Policy on Reports of Questionable
Accounting or Auditing Practices
(as adopted on September 19, 2007)

Velcera, Inc. (the "Company") is committed to promptly and fairly addressing the reports or complaints of any employee concerning questionable accounting or auditing matters. Any employee of the Company may submit a good faith complaint regarding accounting or auditing matters to the management of the Company without fear of dismissal or retaliation of any kind. The Company is committed to achieving compliance with all applicable securities laws, accounting standards, accounting controls and audit practices. The Audit Committee of the Company's Board of Directors will oversee treatment of employee concerns in this area and is responsible for enforcing this policy.

In order to facilitate the reporting of employee complaints, the Company's Audit Committee has established the following procedures for (1) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters (collectively, "Accounting Matters"), and (2) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters
Scope of matters covered by these procedures

These procedures relate to employee complaints concerning any questionable accounting or auditing matters, including, without limitation, the following:

• Fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company;
  
• Fraud or deliberate error in the recording and maintaining of financial records of the Company;
  
• Deficiencies in or noncompliance with the Company's internal accounting controls;
  
• Misrepresentation or false statements to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company; or
  
• Deviation from full and fair reporting of the Company's financial condition.

Procedures for reporting complaints

• If you are comfortable talking to the person whom you believe is violating one of the Company's accounting or auditing controls or policies, you are encouraged to first raise your concern with that person.
  
• If you are unable to obtain a satisfactory resolution of your complaint after first discussing it with the person whom you believe has violated a Company policy, or if you are uncomfortable discussing the matter with your supervisor, you are encouraged to report concerns regarding Accounting Matters to the Chair of the Audit Committee of the Board of Directors.
  
• The Company uses an outside service to anonymously or confidentially gather complaints for the chair of the audit committee. You may forward your complaint(s) on a confidential or anonymous basis to the Chair of the Audit Committee through a hotline by dialing 1-866-494-3161. You will be prompted to enter the Company pin number 4060 and the system will record your confidential or anonymous voice message. The voice message will be converted to text and the text message will be delivered to the head of the audit committee.
  

Treatment of complaints

• Upon receipt of a complaint, the Chair of the Audit Committee will (i) determine whether the complaint actually pertains to Accounting Matters and (ii) acknowledge receipt of the complaint to the sender.
  
• Complaints relating to Accounting Matters will be reviewed under Audit Committee direction and oversight by the Chair of the Audit Committee or such other persons as the Audit Committee determines to be appropriate under the circumstances. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review and investigation.
  
• Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee.
  
• The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee making a complaint in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of complaints regarding Accounting Matters or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002.

Reporting of complaints and investigations

The Chair of the Audit Committee will maintain a log of all complaints, tracking their receipt, investigation and resolution and shall prepare a periodic summary report thereof for the Audit Committee.