Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with Gene E. Burleson's appointment as Chief Executive Officer of Pet DRx Corporation (the "Company") (as previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2008), the Compensation Committee of the Company's Board of Directors approved a compensation arrangement for Mr. Burleson on November 18, 2008, the terms of which will be set forth in an employment agreement entered into between the Company and Mr. Burleson with an effective date of November 18, 2008.

Under this employment agreement, Mr. Burleson will receive an annual base salary of $360,000 for serving as the Company's Chief Executive Officer and also will be eligible to receive a bonus for the year 2008 in an amount and based on criteria to be determined by the Compensation Committee of the Board. Mr. Burleson also received a grant of options to purchase 315,472 shares of the Company's common stock (the "Common Stock") on November 18, 2008. The stock options will have a term of ten years and will vest and become exercisable in three equal installments as follows: one-third on December 31, 2008, one-third on December 31, 2009 and one-third on December 31, 2009. The exercise price of such options is $1.00 per share, which is equal to the closing price of a share of Common Stock on the Nasdaq Capital Market on the date of grant.

In connection with Harry L. Zimmerman's appointment as Chief Financial Officer of the Company (as previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on October 17, 2008), the Compensation Committee of the Company's Board of Directors approved a compensation arrangement for Mr. Zimmerman on November 18, 2008, the terms of which will be set forth in an employment agreement entered into between the Company and Mr. Zimmerman with an effective date of November 18, 2008.

Under this employment agreement, Mr. Zimmerman will receive an annual base salary of $300,000 for serving as the Company's Chief Financial Officer and Chief of Business Development and also will be eligible to receive a bonus for the year 2008 in an amount and based on criteria to be determined by the Compensation Committee of the Board. Mr. Zimmerman also received a grant of options to purchase 250,000 shares of the Common Stock on November 18, 2008. The stock options will have a term of ten years and will vest and become exercisable in three equal installments as follows: one-third on December 31, 2008, one-third on December 31, 2009 and one-third on December 31, 2009. The exercise price of such options is $1.00 per share, which is equal to the closing price of a share of Common Stock on the Nasdaq Capital Market on the date of grant.

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