FIRST AMENDMENT TO THE 2007 PET DRX CORPORATION STOCK INCENTIVE PLAN

FIRST AMENDMENT TO THE 2007 PET DRX CORPORATION
STOCK INCENTIVE PLAN

RECITALS :

     WHEREAS, Pet DRx Corporation (the “Company”) established the 2007 Pet DRx Corporation Stock Incentive Plan (the “Plan”) effective January 4, 2008, in order to provide the Company with flexibility to grant equity-based compensation to certain officers, employees, directors and consultants for the purpose of giving them a proprietary interest in the Company and providing the Company with a means to attract and retain key personnel;

     WHEREAS, Section 5.9 of the Plan provides that the board of directors of the Company may amend the Plan at any time, subject to the approval of the Company’s stockholders where necessary;

     WHEREAS, the board of directors of the Company has authorized the amendment of the Plan to increase the number of shares of the Company’s stock that are available for purchase under the Plan by 2,500,000 sha