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  EXHIBIT 10.9    
    


**—CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 


AGREEMENT FOR HOME DELIVERY LOGISTICS SERVICES  


        This Agreement for Home Delivery Logistics Services (this "Agreement"), executed as of
this 1st day of July, 2009, is made by and between MWI Veterinary Supply Co., located at 651 S. Stratford Drive, Suite 100, Meridian, ID 83642
("MWI"), and Medical Management International, Inc., dba Banfield, The Pet Hospital, located at 8000 Tillamook Street, Portland,
OR 97213 ("Banfield"). The parties agree to the following: 


        1.    Home Delivery Logistics
Fees.    Banfield and MWI have agreed upon the following logistics fees to be paid by Banfield for services performed by MWI in
accordance with this Agreement (the "Home Delivery Logistics Fees" and each, a "Home Delivery Logistics
Fee"). The respective Home Delivery Logistics Fees will be payable in the circumstances described for each fee below. The amount of each Home Delivery Logistics Fee as stated
below is /**/. No more than one Home Delivery Logistics Fee will be payable on /**/. 

 






 



					
	Order Type



 
	 	Home Delivery Logistics Fee 	 	Functions Performed by MWI 
	Non-Pharmacy Product	 	/**/	 	Pet portal or CRM order processing; warehouse (including picking, packing, and dispatch); revenue collection
	
Prescription Product	
 	
/**/	
 	
Pet portal or CRM order processing; pharmacy (including picking, packing, and dispatch); revenue collection
	
Pet food	
 	
/**/	
 	
Pet portal or CRM order processing; revenue collection
	
Credits

(applies when Banfield allows return of products for reasons other than MWI mis-shipment)	
 	
/**/	
 	
Order processing; warehouse (including picking, packing, and dispatch); revenue collection




 

 




 

        The
Home Delivery Logistics Fees will be invoiced and paid in accordance with Section 3 below. The Home Delivery Logistics Fees will not be subject to adjustment without the
mutual written agreement of Banfield and MWI. The above Home Delivery Logistics Fee pricing assumes that MWI will provide the applicable logistics functions, and systems support, as set forth
in the above schedule, for all existing Banfield practice-owned hospitals and any new practice-owned hospitals that will be opened during the term of this Agreement. Such
pricing also assumes that
Banfield will make reasonable efforts to have Charter Practices utilize MWI for all such functions. Orders by (i) Banfield practice-owned and Charter Practice hospitals,
(ii) Banfield inside sales, (iii) Banfield associates, and (iv) Banfield clients will be placed using the pet portal, CRM system, or some other electronic means. For
purposes of this Agreement, "practice-owned" means those hospitals owned and operated directly by Banfield or owned and operated by 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. For the purposes
of this Agreement, "Banfield client" means any pet owner that Banfield deems a client and is eligible for retail sale of home delivery products. 


        2.    Payment Terms.    For the Initial Term
of this Agreement, MWI will extend payment terms to Banfield of /**/ days from the later of the date of shipment or date of invoice, it being understood that the date of invoice is the date an
invoice is generated in MWI's system. Banfield agrees to make all payments via electronic funds transfer. 



        3.    Ordering.    MWI has developed
and will continue to maintain, at MWI's expense, the Internet based home delivery system linked to Banfield's pet portal and CRM systems. Banfield shall use this system or the system of their
choosing to maintain online formulary, track inventory, confirm delivery addresses, assess freight and tax, submit orders, track order status, track shipment, and report sales tax. 


        4.    Freight.    On all sales, title and risk
of loss will pass upon delivery of the goods to the Banfield hospital, Banfield client, or such other destination as designated. MWI will make arrangements for transportation of all goods to
Banfield clients for home delivery by the most economical carrier available. MWI will pay the carriers. All home delivery goods will be shipped using the most economical method available
(including First Class Mail), unless specified by Banfield for expedited delivery at Banfield's cost. MWI will charge Banfield freight expense as a percentage of the home delivery product price
for merchandise shipped by MWI. The percentage, which may be adjusted each quarter, will be equal to the actual home delivery freight costs (without mark up) as a percentage of the total price for
home delivery merchandise shipped during the previous quarter. Actual freight costs will include all freight charges and applicable fees (based on the maintenance of at least one national pharmacy by
MWI); and will reflect the benefit of contract and volume discounts received by MWI; provided, however, that no freight costs or fees will be included to the extent they result from shipping any
product by a mode of transportation or carrier other than those specified above without the approval of Banfield. MWI will maintain complete records of all freight costs and will make such
records available for audit by Banfield at any time upon no less than 72 hours prior written notice from Banfield. MWI and Banfield will regularly review freight companies, contracts,
delivery methods and processes in an effort to reduce delivery costs to Banfield. 


        5.    Provisions Regarding Delivery.    Unless
otherwise requested by Banfield or Banfield clients, all home delivery orders will be delivered directly to the Banfield client. MWI shall work with the respective
carriers and use commercially reasonable efforts to insure the timely delivery of any home delivery orders. 


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        6.    Fill or kill.    MWI will not ship, or otherwise deliver,
any "incomplete" Banfield Home Delivery orders and will cancel unshipped orders five days after having received the order. Order cancelation will be communicated to Banfield within 24 hours.
Incomplete Banfield Home Delivery orders shall be defined as those orders in which MWI does not have 100% of the product in stock, and is unable to fully fill the order. 


        7.    System Development.    MWI, in
conjunction with Banfield, shall work together to continue to develop and explore potential home delivery system solutions for a broader formulary, PetWare integration, and reporting. 



        8.    Shipping Errors.    In the event that
MWI makes a shipping error, i.e., shipping a product not ordered or shipping a quantity of product not as ordered, MWI will not charge Banfield for the logistics fee and
applicable freight related to the incorrect shipment. When MWI is notified and it is determined that there has been a shipping error, MWI's Banfield Customer Service team will
re-enter an order to ship the correct product, and at that time will issue a credit to Banfield 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 be assessed when the incorrect product is returned. When applicable, MWI's Banfield Customer Service team will provide a return label directly to the
affected Banfield client. 


        9.    Supply.    MWI realizes that Banfield relies upon
MWI as Banfield's sole-source Home Delivery pharmacy and will therefore program its inventory system to stock the highest service level available for all products on the Banfield
Home Delivery formulary. Banfield branded items and other inventory items unique to Banfield will be segregated and maintained in a special Banfield "virtual warehouse" at MWI's Edwardsville pharmacy
and warehouse and be made available only to Banfield. 


        10.    Term.    This Agreement shall be
effective for an initial term of July 1, 2009 through June 30, 2012 (the "Initial Term"). After the first and second twelve month periods of the Initial Term, the parties will analyze
the fiscal results of the prior twelve months and review the Home Delivery Logistics Fee pricing. During the final 90 days of the Initial Term, MWI and Banfield will analyze the fiscal
results of
the prior three years and agree upon any revisions to the Home Delivery Logistics Fee pricing or other aspects of this Agreement (the "Review Period"). During this time Banfield and MWI will
discuss and assess options to reduce costs to Banfield. If the parties reach agreement in writing upon any adjustments to pricing or other provision of this Agreement during the Review Period, then
the term of this Agreement will continue for an additional 12 months from the end of the Initial Term. If, before or during the first 30 days of the Review Period either party
communicates a concern or required revision in writing and a resolution is not achieved 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 in writing before or during the first 30 days of the Review Period, this Agreement will automatically renew for an additional
12 months from the end of the Initial Term. This process will continue year after year, unless MWI and Banfield cannot reach agreement during any Review Period. 



        11.    Termination.    Notwithstanding
anything in Section 10 hereof, either party may terminate this Agreement at any time, whether during or after the Initial Term, with or without cause, provided that Banfield will give
MWI at least one hundred fifty (150) days prior written notice if Banfield elects 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 and all rights and obligations of the parties under this Agreement will terminate, provided that all rights,
obligations or liabilities accrued 


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hereunder
prior to termination, and all rights or obligations which by their nature or express duration extend beyond the termination of this Agreement, will survive termination and continue in effect
indefinitely or for that express duration. 


        12.    Confidential Information.    Except for
any disclosure required by law, each party agrees to retain all confidential information received from the other party in confidence, not to disclose any such information to any other person, and not
to use any such information for its own benefit, to the other party's detriment or for any purpose other than in furtherance of this Agreement. All information which either party and any of its agents
receives at any time from the other party or any of its agents shall be deemed confidential and subject to the provisions of this Section 12, whether the information shall be received orally,
in writing, visually, by inspection of documents, products or processes, by electronic transmission, or in any other form or manner, excepting only information which the recipient establishes was
generally available to the public at the time of disclosure or subsequently became generally available to the public other than as a result, directly or indirectly, of disclosure by the recipient or
its agents. Information shall be confidential and shall be subject to this Section 12 whether or not it is marked or designated "confidential" at the time of disclosure. Notwithstanding the
provisions above, the recipient may disclose confidential information to its agents only to the limited extent necessary to carry out this Agreement and maintain the business relationship. The
recipient shall be fully responsible for any use or disclosure of confidential information by any of its agents in violation of this Section 12. 


        13.    Force Majeure.    In the event
MWI shall be unable or fail at any time to supply, or Banfield shall be unable or fail at any time to take and purchase, any product to be sold and purchased hereunder in consequence of fire,
explosion, accident, earthquake, flood, drought, embargo, war (whether or not declared), riot, terrorist attack, governmental act, delay or failure of carriers, Acts of God, or any other contingency
or delay or failure or cause beyond the control of the party affected, excluding economic conditions affecting either party, MWI shall not be liable to Banfield for failure to supply the
product, nor shall Banfield be liable to MWI for failure to take or purchase the product, during the period of such disability or failure. 



        14.    Notices.    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, (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. 


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Notices
shall be addressed to the following addresses, or such other address as one party shall provide the other parties: 



											
	If to MWI:	 	651 S. Stratford Drive, Suite 100	 	If to Banfield:	 	8000 Tillamook Street
	 	 	Meridian, ID 83642	 	 	 	Portland, OR 97213
	 	 	Attn:	 	Banfield Executive	 	 	 	Attn:	 	Senior Director
	 	 	 	 	Account Manager	 	 	 	 	 	of Purchasing
	 	 	Fax:	 	208-955-8999	 	 	 	Fax:	 	503-922-6147
	
 With a copy to:	
 	
651 S. Stratford Drive, Suite 100	
 	
With a copy to:	
 	
Banfield, The Pet
	 	 	Meridian, ID 83642	 	 	 	Hospital
	 	 	Attn:	 	President	 	 	 	8000 Tillamook Street
	 	 	Fax:	 	208-955-8999	 	 	 	Portland, OR 97213
	 	 	 	 	 	 	 	 	Attn:	 	Legal Counsel
	 	 	 	 	 	 	 	 	Fax:	 	503-922-6112






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


        16.    Governing Law.    This Agreement shall
be governed by, interpreted, construed, and the respective rights of the parties hereto determined and all claims and disputes, whether in tort, contract or otherwise, resolved according to the laws
of the State of Oregon notwithstanding any conflict of law principles to the contrary. Any proceeding initiated by MWI arising out of or in connection with this Agreement will be determined
solely by a state or federal court in Multnomah County, Oregon, and any proceeding initiated by Banfield arising out of or in connection with this Agreement will be determined solely by a state or
federal court located in Ada County, Idaho, and the parties consent to the jurisdiction and venue of those courts. 


        17.    Successors and Assignment.    All of
the terms and provisions of this Agreement will be binding on and inure to the benefit of the parties and their respective successors and assigns. Neither party may assign, delegate or transfer to
third parties its rights or obligations hereunder without the prior written consent of the other party. 



        18.    Attorney Fees.    In the event of any
legal proceeding arising out of or in connection with this Agreement or the services provided for herein, or arising with respect to one of the parties, including but not limited to arbitrations,
bankruptcy and reorganization proceedings and appeals, the prevailing party will be entitled to recover from the other party its costs, disbursements and reasonable attorney fees as determined by the
court, arbitrator or other presiding official. 


        19.    Counterpart Signatures.    This
Agreement may be executed in counterparts, each of which will be deemed an original but all of which will constitute one and the same instrument. 


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        In
Witness Whereof, the parties have executed this Agreement as of the date first written above. 

 






 



							
	 MEDICAL MANAGEMENT

INTERNATIONAL, INC.	 	MWI VETERINARY SUPPLY CO.
	
 By	
 	
/s/ ALAN STEWART






  Print Name: Alan Stewart

Its: CFO/CAO	
 	
By	
 	
/s/ JIM CLEARY






  Jim Cleary
 President & CEO
	
 By	
 	
/s/ JOHN PAYNE






  Print Name: John Payne

Its: CEO	
 	
By	
 	
/s/ BRIAN TOPPER






  Brian Topper
 Banfield Executive Account Manager




 

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EXHIBIT 10.9