EXHIBIT 10.37 



Comerica 




FIRST MODIFICATION
TO BUSINESS LOAN AGREEMENT 



        The
First Modification to Business Loan Agreement (this “Modification”) is entered into by
and between ABAXIS, INC. (“Borrower”) and COMERICA BANK (“Bank”) as of this 15th day of
September, 2004, at San Jose, California.  




RECITALS  



        This
Modification is entered into upon the basis of the following facts and understandings of
the parties, which facts and understandings are acknowledged by the parties to be true
and accurate: 



        Bank
and Borrower previously entered into a Business Loan Agreement dated September 8, 2003.
The Business Loan Agreement as so modified, and as such may be otherwise modified,
amended, restated, supplemented, revised or replaced from time to time prior to the date
hereof shall collectively be referred to herein as the “Agreement.”  



        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as set forth below. 




AGREEMENT  



        1.
Incorporation by Reference. The Recitals and the documents referred to therein are
incorporated herein by this reference. Except as otherwise noted, the terms not defined
herein shall have the meaning set forth in the Agreement.  



        2.
Modification to the Agreement. Subject to the satisfaction of the conditions precedent as
set forth in Section 3 hereof, the Agreement is hereby modified as set forth below.  



	  	        A.
Section 2(d) of Addendum A to Business Loan Agreement is hereby deleted in its entirety
and replaced with the following: 







	  	        “2(d)
A Quick Ratio of not less than 2.00:1.00.” 







        3.
Legal Effect.  



	  	        a.
Except as specifically set forth in this Modification, all          of the terms and
conditions of the Agreement remain in full force and          effect. Except as expressly
set forth herein, the execution, delivery          and performance of this Modification
shall not operate as a waiver of,          or as an amendment of, any right, power, or
remedy of Bank under the          Agreement, as in effect prior to the date hereof.
Borrower ratifies and          reaffirms the continuing effectiveness of all promissory
notes,          guaranties, security agreements, mortgages, deeds of trust,
         environmental agreements, and all other instruments, documents and
         agreements entered into in connection with the Agreement. 







	  	        b.
Borrower represents and warrants that each of the          representations and warranties
contained in the Agreement are true and          correct as of the date of this
Modification, and that no Event of          Default has occurred and is continuing. 







	  	        c.
The effectiveness of this Modification and each of the          documents, instruments
and agreements entered into in connection with          this Modification is conditioned
upon receipt by Bank of this          Modification and any other documents which Bank may
require to carry          out the terms hereof. 







        4.
Miscellaneous Provisions.  



	  	        a.
This is an integrated Modification and supersedes all prior          negotiations and
agreements regarding the subject matter hereof. All          amendments hereto must be in
writing and signed by the parties. 







	  	        b.
This Modification may be executed in two or more          counterparts, each of which
shall be deemed an original, but all of          which together shall constitute one
instrument. 







IN WITNESS WHEREOF, the parties have
agreed as of the date first set forth above. 

	ABAXIS, INC.	COMERICA BANK
	 	 
	By:  /s/ Alberto Santa Ines
      

    	By:  /s/ Katherine G. Lauerman
      

    
	Title:  CFO	Katherine G. Lauerman 

                                                                       Corporate Banking
Officer-Western Division