Exhibit 10.44

                       FIRST AMENDMENT TO CREDIT AGREEMENT


     THIS FIRST  AMENDMENT TO CREDIT  AGREEMENT  (this  "AMENDMENT") is made and
entered into as of June 30, 2000 by and between POORE BROTHERS, INC., a Delaware
corporation  ("PBI"),  POORE  BROTHERS  ARIZONA,  INC.,  an Arizona  corporation
("PBAI"),  POORE BROTHERS  DISTRIBUTING,  INC., an Arizona corporation ("PBDI"),
TEJAS PB DISTRIBUTING,  INC., an Arizona  corporation  ("TEJAS"),  WABASH FOODS,
LLC, a Delaware limited  liability  company  ("WABASH"),  BOULDER NATURAL FOODS,
INC.,  an  Arizona  corporation  ("BOULDER"),  and BN FOODS,  INC.,  a  Colorado
corporation  ("BNF") (PBI, PBAI,  PBDI,  Tejas,  Wabash,  Boulder and BNF each a
"BORROWER" and  collectively the "BORROWER" or the  "BORROWERS"),  and U.S. BANK
NATIONAL ASSOCIATION,  a national banking association,  successor in interest to
U.S. BANCORP REPUBLIC  COMMERCIAL  FINANCE,  INC., a Minnesota  corporation (the
"LENDER").

                                    RECITALS:

     A. PBI,  PBAI,  PBDI,  Tejas,  Wabash and the Lender entered into a certain
Credit  Agreement  dated as of October  3, 1999 (the  "CREDIT  AGREEMENT").  All
capitalized  terms not otherwise defined herein shall have the meanings given to
them in the Credit Agreement.

     B. Boulder became a party to, and a "Borrower"  under, the Credit Agreement
pursuant to the terms and conditions of that certain Joinder  Agreement dated as
of June 7, 2000 by and between  Boulder,  Lender,  PBI,  PBAI,  PBDI,  Tejas and
Wabash.

     C. BNF  became a party to, and a  "Borrower"  under,  the Credit  Agreement
pursuant to the terms and conditions of that certain Joinder  Agreement dated as
of June 30, 2000 by and between BNF, Lender,  PBI, PBAI, PBDI, Tejas, Wabash and
Boulder.

     D. The Borrowers  have  requested the Lender to amend the Credit  Agreement
(i) to convert into a new term loan a portion of the fees owed by the  Borrowers
to the Lender under the Credit Agreement,  and (ii) to document the extension of
a new term loan by the Lender to the  Borrowers.  The Lender has agreed to do so
upon the terms and subject to the conditions herein set forth.

                                   AGREEMENTS:

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
hereinafter  set  forth,  and  for  One  Dollar  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

     1. DELIVERY OF DOCUMENTS.  At or prior to the execution of this  Amendment,
Borrowers  shall  have  delivered  or caused to be  delivered  to the Lender the
following documents each dated such date and in form and substance  satisfactory
to the Lender and duly executed by all appropriate parties:

     (a) This Amendment.

     (b) Term Note C (defined below).

     (c) Term Note D (defined below).

     (d) Payment of $200,000 to the Lender as partial payment of the Wabash Sale
Fee.

     (e)  Acknowledgment  and Consent of  Subordinated  Lender from  Renaissance
Capital  Growth  and  Income  Fund III,  Inc.  and Wells  Fargo  Small  Business
Investment Company, Inc. in the form attached hereto.

     (f) Such other  documents  or  instruments  as the  Lender  may  reasonably
require,  including,  without limitation,  any financing statements,  notices or
other  instruments,  required by Lender to evidence or perfect more  effectively
the security  interest of Lender in the  Collateral  (as that term is defined in
the Security Agreement).

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     2. AMENDMENTS.

     Section 2.1. DEFINED TERMS.

     (a) The following definitions are hereby added to Section 1.1 of the Credit
Agreement:

     "TERM LOAN C": As defined in Section 2.1(d).

     "TERM LOAN D": As defined in Section 2.1(e).

     "TERM LOAN C COMMITMENT":  The obligation of the Lender to make a term loan
to the Borrower in the Term Loan C Commitment  Amount upon the terms and subject
to the conditions and limitations of this Agreement.

     "TERM LOAN D COMMITMENT":  The obligation of the Lender to make a term loan
to the Borrower in the Term Loan D Commitment  Amount upon the terms and subject
to the conditions and limitations of this Agreement.

     "TERM LOAN C COMMITMENT AMOUNT": As defined in Section 2.1(d).

     "TERM LOAN D COMMITMENT AMOUNT": As defined in Section 2.1(e).

     "TERM NOTE C": As defined in Section 2.3.

     "TERM NOTE D": As defined in Section 2.3.

     (b) The following terms defined in Section 1.1 of the Credit  Agreement are
hereby amended in their entirety to read as follows:

     "COMMITMENTS":  The Revolving Commitment,  the Term Loan A Commitment,  the
Term  Loan B  Commitment,  the  Term  Loan C  Commitment  and  the  Term  Loan D
Commitment.

     "TERM NOTES: Term Note A, Term Note B, Term Note C and Term Note D.

     Section 2.2. NEW TERM LOANS.

     (a) A new Section  2.1(d) and a new Section  2.1(e) are hereby added to the
Credit Agreement to read as follows:

     2.1(d)  TERM LOAN C. A term  loan  ("Term  Loan C") from the  Lender to the
Borrower  on June 30,  2000 in the  amount  of  $515,000.00  (the  "Term  Loan C
Commitment Amount").

     2.1(e)  TERM LOAN D. A term  loan  ("Term  Loan D") from the  Lender to the
Borrower  on June 30,  2000 in the  amount  of  $300,000.00  (the  "Term  Loan D
Commitment Amount").

     (b) Section 2.3 of the Credit  Agreement is hereby  amended and restated in
its entirety to read as follows:

     2.3 THE NOTES.  The Advances on the Revolving  Loan shall be evidenced by a
single promissory note of the Borrower (the "Revolving Note"),  substantially in
the form of Exhibit  2.3(a)  hereto,  in the amount of the Revolving  Commitment
Amount originally in effect. Term Loan A shall be evidenced by a promissory note
("Term  Note A"),  substantially  in the form of Exhibit  2.3(b)  hereto,  in an

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amount  equal  to the  Term  Loan A  Commitment  Amount.  Term  Loan B shall  be
evidenced by a  promissory  note ("Term Note B"),  substantially  in the form of
Exhibit 2.3(c) hereto, in an amount equal to the Term Loan B Commitment  Amount.
Term  Loan  C  shall  be  evidenced  by  a  promissory  note  ("Term  Note  C"),
substantially  in the form of Exhibit 2.3(d)  hereto,  in an amount equal to the
Term Loan C  Commitment  Amount.  Term Loan D shall be evidenced by a promissory
note ("Term Note D"),  substantially in the form of Exhibit 2.3(e) hereto, in an
amount equal to the Term Loan D Commitment Amount. The Lender shall enter in its
ledgers and records the payments made on the Revolving  Note,  Term Loan A, Term
Loan B, Term Loan C and Term Loan D and the amount of each  Advance made and the
payments made thereon,  and the Lender is authorized by the Borrower to enter on
a schedule attached to the Notes a record of such Advances and payments.

     (c)  Section  2.4 of the  Credit  Agreement  is hereby  amended  to add the
following  new  sentences  immediately  before the last sentence of such Section
2.4:

     "Interest  shall accrue and be payable on the unpaid balance of Term Note C
at a floating rate equal to the  Reference  Rate plus 2.0% (the latter being the
"Applicable Term C Margin");  PROVIDED,  HOWEVER, that upon the happening of any
Event  of  Default,  then,  at the  option  of the  Lender,  Term  Note C  shall
thereafter  bear  interest  at a  floating  rate  equal  to the  sum of (a)  the
Reference  Rate,  plus (b) the Applicable  Term C Margin,  plus (c) 2%. Interest
shall  accrue and be payable on the unpaid  balance of Term Note D at a floating
rate equal to the  Reference  Rate plus 2.0% (the latter  being the  "Applicable
Term D Margin");  PROVIDED,  HOWEVER,  that upon the  happening  of any Event of
Default,  then, at the option of the Lender,  Term Note D shall  thereafter bear
interest at a floating rate equal to the sum of (a) the Reference Rate, plus (b)
the Applicable Term D Margin, plus (c) 2%."

     (d) A new Section  2.6(d) and a new Section  2.6(e) are hereby added to the
Credit Agreement to read as follows:

     2.6(d)  REPAYMENT  OF TERM LOAN C.  Principal  of Term Note C is payable as
provided  in Term Note C. Any  prepayment  must be  accompanied  by accrued  and
unpaid interest on the amount prepaid. Amounts so prepaid cannot be reborrowed.

     2.6(e)  REPAYMENT  OF TERM LOAN D.  Principal  of Term Note D is payable as
provided  in Term Note D. Any  prepayment  must be  accompanied  by accrued  and
unpaid interest on the amount prepaid. Amounts so prepaid cannot be reborrowed.

     Section 2.3.  NEW  EXHIBITS.  Exhibit  2.3(d) and Exhibit  2.3(e)  attached
hereto  are hereby  incorporated  by  reference  into and are made a part of the
Credit  Agreement as Exhibit 2.3(d) and Exhibit 2.3(e),  respectively,  attached
thereto.

     3  CONTINUING  OBLIGATION;  REPRESENTATIONS.  To induce the Lender to enter
into this  Amendment,  the  Borrowers  represent  and  warrant  to the Lender as
follows:

     Section 3.1 CONTINUING  OBLIGATION.  Borrowers  acknowledge  and agree that
they remain  obligated for the payment of indebtedness  evidenced and secured by
the Credit Agreement and the other Loan Documents,  and agree to be bound by and
to perform all of the covenants and  agreements  set forth in said documents and
instruments, as the same may be amended by this Amendment.

     Section 3.2 REAFFIRMATION OF REPRESENTATIONS.  Borrowers hereby restate and
reaffirm all  representations,  warranties and covenants contained in the Credit
Agreement and the Loan Documents, the same as if such covenants, representations
and warranties were made by Borrowers on the date hereof.

     Section 3.3  INTELLECTUAL  PROPERTY.  Borrowers  represent and warrant that
Borrowers possess or have the right to use all of the patents, trademarks, trade
names,  service  marks  and  copyrights,  and  applications  therefor,  and  all
technology,  know-how,  processes,  methods and designs used in or necessary for
the conduct of their business, without known conflict with the rights of others.

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All  such  licenses,  patents,   trademarks,  trade  names,  service  marks  and
copyrights, and applications therefor, existing on the date hereof are listed on
EXHIBIT A attached hereto.

     4. ACKNOWLEDGMENT OF SECURITY INTEREST.  The Borrowers acknowledge that the
Term Note C and Term Note D constitute an  "Obligation"  as that term is defined
in Section 1(a) of the Security  Agreement and that the Collateral  described in
the Security Agreement therefore secures the payment of the Term Note C and Term
Note D in accordance with the terms of the Security Agreement.

     5. FEES AND EXPENSES.  The  Borrowers  agree to pay or reimburse the Lender
for  all  reasonable  out-of-pocket  expenses  (including,  without  limitation,
reasonable  attorneys' fees, and  out-of-pocket  disbursements of Lender's legal
counsel)  incurred by the Lender in connection  with this  Amendment and related
documents.

     6. EXECUTION IN COUNTERPARTS. This Amendment may be executed in two or more
counterparts  each  of  which  shall  be an  original  and  all of  which  shall
constitute but one and the same instrument.

     7.  REFERENCES.  All references to the Credit  Agreement in any document or
instrument are hereby amended and shall refer to the Credit Agreement as amended
by this  Amendment.  Except as  amended  hereby,  the  provisions  of the Credit
Agreement shall remain unmodified and in full force and effect.

                  [Remainder of page intentionally left blank;
                             Signature pages follow]

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     IN WITNESS WHEREOF,  the parties hereto have caused this First Amendment to
Credit Agreement be executed as of the day and year first above written.


BORROWERS:
                                     POORE BROTHERS, INC.,
                                     a Delaware corporation

                                     By
                                        ----------------------------------------
                                      Its
                                          --------------------------------------


                                     POORE BROTHERS ARIZONA, INC.,
                                     an Arizona corporation

                                     By
                                        ----------------------------------------
                                      Its
                                          --------------------------------------


                                     POORE BROTHERS DISTRIBUTING, INC.,
                                     an Arizona corporation

                                     By
                                        ----------------------------------------
                                      Its
                                          --------------------------------------


                                     TEJAS PB DISTRIBUTING, INC.,
                                     an Arizona corporation

                                     By
                                        ----------------------------------------
                                      Its
                                          --------------------------------------


                                     WABASH FOODS, LLC,
                                     a Delaware limited liability company

                                     By
                                        ----------------------------------------
                                      Its
                                          --------------------------------------

                                     BOULDER NATURAL FOODS, INC.,
                                     an Arizona corporation

                                     By
                                        ----------------------------------------
                                      Its
                                          --------------------------------------


                                     BN FOODS, INC.,
                                     a Colorado corporation

                                     By
                                        ----------------------------------------
                                      Its
                                          --------------------------------------

LENDER:
                                     U.S. BANK NATIONAL ASSOCIATION,
                                     a national banking association

                                     By
                                        ----------------------------------------
                                      Its
                                          --------------------------------------

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                ACKNOWLEDGMENT AND CONSENT OF SUBORDINATED LENDER

     RENAISSANCE  CAPITAL  GROWTH & INCOME FUND III,  INC., a Texas  corporation
("RENAISSANCE")  and WELLS FARGO SMALL  BUSINESS  INVESTMENT  COMPANY,  INC.,  a
California  corporation  ("WELLS FARGO") hereby  acknowledge and agree that Term
Note  C,  Term  Note  D  and  any  other  loans,  advances  or  other  financial
accommodations  now or  hereafter  made by the  Lender to any one or more of the
Borrowers (collectively, the "ADDITIONAL CREDIT") shall constitute "Senior Debt"
as that term is defined in (i) as to  Renaissance,  that  certain  Subordination
Agreement (Debt and Security)  dated October 3, 1999 by and between  Renaissance
and U.S. BANCORP REPUBLIC  COMMERCIAL  FINANCE,  INC., a Minnesota  corporation,
predecessor in interest to U.S. BANK NATIONAL  ASSOCIATION,  a national  banking
association (the "RENAISSANCE  SUBORDINATION  AGREEMENT"),  and (ii) as to Wells
Fargo, that certain Subordination Agreement (Debt and Security) dated October 3,
1999 by and between Wells Fargo and U.S.  BANCORP REPUBLIC  COMMERCIAL  FINANCE,
INC, a Minnesota  corporation,  predecessor  in interest to U.S.  BANK  NATIONAL
ASSOCIATION,  a national  banking  association  (the "WELLS FARGO  SUBORDINATION
AGREEMENT").  Accordingly,  Renaissance  and Wells Fargo each  hereby  expressly
acknowledge  and agree that any  obligation  now or hereafter owed by any one or
more of the  Borrowers to either of  Renaissance  or Wells Fargo is and shall be
subordinate to the Additional Credit in accordance with the terms and conditions
set  forth  in  the  Renaissance  Subordination  Agreement  or the  Wells  Fargo
Subordination Agreement, as the case may be.


                                     RENAISSANCE CAPITAL GROWTH &
                                     INCOME FUND III, INC.

                                     By
                                        ----------------------------------------
                                      Its
                                          --------------------------------------


                                     WELLS FARGO SMALL BUSINESS
                                     INVESTMENT COMPANY, INC.

                                     By
                                        ----------------------------------------
                                      Its
                                          --------------------------------------

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                                    EXHIBIT A

                              INTELLECTUAL PROPERTY


                                  See attached.