NON-QUALIFIED STOCK OPTION AWARD
PURSUANT TO THE 2007 PET DRx CORPORATION
STOCK INCENTIVE PLAN
  A.
    
    Grant Date: ____________.B.
    
    Type of Option: Non-Qualified 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 is 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 serve as a director of
the Company (as defined in the Plan) for any reason other than death, Disability
(defined in the Plan) or(iii)
    
    twelve (12) months following the date the Optionee ceases to serve as a director
of the Company due to death or Disability.Notwithstanding the foregoing, the Option shall cease to be exercisable upon the date the
Optionee ceases to serve as a director of the Company due to his/her removal from the board of
directors of the Company for Cause (as defined in the attached Terms and Conditions and the
Plan).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
Optionee ceases service as a director 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:
    
    Gene E. BurlesonTitle:
    
    Chairman of the Board of Directors
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TERMS AND CONDITIONS TO THE
NON-QUALIFIED STOCK OPTION AWARD
PURSUANT TO THE
2007 PET DRx CORPORATION STOCK INCENTIVE PLAN
 Exercise of Option
 multiplied by
    Withholding
 Rights as Shareholder
 Restriction on Transfer of Option and Option Shares
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Changes in Capitalization
    Special Limitations on Exercise
 Legend on Stock Certificates
 Governing Laws
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Successors
 Notice
 Severability
 Entire Agreement
 Violation
 Headings
 Specific Performance
 No Right to Continued Service
 Definitions
 Cause
 Change in Control
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SCHEDULE 1
 VESTING SCHEDULE
OF THE NON-QUALIFIED STOCK OPTION AWARD
ISSUED PURSUANT TO THE
2007 PET DRx CORPORATION
STOCK INCENTIVE PLAN
 Vesting Schedule
 {A.
    
    The Option shall become vested in full on January 4, 2009; provided the Optionee continually
serves on the board of directors through such date.B.
    
    Notwithstanding the foregoing, the Option Shares shall become fully vested and exercisable
upon the effective date of a Change in Control. }1{A.
    
    The Option vests in full on date of grant.}2
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