<DOCUMENT>
<TYPE>EX-99.45
<SEQUENCE>2
<FILENAME>p68096_13da9x9945.txt
<DESCRIPTION>SECURED PROMISSORY NOTE, HELEN JOHNSON-LEIPOLD
<TEXT>
                                                                   EXHIBIT 99.45

                             SECURED PROMISSORY NOTE

$864,400.00                                                    Racine, Wisconsin
                                                                    May 18, 2005

     Johnson Bank, as trustee of the Helen Johnson-Leipold Third Party Gift and
Inheritance Trust (the "Borrower"), hereby promises to pay to the order of
Imogene P. Johnson, as trustee of the Imogene Powers Johnson 1993 Trust
("Lender"), on the "maturity date" (defined below) the principal sum of Eight
Hundred Sixty-Four Thousand Four Hundred Dollars ($864,400.00), together with
interest payable semi-annually on January 3 and July 3 on the unpaid principal
balance from time to time outstanding at the rate of 4.77% per annum until the
day preceding the maturity date. A final payment in an amount necessary to pay
all interest and principal then outstanding shall be due on January 3, 2020 (the
"maturity date").

     To secure payment of this Note, Borrower has pledged to Lender Borrower's
interest in and to all shares of Johnson Outdoors, Inc. purchased from Lender on
the date hereof and all proceeds thereof ("Collateral"). Borrower warrants that,
while any obligation under this Note remains outstanding, Borrower will keep the
Collateral free and clear of all other liens, encumbrances and security
interests. In the event of default under this Note, the Lender may take
possession of the Collateral without notice or hearing.

     Borrower may prepay any part or all of the principal amount of this note at
any time and from time to time without penalty, provided that any such
prepayment must be accompanied by a payment of the interest accrued to the date
of the prepayment on the principal amount which is being prepaid. Interest shall
accrue at the applicable federal rate from time to time in effect on any payment
which remains unpaid after fifteen days from its due date.

     All payments made hereunder, including any prepayments, will be deemed to
have been made on the date of receipt by Lender. All payments must be made to
Lender at 555 Main Street, Suite 500, Racine, Wisconsin 53403, or at another
place designated by Lender in a written notice to Borrower.

     The internal laws of the State of Wisconsin govern and control the
construction, enforceability, validity and interpretation of this note.

     The parties hereto waive presentment for payment, notice of dishonor,
protest and notice of protest.

                                  JOHNSON BANK, as trustee of the Helen
                                  Johnson-Leipold Third Party Gift and
                                  Inheritance Trust
                                  By: /s/ Brian L. Lucareli
                                     -------------------------------------------
                                      Brian L. Lucareli, Senior Vice President

</TEXT>
</DOCUMENT>
