**E**xhibit 4.1

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**MWIVETERINARY SUPPLY CO.**

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**NON-DISCLOSUREAND NON-COMPETITION  AGREEMENTWITHJOHN FRANCIS**

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Pursuant to the offer letterdated September 10, 2006, and the compensation stated therein, effective September 28,2006, John Francis (“**Employee**”), andMWI Veterinary Supply Co., an Idaho corporation (the “**Company**”), as part of Employee’s employmentwith the Company  agree as follows:

 

# **ARTICLE 1.FAIR COMPETITION COVENANTS**

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**1.1**          **Noncompetition Covenant**.  Employee agrees that Employee will not, directlyor indirectly, during the term of Employee’s employment with the Company andfor one year following the termination (for any reason) of Employee’semployment with the Company (the “**NoncompetePeriod**”), compete, either directly or indirectly, with the Companyin the sale, marketing, distribution, warehousing, manufacturing, fabricationor shipping of animal health products for the customers of the Company.  Competition includes owning an interest in orbeing employed by, acting as a consultant to, or otherwise participating,associating, rendering services to, or engaging in, a proprietorship,partnership, corporation, limited liability company, or other entity ororganization, or a business unit, division, subsidiary, or other component ofsuch an entity or organization in any business that the Company conducts or hasspecific plans to conduct as of the date the employment of Employee isterminated.  Nothing herein shallprohibit Employee from being a passive investor of not more than 5% of theoutstanding stock of any class of capital stock of a corporation which ispublicly traded, so long as Employee has no active participation in thebusiness of such corporation.

 

**1.2**          **Nonsolicitation Covenant**.  During the Noncompete Period, Employee shallnot, directly or indirectly through another entity, (i) induce or attemptto induce any employee of the Company or any Affiliate to leave the employmentof the Company or such Affiliate, or in any way interfere with the relationshipbetween the Company or any Affiliate and any employee thereof, (ii) hireany person who was an employee of the Company or any Affiliate at any timeduring the Employee’s employment or (iii) induce or attempt to induce anycustomer, supplier, licensee, licensor, franchisee or other business relationof the Company or any Affiliate to cease doing business with the Company orsuch Affiliate, or in any way interfere with the relationship between any suchcustomer, supplier, licensee, licensor, franchisee or business relation and theCompany or any Affiliate.

 

**1.3**          **Nondisparagement Covenant**.  Employee shall not make statements injuriousto the business reputation or good will of the Company or any of the members ofits board, its officers or employees.

 

**1.4**          **Breach of Covenants**.  If, at the time of enforcement of Sections1.1, 1.2, and 1.3 of this Agreement, a court holds that the restrictions statedherein are unreasonable under circumstances then existing, the parties heretoagree that the maximum period, scope or geographical area reasonable under suchcircumstances shall be substituted for the stated 

 

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period,scope or area.  Because Employee’sservices are unique and because Employee has access to Confidential Informationand Work Product, the parties hereto agree that money damages would not be anadequate remedy for any breach of this Agreement.  Therefore, in the event a breach orthreatened breach of this Agreement, the Company or its successors or assignsmay, in addition to other rights and remedies existing in their favor, apply toany court of competent jurisdiction for specific performance and/or injunctiveor other relief in order to enforce, or prevent any violations of, theprovisions hereof (without posting a bond or other security).  In addition, in the event of an allegedbreach or violation by Employee of Sections 1.1, 1.2, and 1.3, the NoncompetePeriod shall be tolled until such breach or violation has been duly cured.  Employee agrees that the restrictionscontained in Sections 1.1, 1.2, and 1.3 are reasonable.

 

**1.5**          **Noncompetition Payment.**  If Employee’s employment with the Company isterminated, other than by (i) the Company for Cause, or (ii) pursuantto a voluntary termination by Employee which is not within 90 days of a GoodReason Event, then the Company shall continue to pay Employee at a rate equalto Employee’s base salary at the time of such termination for theNoncompetition Period, provided that such payments shall be made pursuant tothe Company’s normal payroll practices and shall be subject to any required orauthorized withholding and declarations. Notwithstanding the foregoing, the Company shall not be obligated tomake such noncompetition payments if the Company gives Employee written notice,within 15 days after the date of the termination of employment, that the Companyhas elected to waive the provisions of Section 1.1 hereof and thus not paythe noncompetition payment described above.

 

## **1.6          Definitions.**

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**1.6.1**               **“Cause”**  means (i) the continued failure byEmployee to perform duties as reasonably directed by the Employee’s supervisorof the Company which such failure continues for ten days after written noticeof such failure provided to Employee, (ii) willful misconduct by Employeein the performance of Employee’s duties, (iii) gross negligence byEmployee in the performance of Employee’s duties which materially harms theCompany, (iv) Employee’s commission of a felony or other offense involvingdishonesty toward the Company or its subsidiaries or moral turpitude, or (v) anybreach by Employee of Employee’s obligations set forth in Sections 1.1, 1.2,and 1.3.

 

**1.6.2**               **“Confidential Information”** includes, but is not limited to,any information relating to organizational structure, personnel data, marketingphilosophy and objectives, project plans, business strategies, businessinitiatives, trade secrets, system design, methodologies, processes,competitive advantages and disadvantages, financial information and results,audit reports and materials related to same, marketing strategies, businessplans, systems, operations, technology, existing or potential customer listsand addresses, product development, advertising or sales programs, and anyother information which would give the Company or any Affiliate an opportunityto obtain an advantage over its competitors or which the Company or anyAffiliate is ethically obligated to protect from unauthorized sources.  Confidential Information shall not include (i) suchinformation that is otherwise available to the Employee from a source otherthan the Company, (ii) such information that becomes generally known toand available for use by the public other than as a result of Employee’s actsor omissions, or (iii) disclosure of such information is required by law.

 

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**1.6.3**               **“Good ReasonEvent”**  means (i) relocationof Employee out of Idaho, or (ii) a material reduction by the Company ofEmployee’s employment responsibilities or compensation.

 

**1.6.4**               **“WorkProduct”**  means allinventions, innovations, improvements, developments, methods, designs,analyses, drawings, reports and all similar or related information (whether ornot patentable) which relate to the Company’s or any of its Affiliates’ actualor anticipated business, research and development of existing or futureproducts or services and which are conceived, developed or made by Employeewhile employed by the Company and its Affiliates.

 

**1.7**          **Not An Employment Contract**.  Employee agrees that this Agreement is not anemployment contract for any particular term and that Employee has the right toresign and the Company has the right to terminate Employee’s employment atwill, at any time, for any or no reason, with or without cause.

 

## **1.8          Certification.             By his signature below,Employee hereby certifies to the Company that he is not currently subject toany noncompetition or similar covenant with any previous employer or otherthird party that would prevent him from accepting employment with the Company.**

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# **ARTICLE 2.INTERPRETATION**

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**2.1**          **Governing Law andAmendments.  The laws of the State ofIdaho shall govern the interpretation and enforcement of this Agreement**.  This Agreement may be amended, and any termof this Agreement may be waived, only by a written agreement signed by Employeeand the President of the Company.

 

**2.2**          **Nonwaiver of Remedies**  The failure or neglect of a party to enforceany remedy available by reason of the failure of another party to observe orperform a term or condition set forth in this Agreement shall not constitute awaiver of the term or condition.  Awaiver by a party (i) shall not affect any term or condition other thanthe ones specified in the waiver, (ii) shall waive a specified term orcondition only for the time and in the manner specifically stated in thewaiver, and (iii) shall waive a specified term or condition only for theparties expressly named in the waiver and no other parties.

 

**2.3**          **EntireAgreement**.  ThisAgreement constitutes the full and entireunderstanding and agreement between the parties regarding the subject matter ofthis Agreement.

 
|                           | **EMPLOYEE**                                            |
|--------------------------------|---------------------------------------------------------|
|                           | ** **                                              |
|                           |                                                    |
| Dated: September 28, 2006 | /s/ John J. Francis                                     |
|                           | John Francis, Vice President & General Manager |

 

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|                                 | **MWI VETERINARY SUPPLY CO.** |
|--------------------------------------|-------------------------------|
|                                 | ** **                    |
|                                 |                          |
| Dated:  September 28, 2006 | By:                           | /s/ Jim Cleary |
|                                 |                          | Jim Cleary, President & CEO |
|                                 |                          |

 

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