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Exhibit 10.31
  Ms. Jean M. Nelson
    
    Fax: (419) 730-87373368 Blackburn StreetDallas, TX 75204
   1)
    
    Your base salary will be $240,000 per year. In addition, you will
participate in health insurance and other benefit plans, as are generally applicable
to executives at your level as those plans currently exist and may be amended in the
future.2)
    
    A bonus of 20% of the base salary ($48,000) will be paid to you during the
first quarter of 2005, provided you are actively employed by Virbac as of 12/31/04.3)
    
    We also discussed that a Performance Bonus Plan will be developed, commencing
with the 2005 fiscal year, and upon development of such a plan you will be eligible to
participate on the same terms as others of like rank and status.4)
    
    A Long-Term Incentive Plan tied to market performance was also discussed.
However, such a program could only be adopted by the Board of Directors. Thus, I am
unable to make any specific representations regarding the content of a potential Plan
or its eligibility criteria. However, it is Virbacs intent to develop and adopt, in
the near future, a Long-Term Incentive Plan in which you will participate.5)
    
    As Chief Financial Officer, you will be listed as a co-insured under a
Directors and Officers (D&O) insurance policy and your activities will be subject to
coverage under the Companys general or comprehensive insurance program to the same
extent and under the same terms and conditions as are applicable to other executives
of the Company of similar status and level.6)
    
    Virbac will indemnify and defend you from any claims for damages made or
criminal proceedings brought against you as a result of your actions on behalf of
Virbac to the extent permitted by and under the conditions stated in our By-laws.




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7)
    
    Your employment under this agreement may be terminated immediately for any of
the following reasons:
 a.
    
    your conviction of a felony offense;b.
    
    dishonesty, fraud, willful misconduct, unlawful
discrimination or theft on your part (whether within the workplace or
elsewhere);
 However, in the event your employment is terminated under this agreement
without cause during the first three (3) years following your start date,
Virbac will make a lump sum payment to you equal to twelve (12) months of your
then base salary. Under this section, without cause is defined to include:
 a.
    
    any reason other than the immediate termination
provisions listed above as a and b;b.
    
    a breach by Virbac of any of the material terms or
conditions of this agreement;c.
    
    a material diminution or reduction in your duties or
scope of responsibilities;d.
    
    the occurrence of a change in control which is
defined as a change in the current majority ownership structure of Virbac.
  Sincerely,/s/ David G. Eller

David G. EllerPresident & Chief Executive OfficerAccepted & Agreed:/s/ Jean M. Nelson

Jean M. NelsonDate: May 21, 2004




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September 20, 2004
 
 
  1)
    
    An additional bonus of $200,000 will be paid to you within 10 days
after December 31, 2004. Such bonus will be paid assuming you make all
reasonable efforts to prepare the restated financial statements for Virbac
Corporation (Virbac) for fiscal years 2001, 2002 and 2003 by December 31, 2004
and make all reasonable efforts to support PricewaterhouseCoopers in their
audit of the financial statements for these periods to enable them to complete
their audit of these periods by December 31, 2004.2)
    
    If you are required to consult with or on behalf of Virbac, Virbac
S.A. or any of its subsidiaries in any capacity post your employment period,
Virbac agrees to pay you $2,000 per day that your services are required; in
addition, you will be reimbursed for any reasonable expenses you may have
incurred in connection with supplying your services.3)
    
    Virbac agrees to a fixed term of employment through
December 31, 2005
during which period Virbac agrees to not terminate your employment without
cause, as defined in The Agreement Subsequent to December 31, 2005, the
provisions of paragraph number 7 of The Agreement are applicable.4)
    
    Virbac agrees to pay you a bonus of $75,000 on June 30, 2005 or upon
the re-listing Virbacs securities on NASDAQ. Virbac agrees to pay you a bonus
of $73,000 on December 31, 2005 due to additional responsibilities you have
assumed in connection with the SEC investigation and the shareholder lawsuits.
In addition, you agree to implement Oracle during fiscal year 2005.5)
    
    Paragraph 6 of The Agreement is deleted. Virbac agrees to
indemnify you as per the terms of the Indemnification Agreement
attached as Exhibit A.6)
    
    Virbac agrees to retain D&O insurance for Virbac
Corporations officers, which include you as a named insured, at a
minimum level of $10,000,000 throughout the term of you employment.7)
    
    Your official title is Executive Vice-President and Chief Financial Officer.
 3200 Meacham Blvd., Fort
Worth, TX 76137  Telephone: (817) 831-5030
 (800) 338-3659  Fax (817) 831-8327




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Sincerely,/s/ David G. Eller

David G. EllerPresident & Chief Executive OfficerVirbac CorporationAccepted & Agreed:/s/ Jean M. Nelson

Jean M. NelsonDate: 9/24/04
 3200
Meacham Blvd., Fort Worth, TX 76137  Telephone: (817) 831-5030  (800) 338-3659  Fax (817) 831-8327




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EXHIBIT A
 INDEMNIFICATION AGREEMENT
   nolo contendere




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By:
    
    /s/ David Eller
    
    
    
    24 Sept.
04David Eller
    
    
    
    DatePresident and Chief Executive OfficerVirbac CorporationBy:
    
    /s/ Jean M. Nelson
    
    
    

9/24/04Jean Nelson
    
    
    
    Date