Exhibit 10.1


                      SECOND AMENDMENT TO CREDIT AGREEMENT

     THIS SECOND  AMENDMENT TO CREDIT  AGREEMENT (this  "AMENDMENT") is made and
entered into as of ______________,  2001 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"),  POORE
BROTHERS - BLUFFTON,  LLC (formerly known as Wabash Foods,  LLC  ("WABASH")),  a
Delaware  limited  liability  company ("PBB"),  BOULDER NATURAL FOODS,  INC., an
Arizona  corporation  ("BOULDER"),  and BN FOODS,  INC., a Colorado  corporation
("BNF") (PBI,  PBAI,  PBDI,  Tejas,  PBB,  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,  PBB (as Wabash) and the Lender entered into a
certain Credit Agreement dated as of October 3, 1999, as amended by that certain
First Amendment to Credit  Agreement dated as of June 30, 2000 (as amended,  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 PBB
(as 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, PBB (as
Wabash) and Boulder.

     D. The Borrowers have requested the Lender to amend the Credit Agreement to
provide a temporary ninety (90) day increase in the Revolving  Commitment Amount
(as  defined in the Credit  Agreement).  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)  Revolving Note in the form attached hereto.
<PAGE>
          (c)  Acknowledgment  and  Consent of  Subordinated  Lender  from Wells
               Fargo  Small  Business  Investment  Company,  Inc.  in  the  form
               attached hereto.

          (d)  The Articles of Merger of PBDI with and into PBI, for filing with
               the State of Arizona;

          (e)  The Plan and Agreement of Merger of PBDI with and into PBI;

          (f)  The  Certificate  of  Ownership  and Merger of PBDI with and into
               PBI, for filing with the State of Delaware;

          (g)  The Unanimous  Consent of the Directors of PBDI  authorizing  the
               merger transaction  contemplated by the documents listed in items
               1(d)-1(f) above;

          (h)  The Unanimous  Consent of Directors of PBI authorizing the merger
               transaction   contemplated  by  the  documents  listed  in  items
               1(d)-(f) above;

          (i)  UCC-3  Financing   Statement   relating  to  that  certain  UCC-1
               Financing  Statement filed with the Arizona Secretary of State on
               September  16, 1999 as Document No.  01084753  showing  PBDI,  as
               Debtor,  and Lender,  as Secured  Party,  which  UCC-3  Financing
               Statement  amends such UCC-1 Financing  Statement by changing the
               Debtor's name from PBDI to PBI;

          (j)  The Articles of Merger of PBAI with and into PBI, for filing with
               the State of Arizona;

          (k)  The Plan and Agreement of Merger of PBAI with and into PBI;

          (l)  The  Certificate  of  Ownership  and Merger of PBAI with and into
               PBI, for filing with the State of Delaware;

          (m)  The Unanimous  Consent of the Directors of PBAI  authorizing  the
               merger transaction  contemplated by the documents listed in items
               1(j)-1(l) above;

          (n)  The Unanimous  Consent of Directors of PBI authorizing the merger
               transaction   contemplated  by  the  documents  listed  in  items
               1(j)-(l) above;

          (o)  UCC-3  Financing   Statement   relating  to  that  certain  UCC-1
               Financing  Statement filed with the Arizona Secretary of State on
               September  16, 1999 as Document No.  01084752  showing  PBAI,  as
               Debtor,  and Lender,  as Secured  Party,  which  UCC-3  Financing
               Statement  amends such UCC-1 Financing  Statement by changing the
               Debtor's name from PBAI to PBI;

          (p)  The  Certificate  of Name Change,  together  with proof of filing
               with the State of  Delaware  showing the change of name of Wabash
               to PBB;

          (q)  UCC-3  Financing   Statement   relating  to  that  certain  UCC-1
               Financing Statement filed with the Delaware Secretary of State on
               March 30, 1998 as Document No. 9813046 showing Wabash, as Debtor,
               and Lender,  as Secured Party,  which UCC-3  Financing  Statement

                                       2
<PAGE>
               amends such UCC-1  Financing  Statement  by changing the Debtor's
               name from Wabash to PBB;

          (r)  Evidence of the conversion of the  subordinated  debt  previously
               held by Renaissance Capital Growth and Income Fund III, Inc. into
               capital stock of PBI; and

          (s)  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).

2. AMENDMENTS.

Section 2.1. DEFINED TERMS.

          (a) The  following  definition  is hereby  added to Section 1.1 of the
     Credit Agreement:

          "REVOLVING COMMITMENT AMOUNT":

               (a)  as of any  date of  determination  from  February  12,  2001
                    through and  including  May 13,  2001,  and amount  equal to
                    $4,000,000; and

               (b)  as of any  date of  determination  after  May 13,  2001,  an
                    amount equal to $3,000,000."

Section 2.2 REVISIONS TO REVOLVING LINE OF CREDIT.

          Section 2.1(a) of the Credit  Agreement is hereby amended and restated
in its entirety to read as follows:

               "2.1(a) REVOLVING CREDIT. A revolving loan (the "Revolving Loan")
          to the  Borrower  available as advances  ("Advances")  at any time and
          from  time to time  from the  Closing  Date to  October  3,  2002 (the
          "Revolving  Maturity  Date"),  during  which  period the  Borrower may
          borrow,  repay, and reborrow in accordance with the provisions hereof,
          PROVIDED, that the unpaid principal amount of revolving Advances shall
          not exceed the lesser of (i) the Revolving Commitment Amount, and (ii)
          the Borrowing Base."

          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.

                                       3
<PAGE>
          4. MERGER  DOCUMENTS.  Upon filing of the documents listed in Sections
1.1(d) and 1.1(f),  and/or the documents  listed in Sections  1.1(j) and 1.1(l),
with the  Arizona  Secretary  of State  and the  Delaware  Secretary  of  State,
Borrower agrees to promptly inform Lender of such filing,  and Borrower  further
agrees to  deliver to the  Lender,  within  ten (10) days of such  filing,  true
copies of such  filed  documents  bearing  proof of filing  with the  respective
Secretaries of State.

          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]

                                       4
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this Second 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
                                          --------------------------------------

                                      POORE BROTHERS - BLUFFTON, LLC,
                                      a Delaware limited liability company
                                      (formerly known as Wabash Foods, LLC)

                                      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
                                          --------------------------------------

                                       5
<PAGE>
                ACKNOWLEDGMENT AND CONSENT OF SUBORDINATED LENDER

     WELLS  FARGO  SMALL  BUSINESS  INVESTMENT   COMPANY,   INC.,  a  California
corporation  ("WELLS  FARGO") hereby  acknowledges  and agrees that the attached
Revolving Note and the increase in the Revolving Commitment Amount to $4,000,000
under the Credit  Agreement (and any amounts  borrowed by Borrowers  pursuant to
such increase) 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 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
"SUBORDINATION   AGREEMENT").   Accordingly,   Wells  Fargo   hereby   expressly
acknowledges  and agrees that any obligation now or hereafter owed by any one or
more of the  Borrowers  to  Wells  Fargo  is and  shall  be  subordinate  to the
Additional  Credit and the other  Senior Debt in  accordance  with the terms and
conditions set forth in the Subordination Agreement.


                                 WELLS FARGO SMALL BUSINESS
                                 INVESTMENT COMPANY, INC.


                                 By:
                                     -------------------------------------------
                                 Its:
                                      ------------------------------------------

                                       6
<PAGE>
                                 REVOLVING NOTE

$4,000,000                                                  ______________, 2001


     FOR VALUE RECEIVED, POORE BROTHERS, INC., a corporation organized under the
laws of the State of Delaware ("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") and
POORE BROTHERS - BLUFFTON, LLC (formerly known as Wabash Foods, LLC), a Delaware
limited  liability  company  ("PBB"),  (PBI,  PBAI,  PBDI,  Tejas and PBB each a
Borrower and collectively the "Borrower" or the "Borrowers"), hereby jointly and
severally  promise to pay to the order of U.S.  BANK NATIONAL  ASSOCIATION  (the
"Lender") at its main office in Minneapolis,  Minnesota,  in lawful money of the
United  States  of  America  in  immediately  available  funds on the  Revolving
Maturity  Date (as such term and each  other  capitalized  term used  herein are
defined in the Credit Agreement hereinafter referred to) the principal amount of
FOUR  MILLION AND NO/100  DOLLARS  ($4,000,000.00)  or, if less,  the  aggregate
unpaid principal  amount of all Revolving  Advances made by the Lender under the
Credit  Agreement,  and to pay  interest  (computed  on the basis of actual days
elapsed  and a year of 360 days) in like  funds on the unpaid  principal  amount
hereof  from  time to time  outstanding  at the rates and times set forth in the
Credit Agreement.

     This note is the Revolving Note referred to in the Credit  Agreement  dated
as of October 3, 1999,  as amended by that  certain  First  Amendment  to Credit
Agreement  dated as of June 30, 2000, as further  amended by that certain Second
Amendment  to Credit  Agreement  dated as of  _______,  2001 (as the same may be
hereafter  from  time  to  time  amended,  restated  or  modified,  the  "Credit
Agreement")  between the undersigned and the Lender. This note is secured, it is
subject to certain  permissive  and  mandatory  prepayments  and its maturity is
subject to  acceleration,  in each case upon the terms  provided  in said Credit
Agreement.

     In the event of default hereunder,  the undersigned agrees to pay all costs
and  expenses  of  collection,   including   reasonable   attorneys'  fees.  The
undersigned waives demand, presentment, notice of nonpayment, protest, notice of
protest and notice of dishonor.

     This note is issued as  replacement  for,  and not payment of, that certain
Revolving  Note dated as of October 3, 1999 made payable by the Borrowers to the
order of Lender in the  original  principal  amount of Three  Million and No/100
Dollars ($3,000,000.00).

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       7
<PAGE>
     THE  VALIDITY,  CONSTRUCTION  AND  ENFORCEABILITY  OF THIS  NOTE  SHALL  BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PRINCIPLES THEREOF.


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
                                          --------------------------------------

                                      POORE BROTHERS - BLUFFTON, LLC,
                                      a Delaware limited liability company
                                      (formerly known as Wabash Foods, LLC)

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

                                      BOULDER NATURAL FOODS, INC.,
                                      an Arizona corporation

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

                                      BN FOODS, INC.,
                                      a Colorado corporation

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

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