XLNT
VETERINARY CARE, INC.

NONINCENTIVE STOCK OPTION AGREEMENT


          This
Nonincentive Stock Option Agreement (“Agreement”) is made and entered into as
of November 30, 2007 (“Grant Date”) by and between XLNT Veterinary Care, Inc.,
a Delaware corporation (the “Company”), and ___________________ (“Optionee”).


WITNESSETH:


          A.
The Board of Directors of the Company (“Board”) has adopted the XLNT Veterinary
Care, Inc. 2004 Stock Option Plan (“Plan”) to create additional incentives for
certain valued employees, directors, consultants and advisors of the Company
and to promote the financial success and progress of the Company. For purposes
hereof the “Plan” and all section references therein shall be defined as said
2004 Stock Option Plan as amended or superseded during the term of this
Agreement.


          B.
Optionee is a valued employee of the Company, and this Nonincentive Stock
Option Agreement is executed pursuant to, and is intended to carry out the
purposes of, the Plan in connection with the grant by the Company to Optionee
of a stock option. This option is not intended to be an incentive stock option
as defined by Section 422 of the Internal Revenue Code of 1986, as amended or
superseded (“Code”).


          C.
This Agreement and its terms are confidential and shall not be disclosed at any
time by Optionee except as otherwise herein provided.


          NOW,
THEREFORE, it is agreed as follows:


          1.
 Grant of Option. Subject to and
upon the terms, conditions and restrictions set forth in this Agreement and the
Plan, the Company hereby grants to Optionee as of the Grant Date a nonincentive
stock option (“Option”) to purchase [________________________ (________)] shares
(“Option Shares”) of the common stock of the Company during the Term hereof (as
defined in Section 3 hereof) granted with an exercise price of [_________________________
($ _____)] per share (“Option Price”). For these purposes “Option
Shares” also shall include such stock or other securities as defined by the
Plan. 


          2.
Right to Exercise; Vesting. 


                    a.
One-third (1/3) of the Option Shares shall become vested and exercisable by
Optionee on each of the first three anniversaries of [_____________, 2007], the
date the Optionee commenced employment with the Company. 


                    b.
Notwithstanding the foregoing and except as provided in subsection (c), upon
the effective date of the Optionee’s termination of employment by the Company
without “Cause” (as defined in any employment agreement between the Optionee
and the Company) or by the Optionee for “Good Reason” (as defined in any
employment agreement between the Optionee and the Company), the Option Shares
that are unvested and would have vested at the next annual vesting date if the
Optionee had remained employed shall vest pro rata based on the number of
months worked by the Optionee since the last vesting date; provided that as a
condition of such vesting, the Optionee must execute within such period of time
following termination of employment as is permitted by the Company (and not
timely revoke during any revocation period provided therein) a comprehensive
release, covenant not to sue, and non-disparagement agreement from the Optionee
in favor of the Company, its executives, officers, directors, affiliates, and
all related parties, in such form as may be provided by the Company, as
required by Section 5(c) of the employment agreement between the Optionee and
the Company dated [______________, 2007] or any successor
thereto (the “Release”).






                    c.
Notwithstanding the foregoing, the Option Shares shall become fully vested and
exercisable (“Accelerated Exercise Period”) upon the effective date of the
Optionee’s termination of employment by the Company without “Cause” (as defined
in any employment agreement between the Optionee and the Company) or by the
Optionee for “Good Reason” (as defined in any employment agreement between the
Optionee and the Company) that occurs within twelve months following a Change
in Control; provided that as a condition of such vesting, the Optionee must
execute within such period of time following termination of employment as is
permitted by the Company (and not timely revoke during any revocation period
provided therein) the Release. For this purposes, a “Change in Control” means
any one of the following events which may occur after the Grant Date:


	
  

 	
  

 
	
  

 	
           (i)
 The sale or other transfer of more than fifty percent (50%) of the capital
 stock of the Company in one or more related transactions for material
 consideration to any person or entity or group of persons or entities not
 owned or controlled by a majority of the shareholders of the Company; or

 
	
  

 	
  

 
	
  

 	
           (ii)
 The sale or other transfer of all or substantially all of the assets of the
 Company in one or more related transactions not in the ordinary course of the
 business of the Company, whether by sale, exchange, merger, consolidation,
 reorganization, dissolution or liquidation;

 



Notwithstanding the foregoing, the following shall not
constitute a Change in Control hereunder: (1) any public offering of capital
stock of the Company in a Public Market; (2) any transaction as to which the
shareholders of the Company prior to the transaction continue to, directly or
indirectly, own or control after the transaction, equity interests possessing
more than 50% of the voting power of the equity interests of the Company or
other surviving entity (in the case of a merger, consolidation or other similar
transaction in which the Company is not the surviving entity), including, without
limitation, the merger of Pet DRx Acquisition Company, a wholly owned
subsidiary of Echo Healthcare Acquisition Corp., with and into the Company; or
(3) any transaction in which the Company reincorporates in another jurisdiction
or engages in other internal reorganization or changes in corporate structure.


          3.
Option Term. Subject to earlier termination as provided for in the Plan,
the specified term of the Option (“Term”) shall be the period commencing as of
the Grant Date and ending on the expiration of ten (10) years from the Grant
Date. Upon the expiration of the Term or earlier termination of the Option as
provided for in the Plan, the Option shall cease to be exercisable and shall be
of no further force or effect. Such events of earlier termination include but
are not limited to termination of the employment of Optionee. 


          4.
Non-Transferable. The Option shall not be transferable or assignable by
Optionee other than by will or the laws of descent and distribution, and the
Option may be exercised during the lifetime of Optionee solely by Optionee.
Subject to the foregoing, all transfers or assignments or attempted transfers
or assignments of the Option or this Agreement shall be void ab initio.


          5.
Plan; Controlling Terms.


                    a.
The Option granted hereunder and this Agreement shall be governed by and
subject to each and all of the terms and provisions of the Plan, which is
hereby incorporated by reference in its entirety. All capitalized or other
terms not defined herein shall have the same meaning as in the Plan. In the
event of any conflict between the Plan and this Agreement, the Plan shall
control. Optionee acknowledges receipt of a copy of the Plan and the
opportunity to review the Plan and to consult with his or her legal advisors
concerning the Plan and this Agreement.


                    b.
OPTIONEE ACKNOWLEDGES AND AGREES THAT THE PLAN CONTAINS IMPORTANT TERMS AND
PROVISIONS THAT WILL APPLY TO AND CONTROL THE OPTION AND THIS AGREEMENT. THOSE
TERMS INCLUDE WITHOUT LIMITATION IMPORTANT CONDITIONS AND LIMITATIONS ON THE
RIGHT OF OPTIONEE TO EXERCISE THE OPTION; IMPORTANT






RESTRICTIONS ON THE RIGHT OF OPTIONEE TO TRANSFER THE
OPTION OR THE OPTION SHARES RECEIVED UPON EXERCISE OF THE OPTION; EARLY TERMINATION
OF THE OPTION FOLLOWING THE OCCURRENCE OF CERTAIN EVENTS, INCLUDING TERMINATION
OF THE EMPLOYMENT OF OPTIONEE FOR ANY REASON; PROCEDURES FOR EXERCISING THE
OPTION; THE RIGHT OF THE COMPANY TO REPURCHASE THE OPTION STOCK; THE RIGHT OF
FIRST REFUSAL OF THE COMPANY TO PURCHASE THE OPTION STOCK; TAX WITHHOLDING AND
NOTICE OBLIGATIONS; AND OTHER SUBSTANTIAL RESTRICTIONS AND OBLIGATIONS IN
ADDITION TO THOSE IN THIS AGREEMENT.


          6.
Tax Status of Option. Optionee hereby acknowledges that the Option is
not an incentive stock option, the Optionee authorizes payroll withholding and
otherwise aggress to make adequate payments to the Company for required tax
withholding, which is due when the option is exercised. 


          7.
Limitations on Share Transfer; Mandatory Notice of Disposition. Optionee
shall transfer or dispose of the Option Shares only in accordance with the
provisions of this Agreement and the Plan. Without limiting the foregoing,
mandatory notice of disposition of any Option Shares must be made to the
Company as provided in the Plan and such disposition may be subject to tax
withholding or payments by Optionee.


          8.
Securities Laws; Restrictions on Grant or Issuance. THE RESTRICTIONS ON
THE TRANSFER OF THE OPTION OR THE OPTION SHARES SHALL BE IN ADDITION TO ANY
OTHER LIMITATIONS ON TRANSFER OR EXERCISE OF THE OPTION OR ISSUANCE OR TRANSFER
OF THE OPTION SHARES IMPOSED BY APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
THE GRANT OF THE OPTION AND THE EXERCISE OF THE OPTION AND THE ISSUANCE OF THE
OPTION SHARES UPON EXERCISE OF THE OPTION AND ANY RESALE OR OTHER TRANSFER OF
SUCH OPTION SHARES BY OPTIONEE SHALL BE SUBJECT TO COMPLIANCE WITH ALL
APPLICABLE REQUIREMENTS OF FEDERAL OR STATE LAW WITH RESPECT TO SUCH
SECURITIES. Notwithstanding any contrary provision of this Agreement:


                    a.
Optionee understands that since the Option is not transferable, and since the
Option Shares have not been and may not be registered or exempt under
applicable statutes, Optionee may bear the economic risk of the investment for
an indefinite period of time. The Option shares may not be sold or otherwise
disposed of until such time as the Option shares are registered under the
Securities Act of 1933 (“Securities Act”) or the Option Shares may be sold
pursuant to an applicable exemption from the registration requirements of the
Securities Act. Optionee understands that the Company has no obligation to file
a registration statement under the Securities Act for the Option or the Option
Shares or to otherwise assist Optionee in complying with any exemption from
registration.


                    b.
Optionee represents and warrants that the Option is being acquired and the
Option Shares will be acquired upon exercise for his or her own account and not
with a view to or for sale in connection with any distribution of such
securities. Optionee further acknowledges that any investment in the common
stock of the Company is inherently speculative and illiquid and subject to
material risks.


                    c.
As a condition to the exercise of the Option, the Company may require Optionee
to satisfy any qualifications that may be necessary or appropriate in the sole
judgment of the Company or its counsel to evidence compliance with any
applicable law or regulation and to make any written representation or warranty
with respect thereto as may be requested by the Company.


                    d.
Notwithstanding any contrary provisions hereof, the inability of the Company
with reasonable efforts to obtain approval from any regulatory body having
authority deemed by the Company to be necessary for the lawful issuance and
sale of any Option Shares pursuant to the Option shall relieve the Company of
any liability in respect of the non-issuance or sale of the Option Shares as to
which such approval shall not have been obtained.






          9.
Assignment; Binding Effect.


                    a.
The Company may transfer or assign any of its rights or obligations under this
Agreement or the Plan, including without limitation the Repurchase Right and
First Refusal Right. Optionee shall have no right to transfer or assign any of
the rights and obligations of Optionee under the Option or this Agreement,
subject to Section 4 hereof in the case of a will or the laws of descent and
distribution.


                    b.
Subject to the foregoing, this Agreement shall inure to the benefit of and be
binding upon each of the parties hereto and the officers, directors, employees,
shareholders, owners, agents, representatives, parents, subsidiaries,
affiliates, successors and assigns of the Company, and the spouses,
representatives, executors, administrators, heirs, devisees, agents, successors
and assigns of Optionee.


          10.
Representations and Warranties.


                    a.
Optionee represents and warrants that he or she has read the Plan and this
Agreement and has had the opportunity to consult with his or her legal advisors
concerning the legal and tax effects of the Plan and this Agreement and the
Option.


                    b.
Each party represents and warrants that such party has the full right, power,
legal capacity and authority to enter into and execute this Agreement and to
discharge all of its obligations under the terms hereof, and that such party
does not have any outstanding obligation and is not a party to any outstanding
agreement which obligation or agreement is inconsistent with this Agreement.
This Agreement has been duly executed and delivered by said party, and
constitutes its valid and legally binding agreement and obligation and is
enforceable in accordance with its terms.


          11.
Miscellaneous.


                    a.
This Agreement together with the Plan sets forth the entire agreement of the
parties relating to the subject matter hereof, subject to the provisions of the
Plan; and the Plan and this Agreement shall supersede any prior discussions,
understandings and agreements concerning the grant of stock options or the
issuance of option stock between the parties, provided however that this
Agreement shall not supersede and shall be in addition to any separate fully
executed written stock option agreement between the parties pursuant to any
separate stock option grant by the Company. This Agreement may be amended by
further written agreement signed by each of the parties.


                    b.
This Agreement shall be construed in accordance with and governed by the laws
of the State of California without reference to the principles of conflicts of
law.


                    c.
Whenever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law. In the event
that any provision of this Agreement shall be held by the final judgment of a
court of competent jurisdiction to be invalid or unlawful or unenforceable,
then the remaining provisions of this Agreement shall remain in full force and
effect and shall be construed to give the fullest effect to the purpose of the
Plan and this Agreement and the intended qualification of the Plan and this Agreement
pursuant to Section 25102(o) of the California Corporations Code and the
regulations and rules thereunder (as amended or superseded).


                    d.
No remedy conferred by this Agreement or the Plan shall be exclusive of any
other remedy, and each and all such remedies shall be cumulative. The waiver of
any breach or violation of this Agreement in whole or in part shall not operate
as a waiver of any subsequent breaches or violations of the same or a different
kind. Any exercise or failure to exercise by a party of any rights or remedies
under this Agreement shall not operate as a waiver of the right of such party
to exercise the same or different rights or remedies in a subsequent event.






                    e.
Both parties agree to execute any additional documents or instruments necessary
or appropriate to fully effectuate out the purposes of this Agreement and which
are consistent with the Plan.


                    f.
Section headings in this Agreement are for the convenience of the parties and
are not part of the agreement of the parties and shall not be used in the
construction hereof. Whenever in this Agreement the context requires,
references to the plural shall include the singular and the singular the
plural, and each gender shall include all other genders. No provision in this
Agreement shall be interpreted or construed against any party because such
party or its counsel was the drafter thereof.


                    g.
THIS AGREEMENT AND THE TERMS AND CONDITIONS HEREOF ARE CONFIDENTIAL AND
OPTIONEE SHALL NOT DISCLOSE ANY OF THE TERMS OR CONDITIONS HEREOF TO ANY OTHER
EMPLOYEE OF THE COMPANY OR TO ANY OTHER PERSON FOR ANY PURPOSE, OTHER THAN
TO THE SPOUSE, LEGAL COUNSEL OR ACCOUNTING AND FINANCIAL ADVISORS OF OPTIONEE,
OR TO THE APPROPRIATE EMPLOYEES OR REPRESENTATIVES OF THE COMPANY AS NECESSARY
IN CONNECTION WITH THE ENFORCEMENT, MODIFICATION OR EXERCISE OF THIS AGREEMENT,
OR AS REQUIRED IN CONNECTION WITH LEGAL PROCEEDINGS IN WHICH OPTIONEE IS A
PARTY OR WITNESS.


          IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed and
delivered in duplicate on its behalf of its duly authorized officer, and
Optionee has also executed and delivered this Agreement in duplicate, all on
the date first above written.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 XLNT Veterinary Care, Inc.

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
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