Exhibit 4.9


                          JOHNSON WORLDWIDE ASSOCIATES
                                1326 Willow Road
                           Sturtevant, Wisconsin 53177

                       FOURTH AMENDMENT TO NOTE AGREEMENTS


                          Dated as of January 10, 2000


                 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 (the Note Agreements as amended the "Note  Agreements")  between
Johnson Worldwide Associates, 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  accept  each of the
amendments set forth below in the manner herein provided:

                                   ARTICLE 1

                          AMENDMENTS TO NOTE AGREEMENTS

          Section 1.1.  Section 2.1(c) of the Note  Agreements is hereby amended
by restating the second paragraph thereof as follows:

          "In the  event the  Company  shall  prepay  less than all of the Notes
pursuant to Section 2.2 or repurchase any Notes in accordance with Section 5.12,
the principal amount of each required



<PAGE>


prepayment of the Notes  becoming due under Section 2.1(a) and Section 2.1(b) on
and after the date of such  prepayment or purchase shall be reduced by crediting
such  prepayments  first,  against  the amount due at the final  maturity of the
Notes being prepaid then, against the prepayments  required by Section 2.1(a) or
Section  2.1(b),  as the case may be, in the  inverse  order of the due dates of
such prepayments."

          Section 1.2.  Section 2 of  the Note  Agreement  is hereby  amended by
adding  two new  sections  2.7 and 2.8  thereto,  reading in their  entirety  as
follows:

                    Section 2.7. Application of Proceeds of Designated
          Sale;  Partial  Prepayment of Notes.  The Company expects to
          receive net cash proceeds of approximately  $34,500,000 from
          the Designated Sale. Upon closing of the Designated Sale (i)
          such proceeds in an amount not less than $18,500,000 will be
          applied to the repayment of current debt and proceeds in the
          amount of  $16,000,000  will be applied to the prepayment of
          long-term  debt  (including  the Notes) and (ii) the Company
          will pay  $9,800,000 to the holders of the Notes (payable to
          each  holder  as set  forth  on  Schedule  I to  the  Fourth
          Amendment to this Note Agreement) as a partial prepayment on
          the Notes,  together with accrued interest on such amount to
          the date of payment, but without any Make-Whole Amount.

                    Section 2.8.  Prepayment  of Notes Upon Failure to
          Close  Designated Sale. In the event that for any reason the
          Designated  Sale  does not  occur,  the  Company  will  give
          written  notice of such fact (the  "Company  Notice") in the
          manner  provided in Section 9.6 to the holders of the Notes.
          The Company  Notice  shall be delivered  promptly  after the
          Company  determines  that the Designated Sale will not close
          and in any  event no later  than May 2,  2000.  The  Company
          Notice  shall  (a)  make  reference  to the  fact  that  the
          Designated  Sale has not closed,  (b) make reference to this
          Section  2.8 and the  right of the  holders  of the Notes to
          require  prepayment of the Notes on the terms and conditions
          provided  for in this  Section  2.8, (c) offer in writing to
          prepay  the  outstanding  Notes  held by each  holder of the
          Notes of both Series,  together with accrued interest to the
          date  of  prepayment   and  an  amount  equal  to  the  then
          applicable  Make-Whole  Amount and (d)  specify the date for
          such prepayment (the "Prepayment  Date"),  which shall be no
          later than June 30, 2000.  Each holder of outstanding  Notes
          of each respective  Series of Notes shall have the right, by
          written  notice given to the Company not later than ten days
          after  receipt of the  Company  Notice,  to demand  that the
          Company  prepay,  and the Company will prepay,  all (but not
          less than all) of the  respective  Series of Notes then held
          by such holder on the Prepayment  Date. The prepayment price
          of any Notes  payable



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<PAGE>


          upon the Prepayment Date shall be an amount equal to 100% of
          the  principal  amount  of the  Notes so to be  prepaid  and
          accrued interest  thereon to the Prepayment  Date,  together
          with an  amount  equal  to the  then  applicable  Make-Whole
          Amount,  determined  as of three  business days prior to the
          Prepayment Date.

          Section 1.3.  Section 5.6(e) of the Note  Agreements is hereby amended
by the  addition of a new  sentence to the  definition  of "Average  Outstanding
Balance of Consolidated Current Debt" which shall read as follows:

          "For  purposes of  calculation  of the  Average  Outstanding
          Balance  of  Consolidated  Current  Debt for the  Compliance
          Period  ending  October 1, 1999,  Consolidated  Current Debt
          shall be reduced by the amount of $18,500,000."

          Section 1.4.  Section 5.8 of the Note  Agreements is hereby amended by
the addition thereto of a new Section 5.8(e) as follows:

                    (e)  Notwithstanding  any other  provision of this
          Section  5.8, (i) the Company or any  Subsidiary  engaged in
          the recreational  fishing business of the Company  ("Fishing
          Subsidiary") may sell,  transfer or otherwise dispose of all
          or part of the stock or assets of the  recreational  fishing
          business of the Company or such Fishing  Subsidiary and (ii)
          any Fishing  Subsidiary  may  consolidate  or merge with any
          other  corporation in connection  with the Designated  Sale.
          The sale of stock or assets permitted by this Section 5.8(e)
          shall not be taken into account for purposes of  calculating
          the  limitations on permitted  sales of assets and stock set
          forth in  Section  5.8(b)(1)  and the  proviso at the end of
          Section 5.8(c).

          Section 1.5.  Section  5.9  is  hereby  amended  in  its  entirety  as
follows:

                    "Section 5.9.  Consolidated Net Worth. The Company
          will at all times keep and maintain  Consolidated  Net Worth
          at an amount not less than the sum of (a)  $90,000,000  plus
          (b) an aggregate amount equal to 25% of its Consolidated Net
          Income (but,  in each case,  only if a positive  number) for
          each  completed  fiscal year  beginning with the fiscal year
          ending  September  29,  2000;   provided  that  Charges  for
          Identified  Dispositions shall not be taken into account for
          purposes of determining the amount of Consolidated Net Worth
          maintained  by the  Company  for  purposes  of  calculations
          pursuant to this Section 5.9."

          Section  1.6.  Section  8.1 is  hereby  amended  to add the  following
defined terms:

                    "Charges for Identified  Dispositions"  shall mean
          charges  taken by the Company on or prior to October 2, 1998
          in an  aggregate  amount  not in  excess of  $5,000,000  and
          relating to (A) the closing of certain  distribution centers
          and other  facilities owned or operated by Uwatec AG



                                  3
<PAGE>


          and  its  subsidiaries,  and  (B)  the  disposition  of  the
          Airguide Instrument Company.

                    "Designated  Sale"  shall  mean  the  sale  by the
          Company of all or part of the recreational  fishing business
          of the Company to  Berkley,  Inc.  for net cash  proceeds of
          approximately  $34,500,000  expected to be consummated prior
          to April 30, 2000.

          Section 1.7.  Section 8.1 is  hereby  amended to add the  following at
the end of the definition of "Net Income Available for Fixed Charges":

          ",  and  plus  (e) (to the  extent  taken  into  account  in
          determining  Consolidated  Net Income for any fiscal quarter
          ending on or after December 31, 1999) an amount equal to the
          charge taken during the fiscal  quarter  ended  December 31,
          1999  in  respect  of the  book  loss  of up to  $24,000,000
          incurred in connection with the proposed  disposition of the
          Company's  recreational  fishing  business  included  in the
          Designated Sale"

                                   ARTICLE 2

                         WARRANTIES AND REPRESENTATIONS

           The Company represents and warrants that as of the Closing Date:

           Section  2.1.  Fourth  Amendment  to Note  Agreements  is  Legal  and
Authorized.

          (a) The  execution  and  delivery  of the  Fourth  Amendment  to Note
Agreements  by the  Company  and  compliance  by  the  Company  with  all of the
provisions of the Note  Agreements,  as amended by the Fourth  Amendment to 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  the  Fourth  Amendment  to Note
Agreements 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
the Fourth  Amendment to Note  Agreements has been executed and delivered by the
Company  and the Note  Agreements,  as amended by the Fourth  Amendment  to Note
Agreements,  constitutes the legal, valid and binding  obligation,  contract and
agreement of the Company enforceable in accordance with its terms.



                                       4
<PAGE>


          Section 2.2.  No Defaults. Upon effectiveness of this Fourth Amendment
to Note Agreements no Default or Event of Default will exist or be continuing.

                                   ARTICLE 3

                              CONDITIONS PRECEDENT

          This Fourth  Amendment  to Note  Agreements  shall be  effective as of
January 10, 2000 upon the fulfillment by the Company of the conditions precedent
set forth below.  The closing date for this Fourth  Amendment to Note Agreements
(the "Closing  Date") shall be subject to the  fulfillment by the Company of the
following conditions precedent:

          Section 3.1.  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.

          Section 3.2.  Fee to Noteholders.  The Company shall have paid to each
of you a fee  of  37.5  basis  points  on  the  principal  amount  of the  Notes
outstanding  as of  January  10,  2000 and which  will be in the  amount  listed
opposite your name on Schedule I hereto.

          Section  3.3.  Opinion.  Foley & Lardner  shall have  delivered to you
their favorable opinion in a form reasonably satisfactory to you with respect to
the due authorization,  execution and delivery and enforceability of this Fourth
Amendment to Note Agreement.

          Section 3.4.  Other Amendment.  The First  Amendment to Note Agreement
dated as of  September  15,  1997  shall have been  executed  and  delivered  in
substantially the same form as this Fourth Amendment to Note Agreements.

                                   ARTICLE 4

                                  MISCELLANEOUS

          Section  4.1.  Ratification  of  Note  Agreements.  Except  as  herein
expressly  amended,  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  Fourth  Amendment  to  Note  Agreements,  this  Fourth  Amendment  to Note
Agreements shall govern.

          Section 4.2.  Counterparts.  This Fourth  Amendment to Note Agreements
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 Fourth  Amendment to Note Agreements,
but all such references shall be deemed to include this Fourth Amendment to Note
Agreements.



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<PAGE>


          Section 4.4.  Requisite Approval;  Expenses.  This Fourth Amendment to
the Note Agreements shall not be effective until (a) the Company and the holders
of 100% in aggregate  principal amount of all the Notes  outstanding on the date
hereof shall have executed this Fourth Amendment to Note Agreements, and (b) the
Company shall have paid all  out-of-pocket  expenses incurred by the Noteholders
in connection  with the  consummation of the  transactions  contemplated by this
Fourth Amendment to Note Agreements,  including,  without limitation,  the fees,
expenses and  disbursements of counsel to the Noteholders which are reflected in
statements of such counsel  rendered on or prior to the  effective  date of this
Fourth Amendment to Note Agreements.

          Section 4.5.  Governing  Law. The Note  Agreements  as amended by this
Fourth  Amendment  to Note  Agreements  and the Notes  shall be  governed by and
construed  in  accordance   with  Wisconsin   law,   including  all  matters  of
construction, validity and performance.

          Section 4.6.  Successors  and Assigns.  This Fourth  Amendment to Note
Agreements  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.



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<PAGE>

          IN WITNESS WHEREOF,  the Company has executed this Fourth Amendment to
Note Agreements as of the day and year first above written.


                                            JOHNSON WORLDWIDE ASSOCIATES, INC.



                                            By:  /s/  Carl G. Schmidt
                                               --------------------------------
                                                 Name:  Carl G. Schmidt
                                                 Title: Senior Vice President
                                                        and Chief Financial
                                                        Officer, Secretary and
                                                        Treasurer



                                       7
<PAGE>


          This Fourth  Amendment to Note Agreements is accepted and agreed to as
of the day and year first above written.

                                            NATIONWIDE LIFE INSURANCE COMPANY



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



                                       8
<PAGE>


          This Fourth  Amendment to Note Agreements is accepted and agreed to as
of the day and year first above written.

                                            GREAT-WEST LIFE & ANNUITY INSURANCE
                                              COMPANY



                                            By:  /s/  Wayne T. Hoffmann
                                               ---------------------------------
                                                 Name:  Wayne T. Hoffmann
                                                 Title: Vice President
                                                        Investments


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



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<PAGE>


                                   SCHEDULE I


Name of Purchaser                  Prepayment Amount              Fee
-----------------                  -----------------              ---

Nationwide Life Insurance              $6,700,000               $101,250
Company

Great-West Life & Annuity              $3,100,000               $ 46,875
Insurance Company