EXHIBIT 3.6

                          MEMORANDUM OF ASSOCIATION AND
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               COTT HOLDINGS INC.

1.       The name of the Company is COTT HOLDINGS INC.


2.       The purpose of the Company is to engage in any lawful act or activity
for which bodies corporate may be organized under the General Corporation Law of
Delaware (the "GCL") and the Companies Act of Nova Scotia (the "NOVA SCOTIA
ACT") respectively and there are no other restrictions on the objects and powers
of the Company. In furtherance of and not in limitation of the foregoing, the
Company shall expressly have the following powers:

         (1)      to sell or dispose of its asset and undertaking, or a
                  substantial part thereof;
         (2)      to distribute any of its property in specie among its members;
                  and
         (3)      to amalgamate or merge with any company or other body of
                  persons.

3.       The authorised capital of the company, and the total number of shares
which the Company shall have authority to issue, shall consist of 1,000 common
shares , no par value.


4.       The address of the registered office of the Company in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name of its registered agent at that address is The Corporation Trust
Company.


5.       The liability of the members (stockholders) is limited.


6.       In furtherance and not in limitation of the powers conferred by
statute, the members (stockholders) and directors of the Company are expressly
authorized to make, alter or repeal instruments which shall constitute by-laws
of the Company for the purpose of the GCL (and are enacted as such) and articles
of association of the Company for the purpose of the Nova Scotia Act (and are
enacted as such) and no such instrument shall be effective until enacted as so
described in accordance with the GCL and the Nova Scotia Act.


7.       Meetings of the members (stockholders) may be held within or without
the State of Delaware or the Province of Nova Scotia, as the Articles of
Association/By-laws may provide. Subject to the GCL and the Nova Scotia Act the
Company's books may be kept at such place or places, within or without the State
of Delaware or the Province of Nova Scotia, as may be designated by the Board of
Directors from time to time or in the Articles of Association/By-laws. Elections
of directors need not be by written ballot.



8.       The Company reserves the right to amend, alter, change or repeal this
Memorandum of Association and Amended and Restated Certificate of Incorporation
or any provision thereof, in the manner and to the extent prescribed and
permitted by the GCL and the Nova Scotia Act, and all rights of members
(stockholders) are granted subject to this reservation.


9.       No director shall be personally liable to the Company or any of its
members (stockholders) for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the GCL or the Nova Scotia Act as the same exists
or may hereafter be amended. If the GCL or the Nova Scotia Act is amended
hereafter to authorize the further elimination or limitation of the liability of
directors, then the liability of a director of the Company shall be eliminated
or limited to the fullest extent authorized by the GCL and the Nova Scotia Act,
as so amended. Any repeal or modification of this provision by the stockholders
of the Company shall not adversely affect any right or protection of a director
of the Company existing at the time of such repeal or modification with respect
to acts or omissions occurring prior to such repeal or modification.