Company shall reimburse Contractor all reasonable expenses incurred by Contractor inperforming his duties. Any expenses in excess of $500 must be approved by the Chief ExecutiveOfficer of the Company in advance. Except as provided above, Contractor shall provide atContractor’s own expense, all other things necessary for Contractor to properly perform thisAgreement. Company may specify or may agree with Contractor regarding the quality, nature, andtime of the services to be rendered by Contractor, but shall not have control over the specificmanner or means by which Contractor shall perform, which shall be left to Contractor’s professionaljudgment.     3. **Contract Fees**. For services rendered under this Agreement, Company shall payContractor as follows:Amount of Fees: Contractor shall be paid a yearly amount of $84,000. If this ConsultingAgreement is extended beyond January 31, 2011, the contract fees shall be re-negotiated atthat time.Payment Schedule: The $84,000 shall be paid in 12 monthly installments.     The foregoing shall constitute the only compensation from Company to Contractor.     4. **Insurance**. During the term of this Agreement, Contractor shall maintain in fullforce and effect, in a form and amount satisfactory to Company, the following insurance:     a. Vehicle liability insurance covering any travel by Contractor when renderingservices under this Agreement; and     b. Commercial general and/or professional liability insurance, or umbrella coverage,covering all acts and services of Contractor and its employees and agents under thisAgreement, unless waived by Company.     Contractor shall upon execution of this Agreement, at the time of renewal of the term of thisAgreement, and at other times upon request, provide Company with insurance certificates reflectingthe coverage described above.     5. **Independent Contractor**. It is the intention of the parties that Contractor is anindependent contractor and not an employee, agent, joint venturer or partner of Company. Nothingin this Agreement shall be construed as creating the relationship of employer and employee betweenCompany and Contractor or between Company and any employee or agent of Contractor. This Agreementis not exclusive; Contractor shall retain the right to perform services for others during the termof this Agreement provided any such additional work shall not directly or indirectly be with or fora competitor of Company or any of its subsidiaries, and Company shall retain the right to obtainthe same or similar services from others. Contractor may at its own risk employ other individualsto assist Contractor to perform this Agreement, and Company may not direct
 

 
or control such assistants. Company shall not be obligated to pay employment taxes on or makewithholdings in connection with compensation paid to Contractor or paid by Contractor toContractor’s employees or assistants, but shall report all fees paid to Contractor to the IRS asrequired by law. Contractor is responsible for paying any and all taxes related to thecompensation paid hereunder or paid from Contractor to its employees or assistants, and shallindemnify Company against any taxes, liabilities, penalties, or costs incurred by Company shouldContractor fail to do so. Company will not reimburse Contractor for any form of insurancebenefits, pension benefits, vacation or holiday benefits or any other benefits or expenseswhatsoever.     6. **Proprietary Rights**.     a. During the term of this Agreement, Contractor will have access to certainconfidential and propriety information of Company (“Confidential Information”).Confidential Information shall include all of Company’s trade secrets (as defined under theapplicable trade secrets law), and all information relating to Company’s operations,services, products, programs, publications, research, development, patients, finances,marketing plans and strategy, pricing strategy, and shall include source code, designspecifications, drawings and data flow analyses for all products, deliverables, and othermaterials developed or prepared for Company pursuant to this Agreement, if any.     b. During and after the term of this Agreement, Contractor shall not disclose anyConfidential Information to any person, or permit any person to use, examine or reproduceConfidential Information, without Company’s express written consent, unless suchConfidential Information has become public knowledge through means other than breach of thisAgreement.     c. All materials, inventions, work papers, documents, reports, procedures, methods,concepts, and other work product of any kind generated, developed, conceived, or worked onby Contractor under this Agreement, including but not limited to any computer software,programs, or other product in electronic form, are works made for hire for Company, are theproperty of Company, and all right, title and interest therein, including exclusive rightsto use, market, copy, sell, lease, patent and copyright, shall vest exclusively in Company.Contractor shall mark all copies of such materials with Company’s copyright or otherproprietary notice as directed by Company. Contractor agrees to fully cooperate withCompany, at Company’s expense, during and after the term of this Agreement, in perfectingCompany’s right and title to such works and executing any documents or assignments orregistrations of copyright requested by Company. All information, documents, data andmaterials furnished to Contractor by Company are and shall remain the property of Company.     7. **Notices**. Any notice required by any provision of this Agreement shall be deemed tohave been sufficiently given when delivered in person or by courier or
 

 
delivery service, or when deposited in any form of United States mail, all postage or othercharges prepaid, at the addresses set forth at the beginning of this Agreement.     8. **Miscellaneous**. This Agreement may not be assigned, supplemented, amended, modifiedor otherwise altered except by written instrument executed by both of the parties hereto, and nocourse of dealing or trade usage between the parties shall be effective to supplement, amend,modify or alter this Agreement. The failure to enforce or to require the performance at any timeof any of the provisions of this Agreement shall not be construed to be a waiver of suchprovisions, and shall not affect either the validity of this Agreement or any part hereof or theright of any party thereafter to enforce each and every provision in accordance with the terms ofthis Agreement. This Agreement shall be construed in accordance with the laws of the State ofNebraska. The foregoing constitutes the entire agreement of the parties as to the subject matterhereof.           PROFESSIONAL VETERINARY PRODUCTS, LTD.   REICO, INC.             By: /s/ Steve Price    By: /s/ Dr. Lionel Reilly Dr. Lionel Reilly             Title:                                Date: 01/30/09   Date: Jan 30, 2009