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                                                                   EXHIBIT 10.8

                                 AMENDMENT NO. 2
                                       TO
                                CREDIT AGREEMENT

        THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of June 30, 2002 (the
"Amendment"), between Rehabilicare Inc., a Minnesota corporation (the
"Borrower") and U.S. Bank National Association (the "Bank").

                                    RECITALS:

        A. The Borrower and the Bank are the parties to that certain Credit
Agreement dated as of July 14, 1999, as amended by an Amendment No. 1 to Credit
Agreement and Waiver dated as of March 31, 2001 (the "Original Agreement").

        B. The Borrower has requested that the Bank amend certain Sections of
the Original Agreement.

        C. Subject to the terms and conditions of this Amendment, the Bank will
agree to the foregoing requests of the Borrower.

        NOW, THEREFORE, the parties agree as follows:

        1. DEFINED TERMS. All capitalized terms used in this Amendment shall,
except where the context otherwise requires, have the meanings set forth in the
Original Agreement as amended hereby.

        2. AMENDMENTS.  The Original Agreement is amended as follows:

               (a) Each reference in the Original Agreement to:

                      (i) the "Adjusted Eurodollar Rate" for any Eurodollar Rate
               Loan Unit shall be deemed to be a reference to the LIBOR Rate;

                      (ii) a "Eurodollar Business Day" shall be deemed to be a
               reference to a New York banking day; and

                      (iii) the "Reference Rate" shall be deemed to be a
               reference to the Prime Rate; and

                      (iv) any "Reference Rate Loan Unit" or the "Reference Rate
               Loan Units", as the case may be, shall be deemed to be a
               reference to a Prime Rate Loan or the Prime Rate Loans.

               (b) The definition of "Interest Period" appearing in Section 1.1
        of the Original Agreement is amended in its entirety to read as follows:

               "`Interest Period': For any Eurodollar Rate Loan Unit, the period
        commencing on the date of such Eurodollar Rate Loan Unit and ending on
        the numerically corresponding day 1, 2, 3, or 6 months thereafter
        matching the interest rate term selected by the Borrower; provided,
        however, (a) if any Interest Period would otherwise end on a day which
        is not a New York Banking Day, then the Interest Period shall end on the
        next succeeding New York Banking Day unless the next succeeding New York
        Banking Day falls in another calendar month, in which case the Interest
        Period shall end on the immediately preceding New York Banking Day; (b)
        if any Interest Period begins on the last New York Banking Day of a
        calendar month (or on a day for which there is no numerically
        corresponding day in the calendar month at the end of the Interest
        Period), then the Interest Period shall end on the last New York Banking
        Day of the calendar month at the end of such Interest Period; (c) no
        Interest Period relating to any Loan shall extend beyond the stated
        Maturity of such Loan; and/or (d) Interest Periods shall not be chosen
        for any Eurodollar Rate Loan Units which would require payment of any
        amount of such Eurodollar Rate Loan Unit prior to the last day of the
        Interest Period in order to pay a scheduled installment of the Term Loan
        when due.

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               (c) The definition of "Revolving Credit Termination Date"
        appearing in Section 1.1 of the Original Agreement is amended by
        extending the date "July 1, 2002" appearing therein to the date "July 1,
        2003."

               (d) Section 1.1 of the Original Agreement is further amended by
        adding the following new definitions of "LIBOR Rate," "New York Banking
        Day," and "Prime Rate" in proper alphabetical order:

                      "`LIBOR Rate': For any Eurodollar Rate Loan Unit for its
               Interest Period, the LIBOR rate quoted by the Bank from Telerate
               Page 3750 or any successor thereto (which shall be the LIBOR rate
               in effect two New York Banking Days prior to commencement of such
               Interest Period), adjusted for any reserve requirement and any
               subsequent costs arising from a change in government regulation.

                      `New York Banking Day': Any day (other than a Saturday or
               Sunday) on which commercial banks are open for business in New
               York, New York.

                      `Prime Rate': The prime rate announced by the Bank from
               time to time, as and when such rate changes.

               (e) The third sentence of Section 2.4 of the Original Agreement
        is amended in its entirety to read as follows:

                      "In the event the Borrower does not timely select another
               interest rate option at least two New York Banking Days before
               the end of the Interest Period for a Eurodollar Rate Loan Unit,
               the Bank may at any time after the end of the Interest Period
               convert the Eurodollar Rate Loan Unit to a Reference Rate Loan
               Unit, but until such conversion, the funds advanced under the
               Eurodollar Rate Loan Unit shall continue to accrue interest at
               the same rate as the interest rate in effect for such Eurodollar
               Rate Loan Unit prior to the end of the Interest Period."

               (f) Section 2.6 of the Original Agreement is amended in its
        entirety to read as follows:

               "SECTION 2.6 FUNDING LOSSES. If a Eurodollar Rate Loan Unit is
       prepaid prior to the end of the Interest Period for such Loan Unit,
       whether voluntarily or because prepayment is required due to such Loan
       Unit maturing or due to acceleration of such Loan Unit upon the
       occurrence of an Event of Default or otherwise, the Borrower agrees to
       pay all of the Bank's costs, expenses and Interest Differential (as
       determined by the Bank) incurred as a result of such prepayment. The term
       "Interest Differential" shall mean that sum equal to the greater of zero
       or the financial loss incurred by the Bank resulting from prepayment,
       calculated as the difference between the amount of interest the Bank
       would have earned (from like investments in the Money Markets as of the
       first day of the Eurodollar Rate Loan Unit) had prepayment not occurred
       and the interest the Bank will actually earn (from like investments in
       the Money Markets as of the date of prepayment) as a result of the
       redeployment of funds from the prepayment. Because of the short-term
       nature of this facility, the Borrower agrees that the Interest
       Differential shall not be discounted to its present value. Any prepayment
       of a Eurodollar Rate Loan Unit shall be in an amount equal to the
       remaining entire principal balance of such Eurodollar Rate Loan Unit. The
       term "Money Markets" refers to one or more wholesale funding markets
       available to the Bank, including negotiable certificates of deposit,
       commercial paper, eurodollar deposits, bank notes, federal funds,
       interest rate swaps or others. A certificate as to any such loss, cost or
       expense shall be submitted by the Bank to the Borrower together with such
       Bank's request for indemnification (which requests shall set forth the
       basis for requesting such amounts in reasonable detail) and shall, in the
       absence of manifest error or error proven by the Borrower, be conclusive
       and binding as to the amount thereof."

               (g) The first sentence of Section 4.2(a) of the Original
        Agreement is amended in its entirety to read as follows:

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                      "(a) The Borrower, by giving written or telephonic notice
               to the Bank by no later than 2:00 p.m. on the Business Day of a
               prepayment, may prepay the Loans, in whole or in part, at any
               time, without premium or penalty; provided, however, that: (i)
               any prepayment shall be subject to the provisions of Section 2.6;
               (ii) each partial prepayment of any Term Loan shall be in an
               amount of $500,000.00 or an integral multiple of $100,000.00
               above such amount; and/or (iii) no partial prepayment of an
               Eurodollar Rate Loan Unit shall be permitted."

        3. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective on
the date (the "Effective Date") when, and only when, the Bank shall have
received:

               (a) Counterparts of this Amendment executed by the Borrower;

               (b) A certified copy of the resolutions of the Board of Directors
        of the Borrower authorizing or ratifying the transactions contemplated
        hereby, designating the officers authorized to execute and/or deliver
        this Amendment and any other documents to be executed and/or delivered
        by the Borrower in connection herewith;

               (c) An Incumbency Certificate signed by the Secretary of the
        Borrower setting forth names of each officer of the Borrower designated
        to execute and/or deliver this Amendment and any other documents to be
        executed and/or delivered by the Borrower in connection herewith and an
        original sample of the signature thereof;

               (d) A certificate of the Secretary or an Assistant Secretary of
        the Borrower certifying (i) that there have been no changes to the
        articles of incorporation or bylaws of the Borrower previously delivered
        to the Bank; or if (i) is not correct, (ii) that the Articles and/or
        By-Laws delivered to the Bank in connection with this Amendment are true
        and correct copies of the Articles of Incorporation and/or By-Laws of
        the Borrower currently in full force and effect;

               (e) A Certificate of Good Standing for the Borrower issued by the
        Secretary of State of the State of Minnesota; and

               (f) Such other documents or other items as the Bank may
        reasonably request.

        4. REPRESENTATIONS AND WARRANTIES. To induce the Bank to enter into this
Amendment, the Borrower represents and warrants to the Bank as follows:

               (a) The execution, delivery and performance by the Borrower of
        this Amendment and any other documents to be executed and/or delivered
        by the Borrower in connection herewith have been duly authorized by all
        necessary corporate action, do not require any approval or consent of,
        or any registration, qualification or filing with, any government agency
        or authority or any approval or consent of any other person (including,
        without limitation, any stockholder), do not and will not conflict with,
        result in any violation of or constitute any default under, any
        provision of the Borrower's articles of incorporation or bylaws, any
        agreement binding on or applicable to the Borrower or any of its
        property, or any law or governmental regulation or court decree or
        order, binding upon or applicable to the Borrower or of any of its
        property and will not result in the creation or imposition of any
        security interest or other lien or encumbrance in or on any of its
        property pursuant to the provisions of any agreement applicable to the
        Borrower or any of its property except pursuant to the Loan Documents to
        which the Borrower is a party;

               (b) The representations and warranties contained in ARTICLE VII
        of the Original Agreement are true and correct as of the date hereof as
        though made on that date except to the extent that such representations
        and warranties relate solely to an earlier date;

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               (c) No events have taken place and no circumstances exist at the
        date hereof which would give the Borrower the right to assert a defense,
        offset or counterclaim to any claim by the Bank for payment of the
        Obligations;

               (d) The Original Agreement, as amended by this Amendment and the
        other Loan Documents to which the Borrower is a party remain in full
        force and effect and are the legal, valid and binding obligations of the
        Borrower and are enforceable in accordance with their respective terms,
        subject to limitations as to enforceability which might result from
        bankruptcy, insolvency, moratorium and other similar laws affecting
        creditors' rights generally and subject to limitations on the
        availability of equitable remedies; and

               (e) Prior to and after giving effect to this Amendment, no
        Adverse Event, Default or Event of Default has occurred and is
        continuing as of the date hereof.

        5.     REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS.

               (a) From and after the date of this Amendment, each reference in
        the Original Agreement to "this Agreement," "hereunder," "hereof,"
        "herein" or words of like import referring to the Original Agreement,
        and each reference to the "Agreement," "thereunder," "thereof,"
        "therein" or words of like import referring to the Original Agreement in
        any other Loan Document shall mean and be a reference to the Original
        Agreement as amended hereby; and

               (b) The execution, delivery and effectiveness of this Amendment
        shall not, except as expressly provided herein, operate as a waiver of
        any right, power or remedy of the Bank under the Original Agreement or
        any other Loan Document, nor constitute a waiver of any provision of the
        Original Agreement or any such other Loan Document.

        6. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all
costs and expenses of the Bank in connection with the preparation, reproduction,
execution and delivery of this Amendment and the other documents to be delivered
hereunder or thereunder, including their reasonable attorneys' fees and legal
expenses. In addition, the Borrower shall pay any and all stamp and other taxes
and fees payable or determined to be payable in connection with the execution
and delivery, filing or recording of this Amendment and the other instruments
and documents to be delivered hereunder, and agrees to save the Bank harmless
from and against any and all liabilities with respect to, or resulting from, any
delay in the Borrower's paying or omission to pay, such taxes or fees.

        7. GOVERNING LAW. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS
AMENDMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA,
WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT
TO FEDERAL LAWS OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS.

        8. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

        10. COUNTERPARTS. This Amendment may be executed in separate
counterparts and by separate parties in separate counterparts, each of which
shall be an original and all of which taken together shall constitute one and
the same Amendment.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first written above.

                                Rehabilicare Inc.

                                By:
                                   ____________________________________________
                                Title:
                                       _________________________________________

                                U.S. Bank National Association

                                By:
                                   _____________________________________________
                                Title:
                                       _________________________________________



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