MINUTES OF SPECIAL MEETING OF BOARD OF DIRECTORS

                                       OF

                               SUPREME HOSPITALITY
                              A Nevada Corporation




                                TIME AND LOCATION
A special  meeting of the Board of Directors  was called by  President  Larry W.
Lang on May 1st,  2000. The meeting was called and conducted by Larry W. Lang as
provided by the bylaws.

                                DIRECTORS PRESENT
Larry W. Lang,  the sole  Director,  was present and his presence  constituted a
quorum of the Board of Directors.

                                  CALL TO ORDER
President  Larry W. Lang called the meeting to order for the purpose of adopting
a resolution.

                               RESOLUTION ADOPTED
After discussion the Board unanimously adopted the following resolution:

         RESOLVED  that the  President  be and  hereby is  authorized  to do the
following:

          a.)  To amend the  company's  Minutes of First Meeting of The Board of
               Directors of Grubstake,  Inc.  dated November 13, 1997 to read as
               follows;

               1.   ADOPTION NUMBER SEVENTH.  The company may offer from time to
                    time shares in its common  stock,  $0.0001 par value  and/or
                    its preferred stock, $0.0001 par value in amounts, at prices
                    and on terms to be  determined  by the board of directors to
                    any number of investors  required for the  completion  of an
                    offering.

               2.   ADOPTION  NUMBER  EIGHTH.  All  classes of the issued  stock
                    shall be subject to Rule 144 of the  Securities and Exchange
                    Commission.  Furthermore  there shall be no " right of first
                    refusal"  option  to  purchase  shareholders  stock  by  the
                    company.

               3.   ADOPTION NUMBER NINTH.  The  corporation  shall offer any of
                    its  stock of any class  which  would  constitute  a "public
                    offering" within the meaning of the United States Securities
                    Act of 1933, as it may be amended from time to time.

          b).  RESOLVED  that the  President  be and  hereby  is  authorized  to
               register  an SB-2  offering  with  the  Securities  and  Exchange
               Commission  as soon as is  practicable  the  company's  Preferred
               Stock under the following terms:

Offering up to 1,000,000  shares of Preferred  Stock on a best effort no minimum
1,000,000  shares offering.  The offering price is $6.30 per share.  There is no
escrow account,  all moneys received from the offering will be immediately  used
by the company and there will be no refunds.  The offering  will be for a period
of not more than 24 months from the effective date. Minimum number of shares for
purchase is 1,000. The Preferred Shareholders shall have no voting rights.


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         There are 1,000,000  shares of Preferred  Stock issued with a par value
of $0.0001 per share.  No other series of Preferred Stock has been authorized or
issued. The Preferred Stock will rank senior to the Common Stock with respect to
the payment of dividends and amounts upon liquidation, dissolution or winding up
of the Company without the consent of any holder of Preferred Stock.

         This  is  a  three  year  convertible  Preferred  Stock  offering.  One
Preferred share is convertible  into three shares of the Company's  common stock
at any time  after the first  twelve  months of  purchase  during the three year
period at the option of the  shareholder.  The  conversion  is  automatic on the
third year record date if not converted earlier by the shareholder.

         The Preferred  shares yield a 10% per annum dividend,  which is paid in
common shares at the market price upon  conversion.  The 10% annual common stock
dividend is  determined  by  multiplying  the  preferred  share  offering  price
($6.30by a factor of .10 ($0.63) and  dividing it by the market price per share.
This  will  determine  the  number  of common  shares  to the  shareholder  upon
conversion.

         While any shares of Preferred  Stock are  outstanding,  the Company may
not authorize,  create or increase the authorized  amount of any class or series
of stock that ranks senior to the Preferred Stock with respect to the payment of
dividends or amounts upon liquidation, dissolution or winding up of the Company.
However,  the Company may increase the authorized  number of shares of Preferred
Stock or issue a series of Preferred Stock ranking junior to or on a parity with
the Preferred Stock with respect,  in each case, to the payment of dividends and
amounts upon liquidation,  dissolution and winding up of the Company without the
consent of any holder of Preferred Stock.

                                   ADJOURNMENT
There being no further  business to come  before the  meeting,  upon motion duly
made and unanimously carried, the meeting was adjourned.


                            CERTIFICATE OF SECRETARY
I hereby certify that the foregoing  minutes of the Special Meeting of the Board
of Directors of Supreme  Hospitality  constitutes a true and correct copy of the
minutes of that meeting.

         IN WITNESS  HEREOF,  I have hereunto  subscribed my name and afixed the
seal of the corporation this 1st day of May 2000.


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



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