PURCHASE AGREEMENT


     THIS  AGREEMENT  made this  _______  day of  November,  1999 by and between
Northwest Parks LLC,  (hereinafter "Parks") a limited liability company, and its
Members as set forth on Exhibit A hereto  (hereinafter  "Members") and Wincanton
Corporation, a Washington state corporation, (hereinafter "Wincanton").

                                   WITNESSETH:

     WHEREAS,  the Members own 12,000,000 interest of Parks and those are all of
the interests issued and outstanding;

     WHEREAS,  the authorized  common stock of Wincanton  consists of 15,000,000
shares of common  stock,  par value of $0.0001  per share,  of which  11,323,948
shares are issued and outstanding; and

     WHEREAS,  Wincanton  and  Members and Parks agree that it would be to their
mutual  benefit for Wincanton to purchase from the Members all their interest of
Parks and thereby  Parks would become  wholly owned by Wincanton  and  Wincanton
will issue a total of  12,0,000,000  shares of its common stock (after a reverse
split of 100 shares for one) for all the  interest of the Members at an exchange
ratio of one share of  Wincanton  common  stock  (post  reverse  split)  for one
interest of Parks.

     NOW THEREFORE,  in consideration of the promise and of the mutual covenants
herein contained, the parties hereto hereby agree as follows:

     1.   (REPRESENTATION  AND  WARRANTIES  OF Members  AND Parks)  Members  and
          Parks, each hereby represents and warrants to Wincanton that:

          (a) Members  own as of the date  hereof,  and as of the  Closing  Date
     hereinafter  provided  will own,  free and clear of all liens,  charges and
     encumbrances, 12,000,000 interest of Parks.

          (b) There are no obligations,  liabilities, or commitments, contingent
     or  otherwise,  of a  material  nature  which  have not been  disclosed  to
     representatives of Wincanton.

          (c) Parks is a limited  liability  company duly  organized and validly
     existing and in good standing under the laws of the State of Idaho; and has
     all power  necessary  to engage in the  business  in which it is  presently
     engaged.
<PAGE>

          (d)  Neither  any Member  nor Parks is a  defendant,  nor a  plaintiff
     against whom a counterclaim has been asserted,  in any litigation,  pending
     or threatened, nor has any material claim been made or asserted against any
     Member or Parks relating to this  Agreement,  nor are there any proceedings
     threatened or pending before any federal, state or municipal government, or
     any department, board, body or agency thereof, involving Members and Parks,
     except as disclosed in Exhibit "1(d)."

          (e) Parks is not in default under any material agreement which it is a
     party nor in the payment of any of it s obligations.

          (f) This Agreement has been duly executed by Members and Parks and the
     execution and performance of this Agreement will not violate,  or result in
     a breach  of,  or  constitute  a default  in,  any  agreement,  instrument,
     judgment  order or decree to which either any Member or Parks is a party or
     to which either any Member or Parks is subject nor will such  execution and
     performance  constitute  a violation of or conflict  with any  fiduciary to
     which either any Member or Parks is subject.

          (g)  Members and Parks are not in default  with  respect to any order,
     writ, injunction,  or decree of any court or federal,  state, municipal, or
     other  governmental  department,   commission,  board,  bureau,  agency  or
     instrumentality,  and there are no actions,  suits, claims,  proceedings or
     investigations  pending or, to the knowledge of Members or Parks threatened
     against or affecting  Members or Parks at law or in equity, or before or by
     any federal,  state,  municipal or other  governmental  court,  department,
     commission, board, bureau, agency or instrumentality,  domestic or foreign.
     Members and Parks have complied  jointly and  individually  in all material
     respects with all laws,  regulations and orders  applicable to its business
     the violation of which would have a material adverse effect on the business
     of Parks  taken as a whole.  Material  adverse  effect  means any matter in
     excess of $1,000.00 . (h) Parks and Members  individually  and collectively
     are in  compliance  with all federal  and state  statutes  and  regulations
     regarding the business of Parks.

          (i) Parks is not a party to any employment  contract with any managing
     member or member nor to any lease, agreement or any other commitment not in
     the usual and ordinary course of business,  nor to any accrued salary,  any
     pension,  insurance,  profit-sharing  or bonus plan  except as set forth on
     Exhibit "1(i)".
<PAGE>

          (j) Parks is not in default under any agreement to which it is a party
     nor in the payment of any of its obligations and has filed all tax returns,
     federal  and  state,  which it is  required  to file and Parks has paid all
     taxes.

          (k) No  representation  or warranty in this section,  nor statement in
     any document, certificate or schedule furnished or to be furnished pursuant
     to this  Agreement  by the Members  and Parks,  or in  connection  with the
     transactions   contemplated  hereby,   contains  or  contained  any  untrue
     statement  of a  material  fact,  nor does or will omit to state a material
     fact  necessary to make any statement of fact  contained  herein or therein
     not misleading.  Parks has maintained, and will until the Closing, maintain
     in full force and effect  adequate  policies  of  insurance  with  coverage
     sufficient to meet the normal requirements of its business.

          (l) Parks is not in default under any agreement to which it is a party
     nor in the payment of any of its obligations.

     2.   (REPRESENTATIONS AND WARRANTIES OF WINCANTON) Wincanton represents and
          warrants that:

          (a) Wincanton is a corporation duly organized and validly existing and
     in good standing under the laws of the State of Washington; is qualified to
     transact   business  in  states  as   required;   and  has  an   authorized
     capitalization   of  15,000,000  shares  of  which  there  are  issued  and
     outstanding  11,323,948  shares of capital  stock,  par value of $0.001 per
     share.

          (b) Wincanton has delivered to Members it audited financial statements
     for the period ended June 30, 1999. Wincanton represents that the financial
     statements are presented in accordance with generally  accepted  accounting
     principles and that the financial statements accurately reflect Wincanton's
     financial condition as of June 30, 1999.

          (c) Wincanton  represents that at the Closing it will present evidence
     satisfactory  to Members that it has no material  liabilities  other than a
     liability  of  $12,000  to it  auditors,  another  liability  of $3,394 and
     $64,924 owed to a director.
<PAGE>

          (d)  Wincanton  is not a party to any  litigation  in any capacity and
     Wincanton has no liabilities or commitments which will be outstanding as of
     the Closing date except as set forth on Exhibit "2(d)".

          (e)  Wincanton  is not a party  to any  employment  contract  with any
     officer or  director or  stockholder,  nor to any lease,  agreement  or any
     other  commitment not in the usual and ordinary course of business,  nor to
     any pension, insurance, profit-sharing or bonus plan.

          (f)  Wincanton  is not a  defendant,  nor a plaintiff  against  whom a
     counterclaim has been asserted,  in any litigation,  pending or threatened,
     nor has any  material  claim (which claim is in excess of $1,000) been made
     or asserted against Wincanton,  nor are there any proceedings threatened or
     pending  before  any  federal,  state  or  municipal  government,   or  any
     department, board, body or agency thereof, involving Wincanton.

          (g)  Wincanton is not in default  under any agreement to which it is a
     party nor in the payment of any of its obligations  other than as stated in
     paragraph 2(c).

          (h) Between the date hereof and the Closing,  Wincanton  will not have
     (i) paid or declared any dividends on or made any  distributions in respect
     of, or issued,  purchased or redeemed,  any of the outstanding shares of it
     capital  stock,  or (ii) made or authorized  any changes in its Articles of
     Incorporation  or in any  amendment  thereto  or in its  By-Laws  except as
     provided in this Agreement,  or (iii) made any commitments or disbursements
     or incurred any  obligations  or  liabilities  of a substantial  nature and
     which  are not in the  usual  and  ordinary  course  of  business,  or (iv)
     mortgaged or pledged or subjected to any lien,  charge or other encumbrance
     any of their  assets,  tangible  or  intangible,  except  in the  usual and
     ordinary  course of it business,  or (v) sold,  leased,  or  transferred or
     contracted to sell,  lease or transfer any assets,  tangible or intangible,
     or entered  into any other  transactions,  except in the usual and ordinary
     course of  business,  or (vi)  made any  material  change  in any  existing
     employment  agreement or  increased  the  compensation  payable or made any
     arrangement for the payment of any bonus to any officer, director, employee
     or agent.
<PAGE>

          (i) This  Agreement  has  been  duly  executed  by  Wincanton  and the
     execution and performance of this Agreement will not violate,  or result in
     a breach  of,  or  constitute  a default  in,  any  agreement,  instrument,
     judgment  order or decree to which it is a party or to which it is  subject
     nor will such  execution  and  performance  constitute  a  violation  of or
     conflict with any fiduciary to which it is subject.

          (j)  Wincanton  is not in default  with  respect  to any order,  writ,
     injunction,  or decree of any court or federal,  state, municipal, or other
     governmental   department,    commission,    board,   bureau,   agency   or
     instrumentality,  and there are no actions,  suits, claims,  proceedings or
     investigations pending or, to the knowledge of Wincanton threatened against
     or affecting  Wincanton  at law or in equity,  or before or by any federal,
     state,  municipal  or other  governmental  court,  department,  commission,
     board, bureau,  agency or instrumentality,  domestic or foreign.  Wincanton
     has complied in all material respects with all laws, regulations and orders
     applicable to it business.

          (k) No  representation  or warranty in this section,  nor statement in
     any document, certificate or schedule furnished or to be furnished pursuant
     to this  Agreement by  Wincanton,  or in connection  with the  transactions
     contemplated  hereby,  contains  or  contained  any untrue  statement  of a
     material  fact, nor does or will omit to state a material fact necessary to
     make any statement of fact contained herein or therein not misleading.

     3.   (TIME  AND  PLACE  OF   CLOSING)   The   Closing   shall  be  held  on
          _____________,  November  ______,  1999, at 11:00 A.M., local time, at
          the offices of _______________________ or at such other time and place
          as  may be  mutually  agreed  upon  between  the  parties  in  writing
          (hereinafter "the Closing").

     4.   (CLOSING) The Closing of this Agreement shall proceed as follows:

          (a) Wincanton  shall take action either by  shareholder  meeting or by
     consent of it shareholders for the following purposes:

               (1) To approve and ratify the Stock Purchase Agreement;

               (2) To elect directors as designated by Parks and Members,  which
          election shall become effective after the Closing;

               (3) To amend Article I of the Articles of Incorporation to change
          the name of Wincanton to Parks America! Inc. and to amend its Articles
          of Incorporation to provide for capitalization of 30,000,000 shares of
          common stock, par value of $.001 per share.
<PAGE>

               (4) To effect a reverse stock split and a recapitalization on the
          basis of one hundred shares for one with the number of shares for each
          shareholder to be rounded up to the nearest 100  shareholders  for all
          shareholders  who  would  have held  less  than 100  shares  after the
          reverse split.

               (b) Present a  certificate  of an officer of  Wincanton  to Parks
          that any  remaining  outstanding  liabilities  of  Wincanton as of the
          closing  date have been  completely  and  totally  satisfied  and that
          Wincanton as of the closing has no liabilities  except as acknowledged
          and agreed to by the parties in Paragraph 2(c).

               (c) Present  evidence  satisfactory  to Parks that  Wincanton has
          taken all requisite  procedures to dissolve Tradesman,  Inc., a ninety
          per cent owned subsidiary of Wincanton.

               (d)  Wincanton  shall hold a meeting of its Board of Directors in
          ______________ at ________ P.M., local time, on December ______, 1999,
          to authorize the issuance of 12,000,000 shares of Wincanton restricted
          common  stock,  par value $0.0001 per share (post reverse stock split)
          to the Members in exchange for the 12,000,000 interests of the Members
          of Parkes at an exchange ratio of one shares of Wincanton common stock
          for one interest in Parks. Wincanton shall deliver instructions to its
          transfer agent to issue certificates evidencing to the Members, on the
          basis of one  share of  Wincanton  for one  interest  of  Parks.  Each
          certificate  issued  to the  Members  will bear a  restrictive  legend
          prohibiting  the transfer by the holder  without first  complying with
          the  Securities  Act of 1933,  as  amended,  or Rule  144  promulgated
          thereunder.

               (e) Members shall do the following:  (1) present a  certification
          that Parks is a limited  liability  company in good standing under the
          laws of the State of Idaho;  (2) present a certification  that Members
          have clear title and unencumbered ownership of 12,000,000 interests of
          Parks;  (3) present executed  investment  letters in the form mutually
          agreed upon by the parties;  (4) transfer the 12,000,000  interests of
          Parks to Wincanton.

     5.   (CONDITIONS  TO CLOSING) The Members' and  Wincanton's  obligations to
          complete the transactions  provided for herein shall be subject to the
          performance by them of all their respective agreements to be performed
          hereunder on or before the Closing, to the material truth and accuracy
          of the  respective  representations  and warranties of the Members and
          Wincanton contained herein, and to the further conditions that:
<PAGE>

          (a) All  representations  and  warranties  of  Members  and  Wincanton
     contained in this  Agreement are  substantially  true and correct and as of
     the Closing with the same effect as if made on and as of said date.

          (b) As of the Closing there shall have been no material adverse change
     in the  affairs,  business,  property or  financial  condition of Parks and
     Wincanton, and the Members and Wincanton shall so certify in writing.

          (c) All of the  agreements  and covenants  contained in this Agreement
     that  are to be  complied  with,  satisfied  and  performed  by each of the
     parties hereto on or before the Closing,  shall, in all material  respects,
     have been complied with, satisfied and performed.

     6.   (ADDITIONAL  COVENANTS)  During the period between the date hereof and
          the Closing, Wincanton shall conduct and the Members shall cause Parks
          to conduct its business and operations in the same manner in which the
          same have heretofore been conducted. During such period, unless it has
          received written consent thereto from the other party,  neither Parks,
          Members nor Wincanton will:

          (a)  Incur  any  obligation,  liability  or  commitment,  absolute  or
     contingent,  other than  current  liabilities  incurred in the ordinary and
     usual course of business.

          (b)  Declare  or pay and  dividends  on or make any  distributions  in
     respect  of, or issue,  purchase  or redeem  any of its  shares of stock or
     partnership  interests  except as agreed to by  Wincanton  and the Managing
     Members of Parks.

          (c)  Subject  any of its  properties  to a  mortgage,  pledge or lien,
     except in the ususal and ordinary course of business.

          (d) Sell or transfer  any of its  properties,  except in the usual and
     ordinary course of business.

          (e) Make any investment of a capital  nature,  except in the usual and
     ordinary course of business.
<PAGE>

          (f) Enter into any  long-term  contracts or  commitments  or modify or
     terminate any existing agreements,  except in the usual and ordinary course
     of business.

          (g) Use any of its assets or properties except for proper purposes.

          (h) Sell, contract to sell or issue any equity or debt securities.

     7.   (ACCESS  TO  RECORDS)  During  the  period  between  the  date of this
          Agreement and the Closing, Wincanton and the Members shall each accord
          representatives of the other party free access to the offices, plants,
          records,  files,  books of account and tax returns,  provided the same
          will not  unreasonably  interfere  with the normal  operations of such
          entities.

     8.   (FINDER'S  FEE) The parties are paying a finder's  fee in post reverse
          split  shares of  Wincanton  restricted  common stock in the amount of
          shares  and to the  persons  listed  on  Exhibit  "B" and each  person
          receiving  shares  must  execute  an  investment   letter  in  a  form
          satisfactory to the parties.

     9.   (NOTICES) Any notice under this Agreement shall be deemed to have been
          sufficiently  given if sent by registered or certified  mail,  postage
          prepaid, addressed as follows:

               If to the Members, to:
               Robert Klosterman
               P.O. Box 1400
               Eagle, Idaho 83616

               If to Wincanton, to:
               Henry Hornby
               3653 Hemlock Court
               Reno, Nevada

               or to any other  address  which may  hereafter be  designated  by
               either party by notice  given in such manner . All notices  shall
               be deemed to have been given as of the date of receipt.

     10.  (INDEMNIFICATION)   The  present   directors  of  Wincanton  agree  to
          indemnify  Wincanton  and to hold them  harmless  with  respect to any
          undisclosed liabilities,  obligations or contingencies that may accrue
          and against all actions,  suits,  proceedings,  demands,  assessments,
          fines,  judgments,  costs,  expenses  or  reasonable  attorney's  fees
          related thereto for any matters not disclosed.
<PAGE>

     11.  (TERMINATION  AND  ABANDONMENT)  This  Agreement may be terminated and
          abandoned  at  any  time  prior  to the  Closing  upon  the  following
          conditions:

          (a) By the mutual consent of the parties.

          (b) By the Board of  Directors  of  Wincanton or by the Members if, in
     the opinion of either,  the Closing of the  Agreement is  impracticable  by
     reasons of litigation or change of circumstances.

          (c) By the Board of  Directors  of  Wincanton or by the Members if, in
     the bona  fide  judgment  of  either,  there  shall  have  been a  material
     violation of any covenant or agreement set forth herein, or any warranty or
     representation  shall be untrue;  or the Board of Directors  should, in its
     bona fide  judgment,  deem the Agreement  inadvisable or  impracticable  by
     reason of any defect  which,  in the opinion of counsel,  for the party who
     has made such determination,  constitutes a material defect in the title of
     the other party,  or which defect affect a material part of its assets,  or
     which has  otherwise  subjected  the party to a  substantial  liability  or
     obligation.

          (d) By either  party if any action or  proceeding  before any court or
     governmental  body or agency shall have been  instituted  or  threatened to
     restrain or prohibit  the  consummation  of this  Agreement  and such party
     deems it inadvisable to proceed.

          And in the event of termination, notice shall be given to Wincanton or
     Members and  thereupon  this  Agreement  shall become wholly void and of no
     effect and there shall be no liability on the part of either to the other.

     12.  (COUNTERPARTS)  This  Agreement  may  be  executed  in any  number  of
          counterparts,  each of which when executed and  delivered  shall be an
          original,  but all such counterparts shall constitute one and the same
          instrument.

     13.  (MERGER  CLAUSE) This Agreement  supersedes  all prior  agreements and
          understandings   between  the  parties  and  may  not  be  changed  or
          terminated orally,  and no attempted change,  termination or waiver of
          any of the  provisions  hereof shall be binding  unless in writing and
          signed by the parties hereto.
<PAGE>

     14.  (GOVERNING  LAW) This  Agreement  shall be governed  by and  construed
          according to the laws of the State of __________.

     15.  (NO AMBIGUITY  CONSTRUED  AGAINST  EITHER  PARTY)  Parks'  counsel has
          prepared this  Agreement,  this  Agreement and related  documents were
          prepared  with the input and  participation  of both parties and their
          counsel.  In the event of any  ambiguity  or  question  of  meaning or
          interpretation,  neither  Members  and  Parks nor  Wincanton  shall be
          deemed the "drafter" of the document and shall not have the Agreement,
          in whole or in part, construed against one party or the other.

          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
     be executed the day and year first above written.

                                                    WINCANTON CORPORATION:
ATTEST:



----------------------                              -----------------------
Secretary                                            President

STATE OF NEVADA            )
                           :        ss.
COUNTY OF                  )

     On  this  _______  day of  ___________,  1999,  before  me the  undersigned
officer, personally appeared  ____________________ and _________________,  known
personally  to me to be  the  President  and  Secretary,  respectively,  of  the
above-named corporation, and that they, as such officers, being authorized so to
do, executed the foregoing  instrument for the purposes  therein  contained,  by
signing the name of the corporation by themselves as such officers.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal.




                                                     ---------------------------
                                                     NOTARY PUBLIC
My Commission Expires:                               Residing at:


<PAGE>

                                                      NORTHWEST PARKS LLC:



                                                      BY
                                                        ---------------------


STATE OF IDAHO             )
                           :       ss.
COUNTY OF                  )

     On this _______ day of  _______________,  1999,  before me the  undersigned
MANAGING MEMBER personally appeared _______________________, known personally to
me to be the MANAGING MEMBER of the above-named  limited  liability  company and
the he, as such,  being  authorized so to do, executed the foregoing  instrument
for the purposes therein contained, by signing the name of the limited liability
company by himself as such MANAGING MEMBER.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal.





                                                     ---------------------------
                                                     NOTARY PUBLIC
My Commission Expires:                               Residing at:



                                    MEMBERS:



-----------------------------                               --------------------
J. Randolph Ayre                                            Date


-----------------------------                               --------------------
Dr. S. Craig Barton                                         Date

<PAGE>


-----------------------------                               --------------------
Dr. Alan Beultel                                            Date


-----------------------------                               --------------------
Dr. H. James Clark                                          Date


-----------------------------                               --------------------
Dobson Family Ltd. Partnership                              Date


-----------------------------                               --------------------
Dr. Larry Eastland                                          Date


-----------------------------                               --------------------
Christopher L. Eastland                                     Date


-----------------------------                               --------------------
Floating Feather Entertainment,                             Date
Inc.


-----------------------------                               --------------------
Forbes Investments, Inc.                                    Date


-----------------------------                               --------------------
Fox Mountain, Inc.                                          Date


-----------------------------                               --------------------
FSC Ltd.                                                    Date

<PAGE>



-----------------------------                               --------------------
Lane A. Fullmer                                             Date


-----------------------------                               --------------------
Jerald Holloway                                             Date


-----------------------------                               --------------------
Henri R. Hornby                                             Date


-----------------------------                               --------------------
Grant Ipsen                                                 Date


-----------------------------                               --------------------
Mark Johnson                                                Date


-----------------------------                               --------------------
Dr. G. Robert W. Klomp                                      Date


-----------------------------                               --------------------
Klosterman Family Trust of 1998                             Date


-----------------------------                               --------------------
Jack Klosterman                                             Date


-----------------------------                               --------------------
Robert Klosterman                                           Date


-----------------------------                               --------------------
David Koga                                                  Date

<PAGE>


-----------------------------                               --------------------
Michael Kolb                                                Date



-----------------------------                               --------------------
Laburnam Investments, Ltd.                                  Date


-----------------------------                               --------------------
Martin Consultants, Inc.                                    Date


-----------------------------                               --------------------
Metrolink Holdings Ltd.                                     Date


-----------------------------                               --------------------
Michael E. Mills                                            Date


-----------------------------                               --------------------
Dr. Marshall Ogden                                          Date


-----------------------------                               --------------------
Dr. Craig Olsen                                             Date


-----------------------------                               --------------------
Stan Olson                                                  Date


-----------------------------                               --------------------
Dr. Coe Parker                                              Date


-----------------------------                               --------------------
Salvati Family Trust                                        Date


-----------------------------                               --------------------
James Smith                                                 Date

<PAGE>


-----------------------------                               --------------------
Mark Stubbs                                                 Date



-----------------------------                               --------------------
Richard Swensen                                             Date


-----------------------------                               --------------------
Yorkshire Capital Ltd.                                      Date