Exhibit 10.1


SECOND
AMENDMENT TO CREDIT AGREEMENT




This
Second Amendment to Credit Agreement is entered into as of August 18, 2009, by
and between PRI Medical Technologies, Inc., a Nevada corporation ("Borrower")
and City National Bank, a national banking association ("CNB").




RECITALS




A.  Borrower
and CNB are parties to that certain Credit Agreement, dated as of May 1, 2008,
as amended by that certain First Amendment to Credit Agreement dated as of
August 4, 2008 (the Credit Agreement, as herein amended, hereinafter the "Credit
Agreement").




B.  Borrower
and CNB desire to supplement and amend the Credit Agreement as hereinafter set
forth.




NOW,
THEREFORE,the parties agree as follows:




1.  Definitions. Capitalized terms used in this
Amendment without definition shall have the meanings set forth in the Credit
Agreement.




2.  Amendments.The Credit Agreement is amended as follows:




2.1         Section 1.25 of the
Credit Agreement is amended in its entirety to provide as follows:




"Termination
Date"means August 3, 2010, Notwithstanding the foregoing, CNB may, at
its option, terminate this Agreement pursuant to the Section entitled "CNB's
Remedies"; the date of any such termination will become the Termination Date as
that term is used in this Agreement."




2.2         Section 2.1.2 is amended in
its entirety to provide as follows:




"Interest.The Revolving Credit Loans will bear interest from disbursement until due
(whether at stated maturity, by acceleration or otherwise) at a rate equal to
the greater of (a) three and one-half percent (3.50%) per year, or (b) the
fluctuating Prime Rate plus one half percent (0.50%) per year. Interest on the
Revolving Credit Loans and other charges incurred under this Agreement will be
payable monthly in arrears on the third day of the next month, commencing on the
first such date after the date hereof, and on the Termination
Date."









2.3         Sections 6.10.1 and
6.10.2 are amended in their entirety to provide as follows:





"6.10.1             Tangible
Net Worth plus Subordinated Debt of not less than
$4,500,000.00 at all times;




6.10.2               A
ratio of Total Senior Liabilities to Tangible Net Worth plus
Subordinated Debt of not more than 3.00 to 1 at all times;"




3.  Existing Agreement. Except as expressly amended
herein, the Credit Agreement shall remain in full force and effect, and in all
other respects is affirmed.




4.  Conditions Precedent.This Amendment
shall become effective upon the fulfillment of all of the following conditions
to CNB's satisfaction:




4.1         
CNB shall have received this Amendment duly executed by Borrower;




4.2          CNB shall have
received a separate Continuing Guaranty executed by the Guarantor, guarantying
repayment of all Obligations of Borrower to CNB; and




4.3          CNB shall have
received a loan documentation fee equal to $1,000.00.




5.  Counterparts.This Amendment
may be executed in any number of counterparts, and all such counterparts
taken together shall be deemed to constitute one and the same
instrument,




6.  Governing Law.This Amendment
and the rights and obligations of the parties hereto shall be construed
in accordance with, and governed by the laws of the State of
California.




IN WITNESS WHEREOF,the parties have executed this Amendment as of the day and year first
above written.




"Borrower"
              PRI Medical Technologies, Inc.
      a Nevada CorporationBy:
              /s/ Bruce
      J. HaberBruce
      J. Haber, Chairman/CEO




"CNB"
              City National Bank, a national
                banking
      associationBy:
              /s/ George
      HillGeorge
      Hill, Senior Vice President