MINUTES OF SPECIAL BOARD OF DIRECTORS MEETING

                                       OF

                                 RICHWOOD, INC.

                              A Nevada corporation

         A special meeting of the Board of Directors of Richwood,  Inc. was held
on April 17, 2000, at 2:00 P.M., at 3020 West Charleston Boulevard,  in the City
of Las Vegas, in the State of Nevada.

         The following  director(s)  was/were  present and  participated  in the
meeting, being all the directors:

                         Anne Angell, outgoing Director
                          Larry Lang, incoming Director

         Also present was:

                         Anne Angell, outgoing President
                      Anne Angell, outgoing Vice-President
                         Anne Angell, outgoing Secretary
                         Anne Angell, outgoing Treasurer
                         Larry Lang, incoming President
                       Larry Lang, incoming Vice-President
                         Larry Lang, incoming Secretary
                         Larry Lang, incoming Treasurer

being all the officers of the corporation.

         Larry Lang, incoming President of the Corporation, acted as Chairman of
the meeting,  and Larry Lang,  incoming  Secretary of the Corporation,  acted as
Secretary of the meeting.

         The  Secretary  of the  meeting,  presented  a waiver  of notice of the
meeting,  signed by all the  Directors,  and was  directed to file the waiver of
notice with the meeting minutes.

         The Chairman announced that a quorum of the directors was present,  and
that the  meeting,  having  been duly  convened,  was ready to proceed  with its
business.

         The minutes of the meeting of the Directors held on March 2, 2000, were
read  and  approved,  and  reports  of the  officers  reviewed.  There  being no
discussion,  upon motion duly made, seconded and carried, all actions undertaken
by  the   Officers   since  the  last   Meeting   were   ratified  and  approved
unconditionally by the Board. The meeting then moved on to future business.


         Upon motion duly made, seconded and carried, the following  resolutions
were adopted:

         RESOLVED,  that the directors  accept the  resolution  for amending the
Articles of  Incorporation  to change the name of the Corporation from Richwood,
Inc. Supreme Hospitality,


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         RESOLVED  that the  directors  accept the  resolution  for amending the
second article of the Articles of Incorporation to read "This  corporation is to
issue  shares  with  $0.0001 par value.  The total  number of shares that may be
issued by the corporation is 50,000,000 common and 1,000,000 preferred shares of
stock."

         RESOLVED to forward split the company's issued common stock 40 to one.

         RESOLVED,  that the resignations of Anne Angell, as outgoing President,
Anne Angell, as outgoing Vice-President, Anne Angell, as outgoing Secretary, and
Anne Angell, as outgoing Treasurer be and are accepted and further,

         RESOLVED,  that the replacing of Anne Angell with Larry Lang as the new
President,   the   replacing   of  Anne  Angell  with  Larry  Lang  as  the  new
Vice-President,  the  replacing  of  Anne  Angell  with  Larry  Lang  as the new
Secretary, and the replacing of Anne Angell with Larry Lang as the new Treasurer
of Richwood, Inc., is accepted.

         RESOLVED,  that all expenses  incurred by Directors  who attended  this
corporate  special  meeting,   including   transportation,   food,  lodging  and
incidentals shall be reimbursed by the Treasurer upon presentation of an expense
statement and paid receipts.

         Any attached  resolutions  were then presented to the meeting,  and the
directors took the appropriate actions.

There  being no  further  business  to be  transacted,  upon  motion  duly made,
seconded and carried, the meeting was adjourned.

                            Larry W. Lang, Secretary

         I (We) the undersigned Director(s) of Richwood, Inc. hereby approve the
contents of the foregoing minutes from the meeting held on April 17, 2000.

                             -----------------------
                             Larry W. Lang, Director





         PROFIT ANNUAL LIST OF OFFICERS,  DIRECTORS  AND RESIDENT  AGENT OF FILE
NUMBER

         SUPREME HOSPITALITY

A Nevada Corporation
  ------

The corporation's duly appointed resident agent in the State of Nevada upon whom
process can be served is:

Nevada Legal Forms & Books,  Inc.,  3020 West  Charleston  Blvd.,  Las Vegas, NV
89102.

If agent  information  has changed,  please see attached  instructions on how to
obtain the appropriate form.

Important:  Read instructions before completing and returning this form.

1.   Print or type names and  addresses,  either  residence  or business for the
     officers and directors. A president,  secretary, treasurer and at least one
     director  must be  named.  Have an  officer  sign this  form.  FORM WILL BE
     RETURNED IF UNSIGNED.


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2.   If there are additional directors attach a list of them to this form.

3.   Return the  completed  form with the 96 filing fee. A $15  penalty  must be
     added for  failure  to file  this  form by the last day of the  anniversary
     month in the incorporation/registration with this office.

4.   Make your check payable to the Secretary of State.
NAME                                   TITLE(S)
Larry Lang                             PRESIDENT



          STREET ADDRESS

       3020 West Charleston            Las Vegas, Nevada        89102

NAME                                   TITLE(S)
Larry Lang                             SECRETARY


       3020 West Charleston,           Las Vegas, Nevada        89102

NAME                                   TITLE(S)
Larry Lang                             Treasurer

       3020 West Charleston,           Las Vegas,  Nevada       89102

NAME                                   TITLE(S)

Larry Lang                             DIRECTOR

       3020 West Charleston            Las Vegas, Nevada        89102




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