Exhibit 3.10

                          CERTIFICATE OF INCORPORATION

                                       OF

                                COTT VENDING INC.

         THE UNDERSIGNED, for the purpose of forming a corporation pursuant to
the provisions of the Delaware General Corporation Law, does hereby certify as
follows:

                  FIRST: The name of the Corporation is Cott Vending Inc.

                  SECOND: The address of the Corporation's registered office in
         the State of Delaware is c/o The Corporation Trust Company, 1209 Orange
         Street, Wilmington, Delaware 19801, in the County of New Castle. The
         name of the Corporation's registered agent at such address is The
         Corporation Trust Company.

                  THIRD: 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.

                  FOURTH: The total number of shares of stock which the
         Corporation shall have authority to issue is one thousand (1,000)
         shares, par value $0.01 per share, all of which are of one class and
         are designated as Common Stock.

                  FIFTH: The name and mailing address of the incorporator are as
         follows:

                          Name                     Mailing Address

                      Scott H. Chun           c/o Drinker Biddle & Reath LLP
                                              One Logan Square
                                              18th & Cherry Streets
                                              Philadelphia, PA  19103-6996

                  SIXTH: In furtherance and not in limitation of the general
         powers conferred by the laws of the State of Delaware, the Board of
         Directors is expressly authorized to make, alter or repeal the Bylaws
         of the Corporation, except as specifically otherwise provided therein.






                  SEVENTH: A director of the Corporation shall have no personal
         liability to the Corporation or its stockholders for monetary damages
         for breach of fiduciary duty as a director except to the extent that
         Section 102(b)(7) (or any successor provision) of the Delaware General
         Corporation Law, as amended from time to time, expressly provides that
         the liability of a director may not be eliminated or limited. No
         amendment or repeal of this paragraph SEVENTH shall apply to or have
         any effect on the liability or alleged liability of any director of the
         Corporation for or with respect to any acts or omissions of such
         director occurring prior to such amendment or repeal.

                  IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinabove named, does hereby execute this Certificate of Incorporation this
18th day of December, 2001.


                                               /s/ Scott H. Chun
                                         ---------------------------------------
                                         Scott H. Chun, Incorporator








                                      -2-