DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING

EXHIBIT 10.5

Following recording, return to: Jason D. Benson, McGrath North Mullin & Kratz, PC LLO, First National Tower, Suite 3700, 1601 Dodge Street, Omaha Nebraska, 68102, Tel. (402) 341-3070.

DEED OF TRUST, SECURITY AGREEMENT,

     THIS DEED OF TRUST (the “Instrument”) is made this November 14, 2006, by Professional Veterinary Products, Ltd., a Nebraska corporation, whose address is 10077 South 134 ^th Street, Omaha, Nebraska 68138 (“Borrower”), in favor of First National Bank of Omaha, a national banking association, whose address is 1620 Dodge Street, Omaha, Nebraska, 68197 (“Trustee”), for the benefit of First National Bank of Omaha, a national banking association, whose address is 1620 Dodge Street, Omaha, Nebraska, 68197 (“Bank”).

     Borrower, in consideration of the indebtedness herein recited and the trust herein created, irrevocably grants, conveys and assigns to Trustee, in trust, with power of sale, all of Borrower’s estate, right, title and interest, now owned or hereafter acquired, including any reversion or remainder interest, in the real property located in the County of Sarpy, State of Nebraska and described on Exhibit A to this Instrument including all heretofore or hereafter vacated alleys and streets abutting the property, and all easements, rights, appurtenances, tenements, hereditaments, rents, royalties, mineral, oil and gas rights and profits, water, water rights and water stock appurtenant to the property (collectively, “Premises”);

     TOGETHER with all of Borrower’s estate, right, title and interest, now owned or hereafter acquired, in:

     (a) all buildings, structures, improvements, parking areas, landscaping, equipment, fixtures and articles of property now or hereafter erected on, attached to or used or adapted for use in the operation of the Premises; including, but without being limited to, all heating, air conditioning and incinerating apparatus and equipment; all boilers, engines, motors, dynamos, generating equipment, piping and plumbing fixtures, water heaters, ranges, cooking apparatus and mechanical kitchen equipment, refrigerators, freezers, cooling, ventilating, sprinkling and vacuum cleaning systems, fire extinguishing apparatus, gas and electric fixtures, carpeting, floor coverings, underpadding, elevators, escalators, partitions, mantels, built-in mirrors, window shades, blinds, draperies, screens, storm sash, awnings, signs, furnishings of public spaces, halls and lobbies, and shrubbery and plants, and including also all interest of any owner of the Premises in any of such items hereafter at any time acquired under conditional sale contract, chattel mortgage or other title retaining or security instrument, all of which property mentioned in this clause (a) shall be deemed part of the realty covered by this Instrument and not severable wholly or in part without material injury to the freehold of the Premises (all of the foregoing together with replacements and additions thereto are referred to herein as “Improvements”); and

     (b) all compensation, awards, damages, rights of action and proceeds, including interest thereon and/or the proceeds of any policies of insurance therefor, arising out of or relating to a (i) taking or damaging of the Premises or Improvements thereon by reason of any public or private improvement, condemnation proceeding (including change of grade), sale or transfer in lieu of condemnation, or fire, earthquake or other casualty or (ii) any injury to or decrease in the value of the Premises or the Improvements for any reason whatsoever;

     (c) return premiums or other payments upon any insurance any time provided for the benefit of or naming Bank, and refunds or rebates of taxes or assessments on the Premises;

     (d) all the right, title and interest of Borrower in, to and under all written and oral leases and rental agreements (including extensions, renewals and subleases; all of the foregoing shall be referred to collectively herein as the “Leases”) now or hereafter affecting the Premises including, without limitation, all rents, issues, profits and other revenues and income therefrom and from the renting, leasing or bailment of Improvements and equipment, all guaranties of tenants’ performance under the Leases, and all rights and claims of any kind that Borrower may have against any tenant under the Leases or in connection with the termination or rejection of the Leases in a bankruptcy or insolvency proceeding;

     (e) plans, specifications, contracts and agreements relating to the design or construction of the Improvements; Borrower’s rights under any payment, performance or other bond in connection with the design or construction of the Improvements; all landscaping and construction materials, supplies and equipment used or to be used or consumed in connection with construction of the Improvements, whether stored on the Premises or at some other location; and contracts, agreements and purchase orders with contractors, subcontractors, suppliers and materialmen incidental to the design or construction of the Improvements;

     (f) all contracts, accounts, rights, claims or causes of action pertaining to or affecting the Premises or the Improvements including, without limitation, all options or contracts to acquire other property for use in connection with operation or development of the Premises or Improvements, management contracts, service or supply contracts, deposits, bank accounts, general intangibles (including, without limitation, trademarks, trade names and symbols), permits, licenses, franchises and certificates, and all commitments or agreements, now or hereafter in existence, intended by the obligor thereof to provide Borrower with proceeds to satisfy the loans evidenced hereby or improve the Premises or Improvements, and the right to receive all proceeds due under such commitments or agreements including refundable deposits and fees;

     (g) all books, records, surveys, reports and other documents related to the Premises, the Improvements, the Leases or other items of collateral described herein; and

     (h) all additions, accessions, replacements, substitutions, proceeds and products of the real and personal property, tangible and intangible, described herein.

     All of the foregoing described collateral is exclusive of any furniture or furnishings owned and supplied by tenants of the Premises. The Premises, the Improvements, the Leases and all of the rest of the foregoing property are herein referred to as the “Property.”

     TO SECURE TO BANK: (a) the repayment of the indebtedness evidenced by Borrower’s promissory notes of even date herewith in the aggregate principal sum of FORTY-FOUR MILLION SIX HUNDRED SIXTY-SIX THOUSAND AND NO/100 DOLLARS ($44,666,000) entered into in connection with the Loan Agreement by and among Borrower, ProConn, LLC,

Exact Logistics, LLC and Bank of even date herewith (the “Loan Agreement”), with interest thereon as set forth in the notes, and all renewals, extensions and modifications thereof (herein, the “Notes”); (b) the repayment of any future advances, with interest thereon, made by Bank to Borrower pursuant to Section 30 of this Instrument (herein “Future Advances”); (c) the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Instrument or to fulfill any of Borrower’s obligations hereunder or under the other Loan Documents (as defined below); (d) the performance of the covenants and agreements of Borrower contained herein or in the other Loan Documents; and (e) the repayment of all sums now or hereafter owing to Bank by Borrower. The indebtedness and obligations described in clauses (a)-(e) above are collectively referred to herein as the “Indebtedness.” The Loan Agreement, the Notes, the Collateral Agreements and all other documents evidencing, securing or guarantying the Indebtedness, as the same may be modified or amended from time to time, are referred to herein as the “Loan Documents.” The terms of the Notes secured hereby may provide that the interest rate or payment terms or balance due may be indexed, adjusted, renewed or renegotiated from time to time, and this Instrument shall continue to secure the Notes notwithstanding any such indexing, adjustment, renewal or renegotiation. All capitalized terms used in this Instrument, except terms otherwise defined herein, shall have the same meaning as such terms have in the Loan Agreement.

     Borrower represents and warrants that Borrower has good, marketable and insurable title to, and has the right to grant, convey and assign an indefeasible fee simple estate in the Property, that the Property is unencumbered except as disclosed in writing to and approved by Bank prior to the date hereof and that Borrower will warrant and forever defend unto Trustee the title to the Property against all claims and demands, subject only to the permitted exceptions set forth in Exhibit B to this Instrument.

     Borrower represents, warrants, covenants and agrees for the benefit of Bank as follows:

      Section 1. Payment of Principal and Interest. Borrower shall promptly pay when due the principal of and interest on the Indebtedness, any prepayment and other charges provided in the Loan Documents and all other sums secured by this Instrument.

      Section 2. Funds for Taxes, Insurance and Other Charges. Upon the occurrence of an Event of Default (hereinafter defined), and at Bank’s sole option at any time thereafter, Borrower shall pay in addition to each monthly payment on the Notes, one-twelfth of the annual real estate taxes, insurance premiums, assessments, water and sewer rates and other charges (herein “Impositions”) payable with respect to the Property (as estimated by Bank in its sole discretion), to be held by Bank, without interest to Borrower, for the payment of such obligations. If the amount of such additional payments held by Bank (“Funds”) at the time of the annual accounting thereof shall exceed the amount deemed necessary by Bank to provide for the payment of Impositions as they fall due, such excess shall be at Borrower’s option, either repaid to Borrower or credited to Borrower on the next monthly installment or installments of Funds due. If at any time the amount of the Funds held by Bank shall be less than the amount deemed necessary by Bank to pay Impositions as they fall due, Borrower shall pay to Bank any amount necessary to make up the deficiency within thirty (30) days after notice from Bank to Borrower requesting payment thereof. Upon Borrower’s breach of any covenant or agreement of Borrower in this Instrument, Bank may apply, in any amount and in any order as Bank shall determine in Bank’s sole discretion, any Funds held by Bank at the time of application (a) to pay Impositions which are now or will hereafter become due or (b) as a credit against sums secured by this Instrument. Upon payment in full of all sums secured by this Instrument, Bank shall refund to Borrower any Funds held by Bank.

      Section 3. Application of Payments. Unless applicable law provides otherwise, each payment received by Bank from Borrower under the Loan Documents shall be applied by Bank first in payment of amounts payable to Bank by Borrower under Section 23 hereof, then in payment of amounts payable to Bank by Borrower under Section 2 hereof, then to interest payable on the Notes, then to principal of the Notes and then to interest and principal on any Future Advances in such order as Bank, at Bank’s sole discretion, shall determine. Upon Borrower’s breach of any covenant or agreement of Borrower in this Instrument, Bank may apply, in any amount and in any order as Bank shall determine in Bank’s sole discretion, any payments received by Bank under the Loan Documents. Any partial payment received by Bank shall, at Bank’s option, be held in a non-interest bearing account until Bank receives funds sufficient to equal a complete payment.

      Section 4. Charges, Liens. Borrower shall pay all Impositions attributable to the Property in the manner provided under Section 2 hereof or, if not paid in such manner, by Borrower making payment, when due, directly to the payee thereof, or in such other manner as Bank may designate in writing. If requested by Bank, Borrower shall promptly furnish to Bank all notices of Impositions which become due, and in the event Borrower shall make payment directly, Borrower shall promptly furnish to Bank receipts evidencing such payments. Borrower shall promptly discharge any lien which has, or may have, priority over or equality with, the lien of this Instrument, and Borrower shall pay, when due, the claims of all persons supplying labor or materials to or in connection with the Property. Without Bank’s prior written permission, Borrower shall not allow any lien inferior to this Instrument to be perfected against the Property. If any lien inferior to this Instrument is filed against the Property without Bank’s prior written permission and without the consent of Borrower, Borrower shall, within thirty (30) days after receiving notice of the filing of such lien, cause such lien to be released of record and deliver evidence of such release to Bank.

      Section 5. Insurance. Borrower shall obtain and maintain the following types of insurance upon and relating to the Property:

     (a) “All Risk” property and fire insurance (with extended coverage endorsement including malicious mischief and vandalism) in an amount not less than the full replacement value of the Property (with a deductible not to exceed $100,000, naming Bank under a lender’s loss payee endorsement;

     (b) Comprehensive general liability insurance in an amount not less than $2,000,000 insuring against personal injury, death and property damage and naming Bank as additional insured; and

     (c) Such other types of insurance or endorsements to existing insurance as may reasonably be required from time to time by Bank.

     Upon each reasonable request of Bank, Borrower shall increase the coverages under any of the insurance policies required to be maintained hereunder or otherwise modify such policies in accordance with Bank’s request. All of the insurance policies required hereunder shall be issued by corporate insurers licensed to do business in the state in which the Property is located and rated A minus:X or better by A.M. Best Company, and shall be in form acceptable to Bank. If and to the extent that the Property is located within an area that has been or is hereafter designated or identified as an area having special flood hazards by the Department of Housing and Urban Development or such other official as shall from time to time be authorized by federal or state law to make such designation pursuant to any national or state program of flood insurance, Borrower shall carry flood insurance with respect to the Property in amounts not less

than the maximum limit of coverage then available with respect to the Property or the amount of the Indebtedness, whichever is less. Certificates of all insurance required to be maintained hereunder shall be delivered to Bank, along with evidence of payment in full of all premiums required thereunder, contemporaneously with Borrower’s execution of this Instrument. All such certificates shall be in form acceptable to Bank and shall require the insurance company to give to Bank at least thirty (30) days’ prior written notice before canceling the policy for any reason or materially amending it. Certificates evidencing all renewal and substitute policies of insurance shall be delivered to Bank, along with evidence of the payment in full of all premiums required thereunder, prior to termination of the policies being renewed or substituted. If any loss shall occur at any time when Borrower shall be in default hereunder, Bank shall be entitled to the benefit of all insurance policies held or maintained by Borrower, to the same extent as if same had been made payable to Bank, and upon foreclosure hereunder, Bank shall become the owner thereof. Bank shall have the right, but not the obligation, to make premium payments, at Borrower’s expense, to prevent any cancellation, endorsement, alteration or reissuance of any policy of insurance maintained by Borrower, and such payments shall be accepted by the insurer to prevent same.

     If any act or occurrence of any kind or nature (including any casualty for which insurance was not obtained or obtainable) shall result in damage to or destruction of the Property (such event being called a “Loss”), Borrower will give prompt written notice thereof to Bank. All insurance proceeds paid or payable in connection with any Loss shall be paid to Bank. If (i) no Event of Default has occurred and is continuing hereunder, (ii) Borrower provides evidence satisfactory to Bank of its ability to pay all amounts becoming due under the Notes during the pendency of any restoration or repairs to or replacement of the Property, (iii) the available insurance proceeds are, in Bank’s judgment, sufficient to fully and completely restore, repair or replace the Property and (iv) Borrower provides evidence satisfactory to Bank that none of the tenants of the Property will terminate their lease agreements as a result of either the Loss or the repairs to or replacement of the Property, Borrower shall have the right to apply all insurance proceeds received in connection with such Loss either (i) to restore, repair, replace and rebuild the Property as nearly as possible to its value, condition and character immediately prior to such Loss or (ii) to the payment of the Indebtedness in such order as Bank may elect. If an Event of Default has occurred and is continuing hereunder at the time of such Loss, if Bank determines that Borrower will be unable to pay all amounts becoming due under the Notes during the pendency of any restoration or repairs to or replacement of the Property, if the available insurance proceeds are insufficient, in Bank’s judgment, to fully and completely restore, repair or replace the Property or if Bank believes that one or more tenants of the Property will terminate their lease agreements as a result of either the Loss or the repairs to or replacement of the Property, then all of the insurance proceeds payable with respect to such Loss will be applied to the payment of the Indebtedness, or if so instructed by Bank, Borrower will promptly, at Borrower’s sole cost and expense and regardless of whether sufficient insurance proceeds shall be available, commence to restore, repair, replace and rebuild the Property as nearly as possible to its value, condition and character immediately prior to such Loss. Borrower shall diligently prosecute any restoration, repairs or replacement of the Property undertaken by or on behalf of Borrower pursuant to this Section 5. All such work shall be conducted pursuant to written contracts approved by Bank in writing. Notwithstanding anything contained herein to the contrary, in the event the insurance proceeds received by Bank following any Loss are insufficient in Bank’s judgment to fully and completely restore, repair or replace the Property, and if Borrower has complied with all of the other conditions described in this Section 5, Borrower may elect to restore, repair or replace the Property if it first deposits with Bank such additional sums as Bank determines are necessary in order to fully and completely restore, repair or replace the Property. In the event any insurance proceeds remain following the

restoration, repair or replacement of the Property, such proceeds shall be applied to the Indebtedness in such order as Bank may elect.

      Section 6. Preservation and Maintenance of Property. Borrower (a) shall not commit waste or permit impairment or deterioration of the Property, (b) shall not abandon the Property, (c) shall restore or repair promptly and in a good and workmanlike manner all or any part of the Property to the equivalent of its original condition, or such other condition as Bank may approve in writing, in the event of any damage, injury or loss thereto, whether or not insurance proceeds are available to cover in whole or in part the costs of such restoration or repair, (d) shall keep the Property, including all improvements, fixtures, equipment, machinery and appliances thereon, in good repair and shall replace fixtures, equipment, machinery and appliances on the Property when necessary to keep such items in good repair, (e) shall comply with all laws, ordinances, regulations and requirements of any governmental body applicable to the Property, (f) if all or part of the Property is for rent or lease, then Bank, at its option after the occurrence of an Event of Default, may require Borrower to provide for professional management of the Property by a property manager satisfactory to Bank pursuant to a contract approved by Bank in writing, unless such requirement shall be waived by Bank in writing, (g) shall generally operate and maintain the Property in a manner to ensure maximum rentals and (h) shall give notice in writing to Bank of and, unless otherwise directed in writing by Bank, appear in and defend any action or proceeding purporting to affect the Property, the security of this Instrument or the rights or powers of Bank hereunder. Neither Borrower nor any tenant or other person, without the written approval of Bank, shall remove, demolish or alter any improvement now existing or hereafter erected on the Property or any fixture, equipment, machinery or appliance in or on the Property, except when incident to the replacement of fixtures, equipment, machinery and appliances with items of like kind.

     Borrower represents, warrants and covenants that the Property is and shall be in compliance with the Americans with Disabilities Act of 1990 and all of the regulations promulgated thereunder, as the same may be amended from time to time.

      Section 7. Use of Property. Unless required by applicable law or unless Bank has otherwise agreed in writing, Borrower shall not allow changes in the use for which all or any part of the Property was intended at the time this Instrument was executed. Borrower shall not, without Bank’s prior written consent, (a) initiate or acquiesce in a change in the zoning classification (including any variance under any existing zoning ordinance applicable to the Property), (b) permit the use of the Property to become a non-conforming use under applicable zoning ordinances, (c) file any subdivision or parcel map affecting the Property or (d) amend, modify or consent to any easement or covenants, conditions and restrictions pertaining to the Property.

      Section 8. Protection of Bank’s Security. If Borrower fails to perform any of the covenants and agreements contained in this Instrument, or if any action or proceeding is commenced which affects the Property or title thereto or the interest of Bank therein, including, but not limited to, eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent, then Bank at Bank’s option may make such appearances, disburse such sums and take such action as Bank deems necessary, in its sole discretion, to protect Bank’s interest, including, but not limited to, (a) disbursement of attorneys’ fees, (b) entry upon the Property to make repairs and (c) procurement of satisfactory insurance as provided in Section 5 hereof.

     Any amounts disbursed by Bank pursuant to this Section 8, with interest thereon, shall become additional Indebtedness of Borrower secured by this Instrument. Unless Borrower and

Bank agree to other terms of payment, such amounts shall be immediately due and payable and shall bear interest from the date of disbursement at the highest rate which may be collected from Borrower under applicable law or, at Bank’s option, the highest rate stated in the Notes. Borrower hereby covenants and agrees that Bank shall be subrogated to the lien of any mortgage or other lien discharged, in whole or in part, by the Indebtedness. Nothing contained in this Section 8 shall require Bank to incur any expense or take any action hereunder.

      Section 9. Inspection. Upon 24 hours advance notice to Borrower, Bank may make or cause to be made reasonable entries upon the Property to inspect the interior and exterior thereof.

      Section 10. Financial Data. Borrower will furnish to Bank, and will cause each other borrower of the Indebtedness to furnish to Bank on request all financial information and reports that Bank may from time to time reasonably request, including, if Bank so requires, income tax returns of Borrower and financial statements of any tenant of the Property designated by Bank.

      Section 11. Condemnation. If the Property, or any part thereof, shall be condemned for any reason, including without limitation fire or earthquake damage, or otherwise taken for public or quasi-public use under the power of eminent domain, or be transferred in lieu thereof, all damages or other amounts awarded for the taking of, or injury to, the Property shall be paid to Bank who shall have the right, in its sole and absolute discretion, to apply the amounts so received against (a) the costs and expenses of Bank or Trustee, including reasonable attorneys’ fees incurred in connection with collection of such amounts and (b) the balance against the Indebtedness; provided, however, that if (i) no Event of Default shall have occurred and be continuing hereunder, (ii) Borrower provides evidence satisfactory to Bank of its ability to pay all amounts becoming due under the Notes during the pendency of any restoration or repairs to or replacement of the Property and (iii) Bank determines, in its sole discretion, that the proceeds of such award are sufficient to restore, repair, replace and rebuild the Property as nearly as possible to its value, condition and character immediately prior to such taking (or, if the proceeds of such award are insufficient for such purpose, if Borrower provides additional sums to Bank’s satisfaction so that the aggregate of such sums and the proceeds of such award will be sufficient for such purpose), Borrower shall have the right to apply the proceeds of such award to restore, repair, replace and rebuild the Property as nearly as possible to its value, condition and character immediately prior to such taking. All work to be performed in connection therewith shall be pursuant to a written contract therefor, which contract shall be subject to the prior approval of Bank. To the extent that any funds remain after the Property has been so restored and repaired, the same shall be applied against the Indebtedness in such order as Bank may elect. To enforce its rights hereunder, Bank shall be entitled to participate in and control any condemnation proceedings and to be represented therein by counsel of its own choice, and Borrower will deliver, or cause to be delivered to Bank such instruments as may be requested by it from time to time to permit such participation. In the event Bank, as a result of any such judgment, decree or award, believes that the payment or performance of any of the Indebtedness is impaired, Bank may declare all of the Indebtedness immediately due and payable.

      Section 12. Borrower and Lien not Released. From time to time, Bank may, at Bank’s option, without giving notice to or obtaining the consent of Borrower, Borrower’s successors or assigns or of any junior lienholder or guarantors, without liability on Bank’s part and notwithstanding Borrower’s breach of any covenant or agreement of Borrower in this Instrument, extend the time for payment of the Indebtedness or any part thereof, reduce the payments thereon, release anyone liable on any of the Indebtedness, accept an extension or modification or renewal note or notes therefor, modify the terms and time of payment of the Indebtedness,

release from the lien of this Instrument any part of the Property, take or release other or additional security, reconvey any part of the Property, consent to any map or plan of the Property, consent to the granting of any easement, join in any extension or subordination agreement, and agree in writing with Borrower to modify the rate of interest or period of amortization of the Notes or decrease the amount of the monthly payments thereunder. Any actions taken by Bank pursuant to the terms of this Section 12 shall not affect the obligation of Borrower or Borrower’s successors or assigns to pay the sums secured by this Instrument and to observe the covenants of Borrower contained herein, shall not affect the promise of any person, corporation, partnership or other entity to pay the Indebtedness, and shall not affect the lien or priority of the lien hereof on the Property. Borrower shall pay Bank a service charge, together with such title insurance premiums and attorneys’ fees as may be incurred at Bank’s option, for any such action if taken at Borrower’s request.

      Section 13. Forbearance by Bank not a Waiver. Any forbearance by Bank in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any other right or remedy. The acceptance by Bank of payment of any sum secured by this Instrument after the due date of such payment shall not be a waiver of Bank’s right to either require prompt payment when due of all other sums so secured or to declare a default for failure to make prompt payment. The procurement of insurance or the payment of taxes or other liens or charges by Bank shall not be a waiver of Bank’s right to accelerate the maturity of the Indebtedness secured by this Instrument, nor shall Bank’s receipt of any awards, proceeds or damages under Sections 5 and 11 hereof operate to cure or waive Borrower’s default in payment of sums secured by this Instrument.

      Section 14. Uniform Commercial Code Security Agreement. This Instrument is intended to be a security agreement pursuant to the Uniform Commercial Code for any of the items specified above as part of the Property which, under applicable law, may be subject to a security interest pursuant to the Uniform Commercial Code, and Borrower hereby grants and conveys to Bank a first and prior security interest in all of the Property that constitutes personalty, whether now owned or hereafter acquired. Borrower agrees that Bank may file this Instrument, or a reproduction thereof, in the real estate records or other appropriate index, as a financing statement for any of the items specified above as part of the Property. Any reproduction of this Instrument or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Borrower agrees to execute and deliver to Bank