Exhibit 3.7


                       ARTICLES OF ASSOCIATION AND BYLAWS
                                       OF
                               COTT HOLDINGS INC.

                                 INTERPRETATION

1.    In these Articles, unless there be something in the subject or context
      inconsistent therewith:

      (1)   "ACTS" means the Companies Act (Nova Scotia) (the "NOVA SCOTIA ACT")
            and the General Corporation Law of Delaware (the "GCL"), in either
            case as amended from time to time, and "ACT" means either of them as
            context requires;

      (2)   "ARTICLES" means these Articles of Association and Bylaws and all
            amendments hereto which may be properly enacted in accordance with
            the requirements of the GCL for the enactment of bylaws and the
            requirements of the Nova Scotia Act for the enactment of articles of
            association;

      (3)   "BOARD OF DIRECTORS" means the board of directors of the Company;

      (4)   "COMPANY" means the company named above;

      (5)   "DIRECTOR" means a director of the Company;

      (6)   "MEMORANDUM" means the Memorandum of Association and Certificate of
            Incorporation of the Company and all amendments thereto;

      (7)   "MONTH" means calendar month;

      (8)   "NOVA SCOTIA OFFICE" means the registered office of the Company in
            the Province of Nova Scotia;

      (9)   "PERSON" includes a body corporate;

      (10)  "PROXYHOLDER" includes an alternate proxyholder;

      (11)  "REGISTER" means the register of members or stock holders and where
            the context permits includes a branch register of members;

      (12)  "NOVA SCOTIA REGISTRAR" means the Registrar as defined in the Nova
            Scotia Act;

      (13)  "SECRETARY" includes any person appointed to perform the duties of
            the Secretary temporarily;

      (14)  "SHAREHOLDER" means a member as that term is used in the Nova Scotia
            Act in connection with a company limited by shares and means a
            stockholder as that term is used in the GCL;