Exhibit 10.3


Loan No. 18

                            REVOLVING PROMISSORY NOTE

$25,000,000.00                                                 December 29, 2003
(or if less, the aggregate
unpaid principal amount of
all advances made hereunder)

      FOR VALUE RECEIVED,  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"),  promises to pay, on or before  January 1, 2005, to
the order of U.S. Bank National Association, a national banking association (the
"Bank") at the Bank's office at 1700 Farnam Street,  Omaha, NE 68102, or at such
other address as the holder  hereof may from time to time  designate in writing,
the principal sum of TWENTY-FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00) or,
if less, the aggregate  unpaid principal amount of all Revolving Loans evidenced
by this Revolving  Promissory  Note (this "Note") under the Amended and Restated
Loan  Agreement by and between  Borrower  and Bank dated as of May 12, 2003,  as
amended by the Extension  Agreement by and between Borrower and Bank dated as of
November 26, 2003 and as further  amended by the First  Amendment to Amended and
Restated Loan Agreement of even date herewith  (collectively  herein,  the "Loan
Agreement"),  together with interest from the date the proceeds of the Revolving
Loans are initially  disbursed until maturity on the principal balance from time
to time remaining  unpaid hereon and remaining  unpaid on January 1, 2005 at the
rates, in the manner and on the dates specified in the Loan Agreement.

      The obligations of PVPL,  ProConn and Exact under this Note shall be joint
and  several.  Each of PVPL,  ProConn and Exact  hereby  represent,  warrant and
covenant  for the  benefit  of Bank  that it is the  intention  of each of PVPL,
ProConn and Exact that this Note be fully  enforceable  against  each of them in
accordance  with its terms to the same extent as if such party had been the only
party identified as "Borrower" hereunder.

      The Bank shall  record on its books or records or on the  schedule to this
Note which is a part hereof the  principal  amount of each  Revolving  Loan made
under Section 2.1 of the Loan Agreement,  all payments of principal and interest
and the principal  balances from time to time  outstanding.  The record thereof,
whether shown on such books or records or on the schedule to this Note, shall be
prima facie evidence as to all such amounts; provided, however, that the failure
of the Bank to record any of the foregoing  shall not limit or otherwise  affect
the  obligation  of the  undersigned  to repay all  Revolving  Loans  made under
Section 2.1 of the Loan Agreement together with accrued interest thereon.

      This  Note is the  Revolving  Note  referred  to in and  issued  under and
subject to the Loan Agreement.  Prepayments may be made hereon and this Note may
be declared due prior to the



<PAGE>

expressed  maturity hereof,  all in the events,  on the terms, and in the manner
and amounts provided in said Loan Agreement.  All capitalized terms used in this
Note, except terms otherwise defined herein, shall have the same meaning as such
terms have in the Loan Agreement.

      This Note is  secured  by  certain  Collateral  as set forth in a Security
Agreements  dated as of May 12, 2003  executed by Borrower in favor of Bank,  as
amended,  and  certain  other  Collateral  Documents  (as  defined  in the  Loan
Agreement),  to  which  reference  is  hereby  made  for a  description  of  the
Collateral and a statement of the terms and  conditions  upon which the Bank may
exercise rights with respect to such Collateral.

      All  payments  on this Note  shall be made in lawful  money of the  United
States and in immediately  available and freely  transferable funds at the place
of payment.

      If this  Note is  placed  in the  hands  of an  attorney  for  collection,
Borrower agrees to pay reasonable attorneys' fees and costs incurred by the Bank
in  connection  therewith,  and in the event  suit or action  is  instituted  to
enforce or interpret this Note (including  without  limitation efforts to modify
or vacate any  automatic  stay or  injunction),  the  prevailing  party shall be
entitled to recover all expenses  reasonably  incurred at, before or after trial
and on  appeal,  whether  or not  taxable  as  costs,  or in any the  Bankruptcy
proceeding,  or in connection with post-judgment collection efforts,  including,
without  limitation,  attorneys'  fees,  witness  fees  (expert and  otherwise),
deposition costs, copying charges and other expenses.

      This Note shall be governed and construed in  accordance  with the laws of
the State of Nebraska  applicable to contracts made and to be performed  therein
(excluding choice-of-law principles). Borrower hereby irrevocably submits to the
jurisdiction  of any state or federal  court  sitting in Omaha,  Nebraska in any
action or proceeding  brought to enforce or otherwise arising out of or relating
to this Note, and hereby waives any objection to venue in any such court and any
claim that such forum is an inconvenient forum.

      This Note is given in a commercial transaction for business purposes.

      Borrower and all sureties, endorsers,  guarantors and other parties now or
hereafter  liable  for the  payment of this  Note,  in whole or in part,  hereby
severally (a) waive demand, notice of demand, presentment for payment, notice of
nonpayment,  notice of default,  protest, notice of protest, notice of intent to
accelerate,  notice of  acceleration  and all other  notices,  and further waive
diligence in  collecting  this Note or in enforcing any of the security for this
Note; (b) agree to any substitution,  subordination,  exchange or release of any
security  for this Note or the  release of any party  primarily  or  secondarily
liable  for the  payment  of this  Note;  (c) agree  that the Bank  shall not be
required to first institute suit or exhaust its remedies hereon against Borrower
or others  liable or to become liable for the payment of this Note or to enforce
its rights against any security for the payment of this Note; and (d) consent to
any extension of time for the payment of this Note, or any  installment  hereof,
made by agreement  by the Bank with any person now or  hereafter  liable for the
payment of this Note, even if Borrower is not a party to such agreement.


<PAGE>

         All agreements between Borrower and the Bank, whether now existing or
hereafter arising and whether written or oral, are hereby limited so that in no
contingency, whether by reason of demand or acceleration of the final maturity
of this Note or otherwise, shall the interest contracted for, charged, received,
paid or agreed to be paid to the Bank exceed the maximum amount permissible
under the applicable law. If from any circumstance whatsoever, interest would
otherwise be payable to the Bank in excess of the maximum amount permissible
under applicable law, the interest payable to the Bank shall be reduced to the
maximum amount permissible under applicable law; and if from any circumstance
the Bank shall ever receive anything of value deemed interest by applicable law
in excess of the maximum amount permissible under applicable law, an amount
equal to the excessive interest shall be applied to the reduction of the
principal hereof and not to the payment of interest, or if such excessive amount
of interest exceeds the unpaid balance of principal hereof, such excess shall be
refunded to Borrower. All interest paid or agreed to be paid to the Bank shall,
to the extent permitted by applicable law, be amortized, prorated, allocated,
and spread throughout the full period (including any renewal or extension) until
payment in full of the principal so that the interest hereon for such full
period shall not exceed the maximum amount permissible under applicable law. The
Bank expressly disavows any intent to contract for, charge or receive interest
in an amount which exceeds the maximum amount permissible under applicable law.
In determining the highest lawful rate, all fees and other charges contracted
for, charged or received by the Bank in connection with the Loan evidenced by
this Note which are either deemed interest by applicable law or required by
applicable law to be deducted from the principal balance of this Note to
determine the rate of interest hereon shall be taken into account. This
paragraph shall control all agreements between Borrower and the Bank.

This Notice is Provided Pursuant to Nebraska Revised Statutes 45-1,112 et. seq.

NOTICE  -  WRITTEN  AGREEMENTS.  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.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK;
                             EXECUTION PAGE FOLLOWS]


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      IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ
CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR
ORAL  PROMISES NOT CONTAINED IN THIS WRITTEN  CONTRACT MAY BE LEGALLY  ENFORCED.
YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.

      Executed as of the date first written above.


                              BORROWER:

                              Professional Veterinary Products, Ltd.,
                              a Nebraska corporation

                              By: /s/ Neal B. Soderquist
                                  ----------------------
                                  Neal B. Soderquist, its Director of Finance


                              ProConn, LLC, a Nebraska limited
                              liability company

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

                              By: /s/ Neal B. Soderquist
                                  ----------------------
                                  Neal B. Soderquist, its Director of Finance

                              Exact Logistics, LLC, a Nebraska limited
                              liability company

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

                              By: /s/ Neal B. Soderquist
                                  ----------------------
                                  Neal B. Soderquist, its Director of Finance


                  [EXECUTION PAGE OF REVOLVING PROMISSORY NOTE]