3. (a) Section 4(a) of the Employment Agreement is amended by deleting the lastsentence thereof.          (b) Section 4(b) of the Employment Agreement is amended by deleting the existinglanguage thereof and adding in lieu thereof the following:“If the Executive remains employed by the Company through November 30, 2008, the Companywill pay the Executive a cash lump sum bonus of $55,000 (the “Retention Bonus”).Additionally, Executive agrees that his option to purchase 44,000 shares of the commonstock of the Company at an exercise price of $6.50 per share granted to him on March 28,2008 is hereby forfeited as of the date hereof. Payment of the Retention Bonus iscontingent upon the Executive executing and returning to the Company the SeparationAgreement attached hereto as Exhibit A to this Amendment within five (5) daysfollowing his termination of employment, and not revoking the Separation Agreement withinseven (7) days after its execution.”     4. (a) Section 5(b) of the Employment Agreement is revised by deleting therefromParagraph (i), Paragraph (ii) and Paragraph (iv), and by deleting from Paragraph (iii) the words“and/or potential Annual Bonus opportunity of the Executive”.          (b) Section 5(c) of the Employment Agreement is deleted and replaced with thefollowing language:     “The Company may terminate the Employment Agreement and the Executive’s employmentwithout Cause at any time. In the event that the Executive’s employment is terminated bythe Company without Cause (other than due to the Executive’s death or Disability), theExecutive shall be entitled to:     (i) the Accrued Obligations, which shall be paid when such amounts would have beenpaid if the Executive had remained employed following such termination by the Companywithout Cause;     (ii) the Executive’s Annual Base Salary prorated from the termination date throughNovember 30, 2008, payable in accordance with the Company’s standard payroll practices,and the Retention Bonus payable in on November 30, 2008;     (iii) continuation of all of the health, dental, life and other benefits previouslyprovided to the Executive under the Company’s plans for the shorter of (i) the periodthrough November 30, 2008 and (ii) the period that the Executive is entitled tocontinuation of health coverage under the Consolidated Omnibus Budget Reconciliation Actof 1985 (“COBRA”); provided that the Executive must elect COBRA coverage to be entitledto this benefit, and provided further that:
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     (A) if any such plan is fully insured, then the Executive shall berequired to pay as each COBRA premium an amount equal to the allocableshare of the cost of coverage for similarly situated active employees ofthe Company under such plan; or     (B) if any such plan is not fully insured, the Executive shall berequired to pay the full COBRA premium and the Company will reimburse theExecutive for a portion of the COBRA premium charged to the Executive thatrepresents the Company’s allocable share of the cost of coverage forsimilarly situated active employees of the Company under such plan;provided, however, that as a condition of receiving the payments in paragraphs (ii) through (iv),the Executive must execute and return the Separation Agreement attached hereto as Exhibit Ato the Company within five (5) days following his termination of employment, and not return arevocation of the Separation Agreement for the Company’s receipt within seven (7) days after theExecutive executes the Separation Agreement.”     5. This Amendment shall supersede any contrary or inconsistent provisions of the EmploymentAgreement, notwithstanding that any such provisions of the Employment Agreement that may not bespecifically amended by this Amendment.     6. Except as specifically provided in this Amendment, the terms of the Agreement shall remainin full force and effect.     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and yearfirst above written.      PET DRX CORPORATION