EXHIBIT 10.23

                                  CONFIDENTIAL TREATMENT REQUESTED - EDITED COPY

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*** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED AS [****]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
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                              DISTRIBUTOR AGREEMENT

This Distributor Agreement (this "Agreement") made and entered into as of the
1st day of April, 2006 by and between Walco International, Inc., a Delaware
corporation, d/b/a DVM Resources with its principal office at 7 Village Circle,
Ste 200, Westlake, TX 76262 (hereinafter called "Distributor"); and ABAXIS,
Inc., a California corporation with its principal office at 3240 Whipple Road,
Union City, California 94587 (hereinafter called "ABAXIS").

         WHEREAS, ABAXIS is a manufacturer of products for the in vitro analysis
of various components in body fluids and whereas ABAXIS desires to further the
sale of its products to veterinarians' offices, clinics, hospitals, and other
End Users (as hereinafter defined);

         WHEREAS, DISTRIBUTOR conducts a business which sells medical products
to such veterinarian sites as those mentioned above and is interested in
becoming a distributor of ABAXIS products;

         NOW, THEREFORE, the parties hereto agree as follows:

1.       Definitions
         -----------

         As used in this Agreement, the terms defined below shall have the
following meanings:

         A.       "Distribute", "Distributed" or "Distribution" shall mean to
                  sell, distribute, market, promote, and stimulate interest in
                  the Products (as hereinafter defined) in connection with those
                  activities.

         B.       "Distributor Price" shall mean the price listed in the ABAXIS
                  Standard Distributor price list or Premier Distributor price
                  list attached hereto as Exhibit A.

         C.       "End User" shall mean any provider of veterinarian medical
                  care which actually uses the Products.

         D.       "Order" shall mean a written purchase order which describes
                  Products being purchased by Distributor.

         E.       "Order Terms" shall mean, notwithstanding any conflicting
                  terms set forth on an Order, the terms and conditions
                  contained in this Agreement, and in any modifications thereto
                  as may be agreed by the parties hereto in writing.

<PAGE>

         F.       "Professional Use" shall mean use of Products in connection
                  with animal (non-human) care, conducted or supervised by
                  trained veterinarian personnel who have the authority under
                  applicable laws, regulations or statutes to use such Products.

         G.       "Products" shall mean the ABAXIS products listed in the ABAXIS
                  standard distributor price list attached hereto as Exhibit A
                  and such other ABAXIS products as ABAXIS shall from time to
                  time offer, in writing, to add.

         H.       "Instrument" shall mean the analyzer, which is an
                  electromechanical device.

         I.       "Reagent Rotor" shall mean the plastic disk containing
                  chemical reagents.

         J.       "Agreed to Annual Forecast" shall be as set forth in Appendix
                  A.

         K.       "Territory" shall mean the geographical area consisting of
                  those areas in the United States serviced by Distributor's
                  field sales representatives or called on by Distributor's
                  inside telesales representatives.

         L.       "Trademarks", "Trade names" and "Copyrights" shall mean the
                  trademarks, trade names and copyrights owned or controlled by
                  ABAXIS whether registered or arising by applicable law, and
                  used in connection with the Products.

         M.       "Warranty Period" shall have the meaning prescribed in Section
                  7 hereof.

2.       Appointment
         -----------

         ABAXIS hereby grants to Distributor the non-exclusive right to
         Distribute Products in the Territory to End-Users for Professional Use.
         Distributor is not authorized to sell ABAXIS Products to resellers,
         other than to a leasing company which leases the Product to End Users.

3.       Obligations of Distributor
         --------------------------

         Distributor's obligations under this Agreement shall be:

         A.       Distributor shall use commercially reasonable efforts to
                  Distribute Products.

         B.       Distributor shall maintain adequate written procedures for
                  warehouse control and Distribution of Products. Distributor
                  shall maintain records of shipments to End-Users for at least
                  two (2) years after shipment. Such records shall be in such a
                  form as to enable ABAXIS to trace the location of all
                  Products. ABAXIS or Focus Technologies may ask from time to
                  time (but no more than one time each month), for point of
                  sales clinic level data and inventory on hand information,
                  which Distributor will report or make available in a timely
                  manner. ABAXIS shall request such data from Distributor's
                  corporate purchasing department.

<PAGE>

         C.       Distributor shall maintain commercially reasonable procedures
                  in an effort to ensure that any Products which may be returned
                  directly to Distributor shall not be cleaned or otherwise
                  refurbished and re-sold or re-used by Distributor without
                  ABAXIS' prior written consent. Distributor further agrees to
                  contact ABAXIS Customer Service prior to any accepting any
                  return from any End User of any Instrument. In the event a
                  used Instrument is returned to Distributor, (i.e., packing
                  seal has been broken), ABAXIS will provide quotation for
                  refurbishing Instrument for Distributor to sell as a factory
                  refurbished Instrument. In the event an Instrument is returned
                  to Distributor and the packing seal has not been broken,
                  ABAXIS may inspect as it deems necessary. ABAXIS will adjust
                  Distributor and ABAXIS warranty base to reflect the return
                  within forty-eight (48) hours of original request in writing
                  to ABAXIS Customer Service.

         D.       Distributor shall submit all advertising and promotional
                  materials for Products to ABAXIS at least ten (10) days prior
                  to use or distribution of such materials. In the event that
                  ABAXIS provides comments or suggests changes within ten (10)
                  days of the receipt of such materials, Distributor will revise
                  the materials accordingly. Otherwise, the materials may be
                  used as submitted.

         E.       Distributor shall comply with all relevant governmental rules
                  and regulations, including without limitation, that of
                  obtaining licenses and approvals necessary to Distribute
                  Products.

         F.       Distributor will make no representations or warranties with
                  respect to the Products other than those specifically
                  authorized in writing by ABAXIS.

         G.       Distributor agrees to on going training and sales meetings as
                  required by ABAXIS so as to be able to adequately describe,
                  demonstrate and sell Products. At a minimum, Distributor
                  agrees to semi-annual meetings held at mutually agreed upon
                  sights and on mutually agreed upon dates.

         H.       Distributor will stock and/or assist End Users in obtaining
                  proper blood transfer devices. A list of approved devices is
                  described in ABAXIS Product Operators' Manual. Other devices
                  may interfere with Product performance and should not be used
                  without the written consent of ABAXIS

         I.       Distributor will provide ABAXIS with a [****] forecast of
                  Orders, which forecasts shall be given to ABAXIS prior to the
                  first day of [****] of each year during the term of this
                  Agreement. This will serve to facilitate production planning
                  and assure continuity of supply for Distributor. Said
                  forecasts shall not constitute a binding obligation of
                  Distributor to purchase the quantities and types of Product as
                  forecasted.

         J.       Distributor agrees to maintain a minimum of [****] inventory
                  of (a) Reagent Rotors at Distributor's warehouse locations in
                  [****]; and (b) Instruments at Distributor's warehouse
                  location in [****].

<PAGE>

         K.       Under no circumstances will Distributor in any way alter
                  original manufacturer's packaging, sell Product in quantities
                  other than as originally packaged (i.e., break boxes) or
                  deface, tamper with or change in any way Product labeling.

4.       Obligations of ABAXIS
         ---------------------

         ABAXIS shall have the following obligations under this Agreement.

         A.       ABAXIS shall provide commercially reasonable marketing
                  direction and guidance to Distributor.

         B.       ABAXIS shall purchase and maintain a policy of product
                  liability insurance with minimum coverage limits of [****] per
                  occurrence. Distributor shall be named as an additional
                  insured on the policy, and ABAXIS shall furnish evidence of
                  such coverage within thirty (30) days after the date this
                  Agreement is signed. Such policy shall require at least thirty
                  (30) days prior written notice to Distributor in the event of
                  cancellation or any material modification.

         C.       ABAXIS shall provide to Distributor such literature,
                  brochures, and other materials reasonably necessary to sell
                  the Products.

         D.       ABAXIS shall maintain warranty and post-warranty repair
                  services for the Products that are equal to or greater than
                  the applicable warranty policies for such Products as of the
                  date of this Agreement.

         E.       ABAXIS will supply Reagent Rotors with a minimum of [****] of
                  shelf life from the date of shipment from ABAXIS, provided
                  that the storage and transportation guidelines in Appendix C
                  are followed.

         F.       ABAXIS will ship Product to Distributor on the date requested
                  on a faxed, mailed or emailed Order from Distributor. If it is
                  not possible to ship on the requested date, the parties will
                  agree upon an alternate date for shipment, or the Order may be
                  cancelled in the Distributor's sole discretion.

5.       Orders
         ------

         A.       Orders shall be placed with ABAXIS by mail, email or facsimile
                  at the following:

                           ABAXIS, Inc.
                           3240 Whipple Road
                           Union City, CA  94587
                           Fax: 510-675-6500
                           Email:  customersupport@abaxis.com

         B.       Orders shall be subject to reasonable acceptance by ABAXIS.
                  ABAXIS shall notify Distributor of acceptance in writing
                  within forty-eight (48) hours of the Order being placed.

<PAGE>

         C.       ABAXIS reserves the right to reject any Order or to cancel any
                  Order previously accepted in writing if, in ABAXIS' reasonable
                  discretion, ABAXIS determines that such Order will not be paid
                  for in accordance with the Order Terms or that the Products
                  will not be Distributed in accordance with the terms and
                  conditions set forth in this Agreement. Upon a determination
                  that ABAXIS intends to cancel a previously accepted Order,
                  ABAXIS shall give Distributor prompt written notice of such
                  cancellation and ABAXIS will be under no further obligation to
                  deliver Products under that Order, unless Distributor provides
                  adequate assurances to ABAXIS that Distributor will comply
                  fully with Distributor's obligations under this Agreement.

6.       Price and Payment Terms
         -----------------------

         A.       The price payable by Distributor to ABAXIS for any Product
                  shall be as set forth in Exhibit A hereto. ABAXIS may lower
                  prices at any time without prior notice. ABAXIS shall notify
                  Distributor in writing thirty (30) days prior to the effective
                  date of any price increase.

         B.       All Orders shall be paid within [****] of the date of invoice.
                  If payment is not received by ABAXIS within said [****], the
                  payment shall bear a late payment charge equal to [****] per
                  month (or partial month) that the payment is delayed.

         C.       All Products sold and all prices quoted by ABAXIS are F.O.B.
                  Union City, California or other ABAXIS distribution locations.
                  Distributor shall be responsible for selecting the carrier
                  responsible for transporting Products to Distributor's
                  warehouse in accordance with the guidelines laid out in
                  Appendix B. ABAXIS will work with Distributor to minimize
                  transportation and associated costs.

         D.       Distributor shall pay for all transportation costs and all
                  costs for insuring the Product while the Product is in transit
                  and while the Product is in Distributor's control.

         E.       Title and risk of loss for the Product shall shift from ABAXIS
                  to Distributor when the Product is delivered to the common
                  carrier transportation company for shipment to Distributor.

<PAGE>

7.       Warranty and Service Policy
         ---------------------------

         A.       Instruments

                  ABAXIS warrants each Instrument to be free from defects in
                  performance for its intended use for a period of one-year (the
                  "Warranty Period") from its initial sale by Distributor to the
                  original End User. In the event of failure of an Instrument
                  during the Warranty Period, ABAXIS will, at its option,
                  immediately repair or replace such failed Instrument free of
                  charge except in the circumstances as listed below.

                  (1)      Any Instrument which has been subject to abuse,
                           accident, alteration, modification, tampering,
                           negligence or misuse;

                  (2)      Any Instrument which has been repaired or serviced by
                           anyone not authorized by ABAXIS to render such
                           service;

                  (3)      Any Instrument whose model or serial number has been
                           altered, tampered with, defaced or removed.

(B)               Reagent Rotor

                  ABAXIS will replace or credit Distributor for any Reagent
                  Rotor for which the Instrument's detection system has found it
                  to have a manufacturing defect. In the event that the
                  Distributor or End User finds any Reagent Rotor to be
                  defective, Distributor's should instruct End User to call
                  ABAXIS Technical Service immediately to report pertinent
                  information, including the lot number of the defective Reagent
                  Rotor and for authorization for credit or replacement. Any
                  Reagent Rotor Credit will be passed through by Distributor to
                  End User within thirty (30) days of Distributor's receipt of
                  credit detail. ABAXIS will credit Distributor within thirty
                  (30) days of End User returning Products to ABAXIS for credit.
                  ABAXIS will not be responsible for Reagent Rotors that are
                  mishandled, stored, or shipped improperly. Additionally,
                  ABAXIS will not be responsible to Distributor for
                  non-performing Reagent Rotors due to operator error.

8.       Termination
         -----------

         A.       Distributor's authorization to Distribute Products shall
                  remain in full force and effect for one (1) year from the date
                  of this Agreement, and such authorization shall renew
                  automatically for successive one (1) year terms; provided,
                  however, that at any time during the initial term or any
                  renewal term, this Agreement may be terminated as follows:

                  (1)      By either party without cause, after ninety (90) days
                           written notice of termination to the other party;

                  (2)      By ABAXIS, at its sole discretion, in the event that
                           Distributor shall have failed to purchase [****] of
                           the Agreed to Forecast specified in Appendix A in any
                           given quarter or [****] of the forecast for any two
                           (2) consecutive quarters;

                  (3)      By either party, upon giving notice that the other
                           party is in breach of its obligations under this
                           Agreement, if the defaulting party fails to cure the
                           breach within ten (10) days after receipt of written
                           notice of the breach;

<PAGE>

         B.       Upon the effective date of termination of this Agreement, the
                  right of Distributor to Distribute Products will cease and
                  Distributor will immediately discontinue all use of ABAXIS'
                  Trade names, Trade marks and Copyrights. Distributor will
                  return to ABAXIS all price lists, catalogs, sales literature,
                  operating and service manuals, advertising literature,
                  operating and other materials relating to the Products. Upon
                  termination, ABAXIS may purchase, but shall not be obligated
                  to purchase, all or part of the Products remaining in
                  Distributor's inventory at the ABAXIS selling price to
                  Distributor. If ABAXIS does not repurchase Distributor's
                  entire inventory within thirty (30) days, Distributor will
                  have the right, for a period not to exceed 120 days, to sell
                  any Products remaining in inventory and to continue to use
                  ABAXIS Trade names, Trade marks, Copyrights, price lists,
                  catalogs, sales literature, operating and service manuals and
                  other materials necessary for selling the remaining inventory
                  of Products.

         C.       Upon any termination of this Agreement, the provisions in
                  Section 1, 7, 10, 11, 12, 13, 14, 15, 17 and 18 shall remain
                  in effect as necessary to carry out the purpose of those
                  Sections after termination. Additionally, to the extent that
                  Distributor is allowed to retain and sell its remaining
                  inventory of the Products, all provisions of this Agreement
                  shall remain in effect as applicable for said sales of the
                  remaining inventory.

8.       Assignment
         ----------

         Neither party may assign any of its rights or obligations under this
         Agreement without the prior written consent of the other party, which
         consent may not be unreasonably withheld.

9.       No Damages Arising From Termination
         -----------------------------------

         Distributor acknowledges and agrees that ABAXIS shall be under no
         obligation to renew or extend this Agreement notwithstanding any Orders
         placed by Distributor or other actions taken by the parties prior to
         termination of this Agreement. Upon termination of the Agreement,
         neither party shall be liable to the other for any damages (whether
         direct, consequential, or incidental and including expenditures, loss
         of profits or prospective profits of any kind) sustained or ensuring
         out of, or alleged to have been sustained or to have arisen out of,
         such termination.

10.      Warranty Disclaimer
         -------------------

         Except for the express warranty concerning Products contained in
         Section 7 herein, ABAXIS makes no representation or warranty, express
         or implied (including implied warranties of merchant ability and
         fitness for a particular purpose) concerning any Product or otherwise
         concerning matters contemplated by this Agreement. Distributor
         acknowledges and agrees that ABAXIS' sole responsibility in the case of
         any breach of warranty shall be for ABAXIS to comply with ABAXIS'
         policy as set forth in Section 7 above. In no event shall either party
         be liable to the other party for lost profits, loss of use, or
         incidental, consequential or special damages of any kind.

<PAGE>

11.      Legal Relationship; Indemnity
         -----------------------------

         A.       The relationship between ABAXIS and Distributor is that of
                  supplier and distributor. Distributor is an independent
                  contractor and is not the legal representative, agent, joint
                  venture, partner, or employee of ABAXIS for any purpose
                  whatsoever. Distributor has no right or authority to assume or
                  create any obligations of any kind or to make any
                  representations or warranties, whether express or implied, on
                  behalf of ABAXIS, or to bind ABAXIS in any respect whatsoever.

         B.       Each party shall defend, indemnify and hold harmless the other
                  party from any claims, injuries, and damages, including all
                  reasonable costs and expenses (such as attorneys' fees), as a
                  result, whether direct or indirect, stemming from the
                  negligence, recklessness, or willful misconduct of the other
                  party or such other party's officers, employees or agents.

         C.       Notwithstanding anything in this Agreement to the contrary,
                  ABAXIS will indemnify, hold harmless and defend Distributor
                  and its officers, directors, employees, agents and advisors
                  (individually or collectively an "Indemnified Party") from and
                  against, and will reimburse the Indemnified Party with respect
                  to, any and all claims, demands, causes of action,
                  proceedings, losses, damages, debts, expenses, liabilities,
                  fines, penalties, deficiencies, judgments or costs, including
                  reasonable attorney fees, court costs, amounts paid in
                  settlement and costs and expenses of investigations, at any
                  time and from time to time asserted against or incurred by an
                  Indemnified Party arising out of, in connection with,
                  resulting from or by reason of claims resulting from any
                  breach of this Agreement by ABAXIS, or for property damage or
                  personal injury suffered by third parties caused by the
                  Products supplied to Distributor or the failure to warn,
                  except to the extent the claims are based on any of the
                  following: (a) the negligence of an Indemnified Party; (b) any
                  breach of this Agreement by Distributor; (c) any physical or
                  chemical change in the Product made by an Indemnified Party;
                  (d) repacking of the Products by Distributor unless unpacked
                  with the prior written consent of ABAXIS and solely for the
                  purpose of inspection or testing and then repacked in the
                  original container; or (e) a relabeling of the Products by an
                  Indemnified Party.

12.      Use of ABAXIS Trademarks and Copyrighted Material
         -------------------------------------------------

         Distributor may use materials furnished by ABAXIS which contain ABAXIS
         Trademarks, Trade names and Copyrights only with respect to
         distribution of the Products, in accordance with the terms of this
         Agreement. Any further use by Distributor of ABAXIS Trademarks, Trade
         names and Copyrights shall be subject and limited to specific written
         authorization from ABAXIS, on a case by case basis. Any such use shall
         be on a non-transferable, non sublicenceable, and non-exclusive basis.

<PAGE>

13.      Proprietary Rights
         ------------------

         ABAXIS will retain all of its rights and title to and ownership of all
         Copyrights, Trademarks, Trade names, trade secrets, patents, and all
         other intellectual property embodied in the Products. Except as
         otherwise expressly provided in this Agreement, Distributor will have
         no right, title or interest in the intellectual property embodied in
         the Products, excepting only Distributor's limited rights to use
         Trademarks, Trade names and Copyrights as specified in Section 13
         hereof.

14.      Confidential Information
         ------------------------

         Except as shall be necessary for governmental notification purposes or
         to comply with applicable laws, court orders and regulations including
         any public filing requirements, and except as otherwise agreed to by
         the parties hereto in writing, the parties agree to keep confidential
         all electronic, verbal and written communications from the other party
         which are designated in writing, as constituting confidential
         information, business secrets or proprietary information. In the event
         that either party must disclose such confidential subject matter
         pursuant to public filing requirements, the disclosing party shall seek
         confidential treatment. Prior to any public announcement by either
         party, the other party shall be given the opportunity to approve the
         text. This confidentiality provision shall survive termination of this
         Agreement for a period of five (5) years.

15.      Force Majeure
         -------------

         Except as to the timely payment by Distributor of the purchase price of
         Products purchased by it under this Agreement, no failure or omission
         to carry out or observe any of the terms, provisions, or conditions of
         this Agreement will give rise to any claim by one party against the
         other, or be a breach of this Agreement, if the same is caused by or
         arises out of one or more of the following conditions: acts of God;
         acts, regulations or laws of any government; war; civil commotion;
         destruction of facilities or materials by fire, earthquake or storm;
         labor disturbance; epidemic; failure of public utilities; or any other
         event, matter or thing wherever occurring and whether or not of the
         same class or kind as those set forth above, which is not reasonably
         within the control of the affected party. However, the affected party
         will endeavor to avoid, remove, or cure all such conditions as soon as
         is reasonably feasible.

16.      Choice of Law
         -------------

         This Agreement shall be governed by and construed and enforced in
         accordance with the laws of the State of California, without regard to
         the California rules for conflicts of laws.

17.      Notices
         -------

         Wherever under this Agreement either party is required or permitted to
         give notices to the other, such notice shall be deemed given when in
         writing and (i) when personally delivered in hand by independent
         courier service, proof of delivery required, or (ii) when sent via next
         day, overnight delivery, proof of delivery required via nationally
         recognized overnight courier, to the other party at the address set
         forth below:

<PAGE>

                  In the case of DISTRIBUTOR:

                           Walco International, Inc.
                           7 Village Circle, Suite 200
                           Westlake, TX  76262
                           Attn:  Vice President, Marketing
                           Telephone:  817-859-3000

                           With a copy to:

                           Walco International, Inc.
                           7 Village Circle, Suite 200
                           Westlake, TX  76262
                           Attn:  Legal Department
                           Telephone:  817-859-3000

                  In the case of ABAXIS:

                           ABAXIS, Inc.
                           3240 Whipple Road
                           Union City, CA  94587
                           Attn: Vice President Sales and Marketing
                           North American Veterinary Business
                           Telephone: 510-675-6584

18.      Complete Agreement
         ------------------

         This Agreement constitutes the entire agreement between ABAXIS and
         Distributor with respect to the subject matter hereof. All prior or
         contemporaneous agreements, proposals, understandings and
         communications between or involving ABAXIS and Distributor with respect
         to the subject matter hereof are replaced in their entirety by this
         Agreement. This Agreement may be amended only by a written instrument
         executed by authorized representatives of ABAXIS and Distributor.
         Failure to enforce any provision of this Agreement shall not constitute
         a waiver of that or any other provision of this Agreement. The
         invalidity or unenforceabilitly of any provision of this Agreement
         shall not affect the validity or enforceability of any other provision
         of this Agreement.

 19.     Counterparts
         ------------

         This Agreement is signed in two identical counterpart originals each of
         which is to be considered the original.

<PAGE>

20.      Headings
         --------

         Article and section headings used herein are for convenience only, are
         not a part of this Agreement, and shall not be used in construing it.

21.      Cooperation
         -----------

         Each of the parties agrees to execute and deliver such further
         documents and to cooperate in such manner as may be necessary to
         implement and give effect to the agreements contained herein.

22.      Authority of Executing Party
         ----------------------------

         By signing below, the undersigned acknowledge that they have read and
         understand, and agree to be legally bound by this Agreement. The
         persons signing below on behalf of each of the entities or persons
         below have been properly authorized and empowered to sign this
         Agreement on behalf of those entities or persons and to bind those
         entities or persons to this Agreement.

In Witness Whereof, the parties have caused this Agreement to be executed in
duplicate by their duly authorized representatives on the date below written.

Walco International, Inc.                        ABAXIS, Inc.
a Delaware corporation
d/b/a DVM Resources

By:    /s/Greg Eveland                           By:    /s/Martin Mulroy
       --------------------                             ------------------------
Name:  Greg Eveland                              Name:  Martin Mulroy
Title: Sr. V.P. & C.O.O.                         Title: V.P. Sales and Marketing
Date:  10/11/06                                  Date:  10/25/06

<PAGE>

                                   APPENDIX A
                                   ----------

                            AGREED TO ANNUAL FORECAST

Agreement Total Instruments Purchased (units) Total Consumables Purchased
(dollars)

First Quarter     [****]   [****]
CY Q2 2006

Second Quarter    [****]   [****]
CY Q3 2006

Third Quarter     [****]   [****]
CY Q4 2006

Fourth Quarter    [****]   [****]
CY Q1 2007

<PAGE>

                                            Appendix B

                      STORAGE AND TRANSPORTATION GUIDELINES

         [****]

<PAGE>

                                    EXHIBIT A
                                    ---------

ABAXIS Standard Distributor Price List and ABAXIS Premier Distributor Price List

<PAGE>

                                                        VETSCAN VS2(TM) ANALYZER
                                                          DISTRIBUTOR PRICE LIST

<TABLE>
<CAPTION>
                                                                                        MFG. SUG.
CATALOG NO.                PRODUCTS                                     DIST. PRICE   RETAIL PRICE
-------------   -----------------------------------------------------   -----------   ------------
<S>             <C>                                                        <C>           <C>
Instruments
-----------

1200-0000       VetScan VS2 Analyzer -  [****]

                    Drop Ship Pricing                                      [****]        [****]
                    Quantity Pricing  [****]                               [****]        [****]

Accessories
-----------

1200-9000       Instrument Carrying Case with wheels                       [****]        [****]
1100-4410       Thermal Paper Roll w/adhesive back                         [****]        [****]
1980-0026       USB Cable                                                  [****]        [****]
1988-0013       VS2 12v Power Inverter                                     [****]        [****]

Ancillary Products
------------------

500-9002        0.1 cc Drummond Capillary pipettes - 100/package           [****]        [****]
500-9003        Heparin Lithium Tubes (Green top) 100/box                  [****]        [****]
500-9006        Minipet, 0.1 cc, Grey                                      [****]        [****]
500-9007        0.1 cc Disposable pipette tips - 96/rack                   [****]        [****]
</TABLE>

CUSTOMER SERVICE DEPARTMENT
To place an order, please call: 800-822-2947 or
510-675-6500 o Fax: 510-441-6153

FOB POINTS
F.O.B. Union City, CA

MINIMUM ORDER
[****]

CONFIRMING ORDERS
Please clearly mark all confirming orders.

STANDING ORDERS
For standing orders, or any special quotations, please contact your Abaxis sales
manager at 800-822-2947.

PRICES SUBJECT TO CHANGE WITHOUT NOTICE.
CLAIMS AND RETURNS
If there is an error or your order is damaged, please contact us immediately.
Keep all containers and packing material until inspection. If for any reason you
need to return a product to us, please contact our Customer Service Department
for instructions and authorization. Returns without prior authorization will not
be accepted.

ABAXIS QUALITY GUARANTEE
Abaxis is committed to supplying a safe reliable product that will consistently
conform to all established specifications and reasonable expectations of our
customers.

<PAGE>

                                                                VETSCAN(R) ROTOR
                                                  PREMIER DISTRIBUTOR PRICE LIST

<TABLE>
<CAPTION>
                                                                                        MFG. SUG.
CATALOG NO.                PRODUCTS                                     DIST. PRICE   RETAIL PRICE
-------------   -----------------------------------------------------   -----------   ------------
<S>             <C>                                                        <C>           <C>

REAGENT ROTORS
--------------

500-0026-12     Prep Profile II - Package of 12 Rotors                     [****]        [****]
                ALT, ALP, BUN, CRE, GLU & TP
500-0026-24         Package of 24 Rotors                                   [****]        [****]
500-0026-48         Package of 48 Rotors                                   [****]        [****]

500-0038-12     Comprehensive Diagnostic Profile - Package of 12 Rotors    [****]        [****]
                ALT, ALB, ALP, AMY, CA, PHOS, CRE, GLOB*,GLU, K+, Na+,
                TBIL, TP & BUN

500-0038-24         Package of 24 Rotors                                   [****]        [****]

500-0038-48         Package of 48 Rotors                                   [****]        [****]

500-0037-12     T4 - Cholesterol - Package of 12 Rotors                    [****]        [****]
                T4, CHOL
500-0037-24         Package of 24 Rotors                                   [****]        [****]

500-0042-12     Critical Care Plus - Package of 12 Rotors                  [****]        [****]
                ALT, BUN, CL, CRE, GLU, K+, NA+, tCO2

500-0043-12     Equine Profile Plus - Package of 12 Rotors                 [****]        [****]
                ALB, AST, BUN, CA, CK, CRE, GLU, GGT, GLOB*, K+, NA+,
                TBIL, tCO2, TP

500-0023-12     Large Animal Profile (Bovine) - Package of 12 Rotors       [****]        [****]
                ALB, ALP, AST, CA, CK, GGT  GLOB*, MG, PHOS, TP, & BUN

500-0041-12     Avian/Reptilian Profile Plus - Package of 12 Rotor         [****]        [****]
                ALB, AST, BA, CA, CK, GLOB*, GLU, K+, Na+, PHOS,
                TP,UA

500-0040-12     Mammalian Liver Profile - Package of 12 Rotors             [****]        [****]
                ALB, ALP, ALT, BA, BUN, CHOL, GGT, TBIL
</TABLE>

*Calculated Value

CUSTOMER SERVICE DEPARTMENT
To place an order, please call: 800-822-2947 or
510-675-6500 o Fax: 510-441-6153

FOB POINTS
F.O.B. Union City, CA

MINIMUM ORDER
[****]

DROP FEE
[****]

CONFIRMING ORDERS
Please clearly mark all confirming orders.

STANDING ORDERS
For standing orders, or any special quotations, please contact your Abaxis sales
manager at 800-822-2947.

PRICES SUBJECT TO CHANGE WITHOUT NOTICE.
CLAIMS AND RETURNS
If there is an error or your order is damaged, please contact us immediately.
Keep all containers and packing material until inspection. If for any reason you
need to return a product to us, please contact our Customer Service Department
for instructions and authorization. Returns without prior authorization will not
be accepted.

ABAXIS QUALITY GUARANTEE
Abaxis is committed to supplying a safe reliable product that will consistently
conform to all established specifications and reasonable expectations of our
customers.

<PAGE>

                                                                 VETSCAN(R) HMII
                                                  PREMIER DISTRIBUTOR PRICE LIST

<TABLE>
<CAPTION>
                                                                                        MFG. SUG.
CATALOG NO.                PRODUCTS                                     DIST. PRICE   RETAIL PRICE
-------------   -----------------------------------------------------   -----------   ------------
<S>                 <C>                                                    <C>           <C>
INSTRUMENTS
-----------
750-0000            VetScan HMII Hematology System                         [****]        [****]
                    [****]

QUANTITY PRICING    Purchase 12 or more VetScan Chemistry and              [****]        [****]
----------------      VetScan HMII Analyzers
                      [****]

REAGENTS
--------
750-9000              VetScan HMII Reagent Pack                            [****]        [****]
                      [****]
700-9003              Dog Control, (1) 2 cc vial                           [****]        [****]
700-9004              Cat Control, (1) 2 cc vial                           [****]        [****]
700-9005            Human Calibrator, (1) 2 cc vial                        [****]        [****]

ACCESSORIES
-----------
988-0015            HMII Keyboard                                          [****]        [****]
750-9008            Tube adapter, 3-5 ml                                   [****]        [****]
750-9009            Tube adapter, Microtainer                              [****]        [****]
750-9010            Tube adapter, control vial                             [****]        [****]
750-9002            Reagent Tubing Kit                                     [****]        [****]
981-0103            Power Cord                                             [****]        [****]
750-7003            Operator's Manual                                      [****]        [****]
700-7001            Thermal Printer Paper Roll                             [****]        [****]
                      [****]

ANCILLARY PRODUCTS
------------------
981-0102            VetScan Computer Interface Cable, 5ft                  [****]        [****]
981-0104            VetScan Computer Interface Cable, 15ft                 [****]        [****]
750-1500            HMII Color Printer                                     [****]        [****]
980-0210            HMII USB Printer Cable                                 [****]        [****]
700-1501            VetScan Rocker                                         [****]        [****]
700-1502            Vortex Mixer                                           [****]        [****]
988-0009            Uninterruptible Power Supply                           [****]        [****]
</TABLE>

CUSTOMER SERVICE DEPARTMENT
To place an order, please call: 800-822-2947 or
510-675-6500 o Fax: 510-441-6153

FOB POINTS
F.O.B. Union City, CA

MINIMUM ORDER
[****]
[****]

DROP SHIP FEE
[****]

CONFIRMING ORDERS
Please clearly mark all confirming orders.

STANDING ORDERS
For standing orders, or any special quotations, please
contact your Abaxis sales manager at 800-822-2947.

PRICES SUBJECT TO CHANGE WITHOUT NOTICE.
CLAIMS AND RETURNS
If there is an error or your order is damaged, please contact us immediately.
Keep all containers and packing material until inspection. If for any reason you
need to return a product to us, please contact our Customer Service Department
for instructions and authorization. Returns without prior authorization will not
be accepted.

ABAXIS QUALITY GUARANTEE
Abaxis is committed to supplying a safe reliable product that will consistently
conform to all established specifications and reasonable expectations of our
customers.