EXHIBIT 10.1

MODIFICATION TO CREDIT AGREEMENT

This Modification to Credit Agreement ("Modification") is made as of October 13, 2009, by and among OWENS FINANCIAL GROUP, INC. (“Borrower”) and CALIFORNIA BANK & TRUST, FIRST BANK, formerly FIRST BANK & TRUST, and CITY NATIONAL BANK (which are collectively known as “Lenders”).

RECITALS

A.           Pursuant to the terms of a Credit Agreement ("Credit Agreement") between Lenders and Borrower dated as of August 31, 2001, Lenders agreed to make Revolving Loans to Borrower up to the credit limit of the principal sum of $20,000,000.  California Bank & Trust is the agent of Lenders under the Credit Agreement (“Agent”).  The Credit Agreement was amended by a Modification to Credit Agreement, dated February 28, 2002, executed by the parties that, among other things, added Swing Loans to the facility.  The Revolving Loans and Swing Loans are collectively referred to as “Loans.”  By further Modification to Credit Agreement, dated August 16, 2002, executed by the parties, the “Amount of Aggregate Commitment” for each Lender was reduced and the provisions related to Swing Loans and Borrowing Procedures were amended.  By a Modification to Credit Agreement, dated July 31, 2003, the “Commitment Termination Date” in Section 1.1 of the Credit Agreement was extended to July 31, 2005.  By a Modification to Credit Agreement, dated September 13, 2004, among other things, the “Amount of Aggregate Commitment” for the Lenders was adjusted and financial covenants were changed.  By further Modifications to Credit Agreement, dated July 31, 2005 and September 30, 2005, the Commitment Termination Date in Section 1.1 of the Credit Agreement was extended first to September 30, 2005 and then to July 31, 2007 with other adjustments.  By a Modification to Credit Agreement, dated June 1, 2006, section 11.1(e)(iii) of the Credit Agreement was amended.  By another Modification to Credit Agreement, dated August 15, 2006, compliance with Section 11.25 of the Credit Agreement through September 30, 2006 was waived.  By a further Modification to Credit Agreement, dated August 31, 2006, Section 11.1 of the Credit Agreement, entitled “Financial Statements and Other Information,” was modified.  The Credit Agreement was again amended by a Modification to Credit Agreement, dated July 20, 2007, by which the Commitment Termination Date was extended to July 31, 2009.  The Credit Agreement was further amended by a Modification to Credit Agreement, dated November 7, 2007, by which section 11.15, entitled “Restricted Payments,” was replaced.  The Credit Agreement was again amended by a Modification to Credit Agreement, dated March 31, 2008, by which the Commitment Termination Date was extended, and certain covenants were changed, among other things.  The Credit Agreement was most recently amended by a Modification to Credit Agreement, dated March 27, 2009, by which the interest rate was adjusted.

B.           The Loans were evidenced by promissory notes executed by Borrower in favor of each of the Lenders.

C.           In response to Borrower's request and in reliance upon Borrower's representations made to Lenders in support thereof, Lenders have agreed to further modify the terms of the Credit Documents, as set forth in this Modification.  Capitalized terms shall have the meanings assigned to them in the Credit Agreement except as set forth in this Modification.

AGREEMENT

NOW, THEREFORE, Borrower and Lenders agree as follows: