SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

Exhibit 10.1

SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

     This Amendment, dated effective as of October 22, 2008, is made by and between Zareba Systems, Inc., a Minnesota corporation (“Systems”) and Zareba Security, Inc., a Minnesota corporation (“Security”) (Systems and Security are individually and collectively referred to herein as the “Borrower”), and JPMorgan Chase Bank, N.A., a national banking association (the “Lender”).

RECITALS

     The Borrower and the Lender have entered into a Credit and Security Agreement dated as of August 29, 2007, as amended by that certain First Amendment to Revolving Credit Agreement dated September 30, 2008 (as so amended, the “Credit Agreement”). Capitalized terms used in these recitals have the meanings given to them in the Credit Agreement unless otherwise specified.

     The Borrower has requested that certain amendments be made to the Credit Agreement, which the Lender is willing to make pursuant to the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows:

1. Defined Terms . Capitalized terms used in this Amendment which are defined in the Credit Agreement shall have the same meanings as defined therein, unless otherwise defined herein. In addition, Section 1.1 of the Credit Agreement is amended by adding or amending, as the case may be, the following definitions:

“Banking Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a LIBOR Advance, the term “Banking Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by the Lender (or by any applicable lending office of such Lender) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“LIBOR” means, with respect to any LIBOR Advance for any Interest Period, an interest rate per annum (rounded upward, if necessary, to the next 1/16th of 1%) equal to (a) the rate appearing on Reuters Screen LIBOR 01 (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Lender from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Banking Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period multiplied by (b) a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board of Governors of the Federal Reserve System to which the Lender is subject eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. LIBOR Advances shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time under such Regulation D or any comparable regulation. The statutory reserve rate described in this clause (b) shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. In the event that such rate is not available at such time for any reason, then the “LIBOR” with respect to such LIBOR Advance for such Interest Period shall be the rate at which dollar deposits in the approximate amount of principal outstanding on such date and for a maturity comparable to such Interest Period are offered by the principal London office of the Lender in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Banking Days prior to the commencement of such Interest Period.

“Prime Rate” means the rate of interest per annum announced from time to time by the Lender as its prime rate. The Prime Rate is a variable rate and each change in the Prime Rate is effective from and including the date the change is announced as being effective. THE PRIME RATE IS A REFERENCE RATE AND MAY NOT BE THE LENDER’S LOWEST RATE.

2. Section 2.1 of the Credit Agreement is hereby amended by adding clause (d) thereto which shall read as follows:

(d) Alternate Rate of Interest . If prior to the commencement of any Interest Period for a LIBOR Advance :

     (i) the Lender determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period; or

     (ii) LIBOR for such Interest Period will not adequately and fairly reflect the cost to the Lender of making or maintaining the LIBOR Advance for such Interest Period;

then the Lender shall give notice thereof to the Borrower by telephone or telecopy as promptly as practicable thereafter and, until the Lender notifies the Borrower that the circumstances giving rise to such notice no longer exist, (i) any interest election request that requests the conversion of any Advance to, or continuation of any Advance as, a LIBOR Advance shall be ineffective, and (ii) any request for a new LIBOR Advance shall be made as a Base Rate Advance.

3. Section 2.8 of the Credit Agreement is hereby amended in its entirety to read as follows:

Section 2.8 Computation and Payment of Interest and Fees . Interest shall be payable on Base Rate Advances in arrears on the first day of each calendar month and on the Termination Date. Interest shall be payable on LIBOR Advances on the last day of the Interest Period applicable to such Advance and on the Termination Date. Interest accruing on the outstanding principal balance of the Note and fees hereunder outstanding from time to time shall be computed on the basis of actual number of days elapsed in a year of three hundred and sixty (360) days.

4. Section 2.18 of the Credit Agreement is hereby amended in its entirety to read as follows:

Section 2.18 Increased Costs.

(a) If any Change in Law shall:

     (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Bank (except any such reserve requirement reflected in LIBOR); or

     (ii) impose on the Lender or the London interbank market any other condition affecting this Agreement or LIBOR Advance made by the Lender;

and the result of any of the foregoing shall be to increase the cost to the Lender of making or maintaining any LIBOR Advance (or of maintaining its obligation to make any such LIBOR Advance) or to increase the cost or to reduce the amount of any sum received or receivable by the Lender (whether of principal, interest or otherwise), then the Borrower will pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered.

(b) If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on the Lender’s capital or on the capital of the Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by the Lender to a level below that which the Lender or the Lender’s holding company could have achieved but for such Change in Law (taking into consideration the Lender’s policies with respect to capital adequacy), then from time to time the Borrower will pay to the Lender, such additional amount or amounts as will compensate the Lender or the Lender’s holding company for any such reduction suffered.

(c) A certificate of the Lender setting forth the