of
                               SUPREME HOSPITALITY

                            (Formerly Richwood, Inc.)
                           (Formerly Grubstake, Inc.)


THE UNDERSIGNED,  of the age of twenty-one or over, for the purpose of forming a
corporation pursuant to Nevada revised statutes,  Section 78.030 through 78.03 5
do hereby execute the following Certificate of Incorporation:

         FIRST:  The name of the Corporation is: SUPREME  HOSPITALITY  (Formerly
RICHWOOD, INC.) (Formerly GRUBSTAKE, INC.)

         SECOND:  This  Corporation  is to issue  shares  with no par  value per
share.  The  total  number of shares  that may be issued by the  Corporation  is
25,000.

         THIRD:  The Corporation may vest authority in the Board of Directors to
fix and determine if the  Corporation  is to issue more than one or any class of
stock, as provided by NRS 78.195.

         FOURTH:  The number of  Directors  constituting  the  initial  Board of
Directors  shall  be 1 and the  names  and  addresses  of the  Directors  are as
follows:

NAME                              ADDRESS
Anne Angell      3020 West Charleston Boulevard, Las Vegas, NV 89102

         FIFTH:  The capital stock shall not be subject to assessment to pay the
debts of the  Corporation  and no stock  issued as fully  paid-up  shall ever be
assessable or assessed.

         SIXTH:  The names and addresses of the Incorporators are as follows:

NAME                              ADDRESS

Anne Angell      3020 West Charleston Boulevard, Las Vegas, NV 89102


         SEVENTH:  The  duration  of the  Corporation  shall  be  for a term  of
unlimited year.

         EIGHTH:  The  directors or officers of the  Corporation,  Frances Brush
Ruggieri are to have  eliminated  personal  liability  for damages for breach of
fiduciary duty as directors or officers except acts or omissions which involves:

a) intentional misconduct, fraud of a knowing violation of law or

b) the payment of dividends in violation of NRS 78.300.

         NINTH: The address and name of the resident agent is:

NAME                                  ADDRESS
Nevada Legal Forms     3020 West Charleston Blvd.
                       Las Vegas Nevada, 89102

         TENTH: The effective date of the Certificate of Incorporation  shall be
upon filing.


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<PAGE>


         ELEVENTH The purpose or purposes for which the Corporation is organized
are:

To engage in any lawful act or activity for which corporations may be organized.
To represent vendors, manufacturers, importers, sellers, dealers of any kind for
the purpose of to sell, distribute,  advertise,  import, export their product to
all  trades  in all  territories  in the  world.  To  purchase,  take,  receive,
subscribe  for, or  otherwise  acquire,  buy;  sell,  exchange,  grow,  produce,
manufacture,  process, market, export, import, handle, store,  distribute,  own,
hold, vote, use, employ, sell, mortgage, store, distribute and otherwise deal in
any and all articles of any of all  different  products,  both at wholesale  and
retail, and acquire, construct,  maintain, operate, buy, sell, lend, pledge, and
deal in and with stores selling such goods,  wares and merchandise.  to acquire,
construct,  establish,  maintain,  operate or sell or dispose of any  factories,
plants,  warehouses,  machinery  and  equipment,  markets,  stores,  depots  and
gathering  and delivery  routes and systems for such purpose in any state of the
United States of America or the District of Columbia or any foreign country

To engage in the business of bottling all foods,  liquids,  liquors,  beverages,
and  fluids  that may  legally  be  possessed,  bottled  and  sold,  to sell and
distribute  such food and drinks when bottled;  to purchase or manufacture  such
food,  liquors,  or both; to manufacture,  buy, sell, import,  and export,  such
bottled foods,  liquids, and liquors and the bottles in which they are contained
as well as the case necessary to hold such bottles in distribution

To generally  deal in any and all  articles of food,  food  products,  household
products, groceries, dairy products, wines, liquors, beverages of all kind, meat
and meat  products,  vegetables  and vegetable  products,  provisions,  produce,
poultry,  fish,  game,  and food  supplies of all kind,  both at  wholesale  and
retail, and any other articles

To  manufacture,  process,  purchase,  sell, and generally trade and deal in and
with goods,  commodities,  wares,  and  merchandise  of every  kind,  nature and
description;  to produce, raise, grow, process, and deal in and with any product
of every  nature,  whether  products  of plants,  animals or trees;  to produce,
raise, catch, cake, process,  and deal in and with fish, sea foods, and maritime
products of every nature; to produce, raise, grow, cut, process, and deal in and
with timber and forest products of every nature; to extract,  mine for, process,
and deal in and with mineral products of every nature; to own, operate and carry
on a transportation  business as a private,  contract,  or common carrier by any
means of transportation whatsoever; to engage and participate in any mercantile,
manufacturing,  industrial, trading, agricultural, fishing, lumbering, maritime,
mining, oil mining, or mineral  extractive,  or transportation.  Business of any
kind or  character  whatsoever;  to build,  equip,  and operate  any  buildings,
apartment  houses,   structures,   condominiums,   factories,   warehouses,   or
facilities,  either  for  its own use and  occupancy  or for  renting,  leasing,
letting,  and operating to others; and to do any and every act or acts, thing or
things  necessary  or incident to,  growing out of, or connected  with the usual
conduct of such businesses, or any of them, or of any part of parts thereof, for
the accomplishment of arty of such purposes.

         Primarily to purchase,  own, and hold the stock of other  corporations,
and to do every act and  thing  covered  generally  by the  domination  "holding
corporation,"  and  especially to direct the  operations  of their  corporations
through the ownership of stock therein;  to purchase,  subscribe  for,  acquire,
own, hold, sell exchange, assign, transfer, create security interests in, pledge
or otherwise dispose of shares or voting trust  certificates,  for shares of the
capital stock or any bonds,  notes,  securities,  or evidences of  indebtedness,
created by state or district or country, nation, or government and also bonds or
evidences  or  indebtedness  of the  United  States or of any  state,  district,
territory,  dependency  or country or nation,  or  government  and also bonds or
evidences  or  indebtedness  of  the  United  States  of  any  state,  district,
territory, dependency or country or subdivision or municipality thereof to issue
in  exchange  therefore  shares of the capital  stock,  bonds,  notes,  or other
obligations of the  Corporation  and while the owner thereof to exercise all the
rights,  powers, and privileges of ownership  including the right to vote on any
shares of stock or voting trust  certificates so owned;  to promote.  lend money
to,  and  guarantee  the  dividends,   stocks,   bonds,   notes,   evidences  of


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<PAGE>

indebtedness,  contracts,  or other  obligations,  of and  otherwise  aid in any
manner which shall be lawful, any corporation or association of which any bonds,
stocks,  voting  trust  certificates,   or  other  securities  or  evidences  of
indebtedness shall by or for this corporation, or in which, or in the welfare of
which, this Corporation shall stave any interest,  and to do any acts and things
permitted  by law and  designed to protect,  preserve,  improve,  or enhance the
value  of  any  such  bonds,   stocks,  or  other  securities  of  evidences  of
indebtedness or the property of this Corporation.

         To erect, construct, establish, purchase, lease, and otherwise acquire,
and to hold, use, equip, outfit, supply, service,  maintain,  operate, sell, and
otherwise dispose of, restaurants,  inns, taverns,  cafes,  cafeterias,  grills,
automats,   buffets,   diners,   delicatessens,   lunch  rooms,   coffee  shops,
luncheonettes,  ice cream  parlors,  milk bars,  candy stores,  soda  fountains,
bakeries,  kitchens,  bars, saloons,  cocktail lounges,  banquet halls, catering
establishments,   concessions,   and  other  eating  and  drinking   places  and
establishments of every kind and description,  and checkrooms,  newsstands,  and
cigar,  cigarette,  arid tobacco stands and stores, and generally to conduct the
business  of  restauranteurs,   caterers,  innkeepers,   tobacconists,   balers,
butchers, cooks, concessionaires,  and purveyors, suppliers, preparers, servers,
and dispensers of food and drink,  and to engage in all activities to render all
services,  and to buy, sell, use, handle,  and deal in all fixtures,  machinery,
apparatus,  equipment,  accessories, tools, materials, products, and merchandise
incidental or related thereto, or of use therein.

         To manufacture,  produce, treat, purchase, and otherwise acquire, cook,
bake, and otherwise prepare,  can, bottle, and otherwise package,  and exchange,
distribute,  sell and  otherwise  dispose of,  handle,  market,  store,  import,
export, drat and trade in and with confections, extracts, syrups, food, and food
products of every kind and description, coffee, tea, cocoa, wines, liquors, ale,
beer,  sodas; and other drinks and beverages of every kind and description,  ice
cubes, crushed and block ice, cigars, cigarettes, tobacco, and smoking supplies;
and products,  books,  newspapers,  magazines,  and other publications,  and all
similar, kindred, and allied articles, products and merchandise.

         To acquire, by purchase, take, receive, lease, own, hold, improve, use,
exchange,  or otherwise,  all or any part of or any interest in, the properties,
assets, business, and goodwill of any one or more persons, firms,  associations.
or  corporations,  heretofore  or hereafter  engaged in any business for which a
corporation  may now or hereafter be organized  under the laws of this state; to
pay fur the same in cash, property,  or its own To !end money and use its credit
to assist its employees.  To lend money for its corporate  purposes,  invest and
reinvest its fund, and take and hold real and personal  property as security for
the payment of funds so loaned or invested.

         To carry on its  operations and conduct  business in any state,  in the
District of Columbia,  and in any  territory,  dependency,  or possession of the
United States, and in any foreign country

         To act for itself or others and  represent  others in the  development,
promotion,  exploitation, and marketing of new devices and ideas with respect to
any  merchantable  product and for such  purpose to engage  in any  advertising,
circularization,  and all other lawful means of public education adopted to that
end.

         To purchase,  hold,  cancel,  reissue,  sell,  exchange,  transfer,  or
otherwise deaf in its own shares from time to time to such an extent and in such
manner and upon such terms as the Board of  Directors of the  Corporation  shall
determine;  provided that this Corporation  shall determine;  provided that this
Corporation  shall not use its funds or  property  for the  purchase  of its own
shares when such use would cause any  impairment  of its capital,  except to the
extent  permitted by law, and  provided  further that shares of the  Corporation
belonging to it shall not be voted upon directly or indirect. To invest and deal
with the funds of this Corporation in any manner,  and to acquire by purchase or
otherwise  the  stocks,  bonds,  notes,  debentures,  and other  securities  and
obligations of any government, state, municipality, corporation, association, or


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<PAGE>

partnership,  domestic or foreign  and;  while owner of any such  securities  or
obligations, to exercise all the right to vote thereon for any and all purposes.

         To sue and be sued, complain and defend, in its Corporate name.

         Nothing contained in this Certificate of incorporation  shall be deemed
to authorize or permit this Corporation to carry on any business, or to exercise
any  power,  or to do any act which a  corporation  formed  under  the  Business
Corporation law of this State may not at the time lawfully carry on or do.

         To  borrow  money at such  rates of  interest  as the  Corporation  may
determine and contract debts; to make, issue, and dispose of bonds,  debentures,
issue and dispose of notes and other obligations,  secured or unsecured;  and to
make arty lawful contract of guaranty, surety-ship or of any kind whatsoever, in
connection  with, or in aid of, any  corporation or other  organizations  any of
whose  securities  this  Corporation  owns or in which this  Corporation  has an
interest; to secure contracts,  obligations,  and liabilities of any thereof, in
whole or in part, by mortgagee,  deed of trust,  creation of security  interests
in, pledge,  or other lien, upon any or all of the property of this  Corporation
wheresoever situated, acquired or to be acquired

         To pay pensions and establish  pension plans,  pension  trusts,  profit
sharing plans, stock bonus plans and other incentive plans for any or all of its
directors, officers, and employees. To be a promoter, partner, member/associate,
or manager of any partnership, joint venture, trust or other enterprise.

         To have and exercise all powers  necessary or  convenient to effect its
purposes.

         To elect or appoint  officers and agents of the  corporation and define
their  duties and fix their  compensation  To organize or cause to be  organized
under  the  laws of any  state  of the  United  States,  or of the  District  of
Columbia, or of any territory, dependency or possession of the United States, or
of any  foreign  country,  a  corporation  or  corporations  for the  purpose of
transacting,  promoting,  or  carrying on any and all of the objects or purposes
for  which  this  Corporation  is  organized,  and to  dissolve,  wind  up,  and
liquidate,  merger or consolidate  and such  corporation or  corporations  or to
cause the same to be dissolved, wound up, liquidated, merged or consolidated

         Nothing contained in this Certificate of Incorporation  shall be deemed
to  authorize  or  permit,  this  corporation  to carry on any  business,  or to
exercise  any  power,  or to do any act  which a  corporation  formed  under the
Corporation Laws of this State may not at the time carry on or lawfully do.



                                INCORPORATOR PAGE

         TWELFTH: 111270 A Corporate notary acknowledgment as follows
Name and address of each of the incorporators signing the articles

NAME                                ADDRESS

Anne Angell           3020 West Charleston Boulevard, Las Vegas, NV 89102


         IN WITNESS  WHEREOF,  the undersigned  Incorporator  has executed these
Articles of Incorporation this 30th day of October, 1997.


--------------------

Signature of Incorporator

         On this 30th day of October,  1997,  personally appeared,  fired before
me, a Notary Public,  Anne Angell,  who acknowledged to me that she executed the
foregoing Articles of Incorporation of GRUBSTAKE, INC.

                                Notary Signature

                                  NOTARY PUBLIC

                                 STATE OF NEVADA

                                  County Clerk

                                  Eleanor June Engebretson

NOV 10 1997


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<PAGE>



                    CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
                    BY RESIDENT AGENT FOR SERVICE OF PROCESS

IN THE MATTER OF SUPREME HOSPITALITY

         I, Nevada Legal  Forms,  Inc.,  hereby  certify that on the 30th day of
October,  1997,  1 accepted  the  appointment  as Resident  Agent for Service of
Process.

         FURTHERMORE,  that the  office  for the agent of  service of process in
this  state is  located  at 3020 West  Charleston  Boulevard,  City of Las Vegas
County of Clark State of Nevada, Zip Code 89102

         IN  WITNESS  WHEREOF,  I have  hereunto  set my hand  this  30th day of
October 1997.




/s/ Dean Heller
    -----------
    Dean Heller


Secretary of State
STATE OF NEVADA










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<PAGE>



ARTICLES OF INCORPORATION
 STATE OF NEVADA
Secretary of State
Filed November 10, 1997

Name of Corporation:  Supreme Hospitality (Formerly Richwood, Inc.)
                                          (Formerly Grubstake, Inc.)

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

Number of Shares the corporation is authorized to issue:

50,000,000 Common
 1,000,000 Preferred

Governing Board shall be styled as Directors.
Board of Directors shall consist of 1 member, Larry W. Lang.

Signature of Incorporators:  The names and address of each
Incorporator signing the articles:

/s/ Larry W. Lang
-----------------------
41919 Skywood Drive
Temecula, CA 92591-1877






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