Exhibit 4.10


                          JOHNSON WORLDWIDE ASSOCIATES
                                1326 Willow Road
                           Sturtevant, Wisconsin 53177

                        FIRST AMENDMENT TO NOTE AGREEMENT


                          Dated as of January 10, 2000


                Re: Note Agreement dated as of September 15, 1997
                                       and
                         $25,000,000 7.15% Senior Notes
                              Due October 15, 2007



The Northwestern Mutual Life
  Insurance Company
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Ladies and Gentlemen:

          Reference  is made to the Note  Agreement  dated as of  September  15,
1997, (the "Note  Agreement")  between  Johnson  Worldwide  Associates,  Inc., a
Wisconsin  corporation  (the  "Company"),  and you,  under and pursuant to which
$25,000,000  aggregate  principal  amount of 7.15% Senior Notes, due October 15,
2007,  of the  Company  were  originally  issued.  Terms used but not  otherwise
defined herein shall have the meanings set forth in the Note Agreement.

          The Company hereby requests that you accept each of the amendments set
forth below in the manner herein provided:

                                   ARTICLE 1

                          AMENDMENTS TO NOTE AGREEMENT

          Section 1.1. Section 2.1(b) of the Note Agreement 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 prepayment of the Notes becoming due under
Section  2.1(a) 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) in the inverse order of the due dates of such prepayments."



<PAGE>


          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 $6,200,000 to the holders of the Notes as a partial
          prepayment on the Notes,  together with accrued  interest to
          the date of prepayment, 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,  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 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 Notes  then held by such
          holder on the Prepayment  Date. The prepayment  price of any
          Notes payable upon  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.



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<PAGE>


          Section 1.3. Section 5.6(e) of the Note Agreement 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 term:

                    "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 (v) (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



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<PAGE>


          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.   First   Amendment  to  Note  Agreement  is  Legal  and
Authorized.

          (a)  The  execution  and  delivery  of the  First  Amendment  to  Note
Agreement  by  the  Company  and  compliance  by  the  Company  with  all of the
provisions  of the Note  Agreement,  as amended by the First  Amendment  to Note
Agreement --

                    (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  First  Amendment  to  Note
Agreement 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
First Amendment to Note Agreement has been executed and delivered by the Company
and the Note  Agreement,  as amended by the First  Amendment to Note  Agreement,
constitutes the legal, valid and binding  obligation,  contract and agreement of
the Company enforceable in accordance with its terms.

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

                                   ARTICLE 3

                              CONDITIONS PRECEDENT

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



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<PAGE>


          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  Noteholder.  The Company shall have paid to you a
fee of  37.5  basis  points  ($93,750)  on the  principal  amount  of the  Notes
outstanding as of January 10, 2000.

          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 First
Amendment to Note Agreement.

          Section 3.4. Other Amendment.  The Fourth Amendment to Note Agreements
dated  as of  October  1,  1995  shall  have  been  executed  and  delivered  in
substantially the same form as this First Amendment to Note Agreement.

                                   ARTICLE 4

                                  MISCELLANEOUS

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

          Section 4.2. Counterparts.  This First Amendment to Note Agreement 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  Agreement.  Any and all notices,
requests, certificates and any other instruments, including the Notes, may refer
to the Note  Agreement or the Note  Agreement  dated as of  September  15, 1997,
without making specific reference to this First Amendment to Note Agreement, but
all such  references  shall be deemed to include  this First  Amendment  to Note
Agreement.

          Section  4.4.  Governing  Law.  The Note  Agreement as amended by this
First  Amendment  to Note  Agreement  and the  Notes  shall be  governed  by and
construed  in  accordance   with  Wisconsin   law,   including  all  matters  of
construction, validity and performance.

          Section  4.5.  Successors  and Assigns.  This First  Amendment to Note
Agreement  shall be binding upon the Company and its  successors and assigns and
shall inure to your benefit 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 First Amendment to
Note Agreement 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




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<PAGE>


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

                                         THE NORTHWESTERN MUTUAL LIFE
                                           INSURANCE COMPANY



                                         By:  /s/  Jeffrey J. Lueken
                                            ------------------------------------
                                            Name:  Jeffrey J. Lueken
                                            Title: Its Authorized Representative



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