THIS WARRANT
HAS BEEN ACQUIRED FOR INVESTMENT AND NO SALE, TRANSFER OR HYPOTHECATION OF THIS
WARRANT OR ANY INTEREST THEREIN (INCLUDING THE SHARES WHICH MAY BE ACQUIRED BY
THE EXERCISE OF THIS WARRANT) MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND UNDER
APPLICABLE STATE LAWS UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER DOES NOT REQUIRE
REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE LAWS.


XLNT VETERINARY CARE, INC.


WARRANT TO PURCHASE COMMON STOCK


          XLNT
VETERINARY CARE, INC., a Delaware corporation (the “Company”), certifies that,
for valuable consideration, receipt of which is hereby acknowledged, GALEN
PARTNERS IV, L.P., a Delaware limited partnership (the “Holder”), is entitled
to purchase the Warrant Shares (as hereinafter defined) from the Company at the
Warrant Price (as hereinafter defined), on the terms and conditions set forth
in this Warrant. This Warrant is issued to the Holder in exchange for services
rendered in connection with that certain proposed merger with Echo Healthcare
Acquisition Corp. This Warrant is being issued effective as of September 26,
2007 (the “Issue Date”).


          1.
Definitions. As used herein:


	
 

	
 


	
 

	
          The
 “Warrant Shares” shall mean Eighty Thousand Five Hundred (80,500) shares of
 the common stock, $.0001 par value, of the Company (subject to adjustment as
 herein provided).


	
 

	
 


	
 

	
          The
 “Warrant Price” shall mean Four and 75/100 Dollars ($4.75) per Warrant Share
 (subject to adjustment as herein.





          2.
Exercise.


          2.1
Time of Exercise. This Warrant may be exercised in whole (but not in
part) at any time on or after April 1, 2008; provided, however, that this
Warrant shall expire and be null and void if not exercised in the manner herein
provided by 5:00 p.m., local Nashville, Tennessee, time, on the tenth
anniversary of the Issue Date (the “Expiration Date”). If this Warrant is not
exercised on the terms set forth herein on or before the Expiration Date, this
Warrant shall be void.


          2.2
Manner of Exercise. This Warrant is exercisable at the Warrant Price,
payable in cash or by cashiers or certified check to the order of the Company. Upon
surrender of this Warrant with payment of the Warrant Price, at the Company’s
Notice Address (as provided in Section 13 below), the Holder shall be entitled
to receive a certificate or certificates for the Warrant Shares.


          2.3
Delivery of Stock Certificates. As soon as practicable, but not
exceeding ten (10) business days, after exercise of this Warrant, the Company,
at its expense, shall cause to be issued in the name of the Holder a
certificate or certificates for the number of Warrant Shares to which the
Holder shall be entitled upon such exercise. Such certificate or certificates
shall contain no legend or other restriction on transferability, other than the
legend contemplated by Section 4 below.






          2.4
Record Date of Issuance of Shares. Irrespective of the date of issuance
and delivery of certificates for the Warrant Shares upon the exercise of this
Warrant, the Holder shall for all purposes be deemed to have become the holder
of record of the Warrant Shares represented thereby immediately prior to the
close of business on the date on which this Warrant with the Warrant Price is
received by the Company.


          2.5
Fractional Shares. No fractional shares shall be issued upon the
exercise of this Warrant. In lieu of any fractional shares to which the Holder
would be otherwise entitled, the number of Warrant Shares shall be rounded up
to the next highest integer and the Holder shall make an additional cash
payment to the Company equal to the Warrant Price per share multiplied by the
fraction of a share by which the Warrant Shares were thereby increased.


          3.
Adjustments. The Warrant Price and the shares purchasable hereunder are
subject to adjustment from time to time as follows:


          3.1
Merger, Sale of Assets, etc. If at any time while this Warrant is
outstanding and unexpired there shall be (i) a reorganization (other than a
combination, reclassification, exchange or subdivision of shares otherwise
provided for herein), (ii) a merger or consolidation of the Company with or
into another corporation in which the Company is not the surviving entity, or a
reverse merger in which the Company is the surviving entity but the shares of
the Company’s capital stock outstanding immediately prior to the merger are
converted or exchanged by virtue of the merger into other property, whether in
the form of securities, cash or otherwise, or (iii) a sale or transfer of the
Company’s properties and assets as, or substantially as, an entirety to any
other corporation or other entity, then, as a part of such reorganization,
merger, consolidation, sale or transfer, lawful provision shall be made so that
the holder of this Warrant shall thereafter be entitled to receive upon
exercise of this Warrant, during the period specified herein and upon payment
of the Warrant Price then in effect, the number of shares of stock or other
securities or property of the successor corporation or other entity resulting
from such reorganization, merger, consolidation, merger, sale or transfer that
a holder of the shares deliverable upon exercise of this Warrant would have
been entitled to receive in such reorganization, consolidation, merger, sale or
transfer if this Warrant had been exercised immediately before such
reorganization, merger, consolidation, sale or transfer, all subject to further
adjustment as provided in this Section 3. The foregoing provision of
this Section 3.1 shall similarly apply to successive reorganizations,
consolidations, mergers, sales and transfers and to the stock or securities of
any other corporation or other entity that are at the time receivable upon the
exercise of this Warrant. In all events, appropriate adjustment (as determined
in good faith by the Company’s Board of Directors) shall be made in the
application of the provisions of this Warrant with respect to the rights and
interests of the Holder after the transaction, to the end that the provisions
of this Warrant shall be applicable after that event, as near as reasonably may
be, in relation to any shares or other property deliverable after that event
upon exercise of this Warrant.


          3.2 Reclassification,
etc. If the Company, at any time while this
Warrant remains outstanding and unexpired, by reclassification of securities or
otherwise, shall change any of the securities as to which purchase rights under
this Warrant exist into the same or a different number of securities of any
other class or classes, this Warrant shall thereafter represent the right to
acquire such number and kind of securities as would have been issuable as the
result of such change with respect to the securities that were subject to the
purchase rights under this Warrant immediately prior to such reclassification
or other change and the Warrant Price therefor shall be appropriately adjusted,
all subject to further adjustment as provided in this Section 3.


          3.3 Split,
Subdivision or Combination of Shares. If the Company at any
time while this Warrant remains outstanding and unexpired shall split,
subdivide or combine the securities as to which purchase rights under this
Warrant exist, into a different number of securities of the same class, the
Warrant Price for such 


2






securities
shall be proportionately decreased in the case of a split or subdivision or
proportionately increased in the case of a combination and the number of such
securities shall be proportionately increased in the case of a split or
subdivision or proportionately decreased in the case of a combination.


          3.4 Adjustments
for Dividends in Stock or other Securities or Property. If
while this Warrant remains outstanding and unexpired, the holders of the
securities as to which purchase rights under this Warrant exist (including
without limitation securities into which such securities may be converted) at
the time shall have received, or, on or after the record date fixed for the
determination of eligible stockholders, shall have become entitled to receive,
without payment therefor, other or additional stock or other securities or
property (other than cash) of the Company by way of dividend, then and in each
case, this Warrant shall represent the right to acquire, in addition to the
number of shares of the security receivable upon exercise of this Warrant, and
without payment of any additional consideration therefor, the amount of such
other or additional stock or other securities or property (other than cash) of
the Company that such holder would hold on the date of such exercise had it
been the holder of record of the security receivable upon exercise of this
Warrant (or upon such conversion) on the date hereof and had thereafter, during
the period from the date hereof to and including the date of such exercise, retained
such shares and/or all other additional stock available by it as aforesaid
during such period, giving effect to all adjustments called for during such
period by the provisions of this Section 3.


          3.5 Other
Adjustments. In case any event shall occur as to which the
other provisions of this Section 3 are not strictly applicable but as to
which failure to make any adjustment would not fairly protect the exercise
rights represented by this Section 3 in accordance with the essential
intent and principles hereof then, in each such case, the Holder may appoint a
firm of independent public accountants of recognized national standing
reasonably acceptable to the Company, which shall give their opinion as to the
adjustment, if any, on a basis consistent with the essential intent and
principles established herein, necessary to preserve the exercise rights
represented herein. Upon receipt of such opinion, the Company shall make the
adjustments described therein. The fees and expenses of such independent public
accountants shall be borne by the Company.


          3.6 Calculations.
All calculations under this Section 3 shall be made to the nearest four
decimal points.


          4.
Restriction on Transfer. This Warrant and the Warrant Shares issuable
upon the exercise of this Warrant are being acquired for investment and not
with a view to the distribution hereof. Absent an effective registration
statement under the United States Securities Act of 1933 covering the
disposition of this Warrant or the Warrant Shares issued or issuable upon
exercise of this Warrant, neither this Warrant nor the Warrant Shares issuable
upon the exercise of this Warrant may be sold, transferred, assigned,
hypothecated or otherwise disposed of unless the Company shall have been
provided with an opinion of counsel reasonably satisfactory to the Company to
the effect that such sale, transfer, assignment, hypothecation or other
disposal will be exempt from the registration and prospectus delivery
requirements of the United States Securities Act of 1933 and the registration
or qualification requirements of any applicable state securities laws. The
Holder consents to the making of a notation in the Company’s records or giving
to any transfer agent of the Warrant or the Warrant Shares an order to
implement such restriction on transferability.


          The
certificates evidencing the Warrant Shares issuable upon the exercise of this
Warrant shall bear the following legend or a legend of similar import:


	
 

	
 


	
 

	
THESE SHARES WERE ACQUIRED IN A TRANSACTION NOT INVOLVING A PUBLIC
 OFFERING UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “ACT”). 





3






	
 

	
 


	
 

	
THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NO SALE, TRANSFER
 OR HYPOTHECATION OF THESE SHARES OR ANY INTEREST THEREIN MAY BE MADE EXCEPT
 PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND UNDER
 APPLICABLE STATE LAWS UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL
 REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER DOES NOT REQUIRE
 REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE LAWS.





          5.
Reservation of Stock. The Company shall at all times reserve and keep
available out of its authorized but unissued shares of the common stock of the
Company, solely for the purpose of issuance upon the exercise of this Warrant,
such number of shares of the common stock of the Company as shall be issuable
upon the exercise hereof. The Company represents, warrants, covenants and
agrees that (a) the Company has, and at all times while this Warrant is
outstanding shall have, authorized and outstanding only one class of common
stock and (b) upon exercise of this Warrant and payment of the Warrant Price,
all Warrant Shares issuable upon such exercise shall be duly and validly
issued, fully paid and non-assessable.


          6.
No Rights as Shareholder. Nothing contained in this Warrant shall be
construed as conferring upon the Holder prior to the exercise of this Warrant
any of the rights or preferences of a holder of shares of common stock of the
Company, including without limitation any right to vote or to consent or to
receive notice as a shareholder in respect of any matter whatsoever.


          7.
Remedies. Any amounts not paid by the Company within five (5) business
days of Holder’s written request thereof shall bear interest at seventeen and
one half percent (171⁄2%) per annum (or, if less, the maximum rate permitted by
law) until paid in full and such interest shall be payable from time to time
upon demand by Holder (and any such interest not paid upon demand shall, unless
prohibited by applicable law, also bear interest at such rate). Neither the
assessment nor the collection of any such interest by Holder shall preclude
Holder from exercising any remedies available to Holder under this Warrant or
under applicable law by reason of such default. The Company shall pay or
reimburse to Holder all reasonable attorneys’ fees and costs incurred by the
Company in the enforcement of any rights of the Holder under this Warrant
(whether or not such enforcement involves the institution of litigation or
other proceedings).


          8.
Registration Rights. Holder shall execute a counterpart signature page
to the Company’s Registration Rights Agreement. Pursuant to such agreement
Holder shall, with respect to the Common Stock issuable upon exercise of this
Warrant, be entitled to piggyback registration rights on registrations of the
Company (subject to the right of any underwriter retained by the Company to
limit the number of shares covered by any such registration).


          9.
Successors. All the covenants, agreements, representations and
warranties contained in this Warrant shall bind the parties hereto and, subject
to restrictions on transfer set forth in this Warrant, their respective
successors and assigns.


          10.
Amendments and Waivers. Neither this Warrant nor any term hereof may be
changed, waived, discharged or terminated orally but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.


          11.
Governing Law. This Warrant shall be governed by and construed according
to the laws of the state of California, without reference to principles of
conflict of laws or choice of laws.


4






          12.
Headings. The section headings in this Warrant are inserted for purposes
of convenience only and shall have no substantive effect.


          13.
Notices. Unless otherwise provided herein, any notice required or
permitted under this Warrant shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or one day
after deposit with a national overnight delivery service or three days after
deposit with the United States Post Office, by registered or certified mail,
postage prepaid and addressed to the party to be notified as follows:


	
 

	
 

	
 


	
 

	
(a)

	
If to the
 Company, at:


	
 

	
 

	
 


	
 

	
 

	
XLNT
 Veterinary Care, Inc.


	
 

	
 

	
Attn: General
 Counsel


	
 

	
 

	
_____
 Centerview Drive, Suite ____


	
 

	
 

	
Brentwood,
 TN 37027


	
 

	
 

	
 


	
 

	
(b)

	
If to the
 Holder, at:


	
 

	
 

	
 


	
 

	
 

	
Galen
 Partners IV, L.P.


	
 

	
 

	
Attn: Zubeen
 Shroff


	
 

	
 

	
680
 Washington Blvd.


	
 

	
 

	
11th
 Floor


	
 

	
 

	
Stamford, CT
 06901





          Either
party may change such address by notice under this Section 13. A party’s
effective address for notice purposes under this Section 13 is such party’s “Notice
Address”.


          14.
Entire Agreement. This Warrant constitutes the entire agreement and
understanding of the parties with respect to the subject matter hereof and
supercedes any and all prior negotiations, correspondence, agreements,
understandings, duties or obligations between the parties with respect to the
subject matter hereof. The rights and remedies of Holder under this Warrant are
in addition to, and not in limitation or derogation of, any right or remedy of
Holder under the Loan Agreement or under any other agreement or instrument with
the Company.


          15.
Jury Trial Waiver. THE COMPANY AND THE HOLDER, AFTER CONSULTING OR HAVING
THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE CONSTITUTIONAL RIGHT TO A TRIAL BY JURY IN ANY
LITIGATION BASED ON OR ARISING OUT OF THIS WARRANT, ANY RELATED AGREEMENT OR
INSTRUMENT OR ANY OF THE TRANSACTIONS EVIDENCED THEREBY.


5






          IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officer and this Warrant to be dated and issued as of the Issue Date.


	
 

	
 

	
 


	
 

	
XLNT
 VETERINARY CARE, INC.


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
George A.
 Villasana


	
 

	
General
 Counsel





6