**Exhibit10.2**

**AGREEMENTFOR PRODUCT PURCHASES**

THIS AGREEMENT forProduct Purchases (this “**Agreement**”),executed as of this 1st day of December, 2006, is made by and betweenMWI Veterinary Supply Co., located at 651 S. Stratford Dr., Suite 100,Meridian, ID 83642 (“**MWI**”) andMedical Management International, Inc., dba Banfield, The Pet Hospital®,located 8000 NE Tillamook Street, Portland, OR 97213 (“**Banfield**”).  Theparties agree to the following:

# **1.****                                      ProductPricing.**

MWI will invoiceproducts to Banfield at prices equal to MWI’s ** or **, whichever is lower.  MWI’s ** is the ** for each particularproduct based on all of the ** for each particular product and the related **of each ** from the **.  As an example,for Product A if MWI has **, and MWI ** units ** $**, ** units ** $** and **,then MWI’s ** would equal **.

# **2.****                                      SpecialInventory Provision.**

In the event thatBanfield should stop purchasing or convert away from any inventory items thatare Banfield branded or that are otherwise unique to Banfield, Banfield agreesto purchase or cause the respective manufacturer to restock MWI’s remaininginventory of these products with no penalty to MWI.  MWI will provide to Banfield each ** a reportlisting all items that are stocked exclusively for Banfield, including on-handquantities. MWI will not hold Banfield responsible for items stocked that arealso sold to MWI’s core customers in sufficient quantities such that the excessinventory could be sold by MWI within **.

# **3.****                                      Freight.**

On all sales,title and risk of loss will pass upon delivery of the goods to the Banfieldhospital or other destination.  MWI willmake arrangements for transportation of all goods to the ordering hospital bycarriers approved by Banfield.  ** willpay the carriers.  All goods will be shippedby next-day ground transportation if available from an MWIwarehouse.  If next-day groundtransportation is not available, MWI will utilize such alternative as isapproved by Banfield.  MWI will chargeBanfield freight expense ** for merchandise shipped by MWI.  The **, will be equal to the **.  Actual freight costs will include ** (basedon the maintenance of at least ** by MWI); and will reflect the ** by MWI;provided, however, that ** will be included to the extent they result from **by a mode of transportation or carrier other than those specified above withoutthe approval of Banfield.  Banfield andMWI will develop a plan to limit shipments from MWI secondary warehouses to thegreatest extent possible in order to reduce the related freight expense.  MWI will maintain complete records of allfreight costs and will make such records available for audit by Banfield at anytime upon no less than 72 hours prior written notice from Banfield.  MWI and Banfield will regularly reviewfreight companies, contracts, delivery methods and processes in an effort toreduce delivery costs to Banfield.

# **4.****                                      PaymentTerms.**

MWI will extendpayment terms to Banfield of net ** from invoice date.  When using the consolidated invoice download,the invoice date will be considered to be the date of the

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consolidatedinvoice weekly report.  Banfield mayprepay for purchases by issuing a payment to MWI for approximately ** daysof purchases.  **.  **.   Banfieldand MWI will review and true up Banfield’s account once each month by anadditional payment from Banfield if the prepayment was less than the actualinvoice total and by a refund to Banfield if the prepayment exceeded the actualinvoice total.  Banfield also agrees to makeall payments via electronic funds transfer.

# **5.****                                      ProvisionsRegarding Delivery.**

Unless otherwiserequested by Banfield, all orders other than opening orders and resets will bedelivered directly to the ordering hospital. ** hospital orders will be transmitted to MWI on ** ** and deliverieswill be made on **, if next day ground transportation is available, otherwiseon **.  MWI will send to Banfield each **a report listing hospitals that did not submit ** orders on schedule.  In order to ensure that orders are properlyreceived by the hospitals (e.g. that goods requiring refrigeration are promptlyplaced into a refrigerator), MWI will be responsible for seeing that all orders(other than the opening order) are delivered when the hospital is open and ahospital team member is available to receive the order, provided that MWI isgiven the current operating hours for all such hospitals on a current basis.  In order to permit Banfield to schedule theactivities of its opening team, MWI will be responsible for seeing that openingorders are delivered on or before the date specified by Banfield, provided suchdate is specified no less than ** business days in advance.

MWI will use itsreasonable best efforts to ship products with no less than ** remaining before theexpiration or “out-of-code” date on any product, and will not in any case shipproducts with less than ** dating on any “new-hospital opening” order.

MWI will, within**business days of each month-end, provide to Banfield the **.

# **6.****                                      **.**

**.

# **7.****                                      Term.**

This Agreementshall be effective December 1, 2006 through November 30, 2009 (the “**Initial Term**”).  Duringthe final 90 days of the Initial Term, MWI and Banfield will analyze the fiscalresults of the prior three years and agree upon any revisions to the pricing orother aspects of this Agreement (the “**Review Period**”).  During this time, Banfield and MWI willdiscuss and assess options to reduce costs to Banfield.  If the parties reach agreement in writingupon any adjustment to pricing or other provisions of this Agreement during theReview Period, then the term of this Agreement will continue for an additional 12months from the end of the Initial Term. If, before or during the first 30 days of the Review Period either partycommunicates a concern or required revision in writing and a resolution is notachieved to the mutual satisfaction of both parties during the Review Period,this Agreement shall terminate at the end of the Initial Term.  If no such communications are set forth inwriting, before or during the first 30 days of the Review Period, this Agreementwill automatically renew for an additional 12 months from

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the end of the InitialTerm.  This process will continue yearafter year, unless MWI and Banfield cannot reach agreement during any ReviewPeriod.

# **8.****                                      Termination.**

Notwithstandinganything in Section 7 hereof, either party may terminate this Agreement at anytime, whether during or after the Initial Term, with or without cause, providedthat Banfield will give MWI at least one hundred fifty (150) days prior writtennotice if Banfield elects to terminate and MWI will give Banfield at least onehundred fifty (150) days prior written notice if MWI elects to terminate.  Upon termination of this Agreement, any andall rights and obligations of the parties under this Agreement will terminate,provided that all rights, obligations or liabilities accrued hereunder prior totermination, and all rights or obligations which by their nature or expressduration extend beyond the termination of this Agreement, will survivetermination and continue in effect indefinitely or for that express duration.

# **9.****                                      Disclaimerand Limitation of Warranties and Remedies.**

## **9.1****                               LimitedWarranty.**  There are nowarranties that extend beyond the description on the face of this limitedwarranty.  MWI makes no warranties eitherexpress or implied regarding title, quality or conformity of the products,including without limitation no implied warranty of merchantability, no impliedwarranty of fitness for a particular purpose, and no implied warranty arisingfrom any course of dealing, usage of trade or advertising, except the followingexpress warranties with respect to all goods sold by MWI and paid for byBanfield:  (1) the title conveyed isgood, and its transfer rightful, (2) the products shall be delivered freeof any security interest, lien or encumbrance, (3) the products deliveredwill conform to the description, grade and condition of the products invoiced, and(4) all products will be free and clear of any defects arising from thefailure of MWI to properly handle and store such products or from any othercause while such products are in MWI’s possession or control or in thepossession or control of any carrier transporting the goods from MWI toBanfield.

## **9.2****                               Remedies.**  Banfield’s exclusive remedy for breach ofwarranty is to return the products (at MWI’s expense) for refund of thepurchase price, or repair or replacement of the nonconforming products.  MWI has the exclusive right to select theremedy.  Neither party shall have any liabilityto the other for incidental, consequential, exemplary, or punitive damages.

## **9.3****                               Manufacturer’sWarranty.**  The manufacturer ofthe products may provide its own warranty. All such warranties will be passed on to Banfield to the fullest extentallowed.  MWI does not represent orwarrant the existence or scope of manufacturer’s warranty.

# **10.****                               ConfidentialInformation.**

Except for anydisclosure required by law, each party agrees to retain all confidentialinformation received from the other party in confidence, not to disclose anysuch information to any other person, and not to use any such information forits own benefit, to the other party’s detriment or for any purpose other thanin furtherance of this Agreement.  Allinformation which either party and any of its agents receives at any time from theother party or any of its agents shall be deemed confidential and subject tothe provisions of this Section 10, whether the information

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shall be receivedorally, in writing, visually, by inspection of documents, products orprocesses, by electronic transmission, or in any other form or manner,excepting only information which the recipient establishes was generallyavailable to the public at the time of disclosure or subsequently becamegenerally available to the public other than as a result, directly orindirectly, of disclosure by the recipient or its agents.  Information shall be confidential and shallbe subject to this Section 10 whether or not it is marked or designated “confidential”at the time of disclosure. Notwithstanding the provisions above, the recipient may discloseconfidential information to its agents only to the limited extent necessary tocarry out this Agreement and maintain the business relationship.  The recipient shall be fully responsible forany use or disclosure of confidential information by any of its agents inviolation of this Section 10.

# **11.****                               ReturnGoods Policy.**

As a channel ofdistribution, MWI generally follows the Return Goods Policy of eachmanufacturer whose goods MWI distributes. If products are ordered in error by a Banfield Hospital, they may bereturned, if in saleable condition, without penalty.  In most instances, such product can bereturned via commercial carrier with the freight cost paid by Banfield.  If products are shipped in error by MWI, theymay be returned without penalty, MWI will pay the freight costs.

# **12.****                               ForceMajeure.**

In the event MWIshall be unable or fail at any time to supply, or Banfield shall be unable orfail at any time to take and purchase, any product to be sold and purchasedhereunder in consequence of fire, explosion, accident, earthquake, flood,drought, embargo, war (whether or not declared), riot, terrorist attack, governmentalact, delay or failure of carriers, Acts of God, or any other contingency ordelay or failure or cause beyond the control of the party affected, excludingeconomic conditions affecting either party, MWI shall not be liable to Banfieldfor failure to supply the product, nor shall Banfield be liable to MWI forfailure to take or purchase the product, during the period of such disabilityor failure.

# **13.****                               Notices.**

Any notice ordemand given by either party to the other shall be in writing and shall be sentby courier, certified mail, postage prepaid, return receipt requested, or fax,addressed as follows:
| If to MWI:      |   | 651 S. Stratford Drive, Suite 100 |   | If to Banfield: |   | 8000 NE Tillamook Street            |
|-----------------|--------|-----------------------------------|--------|-----------------|--------|-------------------------------------|
|            |   | Meridian, ID 83642                |   |            |   | Portland, OR 97213                  |
|            |   | Attn: Director, Banfield Accounts |   |            |   | Attn: Senior Director of Purchasing |
|            |   | Fax: 208-955-8999                 |   |            |   | Fax: 503-922-6147                   |
|            |   |                              |   |            |   |                                |
| With a copy to: |   | 651 S. Stratford Drive            |   | With a copy to: |   | Banfield, The Pet Hospital          |
|            |   | Suite 100                         |   |            |   | 8000 NE Tillamook Street            |
|            |   | Meridian, ID 83642                |   |            |   | Portland, OR 97213                  |
|            |   | Attn: President                   |   |            |   | Attn: Legal Counsel                 |
|            |   | Fax: 208-955-8999                 |   |            |   | Fax: 503-922-6112                   |

 

Notice sent bycourier shall be deemed effective upon delivery.  Notice sent by certified mail shall be deemedeffective on the third business day after its deposit in the U.S. mail.  Notice sent

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by fax shall be deemedeffective upon machine confirmation of receipt. Either party may by written notice change its address for purposes ofthis Agreement.

# **14.****                               EntireAgreement and Modifications.**

This Agreementconstitutes the entire agreement and understanding of the parties andsupersedes any prior agreements and understandings between the parties withrespect to the specific subject matter hereof.  This Agreement cannot be modified except inwriting signed by both parties.  Furthermore,MWI and Banfield agree that the waiver of the breach of any term or conditionof this Agreement shall not be deemed to constitute the waiver of anysubsequent breach of the same or any other term or condition.

# **15.****                               GoverningLaw.**

This Agreementshall be governed by, interpreted, construed, and the respective rights of theparties hereto determined and all claims and disputes, whether in tort,contract or otherwise, resolved according to the laws of the State of Oregonnotwithstanding any conflict of law principles to the contrary.  Any proceeding initiated by MWI arising out ofor in connection with this Agreement will be determined solely by a state orfederal court in Multnomah County, Oregon, and any proceeding initiated byBanfield arising out of or in connection with this Agreement will be determinedfully by a state or federal court located in Ada County, Idaho, and the partiesconsent to the jurisdiction of those courts.

# **16.****                               Successorsand Assignment.**

All of the termsand provisions of this Agreement will be binding on and inure to the benefit ofthe parties and their respective successors and assigns.  Neither party may assign, delegate nortransfer to third parties its rights or obligations hereunder without the priorwritten consent of the other party.

# **17.****                               CounterpartSignatures.**

This Agreement maybe executed in counterparts, each of which will be deemed an original but allof which will constitute one and the same instrument.

# **18.****                               Insurance.**

MWI will at alltimes maintain insurance in an amount equal to at least the replacement cost ofall Banfield property held directly or indirectly by MWI.  MWI will provide Banfield with a certificateof insurance naming Banfield as an additional insured with respect to suchcoverage.  Specifically, the certificateshould reference “Property of Others” with the limits and deductibles stated.

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Inwitness whereof, the parties have executed this Agreement as of the date firstwritten above.
| **MEDICAL MANAGEMENT**   | ** **                 | **MWI VETERINARY SUPPLY CO.** |
|--------------------------|----------------------------|-------------------------------|
| **INTERNATIONAL,  INC.** |                       |                          |
| ** **               |                       |                          |
|                     |                       |                          |
| By                       | /s/ John Payne             |                          |   | By | /s/ Jim Cleary |   |
|                     | John Payne                 |                          |   | Jim Cleary |
|                     | Sr. Vice President         |                          |   | President &  CEO |
|                     | Practice Development       |                          |   |   |
|                     |                       |                          |
|                     |                       |                          |
| By                       | /s/ Bob Rusunen            |                          |   | By | /s/ Jim Ross |   |
|                     | Bob Rusunen                |                          |   | Jim Ross |
|                     | Sr. Director of Purchasing |                          |   | Director |
|                     |                       |                          |   | Business  Development, Banfield |

 

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