Exhibit 10.2


                               FIRST AMENDMENT TO
                       AMENDED AND RESTATED LOAN AGREEMENT

      THIS  FIRST   AMENDMENT  TO  AMENDED  AND  RESTATED  LOAN  AGREEMENT  (the
"Amendment") is made this 29 day of December 2003 (the "Effective Date"), 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,  Borrower  and Lender are  parties to that  certain  Amended  and
Restated Loan Agreement dated as of May 12, 2003 (the "Amended and Restated Loan
Agreement")  pursuant to which  Lender  agreed,  among other  things,  to make a
Revolving Loan to Borrower of up to $17,500,000.00;

      WHEREAS,  on  November  26,  2003,  Borrower  and Lender  entered in to an
Extension  Agreement (the "Extension  Agreement",  together with the Amended and
Restate Loan Agreement, as amended, collectively herein referred to as the "Loan
Agreement")  extending  the  termination  date  of the  Revolving  Note  and the
Revolving Loan until February 1, 2004; and

      WHEREAS,  Lender and Borrower have agreed to amend  certain  provisions of
the Loan Agreement to, among other things,  increase the amount of the Revolving
Loan, amend certain covenants of Borrower and extend the termination date of the
Revolving Note and Revolving Loan.

      NOW, THEREFORE,  in consideration of the foregoing premises, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,  the  parties  hereto,  intending  to be legally  bound,  agree as
follows:

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

      Section 2.  Amendment of Loan  Agreement.  Effective  as of the  Effective
Date, the Loan Agreement is hereby amended in the following respects:

      Section 2.1 Loan Agreement Definitions. Article I, Section 1.2 of the Loan
      Agreement  shall be  amended by  substituting  the  following  definitions
      appearing in such Section:

      Borrowing Base means an amount equal to the sum of:

      (a)   70% of the Eligible Accounts Receivable; plus


<PAGE>

      (b)   33% of the Value of Eligible Inventory up to a maximum of
$10,000,000.

      As of any date, the Borrowing Base shall be determined on the basis of the
      information contained in the most recent Borrowing Base Certificate.

      Revolving Loan means the conditional  revolving line of credit facility in
      an amount up to  $25,000,000.00,  as  described in Section 2.1 of the Loan
      Agreement  and as  provided  in the  revolving  note,  a copy of  which is
      attached hereto as Exhibit 2.1 to this Amendment.

      Tangible Net Worth means the total of all assets properly appearing on the
      balance sheet of Borrower in accordance with generally accepted accounting
      principles, less the sum of the following:

      (a)   the  book  amount  of all  such  assets  which  would  be  treated
      as intangibles under generally accepted accounting principles,  including,
      without  limitation,  all such items of  goodwill,  trademarks,  trademark
      rights,  trade names,  trade name  rights,  brands,  copyrights,  patents,
      patent rights,  licenses,  deferred  charges and unamortized debt discount
      and expenses;

      (b)   any  write-up  in the book  value of any such  assets  resulting
      from revaluation thereof subsequent to the date of this Agreement;

      (c)   all  reserves,  including  reserves  for  depreciation,
      obsolescence,  depletion, insurance and inventory valuation, but excluding
      contingency  reserves not  allocated  for any  particular  purpose and not
      deducted from assets;

      (d)   the  amount,  if any,  at which any  shares  of stock of the
      Borrower appear on the asset side of such balance sheet;

      (e)   all  liabilities of the Borrower  shown on such balance sheet,
      except  those  liabilities  described  as  "Shares  Subject  to  Mandatory
      Redemption" in accordance with generally  accepted  accounting  principles
      and, in particular, SFAS No. 150;

      (f)   all  investments in foreign  Affiliates and  nonconsolidated
      domestic Affiliates; and

      (g)   all  accounts  or notes  due to the  Borrower  from  any
      shareholder, director, officer, employee or Affiliate of Borrower.

      Section 2.2. Revolving Loan. Article II, Section 2.1 of the Loan Agreement
      shall be amended in its entirety to provide as follows:

                                       2
<PAGE>

      Section 2.1       Revolving  Loan.  Subject to the terms and conditions
      hereof,  Lender  agrees to make  Advances  to  Borrower  from time to time
      during the period from the date hereof to and  including  the  termination
      date,  in an aggregate  amount at any time  outstanding  not to exceed the
      lesser of (a) Twenty-five  Dollars  ($25,000,000.00)  or (b) the Borrowing
      Base, as calculated from time to time (the "Maximum Revolving  Facility").
      The Revolving Loan shall be a revolving line of credit  facility and it is
      contemplated  that Borrower will request  Advances,  make  prepayments and
      request additional Advances.  The Revolving Loan will terminate on January
      1, 2005 if not terminated  prior thereto.  Borrower's  obligation to repay
      all  Advances  with  interest  thereon  and  additional  terms  under  the
      Revolving  Loan  shall  be  evidenced  by a  promissory  note in the  form
      attached hereto and marked Exhibit 2.1 (herein,  together with any and all
      extensions,   renewals,   modifications,  and  substitutions  thereof  and
      exchanges therefore, the "Revolving Note"). 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.

      Section 2.3       Form of Borrowing Base Certificate.  The form of the
      Borrowing Base Certificate at Exhibit 2.1.4 of the Loan Agreement shall be
      replaced by the form of the Borrowing  Base  Certificate  attached to this
      Amendment as Exhibit 2.1.4

      Section  2.4      Financial  Covenants.  Article  VI,  Section 6.1 of the
      Loan Agreement shall be amended in its entirety to provide as follows:

            Section 6.1       Financial  Covenants.  Borrower  shall not,
      without the prior written consent of Lender:

            (a)   permit Tangible Net Worth to be less than $13,500,000.00;

            (b)   permit the Fixed Charge  Coverage  Ratio to be less than 1.35
            to 1.00 as of the end of each fiscal quarter;

            (c)   permit the ratio of Borrower's  Debt to Tangible Net Worth to
            be greater than 6.50 to 1.00 as of each July 31st; and

            (d)   permit the ratio of Borrower's  Interest  Bearing Debt to
            EBITDA  (calculated on a 4-quarter rolling  average),  to be greater
            than 3.50 to 1.00 as of the end of each fiscal quarter.

      With respect to the foregoing financial covenants,  Borrower shall provide
      Lender with a  quarterly  compliance  certificate  of Borrower in the form
      attached hereto and marked Exhibit 5.1.

      Section 3.        Affirmation of Loan Agreement.  Except as specifically
modified herein, the Loan Agreement,  Notes and Collateral Agreements are hereby
reaffirmed in all respects. All


                                       3
<PAGE>

representations,  warranties and covenants contained in this Amendment, the Loan
Agreement,  the Notes and the  Collateral  Agreements  are  hereby  specifically
incorporated  herein as if fully set forth herein.  Each  Borrower,  jointly and
severally,  represents and warrants to Lender that: (a) such representations and
warranties  are correct on and as of the Effective Date as though made on and as
of such  Effective  Date,  except to the extent  that such  representations  and
warranties  relate solely to an earlier date;  and (b) Borrower is not currently
default  of, and since May 12,  2003 has not at any time been in default of, any
covenant on its part to be  performed  or observed in this  Amendment,  the Loan
Agreement, the Notes or the Collateral Agreements.

      Section 4.        Obligations Joint and Several.  The obligations of PVPL,
ProConn and Exact under this  Amendment,  the Loan Agreement and under the Notes
shall be joint and several.  For the  convenience  of the parties  hereto,  this
Amendment has been prepared for execution by multiple  borrowers,  each of which
is a "Borrower"  for all  purposes  hereunder.  Each of PVPL,  ProConn and Exact
hereby represent,  warrant and covenant for the benefit of Lender that it is the
intention  of each of PVPL,  ProConn  and Exact  that this  Amendment,  the Loan
Agreement and the Notes 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 or thereunder.

      Section 5.        Further  Assurances.   Borrower  will,  at  its  expense
execute,  deliver,  file,  and  record  (in such  manner  and form as Lender may
require) any financing statement,  specific assignment,  or other paper and take
any other action that may be necessary,  or that Lender may reasonably  request,
in order to protect, preserve, perfect, or validate the security interest in all
or any portion of the Collateral or to enable Lender to exercise and enforce its
rights in the Collateral.

      Section  6.       Conditions Precedent to Effectiveness of Amendment.  The
effectiveness  of this  Amendment  and the funding of any Advance under the Loan
Agreement  shall be subject to the  condition  precedent  that Lender shall have
received  all of the  following,  which,  if existing,  are hereby  ratified and
confirmed by Borrower:

      (a)   a new Revolving Note, properly executed;

      (b)   a signed certificate of the Secretary of PVPL and the signed written
      consents  of the  manager and sole member of ProConn and Exact which shall
      (i)  evidence the  authorization  of the Board of Directors of PVPL or the
      manager and member of ProConn and Exact, as the case may be, to enter into
      this Amendment and to execute all documents  related hereto;  (ii) certify
      the officer of PVPL, or other party on behalf of PVPL,  ProConn and Exact,
      authorized  to  sign  this   Amendment  and  any  document   securing  the
      obligations  of  Borrower  under the Loan  Agreement,  this  Amendment  or
      otherwise,  and (iii)  contain the true  signature  of any such officer or
      designated  party (and  Lender may  conclusively  rely on the  certificate
      until it shall  receive a further  certificate  of the  Secretary  of PVPL
      canceling or amending the prior certificate); and


                                       4
<PAGE>

      (c)   such other documents, instruments and certificates as Lender, in its
      sole discretion, may require.

Section 7.  Miscellaneous.

      Section 7.1       Costs and Expenses. Borrower agrees to pay on demand all
costs and expenses of Lender in connection with the preparation, interpretation,
administration, amendment and enforcement of this Amendment and any of the other
instruments  and documents to be delivered  hereunder and thereunder  including,
but not limited to,  reasonable fees and  out-of-pocket  expenses of counsel for
Lender with respect thereto,  as well as all out-of-pocket  expenses incurred by
Lender.

      Section 7.2       Amendments, Etc. No amendment, modification, termination
or waiver of any provision of this Amendment, the Loan Agreement, the Collateral
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 7.3       Binding Effect and  Assignment.  This Amendment 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 7.4       Severability.  In  the  event  any  one or  more  of the
provisions  contained  in  this  Amendment,  the  Loan  Agreement,  any  of  the
Collateral  Agreements  or any other  documents  given in  connection  with this
transaction  shall  for  any  reason  be  held  to  be  invalid,   illegal,   or
unenforceable in any respect, such invalidity,  illegality,  or unenforceability
shall not affect any other  provisions of this Amendment,  the Loan Agreement or
the  Collateral  Agreements,  nor  shall it affect  the  validity,  legality  or
enforceability of such provision in other states.

      Section 7.5       Governing  Law.  This  Agreement  shall be  construed in
accordance with the laws of the State of Nebraska.

      Section 7.6       Counterparts.  This  Amendment 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 7.7       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


                                       5
<PAGE>

WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION  WITH THIS AMENDMENT,
THE LOAN 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 AMENDMENT,  THE LOAN 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 7.8       Construction.  This  document  is an  agreement  between
parties who are experienced in sophisticated  and complex matters similar to the
transaction  contemplated  by this Amendment 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 7.9       Notice - Written  Agreements.  This  Notice is  Provided
Pursuant to Nebraska  Revised  Statutes  45-1,112 et. seq.  This  Amendment 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.


        [REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGE FOLLOWS.]


                                       6
<PAGE>


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


<PAGE>




                              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

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


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



                                       7
<PAGE>


                                LIST OF EXHIBITS

2.1         Revolving Note

2.1.4       Borrowing Base Certificate

5.1         Quarterly Compliance Certificate


                                       8
<PAGE>


                                   Exhibit 2.1
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



                                       9
<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.


                                       10
<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]


<PAGE>

      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]





<PAGE>

                                                                   Exhibit 2.1.4

                      PROFESSIONAL VETERINARY PRODUCTS LTD

                           BORROWNING BASE CERTIFICATE
                        ACCOUNTS RECEIVABLE AND INVENTORY

                                                     Date:

Pursuant  to  provisions  of  the  Security   Agreements  between   Professional
Veterinary  Products,  Ltd.,  ProConn LLC,  Exact  Logistics,  LLC and U.S. Bank
National Association covering accounts receivable and inventory, the undersigned
does hereby certify the following account balances.

<TABLE>
<CAPTION>
                                                          PVPL          PROCONN          EXACT            TOTAL
<S>                        <C>                       <C>            <C>             <C>            <C>
Accounts Receivable as of:   "date"                  $              $               $              $
Less: amounts greater than 60 days old               $              $               $              $
Less: finance charges less than 60 days old          $              $               $              $
Eligible accounts receivable                         $              $               $              $
   (Line 1 minus Line 2 and Line3)
Applicable to Borrowing Base                         $              $               $              $
   (70% of Line 4)
Inventory as of:  "date"                             $              $               $              $
Less: returns,consignment,obsolete                   $              $               $              $
Less:  ProConn inventory                             $              $               $              $
Less:  All other exclusions                          $              $               $              $
Net Inventory                                        $              $               $              $
   (Line 6 minus Line 7, 8 & 9)
Eligible Inventory                                   $              $               $              $
   (33% of Line 10)
Applicable to Borrowing Base*                        $              $               $              $
                                                                                                   -
   (Line 11=to or<$10M)
Total Borrowing Base                                 $              $               $              $
   (Line 5 plus Line 12)
Less:  Term Loan No. _________ Collateral Exclusion  $              $               $                      ($500,000)
                                                                                                           ----------
Less:  Term Loan No. ________  Collateral Exclusion  $              $               $                    ($4,000,000)
                                                                                                         ------------
Net Borrowing Base                                   $              $               $              $
    (Line 13 minus Line 14 minus Line 15)
Loan Balance Outstanding                             $              $               $              $
Excess/(Deficient) Collateral                        $              $               $              $
   (Line 16 minus Line 17)
                                                                       Professional Veterinary Products, Ltd.

                                                                       By:

                                                                       Title:

* Applicable inventory reliance is capped at nor more than $10,000,000
</TABLE>


<PAGE>


                                   Exhibit 5.1

                     PROFESSIONAL VETERINARY PRODUCTS, LTD.

                                    QUARTERLY
                             COMPLIANCE CERTIFICATE

                                                           Date:________________

Pursuant to the Amended and  Restated  Loan  Agreement  dated May 12,  2003,  as
amended (the "Loan Agreement"),  between Professional  Veterinary Products, Ltd,
ProConn, LLC., Exact Logistics, LLC (collectively referred to as the "Borrower")
and U.S.  Bank  National  Association  ("Bank"),  there are certain  warranties,
covenants  and other terms that govern the lending  relationship.  Borrower does
hereby  certify  to Bank  that it is in  compliance  with all  such  warranties,
covenants  and terms,  including  but not limited to those  described as follows
unless otherwise indicated:

1.    Borrower shall maintain Tangible Net Worth at not less than $13,000,000.

      Tangible Net Worth:  $____________

      Compliant: __________     Not Compliant: __________

2.    Borrower  shall  maintain a Fixed Charge  Coverage  Ratio of not less than
      1.35 to 1.00.

      Ratio: __________

      Compliant: __________     Not Compliant: __________

3.    Borrower  shall  maintain a ratio of Debt to Tangible Net Worth of 6.50 to
      1.00 or less.

      Ratio: __________

      Compliant: __________     Not Compliant: __________

4.    Borrower shall maintain a ratio of Interest Bearing Debt to EBITDA of 3.50
      to 1.00 or less.

      Ratio: __________

      Compliant: __________     Not Compliant: __________


                                          Professional Veterinary Products, Ltd.


                                          By:_________________________________

                                          Title: _______________________________