EXHIBIT
10.1
 
 AMENDMENT
TO CREDIT AND
 SECURITY
AGREEMENT
 
 
 This
Amendment to Credit and Security Agreement is made and entered into as of this
10th day of November, 2008, by and between Nature Vision, Inc., a Minnesota
corporation (herein called “Parent”) and Nature Vision Operating, Inc., a
Minnesota corporation (herein called “Subsidiary”).  Parent and
Subsidiary are each sometimes called “Borrower” and collectively sometimes
“Borrowers” for the benefit of M&I Business Credit, LLC (herein called
“Lender”).
 
 RECITALS:
 
 A.            Borrowers
executed and delivered to Lender a Credit and Security Agreement on November 8,
2007 (the “Credit Agreement”).  Capitalized terms used but not
otherwise defined herein shall have the meanings set forth in the Credit
Agreement.
 
 B.           
 Borrowers and Lender desire to alter, amend and modify the Credit
Agreement as hereinafter set forth.
 
 NOW,
THEREFORE, in consideration of the foregoing, and for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:
 
 1.           
 Paragraph 1(d) of the Credit Agreement is hereby deleted therefrom in its
entirety and the following is hereby inserted in lieu thereof as an amendment
thereto:
 
 Borrower
will pay interest on all outstanding loans under this Agreement at an annual
rate (computed on the basis of actual days elapsed in a 360-day year) which
shall at all times be equal to the greater of (i) five and one-quarter percent
(5.25%) per annum, or (ii) three and three-quarters percent (3.75%) above the
“One Month LIBOR Rate” (as hereinafter defined), each change in the interest
rate shall take effect simultaneously with the corresponding change in the One
Month LIBOR Rate; provided that in no event shall the Borrower pay interest at a
rate greater than the highest rate permitted by law.  “One Month LIBOR
Rate” means the annual rate equal to the rate at which U.S. dollar deposits are
offered on the first day of each calendar month on or about 9 a.m., Milwaukee,
Wisconsin time (rounded upwards, if necessary, to the nearest 1/16 of 1%) as
determined by the British Bankers Association (BBA LIBOR) and reported by a
major news service selected by Lender (such as Reuters, Bloomberg or Moneyline
Telerate).  If BBA LIBOR for the one month period is not provided or
reported on the first day of a month because, for example, it is a weekend or
holiday or for another reason, the One Month LIBOR Rate shall be established as
of the preceding day on which a BBA LIBOR rate is provided for a one month
period and reported by the selected news service.  The One Month LIBOR
Rate determined above shall be the applicable One Month LIBOR Rate for the
entire calendar month.  The One Month LIBOR Rate may be adjusted by
Lender for any reserve requirement and any subsequent costs arising from a
change in government regulation.  All interest shall accrue on the
principal balance outstanding from time to time and shall be payable on the
first day of the next month in which accrued and in any event on
demand.  Borrower agrees that Lender may at any time or from time to
time, without further request by Borrower, make a loan to Borrower, or apply the
proceeds of any loans, for the purpose of paying all such interest promptly when
due.  In the computation of interest, Lender may allow two banking
days for the collection of uncollected funds.  Notwithstanding
anything to the contrary stated herein, the interest charges payable pursuant to
this Paragraph 1(d) for each twelve month period shall never be less than
$120,000.  If for any twelve month period the interest pursuant to
Paragraph 1(d) shall be less than $120,000, Borrower shall pay on the
anniversary date of this Agreement ending each twelve months the amount of the
difference between $120,000 and the interest charges for such twelve month
period.  The effective date of this amendment to Paragraph 1(d) of the
Credit Agreement is December 1, 2008.
 
 2.           
 Lender hereby waives the breach by Borrowers of Paragraph 5(h) of the
Credit Agreement as of September 30, 2008, based upon the financial statements
of Borrowers as of September 30, 2008; provided, however, that this waiver shall
not be deemed a waiver of any other breach or default of the Credit Agreement or
Security Documents, including, without limitation, any subsequent breach by
Borrowers of Paragraph 5(h) of the Credit Agreement.
  
  3.         
   Borrowers hereby warrant and represent to Lender that except
as expressly set forth in Paragraph 2 of this Agreement (a) each and all of the
representations and warranties set forth and contained in the Credit Agreement
and Security Documents (as defined in the Credit Agreement) are true, correct
and complete in all respects as of the date hereof, and (b) no Event of Default
and no event, circumstance or condition which with the giving of notice or the
passage of time or both would constitute an Event of Default under the Credit
Agreement or Security Documents has occurred or is continuing as of the date
hereof.
 
 4.           
 Borrowers acknowledge and agree that, except as expressly set forth in
Paragraph 2 of this Agreement, by executing and delivering this Agreement the
Lender is not waiving any existing Event of Default, whether known or unknown,
or any event, circumstance or condition, whether known or unknown, which with
the giving of notice or the passage of time or both would constitute an Event of
Default nor is Lender waiving any of its rights or remedies under the Credit
Agreement or Security Documents.
 
 5.       
     Borrowers hereby acknowledge and agree with Lender
that no events, conditions or circumstances have arisen or exist as of the date
hereof which would give Borrowers the right to assert a defense, counterclaim
and/or setoff to any claim by Lender for payment of amounts due under the Credit
Agreement or Security Documents.
 
 6.         
   Borrowers hereby release Lender and each of its officers,
directors, agents, employees, legal counsel and other representatives from any
and all claims, demands, causes of action, liability, damage, loss, costs and
expenses which it has paid, incurred or sustained, or believes it has paid,
incurred or sustained, known or unknown, absolute or contingent, liquidated or
unliquidated, as a result of or related to (a) the transactions evidenced by or
related to the Credit Agreement and Security Documents, (b) any acts or
omissions of the Lender or any of its officers, directors, agents, employees,
legal counsel or other representatives in connection therewith or related
thereto, or (c) the extension or denial of credit under the Credit Agreement or
Security Documents.
 
 7.           
 Except as expressly amended hereby, the Credit Agreement and Security
Documents shall remain in full force and effect in accordance with their
original terms and binding upon and enforceable against Borrowers, and not
subject to any defense, counterclaim or right of setoff.
 
 IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
as of the day and year first above written.
 
 BORROWERS:NATURE
      VISION, INC.By:
                                      /s/ Jeff P. ZernovIts
      :
                                      Chief Executive Officer and
      PresidentAccepted
      by:M&I
      BUSINESS CREDIT, LLC
                                      NATURE
      VISION OPERATING, INC.By:
                                      /s/ Robert M. Raveling
                                      
                                      By:
                                      /s/ Jeffery P. ZernovIts:
                                      /s/ Vice President
                                      
                                      Its:
                                      Chief Executive Officer and
      President