EXHIBIT 24

                               POWER OF ATTORNEY


     KNOW  ALL  PERSONS  BY  THESE  PRESENTS,  that I, Richard O. Martin, hereby
constitute  and  appoint  George  Villasana  and Gregory Eisenhauer, and each of
them,  my  true  and  lawful  attorneys-in-fact  and  agents, with full power of
substitution  and resubstitution for me and in my name, place and stead, to sign
any reports on Form 3 (Initial Statement of Beneficial Ownership of Securities),
Form  4  (Statement  of  Changes  in  Beneficial  Ownership)  and Form 5 (Annual
Statement  of Beneficial Ownership of Securities) relating to transactions by me
in  Common  Shares or other securities of Pet DRx Corporation and all amendments
thereto,  and  to file the same, with the Securities and Exchange Commission and
the  appropriate  securities  exchange, granting unto said attorneys-in-fact and
agents,  and  each of them, or their substitutes, full power and authority to do
and  perform  each  and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as I might or could
do  in  person,  hereby ratifying and confirming all that said attorneys-in-fact
and  agents, and each of them, or their substitutes, may lawfully do or cause to
be  done by virtue hereof.  This Power of Attorney shall be effective until such
time  as  I  deliver  a  written  revocation  thereof  to  the  above-named
attorneys-in-fact  and  agents.




Dated:  March  18,  2008                    /s/  Richard  O.  Martin
                                            ------------------------
                                            Richard  O.  Martin