Abstract: Disclosed is a backpack and counter-balance system. The system comprises a backpack having a pair of shoulder straps and a hip suspension system for supporting the weight of the backpack on the user's shoulders and hips respectively. At least one pocket system is worn in front of a user for counter-balancing backpack weight located rearwardly of the user. Each pocket system comprises at least one pocket, and a lower connection region for connection to the hip suspension system. The pocket system is supported in general vertical alignment above the lower connection region so as to transfer at least a majority, of the weight of the pocket system to the lower connection region. The pocket system further includes a connector for securing an upper connection region of the pocket system so as to maintain the general vertical alignment of the pocket system.