RESTATED ARTICLES OF INCORPORATION

                                       OF

                               PARKS AMERICA! INC.

     We, the  undersigned  President  and  Secretary of Parks  America!  Inc. do
hereby certify:

     That the board of directors and majority  shareholders of said  corporation
     have by written  consent,  adopted  resolutions  to amend and  restate  the
     Articles of Incorporation, and

     That the number of shares of the  corporation  outstanding  and entitled to
     vote on an amendment to the Articles of Incorporation  is 21,584,017;  that
     said  amendments  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, and

     That the  primary  purpose of the  amendments  is to change the name of the
     corporation  to Grand Slam  Treasures,  Inc.; and to expand the purpose for
     which the Company is organized; and to add indemnification provisions; and

     That the text of  Articles  of  Incorporation  as  amended to date reads as
     herein set forth in full:

                                    ARTICLE I

                                      NAME

     The name of the corporation  (hereinafter  called  "Corporation")  is Grand
Slam Treasures, Inc.

                                   ARTICLE II

                               PERIOD OF DURATION

     The period of duration of the Corporation is perpetual.

                                   ARTICLE III

                               PURPOSES AND POWERS

     The purpose for which this  Corporation  is  organized  is to engage in the
business  of  developing  theme  parks  and  marketing  music and  investing  in
investments  of all forms and nature  and to engage in any and all other  lawful
business.
<PAGE>


                                   ARTICLE IV

                                 CAPITALIZATION

     The total  number of shares of stock which the  Corporation  shall have the
authority to issue is one hundred million  (100,000,000)  shares,  consisting of
Common Stock having a par value of $.001 per share.

                                    ARTICLE V

                           REGISTERED OFFICE AND AGENT

     The name and address of the  corporation's  registered agent and address is
The Corporation  Trust Company of Nevada,  6100 Neil Road, No. 500, Reno, Nevada
89511.

                                   ARTICLE VI

                                    DIRECTORS

     The  Corporation  shall be governed by a Board of Directors  consisting  of
such number of directors as shall be fixed the Corporation's  bylaws. The number
of directors  constituting  the initial board of directors of the corporation is
two and the names and addresses of the directors are as follows:

              Name                                      Address
             ------                                    ---------
         Larry Eastland                          220 East State Street
                                                 Eagle, Idaho  83616

         Bob Klosterman                          220 East State Street
                                                 Eagle, Idaho  83616

                                   ARTICLE VII

                           DENIAL OF PREEMPTIVE RIGHTS

     There shall be no  preemptive  right to acquire  unissued  and/or  treasury
shares of the stock of the Corporation.

<PAGE>

                                  ARTICLE VIII

                       LIABILITY OF OFFICERS AND DIRECTORS

     A  director  or  officer  of the  Corporation  shall  not be  liable to the
Corporation  or its  shareholders  for damages for breach of fiduciary duty as a
director or officer unless the act or omission involves intentional  misconduct,
fraud,  a knowing  violation  of law or the payment of an  unlawful  dividend in
violation of NRS 78.300.

                                   ARTICLE IX

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The  Corporation  shall  indemnify any and all persons who may serve or who
have served at any time as  directors  or officers or who, at the request of the
Board of Directors of the  Corporation,  may serve or at any time have served as
directors or officers of another  corporation  in which the  Corporation at such
time owned or may own  shares of stock or of which it was or may be a  creditor,
and their respective heirs, administrators,  successors and assigns, against any
and all  expenses,  including  amounts  paid upon  judgments,  counsel  fees and
amounts paid in  settlement  (before or after suit is  commenced),  actually and
necessarily by such persons in connection  with the defense or settlement of any
claim,  action,  suit or  proceeding  in which  they,  or any of them,  are made
parties,  or a party,  or which may be asserted  against them or any of them, by
reason of being or having been directors or officers of the  Corporation,  or of
such  other  corporation,  except in  relation  to  matters as to which any such
director or officer of the Corporation,  or of such other  corporation or former
director  or  officer  or  person  shall  be  adjudged  in any  action,  suit or
proceeding to be liable for his own negligence or misconduct in the  performance
of his duty.  Such  indemnification  shall be in addition to any other rights to
which those indemnified may be entitled under any law, by law,  agreement,  vote
of shareholder or otherwise.

     DATED this _____ day of June, 2000.

                                                 GRAND SLAM TREASURES, INC.
                                                 formerly Parks America! Inc.



                                                  ------------------------------
                                                  Larry Eastland
                                                  President
Attest:



-------------------------
Mark Stubbs
<PAGE>


STATE OF ______________                 )
                                        )
COUNTY OF _____________                 )

     On June ___, 2000,  personally  appeared before me, a Notary Public,  Larry
Eastland,  who acknowledged  that he executed the above document in his capacity
as President of Grand Slam Treasures, Inc. formerly Parks America! Inc.



                                                  ---------------------------
                                                  Notary Public


STATE OF _____________                  )
                                        )
COUNTY OF ___________                   )

     On June ___, 2000,  personally  appeared  before me, a Notary Public,  Mark
Stubbs,  who acknowledged that he executed the above document in his capacity as
Secretary of Grand Slam Treasures, Inc. formerly Parks America! Inc.


                                                   --------------------------
                                                   Notary Public