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                                    AMENDED
                              CERTIFICATE OF MERGER

                         AQUA VIE BEVERAGE CORPORATION-S
                             a Delaware Corporation
                                      INTO

                          AQUA VIE BEVERAGE CORPORATION
                             a Delaware Corporation


It is hereby certified that:

1.      The constituent business corporations participating in the merger herein
        certified are:

        a.      Aqua Vie Beverage Corporation, which is incorporated under the
                laws of the State of Delaware;

        b.      Aqua Vie Beverage Corporation-S, which is also incorporated
                under the laws of the State of Delaware, is an indirect wholly
                owned subsidiary of the above constituent corporation.

2.      Aqua Vie Beverage Corporation-H, which is also incorporated under the
        laws of the State of Delaware, is a direct wholly owned subsidiary of
        the above constituent corporation, and is a party to this merger
        agreement.

3.      An Agreement and Plan of Merger has been approved, adopted, certified,
        executed and acknowledged by each of the aforesaid constituent
        corporations in accordance with the provisions of subsection (b) of
        Section 251 of the General Corporation Law of the State of Delaware.

4.      The name of the surviving corporation is BEVA CORPORATION

5.      The Articles of Incorporation and By-laws of Aqua Vie Beverage
        Corporation, as now in force and effect, shall continue to be the
        Articles of Incorporation of said surviving corporation. However,
        pursuant to Section 251(g) of the General Corporate Law of Delaware,
        said Articles shall be amended to include a new Article XIV
        "Shareholders Approval" as follows:

                 Any act or transaction by or involving this corporation which
                 action requires shareholder approval under this Certificate of
                 Incorporation or under the General Corporation Law of Delaware,
                 must, pursuant to section 251(g) of the General Corporation Law
                 of Delaware, also require, in addition, the

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                approval of the stockholders of the holding company, Aqua Vie
                Beverage Corporation Holding, or any successor by merger, by the
                same vote as is required by the Certificate of Incorporation of
                this Corporation and/or by the General Corporation Law of
                Delaware.

               Said Articles of Aqua Vie Beverage Corporation shall be further
amended as follows:

                (2)     To Change the name of the Corporation after the merger
                        is effected to BEVA CORPORATION

                (3)     To reduce the authorized Capital of the Corporation to
                        100,000 Common Shares and 10,000 Shares Each of
                        Preferred Shares Series A and Series B and Series C.

6.      The Articles of Incorporation of Aqua Vie Beverage Corporation-H shall
        be amended as follows:

        (1)     The name thereof shall be changed to Aqua Vie Beverage
                Corporation.

        (2)     The Registered Agent, Registered Office, and initial Director
                and Incorporator shall remain the same, in all other respects
                the Articles shall be conformed to be those of Aqua Vie Beverage
                Corporation immediately prior to the Merger (except for the name
                and such other matters as may be permitted by Sec. 251(g) of the
                Delaware Corporate Code).

7.      The executed Agreement and Plan of Merger between the aforesaid
        constituent corporations is on file at Aqua Vie Beverage Corporation 191
        Sun Valley Rd., PO Box 5569, Ketchum, Idaho 83340

8.      A copy of the Merger Plan will be provided to any shareholder of any
        constituent corporation without cost.

9.      The effective date of the merger will be on the date of filing of this
        Certificate of Merger with the Delaware Secretary of State.


                                            AQUA VIE BEVERAGE CORPORATION-S,
                                            a Delaware corporation
                                                 /S/ Thomas J. Gillespie
                                            ------------------------------------
                                            Thomas J. Gillespie, President

                                            ATTEST:



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 /S/ John Cooper
---------------------------
 John Cooper, Secretary


                               AQUA VIE BEVERAGE CORPORATION,  .
                               a Delaware corporation



                               /S/ Thomas J.Gillespie
                               ---------------------------------
                               Thomas J. Gillespie, President

ATTEST:



/S/ John Cooper
---------------------------
John Cooper, Secretary



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