ARTICLES OF MERGER
                                       OF
                     PARKS AMERICA! INC. (Washington Parent)
                                      INTO
                     PARKS AMERICA! INC. (Nevada Subsidiary)

     The  undersigned  corporations,  pursuant  to  the  provisions  of  Section
23B.11.010  of the  Washington  Business  Corporations  Act hereby  execute  the
following Articles of Merger:

     FIRST:  The name of the surviving  corporation is PARKS AMERICA!  INC. (the
"Nevada Company") and the place of its incorporation is the State of Nevada. The
name  and  place of  incorporation  of the  corporation  being  merged  into the
surviving  corporation  is PARKS  AMERICA!  INC.,  (the  "Washington  Company"),
incorporated in Washington,  the laws of which permit this merger. The principal
place of business of the Nevada  Company is 440 Louisiana,  Suite 475,  Houston,
Texas 77002;  and of the  Washington  Company is 220 East State  Street,  Eagle,
Idaho 83616.

     SECOND:  A plan of merger  was  adopted by the board of  directors  of each
corporation that is a party to this merger.

     THIRD:   The  plan  of  merger  was  approved  by  unanimous  vote  of  the
shareholders of the Nevada Company,  and by the affirmative vote of the required
percentage of all  shareholders  of the Washington  Company  pursuant to Section
23B.11.030 as follows:
<TABLE>

Number of Shares Outstanding   Shares Voted For Merger     Shares Voted Against Merger
<S>                            <C>                           <C>

17,084,017                            12,813,645                          0
</TABLE>


     FOURTH: Neither the Articles of Incorporation of the Nevada Company nor the
Washington Company were amended.

     FIFTH: The complete executed plan of merger is hereinafter set forth in its
entirety:

     A. The corporations proposing to merge are PARKS AMERICA! CORPORATION, (the
"Washington Company" or "Parent"),  a Washington  corporation and PARKS AMERICA!
INC.  (the  "Nevada  Company"  or  "Subsidiary"),   a  Nevada  corporation.  The
Washington  Company,  or Parent,  is the sole shareholder of the Nevada Company.
The Nevada Company shall be the surviving corporation of the merger.
<PAGE>

     B. Upon  approval  of this plan of merger by the  shareholders  of both the
Nevada  Company and the  Washington  Company,  Articles of Merger shall be filed
with the Secretaries of State of Nevada and Washington.  Upon receipt and filing
of said  Articles of Merger and the issuance of  Certificates  of Merger by said
states,  the separate  existence of the Parent shall cease; and Subsidiary,  the
Nevada  Company,  shall succeed to all the rights and property of the Washington
Company and shall be subject to all the debts and  liabilities of the Washington
Company.

     C. All shares of the  Washington  Company shall be entitled to be exchanged
for shares of the Nevada  Company at the rate of one Nevada Company common share
for each common share of the  Washington  Company.  No fractional  shares of the
Nevada Company stock will be issued pursuant to this plan of merger. Instead any
fractional  share otherwise  issuable shall be rounded up or down to the nearest
whole number of shares. All shares of the Nevada Company stock outstanding prior
to the merger shall be canceled.

     D. The Articles of Incorporation of the surviving  corporation shall be the
Articles  of  Incorporation  of the  Nevada  Company  immediately  prior  to the
effective date of the merger without amendment or change.

     SIXTH:  All  corporations  party to this merger have  complied with laws of
their respective jurisdiction of incorporation concerning this merger.

     SEVENTH: These Articles may be executed in multiple  counterparts,  each of
which shall be deemed an original and all of which taken together shall be but a
single instrument.
<PAGE>


                                             PARKS AMERICA! INC.
                                             (The Washington Company)


                                             -----------------------------------
                                             By: Larry Eastland
                                             Title: President and CEO


                                             -----------------------------------
                                             By: Mark Stubbs
                                             Title:  Secretary




State of                                                )
                                                        )
County of                                               )

     On May ___, 2000,  personally  appeared  before me, a Notary Public,  Larry
Eastland, who acknowledged that he executed the above instrument as President of
PARKS AMERICA! INC., the Washington Company.



                                                      --------------------------
                                                      Signature of Notary
                                                      Printed Name:
                                                      Commission Expires:

State of                                              )
                                                      )
County of                                             )

     On May ___, 2000,  personally  appeared  before me, a Notary  Public,  Mark
Stubbs,  who acknowledged  that he executed the above instrument as Secretary of
PARKS AMERICA! INC., the Washington Company.


                                                      --------------------------
                                                      Signature of Notary
                                                      Printed Name:
                                                      Commission Expires:
<PAGE>


                                                      PARKS AMERICA! INC.
                                                     (The Nevada Company)


                                                       -------------------------
                                                       By: Hank Vanderkam
                                                       Title: President


                                                       -------------------------
                                                       By: Michele Hanlon
                                                       Title: Secretary


State of Texas                                          )
                                                        )
County of Harris                                        )

     On May ___,  2000  personally  appeared  before me, a Notary  Public,  Hank
Vanderkam,  who acknowledged  that he executed the above instrument as President
of PARKS AMERICA! INC., the Nevada Company.



                                                     ---------------------------
                                                     Signature of Notary
                                                     Printed Name:
                                                     Commission Expires:

State of Texas                                          )
                                                        )
County of Harris                                        )

     On May ___, 2000 personally  appeared  before me, a Notary Public,  Michele
Hanlon,  who acknowledged that she executed the above instrument as Secretary of
PARKS AMERICA! INC., the Nevada Company.


                                                    ----------------------------
                                                    Signature of Notary
                                                    Printed Name:
                                                    Commission Expires: