**Exhibit 10.1**

**AGREEMENT FOR LOGISTICSSERVICES**

ThisAgreement for Logistics Services (this “**Agreement**”),executed as of this 1st day of December, 2006, is made by and between MWIVeterinary Supply Co., located at 651 S. Stratford Drive, Suite 100, Meridian,ID 83642 (“**MWI**”), and Medical ManagementInternational, Inc., dba Banfield, The Pet Hospital, located at 8000 NETillamook Street, Portland, OR 97213 (“**Banfield**”).  The parties agree to the following:

1.                                       **LogisticsFees****.**  Banfield andMWI have agreed upon the following logistics fees to be paid by Banfield forservices performed by MWI in accordance with this Agreement (the “**Logistics Fees**” and each, a “**LogisticsFee**”).  The respectiveLogistics Fees will be payable in the circumstances described for each feebelow.  The amount of each Logistics Feeas stated below is per **.  No more thanone Logistics Fee will be payable on any **.
| Order Type                                                                                                 | ** ** | **Logistics  Fee** | ** ** | **Functions Performed by MWI** |
|------------------------------------------------------------------------------------------------------------|------------|--------------------|------------|--------------------------------|
|                                                                                                       |       |               |       |                           |
| MWI Inventory                                                                                              |       | $**                |       | Order  processing; warehouse;  |
| (order fulfilled from  MWI-owned general inventory at MWI warehouse)                                       |       |               |       | collection                     |
|                                                                                                       |       |               |       |                           |
| Toll Warehouse                                                                                             |       | $**                |       | Order  processing; warehouse;  |
| (order fulfilled from  MWI-owned inventory stocked exclusively for Banfield at MWI warehouse)              |       |               |       | collection                     |
|                                                                                                       |       |               |       |                           |
| Consignment (**)                                                                                           |       | $**                |       | Order  processing; warehouse   |
| (order fulfilled from  inventory owned by Banfield or a third party, and held by MWI at an MWI  warehouse) |       |               |       |                           |
|                                                                                                       |       |               |       |                           |
| Drop Shipments                                                                                             |       | $**                |       | Order  processing; collection  |
| (order fulfilled by direct  shipment from manufacturer or supplier to Banfield, with payment to MWI)       |       |               |       |                           |
|                                                                                                       |       |               |       |                           |
| Pass-Through                                                                                               |       | $**                |       | Order processing               |
| (order fulfilled directly by  manufacturer or supplier who bills and collects directly from Banfield)      |       |               |       |                           |
|                                                                                                       |       |               |       |                           |
| Credits                                                                                                    |       | $**                |       | Order  processing; warehouse;  |
| (applies when Banfield  returns products for reasons other than MWI mis-shipment)                          |       |               |       | collection                     |

 

TheLogistics Fees will be invoiced and paid in accordance with Section 3below.  The Logistics Fees will not besubject to adjustment without the mutual written agreement of Banfield andMWI.  The above Logistic Fee pricingassumes that MWI will provide the applicable logistics functions, as set forthin the above schedule, for all existing Banfield practice-owned hospitals andany new practice-owned hospitals that will be opened during the term of thisAgreement.  Such pricing also assumesthat Banfield will make reasonable efforts to have Charter Practices utilizeMWI for all such functions.  Orders byBanfield practice-owned and Charter Practice hospitals will be entered viaBanfieldDirect.com, Oracle I Procurement, or some other electronic

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means.  For purposes of this Agreement, “practice-owned”means those hospitals owned and operated directly by MMI or owned and operatedby A Caring Doctor, P.C.; A Caring Doctor (Minnesota), P.A.; A Caring Doctor(New Jersey), P.C.; A Caring Doctor (North Carolina), P.C.; or A Caring Doctor(Texas), P.C.

2.                                       **OpeningOrder Fees and Hospital Reset Fees****.**  There will be a $** fee for the specialservice requirements related to the initial order for the opening of afull-service hospital, and a $**fee for an order for a hospital reset orrefurbishment with no additional Logistics Fees (other than those stated inthis agreement) in either case.  However,when Banfield team members enter orders into BanfieldDirect.com or Oracle IProcurement and the orders do not require special staging in an MWI warehouse,then these special fees shall not apply to opening orders, resets andrefurbishments and the regular Logistics Fees will apply.

3.                                       **PaymentTerms****.**  MWI willextend payment terms to Banfield of ** days from invoice date.  When using the consolidated invoice download,the invoice date will be considered to be the date of the consolidated invoice weekly report.  Banfield may prepay for purchases by issuinga payment to MWI for approximately ** days of Banfield’s estimatedpurchases.  **.  **. Banfield and MWI will review and true up Banfield’s account once eachmonth by an additional payment from Banfield if the prepayment was less thanthe actual invoice total and by a refund to Banfield if the prepayment exceededthe actual invoice total.  Banfieldagrees to make all payments via electronic funds transfer.

4.                                       **On-SiteTraining****.**  MWI will, at no cost to Banfield, provideongoing training at the direction of Banfield’s Senior Director of Purchasingto Banfield team members regarding systems and procedures for hospital orderingand inventory management.

5.                                       **Ordering****.**  MWI, to Banfield’s specifications, hasdeveloped and will continue to maintain, at MWI’s expense, the Internet basedorder entry system BanfieldDirect.com. Banfield may use this system or Oracle I-procurement as its primarymethod of entering ** supply orders for its hospitals.  ** orders will be placed, at the direction ofBanfield’s Purchasing team, ** each week for processing ** and shipment **,except in cases of holidays, when shipments can be ** of the week.

6.                                       **ShippingErrors****.**  In the event that MWI makes a shipping error,i.e., shipping a product not ordered or shipping a quantity of product not asordered, MWI will not charge Banfield for the logistics fee and applicablefreight related to the incorrect shipment. When a call is received from a hospital and it is determined that therehas been a shipping error, MWI’s Banfield support team will re-enter an orderto ship the correct product, and at that time will issue a credit to thehospital for the logistics fee and freight relating to the incorrect shipment,and will also issue a credit for the logistics fee and freight that will beassessed when the incorrect product is returned.

7.                                       **Supply****.**  MWI realizes that Banfield relies upon MWI asBanfield’s sole-source distributor for most products and will therefore programits inventory system to stock the highest service level available for allproducts on the Banfield formulary. Unless MWI and Banfield otherwise agree in writing, the “highest servicelevel available” means, for each product listed in Exhibit A attached hereto(as such exhibit may be amended from time to time by mutual written agreementof MWI and Banfield) at each of MWI’s regional warehouses, a **-day supplybased on Banfield’s estimated rolling average requirements for such product insuch region over the coming ** months. Banfield will be provided prompt notification whenever any productlisted in Exhibit A falls below a ** day supply at any warehouse andsuch deficiency is not cured within ** calendar days.  In addition MWI will stock a **-day supply ofall ** products at all times, barring delivery problems from **.  Banfield branded items and other inventoryitems unique to Banfield will be segregated and maintained in a specialBanfield “virtual warehouse” at each of MWI’s regional facilities wherejustified by usage and economics and be made available only to Banfield.

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8.                                       **CharterHospitals****.**  MWI will offer its services and products toeach Banfield Charter Practice hospital on the terms described in thisAgreement and the Agreement for Product Purchases.  Banfield will use all reasonable efforts toencourage Charter hospitals to (1) order all of their products through MWI and(2) maintain confidentiality regarding terms on which MWI’s services areprovided.  MWI will use all reasonableefforts to encourage Charter hospitals to utilize the BanfieldDirect.com orderingsystem or Oracle I–procurement rather than the MWIVET.com ordering system.  MWI will provide to Banfield each month areport listing products purchased from MWI by Charter Hospitals that werepurchased outside the Banfield purchasing system.

9.                                       **InternetReliability Report****.**  MWI will provide to Banfield, each month, anInternet reliability report showing total up-time and down-time as percentageson the days Banfield places orders (**), and listing of any problems that haveoccurred during the month which may have resulted in customer inconvenience.

10.                                 **Term****.**  This Agreement shall be effective for aninitial term of December 1, 2006 through November 30, 2009 (the “Initial Term”).  During the final 90 days of the Initial Term,MWI and Banfield will analyze the fiscal results of the prior three years andagree upon any revisions to the Logistics Fee pricing or other aspects of thisAgreement (the “Review Period”).  Duringthis time Banfield and MWI will discuss and assess options to reduce costs toBanfield.  If the parties reach agreementin writing upon any adjustments to pricing or other provision of this Agreementduring the Review Period, then the term of this Agreement will continue for anadditional 12 months from the end of the Initial Term.  If, before or during the first 30 days of theReview Period either party communicates a concern or required revision inwriting and a resolution is not achieved to the mutual satisfaction of bothparties during the Review Period, this Agreement shall terminate at the end ofthe Initial Term.  If no suchcommunications are set forth in writing before or during the first 30 days ofthe Review Period, this Agreement will automatically renew for an additional 12months from the end of the Initial Term. This process will continue year after year, unless MWI and Banfieldcannot reach agreement during any Review Period.

11.                                 **Termination****.**  Notwithstanding anything in Section 10hereof, either party may terminate this Agreement at any time, whether duringor after the Initial Term, with or without cause, provided that Banfield willgive MWI at least one hundred fifty (150) days prior written notice if Banfieldelects to terminate and MWI will give Banfield at least one hundred 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.

12.                                 **ConfidentialInformation****.**  Except for any disclosure required by law,each party agrees to retain all confidential information received from theother party in confidence, not to disclose any such information to any otherperson, and not to use any such information for its own benefit, to the otherparty’s detriment or for any purpose other than in furtherance of thisAgreement.  All information which eitherparty and any of its agents receives at any time from the other party or any ofits agents shall be deemed confidential and subject to the provisions of thisSection 12, whether the information shall be received orally, in writing,visually, by inspection of documents, products or processes, by electronictransmission, or in any other form or manner, excepting only information whichthe recipient establishes was generally available to the public at the time ofdisclosure or subsequently became generally available to the public other thanas a result, directly or indirectly, of disclosure by the recipient or itsagents.  Information shall beconfidential and shall be subject to this Section 12 whether or not it ismarked or designated “confidential” at the time of disclosure.  Notwithstanding the provisions above, therecipient may disclose confidential information to its agents only to thelimited extent necessary to carry out this Agreement and maintain the businessrelationship.  The recipient shall befully

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responsible for any use ordisclosure of confidential information by any of its agents in violation ofthis Section 12.

13.                                 **ForceMajeure****.**  In the event MWI shall be unable or fail atany time to supply, or Banfield shall be unable or fail at any time to take andpurchase, any product to be sold and purchased hereunder in consequence offire, explosion, accident, earthquake, flood, drought, embargo, war (whether ornot declared), riot, terrorist attack, governmental act, delay or failure ofcarriers, Acts of God, or any other contingency or delay or failure or causebeyond the control of the party affected, excluding economic conditionsaffecting either party, MWI shall not be liable to Banfield for failure tosupply the product, nor shall Banfield be liable to MWI for failure to take orpurchase the product, during the period of such disability or failure.

14.                                 **Notices****.**  Any notice or demand given by either party tothe other shall be in writing and shall be sent by courier, certified mail,postage prepaid, return receipt requested, or fax, addressed as follows:
| If to MWI:      |   | 651 S. Stratford Drive,             |   | If to Banfield: |   |                          |
|-----------------|--------|-------------------------------------|--------|-----------------|--------|-------------------------------|
|            |   |                                |   |            |   | 8000 NE Tillamook Street      |
|            |   | Suite 100                           |   |            |   | Portland, OR 97213            |
|            |   | Meridian, ID 83642                  |   |            |   | Attn: Senior Director of      |
|            |   | Attn: Director, Banfield   Accounts |   |            |   | Purchasing  Fax: 503-922-6147 |
|            |   | Fax: 208-955-8999                   |   |            |   |                          |
|            |   |                                |   |            |   |                          |
| 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             |

 

Noticesent by courier 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 by fax shall be deemed effectiveupon machine confirmation of receipt. Either party may by written notice change its address for purposes ofthis Agreement.

15.                                 **EntireAgreement, Modifications and Waiver****. **This Agreement constitutes the entire agreement and understanding ofthe parties and supersedes any prior agreements and understandings between theparties with respect to the specific subject matter hereof.  This Agreement cannot be modified except inwriting signed by both parties.  Nowaiver of any term or condition of this Agreement shall be deemed to be awaiver of any other provision hereof, nor shall such waiver constitute acontinuing waiver, and no waiver shall be binding unless executed in writing bythe party making the waiver.

16.                                 **GoverningLaw****.**  ThisAgreement shall be governed by, interpreted, construed, and the respectiverights of the parties hereto determined and all claims and disputes, whether intort, contract or otherwise, resolved according to the laws of the State ofOregon notwithstanding any conflict of law principles to the contrary.  Any proceeding initiated by MWI arising outof or 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 determinedsolely by a state or federal court located in Ada County, Idaho, and theparties consent to the jurisdiction and venue of those courts.

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17.                                 **Successorsand Assignment****.**  All of the terms and provisions of thisAgreement will be binding on and inure to the benefit of the parties and theirrespective successors and assigns. Neither party may assign, delegate or transfer to third parties itsrights or obligations hereunder without the prior written consent of the otherparty.

18.                                 **AttorneyFees****.**  In the eventof any legal proceeding arising out of or in connection with this Agreement orthe services provided for herein, or arising with respect to one of theparties, including but not limited to arbitrations, bankruptcy andreorganization proceedings and appeals, the prevailing party will be entitledto recover from the other party its costs, disbursements and reasonableattorney fees as determined by the court, arbitrator or other presidingofficial.

19.                                 **CounterpartSignatures****.**  This Agreement may be executed incounterparts, each of which will be deemed an original but all of which willconstitute one and the same instrument.

In Witness Whereof, the parties haveexecuted this Agreement as of the date first written 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,  Purchasing     |   |   | Director |
|                    |                          |   |   | Business  Development, Banfield |

 

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