Exhibit 10.1
                               EXTENSION AGREEMENT

      THIS  EXTENSION  AGREEMENT  (this  "Agreement")  is  made  this  26 day of
November,  2003, by and among Professional Veterinary Products, Ltd., a Nebraska
corporation  ("PVPL"),  ProConn,  LLC,  a  Nebraska  limited  liability  company
("ProConn"),   Exact  Logistics,  LLC,  a  Nebraska  limited  liability  company
("Exact",  together with PVPL and ProConn,  collectively and individually herein
referred  to as  "Borrower")  and U.S.  Bank  National  Association,  a national
banking association ("Lender").

      WHEREAS,  on May 12, 2003,  Borrower and Lender  entered into that certain
Amended and Restated Loan  Agreement  (the "Loan  Agreement")  pursuant to which
Lender agreed, among other things, to make a Revolving Loan to Borrower of up to
$17,500,000.00 as described in Section 2.1 of the Loan Agreement;

      WHEREAS,  the Revolving Loan is evidence by the Revolving Note dated May
12, 2003;

      WHEREAS,  the Revolving  Loan and Revolving  Note terminate on December 1,
2003 if not  terminated  prior  thereto and any unpaid  principal  amount of the
Advances and all accrued but unpaid  interest  thereon under the Revolving  Loan
shall be payable on the termination date; and

      WHEREAS,  Lender and Borrower desire to extend the termination date of the
Revolving  Loan and the  Revolving  Note until  February 1, 2004, as provided in
this Agreement.

      NOW, THEREFORE,  for good and valuable  consideration as set forth herein,
Lender and Borrower agree as follows:

      Section 1.  Definitions.  Capitalized  terms not otherwise defined in this
Agreement shall have the meanings ascribed thereto in the Loan Agreement.

      Section 2.  Extension  of  Revolving  Loan.  The  termination  date of the
Revolving Loan and the Revolving Note shall be extended from December 1, 2003 to
February 1, 2004, if not terminated  prior thereto  pursuant to the terms of the
Loan Agreement or Revolving Note.

      Section 3.  Reaffirmation.  Borrower represents and warrants that no Event
of Default has occurred.  Borrower hereby reaffirms and ratifies, as of the date
of  this  Agreement,  all of the  provisions,  representations,  warranties  and
covenants of the Loan Agreement and the Revolving Note, as modified hereby,  the
Term Note and Collateral  Agreements,  as if such  provisions,  representations,
warranties and covenants were fully set forth herein.

      Section 4.  Miscellaneous.

      Section 4.1. Amendments, Etc. No amendment,  modification,  termination or
      waiver of any provision of this Agreement,  the Loan Agreement,  the Notes
      or the Collateral


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      Agreements,  nor consent to any departure by Borrower  therefrom  shall in
      any event be  effective  unless the same shall be in writing and signed by
      Lender and then such  waiver or  consent  shall be  effective  only in the
      specific  instance and for the specific purpose for which given. No notice
      to or demand on any Borrower in any case shall entitle any Borrower to any
      other or further notice or demand in similar or other circumstances.

      Section 4.2.   Binding Effect and Assignment.  This Agreement shall
      be binding upon and inure to the benefit of each Borrower and Lender,  and
      their respective  successors and assigns,  including any subsequent holder
      or  holders  of any of the  Notes or any  participation  interest  therein
      except  that  Borrower  may not assign or  transfer  its rights  hereunder
      without the prior written consent of Lender.

      Section 4.3.   Governing Law. This Agreement shall be construed in
      accordance with the laws of the State of Nebraska.

      Section 4.4.   Counterparts.  This Agreement may be executed in two
      or more counterparts and such  counterparts  shall be deemed originals and
      all such counterparts shall constitute one and the same instrument.

      Section 4.5.   Waiver.    EACH  BORROWER  AND  LENDER  HEREBY   KNOWINGLY,
      VOLUNTARILY AND INTENTIONALLY  WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY
      JURY  WITH  RESPECT  TO ANY  AND  ALL  ISSUES  PRESENTED  IN  ANY  ACTION,
      PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY ANY ONE OF THE PARTIES HERETO
      AGAINST THE OTHER OR ITS SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT
      OF OR IN  CONNECTION  WITH THIS  AGREEMENT  OR ANY  DOCUMENT  CONTEMPLATED
      HEREIN OR RELATED  HERETO.  THIS WAIVER BY THE PARTIES HERETO TO ANY RIGHT
      ANY ONE OF THEM MAY HAVE TO A TRIAL BY JURY HAS BEEN  NEGOTIATED AND IS AN
      ESSENTIAL ASPECT OF THEIR BARGAIN. FURTHERMORE, BORROWER AND LENDER HEREBY
      KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT THEY MAY HAVE TO
      SEEK  PUNITIVE,  CONSEQUENTIAL  AND  INDIRECT  DAMAGES FROM THE OTHER WITH
      RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION,  PROCEEDING,  CLAIM
      OR COUNTERCLAIM BROUGHT BY ANY ONE OF THE PARTIES HERETO AGAINST THE OTHER
      OR  ITS  SUCCESSORS  WITH  RESPECT  TO  ANY  MATTER  ARISING  OUT OF OR IN
      CONNECTION  WITH THIS  AGREEMENT  OR ANY DOCUMENT  CONTEMPLATED  HEREIN OR
      RELATED HERETO. THE RECIPROCAL WAIVERS OF BORROWER AND LENDER OF ANY RIGHT
      THEY MAY HAVE TO SEEK PUNITIVE,  CONSEQUENTIAL  OR INDIRECT DAMAGES AS SET
      FORTH ABOVE HAS BEEN  NEGOTIATED BY THE PARTIES HERETO AND AS AN ESSENTIAL
      ASPECT OF THEIR BARGAIN.

      Section 4.6.  Construction.  This document is an agreement between parties
      who are  experienced in  sophisticated  and complex matters similar to the
      transaction contemplated

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      by this Agreement and is entered into by both parties in reliance upon the
      economic and legal bargains  contained herein and shall be interpreted and
      construed in a fair and impartial manner without regard to such factors as
      the party which prepared the instrument, the relative bargaining powers of
      the parties or the domicile of any party.  Lender and  Borrower  were each
      represented  by  legal  counsel   competent  in  advising  them  of  their
      obligations and liabilities hereunder.

      Section 4.7. Notice - Written Agreements. This Notice is Provided Pursuant
      to Nebraska Revised Statutes  45-1,112 et. seq. This Agreement is a credit
      agreement.  A credit agreement must be in writing to be enforceable  under
      Nebraska  Law.  To  protect  you  and us  from  any  misunderstandings  or
      disappointments,  any contract, promise, undertaking, or offer to forebear
      repayment  of  money  or to make  any  other  financial  accommodation  in
      connection with this loan of money or grant or extension of credit, or any
      amendment of,  cancellation  of, waiver of, or substitution for any or all
      of the terms or  provisions  of any  instrument  or  document  executed in
      connection  with this loan of money or grant or extension of credit,  must
      be in writing to be effective.


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      IN WITNESS WHEREOF,  the parties have executed this Extension Agreement as
of the day and year first set forth above.


                                    Professional Veterinary Products, Ltd.,
                                    a Nebraska corporation

                                    By: /s/ Dr. Lionel L. Reilly
                                        ------------------------
                                        Dr. Lionel L. Reilly, its President

                                    ProConn, LLC, a Nebraska limited
                                    liability company

                                    By: Professional Veterinary Products, Ltd.,
                                        a Nebraska corporation, its Manager
                                        and sole Member

                                        By: /s/ Dr. Lionel L. Reilly
                                            ------------------------
                                            Dr. Lionel L. Reilly, its President

                                    Exact Logistics, LLC, a Nebraska limited
                                    liability company

                                    By: Professional Veterinary Products, Ltd.,
                                        a Nebraska corporation, its Manager
                                        and sole Member

                                        By: /s/ Dr. Lionel L. Reilly
                                            ------------------------
                                            Dr. Lionel L. Reilly, its President

                                    U.S. Bank National Association, a
                                    national banking association


                                    By:/s/ Donald L. Erikson
                                       ------------------------------
                                    Name: Donald L. Erikson
                                    Title: Vice President

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