INCORPORATION
                                        OF
                              REDDY ICE CORPORATION

     Reddy Ice Corporation, a corporation organized and existing under the
Delaware General Corporation Law (the "Corporation"),

     DOES HEREBY CERTIFY:

     FIRST: that at a meeting of the Board of Directors of Corporation,
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendments to
be advisable, and directing that said amendments be submitted to the
stockholders of said corporation for their consideration. The resolutions
setting forth the proposed amendments are as follows:

     RESOLVED, that the Board of Directors of the Company hereby adopts,
approves, and declares advisable a proposal to amend the Certificate of
Incorporation of the Company, which proposed amendment would strike in its
entirety Article IV of the Certificate of Incorporation of the Company and
insert in its place a new Article IV, which would be and read as follows:

          "The total number of shares of capital stock that
          the Corporation shall have the authority to issue is 
          One hundred (100) shares of common stock, $.01 par 
          value per share."

     SECOND: that thereafter, stockholders of said corporation holding the
necessary number of shares as required by statute duly adopted and approved said
amendment by written consent pursuant to Section 228 of the Delaware General
Corporation Law.

     THIRD: that said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.

     FOURTH: that said amendment shall be effective at 9:01 a.m. New York time
on Friday, March 31, 1995.

     IN WITNESS WHEREOF, said Reddy Ice Corporation has caused this Certificate
of Amendment to be signed by Gregg L. Engles, its Chairman of the Board and
Chief Executive Officer, and Tracy Noll, its Secretary, this 27th day of March,
1995.

                                     REDDY ICE CORPORATION


                                     By: /s/ Gregg L. Engles
                                        ----------------------------------------
                                        Gregg L. Engles
                                        Chairman of the Board and Chief
                                        Executive Officer

ATTEST:

By: /s/ Tracy Noll 
   -----------------------------------
   Tracy Noll
   Secretary