JOHNSON OUTDOORS INC.
                           555 Main Street, Suite 023
                             Racine, Wisconsin 53403


                              CONSENT AND AMENDMENT


                          Dated as of September 6, 2002


                 Re: Note Agreements dated as of October 1, 1995
                                       and
                    $30,000,000 7.77% Senior Notes, Series A,
                              Due October 15, 2005
                                       and
                    $15,000,000 6.98% Senior Notes, Series B,
                              Due October 15, 2005


To the Purchasers Named
  on Schedule I hereto

Ladies and Gentlemen:

         Reference is made to the separate Note Agreements dated as of October
1, 1995, as amended by that certain First Amendment to Note Agreements dated as
of October 31, 1996, and that Second Amendment to Note Agreements dated as of
September 30, 1997, and that Third Amendment to Note Agreements dated as of
October 3, 1997, and that Fourth Amendment to Note Agreements dated as of
January 10, 2000, and that Fifth Amendment and Waiver to Note Agreements dated
as of December 13, 2001 (the Note Agreements as amended the "Note Agreements")
between Johnson Outdoors Inc., a Wisconsin corporation (the "Company"), and each
of you, under and pursuant to which $30,000,000 7.77% Senior Notes, Series A,
due October 15, 2005 and $15,000,000 6.98% Senior Notes, Series B, due October
15, 2005, of the Company were originally issued. Terms used but not otherwise
defined herein shall have the meanings set forth in the Note Agreements.

         The Company hereby requests that each of you consent to the Sale
Transaction (defined below) and agree to the amendment of the Note Agreement
relating thereto set forth below in the manner herein provided:


                                    ARTICLE 1
                              CONSENT AND AMENDMENT

         Section 1.1. Consent to Sale Transaction. The Company has advised each
of you of its plans to sell all of the stock of its Jack Wolfskin subsidiary for
net cash proceeds of approximately $61,000,000, which sale is expected to be
consummated on or prior to

<PAGE>

September 30, 2002 (the "Sale Transaction"). Consummation of the Sale
Transaction would exceed the limitations on sales of assets set forth in Section
5.8 of the Note Agreements. Subject to all of the terms and conditions hereof,
the Noteholders hereby consent to the Sale Transaction provided, that (a) the
Sale Transaction shall occur on or before September 30, 2002, (b) the Sale
Transaction is for consideration consisting of at least eighty-five percent
(85%) cash, (c) the sale price is for not less than fair market value (as
determined in good faith by the Company's board of directors), and (d) after
giving effect to such sale, no Default or Event of Default shall exist.

         Section 1.2. Amendment of Note Agreement. You hereby consent to the
amendments of the Note Agreement hereinafter set forth for the purpose of
permitting the Sale Transaction:

         (a) Section 5.8(b)(1) of the Note Agreement shall be amended to read as
follows:

                   (1) either (i) the net book value of such assets, when added
         to the net book value of all other assets sold, leased, transferred or
         otherwise disposed of by the Company and its Restricted Subsidiaries
         pursuant to this ss.5.8(b)(1) during the immediately preceding
         twelve-month period do not constitute (x) 10% of Consolidated Total
         Assets prior to the consummation of the sale of all of the stock of its
         Jack Wolfskin Subsidiary (the "Sale Transaction"), (y) 15% of
         Consolidated Total Assets during the 12 month period beginning with the
         date upon which the Sale Transaction is consummated, and (z) 10% of
         Consolidated Total Assets at all times thereafter (in each case
         determined as of the end of the immediately preceding fiscal quarter)
         or (ii) the sum of the portions of Consolidated Net Income contributed
         for the immediately preceding twelve-month period (each as determined
         in good faith by the chief financial officer of the Company) by (A)
         such assets, (B) each Restricted Subsidiary (or portion thereof)
         disposed of during such period and (C) other assets of the Company and
         its Restricted Subsidiaries disposed of during such period pursuant to
         this ss.5.8(b)(1) do not constitute (x) 10% of Consolidated Net Income
         prior to the consummation of the Sale Transaction, (y) the portion of
         Consolidated Net Income attributable to the assets which were sold in
         the Sale Transaction, plus 3% of Consolidated Net Income during the 12
         month period beginning with the date upon which the Sale Transaction is
         consummated, and (z) 10% of Consolidated Net Income for such period at
         all times thereafter; and

         (b) the proviso to Section 5.8 shall be amended to read as follows:

         provided, however, that notwithstanding the foregoing, any sale,
         transfer, issuance or other disposition of shares pursuant to
         ss.ss.5.8(c)(3) or 5.8(c)(4) may not be consummated if either (i) the
         net book value of the assets of such Restricted Subsidiary attributable
         to such sale, transfer, issuance or other disposition of shares when
         added to the net book value of all other assets sold, leased,
         transferred or otherwise disposed of by the Company and its Restricted
         Subsidiaries during the immediately preceding twelve-month period would
         constitute (x) 10% of Consolidated Total Assets prior to the
         consummation of the Sale Transaction, (y) 15% of Consolidated Total
         Assets during the 12 month period beginning with the date upon which
         the Sale Transaction is consummated, and (z) 10% of Consolidated Total
         Assets at all times thereafter (in each case determined as of the end
         of the immediately preceding fiscal quarter), or (ii) the portions of
         Consolidated Net Income for the immediately preceding twelve-month
         period contributed (each as determined in good faith by the chief
         financial officer of the Company) by (1) such assets, (2) each
         Restricted Subsidiary (or portion thereof) disposed of during such
         period and (3) other assets of the Company and its Restricted
         Subsidiaries sold, leased, transferred or otherwise disposed of by the
         Company and its Restricted Subsidiaries during such period would exceed
         (x) 10% of Consolidated Net Income prior to the consummation of the
         Sale Transaction, (y) the portion of Consolidated Net Income

                                      -2-
<PAGE>

         attributable to the assets which were sold in the Sale Transaction,
         plus 3% of Consolidated Net Income during the 12 month period beginning
         with the date upon which the Sale Transaction is consummated, and (z)
         10% of Consolidated Net Income for such period at all times thereafter.


                                    ARTICLE 2
                         WARRANTIES AND REPRESENTATIONS

         The Company represents and warrants that as of the date hereof:

         Section 2.1. Consent and Amendment is Legal and Authorized. (a) The
execution and delivery of this Consent and Amendment by the Company and
compliance by the Company with all of the provisions of the Note Agreements --

                   (i) is within the corporate powers of the Company; and

                  (ii) will not violate any provisions of any law or any order
         of any court or governmental authority or agency and will not conflict
         with or result in any breach of any of the terms, conditions or
         provisions of, or constitute a default under the Articles of
         Incorporation or By-laws of the Company or any indenture or other
         agreement or instrument to which the Company is a party or by which it
         may be bound or result in the imposition of any Liens or encumbrances
         on any property of the Company.

         (b) The execution and delivery of this Consent and Amendment has been
duly authorized by proper corporate action on the part of the Company (no action
by the stockholders of the Company being required by law, by the Articles of
Incorporation or By-laws of the Company or otherwise); and this Consent and
Amendment has been executed and delivered by the Company and the Note Agreements
constitute the legal, valid and binding obligation, contract and agreement of
the Company enforceable in accordance with their terms.

          Section 2.2. No Defaults. Upon effectiveness of this Consent and
Amendment no Default or Event of Default will exist or be continuing.

         Section 2.3. Compensation. The Company has paid no fee or other
remuneration to any Person (other than legal fees) in connection with the
solicitation of (i) this Consent and Amendment, or (ii) any other waiver,
consent or amendment which relates to the Sale Transaction under any agreement
pursuant to which indebtedness of the Company is outstanding.

                                      -3-
<PAGE>

                                    ARTICLE 3
                              CONDITIONS PRECEDENT

         This Consent and Amendment shall be effective as of September 6, 2002
upon the fulfillment by the Company of the conditions precedent set forth below.
The closing date for this Consent and Amendment (the "Closing Date") shall be
subject to the fulfillment by the Company of the following conditions precedent:

         Section 3.1. Execution and Delivery. This Consent and Amendment shall
have been executed and delivered by the Company and the holders of at least 70%
in aggregate principal amount of the Notes.

         Section 3.2. Consent of Subsidiary Guarantors. The Subsidiary
Guarantors shall have executed and delivered the Consent attached hereto as
Exhibit A.

         Section 3.3. Other Consents. The Company shall have obtained consents
and waivers under each of the other agreements pursuant to which indebtedness of
the Company is outstanding and such other consents and waivers shall be in
substantially the same form as this Consent and Amendment or shall have such
changes as shall be reasonably acceptable to you.

         Section 3.4. Payment of Special Counsel Fees. The Company shall have
paid the reasonable fees and disbursements of your special counsel for which the
Company shall have received an invoice at least one business day prior to the
Closing Date.


                                    ARTICLE 4
                                  MISCELLANEOUS

         Section 4.1. Ratification of Note Agreements. Except as herein
expressly provided, each of the Note Agreements is in all respects ratified and
confirmed. If and to the extent that any of the terms or provisions of the Note
Agreements is in conflict or inconsistent with any of the terms or provisions of
this Consent and Amendment, this Consent and Amendment shall govern.

         Section 4.2. Counterparts. This Consent and Amendment may be
simultaneously executed in any number of counterparts, and all such counterparts
together, each as an original, shall constitute but one and the same instrument.

         Section 4.3. Reference to the Note Agreements. Any and all notices,
requests, certificates and any other instruments, including the Notes, may refer
to the Note Agreements or the Note Agreements dated as of October 15, 1995,
without making specific reference to this Consent and Amendment, but all such
references shall be deemed to include this Consent and Amendment.

         Section 4.4. Governing Law. The Note Agreements and the Notes shall be
governed by and construed in accordance with Wisconsin law, including all
matters of construction, validity and performance.

                                      -4-
<PAGE>

         Section 4.5. Successors and Assigns. This Consent and Amendment shall
be binding upon the Company and its successors and assigns and shall inure to
the benefit of each of you and to the benefit of your successors and assigns,
including each successive holder or holders of any Notes.

                                      -5-
<PAGE>

         IN WITNESS WHEREOF, the Company has executed this Consent and Amendment
as of the day and year first above written.

                                          JOHNSON OUTDOORS INC.


                                          By:  /s/ Wade T. Neuharth
                                               Name:  Wade T. Neuharth
                                               Title: Treasurer


                                      -6-
<PAGE>



                                          NATIONWIDE LIFE INSURANCE COMPANY


                                          By: /s/ Mark W. Poeppelman
                                              Name:  Mark W. Poeppelman
                                              Title: Associate Vice President

                                          GREAT-WEST LIFE & ANNUITY
                                             INSURANCE COMPANY


                                          By: /s/ James G. Lowery
                                              Name:  James G. Lowery
                                              Title: Assistant Vice President
                                                      Investments


                                          By: /s/ Wayne T. Hoffman
                                              Name:  Wayne T. Hoffman
                                              Title: Senior Vice President
                                                      Investments

                                      -7-
<PAGE>

                        CONSENT OF SUBSIDIARY GUARANTORS

         The undersigned Subsidiary Guarantors, as party to the Guaranty
Agreement dated as of December 13, 2001 (the "Guaranty Agreement"), hereby (i)
consent to the Consent and Amendment dated as of even date herewith to which
this consent is attached, (ii) confirm that the Guaranty Agreement remains in
full force and effect after giving effect to the Consent and Amendment, and
(iii) represent and warrant that no defense, counterclaim or offset of any type
or nature exists under the Guaranty Agreement.

Dated as of September 6, 2002

                                          SUBSIDIARY GUARANTORS:

                                          LEISURE LIFE LIMITED
                                          EXTRASPORT, INC.
                                          OLD TOWN CANOE COMPANY
                                          UNDER SEA INDUSTRIES, INC.


                                          By:/s/ Wade T. Neuharth
                                              Name:  Wade T. Neuharth
                                              Its:   Secretary