<PAGE>


                                  EXHIBIT 10.12

                                 LEASE AGREEMENT

                  This Lease, dated this 15th day of March 2002 by and between
KINSLEY EQUITIES II LIMITED PARTNERSHIP hereinafter referred to as "Landlord"
and PROFESSIONAL VETERINARY PRODUCTS LTD., hereinafter referred to as "Tenant".

                              W I T N E S S E T H:

         The Landlord, for and in consideration of the payment of rent and the
performance of the covenants and agreements entered into herein between the
Landlord and the Tenant, does hereby lease to the Tenant, and the Tenant does
hereby lease from the Landlord, the following described premises:

              70,000 leasable square feet of space (the "Premises") in a
              246,000 SF building (the "Building) constructed on the
              premises and property known as Berkshire Business Park Lot
              #3, located at 3640 Sandhurst Drive, (Suite number to be
              determined), York, Pennsylvania 17402 (the "Property").

         The boundaries and location of the improvements and the land comprising
the Premises are shown on the plans attached hereto and made a part hereof and
marked as Exhibit D -Site Plan and Exhibit E -Floor Plan.

Article 1.        TERM:

         The initial base term of this Lease shall begin on the Commencement
Date and shall end five (5) years after the end of the first complete calendar
month containing the Commencement Date (the "Initial Term"). By way of example,
if the Commencement Date is April 20, 2002, the Initial Term will end on April
30, 2007, subject to Tenant's option to renew as described in Article 4 of this
Lease.

Article 2.        COMMENCEMENT DATE:

         The Commencement Date of this Lease Agreement shall be the first to
occur of (a) the date upon which a Certificate of Occupancy has been issued by
the Pennsylvania Department of Labor and Industry for the Premises or (b) the
date Tenant beneficially occupies the Premises. Landlord shall send Tenant a
commencement letter in substantially the same form as shown on Exhibit "A"
attached. Tenant shall sign such commencement letter and return it to Landlord
indicating its agreement with the terms of such commencement letter.
Notwithstanding the above, if there are any discrepancies between such
commencement letter and this Lease, this Lease shall govern, except the
Commencement Date shall be as set forth in such commencement letter.

Article 3.        RENT:

         The Tenant, in consideration of the Lease, covenants and agrees to pay
to the Landlord the annual rent for the Premises as set forth below (hereinafter
referred to as the "Base Rent") payable on the first day of each and every
calendar month during the Term, in advance, in monthly installments, except that
the payment that is due and owing for the first full month's rent shall be paid
upon execution of this Lease Agreement.

         The Base Rent for the entire Term shall be payable as follows:

        <TABLE>
        <CAPTION>
        Period            Annual Base Rent        Monthly Base Rent
        ------            ----------------        -----------------
        <S>               <C>                     <C>
        Years 1-2         $266,000.04             $22,166.67
        Years 3-4         $273,000.00             $22,750.00
        Year 5            $287,000.04             $23,916.67
        </TABLE>

<PAGE>

         The annual rent is payable in advance, in the equal monthly installment
specified above on the first day of each and every calendar month during the
Term hereof, except that the rental payment for any fractional calendar month at
the commencement of the Lease Term shall be pro rated based on the actual number
of calendar days in the month in which the Commencement Date occurs. Any pro
rated rent for such fractional month shall be paid at the same time as the next
regularly scheduled rent payment.

Article 3A. TENANT IMPROVEMENT RENT:

         Prior to the Commencement Date, Landlord shall complete additional
tenant improvements as shown on the attached Exhibit "E"-Floor Plan and Exhibit
H-Additional TI Scope of Work. Tenant shall pay for those additional
improvements, as additional rent (the "Tenant Improvement Rent" or "TI Rent"),
on a monthly basis during the Initial Term equal to the following:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
Period                                  Monthly TI Rent                       Annual TI Rent
--------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                   <C>
Years 1 - 5                             $6,708.33                             $80,499.96
--------------------------------------------------------------------------------------------------------------------
</TABLE>

In the event that the parameters of the attached Exhibit H-Additional TI Scope
of Work changes at Tenant's request, Tenant acknowledges that those changes may
effect the Tenant Improvement Rent as set forth above and agrees to execute such
amendments to this Lease as may be necessary to reflect such changes in the TI
Rent. No additional Tenant Improvement Rent payment will be due after the
Initial Term provided Tenant had all sixty (60) Tenant Improvement Rent payments
during the Initial Term.

         The annual TI Rent is payable in advance, in the equal monthly
installment specified above on the first day of each and every calendar month
during the Term hereof. In the event that the Commencement Date occurs on a date
other than the first day of a calendar month, Tenant shall still be responsible
for a full month payment of the TI Rent, which shall be due on the first day of
the next calendar month after the Commencement Date. Tenant shall not be
entitled to pro rated TI Rent at the commencement of the Lease Term, and shall
make sixty (60) equal monthly payments throughout the Term.

Article 3B.  LATE PAYMENT CHARGES:

         Subject to the provisions of Article 24, in the event any payment due
under the terms of this Lease is not received within ten (10) calendar days of
the due date for such charges, a service charge of ten percent (10%) of the
amount due shall be charged to and paid by Tenant to Landlord.

Article 3C.  OPERATING EXPENSES:

         Tenant shall pay to Landlord during the Term hereof, in addition to the
Base Rent, Tenant's share, as hereinafter described, of all Operating Expenses,
as hereinafter defined, during each calendar year of the Term of this Lease, in
accordance with the following provision:

     "Operating Expenses" are defined for purposes of this Lease, as all costs
incurred by Landlord, if any, for

     1. The operation, repair and maintenance , in neat, clean, good, safe order
and condition of the following:

          A. The common areas, including parking areas, loading and unloading
     areas, trash areas, roadways, sidewalks, driveways, landscaped areas, lawn
     areas, striping, bumpers, common area light facilities and common signs.

          B. The repair and maintenance of the HVAC systems servicing the
     Building

          C. Any other service to be provided by Landlord that is elsewhere in
     this Lease stated to be an "Operating Expense";

     2. The cost of the premiums for the insurance policy to be maintained by
Landlord under Article 9 hereof and Article 10 hereof.

     3. The amount of the real estate tax to be paid by Landlord under Article 8
hereof.

     4. The cost of water, gas and electricity to service the common areas.

<PAGE>

         5. The cost of all maintenance programs to service the Premises. The
inclusion of the improvements, facilities and services set forth by the
definition of Operating Expenses shall not be deemed to impose an obligation
upon Landlord to either have said improvements or facilities or to provide those
services unless the building already has the same, Landlord already provides the
services or Landlord has agreed elsewhere in this Lease to provide the same or
some of them.

         Nothing in this Lease shall be construed to impose any obligation on
Tenant to bear the cost of any capital improvements to the property whatsoever.
No capital expenditures made by Landlord, whether made to improve the land,
building or improvements, shall be allocated to Tenant in any way.

         The responsibility of Tenant and Landlord with respect to Operating
Expenses and structural repair items are further described in Exhibit "B"
Operating Expense Responsibility attached hereto and made a part hereof.

         During the Term of this Lease the Tenant will pay Landlord, as
additional rent, its pro rata share of Landlord's Operating Expenses. Landlord
shall estimate for each calendar year the monthly additional rent to be paid by
the Tenant. If within 30 calendar days of receipt of Landlord's statement,
Tenant contests any increase in Operating Expenses, Tenant shall have the right
to inspect Landlord's records relating to Operating Expenses and, if Landlord
and Tenant are still unable to agree on the increase in Operating Expenses for
the current lease year, the matter shall be referred to an independent certified
public accountant who will calculate the increase to Tenant's share of Operating
Expenses. The cost of such independent certified public accountant shall be
shared equally by Landlord and Tenant. For the first calendar year, the Tenant's
estimated pro rata share of Landlord's Operating Expenses shall be $4,141.67 per
month. Each installment of Tenant's share of Operating Expenses shall be payable
by Tenant on the first day of each month during the Term with the Base Rent
referred to in Article 3. The total amount to be remitted by Tenant to Landlord
during the initial lease year shall be as follows:

<TABLE>
<CAPTION>
                                                    Monthly        Total Annual
                                                   ----------      -----------
             <S>                                   <C>             <C>
             Base Rent                             $22,166.67      $266,000.04
             Tenant Improvement Rent               $ 6,708.33      $ 80,499.96
             Estimated Operating Expenses          $ 4,141.67      $ 49,700.04
                                                   ----------      -----------
             TOTAL                                 $33,016.67      $396,200.04
</TABLE>

         Landlord shall deliver to Tenant as soon as possible after the
expiration of each calendar year a reasonably detailed statement showing
Tenant's share of the actual Operating Expenses incurred during the preceding
year. If Tenant's payments under this Article during said preceding year were
less than Tenant's share as indicated on said statement, Tenant shall pay to
Landlord the amount of the deficiency within thirty (30) calendar days after
delivery by Landlord to Tenant of said Statement. If Tenant's payments under
this Article during said preceding year were more than Tenant's share as
indicated on said statement, Tenant shall receive a credit from Landlord equal
to the amount of such overage. Such credit shall be applied against the charges
due from Tenant in the month following said statement. If such statement is
delivered to Tenant during the last month of the Term of this Lease or after the
expiration of the Term of this Lease, Landlord shall reimburse Tenant in cash
for any overpayment and such responsibility shall survive the Term of this
Lease.

         Tenant's share of all of the Operating Expenses shall be determined by
totaling all of those costs and multiplying it by a fraction, the numerator of
which shall be the number of leasable square feet in the Premises and the
denominator shall be the total number of gross leasable square feet in the
building of which the Premises is a part. If the floor area of the Premises or
the building of which the leased Premises are a part is changed during the
original Term or any renewal Term of this Lease, Tenant's pro rata share shall
be determined as provided above.

         If Tenant commences occupying the Premises other than on January 1 of
any year, or vacates the Premises prior to December 31 of any year, the charges
for reimbursement of Landlord's charges for Operating Expenses shall be pro
rated, based upon the actual time Tenant was in possession of the Premises at
the beginning of the Lease and also at the end of the Lease.

<PAGE>

Article 4.        OPTION TO RENEW:

         Provided Tenant is not in default of the terms, conditions, or
covenants contained in this Lease, beyond any grace or cure period established
herein, Tenant shall have the right, and option to extend or renew this Lease
for two periods of three (3) years each (the "Renewal Term"), commencing
immediately after the end of the Lease Term or Renewal Term, if applicable. The
option to renew is only exercisable if Tenant is not in default of the Lease or
in the performance of any of its terms and conditions at the end of the Lease
Term or at the time of exercise of any of its options. If any option to renew is
exercised, all the terms and conditions of the Lease shall remain except that
the rent shall be adjusted as follows to the following:

         The annual Base Rent for the renewal periods shall be:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------
PERIOD                                  BASE RENT RATE
------------------------------------------------------------------------------
<S>                                     <C>
Year 6                                  $4.10/SF
------------------------------------------------------------------------------
Years 7 - 8                             $4.25/SF
------------------------------------------------------------------------------

------------------------------------------------------------------------------
PERIOD                                  BASE RENT RATE
------------------------------------------------------------------------------
Years 9 - 10                            $4.40/SF
------------------------------------------------------------------------------
Year 11                                 $4.60/SF
------------------------------------------------------------------------------
</TABLE>

         Tenant must give written notice to the Landlord 180 calendar days prior
to expiration of this Lease to exercise this option.

Article 5.        USE OF PREMISES:

         The Tenant is hereby given the privilege and right to use the Premises
for its veterinary products warehouse and distribution business and any use
related to the operation of said business. Landlord represents that, to the best
of Landlord's knowledge, use of the Premises for such business is permitted
under currently applicable zoning requirements, and there are no legislative,
regulatory, or judicial proceedings underway that would render such use
impermissible. Tenant may utilize and use the Premises for any other lawful
office or lawful commercial or industrial use only upon the prior written
consent of the Landlord.

         Tenant shall at its own cost and expense, promptly observe and comply
with all laws, ordinances, requirements, orders, directives, rules and
regulations of the federal, state, county, municipal or town governments and of
all governmental authorities or agencies affecting the Premises whether same are
in force on the Commencement Date of this Lease or are passed, enacted or
directed in the future (collectively, "Legal Requirements").

         However, the Tenant shall not be required to make any structural
repairs or changes in the improvements, or any non-structural repairs made
necessary by defects in the construction or changes to the Property that may be
required by any governmental agency or authority, unless the required changes to
the structure are the results of any changes or defects caused or initiated by
the Tenant.

         Tenant shall not use or permit the Premises to be used for any purpose
other than as specified herein and shall not use or permit the Premises to be
used for any unlawful, immoral, hazardous, or disreputable purpose. Furthermore,
the use of the Premises shall not be in violation of any laws, ordinances,
regulations, or other applicable governmental regulations or any use which would
jeopardize or invalidate any of the insurance coverage on the Premises that are
held by the Landlord.

         Tenant covenants and warrants that Tenant, Tenant's work and Tenant's
use of Premises will at all time comply to all laws, statutes, ordinances, rules
and regulations of any governmental, quasi-governmental or regulatory
authorities ("Laws") which relate to the transportation, storage, placement,
handling, treatment, discharge, generation, production or disposal (collectively
"Treatment") of any waste, petroleum product, waste products, radioactive waste,
poly-chlorinated biphenyl's, asbestos, hazardous materials of any kind, any
substance which is regulated by any law, statute ordinance, rule or regulation
(collectively "Waste"). Tenant further covenants and warrants that it will not
engage in or permit any person or entity to engage in any Treatment of any Waste
on or which affects the Premises.

         Immediately upon receipt of any Notice (as hereinafter defined) from
any person or entity, Tenant shall deliver to Landlord a true, correct and
complete copy of any written Notice. "Notice" shall mean any

<PAGE>

note, notice or report of any suit, proceeding, investigation, order, consent
order injunction, writ, award or action related to or affecting or indicating
the Treatment of any Waste in or affecting the Premises.
     Tenant hereby agrees to indemnify, defend, save and hold harmless Landlord
and Landlord's officers, directors, owners, employees, agents and their
respective heirs, successors and assigns (collectively "Indemnified Parties")
against and from, and to reimburse the Indemnified Parties with respect to, any
and all damages, claims, liabilities, loss, costs and expense (including,
without limitation, all attorneys' fees and expenses, court costs,
administrative costs and costs of appeals), incurred by or asserted against the
Indemnified Parties by reason of or arising out of: (a) the breach of any
representation or undertaking of Tenant under this Article 5 or (b) arising out
of the Treatment of any Waste by Tenant or any licensee, concessionaire, manager
or other party occupying or using the Premises, in or affecting the Premises.
     Tenant agrees to deliver upon request from Landlord estoppel certificates
to Landlord expressly stipulating whether Tenant is engaged in or has engaged in
the Treatment of any Waste in or affecting the Premises, and whether Tenant has
caused any spill, contamination, discharge, leakage, release or escape of any
Waste in or affecting the Premises, whether sudden, gradual, accidental or
anticipated, or any other nature at or affecting the Premises and whether, to
the best of Tenant's knowledge, such an occurrence has otherwise occurred at or
affecting the Premises.

Article 6. COMMON AREAS AND FACILITIES:

     The common areas and facilities which are provided by the Landlord in or
near the Property for the general common use of the tenant, their officers,
agents, employees and customers shall include but not be limited to parking
areas, access road, loading docks, sidewalks, landscape and planting areas,
lighting facilities and other area of improvement. The common areas and
facilities shall at all times be under the exclusive control and management of
the Landlord. Landlord shall have the right to establish, modify and enforce
reasonable rules and regulations with respects to the common areas and
facilities.

Article 7. PAYMENT OF UTILITY CHARGES AND SERVICES:
     Tenant shall be solely responsible for the payment of its own gas,
telephone, metered electricity, refuse disposal, and any other utility services
or charges that are used or wasted by said Tenant on the Premises. Gas and
electricity shall be separately metered for the Premises apart from other
adjacent rental spaces that are owned, rented or reserved by the Landlord.
Tenant shall be responsible for contacting all of the applicable utility
providers to ensure that the utilities described above are billed to Tenant
beginning on the Commencement Date. In addition, Tenant shall be responsible for
contacting such utility providers upon the termination of this Lease to cause
such utilities to no longer be charged to Tenant.
     Landlord shall be responsible for installing HVAC systems, as described on
Exhibit "H", in the Premises that exceed the requirements of the HVAC systems
originally planned for the Building. Landlord shall be responsible for
maintaining and repairing the HVAC systems servicing the Premises; however,
Tenant shall be responsible for the reimbursement to Landlord for the costs of
such maintenance and repairs during the Term of this Lease. The costs of such
maintenance and repairs shall be reasonably determined by Landlord and shall be
added to the Operating Expenses that are charged to Tenant as set forth in
Article 3C hereof. Notwithstanding the above, the costs of the maintenance and
repairs attributed to such excess HVAC systems, as reasonably determined by
Landlord, shall be charged solely to Tenant and not allocated to other tenants
in the Building.
     Landlord shall under no circumstances be liable to Tenant in damages or
otherwise, for any interruption in the service of water, electricity, gas,
heating, air conditioning or other utilities or services caused by any
unavoidable delay, by the making of any necessary repairs or improvements, or by
any cause beyond Landlord's reasonable control.
     Tenant shall be responsible for and bear the cost of removal of all waste
and refuse generated in his course of business.

<PAGE>

Article 8. REAL ESTATE TAXES:
     Landlord shall pay all real estate taxes
levied by a governmental entity against the Premises on or prior to the date
same are due. All real estate taxes shall be included in Operating Expenses as
described in Article 3C hereof.

Article 9. PROPERTY INSURANCE:
     During the Term of this Lease or any extensions or renewals thereof,
Landlord covenants that it will insure the improvements now standing upon the
Premises, against loss or damage by fire and other perils covered under a
special cause of loss form or on an all-risk basis with a responsible insurance
company or companies and will maintain such insurance at all times during the
Term of this Lease or any extensions or renewals hereof in an amount equal to
not less than the full insurable value of said improvements on a replacement
cost basis. Landlord agrees to purchase such insurance at a cost which is
reasonable and comparable to the cost of insurance for premises similar in size
and use. The policy or policies thereof shall be taken out by Landlord and the
premiums for such policy or policies shall be included in Operating Expenses as
described in Article 3C hereof. Upon Tenant's request, Landlord agrees to
furnish Tenant a certificate of insurance for the above coverage. Tenant shall
be solely responsible for any premiums or any increase in Landlord's premium on
account of changes of the premises caused by Tenant or hazardous activities of
Tenant, and shall be solely responsible for obtaining any fire or extended
coverage insurance of its personal property, and materials stored in or about
the Premises. In addition, if required by the lender holding a mortgage on the
Property, Landlord shall have the option of procuring rental loss insurance with
respect to the Premises and the premiums for such policy or policies shall be
included in Operating Expenses as described in Article 3C hereof.

Article 10. LIABILITY INSURANCE:
     At all times during the Term hereof or any extension thereof, Landlord
shall maintain and keep in force, for the benefit of the Landlord general public
liability insurance against claims for personal injury, death, or property
damage occurring in or about the Premises or sidewalks or areas adjacent to the
Premises to afford protection to the limit of not less than One Million Dollars
($1,000,000.00) in respect to bodily injury or property damage and to the
aggregate limit of not less than Three Million Dollars ($3,000,000.00) in
respect to bodily injury or property damage. Such insurance shall name Tenant as
additional insured in respect to the Premises with a minimum limits as described
above. The premiums for such insurance shall be included in Operating Expenses
as described in Article 3C hereof. During the entire Term of this Lease, the
Tenant shall maintain in force general liability insurance naming the Landlord
as additional insured in respect to the Premises with a minimum limit as
described in this Article 10.
     The Tenant and Landlord shall furnish to the other a certificate of
insurance for the above coverage which contains a clause requiring a minimum of
thirty (30) calendar days notice of non-renewal or cancellation to the Landlord.

Article 11. WAIVER OF SUBROGATION CLAUSE:
     Landlord and Tenant hereby release each other from any and all liability or
responsibility to the other or anyone claiming through or under them by way of
subrogation or otherwise from any insured loss, even if such insured loss shall
have been caused by the fault or negligence of the other party, or anyone for
whom such party may be responsible; provided, however, that this release shall
be applicable in force and effect only with respect to loss or damage occurring
at such a time that the parties' policies shall contain a clause or endorsement
to the effect that any such release shall not adversely affect or impair said
policies or prejudice the right of the party to recover thereunder. Each party
shall obtain such waivers of subrogation to the extent such waiver is possible
under its property and casualty insurance policies.

Article 12. INDEMNIFICATION:
     Tenant shall defend, indemnify and save Landlord harmless from and against
any and all liability, claims, damages, penalties, or judgments arising from or
in any way connected with injury to person or

<PAGE>

property sustained in and about the Premises in the custody and control of
Tenant. If Landlord shall, without fault on its part, be made a part of any
litigation commenced by or against Tenant, Tenant shall defend, indemnify and
hold Landlord harmless, and Tenant shall pay all reasonable expenses, attorney
fees, and costs that may be incurred by Landlord, and Tenant will be kept
informed of all such costs incurred by Landlord on a regular basis.
     Except for the negligence of Landlord or the negligence of Landlord's
officers, agents, servants, employees, or contractors, Landlord shall not be
responsible or liable for any damage or injury to any property, fixtures,
buildings, or other improvements, or to any person or persons at any time on the
Premises, including any damage or injury to Tenant or to any of Tenant's
officers, agents, servants, employees, contractors, customers, or sublessee.
     Landlord shall defend, indemnify and save Tenant harmless from and against
any and all liability, claims, damages, penalties, or judgments arising from or
in any way connected with injury to person or property sustained in and about
the Premises in the custody and control of Landlord. If Tenant shall, without
fault on its part, be made a part of any litigation commenced by or against
Landlord, Landlord shall defend, indemnify and hold Tenant harmless, and
Landlord shall pay all reasonable expenses, attorney fees, and costs that may be
incurred by Tenant, and Landlord will be kept informed of all such costs
incurred by Tenant on a regular basis.
     Except for the negligence of Tenant or the negligence of Tenant's officers,
agents, servants, employees, or contractors, Tenant shall not be responsible or
liable for any damage or injury to any property, fixtures, buildings, or other
improvements, or to any person or persons at any time on the Premises, including
any damage or injury to Landlord or to any of Landlord's officers, agents,
servants, employees, contractors, customers, or sublessor.

Article 13. MAINTENANCE AND REPAIRS:
     Landlord represents and warrants at the Commencement Date and for the
duration of the lease Term that the Premises will be in good working order and
repair and maintain all equipment in good operating condition. Tenant accepts
the property as of the Commencement Date in an "AS IS" condition upon assuming
possession of the Premises. Landlord will correct all construction defects,
whether structural or not, discovered within one year of the Commencement Date,
or such longer period as may be specified in an applicable contractor's,
subcontractor's, or materialmen's warranty. In addition, Landlord will make all
necessary structural repairs to the Premises throughout the Term of this Lease.
The structural items for which Landlord shall be responsible are the roof,
exterior walls, the bearing walls (if such walls have not been changed by
Tenant), the support beams, the columns, the concrete floor slabs, the plumbing
system below the floor level of the facility (obstruction caused by Tenant shall
be Tenant's responsibility to correct), except those damages that are caused by
the Tenant's negligence. Tenant agrees to give prompt notice to Landlord of any
defects or other hazardous conditions required to be repaired or remedied by
Landlord. If the repairs required to be made by Landlord or Tenant are not
completed within a reasonable time after request for such repair by the other
party, Landlord or Tenant, as the case may be, shall have the option to make
such repairs after first giving the other party fifteen (15) calendar days
notice of its intention to do so, and any amounts expended by virtue thereof
shall be added to or subtracted from the next month's rent in the full amount of
the expenditures.
     Landlord, during the Term of this Lease, shall maintain and repair when
needed all of the mechanical equipment ("HVAC system"), including but not
limited to heating and air conditioning units, plumbing, and electrical units,
in a good condition and good state of repair. Further, Landlord shall maintain a
service contract on the HVAC system with a reputable heating and air
conditioning contractor, providing for regular routine maintenance, changing of
filters and lubricating the HVAC system. Such maintenance and repair and service
contract shall be included in Operating Expenses as described in Article 3C
hereof.
     Tenant shall keep the Premises free and clear of rodents, bugs and vermin,
and Tenant shall use, at its cost and at such intervals as Landlord shall
reasonably require, a reputable pest extermination contractor to provide
extermination services in the Premises. Notwithstanding the above, if Landlord
reasonably determines that an extermination service needs to be provided to the
entire Building in order to eliminate pests from the entire Building, Landlord
shall contract for such extermination services and include the cost of such
services in Operating Expenses. Landlord shall provide Tenant with advance

<PAGE>

notice of any such extermination services to be made to the Premises by Landlord
within a reasonable period of time.

         Tenant shall keep the Premises clean and orderly and shall not cause
the common areas to become disorderly, cluttered, dirty or trashed at any times
and shall not cause refuse to accumulate around any portion of the Property.
Trash shall be stored in a sanitary and inoffensive manner inside the Premises
or in screened areas approved by Landlord, and Tenant shall cause the same to be
removed at reasonable intervals.

         Landlord shall provide Tenant with five suite keys at no cost to
Tenant. All keys are on "Do Not Duplicate" blanks, and numbered for Tenant's
security. These keys cannot be reproduced unless they are done by Landlord's
locksmith . If additional keys are required by Tenant, Tenant shall contact
Landlord in order that Landlord may authorize the issuance of such keys. The
cost of any such additional keys shall be the responsibility of Tenant to pay.

Article 14.       ALTERATIONS AND ADDITIONS:

         After Tenant occupies the Premises, Tenant, at its expense, shall have
the right to make changes in the interior of the Premises, other than major
structural changes, as it shall deem necessary or advisable in adapting the
Premises for its use. No structural changes shall be made without the prior
written consent of Landlord. To the extent such changes are not covered by the
Tenant Improvement Rent. Tenant shall be responsible for any and all costs
associated with said improvements made after Tenant occupies the Premises and
shall be responsible to obtain any and all necessary building permits, use and
occupancy permits, etc. from any and all governmental agencies or authorities as
may be applicable.

         All fixtures shall become a part of the Premises and the property of
the Landlord at the termination of the Lease, except that trade fixtures, and
other fixtures installed by Tenant shall be considered as its own, and Tenant
may recover the same at any time during the Term of this Lease or any extension
thereof, provided that Tenant shall repair any damage caused to the Premises by
such removal.

Article 15.       DAMAGE OR DESTRUCTION OF IMPROVEMENTS:

         In the event the Premises shall be rendered untenable by fire or other
casualty, Landlord will, within sixty (60) calendar days from the date of said
damage or destruction, repair or replace the Premises to substantially the same
condition as prior to the damage or destruction. If Landlord fails to commence
repair of the damage or destruction within thirty (30) calendar days from the
date of such damage or destruction, or if the Premises have not been replaced or
repaired to such condition within sixty (60)) calendar days, Tenant may, at its
option, upon written notice to the Landlord, terminate this Lease. The rent
herein required to be paid shall abate during the period of such
untenantability.

         If the Premises shall be damaged in part by fire or other casualty but
still remains tenantable, Landlord shall repair the Premises to substantially
the same condition as prior to the damage. Landlord shall commence repair of the
damage or destruction within thirty (30) calendar days from the date of
occurrence. During the period of such repairs and restoration, the Lease shall
continue in full force and effect; provided, however, that Tenant shall be
required to pay the rent, herein reserved, abated by the percentage of area
destroyed as compared to the total area herein demised. Said percentage shall be
established within ten (10) calendar days following the damage.

         In the event that any damage or destruction occurs during the last
twelve (12) months of the original Term of this Lease or any extension of the
Term, to the extent of fifty percent (50%) or more of the insurable value of the
Tenant's Premises or the entire building of which the Premises is a part,
Landlord or Tenant may elect to terminate this Lease as of the date of the
destruction or damage, by giving notice of such election within fifteen (15)
calendar days after such damage or destruction. In such event, Landlord shall
receive the proceeds of the insurance policies without obligation to rebuild or
restore the Premises, and Tenant shall execute any waiver which may be required
of it by any insurer or Landlord.

         Any dispute which arises under this Article regarding the usability of
the Premises and reasonable rent shall be settled by arbitration pursuant to the
provisions of Article 28.

<PAGE>

Article 16.       LANDLORD'S RIGHT TO ACCESS:

         Tenant shall permit Landlord and its agents to enter upon the Premises
at all reasonable times during business hours to examine the condition of the
same, provided that Landlord gives Tenant a twenty-four (24) hour notice of said
inspection, and that said inspection does not interfere adversely with the
conduct of the Tenant's daily business, except in case of emergency, and shall
permit Landlord to make such repairs as may be required.

         Tenant shall permit Landlord and its agents to enter upon the Tenant's
Premises at all reasonable times to make repairs or construct improvements to
the Building or the Premises for the benefit of Tenant or other occupants of the
Building or Property provided such repairs or additional improvements do not
substantially impair or diminish the Tenant's use of the Premises. Landlord
shall give Tenant a notice period of at least twenty four (24) hours for repairs
and three (3)business days for constructing improvements before entering the
Premises for such purposes. Landlord shall use its best efforts to minimize any
disruption of the Tenant's operations as a result of such entry into the
Premises.

     Tenant shall permit Landlord, for a period of sixty (60) calendar days
prior to the expiration of the Term of this Lease, to place upon the Premises
the usual "For Rent" or "For Sale" signs, and shall permit Landlord and its
agents, at reasonable times and upon twenty-four (24) hours notice, to show the
Premises to prospective tenants or purchasers.

Article 17.       SURRENDER OF PREMISES:

         Tenant shall surrender and deliver up the Premises and appurtenances at
the end of the Term broom clean and in as good condition and order as they were
on the Commencement Date of the Term hereof, reasonable use and ordinary wear
and tear thereof and leasehold improvements made with Landlord's consent
excepted. Tenant may remove all trade fixtures, signs, equipment, stock and
trade, and other items of a similar nature used in connection with its business,
including such as may have been temporarily attached to the realty, provided all
rents stipulated to be paid hereunder have been paid and all damage to the
Premises is properly repaired. If said removal results in injury to or
defacement of the Premises, Tenant shall immediately repair the Premises at its
expense.

Article 18.       SIGN:

         The Tenant, at Tenant's expense, shall have the privilege and right of
placing, where provided by Landlord, one (1) sign on the front door of the
Premises and one (1) sign on the building, if available, as it deems necessary
and proper in the conduct of its business subject to Landlord's prior written
approval, which approval may not be unreasonably withheld. All signs will
conform to the size, location, and quality as determined by the Landlord and as
specified on Exhibit "F". Tenant shall comply with all laws, ordinances, plat
and deed restrictions, and lawful municipal regulations applicable to the
erection, maintenance, and removal of such signs. Tenant shall be responsible
for the removal of such signs upon surrender of the Premises. Any damage to any
improvements caused by such removal shall be repaired by Tenant within ten
calendar days written notice from Landlord at Tenant's expense. If such damage
has not been restored by Tenant within such ten (10) day notice period, Landlord
may cause such damage to be repaired and charge Tenant for the cost of such
repairs.

Article 19.       ASSIGNMENT AND SUBLETTING:

         Tenant shall have the right to assign this lease or sublet all or a
portion of the Premises to any subsidiary of Tenant provided Tenant remains
financially responsible for performance of the terms of the lease without the
consent of Landlord.

         Additionally, Tenant shall have the right, with the prior written
consent of the Landlord, which consent shall not be unreasonably withheld, to
assign this Lease or sublet all or any portion of the Premises to a party
unrelated to Tenant provided Tenant remains financially responsible for
performance of the terms of the Lease. In such circumstance, Landlord shall not
impose any compensation requirements as a condition of its consent. Further,
Tenant shall retain any profits from such sublease, regardless of relationship
to Tenant.

<PAGE>

Article 20.       EMINENT DOMAIN:

         If the entire Premises, or such part thereof, as, in the Landlord's
judgment, renders the remainder unsuitable for Tenant's continued use, shall be
taken in appropriate proceedings or by any rights of eminent domain, then this
Lease shall terminate and be utterly void from the time when possession thereof
is required for public use, and such taking shall not operate as or be deemed an
eviction of Tenant or a breach of Landlord's covenant for quiet enjoyment; but
Tenant shall pay all rent due, and perform and observe all other covenants
hereof, up to the time when possession is required for public use. However, if
only a part of said Premises shall be so taken and in the parties' mutual
judgment the Premises remain suitable for Tenant's continued use, and if two (2)
years or more of the Term hereof then remains unexpired, and if the remaining
Premises can be substantially restored within sixty (60) calendar days, then
this Lease shall not be terminated. Landlord will, at its expense, restore the
Premises. The rent payable by the Tenant during the period of restoration shall
be reduced by the apportioned amount. After such restoration, the rent herein
reserved shall be paid by Tenant as herein provided during the remainder of the
Term hereof abated by the percentage that the fair market value of the Premises,
attributable solely to the land and improvements, has been reduced because of
such taking. Said market value immediately before and after such taking shall be
determined by agreement of the parties or, failing agreement of the parties,
within thirty (30) calendar days of the effective date of such taking, by a
local independent fee appraiser selected by mutual agreement of Landlord and
Tenant, which appraiser's decision will be final and binding on the parties. The
cost of such appraiser shall be borne equally by Landlord and Tenant.

         Tenant shall have the right at its sole cost and expense to assert a
separate claim or join in Landlord's claim in any condemnation proceeding for
its personal property, its improvements, loss of value in its leasehold estate,
moving expenses, or any other claims it may have.

         Any dispute which arises under this Article regarding the usability of
the Premises after a taking and reasonable rent shall be settled by arbitration
pursuant and to the provisions of Article 28.

Article 21.       SECURITY DEPOSIT.

         Intentionally deleted.

Article 22.       financial statement:

         The persons signing this Lease on behalf of Tenant hereby personally
represent and warrant to Landlord that the financial statements delivered to
Landlord prior to the execution of this Lease properly reflect the true and
correct value of all the assets and liabilities of Tenant. Tenant acknowledges
that in entering into this Lease, Landlord is relying upon such statements, and
Tenant shall supply Landlord with updated financial statements of Tenant each
Lease Year as reasonably requested by Landlord.

Article 23.       guarantors:

         Intentionally deleted.

Article 24.       DEFAULT:

The following events shall be deemed to be events of default by Tenant under
this Lease:

         a) Tenant shall fail to pay any installment of the rent or other
     charges hereby reserved and such failure shall continue for a period of ten
     (10) calendar days after due written notice to Tenant. Notwithstanding the
     above, if Tenant shall fail to pay any installment of rent or other charges
     by the dates set forth in this Lease more than twice in any calendar year,
     an event of default shall be deemed to have occurred without written notice
     from Landlord.

         b) Tenant shall fail to comply with any term, provision, or covenant
     of this Lease, other than the payment of rent, and shall not cure such
     failure within thirty (30) calendar days after due written notice thereof
     to Tenant, or, if such failure shall be of such a nature that the same
     cannot be completely cured within the said thirty (30) calendar days, if
     Tenant shall not have commenced to cure such failure within such thirty
     (30) day period and shall not thereafter with reasonable diligence and good
     faith proceed to cure such failure.

<PAGE>

         c) Tenant shall file a petition under any section or chapter of the
     National Bankruptcy Act, as amended, or under any similar law or statute of
     the United States or any state thereof, or an involuntary petition in
     bankruptcy shall be filed against Tenant thereunder.

         d) A receiver or trustee shall be appointed for all or substantially
     all of the assets of Tenant.

         e) Tenant shall abandon or vacate the Premises during the Term of this
     Lease.

         f) Tenant shall fail to occupy the leased Premises for fifteen (15)
     consecutive business days without prior written notice to Landlord of such
     vacancy.

         Upon the occurrence of any of such events of default, Landlord shall
have the right, at Landlord's election, to pursue, in addition to and cumulative
of any other rights Landlord may have at law or in equity, any one or more of
the following remedies without any notice or demand whatsoever:

              a) Terminate this Lease, in which event Tenant shall immediately
         surrender the Premises to Landlord, and if Tenant fails so to do,
         Landlord may, without prejudice to any other remedy which it may have
         for possession or arrearage in rent, enter upon and take possession of
         the Premises and expel or remove Tenant and any other person who may
         be occupying said Premises or any part thereof, without being liable
         for prosecution or any claim of damages therefor; and Tenant agrees to
         pay to Landlord on demand the amount of all loss and damage which
         Landlord may suffer by reason of such termination.

              b) Enter upon and take possession of the Premises and expel or
         remove Tenant and any other person who may be occupying the Premises
         or any part thereof without being liable for prosecution or any claim
         for damages therefor, and relet the Premises and receive the rent
         thereof; crediting Tenant therefor; and Tenant agrees to pay to
         Landlord on demand any deficiency that may arise by reason of such
         reletting.

              c) Enter upon the Premises without being liable for prosecution
         of any claim for damages therefor, and to do whatever Tenant is
         obligated to do under the Terms of this Lease, and Tenant agrees to
         reimburse Landlord on demand for any expense which Landlord may incur
         in thus effecting compliance with Tenant's obligations under the
         Lease, and Tenant further agrees that Landlord shall not be liable for
         any damages resulting to Tenant from such action, whether caused by
         the negligence of Landlord or otherwise.

              d) Require all rental payments by "subtenants", including within
         that term the third parties occupying various portions of the Premises
         under the terms of Lease agreements with Tenant, as primary lessor or
         as sublessor, which would otherwise be paid to Tenant to be paid
         directly to Landlord and apply such rentals so paid to or collected by
         Landlord against any rents or other charges due to Landlord by Tenant
         hereunder. No direct collection by Landlord from such "subtenants"
         shall release Tenant from the further performance of Tenant's
         obligations hereunder.

              e) Declare all unpaid rental payments for the Term or renewal
         term of this Lease to be due and payable immediately and proceed to
         collect the same.

         Pursuit of any of the foregoing remedies shall not preclude pursuit of
any of the other remedies herein provided or any other remedies provided by law
or equity, nor shall pursuit of any remedy herein provided constitute a
forfeiture or waiver of any rent due to Landlord hereunder or of any damages
accruing to Landlord by reason of the violation of any of the terms, provisions
and covenants herein contained. Failure by Landlord to enforce one or more of
the remedies herein provided upon an event of default shall not be deemed or
construed to constitute a waiver of such default or of any other violation or
breach of any of the terms, provisions and covenants herein contained.

         In determining the amount of loss or damage which Landlord suffers by
reason of the termination of this Lease Agreement or the amount of deficiency
arising by reason of the reletting by Landlord as provided above, damages shall
be awarded for Landlord's cost of repossessing the Premises and any and all
repairs or remodeling that is undertaken by Landlord to restore the Premises to
a tenantable condition or to place the Premises in a desirable tenantable
condition for a new tenant. These costs include reasonable attorney's fees and
court costs.

<PAGE>

         CONFESSION OF JUDGMENT. IT IS AGREED THAT UPON THE HAPPENING OF ANY
EVENT OF DEFAULT ABOVE SPECIFIED, THE LANDLORD SHALL HAVE THE RIGHT TO BRING AN
AMICABLE ACTION OF EJECTMENT IN THE COURT OF COMMON PLEAS OF THE COUNTY IN WHICH
THE PROPERTY IS LOCATED IN WHICH THE LANDLORD SHALL BE PLAINTIFF, AND THE TENANT
AND ALL WHO COME INTO POSSESSION OF THE PREMISES DURING THE TERM OR UNDER THE
TENANT SHALL BE DEFENDANT, AND THE TENANT HEREBY CONFESSES JUDGMENT IN SAID
ACTION AND AGREES THAT A WRIT OF POSSESSION WITH A CLAUSE PERMITTING COLLECTION
OF ALL COSTS MAY BE ISSUED FORTHWITH AND REISSUED FROM TIME TO TIME; AND ANY
ATTORNEY OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA IS HEREBY
AUTHORIZED TO APPEAR FOR THE TENANT IN SAID AMICABLE ACTION OF EJECTMENT AND TO
CONFESS JUDGMENT IN EJECTMENT AS ABOVE PROVIDED.

Article 25.       SERVICE OF NOTICE:

         Every notice, approval, consent or other communication authorized or
required by this Lease shall be in writing and sent by certified or registered
mail to the other party at the following address or at such other address as may
be designated by notice in writing given from time to time and shall be deemed
given as of the date of mailing.

         If notice is to be given to Landlord, it shall be given at the
following address:

                  KINSLEY EQUITIES II LIMITED PARTNERSHIP
                  RD 1 Box 131-AA
                  Seven Valleys, PA  17360

         If notice is to be given to Tenant, it shall be given at the following
address:

                  PROFESSIONAL VETERINARY PRODUCTS, LTD.
                  10077 South 134th Street
                  Omaha, NE  68138

Article 26.       QUIET ENJOYMENT:

         Landlord hereby covenants and agrees that Tenant shall have the
peaceable possession and enjoyment of the Premises throughout the Term of this
Lease Agreement without any hindrance, disturbance, or ejectment by Landlord,
its successors and assigns, except as otherwise provided in this Lease Agreement
or as a result of a breach of said Lease. Landlord represents and warrants that
it has full right and authority to enter into and perform its obligation as
Landlord under this Lease for the full Term hereof.

Article 27.       SUBORDINATION AND NON-DISTURBANCE AND ESTOPPEL CERTIFICATE:

         This Lease and all of the rights of Tenant hereunder, except Tenant's
property or trade fixtures, shall be subject and subordinate to the lien of any
mortgage or mortgages now or hereinafter placed on the Premises or any part
thereof, and any and all renewals, modifications, replacements, extensions, or
substitutions of any such mortgage or mortgages, all of which are hereinafter
termed the "Mortgage" or "Mortgages". Tenant agrees to attorn to any receiver
appointed for the Property in connection with any Mortgage, to the holder of any
Mortgage (a "Mortgagee") who acquires possession of the Property, and to any
Mortgagee or other person who succeeds to the interest of Landlord under this
Lease or otherwise acquires title to the Property by foreclosure of a Mortgage
or otherwise. Landlord represents, warrants, and covenants that, so long as
Tenant is not in default under this Lease Agreement, or any renewal thereof, no
foreclosure of the lien of said mortgage or any other proceeding with respect
thereof shall divest, impair, modify, abrogate or otherwise adversely affect any
interest or rights whatsoever of Tenant under this Lease Agreement. Tenant, if
requested by Landlord, shall execute any instruments in recordable form as may
be reasonably required by Landlord in order to confirm or effect the
subordination or priority of this Lease, as the case may be, and the attornment
of Tenant to future landlords in accordance with the terms of this Article.

<PAGE>

     From time to time upon the reasonable request of Landlord, upon ten (10)
business days notice, Tenant shall execute and deliver to Landlord a statement
provided by Landlord to Tenant indicating the commencement date of the Lease,
the termination date of the Lease, Landlord's compliance with the terms of the
Lease and such other items regarding the terms of the Lease that may be
reasonably requested by Landlord.

Article 28.       ARBITRATION:

         Any controversy, dispute, or claim arising out of or relating to:

         The usability of the Premises or reasonable rent after damage or
destruction as provided in Article 15, or

         The reasonableness of Landlord's consent or assignment or subletting as
provided in Article 19; or

         The usability of the Premises or reasonable rent after a taking as
provided in Article 20, shall be settled in arbitration in accordance with the
rules of the American Arbitration Association. The arbitration decision will be
final and binding upon the parties.

Article 29.       HOLD-OVER:

         In the event Tenant remains in possession of the Premises after the
expiration or earlier termination of this Lease, it shall operate and be
construed to be a tenancy from month-to-month only, at a monthly rental equal to
the rental paid for the last month of the Term of this Lease plus twenty percent
(20%) of such amount, unless otherwise agreed in writing, and otherwise subject
to the conditions, provisions and obligations of this Lease insofar as the same
are applicable to month-to-month tenancy.

ARTICLE 29A.      RIGHT OF FIRST REFUSAL:

     For a period of eighteen months following the Commencement Date, provided
Tenant is not in default of this Lease Agreement beyond any applicable cure
period, Tenant shall have the right of first refusal (the "Right of First
Refusal" or "ROFR") to lease all or part of the 43,500 SF located within the
building that is adjacent to the Premises (hereinafter referred to as the
"Additional Space"). The terms of the ROFR are as follows:

1.   In the event Landlord agrees to lease all or a portion of the Additional
     Space to another party subject to this ROFR, Landlord shall provide written
     notice to Tenant. Written notice will be provided to Tenant only after a
     proposal has been agreed upon by Landlord and the other party.

2.   Upon Tenant's receipt of notice by Landlord, Tenant shall have five (5)
     business days to notify the Landlord of Tenant's desire to exercise the
     ROFR. Landlord shall then furnish Tenant with a lease amendment stating the
     terms of leasing the Additional Space and adding the Additional Space to
     Tenant's lease. Such lease amendment shall include the same terms and
     conditions as this Lease Agreement and Landlord shall finish the Additional
     Space in the same manner as Tenant's warehouse space as described on the
     Exhibits G and H attached hereto. The Additional Space shall include
     lighting and climate control as provided in Exhibits G and H and two
     restrooms with two toilets/urinals in each. The costs for the improvements
     to the Additional Space comparable with those improvements described in the
     Scope of Work attached as Exhibit G -- Scope of Work shall be included in
     the Base Rent. The costs for the improvements to the Additional Space
     comparable with those improvements described in the Scope of Work attached
     as Exhibit H -- Additional TI Scope of Work shall be amortized, utilizing
     the same formula used for the TI Rent during the Initial Term, over the
     balance of the Lease Term or a new term shall be set forth that extends the
     Term of the Lease for the entire Premises including the Additional Space.

3.   Tenant shall have five (5) business days after receipt of the lease
     amendment to execute and deliver the amendment to Landlord in order for the
     ROFR to be exercised and enforceable by Tenant. In the event Tenant does
     not perform under the time periods contained herein, Landlord may enter
     into a Lease Agreement with another bona fide tenant for all or a portion
     of the Additional Space.

4.   If Tenant wishes to either (1) exercise the ROFR or (2) expand the Premises
     in an area other than the Additional Space, Landlord shall have the right,
     in Landlord's sole reasonable discretion, to determine the area available
     for such expansion. The available area for such

<PAGE>

     expansion shall be determined by Landlord based upon the balance of area
     available for lease in the Building, if any, after Tenant expands. The
     balance of leasable area within the Building must be of leasable size and
     deemed desirable by another tenant, in Landlord's sole reasonable
     discretion. Tenant acknowledges that the area of Additional Space or other
     expansion area within the Building available to Tenant may vary
     significantly from the 43,500 square feet for which Tenant enjoys a Right
     of First Refusal.

Article 30.       LANDLORD'S CONSENT:

         Wherever and whenever the consent or approval of Landlord is required
hereunder, such consent or approval shall not be unreasonably withheld.

Article 31.       GOVERNING LAW:

         This Lease and the performance thereof shall be governed, interpreted,
construed, and regulated by the laws of the Commonwealth of Pennsylvania.

Article 32.       PARTIAL INVALIDITY:

         If any term, covenant, condition, or provisions of this Lease, or the
application thereof, to any person or circumstances, shall at any time or to any
extent be invalid or unenforceable, the remainder of this Lease, or the
application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each term, covenant, condition, or provisions of this Lease shall
be valid and be enforced to the fullest extent permitted by law.

Article 33.       INTERPRETATION:

         Wherever in this Lease the singular number is used, the same shall
include the plural, and the masculine gender shall include the feminine and
neuter genders, and vice versa, as context shall require. The section headings
used herein are for reference and convenience only and shall not alter the
interpretation thereof. This Lease may be executed in several counterparts, each
of which shall be an original, but all of which shall constitute one and the
same instrument.

Article 34.       ENTIRE AGREEMENT:

         No oral statement or prior written agreement relating to this matter
shall have any force or effect. Tenant and Landlord agree that neither is
relying on any representations or agreements of the other except for those
contained in this Lease. This Lease shall not be modified or canceled except by
writing subscribed by all parties.

Article 35.       PARTIES:

         Except as otherwise expressly provided herein, the covenants,
conditions, and agreements contained in this Lease shall bind and inure to the
benefit of Landlord and Tenant and their respective successors and assigns.

Article 36.       Disclosure of Status as Licensee:

         Landlord hereby discloses that Timothy J. Kinsley, a licensed real
estate agent in the Commonwealth of Pennsylvania, has an ownership interest in
the Landlord.

Article 37. Authorization to do business in Pennsylvania.

         Tenant is a C-Corporation [corporation, partnership, limited liability
company, etc.] created under the laws of the state of Nebraska and authorized to
do business in the Commonwealth of Pennsylvania. Tenant shall provide Landlord
with a certificate of authority from the Pennsylvania Department of State
indicating such authorization.

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have hereunder set their hands
and seals the day and year first above written.


                                                                       LANDLORD:
                                         KINSLEY EQUITIES II LIMITED PARTNERSHIP

/s/ Daniel M. Driver                     /s/ Robert A. Kinsley
Witness Signature                        By: Robert A. Kinsley, Managing Partner


                                                                         TENANT:
                                         PROFESSIONAL VETERINARY PRODUCTS, LTD.

/s/ Neal Soderquist                      /s/ Eric R. Phillips
Witness Signature                        Director of Logistics






<PAGE>

                                LIST OF EXHIBITS

Exhibit A - Commencement Letter

Exhibit B - Operating Expense Responsibility Table

Exhibit C - Emergency List

Exhibit D - Site Plan

Exhibit E - Floor Plan

Exhibit F - Sign Requirements

Exhibit G - Scope of Work

Exhibit H - Additional TI Scope of Work

<PAGE>

                                   EXHIBIT "A"

March 15, 2002


REF: Commencement of Lease dated ________________, 2002 between KINSLEY EQUITIES
II LIMITED PARTNERSHIP and PROFESSIONAL VETERINARY PRODUCTS, LTD.

Dear        :

We are writing to welcome you to your new 70,000 square foot space at 3640
Sandhurst Drive, Suite ____, York, Pennsylvania 17402. This letter will also
serve to establish the exact commencement and expiration dates of your lease.

In the event you have questions with regard to the financial or other terms of
the lease contact Melanie Baker, the administrative assistant for Kinsley
Properties. If Melanie Baker can not immediately answer your question, she will
obtain the proper information and make contact with you as soon as possible.

Kinsley Properties has a fully staffed property maintenance department overseen
by Mr. Ron Barker. To schedule necessary repairs to the leased premises or
notify us of an emergency situation, please contact Mr. Barker at the number
below. We maintain an after hours answering service and an on call maintenance
staff in the event you would require emergency service after normal office
hours.

The following phone numbers should be used to contact Kinsley Properties staff:

<TABLE>
<CAPTION>
         <S>                                         <C>
         Melanie Baker                               (717) 741-8365
         Ron Barker                                  (717) 741-8400
         Kinsley Properties Switchboard              (717) 741-3841
         After hours answering service               (800) 284-1046
</TABLE>

SUMMARY OF LEASE TERMS:
-----------------------

LEASE TERM:

         Lease Commencement Date:
         Lease Expiration Date:
         Rent Commencement Date:
         CAM Commencement Date:
         You Have the Following Lease Renewal Options:


RENT:

The Base Rent for the term of this lease shall be payable as follows:

<TABLE>
<CAPTION>
                                  Annual                              Monthly
Period                            Base Rent                           Base Rent
------                            ---------                           ---------
<S>                               <C>                                 <C>
</TABLE>

<PAGE>

PAYMENT OF RENT:

The first month's rent is calculated as follows based on a pro rata calculation
of a __-day month:

<TABLE>
<CAPTION>
<S>               <C>                           <C>      <C>
Rent              $
CAM               $
                  ----
                                                TOTAL      $
                                                           =====
</TABLE>

If you already remitted your rent for the first full month in accordance with
the Lease Agreement, please remit the above amount for the second month of the
lease on or before _____________ 1, 200__. Thereafter, your rent and CAM
payments are due the first of each month and are as stated in the lease. No
invoices will be sent to you.

We have received your security deposit or please remit your security deposit.
Please make checks payable to :

                           KINSLEY EQUITIES II LIMITED PARTNERSHIP
                           RD #1, Box 131AA
                           Seven Valleys, PA  17360

For your information, the Landlord's Federal tax identification number is as
follows:____________________

TENANT INFORMATION:

In order to facilitate a smooth transition into the Premises, the following
items must also be addressed:

1.       You are responsible for contacting the utility companies to have the
meters put into your name.  Your meter numbers are as follows:

A.       Electric:
                  1. GPU can be reached at  800-545-7741
                  2. Your meter # is

B.       Gas
                  1. Columbia Gas can be reached at 1-888-460-4332
                  2. Your meter # is

2.       Enclosed is Exhibit "C", an emergency list for your completion. Kindly
return it to Melanie Baker as soon as possible. This list is held in the
strictest confidence and will only be used during an after-hours emergency or if
an emergency contact would become necessary.

3.       Suite keys - We issue five suite keys to each new tenant. All keys are
on "Do Not Duplicate" blanks, and numbered for your security. These keys cannot
be reproduced unless they are done by our locksmith, Kleppers Key Shop in York,
PA (848-1754). If you need additional keys, please call us, so the keys can be
authorized as an addition to our current key system.

4.       Responsibility for trash disposal is addressed in the Exhibit "B"
outline of  financial responsibility.

5.       Exhibit "B" indicates the division of responsibility for the cost of
various operating costs with respect to the property you are leasing from us.
This Exhibit "B" is based on the terms of the lease and will be used as a
guideline for determining whether the costs incurred are your responsibility as
tenant or our responsibility as landlord. Where applicable, we have indicated if
the cost if paid for by Landlord is to be included in Common Area Maintenance or
operating costs that are billed to you as Tenant. If you are not in agreement
with Exhibit "B", please contact us immediately.

<PAGE>

6.       In accordance with Article 10 of the terms specified in the lease
agreement, please send a certificate of insurance to Melanie Baker of our office
no later than    . Please make sure that the insurance certificate lists Entity
Name as additionally insured.

We have summarized some of the key terms of the lease in this letter in order to
provide you with a quick reference. If there is a discrepancy between this
letter and the lease agreement, the lease agreement shall govern.

Again, we would like to welcome you to your new premises. If you have any
property management related questions, please feel free to give Melanie Baker or
Ron Barker a call.

Sincerely:


Ron Barker                                           Daniel M. Driver
Property Manager                                     Chief Financial Officer

enclosure
********************************************************************************
My signature indicates that I have read and agree with the above commencement
information:

----------------------------                                  ------------------
Signature                                                     Date






<PAGE>

                                   EXHIBIT "B"

The following table delineates the financial responsibility between Landlord and
Tenant for the maintenance, repairs and alterations of all grounds and buildings
of the Premises/1/
<TABLE>
<CAPTION>

 -----------------------------------------------------------------------------------------------
                                                                             Landlord   Tenant
 -----------------------------------------------------------------------------------------------
<S>                                                                          <C>        <C>
 Maintenance Items:
 -----------------------------------------------------------------------------------------------
   roof and roof membrane                                                    X
 -----------------------------------------------------------------------------------------------
   exterior walls                                                            X
 -----------------------------------------------------------------------------------------------
   interior weight bearing walls                                             X
 -----------------------------------------------------------------------------------------------
   Structural floor system                                                   X
 -----------------------------------------------------------------------------------------------
   Foundations                                                               X
 -----------------------------------------------------------------------------------------------
   paved parking areas                                                       X
 -----------------------------------------------------------------------------------------------
   heating, ventilation and air conditioning                                 X          CAM
 -----------------------------------------------------------------------------------------------
   electrical system                                                         X          CAM
 -----------------------------------------------------------------------------------------------
   Plumbing                                                                  X          CAM
 -----------------------------------------------------------------------------------------------
   Windows                                                                   X          CAM
 -----------------------------------------------------------------------------------------------
   curbs and bumpers                                                         X          CAM
 -----------------------------------------------------------------------------------------------
 Snow and ice removal  - parking lots                                        X          CAM
 -----------------------------------------------------------------------------------------------
 Snow and ice removal - sidewalks                                            X          CAM
 -----------------------------------------------------------------------------------------------
 Mowing                                                                      X          CAM
 -----------------------------------------------------------------------------------------------
 Parking lot sweeping                                                        X          CAM
 -----------------------------------------------------------------------------------------------
 Parking lot striping                                                        X          CAM
 -----------------------------------------------------------------------------------------------
 Exterior landscaping                                                        X          CAM
 -----------------------------------------------------------------------------------------------
 Real estate taxes                                                           X          CAM
 -----------------------------------------------------------------------------------------------
 Preventive Maintenance Contracts on HVAC                                    X          CAM
 -----------------------------------------------------------------------------------------------
 Resurfacing and sealing parking lots                                        X
 -----------------------------------------------------------------------------------------------
 Obtaining property and fire insurance on Premises and general liability     X          CAM
 insurance for Landlord relating to Premises
 -----------------------------------------------------------------------------------------------
 Exterior doors                                                              X          CAM
 -----------------------------------------------------------------------------------------------
 Interior doors                                                                         X
 -----------------------------------------------------------------------------------------------
 Exterior lighting                                                           X          CAM
 -----------------------------------------------------------------------------------------------
 Cleaning of interior and exterior windows                                              X
 -----------------------------------------------------------------------------------------------
 Replacement of light bulbs, tubes, ballasts and starters                               X
 -----------------------------------------------------------------------------------------------
 Pest control-common areas                                                   X          CAM
 -----------------------------------------------------------------------------------------------
 Cleaning and maintenance of common areas                                    X          CAM
 -----------------------------------------------------------------------------------------------
 Maintenance of fire extinguishers                                                      X
 -----------------------------------------------------------------------------------------------
 Tenant's trash removal (from outside dumpsters)                                        X
 -----------------------------------------------------------------------------------------------
 Janitorial service within Tenant's space                                               X
 -----------------------------------------------------------------------------------------------
 Clogged toilets and other plumbing fixtures within Tenant's space                      X
 -----------------------------------------------------------------------------------------------
 Sign maintenance--Tenant's space                                                       X
 -----------------------------------------------------------------------------------------------
 Telephone and communication systems                                                    X
 -----------------------------------------------------------------------------------------------
 Obtaining insurance on contents of Premises                                            X
 -----------------------------------------------------------------------------------------------
</TABLE>

/1/ If repairs and maintenance performed by Landlord at Landlord's expense are
found to have been necessary due to the negligence of Tenant, its employees,
agents or customers, Tenant shall reimburse Landlord for the cost of such
repairs or maintenance.
CAM indicates that tenant will be billed for its pro rata share of the cost of
this Operating Expense item under the terms specified in the Lease.

<PAGE>

                                   EXHIBIT "C"

OWNER:            KINSLEY EQUITIES II LIMITED PARTNERSHIP

OWNER'S ADDRESS:  RD 1, BOX 131-AA
                  SEVEN VALLEYS, PA  17360
OWNERS PHONE #:   717-741-3841

================================================================================
TENANT:           PROFESSIONAL VETERINARY PRODUCTS, LTD.
TENANT ADDRESS:
                  --------------------------------------

                  --------------------------------------


TENANT PHONE #:                       TENANT FAX #:
                  ---------------                     --------------------------

TENANT EMAIL ADDRESS:
                       ---------------------------------

================================================================================
HOURS OF OPERATION:

SUN                   WED              SAT
   --------------        -----------      -------------

MON                   THR
   --------------        -----------

TUE                   FRI
   --------------        -----------

SECURITY PROVIDER:                       TELEPHONE #
                  ---------------------              ------------------------

SECURITY CODE #
                  ---------------------

================================================================================
                               EMERGENCY RESPONDER
                                  PHONE NUMBERS

CONTACT PERSONS            BUSINESS         HOME              MOBILE   PAGE
---------------            --------         ----              ------   ----

1.

2.

3.

================================================================================
         PLEASE INDICATE THE NAME AND ADDRESS THAT YOU NEED NOTICES OR ANY OTHER
COMMUNICATION SENT TO (IF OTHER THAN YOUR SUITE ADDRESS AS LISTED ABOVE):

NAME:
         -----------------------------------

ADDRESS:
         -----------------------------------


         PLEASE RETURN THIS FORM TO:          Kinsley Properties at the owners
address above or fax it to 717-741-5292.

<PAGE>

                                   EXHIBIT "D"

                                    SITE PLAN

<PAGE>

                                   EXHIBIT "E"

                                   FLOOR PLAN

<PAGE>

                                   EXHIBIT "F"

                                SIGN REQUIREMENTS

1.   Size and type of sign shall be in conformance with the Township Zoning
     Ordinance and any sign specifications Landlord files with Township.

2.   Tenant shall be responsible for securing the permits necessary for sign
     installation.

3.   Tenant shall submit drawings and sign specifications to Landlord for
     Landlord's approval prior to the installation of any signs on the exterior
     of the building or property. Tenant's sign installer must obtain approval
     from Landlord for method of attaching sign to the building

4.   Signs shall be individual illuminated channel letters or other as approved
     by Landlord, in Landlord's sole discretion. Individual letters shall be
     mounted on a raceway to minimize the number of holes in the building
     required to anchor sign.

5.   Sign shall illuminate by photocell so all tenant signs are coordinated with
     respect to time of day which they initiate illumination.

<PAGE>

                            EXHIBIT G - SCOPE OF WORK

                        PROFESSIONAL VETERINARY PRODUCTS
                            @ BERKSHIRE BUSINESS PARK

                                 March 15, 2002

--------------------------------------------------------------------------------

------
DESIGN
------

..    Complete the construction documents from the attached floor plan.
..    Complete the electrical and mechanical design in conformance with the
     attached floor plan.
..    Obtain municipal and Labor and Industry approvals.

------------------
GENERAL CONDITIONS
------------------

..    Job site supervision.
..    Building Permits.
..    Layout the Premises shell per plan for demising wall placement.
..    Progressive job-site clean-up and rubbish removal.
..    Provide professional cleaning at completion of construction.
..    Temporary utilities during construction.

--------
CONCRETE
--------

..    Pour a 6" thick 3000 mix with fiber concrete slab.
..    Seal the concrete slab throughout the warehouse area.

---------------
ROUGH CARPENTRY
---------------

..    Furnish and install required wood blocking for one rest room accessories
     and door.

-----------------
DOORS AND WINDOWS
-----------------

..    Furnish and install (1) new 3'-0" X 6'-8" steel, paint grade doors with
     hollow metal jambs and required heavy duty brushed aluminum hardware for
     rest room. All doors and hardware shall be in accordance with ADA
     Standards.

--------
CEILINGS
--------

..    No ceiling is planned for the warehouse area.

-------------
GYPSUM SYSTEM
-------------

..    Demising wall(s) shall be 8" CMU to 10' above finished floor with 6" metal
     studs with batt insulation and 5/8" fire rated gypsum board from top of CMU
     to roof deck.

<PAGE>

--------
FLOORING
--------

..    Warehouse area shall remain sealed concrete slab.
..    VCT for one ADA compliant rest room.

--------
PAINTING
--------

..    No painting included.

-----------------------------------
TOILET COMPARTMENTS AND ACCESSORIES
-----------------------------------

..    Furnish and install (1) metal framed mirrors, (1) toilet tissue dispensers,
     (1) soap dispensers, (1) paper towel dispensers, (1) 36" ADA grab bars, (1)
     42" ADA grab bars, and (1) ADA toilet room signage as required.

------
KEYING
------

..    Keying of exterior doors will be completed at the end of construction with
     Tenant receiving (5) copies of the exterior door key.
..    All exterior doors will be keyed to the same key.

-------
SIGNAGE
-------

..    Furnish and install components to conformance with the ADA sign
     requirements for toilet room.
..    Company logo and sign(s) are Tenant's responsibility and must meet all
     local ordinances and be submitted to the Landlord for approval.

------------------
FIRE EXTINGUISHERS
------------------

..    Furnish and install (3) 10 lb. ABC fire extinguishers in accordance with
     OSHA and Labor and Industry standards.

-------------
WINDOW BLINDS
-------------

..    No window blinds are included.

---------------
FIRE PROTECTION
---------------

..    The entire facility will be sprinklered. The system shall be reworked to
     meet NFPA 13 standards.

--------
PLUMBING
--------

<PAGE>

..    Furnish and install:
..    new water closet, floor mounted, tank type, handicap
..    wall hung lavatory, handicap
..    5 gallon electric hot water heater
..    All necessary fittings, valves, hangers, etc., as required.
..    Schedule 40 PVC sanitary piping to existing main.
..    Type "L" copper domestic water piping from existing main to plumbing
     fixtures.

-----------------------------------------
HEATING, VENTILATING AND AIR CONDITIONING
-----------------------------------------

..    Furnish and install (2) "Cambridge" rooftop units (including required gas
     piping, control wiring, and roof framing, curbing, and flashing) capable of
     maintaining 60 degrees in warehouse.
..    Contractor shall review system operations with Tenant.

----------
ELECTRICAL
----------

..    Furnish and install electrical service consisting of meter and breaker
     panel(s) with locking covers. Service shall supply 400 amp, 480/277v power
     with 30 KVA 480v to 120/208v step down transformer
..    Furnish and install (2) general-purpose single gang receptacles.
..    Furnish and install (1) fan/light combination units.
..    Lighting in the warehouse shall be (56) metal halide high-bay fixtures,
     breaker switched, flex wired, open design.
..    Furnish and install required emergency lighting by Boca and Labor and
     Industry codes consisting of:
     .    (8) 100-watt emergency battery units, 4-25 watt head
     .    (15) 25-watt Emergency battery units, 2-6 watt head comb
          self-contained LED exit signs
     .    (6) WP emergency 6-watt head
     .    (3) emergency remote heads
..    Make required power connections for Cambridge heating equipment and hot
     water heater.

--------------------------------------------------------------------------------
NOTE
--------------------------------------------------------------------------------

..    Additions or changes to this Scope of Work will result in a change to the
     lease price.
..    The Scope of Work is based on the attached floor plan.
..    All work shall be completed during a normal 40-hour business week.
..    No budget is included to furnish or install Tenant equipment.
..    Tenant is responsible for ordering and paying the cost of any desired
     security system for the suite.
..    Tenant is responsible for ordering and paying the cost of any phone and
     data wiring for the suite.
..    Tenant is responsible for ordering and paying the cost of any signage or
     company logo.
..    Signage must be approved by Landlord and shall be consistent with other
     signage in the building.
..    Signage will conform to all municipal and state codes.

<PAGE>

                     EXHIBIT H - ADDITIONAL TI SCOPE OF WORK

                        PROFESSIONAL VETERINARY PRODUCTS
                            @ BERKSHIRE BUSINESS PARK
                               TENANT IMPROVEMENTS

                                 March 15, 2002

--------------------------------------------------------------------------------

DESIGN

..    Complete the construction documents from the attached floor plan.
..    Complete the electrical and mechanical design in conformance with the
     attached floor plan.
..    Obtain municipal and PA Labor and Industry approvals.



GENERAL CONDITIONS

..    Job site supervision.
..    Building Permits.
..    Layout tenant suite per attached plan for wall placement.
..    Progressive job-site clean-up and rubbish removal.
..    Provide professional cleaning at completion of construction.
..    Temporary utilities during construction.



CONCRETE

..    Concrete floor shall be poured and sealed per Exhibit G-Scope of Work.



METALS

..    Furnish and install all needed structural steel for tenant HVAC units.



ROUGH CARPENTRY

..    Furnish and install all required wood blocking for casework, toilet
     accessories, doors, etc.



FINISHED CARPENTRY

..    Furnish and install (1) 8'-0" long laminated casework unit with base and
     wall cabinets in Break Room.
..    Furnish and install (1) 4'-0" X 6'-6" laminated receptionist counter for a
     pass through window.
..    Laminate shall be a Wilsonart laminate or equal.



THERMAL AND MOISTURE PROTECTION

..    Complete all required roof flashing for new HVAC units and plumbing vents.



DOORS AND WINDOWS

<PAGE>

..    Furnish and install (5) new 3'-0" X 6'-8" interior solid core birch veneer,
     paint grade doors (natural finish) with hollow metal jambs and required
     heavy duty brushed aluminum hardware.

..    Furnish and install (4) new 3'-0" X 6'-8" steel, paint grade doors with
     hollow metal jambs and required heavy duty brushed aluminum hardware. These
     are planned for doors accessing the warehouse area and rest rooms.

..    Furnish and install (1) 2'-6" interior solid core birch veneer, paint grade
     door (natural finish) with hollow metal jamb and required heavy duty
     brushed aluminum hardware for office closet.

..    All doors and hardware shall be in accordance with ADA Standards.



CEILINGS

..    Furnish and install USG # 562 24" x 48" fissured ceiling tile on metal grid
     system compatible with tile in office area and restrooms.

..    The color of the suspension grid shall be white.

..    Ceiling height shall be approximately 8'-10" in office areas and rest
     rooms.

..    No ceiling is planned for the warehouse area.



GYPSUM SYSTEM

..    Demising walls shall be completed per Exhibit G-Scope of Work.

..    Exterior walls in office area to have 1/2" gypsum board and batt insulation
     to 9'-0" above finish floor.

..    Interior walls in office area to have 1/2" gypsum board each side to 9'-0"
     above finish floor.

..    Perimeter walls of office area shall extend to 12' AFF.

..    Dust cover consisting of 16 gauge steel studs with metal or plywood decking
     will be constructed at 12' above finished floor over the office area. This
     area is not intended for storage and is considered non-load bearing.

..    All office walls to be 3 5/8" 22 gauge metal studs at 16" on center.

..    Provide 3 1/2" fiberglass batt insulation in interior walls.

..    Walls to be placed per the attached floor plan.



FLOORING

..    Areas to have carpet (office) shall be Philadelphia Winchester or equal 26
     ounces level loop directly glued to concrete floor.

..    All areas to have vinyl composite tile (Break Room and rest rooms) shall be
     Tarkett Standard or equal.

..    Vinyl base shall be 4" cove bottom as manufactured by Johnsonite or equal
     throughout the office areas, Break Room, and rest rooms.



PAINTING

..    Paint all gypsum walls in office areas and restrooms with one coat of
     primer and one finish coat. Paint to be latex Eggshell finish or other
     equal.

..    Paint all hollow metal doors and frames with semi-gloss finish.

..    Natural finish on interior wood doors.

..    Paint perimeter walls in warehouse area (white or off-white)

..    Paint ceiling in warehouse area (white or off-white)

<PAGE>

-----------------------------------
TOILET COMPARTMENTS AND ACCESSORIES
-----------------------------------

..    Furnish and install (2) metal framed mirrors, (6) toilet tissue dispensers,
     (2) soap dispensers, (2) paper towel dispensers, (2) 36" ADA grab bars, (2)
     42" ADA grab bars, and (2) ADA toilet room signage as required.
..    Furnish and install All-American baked enamel toilet partitions in the rest
     rooms to meet the layout needs of the attached floor plan.

------
KEYING
------

..    Keying of required interior and exterior doors will be completed at the end
     of construction with Tenant receiving (2) copies of all interior keys and
     (5) copies of the exterior door key.
..    All exterior doors will be keyed to the same key.

-------
SIGNAGE
-------

..    Furnish and install components to conformance with the ADA sign
     requirements for toilet rooms.
..    Company logo and signs are Tenant's responsibility and must meet all local
     ordinances. All Tenant signs must be submitted to Landlord for approval
     prior to fabrication and installation.

------------------
FIRE EXTINGUISHERS
------------------

..    Furnish and install ABC fire extinguishers in accordance with OSHA and
     Labor and Industry standards per the attached floor plan.

-------------
WINDOW BLINDS
------------

..    Furnish and install window blinds on all exterior windows in the office
     area.
..    Blinds are to be the same style and color throughout the building (color as
     set forth by Landlord).
..    Blinds to be aluminum 1" horizontal slats as manufactured by Graber, (color
     386 Snowcap White) or equal.
..    No blinds are included for the doors.

---------------
FIRE PROTECTION
---------------

..    The entire facility will be sprinklered. The system shall be reworked to
     meet NFPA 13 and the attached floor plan.

--------
PLUMBING
--------

     .    Furnish and install: (including those items in Exhibit G-Scope of
          Work)
..    (6) new water closets, floor mounted, tank type, handicap
..    (2) urinals, wall mounted
..    (2) wall hung lavatories, handicap
..    stainless steel single bowl break room sink
..    20 gallon electric hot water heater (in lieu of 5-gallon water heater per
     Exhibit G-Scope of Work)

<PAGE>

..    All necessary fittings, valves, hangers, etc., as required.
..    Schedule 40 PVC sanitary piping to existing main.
..    Type "L" copper domestic water piping from existing main to plumbing
     fixtures.

-----------------------------------------
HEATING, VENTILATING AND AIR CONDITIONING
-----------------------------------------

..    Furnish and install (4) 20-ton gas/electric rooftop units with single drop
     diffusers for warehouse area.
..    Furnish and install (1) 6 1/4-ton gas/electric rooftop unit for office
     area. Unit is to be furnished with curb, economizer, and programmable
     thermostat. Unit shall have 5 zones.
..    Furnish and install sheet metal ductwork with 1 1/2" wrap insulation for
     office area and rest rooms.
..    Furnish and install supply diffusers and return grills in the ceiling of
     office areas.
..    Furnish and install (2) roof mounted exhaust fans to provide proper
     restroom ventilation.
..    Furnish and install galvanized sheet metal exhaust ductwork with exhaust
     grills in ceiling.
..    Furnish and install (25) paddle fans in the warehouse space to provide
     ventilation.
..    Start up and air balance of the equipment is included.
..    Contractor shall review system operations with Tenant.

----------
ELECTRICAL
----------

..    Furnish and install required electrical service consisting of meter and
     breaker panels with locking covers. Service shall be increased from 400 amp
     to 800 amp.
..    Furnish and install (27) general-purpose single gang receptacles, (3) to be
     GFI type.
..    Furnish and install (3) fan/light combination units.
..    Furnish and install (8) single pole light switches and (4) three pole light
     switches.
..    Furnish and install (8) telephone jack back box and conduit to above
     ceiling.
..    Lighting shall be (24) 24' x 48" prismatic lay-in fluorescent fixture
     design to tenant layout and lighting level specifications.
..    Lighting in the warehouse shall be as set forth in Exhibit G-Scope of Work.
..    Furnish and install required emergency lighting by Boca and Labor and
     Industry codes consisting of those items set forth in Exhibit G-Scope of
     Work and any additional components required per the attached floor plan:
..    Make required power connections for HVAC equipment and hot water heater.

--------------------------------------------------------------------------------
NOTE
--------------------------------------------------------------------------------

..    Additions or changes to this Scope of Work will result in a change to the
     contracted price.
..    The Scope of Work is based on the attached floor plan.
..    All work shall be completed during a normal 40-hour business week.
..    No budget is included to furnish or install Tenant equipment.
..    Tenant is responsible for ordering and paying the cost of any desired
     security system for the suite.
..    Tenant is responsible for ordering and paying the cost of any phone and
     data wiring for the suite.
..    Tenant is responsible for ordering and paying the cost of any signage or
     company logo.
..    Signage will be approved by Landlord and shall be consistent with other
     signage in the building.
..    Signage will conform to all municipal and state codes.