Exhibit 2.1   ASSET
PURCHASE AGREEMENT  BETWEEN  MWI VETERINARY SUPPLY CO.  AS BUYER  AND  AAHA SERVICES CORPORATION, AND  AMERICAN ANIMAL HOSPITAL
ASSOCIATION  Effective July 1, 2008     Boise   
Ketchum    Pocatello 
  Reno www.hteh.com


TABLE OF CONTENTS  PageArticle 1 PARTIES
  11.1
  Buyer
  11.2
  Servco
  11.3
  AAHA
  11.4
  Successors and Assigns
  1Article 2 PURCHASE AND SALE
  12.1
  Transfer and Assumption
  12.2
  Possession
  12.3
  Purchase Price
  22.4
  Form of Payment
  22.4.1
  Cash at Closing
  22.4.2
  Escrow Amount
  22.4.3
  Working Capital Adjustment to Purchase
  Price at Closing
  22.4.4
  Working Capital Adjustment Post Closing
  22.5
  Escrow Agreement
  32.6
  Payment of Taxes
  32.7
  Allocation of Purchase Price
  32.8
  Conveyance of Title
  3Article 3 ASSETS AND
  LIABILITIES INCLUDED IN AND EXCLUDED FROM SALE
  33.1
  Transfer of Assets
  33.1.1
  Equipment, Furniture and Fixtures
  33.1.2
  Personal Property Leases
  43.1.3
  Contracts
  43.1.4
  Prepaid Expenses
  43.1.5
  Cash
  43.1.6
  Accounts Receivables
  43.1.7
  Business Records
  43.1.8
  Intellectual Property
  43.1.9
  Communication Addresses
  43.1.10
  Computer Software and Databases
  53.1.11
  Proprietary Information
  53.1.12
  Goodwill
  53.1.13
  Rights Arising from Assumed Obligations
  53.1.14
  Tangible and Intangible Personal Property
  53.2
  Assumption of Liabilities
  53.2.1
  Account and Trade Payables
  53.2.2
  Purchase Orders
  53.2.3
  Personal Property Leases and Contracts
  63.2.4
  Prepaid Income
  63.2.5
  Obligations Arising From Transferred Assets
  6  i


3.2.6
  Scheduled Liabilities
  63.3
  Excluded Assets
  63.3.1
  Licenses and Permits
  63.3.2
  Personal Use Property
  63.3.3
  Insurance
  63.3.4
  Tax Refunds
  63.4
  Excluded Liabilities
  63.4.1
  Notes Payable
  73.4.2
  Distributions and Dividends.
  73.4.3
  Trade Payables
  73.4.4
  Rent Payable
  73.4.5
  Employment Liabilities
  73.4.6
  Employee Benefit Plans
  73.4.7
  Insurance
  73.4.8
  Workers Compensation
  73.4.9
  Severance
  73.4.10
  Sales Representatives
  73.4.11
  Taxes and Tax Compliance
  83.4.12
  Transaction Taxes
  83.4.13
  Losses
  83.4.14
  Litigation and Judgments
  83.4.15
  Standards Compliance
  83.4.16
  Business Records Compliance
  83.4.17
  Controlled Substance Compliance
  83.4.18
  Pharmaceutical Product Compliance
  83.4.19
  Pedigree Laws
  83.4.20
  Errors and Omissions
  93.4.21
  Unscheduled Liabilities
  9Article 4 REPRESENTATIONS,
  WARRANTIES AND COVENANTS OF SERVCO AND AAHA
  94.1
  Financial Statements
  94.2
  Absence of Undisclosed Liabilities
  94.3
  No Default
  94.4
  Taxes
  104.4.1
  Timely Filing of Tax Returns
  104.4.2
  Preparation of Tax Returns and Payment of
  Taxes
  104.4.3
  Tax Lien
  104.4.4
  Withholding Taxes
  104.4.5
  Audit, Administrative and Court Proceedings
  104.4.6
  Availability of Tax Returns
  104.4.7
  Tax Sharing Agreements
  114.4.8
  Liability for Others
  114.5
  Clear Title to Assets
  114.6
  Condition of Tangible Assets
  114.7
  Vendor List and Orders
  114.8
  Receivables
  114.9
  Insurance
  124.10
  Contracts and Personal Property Leases
  12  ii


4.11
  Business Records
  124.12
  Intellectual Property
  124.13
  Computer Software and Databases
  124.14
  Proprietary Information
  124.15
  PVPs Retention of Assets
  124.16
  Employees
  134.17
  Employment Obligations
  134.18
  No Employee Benefit Plans Unless Disclosed
  134.19
  Controlled Substance Compliance
  134.19.1
  No Claims, Notices, Investigation of
  Violations
  134.19.2
  Controlled Substance Definition
  144.19.3
  Controlled Substance Laws Definition
  144.20
  Pharmaceutical Products Compliance
  144.20.1
  No Claims, Notices, Investigation of
  Violations
  144.20.2
  Pharmaceutical Products
  144.21
  Certain Disclosures
  154.22
  Operation Of Servco
  154.23
  Confidential Information
  164.24
  Compliance with Law
  164.25
  Trade Payables
  164.26
  Litigation Or Claims
  164.27
  Product Liability
  174.28
  Organization, Good Standing and Qualification of Servco
  174.29
  Authority To Contract of Servco
  174.30
  No Limit On Authority of Servco
  174.31
  Board of Director and Shareholder Approval
  174.32
  Organization, Good Standing and Qualification of AAHA
  184.33
  Authority To Contract of AAHA
  184.34
  No Limit On Authority of AAHA
  184.35
  Brokers or Finders
  184.36
  Material Misstatement or Omissions
  184.37
  Representations and Warranties Are Independent of Due Diligence
  18Article 5 REPRESENTATIONS,
  WARRANTIES AND COVENANTS OF BUYER
  195.1
  Organization, Good Standing and Qualification
  195.2
  Authority To Contract
  195.3
  No Limit On Authority
  195.4
  Collection of Receivables
  195.5
  MWI Veterinary Supply Co. Benefit Plans
  205.6
  Brokers or Finders
  205.7
  Material Misstatement or Omissions
  20Article 6 DELIVERABLES AT
  CLOSING AND COVENANTS
  206.1
  Deliverables Of AAHA and Servco
  206.1.1
  Consents
  206.1.2
  Execution and Certification of Resolution
  of Board of Directors and Shareholders of Servco and Board of Directors of
  AAHA
  206.1.3
  Removal of Encumbrances and Liens
  20  iii


6.1.4
  Michael Hughes Employment Agreement
  206.1.5
  Trademark License Agreement
  206.1.6
  Sponsorship Agreement
  216.1.7
  Escrow Agreement
  216.1.8
  Legal Opinion
  216.2
  Deliverables of Buyer6.2.1
  Michael Hughes Employment Agreement
  216.2.2
  Trademark License Agreement
  216.2.3
  Sponsorship Agreement
  216.2.4
  Escrow Agreement
  216.2.5
  Purchase Price
  216.3
  Termination of AAHA Employees
  21Article 7 POST-CLOSING
  COVENANTS
  217.1
  Office and Service Space
  217.2
  Employees
  217.3
  Access to Assets
  217.4
  PVP
  22Article 8 CLOSING
  228.1
  Time, Date and Place of Closing
  228.2
  Documents Delivered After Closing
  22Article 9 NONCOMPETITION
  AND CONFIDENTIAL INFORMATION
  229.1
  Purpose Of Noncompetition And Confidential Information Agreements
  229.2
  Noncompetition Agreement, Duration and Area
  239.3
  Nonsolicitation Covenant
  239.4
  Non-Hire Covenant
  239.5
  Nondisparagement Covenant
  239.6
  Confidentiality Agreement and Duration
  239.7
  Inducement of Parties
  249.8
  Acknowledgement by Buyer, Servco and AAHA
  24Article 10 INDEMNIFICATION
  2410.1
  Survival of Representations, Warranties and Covenants
  2410.1.1
  Survival for Two Year Period
  2410.1.2
  Survival for Three Year Period
  2410.1.3
  Survival for Unlimited Period
  2510.2
  Indemnification
  2510.3
  Claims
  2510.3.1
  Definition of Claims
  2510.3.2
  No Admission
  2610.4
  Covered Acts
  2610.4.1
  AAHA and Servco Covered Acts
  2610.4.2
  Buyer Covered Acts
  2710.5
  Indemnification Cap and Uncapped Claims
  2810.6
  Special Sharing for Regulatory Claims
  28  iv


Article 11 REMEDIES
  2911.1
  Claim Notice and Cure Period
  2911.2
  Purchase Price Offset
  2911.3
  Purchase Price Offset: Regulatory and Tax Claims
  2911.4
  Special Remedies for Noncompetition and Confidentiality Violations by
  Servco or AAHA
  2911.5
  Special Remedies for Confidentiality Violations by Buyer
  3011.6
  Handling Indemnification for Third-Party Claims
  3011.6.1
  Notice
  3011.6.2
  Effect of Notice
  3011.6.3
  Defense
  3111.6.4
  Reservation of Right to Defend
  3111.6.5
  Cooperation
  3111.7
  Handling Indemnification for All Other Claims
  3111.8
  Payment of Claim
  3111.9
  Acts of PVP
  3211.10
  Attorney Fees and Costs
  3211.11
  Disputes
  3211.12
  Rights Cumulative
  3211.13
  Nonwaiver of Remedies
  3211.14
  Governing Law, Jurisdiction, and Venue
  32Article 12 GENERAL
  PROVISIONS
  3312.1
  Press Releases
  3312.2
  Notices
  3312.3
  Payment of Expenses
  3412.4
  Time of the Essence
  3412.5
  Entire Agreement
  3412.6
  Disclosures
  3412.7
  Severability
  3412.8
  Counterparts
  35Article 13 SIGNATURES
  35  v


ASSET PURCHASE AGREEMENT  Effective July 1, 2008, MWI Veterinary Supply Co., an Idaho corporation,
AAHA Services Corporation, a Colorado corporation, and American Animal Hospital
Association, an Illinois non-profit corporation, agree as follows:  Article 1
PARTIES.  1.1Buyer.  MWI Veterinary Supply Co., is an Idaho
corporation (Buyer), with its
general offices located at 651 S. Stratford, Suite 100, Meridian, Idaho,
83642-6203.  1.2Servco.  AAHA Services Corporation, is a Colorado
for-profit corporation (Servco) with
its general offices located at 12575 W. Bayaud Ave., Lakewood, Colorado, 80228.  1.3AAHA.  American Animal Hospital Association, is a
Illinois non-profit corporation (AAHA)
with its general offices located at 12575 W. Bayaud Ave., Lakewood, Colorado,
80228.   AAHA holds 80% of the common
stock of Servco.  Professional Veterinary
Products, Ltd. (PVP), which owns 20% of the
common stock of Servco, is not a party to this Agreement  1.4Successors
and Assigns.  Subject to any express
provisions in this Agreement regarding restrictions on transfers or
assignments, this Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors, assigns, heirs, and personal
representatives.  Buyer has the right, in
Buyers sole discretion, to assign all or part of Buyers rights and
obligations set forth in this Agreement, but the Buyer nevertheless will remain
responsible for the obligations of the assignee as if no such assignment had
occurred.  Servco shall not assign Servcos
rights and obligations set forth in this Agreement without the consent of
Buyer, which consent shall not be unreasonably withheld.  Article 2
PURCHASE AND SALE.  2.1Transfer
and Assumption.  At the Closing
described in Article 8, and subject to the terms and conditions of this
Agreement, Servco agrees to sell, transfer and assign to Buyer, and Buyer
agrees to purchase, take delivery, take assignment, and assume from Servco: (i) all
tangible and intangible assets, claims, and other properties of Servco used in
the operation of Servco, including but not limited to those assets specifically
identified in Section 3.1 (Assets),
and excepting only those assets specifically identified in Section 3.3 as
excluded by this Agreement, and (ii) only those certain liabilities of Servco
specifically identified in Section 3.2 (Liabilities),
and excepting all other liabilities, including but not limited to those
liabilities specifically identified in Section 3.4 as excluded by this
Agreement.  2.2Possession.  Servco is delivering actual possession of the
Assets to Buyer at Closing, and the Buyer is assuming the Liabilities at the
Closing.  1


2.3Purchase
Price.  At the Closing described in Article 8,
the purchase price (Purchase Price)
to be paid by Buyer to Servco pursuant to this Agreement is $10,000,000 plus or
minus a Working Capital adjustment as calculated pursuant to Sections 2.4.3 and
2.4.4.  2.4Form of
Payment.  The Purchase Price shall be
paid as follows:  2.4.1Cash at
Closing.  Buyer shall pay to Servco
at Closing the amount of $8,500,000, plus or minus a Working Capital adjustment
as calculated pursuant to Section 2.4.3, by means of a wire transfer into
an account identified by Servco.  2.4.2Escrow
Amount.  An amount equal to $1,500,000
(Escrow Amount) to be deposited in an Escrow Account, as further described in
Section 2.5.  2.4.3Working
Capital Adjustment to Purchase Price at Closing.  The amount of the Purchase Price paid by the
Buyer at Closing will increase to the extent that the Estimated Working Capital
is greater than the Target Working Capital, and will be decreased to the extent
the Estimated Working Capital is less than the Target Working Capital.    The Target Working Capital,
as determined by Buyer, and Servco and AAHAs executive management during due
diligence, equals $3,324,647.  At
Closing, Servco provided a good faith estimate of Servcos working capital at
Closing, equal to $3,064,088 (the Estimated Working Capital),
which Estimated Working Capital was certified by the Chief Operating Officer of
Servco pursuant to a Certificate of Estimated Working Capital, which
certificate was provided to Buyer two (2) days prior to Closing.  For purposes of this Agreement, working capital shall mean current assets minus current
liabilities.  2.4.4Working
Capital Adjustment Post Closing. After a post-closing review period of
sixty (60) days, if the working capital of Servco at Closing (the Final Working Capital) as initially determined by the
Buyer, exceeds the Estimated Working Capital, then, not later than the 65th
day after the Closing, the Buyer shall transfer additional cash to Servco in an
amount equal to the Final Working Capital less the Estimated Working
Capital.  If the Final Working Capital as
initially determined by Buyer was less than the Estimated Working Capital,
then, not later than the 65th day after the Closing, Servco shall
transfer additional cash to the Buyer in an amount equal to the Estimated
Working Capital less the Final Working Capital. 
  Any working capital adjustment,
as described in Sections 2.4.3 and 2.4.4, shall not be subject to the
attainment of $25,000 in Claims, as described in Section 11.2.  If Servco disagrees with Buyers initial
determination of Final Working Capital, the parties will promptly meet to
discuss such disagreement and, in any event, if they do not agree within two
business days after such 60th day after the Closing, the matter will
be resolved in accordance with Section 11.11 of this Agreement; upon the
resolution of the dispute, the party who owes payment to the other party will
also owe interest on any unpaid amount at the rate of 4% per annum above the
Prime Rate, measured from the 65th day after the Closing until the
date that such amount is paid in full. 
In the event of such a disagreement, the parties will nevertheless make
partial payment on the 65th day after the Closing as provided above
to the extent they agree on the amount of the payment that is due.   Prime Rate
means the floating prime rate published from time to time by The Wall Street
Journal.  2


2.5Escrow
Agreement.  At Closing, the Buyer shall deposit with Wells Fargo N.A. (the Escrow Agent) the Escrow
Amount.  The Escrow Amount plus any
interest accrued thereon will be available to satisfy any amounts owed by AAHA
or Servco to Buyer under this Agreement in accordance with the terms of the
Escrow Agreement attached as Schedule 2.5 (the Escrow
Agreement).  2.6Payment
of Taxes.  Servco shall pay all of
its state income taxes, sales taxes, use taxes, excise taxes, property taxes,
business and occupation taxes, or other taxes imposed with respect to the
Assets or the operations of Servco for any period prior to the Closing.  For any period after Closing, Buyer shall pay
all of the taxes imposed with respect to the Buyers operations of the Assets.  2.7Allocation
of Purchase Price.  After the
Closing, Buyer will engage John Taylor  of JP Pan Global Consulting to conduct an
appraisal, in accordance with generally accepted accounting principles (GAAP), of the Assets and Liabilities of Servco (the Appraisal).  Upon conclusion of the Appraisal, Buyer will
forward the Appraisal and all supporting documents to Servco.  The Purchase Price shall be allocated for
federal and state tax purposes by Buyer and Servco in accordance with the
Appraisal.  Buyer and Servco shall each
complete and file Form 8594 in accordance with Internal Revenue Code Section 1060
and the corresponding rules and regulations reflecting the allocation set
forth in the Appraisal.  2.8Conveyance
of Title.  Unless expressly stated
otherwise and except as set forth on Schedule 4.5, title to the Assets (i) shall
be marketable in Buyer, and (ii) shall be conveyed free and clear of all
covenants, equitable interests, liens, options, pledges, security interests,
rights of first refusal, encumbrances. 
EXCEPT AS SET FORTH IN Article 4, THE ASSETS ARE CONVEYED TO THE
BUYER IN THEIR PRESENT CONDITION, AS IS, SUBJECT TO NO WARRANTIES, INCLUDING
ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  Article 3
ASSETS AND LIABILITIES
INCLUDED IN AND EXCLUDED FROM SALE.  3.1Transfer
of Assets.  Unless otherwise excluded
by this Agreement, the Assets purchased by Buyer expressly include all the
assets, properties and rights of Servco that relate to the operations and
business of Servco, as currently conducted, of every type and condition, real,
personal and mixed, tangible and intangible, fixed and unfixed, choate or
inchoate, accrued, absolute, contingent or otherwise, wherever located and
whether or not reflected on the books and records of Servco, including, but not
limited, to the following:  3.1.1Equipment,
Furniture and Fixtures.  All tangible
personal property owned by Servco and used in connection with operations and
business of Servco, including without limitation, equipment, office equipment,
computer equipment, computer systems, furniture, furnishings, security
equipment, communications equipment, equipment operation manuals, and
manufacturers warranties and guarantees, if any (Equipment), but excluding any personal property used by
Servco under Personal Property Leases and excluding any personal property owned
or used by AAHA in providing administrative support and services to  3


Servco (including the
furniture located on the premises of AAHAs corporate offices, which is owned
by AAHA).  The Equipment is identified on
Schedule 3.1.1.  3.1.2Personal
Property Leases.  All equipment and
other personal property leases for tangible personal property identified in and
attached to Schedule 3.1.2 (Personal
Property Leases).  3.1.3Contracts.  The rights and obligations related to
contracts, agreements, options and commitments (other than Personal Property
Leases) related to Servco (Contracts),
as set forth on Schedule 3.1.3.  3.1.4Prepaid
Expenses.  Deposits on assets with Servcos
vendors, prepaid items, prepaid expenses, and similar amounts paid by Servco to
other vendors of services or goods for which Servco has not received services
or goods in return.  The Prepaid Expenses
are set forth on Schedule 3.1.4.  3.1.5Cash.  All cash and cash equivalents, which are in
the approximate amount of $1,320,000 as of the Closing.  3.1.6Accounts
Receivables.  The accounts
receivable, promissory notes, and other amounts owed to Servco at Closing and
arising in the ordinary course of business (Receivables),
as described on Schedule 3.1.6.  3.1.7Business
Records.  All original paper and
other copies of all correspondence, files, operations records, accounting and
financial records, customer records, customer lists, vendor lists, price lists,
operations manuals, personnel records, employee manuals, and all other records,
files, memoranda, bids, contracts, practice protocols, policies and other
documents relating to and necessary for the continued operation of the business
of Servco including such Servco documents and records in PVPs possession (other
than such documents owned by PVP, subject to Section 7.4 of this Agreement)
(Business Records), except that
Servco may make and retain copies of any or all of the foregoing.  3.1.8Intellectual
Property.  All trade marks, service
marks, copyrights, any applications therefor, logos, symbols, business manuals
or policies created by Servco, and tangible or intangible material created by
Servco and that are used by Servco (Intellectual
Property).  Schedule 3.1.8
lists: (i) all of Servcos copyrights, trademarks, and any applications
therefor, (ii) all of Servcos logos and graphics that identify Servco,
and (iii) all licenses, sublicenses, and other agreements (other than
license agreements with AAHA or for prepackaged, commercially available
computer software and all software retained by Servco as an Excluded Asset),
related to the operations and business of Servco, to which Servco is a party
and pursuant to which Servco or any other person is authorized to use any of
the Intellectual Property or other trade secrets of Servco.  3.1.9Communication
Addresses.  All telephone numbers,
facsimile numbers, and other communication addresses relating to Servco necessary
for the continued operation of the business of Servco (Communication Addresses).  The Communication Addresses are disclosed on
Schedule 3.1.9.  The Communication
Addresses do not include log-in  4


identifications, user
identifications, screen names and on-line service identifications that are
owned by AAHA or PVP.  3.1.10Computer Software
and Databases. All computer software, applications, and databases owned,
licensed, leased, internally developed or otherwise used by Servco, necessary
for the continued operation of the business of Servco, including such Servco
software, applications, and databases in PVPs possession, but excluding
computer software, applications, and databases owned by PVP or AAHA or licensed
to PVP or AAHA by an unrelated third party (Computer
Software and Databases).  The
Computer Software and Databases are identified in Schedule 3.1.10  3.1.11Proprietary
Information.  All Proprietary
Information owned by Servco.  Proprietary Information means all
information, data and materials (whether contained in documents, electronic
media or other forms), including without limitation, information about
materials, procedures, expertise, customer lists, customer data, financial
data, vendors, marketing plans, and trade secrets necessary for the continued
operation of the business of Servco, including such Servco information in PVPs
possession, subject to Section 7.4 of this Agreement.  Proprietary Information is identified in
Schedule 3.1.11.  3.1.12Goodwill.  All rights of Servco to the goodwill of
Servco, including all rights to the reputation of Servcos business and Servcos
relations with its customers (Goodwill).  3.1.13Rights Arising from
Assumed Obligations.  All rights of Servco
arising under or relating to the obligations expressly assumed by Buyer at
Closing pursuant to Section 3.2.  3.1.14Tangible and
Intangible Personal Property.  All
other tangible and intangible personal property owned by Servco and used with
respect to the operation and business of Servco.  3.2Assumption
of Liabilities.  The Liabilities which
Buyer assumes, and agrees to timely pay and perform, include only the
following:  3.2.1Account and Trade
Payables.  All current liabilities
related to amounts owed by Servco to third parties, including but not limited
to vendors of supplies and inventory to Servco as of Closing (Trade Payables).  Trade Payables include only that portion of
the liabilities that are current as of the Closing (e.g., Trade Payables does
not include any portion of the Trade Payables that is delinquent as of the
Closing) or that become current after the Closing, pursuant to the respective
vendor terms and conditions of purchase and are not incurring or accruing, for
the benefit of the vendor, interest or in-service charges.  The Trade Payables that are assumed are
listed in Schedule 3.2.1(a), and copies of all invoices or other documents
supporting the list, if any, are attached to Schedule 3.2.1(b) (except to
the extent that Trade Payable incurred within 10 days prior to Closing will not
be on such Schedule).  3.2.2Purchase
Orders.  All liabilities related to
purchase orders and commitments of Servco made in the ordinary course of
business for goods, services, and  5


supplies to be delivered
to Servco or performed by Servco subsequent to Closing.  The purchase orders are set forth in
Schedule 3.2.2.  3.2.3Personal
Property Leases and Contracts.  All
liabilities related to Personal Property Leases and Contracts, including those
identified in Schedules 3.1.2 and 3.1.3, respectively.  Servco will pay in full all payments,
installment payments, monthly payments and other liabilities related to
Personal Property Leases and Contracts that are due through the date of the
Closing.  3.2.4Prepaid
Income.  Amounts that customers have
deposited with Servco, deferred revenue, prepaid income, amounts paid by
customers pursuant to any plans or programs in which customers paid an amount
to receive services or goods in the future, and similar amounts paid by
customers, to Servco, in advance of Servco rendering the services or providing
the goods.  The prepaid income is listed
on Schedule 3.2.4.  3.2.5Obligations
Arising From Transferred Assets.  All
obligations of Servco arising under or relating to the Assets transferred to
Buyer at Closing pursuant to Section 3.1.  3.2.6Scheduled
Liabilities.  Except as set forth in
this Section 3.2, and applicable Schedules, Buyer shall not assume any
Liabilities of Servco.  If a liability is
not identified in this Section 3.2 or applicable Schedules, then the
liability shall not be assumed by Buyer, and shall be retained by, and be the
sole and exclusive obligation of, Servco, as applicable, following Closing.  3.3Excluded
Assets.  The Assets to be transferred
to Buyer at Closing do not include the Assets identified in this Section (Excluded Assets).  Except as set forth in this Section or
otherwise expressly provided in this Agreement, the Buyer shall acquire all
other assets and properties of Servco that relate to the operations and
business of Servco.  3.3.1Licenses and
Permits.  All licenses, permits, and
accreditations used in operation and business of Servco.  3.3.2Personal Use
Property.  Personal property of Servco,
including family photographs, awards, certificates, and similar property (Personal Use Property), as set forth on
Schedule 3.3.2.  3.3.3Insurance.  Insurance policies held by Servco or in which
Servco is a named insured or an additional insured, and all rights to payments
under such insurance policies.  3.3.4Tax Refunds.  All Tax refunds, regardless of when paid,
that arise with respect to any period prior to the Closing.  3.4Excluded
Liabilities.  Except as otherwise specifically
provided in Section 10.6, Buyer does not assume and shall not be deemed to
have assumed, and Servco shall remain solely responsible following Closing for,
any liability not expressly described in Section 3.2  6


(Excluded Liabilities).  The Excluded Liabilities include, but are not
limited to, the following:  3.4.1Notes Payable.  Any liability or obligation of Servco that
arises prior to the Effective Date and relates to any long-term debt,
interest-bearing debt, line of credit or note payables or other encumbrances,
including any accrued interest concerning the same.  The Note Payable(s) are set forth on
Schedule 3.4.1.  3.4.2Distributions
and Dividends.  Any liability for
accrued distributions or dividends, declared by the Board of Directors of Servco
and payable to the shareholders of Servco, which have not been paid or
otherwise distributed to the shareholders of Servco.  3.4.3Trade
Payables.  Any liability for Trade
Payables not listed on Schedule 3.2.1(a).  3.4.4Rent Payable..  Any liability for rent payable, with respect
to the Leased Property, which rent was due prior to or on the date of the
Closing.  3.4.5Employment
Liabilities.  Any liability for
employment compensation of Servco employees or of AAHA employees who provide
services to Servco, including (i) federal, state and local income,
withholding, trust fund or other employment related taxes, (ii) wages and
salaries, (iii) commissions, (iv) incentives, overtime or bonuses, (v) compensatory
time, (vi) pension plan, investment plan, profit sharing plan or other
plan contributions, (vii) medical insurance premiums, (viii) medical
benefits, (ix) accrued vacation, (x) sick leave, (xi) holiday
pay, (xii) penalties, fines or payments related to any cash or non-cash
employment benefits or compensation, (xiii) workers compensation,
(xiv) unemployment, and (xv)  any other obligations related to
cash or non-cash employment benefits or compensation.  3.4.6Employee
Benefit Plans.  Any Employee Benefit
Plan as defined in Section 4.18 and any liability or obligation of Servco
or AAHA, as applicable, for or under any Employee Benefit Plan.  3.4.7Insurance.  Deductibles, co-payments, premiums or other
payments relating to property, casualty, liability, workers compensation, and
other insurance premiums or payments.  3.4.8Workers
Compensation.  Any liability or
obligation of Servco and AAHA, as applicable, relating to workers compensation
(including, without limitation, weekly benefits, medical rehabilitation
expenses and any other expenses or obligations) regarding injuries or illnesses
suffered by employees of Servco resulting from occurrences on or prior to the
Closing, whether known or unknown as of the Closing.  3.4.9Severance.  Any liability of obligation of Servco for any
severance, termination or similar obligations, resulting from events occurring
on or prior to the Closing, or resulting from the transactions contemplated by
this Agreement.  3.4.10Sales
Representatives.  Any liability or
obligation of Servco for compensation due and payable to outside or inside sales
representatives.  7


3.4.11Taxes and Tax
Compliance.  Any liability or
obligation of Servco arising prior, on or after the Effective Date relating to (i) federal,
state and local taxes, including income, sales or use, property, service or
other taxes, and (ii) compliance with federal, state and local tax rules and
regulations, including the obligation to prepare, report or file payroll,
income, excise, sales, social security, trust fund, unemployment, withholding,
property or other notices, forms, reports or documents.  3.4.12Transaction Taxes.  Any liability or obligation of Servco or AAHA,
as applicable, relating to income, sales or excise taxes arising from, related
to, or caused by the transactions contemplated by this Agreement, which taxes
shall be paid by Servco.  3.4.13Losses.  Any losses, claims, remedies, damages,
disputes or other liabilities, actual or potential, known or unknown, of Servco
that occurred, arose or relates to any action or omission, of Servco prior to
Closing.  3.4.14Litigation and
Judgments.  Any claims, actions,
suits, proceedings, arbitrations, mediation, product claims or litigation
against Servco relating to or resulting from, actions or omissions of Servco
before or as of Closing, including, without limitation, and any amounts payable
or to be paid to resolve any such disputes.  3.4.15Standards Compliance.  Any liability of Servco arising from or
related to the failure of Servco to comply with (i) all federal, state,
local and other statutes and regulations relating to Servco, (ii) all rules and
regulations of any regulatory agency governing Servcos business, and (iii) the
duty to exercise the requisite care, skill and knowledge, under such laws,
rules, and regulations.  3.4.16Business Records
Compliance.  Any liability of Servco
arising from or related to the failure of Servco to properly comply with (i) all
federal, state, local and other statutes and regulations, (ii) all rules and
regulations of any regulatory agency governing Servco, and (iii) the duty
to exercise the requisite care, skill and knowledge in the preparation,
retention, storage, duplication, preservation and other obligations relating to
Business Records.  3.4.17Controlled Substance
Compliance..  Any liability of Servco
arising from or related to the failure of Servco to properly comply with (i) all
Controlled Substance Laws, (ii) all rules and regulations of the
United States Drug Enforcement Agency, and (iii) the duty to exercise the
requisite care, skill and knowledge in purchasing, storing, selling, and
distributing Controlled Substances.  3.4.18Pharmaceutical
Product Compliance..  Any liability
of Servco arising from or related to the failure of Servco to properly comply
with (i) any federal, state, or local law, statute, ordinance, regulation,
permit, license or order, relating to Pharmaceutical Products and (ii) the
duty to exercise the requisite care, skill and knowledge in purchasing, storing,
selling, and distributing Pharmaceutical Products.  3.4.19Pedigree Laws..  Any liability of Servco arising from or
related to the failure of Servco to properly comply with (i) any federal,
state, or local law, statute, ordinance, regulation, permit, license or order,
relating to Pedigree Laws and (ii) the duty to exercise the  8


requisite care, skill and
knowledge in purchasing, storing, selling, and distributing products pursuant
to Pedigree Laws.  As used in this
Agreement, Pedigree Laws shall mean the
Prescription Drug Marketing Act of 1988, as amended (PDMA)
and any rules, regulations or laws promulgated pursuant to PDMA, including
(without limitation) all equivalent state laws, rules, and regulations.  3.4.20Errors and Omissions.  Any liability or amounts payable arising from
or related to any claims of errors and omissions by Servcos officers and
directors.  3.4.21Unscheduled
Liabilities.  Servco shall retain
after the Closing, and shall remain solely responsible for, all Excluded
Liabilities and other liabilities of Servco not expressly scheduled as part of
this Agreement and not expressly assumed by Buyer.  Article 4
REPRESENTATIONS, WARRANTIES AND 
COVENANTS OF SERVCO AND AAHA  Servco and AAHA jointly and severally represent, warrant and covenant
to Buyer as follows:  FINANCIAL REPRESENTATIONS AND
WARRANTIES  4.1Financial
Statements.  Attached as Schedule 4.1
are (i) Servcos balance sheets as of the close of the fiscal years ended June 30,
2005, June 30, 2006, and June 30, 2007; (ii) Servcos Income
Statements for the fiscal years ended June 30, 2005, June 30, 2006, and
June 30, 2007; and (iii) Servcos interim balance sheets and related
statements of income and earnings for the period from July 1, 2007, to May 31,
2008 (collectively Servcos Financial
Statements).  Servcos
Financial Statements (i) were prepared in the ordinary course of business
on an accrual basis from the books and records of Servco in accordance with
GAAP, and (ii) present fairly, in all material respects, the financial
position of Servco as of the dates indicated, except that the interim balance
sheets and related statements of income and earnings are subject to normal
year-end adjustments (which would not be material in the aggregate except for manufacturer
rebates, commissions, and performance incentives) and do not contain footnotes
or other presentation items that would appear in a companys audited financial
statements.  4.2Absence
of Undisclosed Liabilities.  Except
as (i) disclosed on Schedule 4.2 or in Servcos Financial Statements,
and except as incurred by Servco in the ordinary course of operating
Servco since the date of Servcos Financial Statements, there has not been any
material adverse change in the business, condition (financial or otherwise),
Assets, Liabilities, or operations of Servco, and there are no liabilities,
whether absolute, accrued, contingent or otherwise, arising through the
operation of Servco which materially affect the Assets, the Liabilities or the
operations of Servco.  4.3No
Default.  Except as set forth in
Schedule 4.3, (i) Servco is not in material default under the terms
of any Contract to which Servco is a party, and which material default will
result in any loss or damage to Servco, nor has any condition or event occurred
which, after  9


notice, the passage of
time, or otherwise, would constitute a material default by Servco under or a
breach of any terms of any such Contract, and (ii) Servco is not aware of
any condition that will result in a material default under any terms of any
such Contract.  4.4Taxes  4.4.1Timely Filing
of Tax Returns.  Except as disclosed
on Schedule 4.4.1, Servco has filed all federal, state, local and foreign
returns and reports for all income tax, franchise tax, capital gains tax, gross
receipts tax, value-added tax, surtax, excise tax, ad valorem tax, transfer
tax, service tax, excise tax, payroll tax, stamp tax, sales tax, use tax,
property tax, business tax, unclaimed property tax, withholding tax or payroll
tax), levy, assessment, tariff, duty (including any customs duty), deficiency
or fee, social security, trust fund, unemployment and any related charge or
amount (including any fine, penalty or interest), imposed, assessed or
collected by or under the authority of any Governmental Body or other taxes
(collectively Taxes or Tax)
required to be filed.  All federal,
state, local and foreign Tax returns and reports were and are in all material
respects true, complete, and correct and filed on a timely basis.  No claim has ever been made by any authority
in any jurisdiction in which Servco does not file federal, state and local Tax
returns and reports that Servco is or may be subject to taxation by the respective
jurisdiction.  4.4.2Preparation
of Tax Returns and Payment of Taxes. 
Up to and through Closing, Servco, within the time and in the manner
prescribed by law, (i) prepared all Tax returns and (ii) paid all
Taxes shown by the returns to be due and payable, except for those Taxes
contested in good faith and for which adequate reserves have been provided.  4.4.3Tax Lien.  There are no Tax liens or security interests
on any of the assets or liabilities.  4.4.4Withholding
Taxes.  Servco has paid all Taxes
required to have been paid and has complied in full and in all material
respects with the provisions of applicable law relating to the withholding of
all federal, state, local and foreign Taxes, including the requirement, within
the time and in the manner prescribed by law, to withhold from amounts paid or
owing to any employee, independent contractor, creditor, stockholder or other
third party and pay over to the proper federal, state or local governmental authority
all amounts required.  4.4.5Audit,
Administrative and Court Proceedings. 
No audits or other administrative proceeds or court proceedings are
presently pending with regard to any federal, state, local and foreign Tax or
their respective Tax returns of Servco. 
There is no dispute concerning any Tax liability of Servco, either (i) claimed
by any federal, state, local and foreign governmental authority in writing or (ii) as
to which any of Servco or AAHAs directors and officers (and employees
responsible for Tax matters) of Servco or AAHA, respectfully, have knowledge
based upon personal contact with any agent of a federal, state or local
governmental authority.  4.4.6Availability
of Tax Returns.  Attached to Schedule
4.4.6 are complete and correct copies of (i) the federal, state, local and
foreign income and excise tax returns of Servco for all tax years ending
between June 30, 2005 to Closing, as filed with the Internal  10


Revenue Service or any
state or local Taxing authority (ii) all audit reports received from any
Taxing authority relating to any Tax return filed by Servco, and (iii) any
agreements entered into by Servco with any Taxing authority.  4.4.7Tax Sharing
Agreements.  Servco is not a party to
any agreement relating to allocating or sharing of federal, state, local and
foreign Taxes.  4.4.8Liability for
Others.  Neither Servco nor AAHA (i) have
been a member of an affiliate group, as defined in Internal Revenue Code (Code) Section 1504, filing a
consolidated federal income tax return, or (ii) have liability for any
federal, state and local Tax of any person other than AAHA (a) under
Treasury Regulation Section 1.1502-6 (or any similar provision of state,
local or foreign law), (b) under any applicable law as a transferee or successor,
or (c) by contract.  ASSETS AND PROPERTY
REPRESENTATIONS AND WARRANTIES  4.5Clear
Title to Assets.  Except as set forth
on Schedule 4.5, Servco has good title to the Assets, free and clear of
all mortgages, pledges, security interests, liens and encumbrances, with the
exception of taxes not due and payable which constitute a lien.  The Assets constitute all of the tangible or
intangible Assets necessary for the conduct of Servcos business as presently
conducted, other than the Excluded Assets and the licenses and permits used in
the operations and business of Servco.  4.6Condition
of Tangible Assets.  Except as set
forth on Schedule 3.1.1, all of the tangible assets identified on
Schedule 3.1.1 are in good operating condition and repair, ordinary wear
and tear excepted.  The tangible assets
are suitable for the purposes used, and have been maintained in accordance with
good business and maintenance practices. 
Neither Servco nor AAHA knows of any material latent defects in the
tangible assets.  4.7Vendor
List and Orders.  Schedule 4.7
lists each vendor of supplies to Servco during the 12 months preceding the
Closing and Servcos account number with the vendor. Schedule 3.2.2 describes
all orders or contracts for supplies placed with vendors but not received.  4.8Receivables.The Receivables represent bona fide
claims that have arisen in the ordinary course of business, in accordance with
Servcos customary practices.  Except as
set forth in Section 4.21, the amounts charged for goods and services have
been determined and statements rendered in accordance with applicable laws,
regulations and contracts binding upon Servco and the purchaser.  The Receivables will be collectible in the
ordinary course of business within 120 days of the creation of each Receivable.  Following Closing, (a) the Buyer will
use commercially reasonable efforts to collect the Receivables, and (b) AAHA
and Servco will assist Buyer in the collection of the Receivables in the manner
and to the extent that Buyer reasonably requests.  If the Receivables are not collected in the
ordinary course of business by Buyer, within 120 days after the Closing, Buyer
shall immediately have a right to offset any outstanding amount of the
Receivables (the Outstanding Receivables),
which offset amount shall include any interest accrued on the Outstanding
Receivables, from the Escrow Amount pursuant to the Escrow Agreement entered by
and between the Buyer and AAHA, effective as  11


of the Closing, and at
the time that the Buyer exercises such offset, the Buyer shall assign to Servco
and Servco shall assume from Buyer such Outstanding Receivables.  The Buyer shall exercise such right of
offset, if at all, not later than 130 days after the Closing.  4.9Insurance.  Schedule 4.9 lists and briefly describes
(i) all policies of fire, extended coverage, and all other kinds of
casualty insurance held by Servco and covering the Assets of Servco, and (ii) any
claims made against any insurance policy, with respect to the Assets, that are
unresolved as of Closing.  The policies
are in full force and effect.  4.10Contracts
and Personal Property Leases.  Attached as Schedules 3.1.2 and 3.1.3 are
complete and accurate copies of all the Contracts and Personal Property Leases,
which constitute all of the Contracts and Personal Property Leases of
Servco.  All Contracts and Personal
Property Leases are in full force and effect and, except for defaults which
neither alone nor in the aggregate are material, there are no existing defaults
by Servco, or events or conditions which but for the passage of time would
constitute defaults by Servco pursuant to such documents.  All payments, installment payments, monthly
payments and other liabilities related to Personal Property Leases and
Contracts that are due through the Closing have been paid in full.  4.11Business
Records.  The books of accounts and
records, including Business Records, of Servco are complete and correct in all
material respects, and there have been no transactions involving Servco which
properly should have been set forth in Business Records and which have not been
accurately so set forth in all material respects.  Servco has all Business Records that are
necessary to conduct the operations and business of Servco as presently
conducted. As of Closing, Servco has exercised reasonable care, skill and
knowledge in performing its duties relating to the preparation, retention,
storage, duplication, preservation and other obligations relating to Business
Records in all material respects.  4.12Intellectual
Property.  Servco owns or has the
right to exercise all rights necessary in the Intellectual Property to carry
out Servcos business activities in the ordinary course of business, when
combined with intellectual property rights licensed from others.  Servco is not in violation of any license,
sublicense, or agreement to which Servco is a party or bound pertaining to the
Intellectual Property, except where such noncompliance does not have any
material adverse effect.  Servco has not
received notice of any claims with respect to the Intellectual Property
asserted against Servco or threatened by any person against Servco, nor, to
Servcos knowledge, are there any valid grounds for any bona fide claims.  4.13Computer
Software and Databases.Servco has
all Computer Software and Databases that are necessary to conduct the
operations and business of Servco as presently conducted and all documentation
relating to all the Computer Software and Databases.  The Computer Software and Databases perform
in accordance with the documentation and are free of known defects in
programming and operation.  4.14Proprietary
Information. Servco has all Proprietary Information that is necessary to
conduct the operations and business of Servco as presently conducted.  4.15PVPs
Retention of Assets.Any Assets or copies
of Assets of Servco which  12


are retained by PVP as of
Closing shall not limit the ability of Buyer to conduct the operations and
business of Servco as presently conducted; provided, however, that neither AAHA
nor Servco represent or warrant that PVP will not use such Assets.  EMPLOYMENT REPRESENTATIONS AND
WARRANTIES  4.16Employees.
 For the five year period prior to Closing,
Servco has not had any employees.  A
complete and accurate list of the employees employed by AAHA on behalf of
Servco on the date of the Closing as to whom the Buyer has informed AAHA that
the Buyer intends to hire, which accurately sets forth the employees (i) name,
(ii) date of birth, (iii) social security number, (iv) the
existence and terms of all written and oral employment agreements, if any, (v) position,
(vi) date of hire, (vii) date of last compensation increase, (viii) hours
of employment and rate of compensation, (ix) amount of accrued benefits
(including vacation and sick leave pay, if any), and (x) the hours each
employee has worked this calendar year to date (which is a prerequisite for 401(k) plan
eligibility) is set forth on Schedule 4.16 (Employees).  4.17Employment
Obligations.  With respect to the
Employees, AAHA is in substantial compliance with all federal, state and other
applicable laws respecting employment, employment practices, terms, conditions
of employment, employment benefits, and wages and hours.  As of Closing, all salaries, wages, vacation
pay, holiday pay, short or long-term disability, pension, severance or similar
obligations, reimbursement of expenses, commissions, compensation for paid
leave, bonuses of any kind, payroll taxes, payroll tax reporting compliance,
workers compensation, and benefits of any kind payable to any Employee have
been paid in full, and all obligations to comply with all reporting
requirements have been performed in full.  4.18No
Employee Benefit Plans Unless Disclosed. 
Servco does not maintain and never has maintained any group health
insurance, group life insurance, medical, §401(k), profit sharing, defined
benefit, pension, cafeteria, SIMPLE, SEP, Servco-sponsored IRA or any other
employee benefit plan including without limitation (i) all employee
benefit plans established by, maintained by, or receiving contributions from Servco
and (ii) any program, arrangement or plan within the meaning of Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended (ERISA) (collectively Employee Benefit Plans or Plans), except for each health, life or
medical plan and each qualified retirement plan set forth in Schedule 4.18.  BUSINESS OPERATION
REPRESENTATIONS AND WARRANTIES  4.19Controlled
Substance Compliance.  Except as
disclosed on Schedule 4.19,  4.19.1No Claims, Notices,
Investigation of Violations.  Neither
Servco nor AAHA have received from any governmental entity any request for
information, notice of claim, demand letter or other notification, notice or
information that (i) Servco is liable for or in violation of any
Controlled Substance Laws or (ii) Servcos registration under the
Controlled Substance Laws (a) is unauthorized, (b) is inconsistent
with the public interest, health or safety, (c) may be revoked, or (d) may
be suspended.  To Servcos or AAHAs knowledge,
there have been no federal, state or local governmental or regulatory investigations,
enforcement actions, studies, audits, reviews or other analyses, the purpose of
which was to discover, identify or otherwise  13


characterize any actual,
alleged or potential violations of Controlled Substance Laws or to revoke,
suspend, deny or prevent the issuance of the registration of Servco.  Servco has not (i) been charged with, (ii) been
served a subpoena or search warrant relating to, (iii) to Servcos
knowledge, been the subject of an administrative inspection or warrant relating
to, (iv) settled any allegations relating to, (v) pled no contest to,
(vi) conceded liability for, (vii) been convicted of, (viii) been
assessed or paid any fines or penalties relating to, or (ix) been subject
to cease and desist or similar orders relating to, any violations of the
Controlled Substance Laws.  4.19.2Controlled Substance
Definition.  The phrase Controlled Substance means (i) any
drug or other substance identified in 13 U.S.C. § 802(6); and (ii) any
drug or other substance for which the manufacturing, distributing, transporting,
labeling, packaging, dispensing, using, reporting, storing, disposing,
importing, exporting, controlling, wholesaling, brokering or trading is
prohibited, regulated or controlled under any Controlled Substance Laws.  4.19.3Controlled Substance
Laws Definition.  The phrase Controlled Substance Laws means any
federal or state law, statute, ordinance, regulation, permit, license or order
pertaining to manufacturing, distributing, transporting, labeling, packaging,
dispensing, using, reporting, storing, disposing, importing, exporting,
controlling, wholesaling, brokering or trading of Controlled Substances, and
includes without limitation the statutes set forth in 13 U.S.C. §§ 801 to 971,
as amended and supplemented, and the regulations set forth in 21 CFR §§ 1300 to
1316, as amended and supplemented.  4.20Pharmaceutical
Products Compliance.  Except as
disclosed on Schedule 4.20,  4.20.1No Claims, Notices,
Investigation of Violations.  Neither
Servco nor AAHA have received from any governmental entity any request for
information, notice of claim, demand letter or other notification, notice or
information that (i) Servco is liable for or in violation of any federal,
state, or local law, statute, ordinance, regulation, permit, license or order
relating to Pharmaceutical Products, or (ii) Servcos registration or
license under any federal, state, or local law, statute, ordinance, regulation,
permit, license or order, relating to the Pharmaceutical Products, (a) is
unauthorized, (b) is inconsistent with the public interest, health or
safety, (c) may be revoked, or (d) may be suspended.  To Servcos knowledge, there have been no federal,
state or local governmental or regulatory investigations, enforcement actions,
studies, audits, reviews or other analyses, the purpose of which was (i) to
discover, identify or otherwise characterize any actual, alleged or potential
violations of any federal, state, or local law, statute, ordinance, regulation,
permit, license or order, relating to Pharmaceutical Products or (ii) to
revoke, suspend, deny or prevent the issuance of the registration of
Servco.  Servco has not (i) been
charged with, (ii) been served a subpoena or search warrant relating to, (iii) been
the subject of an administrative inspection or warrant relating to, (iv) settled
any allegations relating to, (v) pled no contest to, (vi) conceded
liability for, (vii) been convicted of, (viii) been assessed or paid
any fines or penalties relating to, or (ix) been subject to cease and
desist or similar orders relating to, any violations of any federal, state, or
local law, statute, ordinance, regulation, permit, license or order relating to
Pharmaceutical Products.  4.20.2Pharmaceutical
Products.  The phrase Pharmaceutical Products means (i) articles recognized
in the official United States Pharmacopoeia, official Homoeopathic
Pharmacopoeia of the United States, or official National Formulary, or any
supplement to any of  14


them; (ii) articles
intended for use in the diagnosis, cure, mitigation, treatment, or prevention
of disease in man or other animals; (iii) articles (other than food)
intended to affect the structure or any function of the body of man or other
animals; (iv) articles classified as a drug or device under the United
States Food, Drug, and Cosmetic Act, 21 U.S.C. § 301, etc., and the
regulations promulgated pursuant to such Act; (v) articles classified as a
drug, device, or similar such terms under applicable state or local
statutes, ordinances, rules and regulations governing pharmacists or
pharmacies; (vi) articles that are dispensed or delivered for
administration to or use by a patient or other individual entitled to receive
the article pursuant to a prescription issued by a physician, dentist,
veterinarian, scientific investigator or other person who has a license to
issue such a prescription; and (vii) articles commonly called prescription
drugs or prescription medicine.  4.21Certain
Disclosures.  Servco and AAHA have
disclosed to the Buyer specific details concerning certain of Servcos
practices related to Controlled Substance Laws, Pedigree Laws, and
Pharmaceutical Products. Servco and AAHA are making no representations or
warranties to the Buyer concerning their compliance or possible non-compliance
with Controlled Substance Laws, Pedigree Laws, and Pharmaceutical Products, but
instead are agreeing to certain limited indemnities as provided for in Article 10.  4.22Operation
Of Servco.  Except as disclosed on
Schedule 4.22, during the period beginning 180 days prior to Closing and
continuing to Closing, Servco, through Servco or AAHAs directors, officers,
shareholders, and employees:  (a)Ordinary Course.  Conducted the business of Servco only in the
usual, regular and ordinary course in all material respects.  (b)Maintain Assets.  Maintained the tangible assets in their
current condition in all material respects, reasonable wear and tear excepted.  (c)Equipment.Retained
all Equipment and other assets used in the operations of Servco, except for the
disposal of obsolete Equipment.  (d)Goodwill. 
Preserved and protected in all material respects the goodwill and
advantageous relationships of Servco with clients, customers, suppliers,
referral sources and all other persons having business dealings with Servco.  (e)Contracts. 
Preserved and maintained in force in all material respects all
Contracts, lease rights, Personal Property Lease rights and all Licenses of
Servco.  (f)Liens. 
Have not mortgaged, pledged, created a security interest in or otherwise
encumbered any of Servcos Assets, incurred expenses other than in the ordinary
course of business, or incurred any secured or unsecured borrowings.  (g)Expenses. 
Have not made or incurred any capital commitment or capital expenditures
exceeding Five Thousand Dollars ($5,000.00) without disclosing the capital
commitment to Buyer.  15


(h)Distributions or Dividends. Have not made, paid, declared or
otherwise distributed any distributions or dividends to Servcos shareholders
of record.  (i)Compensation.  Except as accrued or reflected on Servcos
Financial Statements, AAHA has not increased the compensation payable or to
become payable by AAHA to any Employee, and have not made any bonus payments or
arrangements with any Employee.  (j)Compliance.  Except as set forth in Section 4.21 complied
in all material respects with all federal, state, and local laws, rules, and
regulations applicable to the operation of Servco.  4.23Confidential
Information.  Except with respect to Servcos
disclosures regarding Business Records and Proprietary Information with respect
to Servcos business practices, including disclosures to PVP in connection with
this transaction and otherwise, Servco and AAHA have kept confidential any and
all Business Records, and Proprietary Information of Servco in all material
respects and in accordance with their respective business practices.  Servco and AAHA agree that Business Records
and Proprietary Information have value, contain proprietary information of
Servco, contain trade secrets of Servco, and are being transferred to Buyer for
value under this Agreement.  CLAIMS AND LIABILITY
REPRESENTATIONS AND WARRANTIES  4.24Compliance
with Law.  Except as identified on
Schedule 4.24, neither Servco nor AAHA have received any notices of
violation of any law, regulation, condition of permit or license, order,
ordinance, or any requirement noted in or issued by any federal, state, local
or foreign authority having jurisdiction over or affecting the Assets or
Liabilities of Servco which has not been corrected, resolved or withdrawn.   Except as set forth in Section 4.21, AAHA
and Servco have complied with, and the operations and business of Servco are
and have been conducted in accordance with (i) all federal, state, local,
foreign and other statutes and regulations, and (ii) the duty to exercise
the requisite care, skill and knowledge in performing Servcos duties,
including but not limited to the preparation, retention, storage, duplication,
preservation and other obligations relating to Business Records.  4.25Trade
Payables. The Trade Payables are set forth on Schedule 3.2.1(a) and
are current pursuant to the respective vendor terms and conditions of purchase
and are not incurring or accruing, for the benefit of the vendor, interest or
in-service charges.  4.26Litigation
Or Claims.  Except as identified on
Schedule 4.26, there are no claims, actions, suits, arbitrations,
governmental investigations, inquiries, or proceedings pending or, to the
knowledge of Servco or AAHA, threatened against or involving Servco, or the Assets
and Liabilities of Servco, including any claims based upon any theory of errors
and omissions or professional malpractice, before any court, governmental or
administrative body or agency, or private arbitration tribunal.  Except as set forth in Section 4.21 and except
as identified on Schedule 4.26, there are no facts upon which material
claims may be made against Servco, or the Assets or Liabilities of Servco, nor
are there any outstanding orders, writs,  16


injunctions, or decrees
of any court, arbitrator or governmental agency which adversely affect or could
adversely affect Servco, or the Assets or Liabilities of Servco.  4.27Product
Liability.  Except as identified on
Schedule 4.27, neither Servco nor AAHA has knowledge of, and after
diligent investigation is unaware of, any liability (or any basis for any
present or future claim or demand against Servco, giving rise to any liability)
arising out of any injury to individuals or property as a result of any
Inventory, supplies, goods or other products sold by Servco.  STATUS REPRESENTATIONS AND
WARRANTIES OF SERVCO  4.28Organization,
Good Standing and Qualification of Servco. 
Servco is a Colorado for-profit corporation duly organized, validly
existing and in good standing under the laws of the state of Colorado.  Servco has full corporate power and authority
to carry on its business as and where now conducted and to own or lease and
operate its properties at and where now owned, leased or operated.  Servco is duly qualified to do business and
is in good standing in the State of Colorado.  4.29Authority
To Contract of Servco.  Servco has
the full right, power and authority to execute, deliver and perform the terms
of this Agreement and all documents and agreements necessary to give effect to
the obligations of Servco under the provisions of this Agreement.  The execution, delivery, and consummation of
this Agreement by Servco were duly approved by the Board of Directors and
shareholders of Servco according to applicable law and the Articles of
Incorporation and Bylaws of Servco.  Upon
the execution and delivery of this Agreement by Servco, (i) no further
action will be necessary to make this Agreement valid and binding upon Servco
according to its terms, and (ii) Servco shall deliver to Buyer copies of
resolutions duly authorized by the directors and shareholders of Servco
authorizing the execution and performance of this Agreement and designating
those officers of Servco with authority to execute documents in connection with
this transaction.  4.30No Limit
On Authority of Servco.    The
execution, delivery, and consummation of this Agreement by Servco will not,
with the passage of time, the giving of notice, or otherwise, (i) cause
Servco to be in violation or breach of any law, regulation, judgment,
administrative order, contract, agreement, or other restriction to or by which
Servco is subject or bound, or (ii) result in the acceleration or
termination of any loan or security agreement to which Servco is a party.  No approval or consent of any person, firm,
or other entity is required to be obtained by Servco for the execution,
delivery, and consummation of this Agreement by Servco.  4.31Board of
Director and Shareholder Approval. 
Servco has obtained all necessary board of director and shareholder
approvals and consents, required under Colorado law, to enter this Agreement
and transfer the Assets and Liabilities of the Company to the Buyer.  Attached as Schedule 4.31 is a true and
correct copies of the Servco board of director and shareholder actions,
approving this Agreement and transaction set forth herein.  STATUS REPRESENTATIONS AND
WARRANTIES OF AAHA  The representations and warranties in Sections 4.32, 4.33, and 4.34 are
made solely by  17


AAHA.  4.32Organization,
Good Standing and Qualification of AAHA. 
AAHA is a Illinois nonprofit corporation duly organized, validly
existing and in good standing under the laws of the state of Illinois.  4.33Authority
To Contract of AAHA.  AAHA has the
full right, power and authority to execute, deliver and perform the terms of this
Agreement and all documents and agreements necessary to give effect to the obligations
of AAHA under the provisions of this Agreement. 
The execution, delivery, and consummation of this Agreement by AAHA were
duly approved by the Board of Directors of AAHA according to applicable law and
the Articles of Incorporation and Bylaws of AAHA.  Upon the execution and delivery of this
Agreement by AAHA, (i) no further action will be necessary to make this
Agreement valid and binding upon AAHA according to its terms, and (ii) AAHA
shall deliver to Buyer copies of resolutions duly authorized by the directors
of AAHA authorizing the execution and performance of this Agreement and
designating those officers of AAHA with authority to execute documents in
connection with this transaction.  4.34No Limit
On Authority of AAHA.    The
execution, delivery, and consummation of this Agreement by AAHA will not, with
the passage of time, the giving of notice, or otherwise, (i) cause AAHA to
be in violation or breach of any law, regulation, judgment, administrative
order, contract, agreement, or other restriction to or by which AAHA is subject
or bound, or (ii) result in the acceleration or termination of any loan or
security agreement to which AAHA is a party. 
No approval or consent of any person, firm, or other entity is required
to be obtained by AAHA for the execution, delivery, and consummation of this
Agreement by AAHA.  4.35Brokers or
Finders.  Neither Servco nor AAHA
have employed any broker or finder or incurred any liability for any brokerage
fees, commissions or finders fees in connection with the transactions
contemplated by this Agreement, except that AAHA entered into a consulting
agreement with Brakke Consultants and AAHA will pay all amounts due under such
agreement.  DISCLOSURE REPRESENTATION AND
WARRANTY  4.36Material
Misstatement or Omissions.  The
representations and warranties made by Servco and AAHA, together or separately,
in this Agreement and in any Schedule, taken as a whole, do not contain any
untrue statement of a material fact, or omit to state a material fact, necessary
to make the statements, in light of the circumstances in which such statements
were made, not misleading.  Servco and
AAHA know and expect that Buyer will rely upon their representations,
warranties and covenants.  4.37Representations
and Warranties Are Independent of Due Diligence.  Buyer is not and will not be required to
undertake any independent due diligence investigation to determine the truth,
accuracy and completeness of the representations, warranties and covenants made
by AAHA and Servco in this Agreement. 
AAHA and Servcos representations, warranties and covenants made to
Buyer in this Agreement are independent of any due diligence investigation done
by Buyer.  Buyers due diligence
investigation, if any, (i) does not terminate, reduce, mitigate or
otherwise diminish AAHA and Servcos responsibility to fully and  18


fairly make all
representations, warranties and covenants and disclose all required
information, (ii) does not impute or attribute to Buyer by implication or
otherwise information that did or should have been discovered in Buyers due
diligence investigation, (iii) shall not be deemed to ascribe any
knowledge to Buyer different from, or in addition to, the representations and
warranties made by AAHA or Servco to Buyer in this Agreement, and (iv) except
to the extent that Buyer had actual knowledge, and neither AAHA nor Servco had
knowledge, of the breach of a representation or warranty as of the Closing, shall
not be deemed to reduce, effect, or eliminate Buyers complete reliance upon
the representations and warranties set forth in this Agreement.  Article 5
REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER.  Buyer represents, warrants and covenants to Servco and AAHA as follows:  5.1Organization,
Good Standing and Qualification. 
Buyer is an Idaho corporation duly organized, validly existing and in
good standing under the laws of the state of Idaho.  Buyer has full corporate power and authority
to carry on its business as and where now conducted and to own or lease and
operate its properties at and where now owned, leased or operated.  5.2Authority
To Contract.  Buyer has the full
right, power and authority to execute, deliver and perform the terms of this
Agreement and all documents and agreements necessary to give effect to the obligations
of the Buyer under the provisions of this Agreement.  The execution, delivery, and consummation of
this Agreement by the Buyer were duly approved by the Board of Directors of
Buyer according to applicable law and the Articles of Incorporation and Bylaws
of Buyer.  The execution and performance
of this transaction was approved by the Board of Directors of Buyer on June 20,
2008.  Upon the execution and delivery of
this Agreement by Buyer, no further action will be necessary to make this
Agreement valid and binding upon Buyer according to its terms.  5.3No
Limit On Authority.  The execution,
delivery, and consummation of this Agreement by Buyer will not, with the
passage of time, the giving of notice, or otherwise, (i) cause Buyer to be
in violation or breach of any law, regulation, judgment, administrative order,
contract, agreement, or other restriction to or by which Buyer is subject or
bound, or (ii) result in the acceleration or termination of any loan or
security agreement to which Buyer is a party. 
There are no restrictions in the Articles of Incorporation, amendments
to the Articles, Bylaws, minutes, or share certificates of Buyer, shareholder
agreements, indenture, credit agreements, or other agreement limiting the right
or power of Buyer to buy the Assets and Liabilities.  No approval or consent of any person, firm,
or other entity is required to be obtained by Buyer for the execution,
delivery, and consummation of this Agreement by Buyer.  5.4Collection
of Receivables.  Post-Closing, Buyer (i) shall
use Buyers reasonable business efforts, consistent with its own business
practices, to collect the Receivables of the Company within 120 days
post-Closing, (ii) without Servcos consent, shall not compromise or waive
any rights with respect to such Receivables (other than a release of further
payment obligations on any Receivable upon full payment of such Receivable),
and (iii)  19


with respect to any
customer of the Buyer or affiliate of such customer that is also the payor
under any Receivable, shall be consistent with its own business practices, and
not seek to favor the collection of any post-closing receivable of the Buyer
from such customer or affiliate, that is to the detriment of the collection of
the Receivable from such Servco customer or its affiliate.  5.5MWI
Veterinary Supply Co. Benefit Plans. 
In accordance with all rules and regulations regarding enrolment,
as soon as practicable after Closing, Buyer shall enroll all of the Employees,
hired by Buyer, in Buyers applicable health and medical benefit plans, which
benefit plans are comparable to AAHAs current health and medical benefit
plans.  5.6Brokers
or Finders.  Buyer has not employed
any broker or finder or incurred any liability for any brokerage fees,
commissions or finders fees in connection with the transactions contemplated
by this Agreement.  5.7Material
Misstatement or Omissions.  No
representation or warranty made by Buyer in this Agreement or in any document
or agreement furnished in connection with this Agreement contains or will
contain any untrue statement of material facts, or omits or will omit to state
a material fact necessary to make the statements therein not misleading. Buyer
knows and expects that AAHA and Servco will rely upon its representations,
warranties and covenants.  Article 6
DELIVERABLES AT CLOSING AND COVENANTS  6.1Deliverables
Of AAHA and Servco.  AAHA and Servco
are delivering to Buyer the following at Closing:  6.1.1Consents.  The written consents and releases attached in
Schedule 6.1.1.  6.1.2Execution and
Certification of Resolution of Board of Directors and Shareholders of Servco
and Board of Directors of AAHA.  A
duly adopted and certified copy of a Resolution of the Board of Directors of
and shareholders of Servco, and the Board of Directors of AAHA, respectively,
approving the transactions contemplated by this Agreement and authorizing the
execution and delivery by Servco and AAHA of this Agreement and all other
documents contemplated by this Agreement.  6.1.3Removal of
Encumbrances and Liens.  A written
termination statement or agreement to discharge as of Closing all Encumbrances
and liens identified in Schedule 4.5.  6.1.4Michael
Hughes Employment Agreement.  An
executed employment agreement for Michael Hughes in the form attached as
Schedule 6.1.4.  6.1.5Trademark
License Agreement.  An executed  copy of the Trademark License Agreement,
the form of which is attached as Schedule 6.1.5.  6.1.6Sponsorship
Agreement.  An executed  copy of the Sponsorship Agreement, the form
of which is attached as Schedule 6.1.6.  20


6.1.7Escrow
Agreement. An executed copy of the Escrow Agreement, the form of which is
attached as Schedule 2.5.  6.1.8Legal Opinion.  An opinion from counsel for Servco and AAHA in
the form attached as Schedule 6.1.8.  6.2Deliverables
of Buyer.  Buyer shall deliver to
AAHA the following at Closing:  6.2.1Michael
Hughes Employment Agreement.  An
executed employment agreement for Michael Hughes in the form attached as
Schedule 6.1.4.  6.2.2Trademark
License Agreement.  An executed  copy of the Trademark License Agreement,
the form of which is attached as Schedule 6.1.5.  6.2.3Sponsorship
Agreement. An executed  copy of the Sponsorship
Agreement, the form of which is attached as Schedule 6.1.6.  6.2.4Escrow
Agreement. An executed  copy of the Escrow
Agreement, the form of which is attached as Schedule 2.5.  6.2.5Purchase
Price.  Buyer shall deliver the cash
portion of the Purchase Price as set forth in Section 2.4.1.  6.3Termination
of AAHA Employees.  Effective as of
the Closing and in full compliance with applicable laws and regulations, AAHA
shall terminate the employment of each Employee that the Buyer identifies as an
individual that Buyer has agreed to hire as an employee of the Buyer.  Article 7
POST-CLOSING COVENANTS  7.1Office
and Service Space.  For a reasonable
time frame post-Closing, but no longer then four (4) months, AAHA shall
provide Buyer free rent with respect to office and service space for those
Employees to be hired by the Buyer.  The
Buyer shall use its reasonable best efforts to vacate AAHAs offices within four
(4) months post-Closing.  7.2Employees.  For a reasonable time frame post-Closing, but
no longer then four (4) months, Buyer shall provide AAHA and Servco access
to the Employees, for purposes of winding up the day-to-day operations of
Servco, assisting with communications with AAHA members regarding the change in
logistics and ownership, filing final sales tax reports, and similar activities.  7.3Access
to Assets.  In the event the Buyer
determines that certain Assets of Servco, necessary for the Buyer to conduct
the operations and business of Servco as conducted prior to Closing, remain in
the possession of PVP, AAHA and Servco shall immediately take all commercially
reasonable efforts to cause PVP to transfer such Assets to the Buyer within a
reasonable period of time; provided, however, that neither AAHA nor Servco  21


represent or warrant that
PVP will not use such Assets.  7.4PVP.  (a)Within
sixty (60) days of Closing, Servco and AAHA shall use commercially reasonable
efforts to obtain written assurance from PVP that PVP, except as required by
law, and except as otherwise provided for in the Logistics Agreement, has
transferred, conveyed or otherwise turned over all Assets to Servco that PVP
has in its possession, or in the alternative has destroyed all copies of Servcos
Assets it has in its possession; provided, however, that neither AAHA nor
Servco represent or warrant that PVP will not use such Assets.  Notwithstanding the forgoing, PVP shall be
permitted to retain certain copies of Servcos Business Records, as may be
required by law; however, PVP shall solely be permitted to use such Business
Records for the purposes of complying with applicable federal, state, or local laws,
rules, or regulations.  (b)For sixty (60) days after
the Closing, AAHA shall use its personal relationships with PVP as well as PVPs
officers, directors and agents to assist the Buyer in securing the business of
Servco, recapturing any lost business, minimizing any interference with
current Servco customers and assisting the Buyers in achieving its sales goals
with respect to the Servco business.   AAHA shall use commercially
reasonable efforts in meeting this post closing covenant.  Article 8
CLOSING.  8.1Time,
Date and Place of Closing.  The
parties are executing the documents necessary to consummate this transaction
and are closing this transaction on the same day.  The execution of the documents and closing shall
be at the corporate offices of AAHA in Lakewood, Colorado on July 1, 2008
(the Closing).  The Closing shall be effective as of 12:00 A.M.
MDT. on July 1, 2008 (the Effective
Date).  At the Closing, Buyer
shall pay the Purchase Price as provided in this Agreement, and the parties
shall make the deliveries and take the actions specified in Article 6.  8.2Documents
Delivered After Closing.  At any time
after Closing, each party to this Agreement shall each execute, acknowledge,
and deliver any further assignments, conveyances and other assurances,
documents and instruments of transfer reasonably requested by any other party
to this Agreement, and shall take any other action consistent with the terms of
this Agreement that may reasonably be requested by any other party to this
Agreement for the purpose of effecting the transactions contemplated by this
Agreement.  Article 9
NONCOMPETITION AND CONFIDENTIAL INFORMATION.  9.1Purpose
Of Noncompetition And Confidential Information Agreements.  Servco and AAHA acknowledge that Buyer is
purchasing the Assets and is assuming the Liabilities of Servco with the
expectation of continuing the general business of Servco and continuing the
services to Servcos existing and expected future customers and clients.  Servco  22


and AAHA agree that Buyer
is entitled to a period of time to benefit from the purchase, and that Servco
and AAHA should be restricted from competing with Buyer or benefiting from the
Proprietary Information and Goodwill purchased by Buyer.  9.2Noncompetition
Agreement, Duration and Area.  For a
period of five (5) years following Closing, in the United States, Servco
and AAHA agree not to Compete with Buyer. 
Compete means to directly or
indirectly solicit, sell or render any services or products in a Competitive
Business, (other than as a passive shareholder of a publicly traded company)
including, but not limited to, as a proprietor, member, partner, investor,
shareholder, director, officer, employee, consultant, or independent
contractor.    Competitive
Business means to engage in (i) the distribution of animal
health pharmaceuticals, biologicals, and surgical, laboratory, and x-ray
supplies ordinarily used in the business of providing veterinary care and (ii) the
provision of inventory management services.  9.3Nonsolicitation
Covenant.  Servco and AAHA will not,
directly or indirectly, for a period of five (5) years following Closing,
solicit any customer, client, employee, independent contractor, supplier, or
manufacturers representative of the Buyer, for the purpose of (i) establishing
a relationship for any business or services in a Competitive Business, (ii) causing
any client, customer, employee, independent contractor, supplier, or
manufacturers representative to terminate any relationship with Buyer, or  (iii) interfering with the relationship
between the Buyer and any of Buyers customers, clients, employees, independent
contractors, suppliers, or manufacturers representatives.  9.4Non-Hire
Covenant..  Servco and AAHA will not,
directly or indirectly, for a period of five (5) years following Closing,
hire, employ or attempt to hire or employ a Protected Person as an employee,
independent contractor, or otherwise of Servco or AAHA or any Related Entity of
Servco or AAHA.  A Protected Person is any person who is or
was an employee or Independent Contractor of the Buyer at the time of the
actual or attempted hiring or employment. 
An Independent Contractor
is any person that is in the same line of business as the Buyer, but, for
purposes of illustration, does not include accountants or attorneys.  The phrase Related
Entity means any entity for which Servco or AAHA is a proprietor,
member, partner, investor, shareholder, director, officer or employee.  9.5Nondisparagement
Covenant.  Except as otherwise
required by law, Servco and AAHA will not directly or indirectly, for any
reason, intentionally make statements materially injurious to the business
reputation or good will of the Buyer or any of its directors, officers or
employees.  Nothing in this provision
shall prevent Servco or AAHA from giving truthful information to the extent
required by subpoena or other legal process.  9.6Confidentiality
Agreement and Duration.For a period
of three (3) years post-Closing, Buyer, Servco and AAHA agree to keep
confidential and not disclose to any person any Proprietary Information or
Confidential Information of the other parties.  The term Confidential Information shall mean all
confidential, proprietary, or other knowledge, data or information of the Buyer,
Servco, or AAHA.  Confidential
Information includes all information
that the Buyer, Servco, or AAHA has made a concerted effort to keep
confidential and includes, but is not limited to, any such information relating
to trade secrets, financial information and results, organizational structure, personnel data,
marketing strategies, philosophy and objectives,  23


project
plans, strategy and vision statements, business initiatives, system design,
methodologies, processes, competitive advantages and disadvantages, audit
reports and materials related to same, systems, operations, technology,existing
or potentialcustomer lists,
vendor lists, price lists, product development, software development, business
plans, advertising or sales programs, and any other information concerning
Buyer, Servco, or AAHA, and their respective businesses and operations.  Proprietary Information and Confidential
Information does not include information which (i) becomes public
knowledge, not as a result of any improper inaction or action of Buyer, AAHA or
Servco; (ii)  is disclosed to Buyer, AAHA or Servco by a third party on a
nonconfidential basis without violating any law or any other agreement between
the third party and Buyer; and (iii) is required to be disclosed by Buyer,
AAHA or Servco by any law, statute, rule, regulation, or order of any
governmental body or court of competent jurisdiction.  Notwithstanding the forgoing, Buyer, Servco, or
AAHA shall be permitted to disclose such Proprietary Information and
Confidential Information (i) solely as reasonably necessary, to their
directors, shareholders, representatives or agents, including (without
limitations) their accountants and attorneys and (ii) as required by
applicable law, rule, or regulation.  9.7Inducement
of Parties.  Buyer, Servco and AAHA
understand and agree that strict observance of the agreements set forth in Article 9
was a substantial inducement to the execution and performance of this Agreement
by Buyer, Servco and AAHA.  9.8Acknowledgement
by Buyer, Servco and AAHA.  Buyer, Servco
and AAHA (i) carefully considered the nature and extent of the
restrictions upon each party and the rights and remedies conferred upon the parties
under this Article 9, (ii) agree that the restrictions, rights and
remedies are reasonable in time, application, amount, and effect, and (iii) agree
that the restrictions are supported by sufficient consideration and are not
disproportionate to the respective benefits conferred upon Buyer, Servco and AAHA
by this Agreement.  Article 10
INDEMNIFICATION  10.1Survival
of Representations, Warranties and Covenants  10.1.1Survival for Two
Year Period.  Except with respect to
Sections 4.4, 4.17, 4.18, 4.19, 4.20, 4.29, 4.30, 4.31, 4.33, 4.34, 5.2, and 5.3,
all representations, warranties, and covenants by Buyer, AAHA, and Servco set
forth in this Agreement, including without limitation, any representations,
warranties, or covenants set forth in any Schedule or other writing delivered
pursuant to this Agreement, shall survive the Closing for a period of two
years,  and shall be deemed to be
material and to have been relied upon by Buyer, AAHA, and Servco.  10.1.2Survival for Three
Year Period.  The representations,
warranties, and covenants by AAHA, and Servco set forth in Sections 4.4, 4.17, 4.18,
4.19, and 4.20 of this Agreement, including without limitation, any
representations, warranties, or covenants set forth in any Schedule or other
writing delivered pursuant to Sections 4.4, 4.17, 4.18, 4.19, and 4.20 of this
Agreement, shall survive the Closing for a period of three years, and shall be
deemed to be material and to have been relied upon by Buyer.  24


10.1.3Survival for
Unlimited Period.  The
representations, warranties, and covenants by Buyer, AAHA, and Servco set forth
in Sections 4.29, 4.30, 4.31, 4.33, 4.34, 5.2, 5.3 and Article 9 of this
Agreement, including without limitation, any representations, warranties, or
covenants set forth in any Schedule or other writing delivered pursuant to
Sections 4.29, 4.30, 4.31, 4.33, 4.34, 5.2, 5.3 and Article 9 of this
Agreement, shall survive the Closing, and shall be deemed to be material and to
have been relied upon by Buyer, AAHA and Servco.  10.2Indemnification.  Notwithstanding any investigation or due
diligence made by or on behalf of any party hereto or any information which any
party may now or hereafter receive, (except as provided in Section 4.37(iv)),
(i) Servco and AAHA, jointly and severally, agree to defend, indemnify,
hold harmless and reimburse Buyer and its past, present and future employees,
officers, directors, stockholders, agents, Affiliates, representatives,
successors and assigns, and any combination of them (Buyer
Protected Parties) from all Claims made against or suffered by
Buyer Protected Parties to the extent that any such Claim is a Covered Act (as
defined in Section 10.4.1); and (ii) Buyer agrees to defend,
indemnify, hold harmless and reimburse Servco and AAHA and their respective
past, present and future employees, officers, directors, stockholders, agents,
Affiliates, representatives, successors and assigns, and any combination of
them (Seller  Protected
Parties) from all Claims made against or suffered by a Seller
Protected Party to the extent that any such Claim is a Covered Act (as defined
in Section 10.4.2).  An Affiliate is any person or entity controlled by, in control
of, or under the common control of any person or entity.  10.3Claims  10.3.1Definition of Claims.  The word Claims
shall be broadly construed to mean all threatened, pending or completed (i) claims,
demands, losses, injuries, damages, liabilities, judgments, fines, penalties,
suits, causes of action, or awards; (ii) settlements, compromises, or plea
bargains (subject to the procedures set forth in Article 11); (iii) diminution
of value; (iv) reasonable attorney fees, reasonable expert fees, costs, or
expenses incurred in connection with Claims; (v) interest (such as pre-
and post-judgment interest) incurred by a Buyer Protected Party in connection
with a third-party claim; (vi) damages or losses arising from, connected
with, or related to revocation or loss of license, revocation or loss of
permits, revocation or loss of registrations, or revocation or loss of
accreditation; and (vii) compensatory damages, consequential damages,
incidental damages, punitive damages, treble damages, exemplary damages,
liquidated damages, lost profits, or other amounts, all of which are payable by
or suffered by a Buyer Protected Party and which arise from, are related to, or
are connected with the Covered Acts. 
Claims may arise from, relate to, or be connected with (i) losses
or injuries suffered by the Buyer Protected Parties or Seller Protected Parties
without the involvement of third-parties and without being caused by
third-parties; (ii) actions or omissions of third-parties; (iii) an
amount payable to a third party, including a partys own officers, employees,
attorneys or representatives; (iv) civil, criminal, regulatory,
investigative, administrative and other actions or omissions of federal, state
and other governmental authorities; (iv) judicial, bankruptcy,
administrative and other governmental proceedings and processes; and (v) trials,
appeals, conferences, arbitrations, and mediations.  Claims may be (i) actual or alleged; (ii) direct
or indirect; (iii) acts or omissions to act; (iv) known or unknown; (v) present
or contingent; (vi) matured or unmatured; (vii) suspected or
unsuspected; or (viii) any combination of these.  Claims include without limitation amounts
which a party owes or pays to  25


(i) third parties; (ii) federal,
state and other governmental agencies; and (iii) a partys own officers,
employees, attorneys, representatives and others.  10.3.2No Admission.  The definition of Claims set forth in Section 10.3.1
does not constitute an admission by any party that such Claims exist, but only
means that if such Claims exist, then this Article 10 relating to
Indemnification applies.  Without
limiting the foregoing, AAHA and Servco have not agreed to be responsible for
compensatory damages, consequential damages, incidental damages, punitive
damages, treble damages, exemplary damages, liquidated damages, or lost profits
of Buyer in connection with any Covered Act, except as expressly provided in
this Agreement; Buyer reserves its rights to seek recourse against AAHA and
Servco for the foregoing types of damages under applicable law, subject to the
limitations set forth in Section 10.5. 
Similarly, AAHA and Servco have not agreed to be responsible for
interest incurred by Buyer in connection with any Covered Act, except as
expressly provided in this Agreement; Buyer reserves its rights to seek
recourse against AAHA and Servco for interest under applicable law, subject to
the limitations set forth in Section 10.5.  10.4Covered
Acts.  10.4.1AAHA and Servco  Covered Acts.  With respect to the indemnification obligations
of AAHA and Servco, a Covered Act is
any Claim to the extent it arises from, relates to, is connected with, or is
caused by any of the following:  (a)Servcos and AAHAs Obligations Under This Agreement.  The performance or lack of performance of Servcos
and AAHAs obligations under this Agreement.  (b)Controlled Substances and Pharmaceutical Products.  All Claims made against or suffered by any
Buyer Protected Party to the extent they arise from, relate to, or are
connected with any action or omission, or failure or alleged failure, of
Servco, AAHA, or any Person acting on behalf of Servco or AAHA, to comply with
any federal, state, local or foreign law, statute, ordinance, regulation,
permit, license or order arising from, relating to, connected with the
regulation, manufacturing, distributing, transporting, labeling, packaging,
dispensing, using, reporting, storing, disposing, importing, exporting,
controlling, wholesaling, brokering or trading of Controlled Substances or
Pharmaceutical Products, including without limitation (i) failure to
comply with Controlled Substance Laws; (ii) failure to comply with all
federal and state law, statute, ordinance, regulation, permit, license or order
pertaining to manufacturing, distributing, transporting, labeling, packaging,
dispensing, using, reporting, storing, disposing, importing, exporting,
brokering or trading of Pharmaceutical 
Products; (iii) failure to properly display name, address,
registration numbers and other information of both shipper and recipient on
distribution documents; (iv) failure to maintain all required records,
registrations, licenses, accreditation, and permits in all federal and state
jurisdictions; (v) failure to comply with federal and state Pedigree Laws;
and (vi) failure to provide, authenticate, or pass the pedigree in
compliance with Pedigree Laws.  (c)Records.  All Claims
made against or suffered by any Buyer Protected Party to the extent they arise
from, relate to, or are connected with any action or omission, or failure or
alleged failure, of Servco, AAHA or any Person acting on behalf of Servco or
AAHA arising from, relating to, or connected with preparing, creating,
maintaining and preserving  26


accurate records in
compliance with any federal, state, local or foreign law, statute, ordinance,
regulation, permit, license or order of (i) Controlled Substances and
Pharmaceutical Products, and (ii) transactions relating to Controlled
Substances, Pharmaceutical Products, and Pedigree Laws.  (d)Theft or Diversion.  All
Claims made against or suffered by any Buyer Protected Party to the extent they
arise from, relate to, or are connected with any action or omission, or failure
or alleged failure, of Servco, AAHA or any Person acting on behalf of Servco or
AAHA to comply with any federal, state, local or foreign law, statute,
ordinance, regulation, permit, license or order arising from, relating to, or
connected with the theft or diversion of Controlled Substances or
Pharmaceutical Products into other than legitimate medical, scientific and
industrial channels.  (e)Taxes.  All Claims
made against or suffered by any Buyer Protected Party to the extent they arise
from, relate to, or are connected with any action or omission, or failure or
alleged failure, of Servco, AAHA or any Person acting on behalf of Servco or
AAHA regarding any Taxes imposed on or payable by Servco.  (f)Servco Internal Corporate Affairs.  Any Claims made against any Buyer Protected
Party to the extent they arise from, relate to, or are connected with any dispute
between and among Servco, Professional Veterinary Products, Ltd. (PVP), AAHA, or any combination of them, relating to the
internal affairs of Servco, including without limitation rights or obligations
of  Servco, or its directors, officers,
or shareholders, such as dissenters rights, dividend rights, voting rights,
shareholder rights, director obligations, fiduciary duties of directors and
officers, approval of this transaction, oppression of minority shareholders,
and conflicting interest transactions.  (g)Logistics Agreement.  All
Claims made against or suffered by any Buyer Protected Party to the extent they
arise from, relate to, or are connected with any action or omission, or failure
or alleged failure, of Servco, AAHA or any Person acting on behalf of Servco or
AAHA, to perform its obligations under the  Logistics Agreement between and among Servco,
AAHA and PVP that terminated on or about June 30, 2008.  (h)PVP. 
All Claims made directly or indirectly by PVP against or suffered by any Buyer
Protected Party to the extent they arise from, relate to, or are connected with
this Asset Purchase Agreement, any agreements ancillary to this Asset Purchase
Agreement, or the transaction contemplated by this Asset Purchase Agreement,
including without limitation any Claims for tortious interference, unfair
competition, or antitrust.  (i)Excluded Assets and Excluded Liabilities.  All Claims made against or suffered by any
Buyer Protected Party to the extent they arise from, relate to, or are
connected with any action or omission, or failure or alleged failure, of
Servco, AAHA or any Person acting on behalf of Servco or AAHA arising from,
related to, or connected with any Excluded Assets or Excluded Liabilities.  10.4.2Buyer Covered Acts.  With respect to the indemnification
obligations of Buyer, a Covered Act is
any Claim to the extent it arises from, relates to, is connected with, or  27


is caused by any of the
following:  (a)Buyers Obligations Under This Agreement.  The breach by Buyer of any representation,
warranty or covenant under this Agreement, including any applicable obligation
of good faith under applicable common law.  (b)Assets
and Assumed Liabilities.  All Claims
made against or suffered by any Seller Protected Party to the extent
attributable to any action or omission, or failure or alleged failure, of Buyer
arising from, related to, or connected with the ownership or use of any Assets
after the Closing or the failure to satisfy any Liability assumed by Buyer
under Section 3.2.  10.5Indemnification
Cap and Uncapped Claims.  Except as
stated in the remainder of this Section 10.5, Servcos and AAHAs
obligation to indemnify, defend, and hold Buyer harmless pursuant to Section 10.2
is limited to the Escrow Amount identified in Sections 2.4.2 and 2.5 (the Cap). 
Notwithstanding the previous sentence, and except that the aggregate
liability of AAHA and Servco shall not exceed the Purchase Price, Servcos and
AAHAs obligation to indemnify, defend and hold Buyer harmless is not limited
in any manner by other consideration received by Servco pursuant to this
Agreement and is not limited by the Cap in the event of Claims (i) regarding
breaches of representations, warranties and covenants set forth in Sections 4.4,
4.29, 4.30, 4.31, 4.33, 4.34 and Article 9; (ii) arising in the sixty
(60) day period after Closing regarding breaches of representations, warranties
and covenants set forth in Sections 4.5, 4.6, 4.8, and 4.25; (iii) regarding
Servcos or AAHAs intentional misrepresentations or fraud; (iv) relating
to Sections 10.4.1(e), 10.4.1(f), 10.4.1(g), 10.4.1(h), and 10.4.1(i); or (v) regarding
a failure by Servco to make the payment to Buyer required by Section 2.4.4
(in each such case, an Uncapped Claim).  Buyer may recover directly from Servco and
AAHA for any Uncapped Claim without recourse to, and depleting funds from, the
Escrow Amount.  Except for (i) any
Uncapped Claim or (ii) any remedy for the breach of any covenant by AAHA
or Servco, Buyers exclusive remedy at law is to obtain payment for the Claim
from the Escrow Amount identified in Sections 2.4.2 and 2.5, and such rights of
Buyer are in derogation of any other rights to monetary recovery under any
statutory law, common law, or equitable right or remedy.  10.6Special
Sharing for Regulatory Claims.  To
the extent that any Claim is made against Buyer with respect to any Covered Act
described in Sections 10.4.1(b), 10.4.1(c), or 10.4.1(d), or with respect to
any other actual or alleged violation by Servco or any Person acting on behalf
of Servco of any Controlled Substance Law, Pharmaceutical Products, or Pedigree
Law (collectively, a Regulatory Claim),
then (i) Buyer will pay one-half (1/2) of such Regulatory Claim (including
without limitation the costs of investigation, attorney fees, expert fees,
fines, penalties, judgments, settlements, and otherwise), and Servco will pay
the other one-half (1/2) of such Regulatory Claim (including without limitation
the costs of investigation, attorney fees, expert fees, fines, penalties,
judgments or otherwise), with Servcos payment to be made with funds from the
Escrow Amount and only to the extent that funds remain in the Escrow Amount; (ii) such
Regulatory Claim shall be defended by counsel jointly chosen by Buyer and
Servco; (iii) Buyer and Servco shall have joint and equal control over the
direction of such defense; and (iv) the settlement of any Regulatory Claim
requires the consent of both Buyer and Servco. 
Notwithstanding the foregoing, (i) if Buyer or Servco wishes to
defend or  28


settle any Regulatory
Claim on its own, it may do so at its own expense; (ii) Buyer may not
agree to any non-monetary settlement that affects Servco or AAHA without their
consent, and (iii) Servco may not agree to any non-monetary settlement
that affects Buyer without Buyers consent.  
A Regulatory Claim and the sharing set forth in this Section 10.6
does not apply to, and excludes, that portion of any Claims that are made against
Servco, AAHA, or PVP, with the understanding that the sharing set forth in this
Section 10.6 applies only to Regulatory Claims made against Buyer.  Article 11
REMEDIES  11.1Claim
Notice and Cure Period.  In the event
of a Claim, then the party seeking indemnification, remedy or cure shall
provide reasonable written notice of the Claim to the party from whom such
party seeks indemnification, remedy or cure. 
From the date of notice the defaulting party shall have 30 days to cure
the Claim.  If the Claim remains uncured
after such 30-day period, then the party seeking indemnification, remedy or
cure shall have all remedies provided by law and as stated in and modified by this
Agreement.  11.2Purchase
Price Offset.  Without limiting the
availability of other remedies, when the Claims of Buyer, if any, in the
aggregate exceed $25,000, Buyer shall have the right to offset, without
penalty, from the Escrow Amount, subject to the terms and conditions of the
Escrow Agreement, any damage suffered by Buyer relating to the amount that such
Claims, in the aggregate, exceed $25,000. 
The damage suffered by Buyer shall be an amount equal to the monetary
damage, liability, expenses, fees, costs, or any combination thereof arising
from, related to, or connected with the Claim, unless the amount is to be
shared as set forth in Section 10.6 relating to Regulatory Claims.   The deduction shall occur on or after AAHAs
or Servcos failure to cure the Claim and in compliance with the provisions of
the Escrow Agreement.  11.3Purchase
Price Offset:  Regulatory and Tax Claims.  Notwithstanding Section 11.2, with
respect to any (i) Regulatory Claims or (ii) any Claims relating to
Taxes, Buyer shall have the right to offset, without penalty, from the Escrow
Amount, subject to the provisions of the Escrow Agreement, any damage suffered
by Buyer from the first dollar.  By way
of illustration, one-half (1/2) of any such Regulatory Claim (in accordance
with the provisions of Section 10.6) and all of any Claims relating to
Taxes shall not be limited to or subject to the attainment of $25,000 in
Claims.  11.4Special
Remedies for Noncompetition and Confidentiality Violations by Servco or AAHA.  Breach of the noncompetition agreement or the
confidentiality agreement set forth in Article 9 will result in
irreparable harm to Buyer, which cannot be reasonably or adequately compensated
by damages.  Therefore, in addition to
any other remedy or right of Buyer (including rights and remedies at law or in
equity, including recovery of damages), Buyer shall have the following rights: (i)
right to an immediate injunction or other equitable relief enjoining any
threatened or actual breach, and (ii) the right to recover damages from each
person or entity that breaches its obligations. 
In the event of Servcos or AAHAs breach or anticipated breach of the
noncompetition and confidentiality provisions of this Agreement, Buyer is not
required to comply with the Claim Notice and Cure Period provision (set forth
in Section 11.1) or the Claim Resolution Procedure provision (set forth in
Section 11.11) to obtain  29


non-monetary relief, but
any Claims for monetary relief shall comply with the Claim Resolution Procedure
provision (set forth in Section 11.11).  11.5Special
Remedies for Confidentiality Violations by Buyer.  Breach of the confidentiality agreement set
forth in Article 9 will result in irreparable harm to Servco or AAHA,
which cannot be reasonably or adequately compensated by damages.  Therefore, in addition to any other remedy or
right of Servco or AAHA (including rights and remedies at law or in equity,
including recovery of damages), Servco or AAHA shall have the
following rights: (i) right to an immediate injunction or other
equitable relief enjoining any threatened or actual breach, and (ii) the
right to recover damages from each person or entity that breaches its
obligations.  In the event of Buyers
breach or anticipated breach of the confidentiality provisions of this
Agreement, Servco or AAHA are not required to comply with Claim Notice and Cure
Period provision (set forth in Section 11.1) and the Claim Resolution
Procedure provision (set forth in Section 11.11), to obtain non-monetary
relief, but any Claims for monetary relief shall comply with the Claim
Resolution Procedure provision (set forth in Section 11.11).  11.6Handling
Indemnification for Third-Party Claims  11.6.1Notice.  Promptly after receipt by a person entitled
to indemnity under this Agreement (Indemnified Person)
of notice of a Claim by a third party (Third-Party Claim)
against it, the Indemnified Person shall give notice to the person obligated to
indemnify under this Agreement (Indemnifying Person)
of the assertion of the Third-Party Claim. 
The failure to notify the Indemnifying Person will not relieve the
Indemnifying Person of any liability that an Indemnifying Person has to any
Indemnified Person, except to the extent that the Indemnifying Person
demonstrates that the defense of the Third-Party Claim is prejudiced by the
Indemnified Persons failure to give such notice.  11.6.2Effect of Notice.  If an Indemnified Person gives notice to the
Indemnifying Person pursuant to Section 11.6.1, the Indemnifying Person shall
be entitled to assume the defense of the Third-Party Claim if the (i) Indemnifying
Person provides reasonable assurance to the Indemnified Person of the
Indemnifying Persons financial capacity to defend and satisfy the Third-Party
Claim; (ii) counsel engaged by the Indemnifying Person for the defense of
the Third-Party Claim is reasonably satisfactory to the Indemnified Person; and
(iii) subject to any reasonable reservation of rights, the Indemnifying
Person expressly agrees in writing to the Indemnified Person that, as between the two, the Indemnifying Person is solely
obligated to satisfy and discharge the Third-Party Claim.  If the Indemnifying Person is also a person
against whom the Third-Party Claim is made and the Indemnified Person
determines in good faith that joint representation would be inappropriate, then
the Indemnifying Person is not entitled to assume the defense of the
Third-Party Claim against the Indemnified Person.  If notice is received by an Indemnifying
Person of the assertion of any Third-Party Claim and the Indemnifying Person
does not, within ten (10) days after receipt of the notice, give notice to
the Indemnified Person of the Indemnifying Persons election to assume the
defense of the Third-Party Claim in the manner provided above, the Indemnifying
Person will be bound by any determination made relating to the Third-Party
Claim or any reasonable compromise or settlement consummated by the Indemnified
Person.  The Indemnifying Person shall
not be responsible for the attorney fees and costs of more than one Indemnified
Person regardless of the number of indemnified Persons involved in the Claim.  30


11.6.3Defense.  After notice of the Indemnifying Persons
election to assume the defense of the Third-Party Claim, (i) subject to
any reasonable reservation of rights, such assumption will conclusively
establish for purposes of this Agreement that the Claims made in that
Third-Party Claim are within the scope of and subject to indemnification; (ii) the Indemnifying Person shall not, so long as it
diligently conducts such defense, be liable to the Indemnified Person under
this Article 11 for any fees of other counsel or any other expenses
related to the defense of the Third-Party Claim subsequently incurred by the
Indemnified Person; (iii) the Indemnified Party may nevertheless
thereafter participate in the defense but at its own expense; and (iv) compromise
or settlement of the Third-Party Claims shall not be consummated by the
Indemnifying Person without the Indemnified Persons consent unless (a) there
is no finding or admission of any violation of rights of any person or
violation of any law, rule, regulation, license, permit, order, contract, or
agreement; (b) the sole relief is monetary damages that are paid in full
by the Indemnifying Person; and (c) the Indemnified Person shall have no
liability with respect to any compromise or settlement.  11.6.4Reservation of Right
to Defend.  If an Indemnified Person
determines in good faith that there is a reasonable probability that a
Third-Party Claim may adversely affect the Indemnified Person or its Affiliates
other than as monetary damages (e.g., loss,
revocation, denial, restriction or limitation of any permit, license,
accreditation or registration), the Indemnified Person may, by notice to the
Indemnifying Person, assume the exclusive right to defend, compromise or settle
the Third-Party Claim.  In such event,
the Indemnifying Person will not be obligated to pay the attorneys fees and costs
of the Indemnified Person and will not be bound by (i) any determination
of any Third-Party Claim so defended for the purposes of this Agreement or (ii) any
compromise or settlement effected without its consent, which may not be
unreasonably withheld.  11.6.5Cooperation.  With respect to any Third-Party Claim subject
to indemnification, (i) each person shall keep the other person reasonably
informed of the status of the Third-Party Claim and any related proceedings at
all stages where such person is not represented by its own counsel; (ii) each
party, at its own expense, shall render to each other such assistance as they
may reasonably require of each other and to cooperate in good faith with each
other in order to ensure the proper and adequate defense of any Third-Party
Claim; and (iii) each party shall act preserve in full (to the extent
possible) the confidentiality of all confidential information, the
attorney-client privilege, and the work-product privilege.  The cooperation includes without limitation (i) avoiding
production of confidential information (consistent with applicable law and rules of
procedure), (ii) preserving confidential communications between each
person and counsel responsible for or participating in the defense of any
Third-Party Claim, and (iii) making available for preparation for
testimony, and for testimony, the personnel of such party.  11.7Handling
Indemnification for All Other Claims. 
A request for indemnification of any Claim not involving a third party
(as set forth in Section 11.6) may be asserted pursuant to Section 11.1.  11.8Payment of
Claim.  Except as set forth in
Sections 11.2 and 11.3, and without limiting the availability of other
remedies, after determination, settlement or compromise of any Third-Party
Claim pursuant to Section 11.6 or notice pursuant to Section 11.7,
the Indemnifying  31


Party shall promptly pay
to the Indemnified Party the amount of the Claim.  The exercise in good faith of the right of
offset, as set forth in Sections 11.2 and 11.3, whether or not ultimately
determined to be justified, will not constitute an event of default or a
violation or breach of any law, rule, regulation or agreement.For purposes of calculating the amount of damages to which a party is
entitled as a result of any Claim, such representation or warranty shall not be
deemed qualified by any concept of material, materiality, material adverse
affect or other similar qualification.  11.9Acts of PVP.  The obligation of AAHA and Servco to defend,
indemnify and hold harmless the Buyer Protected Parties in connection with any Covered
Act shall not be negated by, limited by, or otherwise affected by any law,
rule, judicial decision, or otherwise that is based upon the sole, concurrent,
contributory or comparative active or passive negligence or gross negligence of
PVP, Servco or AAHA in connection with a Covered Act.  11.10Attorney Fees and
Costs.  If a dispute shall arise as
to whether either party is in default under this Agreement, the prevailing
party shall be awarded reasonable attorney fees and costs in any suit, action
or proceeding, including trial, arbitration, mediation, or appeal, as awarded
by the court, arbiter or mediator.  11.11Disputes.  If a dispute arises between the parties
regarding their rights or obligations under this Agreement, the parties shall
first attempt to settle the dispute by direct discussions.  If the dispute cannot be settled by the
parties by direct discussions, then the parties agree to endeavor to settle the
dispute in an amicable manner by mediation administered by the American
Arbitration Association under its Commercial Mediation Rules.  Thereafter, any unresolved dispute arising
from or relating to this Agreement or a breach of this Agreement shall be
resolved as provided by this Agreement and by law.  11.12Rights Cumulative.  Except as expressly provided in this
Agreement, and to the extent permitted by law, any remedies described in this
Agreement are cumulative and not alternative to any other remedies available at
law or in equity.  11.13Nonwaiver of
Remedies.  The failure or neglect of
a party to enforce any remedy available by reason of the failure of the other
party to observe or perform a term or condition set forth in this Agreement
shall not constitute a waiver of the term or condition.  A waiver by a party (i) shall not affect
any term or condition other than the one specified in the waiver, and (ii) shall
waive a specified term or condition only for the time and in a manner
specifically stated in the waiver.  11.14Governing Law,
Jurisdiction, and Venue.  This
Agreement shall be governed by Idaho law. 
Any proceeding initiated by Buyer arising out of or in connection with
this Agreement will be determined solely by the federal court sitting in the
City and County of Denver, Colorado (or, if the federal court denies
jurisdiction, the state court sitting in the City and County of Denver,
Colorado), and any proceeding initiated by AAHA or Servco arising out of or in
connection with this Agreement will be determined solely by the federal court sitting
in Ada County, Idaho (or, if the federal court denies jurisdiction, the state
court sitting in Ada County, Idaho), and the parties consent to the
jurisdiction and venue of those courts.  32


Article 12
GENERAL PROVISIONS.  12.1Press
Releases.  No party to this Agreement
shall issue any press release or make any public announcement relating to the
existence or substance of this Agreement unless (i) the party has received
the prior written agreement of Buyer, or (ii) the disclosure is required
by applicable law.  To the extent that
the Buyer is obligated to disclose any matter related to this Agreement under
state or federal securities laws, the Buyer will provide a reasonable
opportunity for AAHA and Servco to review and comment upon such disclosure and
will not unreasonably withhold its consent to any requested change to such
disclosure to the extent that such change does not cause the Buyer to fail to
satisfy its obligations under applicable law.  12.2Notices.  All notices and other communications (Notices) shall be in writing and may be
delivered (i) in person, with the date of notice being the date of
personal delivery, (ii) by United States Mail, postage prepaid for
certified or registered mail, return receipt requested, with the date of notice
being the date of the postmark on the return receipt, (iii) by fax, with
confirmation of the transmittal of the fax and a copy of the fax deposited on
the same day in the United States Mail, with the date of notice being the date
of the fax, (iv) by e-mail, with confirmation of sending of the e-mail and
a copy of the e-mail deposited on the same day in the United States Mail, with
the date of notice being the date of the e-mail, or (v) by nationally
recognized delivery service such as Federal Express, with the date of notice
being the date of delivery as shown on the confirmation provided by the
delivery service.  Notices shall be
addressed to the following addresses, or such other address as one party shall
provide the other parties:  If to Buyer:
  Jim ClearyChief Executive OfficerMWI Veterinary Supply Co.651 S. Stratford, Suite 100Meridian, Idaho 83680Fax:Email: JCleary@mwivet.comwith copy to:
  Brian C. LarsenHawley Troxell Ennis & Hawley LLP877 West Main Street, Suite 1000P.O. Box 1617Boise, Idaho 83702Fax: (208) 342-3829Email: blar@hteh.comIf to AAHA or Servco:
  John Albers, DVMExecutive DirectorAmerican Animal Hospital Association12575 W. Bayaud Ave.Lakewood, Colorado, 80228Fax: (303) 986-1700Email: john.albers@aahanet.org  33


with copy to:
  William E. WaltersKelly Garnsey Hubbell & Lass
  LLC1441 18th Street,
  Suite 300Denver, CO 80202-1225Fax: (303) 293-8705Email: bwalters@kghllaw.comand another copy to:
  James F. WoodSherman & Howard L.L.C.633 17th Street,
  Suite 3000Denver, CO 80202Fax: (303) 298-0940Email: jwood@sah.com  12.3Payment of
Expenses.  Buyer and AAHA shall each
pay their own fees and expenses, including fees and expenses of their
respective attorneys, accountants, advisors, agents and other representatives,
incidental to the preparation and performance of  this Agreement.  12.4Time of
the Essence.  Time is of the essence
with respect to the obligations to be performed under this Agreement.  12.5Entire
Agreement.  All Schedules to this
Agreement constitute a part of this Agreement. 
This Agreement, together with the accompanying Schedules, constitutes
the entire, completely integrated agreement among the parties and supersedes
all prior memoranda, correspondence, conversations and negotiations.  12.6Disclosures.  The parties shall make various disclosures in
this Agreement and in various schedules to this Agreement.  The schedules are bound in a separate volume
entitled Disclosure Schedules for Asset Purchase Agreement Between MWI
Veterinary Supply Co. as Buyer and AAHA Services Corporation and American
Animal Hospital Association (Disclosure
Schedules) and are incorporated into this Agreement.  A qualification or exception to any
representation, warranty, or covenant contained in this Agreement shall not be
construed as a qualification or exception to any other representation,
warranty, or covenant contained in this Agreement unless the qualification or
exception expressly refers to the other representation, warranty, or covenant
or unless the applicability of such qualification or exception to another
representation, warranty, or covenant is readily apparent on the face of such
qualification or exception.  12.7Severability.  The invalidity of any portion of this
Agreement shall not affect the validity of any other portion of this
Agreement.  If the invalidity or
unenforceability is due to the unreasonableness of time or geographical
restrictions, the restrictions shall be effective for the period of time and
area as a court may determine to be reasonable.  34


12.8Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.  Article 13
SIGNATURES  AMERICAN ANIMAL HOSPITAL ASSOCIATIONDate: July 1, 2008
  By:
  /s/ John Albers, DVMJohn Albers, DVMIts: Executive DirectorAAHA SERVICES CORPORATIONDate: July 1, 2008
  By:
  /s/ John Albers, DVMJohn Albers, DVMIts: Chief Executive OfficerMWI VETERINARY SUPPLY CO.Date: July 1, 2008
  By:
  /s/ Jim ClearyJim ClearyIts: Chief Executive Officer  35