GI JOES INC S-1/A

AMENDMENT NO. 1 TO FORM S-1

AGREEMENT AND PLAN OF MERGER DATED JULY 1, 1998

AMENDED AND RESTATED ARTICLES OF INCORPORATION

BYLAWS, AS RESTATED

LEASE DATED JUNE 3, 1997, AS AMENDED

EASTPORT PLAZA LEASE DATED APRIL 12, 1978

LEASE DATED MAY 10, 1973, AS AMENDED

SUBLEASE DATED MARCH 28, 1984

BUILDING LEASE DATED OCTOBER 9, 1980, AS AMENDED

LEASE DATED APRIL 17, 1998 BETWEEN WREP 1998-1 LLC

PURCHASE AND SALE AGREEMENT DATED APRIL 17, 1998

REAL ESTATE PURCHASE AND SALE AGREEMENT

SUBLEASE DATED OCTOBER 8, 1981

FIRST AMENDMENT TO LEASE DATED JUNE 15, 1991

LEASE DATED MAY 12, 1997

LEASE DATED JUNE 23, 1989, AS AMENDED

LEASE DATED JUNE 23, 1989, AS AMENDED

LEASE DATED JANUARY 28, 1998

PURCHASE AND SALE AGREEMENT DATED APRIL 21, 1998

G.I. JOES'S INC. PENSION PLAN

1998 INCENTIVE COMPENSATION PLAN

LOAN AND SECURITY AGREEMENT DATED MARCH 10, 1998

9% SUBORDINATED NOTE DUE 2008 DATED MAY 4, 1998

ND HOLDINGS, INC. COMMON STOCK PURCHASE WARRANT

WARRANT DATED MAY 8, 1998 BY ND HOLDINGS, INC.

WARRANT DATED MAY 8, 1998 BY ND HOLDINGS, INC.

REGISTRATION RIGHTS AGREEMENT DATED MAY 8, 1998

SECURITY AGREEMENT DATED OCTOBER 31, 1997

PROMISSORY NOTES DATED OCT. 1997 AND DEC. 22, 1997

PROMISSORY NOTE DATED APRIL, 1998 ($283,410.00)

PROMISSORY NOTE DATED APRIL, 1998 ($191,106.00)

AGREEMENT BETWEEN DAVID ORKNEY AND G.I. JOE'S

G.I. JOE'S, INC. COMMON STOCK PURCHASE WARRANT