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                                                                   Exhibit 10.57

                                 PROMISSORY NOTE

$166,546.88                                            STOUGHTON, MASSACHUSETTS
                                                       February 2, 2000


         FOR VALUE RECEIVED, the undersigned PAUL DUNCAN (hereinafter the
"Employee" or the "Borrower") hereby promises to pay to the order of Reebok
International Ltd., 100 Technology Center Drive, Stoughton, Massachusetts 02072
(hereinafter called "Reebok" or the "Company") the principal amount of ONE
HUNDRED SIXTY-SIX THOUSAND FIVE HUNDRED FORTY-SIX DOLLARS AND EIGHTY-EIGHT CENTS
($166,546.88) (the "Original Principal Amount"), together with interest on the
outstanding principal balance at a fixed rate per annum of 6.21% (but in no
event higher than the maximum permitted by law), in the manner set forth herein.
This Promissory Note (the "Note") and all principal and interest thereon matures
on July 31, 2001, or earlier, as set forth below.

         This Note and the indebtedness evidenced hereby are being provided
pursuant to the terms of the Restricted Stock Certificate dated February 2, 2000
(the "Certificate") and the Section 83(b) of the Internal Revenue Code election
between Employee and Reebok (the "Section 83(b) Election"). The proceeds of the
loan may be used only for the purpose of paying the federal and state income
taxes due as a result of Employee's making the Section 83(b) Election with
respect to the Certificate.

         Except as noted below, Employee shall pay to Reebok the principal
amount referenced above and the applicable interest in full on July 31, 2001.
This Note may be called and required to be paid in full if: (i) you fail to make
payments when due, or (ii) your employment with Reebok is terminated for cause,
or (iii) you voluntarily resign prior to February 2, 2001. The Restricted Shares
granted to you by the Certificate are hereby pledged as collateral for this
Note.

         Reebok shall have the right to set off any amounts that Employee owes
Reebok hereunder against any monies that Reebok or any of its subsidiaries may
owe to Employee, of any nature whatsoever, including without limitation, any
compensation (including bonus amounts) and any severance owed or any other
benefit owed to or held as an employee of Reebok or any of its subsidiaries, and
Employee hereby agrees to and authorizes any such setoff.

         If payment of the principal on this Note is not paid in accordance with
the terms aforementioned, then this Note shall be deemed to be in default and if
suit is brought to collect this Note, Reebok shall be entitled to collect, in
addition to any principal outstanding, all reasonable costs and expenses to
include, but not necessarily be limited to, reasonable attorneys' fees and
expenses.

         Presentment, notice of dishonor and protest are hereby waived by
Borrower. This Note shall be binding upon Borrower and his or her heirs,
executors, administrators, and legal representatives. No delay or omission on
the part of the Reebok in exercising any rights hereunder shall operate as a
waiver of such rights or of any other right of Reebok, nor shall any


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delay, omission or waiver on any one occasion be deemed as a bar to, or waiver
of, the same or any other right on any future occasion. This Note may not be
changed or terminated orally. Borrower shall have the right to prepay the
principal and any accrued interest on this Note, in whole or in part, at any
time or times, without penalty.

         All rights and obligations hereunder shall be governed by, and
construed and enforced in accordance with, the substantive laws of the
Commonwealth of Massachusetts, and this Note is executed as, and shall have
effect of, a sealed instrument. If any provision of this transaction is
inconsistent with the laws and statutes of the Commonwealth of Massachusetts,
the rest of the transaction shall not be affected, and that part that is not in
accord with the said laws shall be adjusted to so comply.

         IN WITNESS WHEREOF, the undersigned has executed this Note as an
instrument under seal as of the date first set forth above.

                                           /s/ Paul Duncan
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                                          Paul Duncan


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