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EXHIBIT 10.2




AMENDMENT NO. 2 TO REVOLVING NOTE





     This Amendment No. 2 to Revolving Note (as the same may from time to time be amended,
restated, modified or otherwise supplemented, the “Second Amendment”), dated November 30,
2009, is from Professional Veterinary Products, Ltd., a Nebraska corporation (“PVPL”),
ProConn, LLC, a Nebraska limited liability company (“ProConn”), and Exact Logistics, LLC, a
Nebraska limited liability company (“Exact”, together with PVPL and ProConn, collectively
and individually herein referred to as “Borrower”), to and in favor of First National Bank
of Omaha, a national banking association (“Bank”).



RECITALS




     I. Borrower executed and delivered to Bank a Revolving Note dated November 14, 2006, as
amended on August 21,2009 (as the same may from time to time be amended, restated, modified or
otherwise supplemented, the “Original Revolving Note”).



     II. The Original Revolving Note was given in connection with, and governed by, the Loan
Agreement dated November 14, 2006 by and among Borrower and Bank, as amended on September 17, 2007,
November 19, 2008 and August 21,2009 (as the same may from time to time be amended, restated,
modified or otherwise supplemented, the “Loan Agreement”).



     III. Capitalized terms used herein which are not otherwise defined herein shall have the
respective meanings ascribed thereto in the Loan Agreement.



     IV. Borrower has requested that certain terms and conditions of the Loan Agreement be amended
to extend the maturity date of, and implement an interest rate floor with respect to, the revolving
credit facility provided by the Loan Agreement, and desires to amend certain terms and conditions
of the Original Revolving Note in connection therewith.



     Accordingly, in consideration of the Recitals and the terms and conditions herein set forth,
and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrower and Bank agree as follows:



AGREEMENT




     1. The first paragraph of the Original Revolving Note is hereby amended by deleting the first
paragraph in its entirety and substituting the following first paragraph in its place:



     FOR VALUE RECEIVED, Professional Veterinary Products, Ltd., a Nebraska corporation (“PVPL”),
ProConn, LLC, a Nebraska limited liability company (“ProConn”), Exact Logistics, LLC, a Nebraska
limited liability company (“Exact”, together with PVPL and ProConn, collectively and individually
herein referred to as “Borrower”), promise to pay, on or before February 1, 2010, to the order of
First National Bank of Omaha, a national banking association (“Bank”), at the Bank’s office at 1620
Dodge Street, Omaha, Nebraska 68197, or at such other address as the holder hereof may from time to
time designate in writing, the principal sum of THIRTY SEVEN MILLION FOUR HUNDRED EIGHTY THOUSAND
AND NO/100 DOLLARS ($37,480,000) or, if less, the aggregate unpaid principal amount of all Advances
evidenced by this Revolving Note (this “Note”) issued under the Loan Agreement by and among
Borrower and



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Bank of even date herewith (the “Loan Agreement”), together with interest from the date the
proceeds of the Advances are initially disbursed until maturity on the principal balance from time
to time remaining unpaid hereon and remaining unpaid on February 1, 2010 (or, if later, upon
payment in full), at the interest rate, in the manner and on the dates specified in the Loan
Agreement.



     2. References throughout the Loan Agreement, Notes and Collateral Agreements to the Loan
Agreement, Notes and Collateral Agreements are hereby amended to include any amendments,
restatements, modifications or supplements thereto.



     3. Except as specifically amended herein, the Original Revolving Note shall remain in full
force and effect as originally executed.



     4. This Second Amendment shall be binding on the successors and assigns of the parties hereto.



     5. This Second Amendment may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together shall constitute
but one and the same agreement.



[Signature Page Follows]




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     Executed as of the 30 day of November, 2009.



	 	 	 	 	 
	 	Professional Veterinary Products, Ltd.,

a Nebraska corporation

 	 
	 	By:  	/s/ Tara Chicatelli
 	 
	 	 	Tara Chicatelli, its Chief Financial Officer 	 
	 	 	 	 
	 	ProConn, LLC,

 	 
	 	By:  	Professional Veterinary Products, Ltd.,
 	 
	 	 	a Nebraska corporation, 	 
	 	 	its Manager and sole Member 	 
	 	 	 
	 	By:  	                                      /s/ Tara Chicatelli
 	 
	 	 	Tara Chicatelli, its Chief Financial Officer 	 
	 	 	 	 
	 	Exact Logistics, LLC,

a Nebraska limited liability company

 	 
	 	By:  	Professional Veterinary Products, Ltd.,
 	 
	 	 	a Nebraska corporation, 	 
	 	 	its Manager and sole Member 	 
	 	 	 
	 	By:  	                                      /s/ Tara Chicatelli
 	 
	 	 	Tara Chicatelli, its Chief Financial Officer 	 
	 	 	 	 
	 




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