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                              CERTIFICATE OF MERGER
                                       OF
                         BARHILL ACQUISITION CORPORATION
                            (A DELAWARE CORPORATION)
                                      INTO
                          AQUA VIE BEVERAGE CORPORATION
                            (A DELAWARE CORPORATION)

                     Pursuant to Section 251 of the General
                    Corporation Law of the State of Delaware

           AQUA VIE BEVERAGE CORPORATION, a Delaware corporation, hereby
certifies as follows:

           FIRST: The names and jurisdictions of the constituent corporations
are Barhill Acquisition Corporation, a Delaware corporation, and Aqua Vie
Beverage Corporation, a Delaware corporation.

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

           THIRD: The Merger Agreement has been approved by action by unanimous
consent of the Board of Directors of the constituent corporations on August 31,
1999, and by written consent without a meeting of a majority of the shareholders
of the constituent corporations dated August 31, 1999.

           FOURTH: The surviving corporation is Aqua Vie Beverage Corporation
(the "Surviving Corporation").

           FIFTH: The Certificate of Incorporation of Aqua Vie in effect as of
the date and time of filing of this Certificate of Merger shall be the
Certificate of Incorporation of the Surviving Corporation and pursuant to the
Delaware General Corporation Law shall be amended by the changes set forth in
the Merger Agreement to include an increase in its authorized common stock, to
permit increases or decreases in the authorized number of shares of a class
without class approval, and to elect not to be governed by the provisions of
Section 203 of the Delaware General Corporation Law, as follows:

                               ARTICLE FOURTH: The first complete sentence of
                     Article Fourth of the Certificate of Incorporation of AQUA
                     VIE BEVERAGE CORPORATION shall be amended to read as
                     follows:

                               "The aggregate number of shares of common stock
                               which the corporation shall have authority to
                               issue is One Hundred Twenty Million, $.001 par
                               value per share".

                               ARTICLE FOURTH: Article Fourth is further amended
                     to add a new Subsection D which shall provide as follows:
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Certificate of Merger                                                     Page 2

                               "The authorized shares of a class of stock may be
                               increased or decreased without the approval of
                               the shares of that class, but not below the
                               number of shares issued unless a combination
                               shall have occurred."

                               ARTICLE FOURTEENTH: A new Article Fourteenth is
                     added to read as follows:

                               "Section 203 of the Delaware General Corporation
                               Law shall not be applicable to the Corporation."

           SIXTH: An executed copy of the Merger Agreement is on file at the
principal place of business of the Surviving Corporation at 333 South Main
Street, Ketchum, Idaho 83340 and a copy of the Merger Agreement will be
furnished by the Surviving Corporation, on request and without cost, to any
stockholder of either constituent corporation.

           SEVENTH: The authorized capital stock of Aqua Vie Beverage
Corporation, a Delaware corporation, is 50,000,000 shares of common stock, $.001
par value per share of which 21,785,657 shares are issued and outstanding, and
1,000,000 shares of preferred stock, $.001 par value, consisting of 3,897.689
shares of Series A and 4,987.444 shares of Series B issued and outstanding which
shares have voting rights of 7,015,840 and 53,864,395 respectively.

           EIGHTH: This Certificate of Merger shall be effective immediately
upon its filing with the Secretary of State of the State of Delaware.

           IN WITNESS WHEREOF, Aqua Vie Beverage Corporation has caused this
Certificate of Merger to be executed in its corporate name by its President and
attested to by its Secretary on the 31st day of August, 1999.

                                            AQUA VIE BEVERAGE CORPORATION


                                            By:
                                               ---------------------------------
                                               Name:
                                               Title: President

ATTEST:

By:
   ----------------------------------
   Name:
   Title: Secretary