EXHIBIT 10.3
 Professional Veterinary Products, Ltd  Supplemental Executive Retirement Plan
  Section 1. Definitions
     (a)
    
    In the case of a change in ownership involving the Companys
capital stock, the acquisition by a person, or more than one person acting as
a group as defined in Income Tax Regulation § 1.409A-3(i)(5)(v)(B), of capital
stock of the Company that, together with the stock held at that time by such
person or group, constitutes more than fifty percent (50%) of the total fair
market value or total voting power of the capital stock of the Company;
provided, however, the acquisition of additional capital stock
by any one person, or more than one person acting as a group, who is
considered as owning more than fifty percent (50%) of the total fair market
value or total voting power of the Company, shall not constitute or result in
a qualifying change in ownership of the Companys capital stock as described
in this Section 1.3(a); provided, further, an increase in the
percentage of capital stock owned by any one person, or persons acting as a
group as a result of a transaction in which the Company acquires its stock in
exchange for property will be treated as an acquisition of capital stock for




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purposes of this Section 1.3(a). A transaction involving the transfer of
the Companys capital stock shall be treated as resulting in a qualifying
change in ownership under this Section 1.3(a) only if, after the transfer
of stock, stock in the Company remains outstanding after the transaction.(b)
    
    In the case of a change in ownership involving the Companys
assets, the acquisition of assets of the Company within a 12 month period
ending on the date of the most recent asset acquisition, by a person, or more
than one person acting as a group as defined in Income Tax Regulation §
1.409A-3(i)(5)(v)(B), that have a total gross fair market value equal to
eighty percent (80%) or more of the total fair market value of all of the
assets of the Company, as determined without regard to any liabilities
associated with the assets being acquired or the total assets of the Company;
provided, however, a sale or transfer of Company assets to:
(1) a shareholder of the Company in exchange for its stock; (2) an entity,
fifty percent (50%) or more of the total value or voting power of which is
owned, directly or indirectly by the Company; (3) any person, or more than one
person acting as a group, that owns, directly or indirectly, fifty percent
(50%) or more of the total value or voting power of the outstanding capital
stock of the Company; or (4) an entity, at least fifty percent (50%) of the
total value or voting power of which is owned, directly or indirectly, by a
person described in the preceding clause (3), shall not constitute or result
in a qualifying change in ownership of the assets of the Company as described
in this Section 1.3(b).
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provided however
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Section 2. Participation
  Section 3. Administration
  Actions of Committee
 Authority of Committee
 (a)
    
    The Committee shall, in carrying out the Committees
administration hereunder, have absolute discretion, and any decision by the
Committee shall be final and bind all parties to the Plan. The Committees
discretionary duties and powers shall include, but not be limited to the
following:
 i.
    
    To construe and interpret the Plan, decide
all questions of eligibility and determine the amount, manner and
time of payment of any benefits hereunder;ii.
    
    To prescribe procedures to be followed by
Participants or beneficiaries filing applications for benefits and to
establish claims procedures for the Plan;
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iii.
    
    To prepare and distribute information
explaining the Plan;iv.
    
    To receive from the Participants such
information as shall be necessary for the proper administration of
the Plan;v.
    
    To receive, review and keep on file (as it
deems convenient or proper) reports of the financial condition, and
of the receipts and disbursements; andvi.
    
    To appoint advisors, claims administrators
and legal counsel, to render advice with regard to any responsibility
of the Committee under the Plan or to assist in the administration of
the Plan.
 Adoption of Rules
 Section 4. Benefits
 Retirement Benefit.
 Separation from Service Prior to Normal Retirement Date.
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provided however
  Separation from Service After Normal Retirement Date.
 Disability Benefits provided however
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Benefit Following a Change In Control.
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Survivor Benefit
 (a)
    
    In the event a Participant dies while receiving benefits
under the Plan and prior to receiving 120 monthly payments (180 monthly
payments in the case of the CEO-Participant), the Monthly Benefit shall be
continued to the Participants named beneficiary for the balance of the 120
months (180 months in the case of the CEO-Participant) remaining to be paid at
the time of the Participants death; provided, however, the 120 month term
certain period (180 months in the case of the CEO-Participant) shall be
reduced as provided in Section 4.1 if the Participant did not Separate from
Service before his Normal Retirement Date.(b)
    
    If a Participant dies while employed by the Company and prior
to the commencement of the payment of benefits under the Plan, the
Participants named beneficiary shall receive a Monthly Benefit equal to 35%
of the Participants Monthly Pay; provided, however, if the deceased
Participant is the CEO-Participant, the Monthly Benefit payable to such
CEO-Participants named beneficiary shall be equal to 60% of the
CEO-Participants Monthly Pay. The Monthly Benefit shall commence within 75
days of the Participants death and be payable for 120 months (180 months in
the case of the CEO-Participant); provided, however, the 120 month term
certain period (180 months in the case of the CEO-Participant) shall be
reduced as provided in Section 4.1 if the Participants death should occur
before his Normal Retirement Date.(c)
    
    The Participant may designate a beneficiary or beneficiaries
to receive any benefits payable under this Plan after the death of the
Participant. Such designation, to be effective, shall be in writing, signed
by the Participant and delivered to the Committee before the Participants
death. If a Participant fails to name a beneficiary, or if all named
beneficiaries predecease the Participant, then the Participants named
beneficiary shall be deemed to be the person or persons surviving Participant
in the first of the following classes in which there is a survivor, share and
share alike:
 (i)
    
    The surviving spouse;(ii)
    
    The Participants children, except that if
any of the children predecease the Participant but leave issue
surviving, then such issue shall take by right of
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representation the share their parent would have taken if living;(iii)
    
    The personal representative (executor or
administrator) of the Participants estate.
 (d)
    
    If the Participants beneficiary should die after the
Participant but before the complete distribution of the death benefit that
such beneficiary is entitled pursuant to the Plan, the balance of such benefit
shall be paid to any contingent beneficiary designated by the Participant in
the beneficiary designation on file with the Committee or, in the absence of
the designation of a contingent beneficiary, to the estate of the primary
beneficiary.
 Payment of Benefits.
 Tax Withholding.
 Section 5. Funding
  Section 6. Claims Procedure
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Section 7. Miscellaneous
 Nonalienation of Benefits
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Amendment and Termination.
 Amendment . provided however provided further
 Termination of Plan
 Not a Contract of Employment.
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Participation in Other Plans provided however
 Incompetent Payee.
 Applicable Law.
 Professional Veterinary Products, Ltd.By:
    /s/ Steve PricePresidentBy:
    /s/ Tom Latta, D.V.M.Secretary 12