Exhibit 10.5
 INCENTIVE STOCK OPTION AWARD
PURSUANT TO THE 2007 PET DRx CORPORATION
STOCK INCENTIVE PLAN
 
 A.
    
    Grant Date: .B.
    
    Type of Option: Incentive Stock Option.C.
    
    Plan (under which Option is granted): 2007 Pet DRx Corporation Stock Incentive Plan.D.
    
    Option Shares:             shares of the Companys common stock (the Common Stock),
subject to adjustment as provided in the attached Terms and Conditions.E.
    
    Exercise Price: $ per share, subject to adjustment as provided in the attached Terms
and Conditions. The Exercise Price not less than 100% of the Fair Market Value of a share of
Common Stock on the Grant Date.F.
    
    Option Period: The Option may be exercised only during the Option Period which commences on
the Grant Date and ends on the earliest of:
 (i)
    
    the tenth (10th) anniversary of the Grant Date;(ii)
    
    three (3) months following the date the Optionee ceases to be an employee,
director, or contractor of the Company and all Affiliates (as defined in the Plan) for
any reason other than death, Disability (defined in the Plan) or termination by the
Company or any Affiliate with Cause; or(iii)
    
    twelve (12) months following the date the Optionee ceases to be an employee,
director, or contractor of the Company and all Affiliates due to death or Disability.
 Notwithstanding the foregoing, the Option shall cease to be exercisable upon the earliest of:
 (i)
    
    the date the Optionee ceases to be an employee, director, or contractor of the
Company or an Affiliate due to termination of employment by the Company or any Affiliate
with Cause; or(ii)
    
    the date the Optionee violates any non-solicitation or non-compete agreement with
the Company or an Affiliate.
 The Option may only be exercised as to the vested Option Shares determined pursuant to the
Vesting Schedule. Note that other restrictions to exercising the Option, as described in the
attached Terms and Conditions and the Plan, may apply.G.
    
    Vesting Schedule: The Option shall become vested in accordance with the vesting schedule
attached hereto as Schedule 1. Any portion of the Option which is not vested at the time of
Optionees termination of employment or services with the Company shall be forfeited to the
Company with no consideration due to the Optionee.




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OPTIONEE
    
    
    
    PET DRx CORPORATIONBy:Name:Title:
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TERMS AND CONDITIONS TO THE
INCENTIVE STOCK OPTION AWARD
PURSUANT TO THE
2007 PET DRx CORPORATION STOCK INCENTIVE PLAN
 Exercise of Option
 multiplied by
    Withholding
 Rights as Shareholder
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Restriction on Transfer of Option and Option Shares
 Changes in Capitalization
    Special Limitations on Exercise
 Legend on Stock Certificates
 4




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Governing Laws
 Successors
 Notice
 Severability
 Entire Agreement
 Violation
 Headings
 Specific Performance
 No Right to Continued Service
 Incentive Stock Option Treatment
 Definitions
 Cause
 5




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Change in Control
 Good Reason
  6




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EXHIBIT 1
 NOTICE OF EXERCISE OF
STOCK OPTION TO PURCHASE
COMMON STOCK OF
PET DRx CORPORATION
 Name:Address:Date:
 
   
  o
    
    by delivery of cash or a certified check for $ for the full
purchase price payable to the order of the Company.o
    
    by delivery of a certified check for $ representing a portion of
the purchase price with the balance to consist of shares of Common Stock that I own and
that are represented by a stock certificate I will surrender to the Company with my
endorsement. If the number of shares of Common Stock represented by such stock
certificate exceeds the number to be applied against the purchase price, I understand
that a new stock certificate will be issued to me reflecting the excess number of
 shares.o
    
    by delivery of a stock certificate representing shares of Common Stock that I
own which I will surrender to the Company with my endorsement as payment of the
purchase price. If the number of shares of Common Stock represented by such
certificate exceed the number to be applied against the purchase price, I understand
that a new certificate will be issued to me reflecting the excess number of shares.o
    
    if permitted by the Committee at the time of exercise, by delivery of the
purchase price by , a broker, dealer or other creditor as defined by
Regulation T issued by the Board of Governors of the Federal Reserve System. I hereby
authorize the Company to issue a stock certificate in the number of shares indicated
above in the name of said broker,




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dealer or other creditor or its nominee pursuant to instructions received by the
Company and to deliver said stock certificate directly to that broker, dealer or
other creditor (or to such other party specified in the instructions received by the
Company from the broker, dealer or other creditor) upon receipt of the purchase
price.
    
  PET DRx CORPORATION
 By:Title:
 Number of Shares Exercised:Number of Shares Remaining:
    
    
    
    
    
    Date:




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EXHIBIT 2
 NOTICE OF WITHHOLDING ELECTION
UNDER THE
PET DRx CORPORATION
2007 STOCK INCENTIVE PLAN
 Name:Address:Date:
 
   (1)
    
    My correct name and social security number and my current address are set forth at the end of
this document.(2)
    
    I am (check one, whichever is applicable).
 o
    
    the original recipient of the Option.o
    
    the legal representative of the estate of the original recipient of the Option.o
    
    the legal guardian of the original recipient of the Option.
 (3)
    
    The Option to which this election relates was issued under the 2007 Pet DRx Corporation Stock
Incentive Plan (the Plan) in the name of  for the purchase of a
total of
 shares of Common Stock of the Company. This election relates to

shares of Common Stock issuable upon exercise of the Option, provided that the
numbers set forth above shall be deemed changed as appropriate to reflect the applicable Plan
provisions.(4)
    
    In connection with any exercise of the Option with respect to the Common Stock, I hereby
elect:
 o
    
    to have certain of the shares issuable pursuant to the exercise withheld by
the Company for the purpose of having the value of the shares applied to pay federal,
state, and local, if any, taxes arising from the exercise.o
    
    to tender shares held by me for the purpose of having the value of the
 shares applied to pay such taxes.
 The shares to be withheld or tendered, as applicable, shall have, as of the Tax Date
applicable to the exercise, a Fair Market Value equal to the minimum statutory tax
withholding requirement under federal, state, and local law in connection with the exercise.




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(5)
    
    This Withholding Election is made no later than the Tax Date and is otherwise timely made
pursuant to the Plan.(6)
    
    I understand that this Withholding Election may not be revised, amended or revoked by me.(7)
    
    The Plan has been made available to me by the Company. I have read and understand the Plan
and I have no reason to believe that any of the conditions to the making of this Withholding
Election have not been met.(8)
    
    Capitalized terms used in this Notice of Withholding Election without definition shall have
the meanings given to them in the Award or in the Plan.
 Dated:SignatureSocial Security Number
    
    
    
    Name (Printed)Street AddressCity, State, Zip Code