No. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT...

1
EXHIBIT 10.20

No.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE
SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS
COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE
HOLDER OF THE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT
SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT AND APPLICABLE STATE
SECURITIES LAWS.

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$ Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to or its registered assigns (the "Holder"), the
sum of DOLLARS ($100,000), or such lesser amount as shall then equal the
outstanding principal amount hereof and any unpaid accrued interest hereon, as
set forth below, on May 1, 2008 ("Maturity Date"). Payment for all amounts due
hereunder shall be made by mail to the registered address of the Holder, or, if
requested in writing by the Holder, by wire transfer in accordance with the
Holder's instructions. This Note is issued in connection with the transactions
described in that certain Note Purchase Agreement dated the date hereof, by and
among the Company and the Purchasers described therein, as the same may be
amended, modified or supplemented from time to time (the "Note Purchase
Agreement"). The Holder is subject to certain restrictions, and is entitled to
certain rights and privileges, set forth in the Note Purchase Agreement. This
Note is one of the Notes referred to as the "Notes" in the Note Purchase
Agreement.

-1-

2
No. 1

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$100,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXX X. AND XXXXXX X. XXXXXXX or its
registered assigns (the "Holder"), the sum of ONE HUNDRED THOUSAND DOLLARS
($100,000), or such lesser amount as shall then equal the outstanding principal
amount hereof and any unpaid accrued interest hereon, as set forth below, on May
1, 2008 ("Maturity Date"). Payment for all amounts due hereunder shall be made
by mail to the registered address of the Holder, or, if requested in writing by
the Holder, by wire transfer in accordance with the Holder's instructions. This
Note is issued in connection with the transactions described in that certain
Note Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

3
No. 2

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$100,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXX X. AND XXXXXXXXX X. XXXX or its
registered assigns (the "Holder"), the sum of ONE HUNDRED THOUSAND DOLLARS
($100,000), or such lesser amount as shall then equal the outstanding principal
amount hereof and any unpaid accrued interest hereon, as set forth below, on May
1, 2008 ("Maturity Date"). Payment for all amounts due hereunder shall be made
by mail to the registered address of the Holder, or, if requested in writing by
the Holder, by wire transfer in accordance with the Holder's instructions. This
Note is issued in connection with the transactions described in that certain
Note Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

4
No. 3

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$1,000,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXXXX X. XXXXX or its registered assigns
(the "Holder"), the sum of ONE MILLION DOLLARS ($1,000,000), or such lesser
amount as shall then equal the outstanding principal amount hereof and any
unpaid accrued interest hereon, as set forth below, on May 1, 2008 ("Maturity
Date"). Payment for all amounts due hereunder shall be made by mail to the
registered address of the Holder, or, if requested in writing by the Holder, by
wire transfer in accordance with the Holder's instructions. This Note is issued
in connection with the transactions described in that certain Note Purchase
Agreement dated the date hereof, by and among the Company and the Purchasers
described therein, as the same may be amended, modified or supplemented from
time to time (the "Note Purchase Agreement"). The Holder is subject to certain
restrictions, and is entitled to certain rights and privileges, set forth in the
Note Purchase Agreement. This Note is one of the Notes referred to as the
"Notes" in the Note Purchase Agreement.

-1-

5
No. 4

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$100,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to DOUBLE TEN ENTERPRISES LIMITED PARTNERSHIP or
its registered assigns (the "Holder"), the sum of ONE HUNDRED THOUSAND DOLLARS
($100,000), or such lesser amount as shall then equal the outstanding principal
amount hereof and any unpaid accrued interest hereon, as set forth below, on May
1, 2008 ("Maturity Date"). Payment for all amounts due hereunder shall be made
by mail to the registered address of the Holder, or, if requested in writing by
the Holder, by wire transfer in accordance with the Holder's instructions. This
Note is issued in connection with the transactions described in that certain
Note Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

6
No. 5

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$25,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXX X. XXXXXXXXXX or its registered
assigns (the "Holder"), the sum of TWENTY-FIVE THOUSAND DOLLARS ($25,000), or
such lesser amount as shall then equal the outstanding principal amount hereof
and any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

7
No. 6

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$40,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXX XXXX or its registered assigns (the
"Holder"), the sum of FORTY THOUSAND DOLLARS ($40,000), or such lesser amount as
shall then equal the outstanding principal amount hereof and any unpaid accrued
interest hereon, as set forth below, on May 1, 2008 ("Maturity Date"). Payment
for all amounts due hereunder shall be made by mail to the registered address of
the Holder, or, if requested in writing by the Holder, by wire transfer in
accordance with the Holder's instructions. This Note is issued in connection
with the transactions described in that certain Note Purchase Agreement dated
the date hereof, by and among the Company and the Purchasers described therein,
as the same may be amended, modified or supplemented from time to time (the
"Note Purchase Agreement"). The Holder is subject to certain restrictions, and
is entitled to certain rights and privileges, set forth in the Note Purchase
Agreement. This Note is one of the Notes referred to as the "Notes" in the Note
Purchase Agreement.

-1-

8
No. 7

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$50,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXX X. XXX XXXXXXX or its registered
assigns (the "Holder"), the sum of FIFTY THOUSAND DOLLARS ($50,000), or such
lesser amount as shall then equal the outstanding principal amount hereof and
any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

9
No. 8

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$50,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXX X. XXXXXX or its registered assigns (the
"Holder"), the sum of FIFTY THOUSAND DOLLARS ($50,000), or such lesser amount as
shall then equal the outstanding principal amount hereof and any unpaid accrued
interest hereon, as set forth below, on May 1, 2008 ("Maturity Date"). Payment
for all amounts due hereunder shall be made by mail to the registered address of
the Holder, or, if requested in writing by the Holder, by wire transfer in
accordance with the Holder's instructions. This Note is issued in connection
with the transactions described in that certain Note Purchase Agreement dated
the date hereof, by and among the Company and the Purchasers described therein,
as the same may be amended, modified or supplemented from time to time (the
"Note Purchase Agreement"). The Holder is subject to certain restrictions, and
is entitled to certain rights and privileges, set forth in the Note Purchase
Agreement. This Note is one of the Notes referred to as the "Notes" in the Note
Purchase Agreement.

-1-

10
No. 9

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$150,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXXX X. XXXXXX or its registered assigns
(the "Holder"), the sum of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000), or
such lesser amount as shall then equal the outstanding principal amount hereof
and any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

11
No. 10

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$150,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXX & XXXXX XXXXXX or its registered
assigns (the "Holder"), the sum of ONE HUNDRED FIFTY THOUSAND DOLLARS
($150,000), or such lesser amount as shall then equal the outstanding principal
amount hereof and any unpaid accrued interest hereon, as set forth below, on May
1, 2008 ("Maturity Date"). Payment for all amounts due hereunder shall be made
by mail to the registered address of the Holder, or, if requested in writing by
the Holder, by wire transfer in accordance with the Holder's instructions. This
Note is issued in connection with the transactions described in that certain
Note Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

12
No. 11

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$50,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXX AND XXXXX XXXXXXX or its registered
assigns (the "Holder"), the sum of FIFTY THOUSAND DOLLARS ($50,000), or such
lesser amount as shall then equal the outstanding principal amount hereof and
any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

13
No. 12

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$50,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXX XXXXXX or its registered assigns (the
"Holder"), the sum of FIFTY THOUSAND DOLLARS ($50,000), or such lesser amount as
shall then equal the outstanding principal amount hereof and any unpaid accrued
interest hereon, as set forth below, on May 1, 2008 ("Maturity Date"). Payment
for all amounts due hereunder shall be made by mail to the registered address of
the Holder, or, if requested in writing by the Holder, by wire transfer in
accordance with the Holder's instructions. This Note is issued in connection
with the transactions described in that certain Note Purchase Agreement dated
the date hereof, by and among the Company and the Purchasers described therein,
as the same may be amended, modified or supplemented from time to time (the
"Note Purchase Agreement"). The Holder is subject to certain restrictions, and
is entitled to certain rights and privileges, set forth in the Note Purchase
Agreement. This Note is one of the Notes referred to as the "Notes" in the Note
Purchase Agreement.

-1-

14
No. 13

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$1,250,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXX X. XXXXXXXX or its registered assigns
(the "Holder"), the sum of ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS
($1,250,000), or such lesser amount as shall then equal the outstanding
principal amount hereof and any unpaid accrued interest hereon, as set forth
below, on May 1, 2008 ("Maturity Date"). Payment for all amounts due hereunder
shall be made by mail to the registered address of the Holder, or, if requested
in writing by the Holder, by wire transfer in accordance with the Holder's
instructions. This Note is issued in connection with the transactions described
in that certain Note Purchase Agreement dated the date hereof, by and among the
Company and the Purchasers described therein, as the same may be amended,
modified or supplemented from time to time (the "Note Purchase Agreement"). The
Holder is subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

15
No. 14

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$450,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to PEREGRINE CAPITAL, INC. or its registered
assigns (the "Holder"), the sum of FOUR HUNDRED FIFTY THOUSAND DOLLARS
($450,000), or such lesser amount as shall then equal the outstanding principal
amount hereof and any unpaid accrued interest hereon, as set forth below, on May
1, 2008 ("Maturity Date"). Payment for all amounts due hereunder shall be made
by mail to the registered address of the Holder, or, if requested in writing by
the Holder, by wire transfer in accordance with the Holder's instructions. This
Note is issued in connection with the transactions described in that certain
Note Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

16
No. 15

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$100,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXX XXXXXXX or its registered assigns (the
"Holder"), the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000), or such lesser
amount as shall then equal the outstanding principal amount hereof and any
unpaid accrued interest hereon, as set forth below, on May 1, 2008 ("Maturity
Date"). Payment for all amounts due hereunder shall be made by mail to the
registered address of the Holder, or, if requested in writing by the Holder, by
wire transfer in accordance with the Holder's instructions. This Note is issued
in connection with the transactions described in that certain Note Purchase
Agreement dated the date hereof, by and among the Company and the Purchasers
described therein, as the same may be amended, modified or supplemented from
time to time (the "Note Purchase Agreement"). The Holder is subject to certain
restrictions, and is entitled to certain rights and privileges, set forth in the
Note Purchase Agreement. This Note is one of the Notes referred to as the
"Notes" in the Note Purchase Agreement.

-1-

17
No. 16

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$75,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXXX XXXXXXX or its registered assigns
(the "Holder"), the sum of SEVENTY-FIVE THOUSAND DOLLARS ($75,000), or such
lesser amount as shall then equal the outstanding principal amount hereof and
any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

18
No. 17

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$20,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXX XXXXX or its registered assigns (the
"Holder"), the sum of TWENTY THOUSAND DOLLARS ($20,000), or such lesser amount
as shall then equal the outstanding principal amount hereof and any unpaid
accrued interest hereon, as set forth below, on May 1, 2008 ("Maturity Date").
Payment for all amounts due hereunder shall be made by mail to the registered
address of the Holder, or, if requested in writing by the Holder, by wire
transfer in accordance with the Holder's instructions. This Note is issued in
connection with the transactions described in that certain Note Purchase
Agreement dated the date hereof, by and among the Company and the Purchasers
described therein, as the same may be amended, modified or supplemented from
time to time (the "Note Purchase Agreement"). The Holder is subject to certain
restrictions, and is entitled to certain rights and privileges, set forth in the
Note Purchase Agreement. This Note is one of the Notes referred to as the
"Notes" in the Note Purchase Agreement.

-1-

19
No. 18

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$100,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXX XXXXXXX or its registered assigns (the
"Holder"), the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000), or such lesser
amount as shall then equal the outstanding principal amount hereof and any
unpaid accrued interest hereon, as set forth below, on May 1, 2008 ("Maturity
Date"). Payment for all amounts due hereunder shall be made by mail to the
registered address of the Holder, or, if requested in writing by the Holder, by
wire transfer in accordance with the Holder's instructions. This Note is issued
in connection with the transactions described in that certain Note Purchase
Agreement dated the date hereof, by and among the Company and the Purchasers
described therein, as the same may be amended, modified or supplemented from
time to time (the "Note Purchase Agreement"). The Holder is subject to certain
restrictions, and is entitled to certain rights and privileges, set forth in the
Note Purchase Agreement. This Note is one of the Notes referred to as the
"Notes" in the Note Purchase Agreement.

-1-

20
No. 19

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$50,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXX XXXXXXXX or its registered assigns (the
"Holder"), the sum of FIFTY THOUSAND DOLLARS ($50,000), or such lesser amount as
shall then equal the outstanding principal amount hereof and any unpaid accrued
interest hereon, as set forth below, on May 1, 2008 ("Maturity Date"). Payment
for all amounts due hereunder shall be made by mail to the registered address of
the Holder, or, if requested in writing by the Holder, by wire transfer in
accordance with the Holder's instructions. This Note is issued in connection
with the transactions described in that certain Note Purchase Agreement dated
the date hereof, by and among the Company and the Purchasers described therein,
as the same may be amended, modified or supplemented from time to time (the
"Note Purchase Agreement"). The Holder is subject to certain restrictions, and
is entitled to certain rights and privileges, set forth in the Note Purchase
Agreement. This Note is one of the Notes referred to as the "Notes" in the Note
Purchase Agreement.

-1-

21
No. 20

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$50,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to TT&L SHEET METAL, INC. PROFIT SHARING PLAN or
its registered assigns (the "Holder"), the sum of FIFTY THOUSAND DOLLARS
($50,000), or such lesser amount as shall then equal the outstanding principal
amount hereof and any unpaid accrued interest hereon, as set forth below, on May
1, 2008 ("Maturity Date"). Payment for all amounts due hereunder shall be made
by mail to the registered address of the Holder, or, if requested in writing by
the Holder, by wire transfer in accordance with the Holder's instructions. This
Note is issued in connection with the transactions described in that certain
Note Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

22
No. 21

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$110,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXX XXXXXXXX or its registered assigns (the
"Holder"), the sum of ONE HUNDRED TEN THOUSAND DOLLARS ($110,000), or such
lesser amount as shall then equal the outstanding principal amount hereof and
any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

23
No. 22

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$50,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXXX XXXXXXX or its registered assigns
(the "Holder"), the sum of FIFTY THOUSAND DOLLARS ($50,000), or such lesser
amount as shall then equal the outstanding principal amount hereof and any
unpaid accrued interest hereon, as set forth below, on May 1, 2008 ("Maturity
Date"). Payment for all amounts due hereunder shall be made by mail to the
registered address of the Holder, or, if requested in writing by the Holder, by
wire transfer in accordance with the Holder's instructions. This Note is issued
in connection with the transactions described in that certain Note Purchase
Agreement dated the date hereof, by and among the Company and the Purchasers
described therein, as the same may be amended, modified or supplemented from
time to time (the "Note Purchase Agreement"). The Holder is subject to certain
restrictions, and is entitled to certain rights and privileges, set forth in the
Note Purchase Agreement. This Note is one of the Notes referred to as the
"Notes" in the Note Purchase Agreement.

-1-

24
No. 23

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$25,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXX XXXXXXXXX or its registered assigns (the
"Holder"), the sum of TWENTY-FIVE THOUSAND DOLLARS ($25,000), or such lesser
amount as shall then equal the outstanding principal amount hereof and any
unpaid accrued interest hereon, as set forth below, on May 1, 2008 ("Maturity
Date"). Payment for all amounts due hereunder shall be made by mail to the
registered address of the Holder, or, if requested in writing by the Holder, by
wire transfer in accordance with the Holder's instructions. This Note is issued
in connection with the transactions described in that certain Note Purchase
Agreement dated the date hereof, by and among the Company and the Purchasers
described therein, as the same may be amended, modified or supplemented from
time to time (the "Note Purchase Agreement"). The Holder is subject to certain
restrictions, and is entitled to certain rights and privileges, set forth in the
Note Purchase Agreement. This Note is one of the Notes referred to as the
"Notes" in the Note Purchase Agreement.

-1-

25
No. 24

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$50,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to FISERV AS CUSTODIAN FOR THE XXXXXXX XXXXXXX
IRA or its registered assigns (the "Holder"), the sum of FIFTY THOUSAND DOLLARS
($50,000), or such lesser amount as shall then equal the outstanding principal
amount hereof and any unpaid accrued interest hereon, as set forth below, on May
1, 2008 ("Maturity Date"). Payment for all amounts due hereunder shall be made
by mail to the registered address of the Holder, or, if requested in writing by
the Holder, by wire transfer in accordance with the Holder's instructions. This
Note is issued in connection with the transactions described in that certain
Note Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

26
No. 25

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$25,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXXX XXXXXXXX or its registered assigns
(the "Holder"), the sum of TWENTY-FIVE THOUSAND DOLLARS ($25,000), or such
lesser amount as shall then equal the outstanding principal amount hereof and
any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

27
No. 26

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$80,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXX XXXXXXXXX AND XXXXX XXXXXXXXX LIVING
TRUST or its registered assigns (the "Holder"), the sum of EIGHTY THOUSAND
DOLLARS ($80,000), or such lesser amount as shall then equal the outstanding
principal amount hereof and any unpaid accrued interest hereon, as set forth
below, on May 1, 2008 ("Maturity Date"). Payment for all amounts due hereunder
shall be made by mail to the registered address of the Holder, or, if requested
in writing by the Holder, by wire transfer in accordance with the Holder's
instructions. This Note is issued in connection with the transactions described
in that certain Note Purchase Agreement dated the date hereof, by and among the
Company and the Purchasers described therein, as the same may be amended,
modified or supplemented from time to time (the "Note Purchase Agreement"). The
Holder is subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

28
No. 27

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$250,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXX XXXXXXXXX or its registered assigns
(the "Holder"), the sum of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000), or
such lesser amount as shall then equal the outstanding principal amount hereof
and any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

29
No. 28

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$100,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to SUMMIT CAPITAL LLC or its registered assigns
(the "Holder"), the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000), or such
lesser amount as shall then equal the outstanding principal amount hereof and
any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

30
No. 29

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$750,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to TIBURON FUND LP or its registered assigns
(the "Holder"), the sum of SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000), or
such lesser amount as shall then equal the outstanding principal amount hereof
and any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

31
No. 30

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$750,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to SUMMIT FUND LP or its registered assigns (the
"Holder"), the sum of SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000), or such
lesser amount as shall then equal the outstanding principal amount hereof and
any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

32
No. 31

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$25,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXXX X. XXXXX or its registered assigns
(the "Holder"), the sum of TWENTY-FIVE THOUSAND DOLLARS ($25,000), or such
lesser amount as shall then equal the outstanding principal amount hereof and
any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

33
No. 32

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$150,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to VISTA CAPITAL LLC or its registered assigns
(the "Holder"), the sum of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000), or
such lesser amount as shall then equal the outstanding principal amount hereof
and any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

34
No. 33

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$100,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to WASHINGTON PACIFIC INC. RETIREMENT ACCOUNT or
its registered assigns (the "Holder"), the sum of ONE HUNDRED THOUSAND DOLLARS
($100,000), or such lesser amount as shall then equal the outstanding principal
amount hereof and any unpaid accrued interest hereon, as set forth below, on May
1, 2008 ("Maturity Date"). Payment for all amounts due hereunder shall be made
by mail to the registered address of the Holder, or, if requested in writing by
the Holder, by wire transfer in accordance with the Holder's instructions. This
Note is issued in connection with the transactions described in that certain
Note Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

35
No. 34

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$100,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to LEXINGTON FINANCIAL LLC or its registered
assigns (the "Holder"), the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000), or
such lesser amount as shall then equal the outstanding principal amount hereof
and any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

36
No. 35

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$200,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to BISON INVESTORS TRUST or its registered
assigns (the "Holder"), the sum of TWO HUNDRED THOUSAND DOLLARS ($200,000), or
such lesser amount as shall then equal the outstanding principal amount hereof
and any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

37
No. 36

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$50,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXX XXXXX or its registered assigns (the
"Holder"), the sum of FIFTY THOUSAND DOLLARS ($50,000), or such lesser amount as
shall then equal the outstanding principal amount hereof and any unpaid accrued
interest hereon, as set forth below, on May 1, 2008 ("Maturity Date"). Payment
for all amounts due hereunder shall be made by mail to the registered address of
the Holder, or, if requested in writing by the Holder, by wire transfer in
accordance with the Holder's instructions. This Note is issued in connection
with the transactions described in that certain Note Purchase Agreement dated
the date hereof, by and among the Company and the Purchasers described therein,
as the same may be amended, modified or supplemented from time to time (the
"Note Purchase Agreement"). The Holder is subject to certain restrictions, and
is entitled to certain rights and privileges, set forth in the Note Purchase
Agreement. This Note is one of the Notes referred to as the "Notes" in the Note
Purchase Agreement.

-1-

38
No. 37

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$200,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXX XXXXXX AND ASSOCIATES or its registered
assigns (the "Holder"), the sum of TWO HUNDRED THOUSAND DOLLARS ($200,000), or
such lesser amount as shall then equal the outstanding principal amount hereof
and any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

39
No. 38

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$100,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXXX X. XXXXX or its registered assigns
(the "Holder"), the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000), or such
lesser amount as shall then equal the outstanding principal amount hereof and
any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

40
No. 39

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$100,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXXX X. XXXXXXX or its registered assigns
(the "Holder"), the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000), or such
lesser amount as shall then equal the outstanding principal amount hereof and
any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

41
No. 40

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$80,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXX XXXXXXX or its registered assigns (the
"Holder"), the sum of EIGHTY THOUSAND DOLLARS ($80,000), or such lesser amount
as shall then equal the outstanding principal amount hereof and any unpaid
accrued interest hereon, as set forth below, on May 1, 2008 ("Maturity Date").
Payment for all amounts due hereunder shall be made by mail to the registered
address of the Holder, or, if requested in writing by the Holder, by wire
transfer in accordance with the Holder's instructions. This Note is issued in
connection with the transactions described in that certain Note Purchase
Agreement dated the date hereof, by and among the Company and the Purchasers
described therein, as the same may be amended, modified or supplemented from
time to time (the "Note Purchase Agreement"). The Holder is subject to certain
restrictions, and is entitled to certain rights and privileges, set forth in the
Note Purchase Agreement. This Note is one of the Notes referred to as the
"Notes" in the Note Purchase Agreement.

-1-

42
No. 41

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$50,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXXX XXXXXXXX AND XXXXX X. XXXXXXXX AS
TENANTS IN COMMON or its registered assigns (the "Holder"), the sum of FIFTY
THOUSAND DOLLARS ($50,000), or such lesser amount as shall then equal the
outstanding principal amount hereof and any unpaid accrued interest hereon, as
set forth below, on May 1, 2008 ("Maturity Date"). Payment for all amounts due
hereunder shall be made by mail to the registered address of the Holder, or, if
requested in writing by the Holder, by wire transfer in accordance with the
Holder's instructions. This Note is issued in connection with the transactions
described in that certain Note Purchase Agreement dated the date hereof, by and
among the Company and the Purchasers described therein, as the same may be
amended, modified or supplemented from time to time (the "Note Purchase
Agreement"). The Holder is subject to certain restrictions, and is entitled to
certain rights and privileges, set forth in the Note Purchase Agreement. This
Note is one of the Notes referred to as the "Notes" in the Note Purchase
Agreement.

-1-

43
No. 42

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$50,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXX XXXXX or its registered assigns (the
"Holder"), the sum of FIFTY THOUSAND DOLLARS ($50,000), or such lesser amount as
shall then equal the outstanding principal amount hereof and any unpaid accrued
interest hereon, as set forth below, on May 1, 2008 ("Maturity Date"). Payment
for all amounts due hereunder shall be made by mail to the registered address of
the Holder, or, if requested in writing by the Holder, by wire transfer in
accordance with the Holder's instructions. This Note is issued in connection
with the transactions described in that certain Note Purchase Agreement dated
the date hereof, by and among the Company and the Purchasers described therein,
as the same may be amended, modified or supplemented from time to time (the
"Note Purchase Agreement"). The Holder is subject to certain restrictions, and
is entitled to certain rights and privileges, set forth in the Note Purchase
Agreement. This Note is one of the Notes referred to as the "Notes" in the Note
Purchase Agreement.

-1-

44
No. 43

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$50,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to CAP XXXXXX & ASSOCIATES, INC. PENSION &
PROFIT SHARING PLAN & TRUST U/A DTD 1/1/76 or its registered assigns (the
"Holder"), the sum of FIFTY THOUSAND DOLLARS ($50,000), or such lesser amount as
shall then equal the outstanding principal amount hereof and any unpaid accrued
interest hereon, as set forth below, on May 1, 2008 ("Maturity Date"). Payment
for all amounts due hereunder shall be made by mail to the registered address of
the Holder, or, if requested in writing by the Holder, by wire transfer in
accordance with the Holder's instructions. This Note is issued in connection
with the transactions described in that certain Note Purchase Agreement dated
the date hereof, by and among the Company and the Purchasers described therein,
as the same may be amended, modified or supplemented from time to time (the
"Note Purchase Agreement"). The Holder is subject to certain restrictions, and
is entitled to certain rights and privileges, set forth in the Note Purchase
Agreement. This Note is one of the Notes referred to as the "Notes" in the Note
Purchase Agreement.

-1-

45
No. 44

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$25,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXX XXXXX or its registered assigns (the
"Holder"), the sum of TWENTY FIVE THOUSAND DOLLARS ($25,000), or such lesser
amount as shall then equal the outstanding principal amount hereof and any
unpaid accrued interest hereon, as set forth below, on May 1, 2008 ("Maturity
Date"). Payment for all amounts due hereunder shall be made by mail to the
registered address of the Holder, or, if requested in writing by the Holder, by
wire transfer in accordance with the Holder's instructions. This Note is issued
in connection with the transactions described in that certain Note Purchase
Agreement dated the date hereof, by and among the Company and the Purchasers
described therein, as the same may be amended, modified or supplemented from
time to time (the "Note Purchase Agreement"). The Holder is subject to certain
restrictions, and is entitled to certain rights and privileges, set forth in the
Note Purchase Agreement. This Note is one of the Notes referred to as the
"Notes" in the Note Purchase Agreement.

-1-

46
No. 45

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$100,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXXX X. XXXXXXXX or its registered assigns
(the "Holder"), the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000), or such
lesser amount as shall then equal the outstanding principal amount hereof and
any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

47
No. 46

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$100,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXXX XXXX XXXXXXXX or its registered
assigns (the "Holder"), the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000), or
such lesser amount as shall then equal the outstanding principal amount hereof
and any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

48
No. 47

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$100,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXX X. XXXXXXX or its registered assigns
(the "Holder"), the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000), or such
lesser amount as shall then equal the outstanding principal amount hereof and
any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

49
No. 48

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$100,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXX AND XXXXXXX XXXXXXXX or its registered
assigns (the "Holder"), the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000), or
such lesser amount as shall then equal the outstanding principal amount hereof
and any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

50
No. 49

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$50,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXX XXXXXXX AND XXXXXX X. XXXXXXX, JOINT
TENANTS IN COMMON or its registered assigns (the "Holder"), the sum of FIFTY
THOUSAND DOLLARS ($50,000), or such lesser amount as shall then equal the
outstanding principal amount hereof and any unpaid accrued interest hereon, as
set forth below, on May 1, 2008 ("Maturity Date"). Payment for all amounts due
hereunder shall be made by mail to the registered address of the Holder, or, if
requested in writing by the Holder, by wire transfer in accordance with the
Holder's instructions. This Note is issued in connection with the transactions
described in that certain Note Purchase Agreement dated the date hereof, by and
among the Company and the Purchasers described therein, as the same may be
amended, modified or supplemented from time to time (the "Note Purchase
Agreement"). The Holder is subject to certain restrictions, and is entitled to
certain rights and privileges, set forth in the Note Purchase Agreement. This
Note is one of the Notes referred to as the "Notes" in the Note Purchase
Agreement.

-1-

51
No. 50

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$50,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXX X. XXXXXXX or its registered assigns
(the "Holder"), the sum of FIFTY THOUSAND DOLLARS ($50,000), or such lesser
amount as shall then equal the outstanding principal amount hereof and any
unpaid accrued interest hereon, as set forth below, on May 1, 2008 ("Maturity
Date"). Payment for all amounts due hereunder shall be made by mail to the
registered address of the Holder, or, if requested in writing by the Holder, by
wire transfer in accordance with the Holder's instructions. This Note is issued
in connection with the transactions described in that certain Note Purchase
Agreement dated the date hereof, by and among the Company and the Purchasers
described therein, as the same may be amended, modified or supplemented from
time to time (the "Note Purchase Agreement"). The Holder is subject to certain
restrictions, and is entitled to certain rights and privileges, set forth in the
Note Purchase Agreement. This Note is one of the Notes referred to as the
"Notes" in the Note Purchase Agreement.

-1-

52
No. 51

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$50,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXX XXXXX XXXXXXX or its registered assigns
(the "Holder"), the sum of FIFTY THOUSAND DOLLARS ($50,000), or such lesser
amount as shall then equal the outstanding principal amount hereof and any
unpaid accrued interest hereon, as set forth below, on May 1, 2008 ("Maturity
Date"). Payment for all amounts due hereunder shall be made by mail to the
registered address of the Holder, or, if requested in writing by the Holder, by
wire transfer in accordance with the Holder's instructions. This Note is issued
in connection with the transactions described in that certain Note Purchase
Agreement dated the date hereof, by and among the Company and the Purchasers
described therein, as the same may be amended, modified or supplemented from
time to time (the "Note Purchase Agreement"). The Holder is subject to certain
restrictions, and is entitled to certain rights and privileges, set forth in the
Note Purchase Agreement. This Note is one of the Notes referred to as the
"Notes" in the Note Purchase Agreement.

-1-

53
No. 52

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$50,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXXXX X. XXXXX AND XXXX XXX XXXXX or its
registered assigns (the "Holder"), the sum of FIFTY THOUSAND DOLLARS ($50,000),
or such lesser amount as shall then equal the outstanding principal amount
hereof and any unpaid accrued interest hereon, as set forth below, on May 1,
2008 ("Maturity Date"). Payment for all amounts due hereunder shall be made by
mail to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

54
No. 53

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$25,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXXX X. XXXXXXXXX or its registered
assigns (the "Holder"), the sum of TWENTY-FIVE THOUSAND DOLLARS ($25,000), or
such lesser amount as shall then equal the outstanding principal amount hereof
and any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

55
No. 54

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$60,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXX X. XXXXXX or its registered assigns (the
"Holder"), the sum of SIXTY THOUSAND DOLLARS ($60,000), or such lesser amount as
shall then equal the outstanding principal amount hereof and any unpaid accrued
interest hereon, as set forth below, on May 1, 2008 ("Maturity Date"). Payment
for all amounts due hereunder shall be made by mail to the registered address of
the Holder, or, if requested in writing by the Holder, by wire transfer in
accordance with the Holder's instructions. This Note is issued in connection
with the transactions described in that certain Note Purchase Agreement dated
the date hereof, by and among the Company and the Purchasers described therein,
as the same may be amended, modified or supplemented from time to time (the
"Note Purchase Agreement"). The Holder is subject to certain restrictions, and
is entitled to certain rights and privileges, set forth in the Note Purchase
Agreement. This Note is one of the Notes referred to as the "Notes" in the Note
Purchase Agreement.

-1-

56
No. 55

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$50,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXX X. XXXXXXX or its registered assigns
(the "Holder"), the sum of FIFTY THOUSAND DOLLARS ($50,000), or such lesser
amount as shall then equal the outstanding principal amount hereof and any
unpaid accrued interest hereon, as set forth below, on May 1, 2008 ("Maturity
Date"). Payment for all amounts due hereunder shall be made by mail to the
registered address of the Holder, or, if requested in writing by the Holder, by
wire transfer in accordance with the Holder's instructions. This Note is issued
in connection with the transactions described in that certain Note Purchase
Agreement dated the date hereof, by and among the Company and the Purchasers
described therein, as the same may be amended, modified or supplemented from
time to time (the "Note Purchase Agreement"). The Holder is subject to certain
restrictions, and is entitled to certain rights and privileges, set forth in the
Note Purchase Agreement. This Note is one of the Notes referred to as the
"Notes" in the Note Purchase Agreement.

-1-

57
No. 56

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$50,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXX XXXXXXXX or its registered assigns
(the "Holder"), the sum of FIFTY THOUSAND DOLLARS ($50,000), or such lesser
amount as shall then equal the outstanding principal amount hereof and any
unpaid accrued interest hereon, as set forth below, on May 1, 2008 ("Maturity
Date"). Payment for all amounts due hereunder shall be made by mail to the
registered address of the Holder, or, if requested in writing by the Holder, by
wire transfer in accordance with the Holder's instructions. This Note is issued
in connection with the transactions described in that certain Note Purchase
Agreement dated the date hereof, by and among the Company and the Purchasers
described therein, as the same may be amended, modified or supplemented from
time to time (the "Note Purchase Agreement"). The Holder is subject to certain
restrictions, and is entitled to certain rights and privileges, set forth in the
Note Purchase Agreement. This Note is one of the Notes referred to as the
"Notes" in the Note Purchase Agreement.

-1-

58
No. 57

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$30,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXX X. XXXXXXX or its registered assigns
(the "Holder"), the sum of THIRTY THOUSAND DOLLARS ($30,000), or such lesser
amount as shall then equal the outstanding principal amount hereof and any
unpaid accrued interest hereon, as set forth below, on May 1, 2008 ("Maturity
Date"). Payment for all amounts due hereunder shall be made by mail to the
registered address of the Holder, or, if requested in writing by the Holder, by
wire transfer in accordance with the Holder's instructions. This Note is issued
in connection with the transactions described in that certain Note Purchase
Agreement dated the date hereof, by and among the Company and the Purchasers
described therein, as the same may be amended, modified or supplemented from
time to time (the "Note Purchase Agreement"). The Holder is subject to certain
restrictions, and is entitled to certain rights and privileges, set forth in the
Note Purchase Agreement. This Note is one of the Notes referred to as the
"Notes" in the Note Purchase Agreement.

-1-

59
No. 58

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$25,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXXX X. XXXXXX & XXXXXXX X. XXXXXX
REVOCABLE TRUST U/A DTD 10/31/95 or its registered assigns (the "Holder"), the
sum of TWENTY-FIVE THOUSAND DOLLARS ($25,000), or such lesser amount as shall
then equal the outstanding principal amount hereof and any unpaid accrued
interest hereon, as set forth below, on May 1, 2008 ("Maturity Date"). Payment
for all amounts due hereunder shall be made by mail to the registered address of
the Holder, or, if requested in writing by the Holder, by wire transfer in
accordance with the Holder's instructions. This Note is issued in connection
with the transactions described in that certain Note Purchase Agreement dated
the date hereof, by and among the Company and the Purchasers described therein,
as the same may be amended, modified or supplemented from time to time (the
"Note Purchase Agreement"). The Holder is subject to certain restrictions, and
is entitled to certain rights and privileges, set forth in the Note Purchase
Agreement. This Note is one of the Notes referred to as the "Notes" in the Note
Purchase Agreement.

-1-

60
No. 59

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$75,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXX LIVING TRUST or its registered assigns
(the "Holder"), the sum of SEVENTY-FIVE THOUSAND DOLLARS ($75,000), or such
lesser amount as shall then equal the outstanding principal amount hereof and
any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

61
No. 60

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$30,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to PAMB INVESTMENTS or its registered assigns
(the "Holder"), the sum of THIRTY THOUSAND DOLLARS ($30,000), or such lesser
amount as shall then equal the outstanding principal amount hereof and any
unpaid accrued interest hereon, as set forth below, on May 1, 2008 ("Maturity
Date"). Payment for all amounts due hereunder shall be made by mail to the
registered address of the Holder, or, if requested in writing by the Holder, by
wire transfer in accordance with the Holder's instructions. This Note is issued
in connection with the transactions described in that certain Note Purchase
Agreement dated the date hereof, by and among the Company and the Purchasers
described therein, as the same may be amended, modified or supplemented from
time to time (the "Note Purchase Agreement"). The Holder is subject to certain
restrictions, and is entitled to certain rights and privileges, set forth in the
Note Purchase Agreement. This Note is one of the Notes referred to as the
"Notes" in the Note Purchase Agreement.

-1-

62
No. 61

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$15,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXX X. XXXX or its registered assigns (the
"Holder"), the sum of FIFTEEN THOUSAND DOLLARS ($15,000), or such lesser amount
as shall then equal the outstanding principal amount hereof and any unpaid
accrued interest hereon, as set forth below, on May 1, 2008 ("Maturity Date").
Payment for all amounts due hereunder shall be made by mail to the registered
address of the Holder, or, if requested in writing by the Holder, by wire
transfer in accordance with the Holder's instructions. This Note is issued in
connection with the transactions described in that certain Note Purchase
Agreement dated the date hereof, by and among the Company and the Purchasers
described therein, as the same may be amended, modified or supplemented from
time to time (the "Note Purchase Agreement"). The Holder is subject to certain
restrictions, and is entitled to certain rights and privileges, set forth in the
Note Purchase Agreement. This Note is one of the Notes referred to as the
"Notes" in the Note Purchase Agreement.

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63
No. 62

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$50,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXX X. XXXXX AND XXXXXXX X. XXXXX, JTWROS
or its registered assigns (the "Holder"), the sum of FIFTY THOUSAND DOLLARS
($50,000), or such lesser amount as shall then equal the outstanding principal
amount hereof and any unpaid accrued interest hereon, as set forth below, on May
1, 2008 ("Maturity Date"). Payment for all amounts due hereunder shall be made
by mail to the registered address of the Holder, or, if requested in writing by
the Holder, by wire transfer in accordance with the Holder's instructions. This
Note is issued in connection with the transactions described in that certain
Note Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

64
No. 63

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$100,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXXX XXXXXXX or its registered assigns
(the "Holder"), the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000), or such
lesser amount as shall then equal the outstanding principal amount hereof and
any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

-1-

65
No. 64

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$20,000 Portland, Oregon
May 4, 1998

G. I. XXX'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to XXXXXX X. XXXXXX or its registered assigns
(the "Holder"), the sum of TWENTY THOUSAND DOLLARS ($20,000), or such lesser
amount as shall then equal the outstanding principal amount hereof and any
unpaid accrued interest hereon, as set forth below, on May 1, 2008 ("Maturity
Date"). Payment for all amounts due hereunder shall be made by mail to the
registered address of the Holder, or, if requested in writing by the Holder, by
wire transfer in accordance with the Holder's instructions. This Note is issued
in connection with the transactions described in that certain Note Purchase
Agreement dated the date hereof, by and among the Company and the Purchasers
described therein, as the same may be amended, modified or supplemented from
time to time (the "Note Purchase Agreement"). The Holder is subject to certain
restrictions, and is entitled to certain rights and privileges, set forth in the
Note Purchase Agreement. This Note is one of the Notes referred to as the
"Notes" in the Note Purchase Agreement.

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66
No. 65

G. I. JOE'S, INC.

9% SUBORDINATED NOTE DUE 2008

$1,000,000 Portland, Oregon
May 4, 1998

G. I. JOE'S, INC., an Oregon corporation (the "Company"), for value
received hereby promises to pay-to PEREGRINE CAPITAL, INC. or its registered
assigns (the "Holder"), the sum of ONE MILLION DOLLARS ($1,000,000), or such
lesser amount as shall then equal the outstanding principal amount hereof and
any unpaid accrued interest hereon, as set forth below, on May 1, 2008
("Maturity Date"). Payment for all amounts due hereunder shall be made by mail
to the registered address of the Holder, or, if requested in writing by the
Holder, by wire transfer in accordance with the Holder's instructions. This Note
is issued in connection with the transactions described in that certain Note
Purchase Agreement dated the date hereof, by and among the Company and the
Purchasers described therein, as the same may be amended, modified or
supplemented from time to time (the "Note Purchase Agreement"). The Holder is
subject to certain restrictions, and is entitled to certain rights and
privileges, set forth in the Note Purchase Agreement. This Note is one of the
Notes referred to as the "Notes" in the Note Purchase Agreement.

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67
The following is a statement of the rights of the Holder and the conditions
to which this Note is subject, and to which the Holder, by the acceptance of
this Note, agrees:

1. Principal and Interest. Unless this Note is sooner prepaid, the
principal of (and premium, if any) and interest on this Note shall be paid in
full on the Maturity Date. This Note may be prepaid at any time, without premium
or penalty, upon thirty (30) days' prior written notice.

Commencing on June 30, 1998, and on the last day of each calendar quarter
thereafter, until the payment in full of all outstanding principal of (and
premium, if any) and interest on this Note, the Company shall accrue and defer
interest on this Note, computed on the basis of a 365-day year, from the date of
this Note, on the unpaid balance-of the outstanding principal amount of this
Note, at nine percent (9%) simple interest per annum (the "Coupon Rate"), and
such interest shall be payable upon payments of principal on this Note.

2. Events of Default. An Event of Default with, respect: to this Note shall
mean the following:

(i) default for three (3) business days in payment of principal or premium,
if any, and interest when due;

(ii) default in the performance or breach of any covenant or warranty of
the Company in respect to this Note that is not remedied, waived or cured for a
period of ten (10) days following knowledge by the Company of such default;

(iii) other than on terms approved beforehand by holders of at least a
majority in principal amount of all then outstanding Notes (exclusive of Notes
held by the Company or its subsidiaries or affiliates) issued pursuant to the
Note Purchase Agreement, the institution by the Company of proceedings to be
adjudicated as bankrupt or insolvent, or the consent by it to institution of
bankruptcy or insolvency proceedings against it or the filing by it of a
petition or answer or consent seeking reorganization or release under the
federal Bankruptcy Act, or any other applicable federal or state law, or the
consent by it to the filing of any such petition or the appointment of a
receiver, liquidator, assignee, trustee or other similar official of the
Company, or of any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the taking of corporate action by
the Company in furtherance of any such action;

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68
(iv) if, within sixty (60) days after the commencement of an action against
the Company (and service of process in connection therewith on the Company)
seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution, or
similar relief under any present or future statute, law or regulation, such
action shall not have been resolved in favor of the Company or all orders or
proceedings thereunder affecting the operations or the business of the Company
stayed, or if the stay of any such order or proceeding shall thereafter be set
aside, or if, within sixty (60) days after the appointment without the consent
or acquiescence of the Company of any trustee, receiver or liquidator of the
Company, such appointment shall not have been vacated; and

(v) entry of a final judgment in excess of $250,000 (excluding insured
portions) against the Company that is not stayed, bonded or discharged within
sixty (60) days.

If an Event of Default shall occur and be continuing pursuant to item (i)
above, then the Holder, acting alone, may accelerate payment of this Note. If an
Event of Default shall occur and be continuing for any reason other than
pursuant to items (i) or (ii), then the holders of not less than sixty-six and
two-thirds percent (66-2/3%) in principal amount of all then outstanding Notes
(exclusive of Notes held by the Company or its subsidiaries or affiliates)
issued pursuant to the Note Purchase Agreement may elect to accelerate payment
of the Notes. If any payment due hereunder, including those due upon
acceleration, is not paid within ten (10) days after its due date, the entire
balance of this Note shall bear interest from the date of default until such
payment (including all accrued interest through the date of payment),is paid, at
the per annum rate of interest equal to the Coupon Rate plus 2%; provided,
however, that in no event shall such interest rate exceed the maximum rate
permitted by law.

3. Prepayment. With the proceeds of an Initial Public Offering (as defined
below), the Company shall be required to prepay, and the holder of this Note
shall be required to surrender to the Company, this Note at a price equal to the
Principal Amount plus all accrued and unpaid interest (the "Prepayment Price").
The Prepayment Price shall be paid in cash within 5 days following the closing
of an Initial Public Offering. An "Initial Public Offering" shall mean a public
offering of the Company's Common Stock or the Common Stock of any parent
corporation through underwriters upon effectiveness of a registration statement
filed with the Securities Exchange Commission in which the aggregate offering
proceeds (after deduction of underwriter's commissions and expenses) are not
less than $12,000,000.

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69
4. Subordination. The payment of principal of (or premium, if any) and
interest on this Note expressly is subordinated to all existing and future
indebtedness and liabilities of the Company other than other subordinated notes,
and is a general, unsecured obligation of the Company.

(a) Default. If there should occur any receivership, insolvency,
assignment for the benefit of creditors, bankruptcy, reorganization or
arrangement with creditors (whether or not pursuant to bankruptcy or other
insolvency laws), sale of all or substantially all of the assets, dissolution,
liquidation or any other marshaling of the assets and liabilities of the
Company, or if this Note shall be declared due and payable upon the occurrence
of an Event of Default with respect to any indebtedness senior to this Note
("Senior Indebtedness"), then (i) no amount shall be paid by the Company in
respect of the principal of (or premium, if any) or interest on this Note at the
time outstanding, unless and until the principal of (or premium, if any) and
interest on the Senior Indebtedness then outstanding shall be paid in full, and
(ii) no claim or proof of claim shall be filed with the Company by or on behalf
of the Holder that shall assert any right to receive any payments in respect of
the principal of (and premium, if any) and the interest on this Note, except
subject to the payment in full of the principal of and interest on all of the
Senior Indebtedness then outstanding. The Company shall not make any payment
upon or in respect of this Note if there occurs an event of default that
continues beyond the applicable grace period with respect to nonpayment of any
principal of (or premium, if any) or interest on any Senior Indebtedness, or the
instrument under which any Senior Indebtedness is outstanding.

(b) Effect of Subordination. Subject to the rights, if any, of the
holders of Senior Indebtedness under this Section 4 to receive cash, securities
or other properties otherwise payable or deliverable to the Holder, nothing
contained in this Section 4 shall impair, as between the Company and the Holder,
the obligation of the Company, subject to the terms and conditions of this
Section 4, to pay to the Holder the principal hereof and interest hereon as and
when the same become due and payable, or shall prevent the Holder, upon default
hereunder, from exercising all rights, powers and remedies otherwise provided
herein or by applicable law.

(c) Subrogation. Subject to payment in full of all Senior Indebtedness
and until this Note shall be paid in full, the Holder shall be subrogated to the
rights of the holders of Senior Indebtedness (to the extent of payments or
distributions previously made to such holders of Senior Indebtedness pursuant to
the provisions of Section 4(b) above) to receive payments or distributions of
assets of the Company applicable to the Senior Indebtedness. No such payments or
distributions applicable to the Senior Indebtedness, as between the Company and
its creditors, other than the holders of Senior Indebtedness and the Holder,
shall be deemed to be a

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70
payment by the Company to or on account of this Note; and for the purposes of
such subrogation, no payments or distributions to the holders of Senior
Indebtedness to which the Holder would be entitled except for the provisions of
this Section 4, as between the Company and its creditors, other than the holders
of Senior Indebtedness and the Holder, shall be deemed to be a payment by the
Company to or on account of the Senior Indebtedness.

(d) Undertaking. By its acceptance of this Note, the Holder agrees to
execute and deliver such documents as may be reasonably requested from time to
time by the Company or the lender of any Senior Indebtedness in order to
implement the foregoing provisions of this Section 4.

5. Assignment. Subject to the restrictions on transfer described in Section
7 below, the rights and obligations of the Company and the Holder shall be
binding upon and benefit the successors, assigns, heirs, administrators and
transferees of the parties.

6. Waiver and Amendment. Any provision of this Note may be amended, waived
or modified upon the written consent of the Company and holders of at least
sixty-six and two-thirds percent (66-2/3%) in principal amount of all then
outstanding Notes (exclusive of Notes held by the Company or its subsidiaries or
affiliates) issued pursuant to the Note Purchase Agreement. Notwithstanding the
foregoing, without the consent of the Holder, an amendment or waiver may not:

(a) reduce the principal amount of this Note;

(b) reduce the rate of or extend the time for payment of interest,
including defaulted interest, on this Note;

(d) waive a default in the payment of the principal of or the interest
on, or principal or other payment with respect to, this Note;

(e) make this Note payable in money or other than that stated in this
Note; or

(f) alter the provisions of the Note Purchase Agreement so as to
increase or decrease the percentage of holders of Notes required to consent to
any amendment thereof or of the Notes or to waive compliance with any term
thereof or of the Notes.

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71
7. Transfer of this Note. The Holder understands that the Company will
instruct any transfer agent not to register the transfer of this Note unless the
conditions specified in the legend above are satisfied.

8. Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be deemed effectively given upon
personal delivery; upon confirmed transmission by telecopy or telex; or upon
deposit with the United States Post Office, by first-class mail, postage
prepaid, or otherwise delivered by hand or by messenger, addressed (a) if to the
Holder, at the Holder's address as set forth on the signature page hereto or at
such other address as the Holder shall have furnished to the Company in writing,
or (b) if to the Company, one copy shall be sent to the attention of the
President, or at such other addresses as the Company shall have furnished to the
Holder in writing.

9. Governing Law; Venue. This Note shall be governed by and construed in
accordance with the laws of the State of Oregon, and venue for any action taken
in connection herewith or related hereto shall exclusively reside in Multnomah
County, Oregon.

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72
SUBORDINATED NOTE

SIGNATURE PAGE

This Note has been executed and delivered as of the date first above
written.

G. I. JOE'S, INC.

By_______________________________________
Its______________________________________

-7-

9% SUBORDINATED NOTE DUE 2008

9% Subordinated Note
Due Note Purchase
2008 No. Investor Name Agreement
----------------------- ------------------------------------------------------- ----------------

1 Xxxxx X. and Xxxxxx X. Xxxxxxx $ 100,000
2 Xxxx X. and Xxxxxxxxx X. Xxxx $ 100,000
3 Xxxxxxxx X. Xxxxx $1,000,000
4 Double Ten Enterprises Limited Partnership $ 100,000
5 Xxxxxx X. Xxxxxxxxxx $ 25,000
7 Xxxxxx X. Xxx Xxxxxxx $ 50,000
8 Xxxx X. Xxxxxx $ 50,000
9 Xxxxxxx X. XxXxxx $ 150,000
10 Xxxxxx & Xxxxx XxXxxx $ 150,000
11 Xxxx and Xxxxx Xxxxxxx $ 50,000
12 Xxxxxx Xxxxxx $ 50,000
13 Xxxxx X. Xxxxxxxx $1,250,000
14 Peregrine Capital, Inc. $ 450,000
15 Xxxxx Xxxxxxx $ 100,000
16 Xxxxxxx Xxxxxxx $ 75,000
18 Xxx Xxxxxxx $ 100,000
19 Xxx Xxxxxxxx $ 50,000
20 TT&L Sheet Metal, Inc. Profit Sharing Plan $ 50,000
21 Xxxxx Xxxxxxxx $ 110,000
22 Xxxxxxx Xxxxxxx $ 50,000
23 Xxxx Xxxxxxxxx $ 25,000
24 FISERV as Custodian for the Xxxxxxx Xxxxxxx IRA $ 50,000
25 Xxxxxxx Xxxxxxxx $ 25,000
26 Art Xxxxxxxxx and Xxxxx Xxxxxxxxx Living Trust $ 80,000
27 Xxxxxx XxXxxxxxx $ 250,000
28 Summit Capital LLC $ 100,000
29 Tiburon Fund LP $ 750,000
30 Summit Fund LP $ 750,000
31 Xxxxxxx X. Xxxxx $ 25,000
32 Vista Capital LLC $ 150,000
33 Washington Pacific Inc. Retirement Account $ 100,000
34 Lexington Financial LLC $ 100,000
35 Bison Investors Trust $ 200,000
36 Xxxxxx Xxxxx $ 50,000
37 Xxxx Xxxxxx and Associates $ 200,000
38 Xxxxxxx X. Xxxxx $ 100,000

-1-

9% Subordinated Note
Due Note Purchase
2008 No. Investor Name Agreement
----------------------- ------------------------------------------------------- ----------------

39 Xxxxxxx X. Xxxxxxx $ 100,000
40 Xxxxx Xxxxxxx $ 80,000
41 Xxxxxxx Xxxxxxxx and Xxxxx S $ 50,000
Xxxxxxxx as Tenants in Common
42 Xxxxx Xxxxx $ 50,000
43 Cap Xxxxxx & Associates, Inc. Pension & Profit
Sharing Plan & Trust U/A DTD 1/1/76 $ 50,000
44 Xxxxx Xxxxx $ 25,000
45 Xxxxxxx X. Xxxxxxxx $ 100,000
46 Xxxxxxx Xxxx Xxxxxxxx $ 100,000
47 Xxxxxx X. Xxxxxxx $ 100,000
48 Xxx and Xxxxxxx Xxxxxxxx $ 100,000
49 Xxxx Xxxxxxx and Xxxxxx X. Xxxxxxx, $ 50,000
Joint Tenants in Common
50 Xxxxx X. Xxxxxxx $ 50,000
51 Xxxxx Xxxxx Xxxxxxx $ 50,000
52 Xxxxxxxx X. Xxxxx and Xxxx Xxx Xxxxx $ 50,000
53 Xxxxxxx X. Xxxxxxxxx $ 25,000
54 Xxxx X. Xxxxxx $ 60,000
55 Xxxx X. Xxxxxxx $ 50,000
56 Xxxxxx Xxxxxxxx $ 50,000
57 Xxxxx X. Xxxxxxx $ 30,000
58 Xxxxxxx X. Xxxxxx & Xxxxxxx X. Xxxxxx $ 25,000
Revocable Trust U/A DTD 10/31/95
59 Xxxxx Living Trust $ 75,000
60 PAMB INVESTMENTS $ 30,000
61 Xxxxxx X. Xxxx $ 15,000
62 Xxxxxx X. Xxxxx and Xxxxxxx X. Xxxxx, JTWROS $ 50,000
63 Xxxxxxx Xxxxxxx $ 100,000
64 Xxxxxx X. Xxxxxx $ 20,000
65 Peregrine Capital, Inc. $1,000,000

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No. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT...

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