Exhibit 10.3
 EXECUTIVE EMPLOYMENT AGREEMENT
  R E C I T A L S
    1. Duties/Position
 2. Employment Term
 3. Executives Duties, Responsibilities, and Authority




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4. Compensation
 Base Salary
 Bonus Opportunity
 Benefits
 Vacation
 Expenses
 5. Termination
 
 2




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Termination by the Company With Cause
    
 3




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Termination by the Executive for Good Reason
         
 4




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Termination by the Company Without Cause
   
 5




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Exhibit A
 Termination By Reason of Death or Disability
    
 6




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Effect of Termination
   
 7




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Employment Status
 6. Confidentiality Exhibit B
 7. Non-Competition; Non-Solicitation
  
 8




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8. Executive Representations
  
 9




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9. Indemnification of the Executive
 10. Taxes
 11. Governing Law; Arbitration; Expenses
   
 10




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Executive must initial here:  Company representative must initial here:
 12. Miscellaneous
 Notices
 If to the Executive:
    
    Mr. Gene E. Burleson320 Argonne DriveAtlanta, Georgia 30305If to the Company:
    
    ATTN: Chairman of Compensation CommitteeBoard of DirectorsPet DRx Corporation215 Centerview DriveBuilding Three, Suite 360Brentwood, TN 37027Fax # (615) 346-5017With a Copy to:
    
    General CounselPet DRx Corporation215 Centerview DriveBuilding Three, Suite 360Brentwood, TN 37027Fax # (408) 521-2168
 
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Entire Agreement; Assignment
 Severability
 Survival
 Modification
 Authority
 Executed Counterparts
 
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Company:
    
    PET DRX CORPORATIONBy:
    
    /s/ Richard Johnston

Richard JohnstonChairman, Compensation CommitteeBoard of DirectorsExecutive:
    
    /s/ Gene E. BurlesonGene E. Burleson
 
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EXHIBIT A
SEPARATION AND RELEASE AGREEMENT
 Agreement  Company   Executive
 BACKGROUND
 Employment Agreement   Severance Benefits
 AGREEMENT
  1. Employment Termination .
 General Terms
 
 Termination Date
 
 Delivery
Date
 Satisfaction of Obligations
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No Other Payments or Benefits
 2. Payments and Benefits Following Executives Severance Date .
 General Conditions  Effective Date
 Taxes
 3. Cooperation .
 Transition
 Non-disparagement
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Cooperation as a Witness
 4. General Release of Claims by Executive .
 Release Claims
  Released Parties Released Parties
 No Lawsuits
 -3-




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Release of Age Claims et seq ADEA
 5.
    
    Consequences of Violating Executives Agreements or Breaching Executives Release.
  -4-




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6. Consequences of Breach by the Company
  7. Non-disparagement by the Company
 8. Miscellaneous Provisions .
 Binding Agreement
 Entire Agreement
 Amendment
 Assignment
 -5-




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Waiver
 Arbitration
 Governing Law
 Interpretation
 Blue Penciling
 Severability
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Counterparts
 9. Notice and Acknowledgement .
 
 PET DRX CORPORATIONDate:
    
    
    
    
    
    By:Title:ExecutiveDate:
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EXHIBIT B
CONFIDENTIALITY AGREEMENT
EMPLOYEE CONFIDENTIALITY AND ASSIGNMENT
OF CREATIVE WORKS AGREEMENT
  RECITALS
     -8-




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AGREEMENT
  Confidentiality Obligations
      Ownership of Confidential Information
 Disclosure of Creative Works
 Ownership of Creative Works
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Copyrights
   Other Proprietary Rights
 Effectuating Companys Rights
  -10-




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Notice to Employ
 Equitable Remedies
 Notice Regarding Compelled Disclosure
 Entire Agreement
 Severability
 -11-




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Effective Date
 Attorneys Fees
 Survival
 Governing Law
 [Remainder of page intentionally left blank]
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Company
    
    PET DRX CORPORATION,
a Delaware corporationBy:Richard JohnstonChairman, Compensation CommitteeBoard of DirectorsDated:EmployeeGene E. Burleson, in his individual capacityDated:
 [Signature Page to Employee Confidentiality and Assignment of Creative Works Agreement]