CERTIFICATE AMENDING ARTICLES OF INCORPORATION


The  undersigned,  being the President and Secretary of Supreme  Hospitality,  a
Nevada  corporation,  hereby  certifies  that a  majority  vote of the  Board of
Directors and majority vote of  stockholders at a meeting held on April 17, 2000
this certificate amending articles of incorporation be filed.

The undersigned further certifies that the original Articles of Incorporation of
Supreme Hospitality were filed with the Secretary of State of Nevada on the 10th
day of November,  1997. The undersigned further certifies that ARTICLE SECOND of
the Articles of Incorporation filed on the 10th Day of November, 1997, herein is
amended to read follows:

ARTICLE SECOND

That the total number of shares to be issued by the Corporation is Fifty Million
(50,000,000)  Common with a par value of one  hundredth of a cent  ($0.0001) and
one million preferred with a par value of one hundredth of a cent ($0.0001).

The undersigned hereby certifies that they have on this 17th day of April, 2000,
executed  this  Certificate  Amending  the  original  Articles of  Incorporation
heretofore filed with Secretary of State of Nevada.

/s/  Larry W. Lang, President
-----------------------------
     Larry W. Lang, President

/s/  Larry W. Lang, Secretary
-----------------------------
     Larry W. Lang, Secretary






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<PAGE>


              CERTIFICATE  OF  AMENDMENT  OF ARTICLES OF  INCORPORATION  (Before
                Payment of Capital or Issuance of Stock)


 Anne Angell                    and name of incorporator a director certify that
------------

         1. They constitute at least two-thirds of the original incorporators or
         of the directors of

GRUBSTAKE, INC. a Nevada Corporation.
----------------

         2. The original  Articles  were filed in the Office of the Secretary of
         State on 11-10-97
                  --------

         3. As of the date of this certificate,  no stock of the corporation has
         been issued.

         4. They  hereby  adopt the  following  amendments  to the  articles  of
         incorporation of this corporation:

Article     FIRST        is amended to read as follows:
            ------

The Name of the Corporation is RICHWOOD, INC.

                                                signing with a power of attorney

State of Nevada
County of Clark

On November 30, 1998, personally appeared before me, a Notary Public, Richard L.
Angell, who acknowledged that they executed the above instrument.

RECEIVED
                                 County of Clark

                                  Signature of Notary

SECRETARY of STATE










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<PAGE>

                           CERTIFICATE OF AMENDMENT OF

                            ARTICLES OF INCORPORATION
                        After First Meeting of Directors

                                 RICHWOOD, INC.
                               Name of Corporation

         We the  undersigned  president  or  vice  president  ANNE  ANGELL  and;
(secretary  of  assistance  secretary)  ANNE  ANGELL  of (name  of  corporation)
RICHWOOD, INC. do hereby certify:

         That the public  officers  or other  persons,  if any,  required by the
articles  have  approved  the  amendment.  The vote of the members (if there are
members)  and  directors  by which the  amendment  was  adopted  is as  follows:
members, and directors 1.

         They  hereby  adopt  the  following  amendment(s)  to the  articles  of
         incorporation.  Article  number(s)  FIRST  (1) AND  SECOND  (2)  is/are
         amended to read as follows:

         FIRST: The name of the corporation is SUPREME HOSPITALITY and;

         SECOND:  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.

         The number of shares of the  corporation  outstanding  and  entitled to
vote on an  amendment to the Articles of  Incorporation  is 100%;  and that said
change(s) and amendment  have been  consented to and approved by a majority vote
of the  stockholders  holding  at  least a  majority  of  each  class  of  stock
outstanding and entitled to vote thereon.

                                               President or Vice  President

                                               Secretary or Assistant Secretary

STATE OF NEVADA               )
                              )ss
COUNTY OF CLARK               )

         On APRIL 17, 2000, personally appeared before me, a Notary Public, ANNE
ANGELL who acknowledged that they executed the above instrument.

                          Notary Public of State of NV
                                 County of Clark

                          CARRIE JOHNSON        Notary Public

                    My Appointment Expires
         February 12, 2004




                                      -31-
<PAGE>



                      RESOLUTION OF THE BOARD OF DIRECTORS

                                       OF

                                 RICHWOOD, INC.

                              A Nevada Corporation

         Upon a duly made, seconded and unanimously adopted motion, the Board of
Directors of this Corporation adopted the following resolution:

         BE IT  RESOLVED;  THAT I, Anne Angell  hereby  appoint  Larry Lang as a
director of this corporation.

         The  undersigned,  Anne Angell,  certifies that I am the duly appointed
Secretary  of  Richwood,  Inc.  and that the above is a true and correct copy of
resolutions  duly adopted at a meeting of the  Directors  thereof,  convened and
held in accordance  with law and the Bylaws of said  Corporation,  and that such
resolution is now in full force and effect.

         IN WITNESS THEREOF, I have aimed my name as Secretary of Richwood, Inc.

Dated as of April 17, 2000

                             Anne Angell, Secretary







                             RESIGNATION OF DIRECTOR

         I, Anne Angell, a member of the Board of Directors of Richwood, Inc., a
corporation  formed  under the laws of the State of  Nevada,  hereby  tender and
submit  my  resignation  a member  of the  Board of  Directors  to be  effective
immediately on the April17, 2000.

Anne Angell, Director







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