OF

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

ARTICLE I. MEETING OF STOCKHOLDERS

Section 1.  Annual  Meeting.  The annual  meeting  of the  stockholders  of this
corporation  shall be held the first  Thursday  in March of each year or at such
other time and place  designated  by the Board of Directors of the  corporation.
Business  transacted  at the  annual  meeting  shall  include  the  election  of
directors of the  corporation.  If the  designated day shall fall on a Sunday or
legal  holiday,  then  the  meeting  shall  be held on the  first  business  day
thereafter.

Section 2. Special Meetings.  Special meetings of the stockholders shall be held
when directed by the President or the Board of Directors,  or when  requested in
writing by the  holders  of not less than  seventy-five  percent(75%  of all the
shares  entitled to vote at the meeting.  A meeting  requested  by  stockholders
shall be  called  for a date not less  than 10 nor more  than 60 days  after the
request is made,  unless the  stockholders  requesting  the meeting  designate a
later date.  The call for the meeting shall be issued by the  Secretary,  unless
the President,  Board of Directors, or stockholders requesting the meeting shall
designate another person to do so.

Section 3. Place.  Meetings of stockholders shall be held at the principal place
of business of the  corporation  or at such other place as may be  designated by
the Board of Directors.

Section 4. Notice. Written notice stating the place, day and hour of the meeting
and, in the case of a special  meeting,  the  purpose or purposes  for which the
meeting is  called,  shall be  delivered  not less than 10 nor more than 60 days
before the  meeting,  either  personally  or by first class  mail,  by or at the
direction of the President,  the Secretary or the officer or persons calling the
meeting to each  stockholder  of record  entitled  to vote at such  meeting.  If
mailed or  deposited  with  other  carrier,  such  notice  shall be deemed to be
delivered  when  deposited  in the United  States  mail or with  other  carrier,
whichever  applicable,  addressed to the stockholder at his or her address as it
appears on the stock transfer books of the corporation,  with postage or deliver
charge thereon prepaid.  If this corporation has been chartered under state laws
which allow for bearer shares, now or in the future, written  notice, signed  by
an officer of the  corporation  or any other person  designated  by the Board of
Directors to sign such notices shall be  personally  delivered to each bearer of
shares  personally  or mailed by first class mail,  postage  pre-paid,  or other
carrier,  to the address of said  stockholder  as it appears in the stock record
book of the  corporation,  or if no such  address  appears,  to the  last  known
address of the last known  holder of the bearer  shares  that does appear in any
corporate  records,  said  notice  to be given not less than 10 nor more than 60
days prior to the meeting  date.  Anytime any notice  whatever is required to be
given under any Article of these By-Laws,  and said notice for any reason is not
given or received by the person(s)  entitled to receive them, a waiver of notice
in writing  shall be signed by the  person(s)  entitled to the notice,  and said
waiver,  whether signed before, after, or at the meeting itself, shall be deemed
proper notice as described above.

Section 5. Notice of Adjourned  Meeting.  When a meeting is adjourned to another
time or place,  it shall not be  necessary  to give any notice of the  adjourned
meeting if the time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken, and at the adjourned  meeting any
business may be transacted  that might have been transacted on the original date
of the meeting. If, however, after the adjournment, the Board of Directors fixes
a new record date for the adjourned  meeting,  a notice of the adjourned meeting
shall be given as provided in this Article to each  stockholder of record on the
new record date entitled to vote at such meeting.

Section 6.  Stockholder  Quorum and Voting. A majority of the shares entitled to
vote,  represented in person or by proxy, shall constitute a quorum at a meeting
of stockholders.

      If a quorum is present,  the affirmative  vote of a majority of the shares
represented  at the meeting and entitled to vote on the subject matter all b the
act the stockholders unless otherwise provided by law. The Secretary of s verify
that all  stockholders  representing  a majority  of the  outstanding  shares of
ownership  are present and have  presented to the  Secretary,  evidence of their
ownership and rights to vote.

                                      -33-
<PAGE>


Section 7.  Voting of Shares.  Each  outstanding  share shall be entitled to one
vote on each matter submitted to a vote at a meeting of stockholders.

Section 8. Proxies. A stockholder may vote either in person or by proxy executed
in writing by the stockholder or his or her duly authorized attorney-in-fact. No
proxy  shall be valid  after the  duration  of 11 months  from the date  thereof
unless  otherwise  provided in the proxy. If this corporation has been chartered
under state laws which allow for bearer shares,  now or in the future,  no proxy
may be voted for bearer shares issued by the corporation. Only holders of bearer
shares  who  actually  attend  a  meeting  will be  counted  toward  numbers  of
stockholders  required to constitute a quorum and  permitted to cast votes.  The
secretary  will  verify  that  authorized  shares  are in  possession  of  those
attending the meetings who aren't shown by name in the corporate  stock transfer
books of the corporation,  and which shares are reflected as "bearer shares". It
will be the responsibility of said owners of bearer shares to keep the Secretary
informed of the proper mailing address to which meeting notices should be sent.

Section 9. Action 1y Stockholders Without a Meeting. Any action required by law,
these Bylaws,  or the Articles of  Incorporation of this corporation to be taken
at any annual or special  meeting of  stockholders,  or any action  which may be
taken at any annual or special meeting of  stockholders,  may be taken without a
meeting,  without  prior  notice and  without a vote,  if a consent in  writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock  having not less than the minimum  number of votes that would be necessary
to  authorize  or take such action at a meeting at which all shares  entitled to
vote thereon were present and voted, as is provided by law.

ARTICLE II. DIRECTORS

Section 1.  Function.  All  corporate  powers shall be exercised by or under the
authority of, and the business and affairs of the  corporation  shall be managed
under the direction of, the Board of Directors.

Section 2.  Qualification.  Directors  need not be  residents  of this state and
stockholders of this corporation.

Section  3.  Compensation.  The  Stockholders  shall have  authority  to fix the
compensation of directors.

Section 4.  Presumption of Assent.  A director of the corporation who is present
at a meeting of the Board of Directors at which action on any  corporate  matter
is taken shall be presumed to have  assented to the action taken unless he votes
against  such action or abstains  from voting in respect  thereto  because of an
asserted conflict of interest.

Section 5. Number. This corporation shall have 1 to 9 directors.

Section 6. Election and Term. Each person named in the Articles of Incorporation
as a member of the initial Board of Directors shall hold office until the annual
meeting of stockholders,  and until his or her successor shall have been elected
and  qualified or until his or her earlier  resignation,  removal from office or
death.

At the annual meeting of stockholders and at each annual meeting  thereafter the
stockholders  shall elect  directors  to hold office  until the next  succeeding
annual  meeting.  Each  director  shall  hold  office for a term for which he is
elected and until his or her successor  shall have been elected and qualified or
until his or her earlier resignation, removal from office or death.

Section 7. Vacancies. Any vacancy occurring in the Board of Directors, including
any vacancy created by reason of an increase in the number of directors,  may be
filled by the affirmative  vote of a majority of the remaining  directors though
less than a quorum of the  Board of  Directors.  A  director  elected  to fill a
vacancy  shall hold office  only until the next  election  of  directors  by the
stockholders.

Section 8. Removal of Directors.  At a meeting of stockholders  called expressly
for that purpose,  any director or the entire Board of Directors may be removed,
with or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors.

Section 9. Quorum and Voting.  A majority  of the number of  directors  fixed by
these bylaws shall constitute a quorum for the transaction of business.  The act
of a majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.

                                      -34-

<PAGE>


Section  10.  Executive  and  Other  Committees.  The  Board  of  Directors,  by
resolution  adopted by a majority of the full Board of Directors,  may designate
from among its members an executive  committee and one or more other  committees
each of which,  to the extent  provided  in such  resolution  shall have and may
exercise all the authority of the Board of  Directors,  except as is provided by
law.

Section  11.  Place of Meeting.  Regular  and  special  meetings of the Board of
Directors shall be held either within or without the State of Nevada.

Section 12. Time, Notice and Call of Meetings.  Regular meetings of the Board of
Directors  shall be held  without  notice  on the call of the  President  or the
Vice-President.  Written notice of the time and place of special meetings of the
Board of  Directors  shall be given to each  director  by either  FAX,  personal
delivery,  telegram  or  cablegram  at least two days  before the  meeting or by
notice mailed or sent by other carrier to the director at least five days before
the meeting.

Notice of a meeting of the Board of Directors  need not be given to any director
who signs a waiver of notice either before or after the meeting. Attendance of a
director at a meeting  shall  constitute  a waiver of notice of such meeting and
waiver of any and all  objections  to the place of the meeting,  the time of the
meeting,  or the manner in which it has been called or  convened,  except when a
director  states,  at  the  beginning  of  the  meeting,  any  objection  to the
transaction of business because the meeting is not lawfully called or convened.

Neither  the  business to be  transacted  at, nor the purpose of, any regular or
special  meeting of the Board of  Directors  need be  specified in the notice or
waiver of notice of such meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn
any meeting of the Board of Directors  to another time and place.  Notice of any
such  adjourned  meeting shall be given to the directors who were not present at
the time of the  adjournment  and,  unless  the time and place of the  adjourned
meeting are announced at the time of the adjournment, to the other directors.

     Meetings  of the Board of  Directors  may be called by the  chairman of the
board, by the president or any officer of the corporation, or by any director.

     Members  of the Board of  Directors  may  participate  in a meeting of such
board by means of a conference telephone or similar communications  equipment by
means of which all persons  participating  in the meeting can hear each other at
the same time.  Participation by such means shall constitute  presence in person
at a meeting.

Section  13.  Action  Without a Meeting.  Any action  required  to be taken at a
meeting of the Board of Directors, or any action which may be taken at a meeting
of the Board of Directors or a committee thereof, may be taken without a meeting
if a consent in writing,  setting forth the action so to be taken, signed by all
the directors, or all the members of the committee, as the case may be, is filed
in the minutes of the proceedings of the board or of the committee. Such consent
shall have the same effect as a unanimous vote.

ARTICLE III. OFFICERS

Section  1.  Officers.  The  officers  of this  corporation  shall  consist of a
president, a vice president, a secretary and a treasurer,  each of whom shall be
elected by the Board of Directors.  Such other  officers and assistant  officers
and agents as may be deemed  necessary  may be elected or appointed by the Board
of Directors  from time to time. Any two or more offices may be held by the same
person.

Section 2. Duties.  The officers of this  corporation  shall have the  following
duties:


     The  President  shall be the chief  executive  officer of the  corporation,
shall have  general and active  management  of the  business  and affairs of the
corporation  subject  to the  directions  of the Board of  Directors,  and shall
preside  at all  meetings  of the  stockholders  and Board of  Directors  unless
unavailable for any reason, in which case the Vice President shall preside.


                                      -35-
<PAGE>


     The  Vice-President  shall have all the powers of any officer whenever such
officer is  unavailable  for any  reason,  to  perform  the duties of his or her
office, and can act as the chief executive officer of the corporation,  can have
general and active  management  of the business  and affairs of the  corporation
subject to the  directions  of the Board of  Directors,  and can  preside at all
meetings of the  stockholders  and Board of Directors  whenever the president is
unavailable for any reason.

     The  Secretary  shall have custody of, and  maintain,  all of the corporate
records except the financial  records;  shall record the minutes of all meetings
of the stockholders and Board of Directors, send all notices of all meetings and
perform such other duties as may be prescribed  by the Board of  Directors,  the
President, or the Vice-President.

     The  Treasurer  shall have  custody of all  corporate  funds and  financial
records, shall keep full and accurate accounts of receipts and disbursements and

render accounts thereof at the annual meetings of stockholders and whenever else
required by the Board of Directors,  the President,  or the Vice-President,  and
shall  perform such other duties as may be prescribed by the Board of Directors,
the President or the Vice-President.

Section 3. Removal of Officers.  An officer or agent elected or appointed by the
Board of Directors may be removed by the board whenever in its judgment the best
interests of the corporation will be served thereby.

    Any vacancy in any office may be filled by the Board of Directors.

ARTICLE IV. STOCK CERTIFICATES

Section  1.  Issuance.  Every  holder  of shares  in this  corporation  shall be
entitled to have a certificate  representing all shares to which he is entitled.
No certificate shall be issued for any share until such share is fully paid.

Section 2. Form.  Certificates  representing shares in this corporation shall be
signed by the  President  or Vice  President  and the  Secretary or an Assistant
Secretary  and may be sealed  with the seal of this  corporation  or a facsimile
thereof.

Section 3. Transfer of Stock. The corporation shall register a stock certificate
presented  to it for  transfer if the  certificate  is properly  endorsed by the
holder of record or by his or her duly authorized attorney.  If this corporation
has been chartered under state laws which allow for bearer shares, now or in the
future,  no  transfer is required on the  corporate  stock  transfer  ledger for
bearer share  ownership  unless  specifically  requested by the bearer who is in
possession  of the actual  certificates,  and who presents them to the Secretary
for verification of their validity, at which time the address of the bearer will
be entered into the stock transfer ledger.

Section 4. Lost,  Stolen or Destroyed  Certificates.  If the  stockholder  shall
claim  to  have  lost  or  destroyed  a  certificate  of  shares  issued  by the
corporation,  a new certificate  shall be issued upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost,  stolen
or destroyed,  and, at the discretion of the Board of Directors upon the deposit
of a bond or other  indemnity in such amount and with such sureties,  if any, as
the board may reasonably require.

ARTICLE V. BOOKS AND RECORDS.

Section 1. Books and Records.  This corporation  shall keep correct and complete
books and records of account and shall keep  minutes of the  proceedings  of its
stockholders, Board of Directors and committees of directors.

     This corporation  shall keep at its registered office or principal place of
business a record of its  stockholders,  giving the names and  addresses  of all
stockholders and the number of the shares held by each.

                                      -36-
<PAGE>


     Any books,  records and minutes may be in written form or in any other form
capable of being  converted  into  written form within a  reasonable  time.  Any
person  who shall  have  been a holder  of  record of shares or of voting  trust
certificates thereof at least six months immediately preceding his or her demand
or shall be the  holder of record  of, or the  holder of record of voting  trust
certificates for, at least  seventy-five  percent(75%) of the outstanding shares
of the corporation,  upon written demand stating the purpose thereof, shall have
the right to examine, in person or by agent or attorney,  at any reasonable time
or times,  for any proper  purpose its  relevant  books and records of accounts,
minutes and records of stockholders and to make extracts therefrom.

Section 3. Financial Information.  Not later than four months after the close of
each fiscal,  year,  this  corporation  shall prepare a balance sheet showing in
reasonable detail the financial  condition of the corporation as of the close of
its fiscal  year,  and a profit and loss  statement  showing  the results of the
operations of the corporation during its fiscal year.

     Upon the  written  request  of any  stockholder  or holder of voting  trust
certificates for shares of the corporation,  the corporation  shall mail to each
stockholder  or holder of voting  trust  certificates  a copy of the most recent
such balance sheet and profit and loss statement.

     The  balance  sheets and profit and loss  statements  shall be filed in the
registered  office of the corporation in the State of Nevada or in the principle
office, shall be kept for a least five years, and shall be subject to inspection
during business hours by any stockholder or holder of voting trust certificates,
in person or by agent.

Section 2. Stockholders' Inspection

ARTICLE VI. DIVIDENDS

     The Board of Directors of this  corporation may from time to time,  declare
and the corporation may pay dividends on its shares in cash, property or its own
shares,  except when the  corporation  is insolvent or when the payment  thereof
would render the corporation insolvent, however nothing in this Article shall be
construed to prevent the corporation from borrowing  sufficient funds with which
to pay dividends in cash, subject to the provisions of the Statutes of the State
of Nevada.

ARTICLE VII. INDEMNIFICATION OF OFFICERS.
-----------------------------------------

     The corporation shall indemnify any and all of its directors or officers or
former directors or officers or any person who may have served at its request as
director  or officer of another  corporation  in which it owns shares of capital
stock or of which it is a creditor  against  expenses  actually and  necessarily
incurred  by  them  in  connection  with  the  defense  of any  action,  suit or
proceeding in which they, or any of them, are made parties, or a party by reason
of being or having  been  directors  or officers or a director or officer of the
corporation,  or such other  corporation,  except,  in relation to matters as to
which any such director or officer or former director or officer or person shall
be adjudged in such action,  suit or proceeding  to be liable for  negligence or
misconduct, in the performance of duty. Such indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be entitled,  under
By-law, agreement, vote of stockholders or otherwise.

ARTICLE VIII. CORPORATE SEAL.

The Board of Directors shall provide a corporate seal which shall be in circular
form.

ARTICLE IX. AMENDMENT.

These  By-Laws  may be  altered,  amended or  repealed,  and new  By-Laws may be
adopted,  by a majority vote of the stockholders at any annual meeting or at any
special  meeting  called for that  purpose.  The Board of Directors may amend or
adopt additional  By-Laws,  but shall not alter or repeal any By-Laws adopted by
the stockholders of the corporation.


                                      -37-
<PAGE>


ARTICLE X. TRUSTEE POWERS.

This  Corporation  may act as trustee for any legal  entity or for holding  real
estate,  as long as it does not act in  violation of any law and is not used for
the holding of public funds or in  violation of any Federal or State  Securities
Laws.


CERTIFIED TO BE THE BY-LAWS OF SUPREME HOSPITALITY (FORMERLY RICHWOOD, INC.)
(FORMERLY GRUBSTAKE, INC.)


CERTIFICATE

SUPREME HOSPITALITY
Formerly Richwood Inc.
Formerly Grubstake, Inc.


By              , Secretary
   -------------

   Anne Angell









                                      -38-
<PAGE>


                      RESOLUTION OF THE BOARD OF DIRECTORS

                                       OF

                               SUPREME HOSPITALITY
                              A Nevada Corporation

WHEREAS,  the  corporation  recognizes  its  need  for a  custodian  to keep and
maintain the stockledger

BE IT  RESOLVED,  THAT  Larry  Lang is  hereby  appointed  as  custodian  of the
stockledger of this corporation.

The address of the custodian of the stockledger is:

41919 Skywood Dr.
-----------------

Temecula, CA 92591-1877
-----------------------

Dated as of April 17, 2000.

Larry W. Lang,










                                      -39-
<PAGE>

                   Agreement for the Exchange of Common Stock


THE SECURITIES  WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE  SECURITIES  ACT OF 1933 (THE "1933  ACT")- NOR  REGISTERED  UNDER ANY
STATE SECURITIES LAW. AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN
RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
ACT. THE  AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE  SATISFACTION OF THE
COMPANY.

AGREEMENT FOR THE EXCHANGE OF COMMON STOCK

         AGREEMENT  made this  30day of April.  2000,  by and  between,  SUPREME
HOSPITALITY a Nevada  corporation  (the "ISSUER") and the individuals  listed in
Exhibit A attached hereto, (the  "SHAREHOLDERS"),  which SHAREHOLDERS own all of
the  issued  and   outstanding   shares  of   Temecula   Valley   Inn,   Inc.  a
Nevada-corporation ("PRIVATE-COMPANY").

         In consideration of the mutual promises, covenants, and representations
contained herein, and other good and valuable consideration.

         THE PARTIES HERETO AGREE AS FOLLOWS:

         1. EXCHANGE OF SECURITIES.  The ISSUER has 1,000 000 shares outstanding
Subject to the terms and  conditions  of this  Agreement,  the ISSUER  agrees to
issue to SHAREHOLDERS,  9 000,000 shares of the common stock of ISSUER.  $0.0001
par value from its  treasury  so as the amount of shares  then  issued  would be
equal  to 90%  of the  combined  total  of  10,000,000  outstanding  shams  (the
"Shares"),  in  exchange  for 100% of the issued and  outstanding  shares of the
PRIVATE  COMPANY,  such that the PRIVATE  COMPANY  shall  become a wholly  owned
subsidiary of the ISSUER

         2.  REPRESENTATIONS  AND WARRANTIES  ISSUER represents anti warrants to
SHAREHOLDERS and the PRIVATE COMPANY the following:

                  i.  Organization  ISSUER  is  a  corporation  duly  organized,
         validly  existing,  and in good standing under the laws of the State of
         Nevada,  and has all necessary   corporate powers to own properties and
         carry on a business,  and is duly  qualified  to do business  and is in
         good  standing  in the  State  of  Nevada.  All  actions  taken  by the
         Incorporators, directors and shareholders of ISSUER have been valid and
         in accordance with the laws of the State of Nevada.

                  ii. Capital.  The authorized  capital stock of ISSUER consists
         of  50,000,000  shares of common  stock.  $0.0001  par value,  of which
         1,000,000 are issued and outstanding and 1,000,000  preferred shares at
         $0.0001 par value.  All of the  outstanding  shares were fully paid and
         non assessable, free of liens, encumbrances,  options, restrictions and
         legal or  equitable  rights of others not a party to this  Agreement At
         closing, there will be no outstanding  subscriptions,  options, rights,
         warrants,  convertible  securities.  or other agreements or commitments
         obligating  ISSUER to issue or to transfer from treasury any additional
         shares of its capital  stock.  All of the  shareholders  of ISSUER have
         valid  title to such  shares  and  acquired  their  shares  in a lawful
         transaction and in accordance with the laws of the State of Nevada.

                  iii. Financial Statements. Annexed hereto as Exhibit B to this
         Agreement  are the audited  financial  statements of ISSUER as of April
         30, 2000.  The  financial  statements  have been prepared in accordance
         with generally accepted accounting principles  consistently followed by
         ISSUER  throughout  the  periods  indicated,  and  fairly  present  the
         financial position of ISSUER as of the date of the balance sheet in the
         financial statements, and the results of its operations for the periods
         indicated.

                  iv.  Absence  of  Changes.  Since  the  date of the  financial
         statements, there has not been any change in the financial condition or
         operations of ISSUER except changes in the ordinary course of business,
         which changes have not in the aggregate been materially adverse.


 AGREEMENT FOR THE EXCHANGE OF COMMON STOCK   Page 1


                                      -40-
<PAGE>


                  v.  Assets  and  Liabilities.  ISSUER  does not have any debt,
         liability,  or obligation  or any nature,  whether  accrued,  absolute,
         contingent, or otherwise, and whether due or to become due, that is not
         reflected on the ISSUERS' financial  statement- ISSUER is not aware of
         any pending,  threatened or asserted claims,  lawsuits or contingencies
         involving ISSUER or its common  stock  There is no  dispute of any kind
         between  ISSUER and any third party,  and no such dispute will exist at
         the closing of this Agreement- ISSUER has no assets. At closing. ISSUER
         will  be  free  from  any and all  liabilities,  liens,  claims  and/or
         commitments and will continue to have no assets.

                  vi.  Ability  to Carry Out  Obligations.  ISSUER has the right
         power,  and authority to enter into and perform its  obligations  under
         thus Agreement.  The execution and delivery of this Agreement by ISSUER
         and the  performance  by ISSUER of its  obligations  hereunder will not
         cause,  constitute with or result in (a) any breach or violation or any
         of the  provisions  of or  constitute  a  default  under  any  license,
         indenture,  mortgage, charter,  instrument,  articles of incorporation,
         bylaw,  or  other  agreement  or  instrument  to  which  ISSUER  or its
         shareholders  are a party, or by which they may be bound,  nor will any
         consents  or  authorizations  of any party  other than those  hereto be
         required,  (b) an event  that  would  cause  ISSUER to be liable to any
         party,  or (c) an event that would result in the creation or imposition
         or any lien,  charge or  encumbrance on any asset of ISSUER or upon the
         securities of ISSUER to be acquired by SHAREHOLDERS.

                  vii. Full Disclosure.  None of representations  and warranties
         made by the ISSUER, or in any certificate or memorandum  famished or to
         be  furnished  by the  ISSUER,  contains  or will  contain  any  untrue
         statement of a material fact, or omit any material fact the omission of
         which would be misleading.

                  viii. Contract and Leases. ISSUER is not currently carrying on
         any business and is not a party to any contract, agreement or lease. No
         person holds a power of attorney from ISSUER.

                  ix. Compliance with Laws. ISSUER has complied with, and is not
         in violation of any  federal,  state.  or local  statute,  law,  and/or
         regulation  pertaining to ISSUER.  ISSUER has complied with all federal
         and state  securities  laws in connection  with the issuance,  sale and
         distribution of its securities.

                  x.  Litigation.  ISSUER is not (and has not been) a  party  to
         any  suit,  action,  arbitration,  or legal,  administrative.  or other
         proceeding,  or  pending  governmental   investigation.   To  the  best
         knowledge  of the  ISSUER,  there is no basis  for any such  action  or
         proceeding  and no such  action or  proceeding  is  threatened  against
         ISSUER and ISSUER is not subject to or in default  with  respect to any
         order, writ,  injunction,  or decree of any federal.  state,  local, or
         foreign court, department, agency, or instrumentality.

                  xi.  Conduct of Business.  Prior to the closing,  ISSUER shall
         conduct  its  business  in the normal  course,  and shall not (1) sell,
         pledge, or assign any assets (2) amend its Articles of Incorporation or
         Bylaws,  (3)  declare   dividends,   redeem  or  sell  stock  or  other
         securities, (4) incur any liabilities,  (5) acquire or  dispose of  any
         assets,  enter into any contract,  guarantee  obligations  of any third
         party, or (6) enter into any other transaction.

                  xii.  Documents.  All  minutes,  consents  or other  documents
         pertaining  to ISSUER to be delivered at closing  shall be valid and in
         accordance with the laws of the State of Nevada.

                  xiii.  Title. The Shares to be issued to SHAREHOLDERS will be,
         at closing, free and clear of all liens.  security interests,  pledges,
         charges,  and  claims of any kind.  None of such  Shares are or will be
         subject to any voting  trust or  agreement.  No person holds or has the
         right to receive any proxy or similar  instrument  with respect to such
         shares, except as provided in this Agreement, the ISSUER is not a party
         to any  agreement  which  offers or grants to any  person  the right to
         purchase or acquire any of the securities to be issued to SHAREHOLDERS.
         There is no applicable local,  state or federal law, rule,  regulation.
         or decree  which  would,  as a result of the  issuance of the Shares to
         SHAREHOLDERS,  impair,  restrict or delay  SHAREHOLDERS'  voting rights
         with respect to the Shares.

         3. SHAREHOLDERS and PRIVATE COMPANY represent and warrant to ISSUER the
following:

                  i. Organization. of Temecula Valley Inn. Inc. is a corporation
         ("PRIVATE  COMPANY")  duly  organized,  validly  existing,  and in good
         standing  under  the laws of the  state of  Nevada,  has all  necessary
         corporate powers to own properties and carry on a business, and is duly
         qualified to do business and is in

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         good  standing  with die  state of  Nevada.  All  actions  taken by the
         Incorporators,  directors and  shareholders of the PRIVATE COMPANY have
         been valid and in accordance with the laws of the state of Nevada.

                  ii.  Shareholders  and Issued Stock.  Exhibit A annexed hereto
         sets  forth the names and share  holding  of  100(degree)!a  of PRIVATE
         COMPANY shareholders.

                  iii.  Counsel.  SHAREHOLDERS and the PRIVATE COMPANY represent
         and warrant prior to closing,  that they are represented by independent
         counsel or have had the  opportunity to retain  independent  counsel to
         represent them in this transaction.

         4. INVESTMENT  INTENT.  SHAREHOLDERS agree that the Shares being issued
pursuant  to this  Agreement  may be sold,  pledged.  assigned,  hypothecate  or
otherwise  transferred,  with or  without  consideration  (a  "Transfer"),  only
pursuant to an effective registration statement under the Act, or pursuant to an
exemption from  registration  under the Act, the  availability of which is to be
established to the  satisfaction  of ISSUER  SHAREHOLDERS  agrees,  prior to any
Transfer.  to give written notice to ISSUER  expressing his desire to effect the
transfer and describing the proposed transfer.

         CLOSING.   The  closing  of  this  transaction  shall  take  place  via
telephone.  Unless the  closing  of this  transaction  takes  place on or before
forty-five  days from the  signing  of this  agreement,  then  either  party may
terminate this Agreement.

         6. DOCUMENTS TO BE DELIVERED AT CLOSING.

                   i. By the ISSUER:

                  (1) Board of Directors  Minutes  authorizing the issuance of a
         certificates)  for  9,000,000  Shares,  registered  in the names of the
         SHAREHOLDERS equal to their pro-rata holdings in the PRIVATE COMPANY.

                  (2) The resignation of all officers of ISSUER.

                  (3) A Board of Directors resolution  appointing such person as
         SHAREHOLDERS designate as a director(s) of ISSUER

                  (4) The resignation of all the directors of ISSUER except that
         of  SHAREHOLDERS'  designee(s),  dated  subsequent  to  the  resolution
         described in 3, above.

                  (5)  Audited  financial  statements  of  ISSUER,  which  shall
         include a balance  sheet and  statements  of  operations,  stockholders
         equity and cash flows for the twelve month period then ended.

                  (6) All of the  business  and  corporate  records  of  ISSUER,
         including but not limited to  correspondence  files.  bank  statements,
         checkbooks, savings account books, minutes of shareholder and directors
         meetings,  financial statements,  shareholder listings,  stock transfer
         records, agreements and contracts.

                  ii. By SHAREHOLDERS AND PRIVATE COMPANY

                  (1)  Delivery to the ISSUER,  or to its  Transfer  Agent,  the
         certificates  representing  100(degree)!0 of the issued and outstanding
         stock of the PRIVATE COMPANY.

                  (2)  Consents  signed by all the  shareholders  of the PRIVATE
         COMPANY consenting to the terms of this Agreement

         7. REMEDIES.  Any  controversy or claim arising out of; or relating to,
this Agreement. or the making,  performance. or interpretation thereof, shall be
settled by  arbitration  in the state of Nevada in accordance  with the Rules of
the  American  Arbitration  Association  then  existing,  and  judgment  on  the
arbitration  award may be  entered  in any court  having  jurisdiction  over the
subject matter of the controversy.


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         8. MISCELLANEOUS.


                  i. Captions and Headings.  The Article and paragraph  headings
         throughout  this Agreement are for  convenience and reference only, and
         shall in no way be deemed to define,  limit,  or add to the  meaning of
         any provision of this Agreement.

                  ii. No oral Change.  This Agreement and any provision  hereof,
         may not be waived, changed, modified. or discharged orally, but only by
         an agreement in writing signed by the party against whom enforcement of
         any waiver, change, modification, or discharge is sought.

                  iii.  Non  Waiver.  Except  as  otherwise  expressly  provided
         herein,  no waiver of any  covenant.  condition,  or  provision of this
         Agreement shall be deemed to have been made unless expressly in writing
         and signed by the party  against  whom such waiver is charged;  and (1)
         the  failure  of any party to insist in any one or more  cases upon the
         performance of any of the provisions,  covenants, or conditions of this
         Agreement  or to  exercise  any option  herein  contained  shall not be
         construed  as a waiver  or  relinquishment  for the  future of any such
         provisions, covenants. or conditions, (2) the acceptance of performance
         of anything  required by this  Agreement to be performed with knowledge
         of the breach or failure of a covenant,  condition, or provision hereof
         shall  not be deemed a waiver of such  breach  or  failure,  and (3) no
         waiver by any party of one breach by another  party shall be  construed
         as a waiver with respect to any other or subsequent breach.

                  iv. Time of Essence.  Time is of the essence of this Agreement
         and of each and every provision hereof.

                  v.  Entire  Agreement.  Thus  Agreement  contains  the  entire
         Agreement and understanding  between the parties hereto, and supersedes
         all prior agreements and understandings.

                  vi.    Counterparts.    This   Agreement   may   be   executed
         simultaneously  in one or more  counterparts,  each of  which  shall be
         deemed an original,  but all of which together shall constitute one and
         the same instrument

                  vii.  Notices.  All  notices.  requests,  demands,  and  other
         communications  under this  Agreement  shall be in writing and shall be
         deemed  to have  been  duly  given on the  date of  service  if  served
         personally on the party to whom notice is to be given.  or on the third
         day after mailing if mailed to the party to whom notice is to be given,
         by first class mail,  registered or  certified,  postage  prepaid,  and
         properly addressed. And by fax, as follows:

         ISSUER:  with  principal  address at 816 Congress  Avenue,  Suite 1100,
         Austin,  Texas 78701 PRIVATE COMPANY:  Temecula Valley Inn, Inc., 27660
         Jefferson  Avenue,   Temecula,   CA  9259()  IN  WITNESS  WHEREOF,  the
         undersigned has executed this Agreement this 30 day of April, 2000.

         TEMECULA VALLEY INN, INC.               SUPREME HOSPITALITY

         Signed by                               Signed by
         Larry W. Lang                           Larry Lang W. Lang, President

                     TEMECULA VALLEY INN, INC. SHAREHOLDERS

         Signed by                               Signed by
         Larry W. Lang                           Diana Lang
         Signed by                               Signed by
         Lloyd Janeway                           Glenda Janeway

          Signed by
          Louise D


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