Financial Statements

EXHIBIT 10.2

Pet DRx Corporation 2009 Non-Employee Director Compensation Program

The Board of Directors (the “Board”) of Pet DRx Corporation (the “Company”) adopted the Company’s 2009 Non-Employee Director Compensation Program (the “Director Program”) upon the recommendation of the Compensation Committee of the Board. Under the Director Program, the Company will compensate members of the Board who are not employees of the Company or its subsidiaries for their service on the Board and its committees as follows. Each non-employee director will receive a grant of an option to purchase 65,000 shares of Company common stock upon his or her appointment to the Board, which will generally vest on the one-year anniversary of the date of grant. On an annual basis, each non-employee director will receive a grant of an option to purchase 24,000 shares of Company common stock, which will be vested upon grant. Additionally, on an annual basis, the Chairs of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee will each receive an option to purchase 15,000 shares. These options will be vested upon grant. All options granted will have a term of ten years, subject to earlier termination upon a director’s termination of service with the Company. Non-employee directors will also be entitled to be reimbursed for expenses incurred in connection with Board and committee meetings. No other compensation will be paid or provided to the Company’s non-employee directors.