MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
             CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
-------------------------------------------------------------------------------
                                       (FOR BUREAU USE ONLY)
Date Received
 DEC 15 1997                                  FILED
                                            DEC 17 1997


                                          Administrator
                                  MI DEPT OF CONSUMER & INDUSTRY SERVICES
                             CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU


William Barish
6029 East Fourteen Mile Road
Sterling Heights, Michigan    48312                  EFFECTIVE DATE:

Document will be returned to the name and address you enter above


                                                                      477-849
                          ARTICLES OF INCORPORATION
                   For use by Domestic Profit Corporations
         (Please read information and instructions on the last page)


Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned
corporation executes the following Articles:

ARTICLE I
  The name of the corporation is:
                     SUBperior Distribution Systems, Inc.


ARTICLE II

The purpose or purposes for which the corporation is formed is to engage in
any activity within the purpose for which corporations may be formed under
the Business Corporation Act of Michigan.



ARTICLE III

The total authorized shares:
1. Common Shares 60,000
                 -------------------------------------------------------------
    Preferred   
    Shares       -------------------------------------------------------------
2. A statement of all or any of the relative rights, preferences and
   limitations of the shares of each class is as follow:



ARTICLE IV

1. The address of the registered office is:
    6029 East Fourteen Mile Road, Sterling Heights, Michigan 48132

2. The mailing address of the registered office, if different than above:

--------------------------------------------------  Michigan    -----------
(Street Address or P.O. Box)         (City)                     (Zip Code)

3. The name of the resident agent at the registered office is:  
    Vincent J. Tatone



ARTICLE V

The name(s) and address(es) of the incorporator(s) is (are) as follows:

Name                                                                  
Tubby's Sub Shops, Inc., a Michigan Corporation ID # 081-802
                                                            
                                                            
Residence or Business Address
6029 East Fourteen Mile Road 
 Sterling Heights, MI 48312  

ARTICLE VI (Optional, Delete if not applicable)

   When a compromise or arrangement or a plan of reorganization of this
   corporation is proposed between this corporation and its creditors or any
   class of them or between this corporation and its shareholders or any
   class of them, a court of equity jurisdiction within the state, on
   application of this corporation or of a creditor or shareholder thereof,
   or on application of a receiver appointed for the corporation, may order a
   meeting of the creditors or class of creditors or of the shareholders or
   class of shareholders to be affected by the proposed compromise or
   arrangement or reorganization, to be summoned in such manner as the court
   directs. If a majority in number representing 3/4 in value of the
   creditors or class of creditors, or of the shareholders or class of
   shareholders to be affected by the proposed compromise or arrangement or a
   reorganization, agree to a compromise or arrangement or a reorganization
   of this corporation as a consequence of the compromise or arrangement, 
   the compromise or arrangement and the reorganization, if sanctioned by 
   the court to which the application has been made, shall be binding on 
   all the creditors or class of creditors, or on all the shareholders 
   or class of shareholders and also on this corporation.


ARTICLE VII (Optional, Delete if not applicable)

   Any action required or permitted by the Act to be taken at an annual or
   special meeting of shareholders may be taken without a meeting, without
   prior notice, and without a vote, if consents in writing, setting forth
   the action so taken, are signed by the holders of outstanding shares
   having not less than the minimum number of votes that would be necessary
   to authorize or take the action at a meeting at which all shares entitled
   to vote on the action were present and voted. The written consents shall
   bear the date of signature of each shareholder who signs the consent. No
   written consents shall be effective to take the corporate action referred
   to unless, within 60 days after the record date for determining
   shareholders entitled to express consent to or to dissent from a proposal
   without a meeting, written consents dated not more than 10 days before the
   record date and signed by a sufficient number of shareholders to take the
   action are delivered to the corporation. Delivery shall be to the
   corporation's registered office, its principal place of business, or an
   officer or agent of the corporation having custody of the minutes of the
   proceedings of its shareholders. Delivery made to a corporation's
   registered office shall be by hand or by certified or registered mail,
   return receipt request.

   Prompt notice of the taking of the corporate action without a meeting by 
   less than unanimous written consent shall be given to shareholders who have
   been entitled to notice of the shareholders meeting if the action had been 
   taken at a meeting and who have not consented in writing.

Name of person or organization             Preparer's name and business
remitting fees:                            telephone number:

------------------------------            -----------------------------
                                          (    )
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                         INFORMATION AND INSTRUCTIONS

1.  The articles of incorporation cannot be filed until this form, or a
    comparable document is submitted.

2.  Submit one original of this document. Upon filing, the document will be
    added to the records of the Corporation, Securities and Land Development
    Bureau. The original will be returned to the address in the box on the
    front as evidence of filing.

    Since this document will be maintained on optical disk media, it is
    important that the filing be legible. Documents with poor black and white
    contrast, or otherwise illegible, will be rejected.

3.  This document is to be used pursuant to the provisions of Act 284, P.A.
    of 1972 by one or more persons for the purpose of forming a domestic
    profit corporation.

4.  Article I -- The corporate name of a domestic profit corporation is
    required to contain one of the following words or abbreviations:
    "Corporation", "Company", "Incorporated", "Limited", "Corp.", "Co.",
    "Inc.", or "Ltd.".

5.  Article II -- State, in general terms, the character of the particular
    business to be carried on. Under section 202(b) of the Act, it is
    sufficient to state substantially, alone or with specifically enumerated
    purposes, that the corporation may engage in any activity within the
    purposes for which corporations may be formed under the Act. The Act
    requires, however, that educational corporations state their specific
    purposes.

6.  Article III -- Indicate the total number of shares which the corporation
    has authority to issue. If there is more than one class or series of
    shares, state the relative rights, preferences and limitations of the
    shares of each class in Article III(2).

7.  Article IV -- A post office box may not be designated as the address of
    the registered office.

8.  Article V -- The Act requires one or more incorporators. Educational
    corporations are required to have at least three (3) incorporators. The
    address(es) should include a street number and name (or other
    designation), city and state.

9.  The duration of the corporation should be stated in the articles only if
    not perpetual.

10. This document is effective on the date endorsed "filed" by the Bureau. A
    later effective date, no more than 90 days after the date of delivery,
    may be stated as an additional article.

11. The articles must be signed in ink by each incorporator. The names of the
    incorporators as set out in article V should correspond with the
    signatures.

12. FEES: Make remittance payable to the State of Michigan. Include
    corporation name on check or money order.

    NONREFUNDABLE FEE........................................... $10.00
    ORGANIZATIONAL FEE: first 60,000 authorized shares or
    portion thereof ............................................ $50.00
    TOTAL MINIMUM FEE .......................................... $60.00
    ADDITIONAL ORGANIZATION FEE FOR ORGANIZED SHARES OVER 60,000;
        each additional 20,000 authorized share or
          portion thereof.............................   $30.00
        maximum fee per filing for first 10,000,000
          authorized shares........................... $5,000.00
        each additional 20,000 authorized shares or
          portion thereof in excess of 10,000 shares..   $30.00
        maximum fee per filing for authorized shares.. $2,000.00

13. Mail form and fee to:                    The office is located at:

    Michigan Department of Consumer
        & Industry Services                  6545 Mercantile Way
    Corporation, Securities and              Lansing, MI 48910
        Land Development Bureau              Telephone: (517) 334-6302
    Corporation Division
    P.O. Box 30054
    Lansing, MI 48909-7554
<PAGE>
Use space below for additional Articles or for continuation of previous
Articles. Please identify any Article being continued or added. Attach
additional pages if needed.












I, (We), the incorporator(s) sign my (our) name(s) this       day of
                                                        -----
 December            , 1997
         ------------


                                      Tubby's Sub Shops, Inc.
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                                     By: /s/ Robert Paganes
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                                         Robert Paganes

                                      Its:  President
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