EX-10.36




 Exhibit 10.36 
 Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted
information, marked “[***]” in this exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment. 

NINTH AMENDMENT TO THIRD AMENDED AND RESTATED 
 CREDIT AND SECURITY AGREEMENT 
 This Ninth Amendment to
Third Amended and Restated Credit and Security Agreement (this “Amendment”), dated as of December 21, 2011, is made by and among Heska Corporation, a Delaware corporation (“Heska”), Diamond Animal Health, Inc., an Iowa
corporation (“Diamond”) (each of Heska and Diamond may be referred to herein individually as a “Borrower” and collectively as the “Borrowers”), and Wells Fargo Bank, National Association, acting through its Wells Fargo
Business Credit operating division (the “Lender”). 
 Recitals 

The Borrowers and the Lender are parties to a Third Amended and Restated Credit and Security Agreement dated as of
December 30, 2005 (as amended to date and as the same may be hereafter amended from time to time, the “Credit Agreement”). 
 The Borrowers have requested that certain amendments be made to the Credit Agreement, which the Lender is willing to make pursuant to the terms and conditions set forth herein. 

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is
agreed as follows: 
 1. Defined Terms. Capitalized terms used in this Amendment which are defined in the
Credit Agreement shall have the same meanings as defined therein, unless otherwise defined herein. 
 2.
Spread. Section 2.7 of the Credit Agreement is hereby amended to read it its entirety as follows: 
 “Section 2.7 Spread. The spread (the “Spread”) means the percentage set forth in the table below opposite the applicable prior-fiscal-year Net Income of the Borrowers, which
percentage shall change annually effective as of the first day of the month following the month in which the Borrowers deliver to the Lender their audited financial statements for the prior fiscal year; provided, however, that in no case shall any
decrease in the Spread occur during a Default Period: 








 Portions of this Exhibit have been redacted pursuant to a request for
confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information, marked “[***]” in this exhibit, has been filed with the Securities and Exchange Commission together with
such request for confidential treatment. 
  

				September 30,	
	 Prior Fiscal Year Net Income
	    	Spread	 
		
	 Less than $0
	    	 	4.75	% 
	 Greater than or equal to $0 but less than $2,500,000
	    	 	3.75	% 
	 Greater than or equal to $2,500,000 but less than $5,000,000
	    	 	2.75	% 
	 Greater than or equal to $5,000,000
	    	 	1.75	%” 

 3. Minimum Interest Charge. Section 2.8(d) of the Credit Agreement is hereby amended
to read it its entirety as follows: 
 “Minimum Interest Charge.
Notwithstanding Sections 2.8(a), 2.8(b), 2.8(c) and 2.8(e), the Borrowers shall pay to the Lender interest of not less than $100,000 per calendar year (the “Minimum Interest Charge”), and the Borrowers shall pay any deficiency between
the Minimum Interest Charge and the amount of interest otherwise calculated under Sections 2.8(a), 2.8(b) or 2.8(c), plus the amount of any unused line fee calculated under Section 2.9(a) on the date and in the manner provided in
Section 2.10; provided, however, that if the period for which the Minimum Interest Charge is being calculated is shorter than one year, such amount shall be prorated on a per diem basis for such shorter period.” 

4. Audit Fees. Section 2.9(b) of the Credit Agreement is hereby amended to read in its entirety as follows:

 “(b) Audit Fees. The Borrowers shall pay the Lender fees in
connection with any collateral exams, audits or inspections conducted by or on behalf of the Lender of any Collateral or the Borrowers’ operations or business at the rates established from time to time by the Lender as its collateral exam fees
(which fees are currently $1,000 per day per collateral examiner), together with all actual out-of-pocket costs and expenses incurred in conducting any such collateral examination or inspection; provided, however, that so long as no Default Period
exists and average Availability (computed on a 90-day rolling average basis, as reasonably determined by the Lender) exceeds $2,000,000 the Lender will not demand reimbursement for more than two such collateral exams in any calendar year.”

 5. Financial Covenants. Sections 6.12 and 6.13 of the Credit Agreement are hereby amended to read in
their entireties as follows: 








 Portions of this Exhibit have been redacted pursuant to a request for
confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information, marked “[***]” in this exhibit, has been filed with the Securities and Exchange Commission together with
such request for confidential treatment. 
 “Section 6.12 Minimum
Capital. Heska will maintain, on a consolidated basis, as of each date listed below, its Capital at an amount not less than the amount set forth opposite such date: 

 

				September 30,	
	 Date
	    	Minimum Capital	 
		
	 October 31, 2011
	    	$	15,274,000	  
	 November 30, 2011
	    	$	14,750,000	  
	 December 31, 2011
	    	$	15,000,000	  

 After December 31, 2011, Heska will maintain, on a consolidated
basis, as of each date listed below, its Capital at an amount not less than the Prior Year Capital Base plus the minimum capital factor set forth opposite such date (amounts in parentheses denote negative numbers): 

 

				September 30,	
	 Date
	    	Minimum Capital Factor	 
		
	 January 31
	    	$	(2,250,000	) 
	 February 28
	    	$	(2,250,000	) 
	 March 31
	    	$	(2,250,000	) 
	 April 30
	    	$	(2,500,000	) 
	 May 31
	    	$	(2,500,000	) 
	 June 30
	    	$	(1,750,000	) 
	 July 31
	    	$	(1,750,000	) 
	 August 31
	    	$	(750,000	) 
	 September 30
	    	$	250,000	  
	 October 31
	    	$	500,000	  
	 November 30
	    	$	750,000	  
	 December 31
	    	$	1,250,000	  









 Portions of this Exhibit have been redacted pursuant to a request for
confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information, marked “[***]” in this exhibit, has been filed with the Securities and Exchange Commission together with
such request for confidential treatment. 
 Provided, however, that the covenant levels set forth
in this Section 6.12 shall be adjusted upwards or downwards, respectively on a dollar-for-dollar basis, by an amount equal to the dollar amount paid by Heska for the redemption or repurchase of shares of its capital stock as permitted by
Section 7.5(c), from the date Heska redeems or repurchases the shares through the end of the fiscal year in which such redemption or repurchase occurs. 

Section 6.13 Minimum Net Income. Heska will achieve, on a consolidated basis, during each
period described below, Net Income in an amount not less than the amount set forth opposite such period (amounts in parentheses denote negative numbers): 
  

				September 30,	
	 Period
	    	Minimum
Net
Income	 
		
	 Three months ending March 31 of each fiscal year
	    	$	(1,500,000	) 
	 Six months ending June 30 of each fiscal year
	    	$	(1,250,000	) 
	 Nine months ending September 30 of each fiscal year
	    	$	500,000	  
	 Twelve months ending December 31 of each fiscal year
	    	$	2,000,000	  

 6. Investments. Section 7.4(a) of the Credit Agreement is hereby amended by
(a) deleting the word “and” at the end of clause (viii) thereof, (b) replacing the “.” At the end of clause (ix) thereof with the words “; and”, and (c) by adding a new clause (x) to the
end thereof to read as follows: 
 “(x) unless a Default Period exists or would exist
immediately after or as a result of any such purchase or investment, a purchase of assets of, or an investment in an equity position in, a company in a related industry, not to exceed $3,000,000 in the aggregate during the term of this Agreement,
provided that Availability (assuming for purposes of such calculation, that such purchase or investment had already been made) during the 90 days prior to and immediately following such purchase or investment is greater than $2,000,000 at all times,
and provided further than (A) in the case of an investment resulting in a new Subsidiary, such Subsidiary delivers, concurrently with the closing of the investment, the items set forth in clause (b)(i) below, and (B) within forty-five









 Portions of this Exhibit have been redacted pursuant to a request for
confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information, marked “[***]” in this exhibit, has been filed with the Securities and Exchange Commission together with
such request for confidential treatment. 
 (45) Banking Days (or such later date as Lender
agrees in its sole discretion) prior to the consummation of such proposed investment or purchase, Borrower shall have delivered to Lender such documents and agreements, information and reports relating to the proposed equity investment or
acquisition as Lender may reasonably request.” 
 7. Stock Repurchase. Section 7.5 of the
Credit Agreement is hereby amended to read in its entirety as follows: 
 “Section 7.5
Dividends. Such Borrower will not declare or pay any dividends (other than dividends payable solely in stock of such Borrower) on any class of its stock or make any payment on account of the purchase, redemption or other retirement of any
shares of such stock or make any distribution in respect thereof, either directly or indirectly; provided, however, that so long as no Default Period then exists or would occur immediately following or as a result of such action, (a) any
Borrower that is a Subsidiary of Heska may pay dividends to Heska so long as such Subsidiary’s Tangible Net Worth both before and after such dividend equals or exceeds $100,000; (b) Heska may repurchase capital stock of Heska held by any
employee provided Heska is required to do so pursuant to any employee equity subscription agreement, stock ownership plan or stock option agreement in effect from time to time; and provided further that the aggregate price paid for all such
repurchased, redeemed, acquired or retired capital shall not exceed $100,000 during any fiscal year; and (c) Heska may repurchase capital stock of Heska held by any shareholder of Heska who is not an officer of Heska, provided that Availability
(assuming for purposes of such calculation, that such redemption had already been made) during the 90 days prior to and immediately following such redemption is greater than $2,000,000 at all times; and provided further that the aggregate price paid
for all such repurchased, redeemed, acquired or retired capital shall not exceed $4,000,000 through the Maturity Date of the Revolving Advance. Notwithstanding the foregoing, the exercise of stock options for the purchase of Heska’s capital
stock shall not, by means of any deemed repurchase of shares as a result of a cashless exercise or otherwise, cause a breach of this Section 7.5.” 
 8. Capital Expenditures. Section 7.10 of the Credit Agreement is hereby amended to read in its entirety as follows: 

“Section 7.10 Capital Expenditures. The Borrowers, together with any Affiliates, will not
incur or contract to incur, in the aggregate, Capital Expenditures in the aggregate during the fiscal year-to-date period ending on any date described below in excess of the amount set forth opposite such date: 








 Portions of this Exhibit have been redacted pursuant to a request for
confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information, marked “[***]” in this exhibit, has been filed with the Securities and Exchange Commission together with
such request for confidential treatment. 
  

				September 30,	
	 Period
	    	Maximum Capital
Expenditures	 
		
	 October 31, 2011
	    	$	2,000,000	  
	 November 30, 2011
	    	$	2,000,000	  
	 December 31, 2011
	    	$	2,000,000	  
	 January 31 of each fiscal year thereafter
	    	$	500,000	  
	 February 28 of each fiscal year thereafter
	    	$	750,000	  
	 March 31 of each fiscal year thereafter
	    	$	1,000,000	  
	 April 30 of each fiscal year thereafter
	    	$	1,250,000	  
	 May 31 of each fiscal year thereafter
	    	$	1,500,000	  
	 June 30 of each fiscal year thereafter
	    	$	1,750,000	  
	 July 31 of each fiscal year thereafter
	    	$	2,000,000	  
	 August 31 of each fiscal year thereafter
	    	$	2,250,000	  
	 September 30 of each fiscal year thereafter
	    	$	2,500,000	  
	 October 31 of each fiscal year thereafter
	    	$	2,750,000	  
	 November 30 of each fiscal year thereafter
	    	$	3,000,000	  
	 December 31 of each fiscal year thereafter
	    	$	3,250,000	  

 In addition to the foregoing, the amounts set forth above shall be adjusted upward on a
dollar-for-dollar basis by the amount allocated for such purpose in accordance with Section 2.22, from the date of such increase through the end of the fiscal year in which such increase occurs.” 

9. Compliance Certificate. Exhibit B to the Credit Agreement is replaced in its entirety by Exhibit B to this
Amendment. 
 10. No Other Changes. Except as explicitly amended by this Amendment, all of the terms and
conditions of the Credit Agreement shall remain in full force and effect and shall apply to any advance or letter of credit thereunder. 








 Portions of this Exhibit have been redacted pursuant to a request for
confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information, marked “[***]” in this exhibit, has been filed with the Securities and Exchange Commission together with
such request for confidential treatment. 
 11. Amendment Fee. The Borrowers shall pay to
the Lender, as of the date of this Amendment, a fully earned, non-refundable fee in the amount of $10,000 in consideration of the Lender’s execution and delivery of this Amendment. 

12. Conditions Precedent. This Amendment shall be effective when the Lender shall have received an executed
original hereof, together with each of the following, each in form and substance acceptable to the Lender in its sole discretion: 
 (a) Executed original of the Amendment to Patent and Trademark Security Agreement by Heska. 
 (b) Payment of the fee described in paragraph 11. 
 (c) Such other
matters as the Lender may require. 
 13. Representations and Warranties. The Borrowers hereby represent
and warrant to the Lender as follows: 
 (a) The Borrowers have all requisite power and
authority to execute this Amendment and any other agreements or instruments required hereunder, and to perform all of its obligations hereunder and thereunder, and this Amendment and such other agreements and instruments have been duly executed and
delivered by the Borrowers and constitute the legal, valid and binding obligation of the Borrowers, enforceable in accordance with their terms. 
 (b) The execution, delivery and performance by the Borrowers of this Amendment and any other agreements or instruments required hereunder, have been duly authorized by all necessary corporate action and
do not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) violate any provision of any law, rule or regulation or of any order,
writ, injunction or decree presently in effect, having applicability to the Borrowers, or the articles of incorporation or by-laws of the Borrowers, or (iii) result in a breach of or constitute a default under any indenture or loan or credit
agreement or any other agreement, lease or instrument to which any Borrower is a party or by which it or its properties may be bound or affected. 

(c) All of the representations and warranties contained in Article V of the Credit Agreement are correct
on and as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date. 








 Portions of this Exhibit have been redacted pursuant to a request for
confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information, marked “[***]” in this exhibit, has been filed with the Securities and Exchange Commission together with
such request for confidential treatment. 
 14. No Waiver. The execution of this Amendment
and the acceptance of all other agreements and instruments related hereto shall not be deemed to be a waiver of any Default or Event of Default under the Credit Agreement or a waiver of any breach, default or event of default under any Loan Document
or other document held by the Lender, whether or not known to the Lender and whether or not existing on the date of this Amendment. 
 15. Release. The Borrowers hereby absolutely and unconditionally release and forever discharge the Lender, and any and all participants, parent entities, subsidiary entities, affiliated entities,
insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or
description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which any Borrower has had, now has or has made claim to have against any such Person for or by reason of any act, omission,
matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown. 

16. Costs and Expenses. The Borrowers hereby reaffirm their agreement under the Credit Agreement to pay or
reimburse the Lender on demand for all costs and expenses incurred by the Lender in connection with the Loan Documents, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the
foregoing, the Borrowers specifically agree to pay all fees and disbursements of counsel to the Lender for the services performed by such counsel in connection with the preparation of this Amendment and the documents and instruments incidental
hereto. The Borrowers hereby agree that the Lender may, at any time or from time to time in its sole discretion and without further authorization by the Borrowers, make a loan to the Borrowers under the Credit Agreement, or apply the proceeds of any
loan, for the purpose of paying any such fees, disbursements, costs and expenses. 
 17. Miscellaneous.
This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument. 

 








 Portions of this Exhibit have been redacted pursuant to a request for
confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information, marked “[***]” in this exhibit, has been filed with the Securities and Exchange Commission together with
such request for confidential treatment. 
 IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed as of the date first written above. 
  

									
	 HESKA CORPORATION
	 		 	 DIAMOND ANIMAL HEALTH, INC.

					
	 By
	 	 /s/ Jason Napolitano
	 		 	By	 	 /s/ Jason Napolitano

		 	 Its Chief Financial Officer
	 		 		 	 Its Chief Financial Officer

				
	 WELLS FARGO BANK, NATIONAL ASSOCIATION 
	 		 		 	
					
	 By
	 	 (***) 
	 		 		 	
		 	 (***), Authorized Signatory
	 		 		 	









 Exhibit B to Ninth Amendment 
 Compliance Certificate 
  

			
	To:	 	  

		 	Wells Fargo Capital Finance

 Date:             ,
20             
  

			
	Subject:	 	 Heska Corporation
		 	 Financial Statements


 In accordance with our Third Amended and Restated Credit and Security Agreement dated as of
December 30, 2005 (the “Credit Agreement”), attached are the financial statements of Heska Corporation (“Heska”) as of and for             ,
20            (the “Reporting Date”) and the year-to-date period then ended (the “Current Financials”). All terms used in this certificate have the meanings given in the
Credit Agreement. 
 I certify that, to the best of my knowledge, the Current Financials have been prepared in accordance with
GAAP, subject to year-end audit adjustments, and fairly present the Borrowers’ financial condition and the results of its operations as of the date thereof. 

Events of Default. (Check one): 
  

	 	 ̈	 The undersigned does not have knowledge of the occurrence of a Default or Event of Default under the Credit Agreement. 



 

	 	 ̈	 The undersigned has knowledge of the occurrence of a Default or Event of Default under the Credit Agreement and attached hereto is a statement of
the facts with respect to thereto. 


 I hereby certify to the Lender as follows: 

 

	 	 ̈	 The Reporting Date does not mark the end of one of the Borrowers’ fiscal quarters, hence I am completing all paragraphs below except paragraph
4. 


  

	 	 ̈	 The Reporting Date marks the end of one of the Borrowers’ fiscal quarters, hence I am completing all paragraphs below .



 Financial Covenants. I further hereby certify as follows: 

1. Accounts Payable. Pursuant to Section 6.5 of the Credit Agreement, as of the Reporting
Date, Past Due Payables on a consolidated basis was $            , which  ̈ satisfies  ̈
does not satisfy the requirement that the Borrowers have no Past Due Payables. 








 2. Spread. Pursuant to Section 2.7 of the Credit
Agreement, as of the Reporting Date, Heska’s prior-fiscal-year Net Income was, on a consolidated basis, $            , which determines a base Spread of
            % pursuant to the table below (amounts in parentheses denote negative numbers). 
  

				September 30,	
	 Prior Fiscal Year Net Income
	    	Spread	 
		
	 Less than $0
	    	 	4.75	% 
	 Greater than or equal to $0 but less than $2,500,000
	    	 	3.75	% 
	 Greater than or equal to $2,500,000 but less than $5,000,000
	    	 	2.75	% 
	 Greater than or equal to $5,000,000
	    	 	1.75	% 

 3. Minimum Capital. Pursuant to Section 6.12 of the Credit
Agreement, as of the Reporting Date, Heska’s Capital was, on a consolidated basis, $            , which  ̈ satisfies  ̈ does not satisfy the requirement that such amount (a) be not less than $            on the Reporting Date, as set forth in the table below
and adjusted, if applicable, in accordance with Section 6.12: 
  

				September 30,	
	 Date
	    	Minimum Capital	 
		
	 October 31, 2011
	    	$	15,274,000	  
	 November 30, 2011
	    	$	14,750,000	  
	 December 31, 2011
	    	$	15,000,000	  

 , or (b) be
$            on the Reporting Date, an amount not less than the Prior Year Capital Base plus the minimum capital factor set forth opposite such date, as adjusted, if applicable, in
accordance with Section 6.12 (amounts in parentheses denote negative numbers): 
  

				September 30,	
	 Date
	    	Minimum Capital Factor	 
		
	 January 31
	    	$	(2,250,000	) 
	 February 28
	    	$	(2,250,000	) 
	 March 31
	    	$	(2,250,000	) 
	 April 30
	    	$	(2,500,000	) 
	 May 31
	    	$	(2,500,000	) 
	 June 30
	    	$	(1,750,000	) 










				September 30,	
	 Date
	    	Minimum Capital Factor	 
		
	 July 31
	    	$	(1,750,000	) 
	 August 31
	    	$	(750,000	) 
	 September 30
	    	$	250,000	  
	 October 31
	    	$	500,000	  
	 November 30
	    	$	750,000	  
	 December 31
	    	$	1,250,000	  

 4. Minimum Net Income. Pursuant to Section 6.13 of the Credit
Agreement, as of the Reporting Date, Heska’s Net Income was, on a consolidated basis, $            , which  ̈ satisfies  ̈ does not satisfy the requirement that such amount be no less than $            on the Reporting Date, as set forth in the table below:

  

				September 30,	
	 Period
	    	Minimum Net
Income	 
		
	 Three months ending March 31 of each fiscal year
	    	$	(1,500,000	) 
	 Six months ending June 30 of each fiscal year
	    	$	(1,250,000	) 
	 Nine months ending September 30 of each fiscal year
	    	$	500,000	  
	 Twelve months ending December 31 of each fiscal year
	    	$	2,000,000	  

 5. Minimum Liquidity. Pursuant to Section 6.14 of the Credit
Agreement, as of the Reporting Date, Heska’s Liquidity was, on a consolidated basis, $            , which  ̈ satisfies  ̈ does not satisfy the requirement that such amount be no less than $1,500,000 on the Reporting Date. 
 6. Minimum Individual Book Net Worth. Pursuant to Section 6.15 of the Credit Agreement, as of the Reporting Date, Heska’s Book Net Worth was
$            and Diamond’s Book Net Worth was $            , which  ̈
satisfies  ̈ does not satisfy the requirement that such amounts be no less than zero on the Reporting Date. 

7. Maximum Contributions. Pursuant to Section 7.4(a)(v) of the Credit Agreement, as of the
Reporting Date, Heska’s fiscal year-to-date aggregate contributions to non-Borrower Subsidiaries was $            , which  ̈ satisfies  ̈ does not satisfy the requirement that such amounts be no more than $700,000 during any fiscal year. 








 8. Capital Expenditures. Pursuant to
Section 7.10 of the Credit Agreement, for the fiscal year-to-date period ending on the Reporting Date, Heska’s Capital Expenditures were, in the aggregate and on a consolidated basis,
$            which  ̈ satisfies  ̈ does not satisfy the requirement that such amount be
not more than $            during the period ending on the Reporting Date, as set forth in the table below and adjusted, if applicable, in accordance with Section 7.10: 

 

				September 30,	
	 Period
	    	Maximum Capital
Expenditures	 
		
	 October 31, 2011
	    	$	2,000,000	  
	 November 30, 2011
	    	$	2,000,000	  
	 December 31, 2011
	    	$	2,000,000	  
	 January 31 of each fiscal year thereafter
	    	$	500,000	  
	 February 28 of each fiscal year thereafter
	    	$	750,000	  
	 March 31 of each fiscal year thereafter
	    	$	1,000,000	  
	 April 30 of each fiscal year thereafter
	    	$	1,250,000	  
	 May 31 of each fiscal year thereafter
	    	$	1,500,000	  
	 June 30 of each fiscal year thereafter
	    	$	1,750,000	  
	 July 31 of each fiscal year thereafter
	    	$	2,000,000	  
	 August 31 of each fiscal year thereafter
	    	$	2,250,000	  
	 September 30 of each fiscal year thereafter
	    	$	2,500,000	  
	 October 31 of each fiscal year thereafter
	    	$	2,750,000	  
	 November 30 of each fiscal year thereafter
	    	$	3,000,000	  
	 December 31 of each fiscal year thereafter
	    	$	3,250,000	  

 Attached hereto are all relevant facts in reasonable detail to evidence the computations of the financial
covenants referred to above. These computations were made in accordance with GAAP. 
  

			
	HESKA CORPORATION
		
	By	 	 
		 	 Its