10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2005
	or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-16783

VCA Antech, Inc.

(Exact name of registrant as specified in its charter)

Delaware	95-4097995
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
12401 West Olympic Boulevard, Los Angeles, California	90064-1022
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code:

(310) 571-6500

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common stock, $0.001 par value

      Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes þ          No o.

      Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes o          No þ.

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o.

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     þ

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ                    Accelerated filer o                    Non-accelerated filer o

      Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes o          No þ.

      The aggregate market value of voting stock held by non-affiliates as of June 30, 2005, was approximately $1.9 billion. For purposes of this computation, it is assumed that the shares beneficially held by directors and officers of the registrant would be deemed to be stock held by affiliates. Non-affiliated common stock outstanding at June 30, 2005 was 79,283,366 shares.

      Total common stock outstanding at February 28, 2006 was 82,791,391 shares.

DOCUMENTS INCORPORATED BY REFERENCE

      Parts of the Proxy Statement for the 2006 Annual Meeting of Stockholders are incorporated by reference into Items 10, 11, 12, 13 and 14 hereof.

VCA ANTECH, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business		1
Item 1A.	Risk Factors		11
Item 1B.	Unresolved Staff Comments		16
Item 2.	Properties		16
Item 3.	Legal Proceedings		16
Item 4.	Submission of Matters to a Vote of Security Holders		16
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		17
Item 6.	Selected Financial Data		18
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		37
Item 8.	Financial Statements and Supplementary Data		38
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		80
Item 9A.	Controls and Procedures		80
Item 9B.	Other Information		81
PART III
Item 10.	Directors and Executive Officers of the Registrant		81
Item 11.	Executive Compensation		81
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		81
Item 13.	Certain Relationships and Related Transactions		81
Item 14.	Principal Accountant Fees and Services		81
PART IV
Item 15.	Exhibits and Financial Statement Schedules		82
	Signatures		85
EX-10.21
EX-21.1
EX-23.1
EX-31.1
EX-31.2
EX-32.1

Forward-Looking Statements

      This annual report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties, as well as assumptions that, if they materialize or prove incorrect, could cause our results and the results of our consolidated subsidiaries to differ materially from those expressed or implied by these forward-looking statements. We generally identify forward-looking statements in this report using words like “believe,” “intend,” “expect,” “estimate,” “may,” “plan,” “should plan,” “project,” “contemplate,” “anticipate,” “predict,” “potential,” “continue,” or similar expressions. You may find some of these statements below and elsewhere in this report. These forward-looking statements are not historical facts and are inherently uncertain and outside of our control. Any or all of our forward-looking statements in this report may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Many factors mentioned in our discussion in this report will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially. Factors that may cause our plans, expectations, future financial condition and results to change include those items discussed in Risk Factors in Item 1A of this annual report.

PART I

ITEM 1. BUSINESS

General

      We are a leading animal healthcare services company operating in the United States. We provide veterinary services and diagnostic testing to support veterinary care and we sell diagnostic imaging equipment and other medical technology products and related services.

      Our network of veterinary diagnostic laboratories provides sophisticated testing and consulting services used by veterinarians in the detection, diagnosis, evaluation, monitoring, treatment and prevention of diseases and other conditions affecting animals. Our network of veterinary diagnostic laboratories, consisting of 31 laboratories at December 31, 2005, serves all 50 states and provides diagnostic testing for an estimated 15,000 clients, which includes standard animal hospitals, large animal practices, universities and other government organizations. Our animal hospitals offer a full range of general medical and surgical services for companion animals, as well as specialized treatments including advanced diagnostic services, internal medicine, oncology, ophthalmology, dermatology and cardiology. In addition, we provide pharmaceutical products and perform a variety of pet wellness programs including health examinations, diagnostic testing, routine vaccinations, spaying, neutering and dental care. Our network of animal hospitals, consisting of 367 at December 31, 2005, is supported by more than 1,200 veterinarians and had over 4.9 million patient visits in 2005. Our medical technology business sells ultrasound and digital radiography imaging equipment, provides education and training on the use of that equipment, and provides consulting and mobile imaging services.

      We were formed in 1986 as a Delaware corporation. Our principal executive offices are located at 12401 West Olympic Boulevard, Los Angeles, California. We may be contacted at (310) 571-6500.

Industry Overview

      According to American Pet Products Manufacturers Association, Inc., or APPMA, the United States population of companion animals in 2004 reached approximately 210 million, including about 164 million dogs and cats. APPMA estimates that over $18 billion was spent in the United States on pets in 2004 for veterinary care, supplies, medicine and boarding and grooming. The APPMA National Pet Owners’ Survey indicated that the ownership of pets is widespread and growing with over 69 million, or 63%, of U.S. households owning at least one pet, including companion and other animals. Specifically, 43 million households owned at least one dog and 38 million households owned at least one cat.

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      We believe that among the expanding number of pet owners is a growing awareness of pet health and wellness, including the benefits of preventive care and specialized services. As technology continues to migrate from the human healthcare sector into the practice of veterinary medicine, more sophisticated treatments, diagnostic tests and equipment are becoming available to treat companion animals. These new and increasingly complex procedures, diagnostic tests, including laboratory testing and advanced imaging, and pharmaceuticals are gaining wider acceptance as pet owners are exposed to these previously unconsidered treatment programs through their exposure with this technology in human healthcare, and through literature and marketing programs sponsored by large pharmaceutical and pet nutrition companies.

      Even as treatments available in veterinary medicine become more complex, prices for veterinary services typically remain a low percentage of a pet-owner’s income, facilitating payment at the time of service. Unlike the human healthcare industry, providers of veterinary services are not dependent on third-party payers in order to collect fees. As such, providers of veterinary services typically do not have the problems of extended payment collection cycles or pricing pressures from third-party payers faced by human healthcare providers. Outsourced laboratory testing is a wholesale business that collects payments directly from animal hospitals, generally on terms requiring payment within 30 days of the date the charge is invoiced. Fees for animal hospital services are due at the time of service. For example, in 2005 over 95% of our animal hospital services were paid for in cash or by credit card at the time of service. In addition, over the past three fiscal years our bad debt expense has averaged only 1% of total revenue.

      The practice of veterinary medicine is subject to seasonal fluctuation. In particular, demand for veterinary services is significantly higher during the warmer months because pets spend a greater amount of time outdoors, where they are more likely to be injured and are more susceptible to disease and parasites. In addition, use of veterinary services may be affected by levels of infestation of fleas, heartworm and ticks and the number of daylight hours.

Diagnostic Laboratory Industry

      Veterinarians use laboratory tests to treat animals by diagnosing and monitoring illnesses and conditions through the detection of substances in urine, tissue, fecal and blood samples and other specimens. As is the case with the physician treating a human patient, laboratory diagnostic testing is becoming a routine diagnostic tool used by the veterinarian.

      Veterinary laboratory tests are performed primarily at veterinary diagnostic laboratories, universities or animal hospitals using on-site diagnostic equipment. For particular types of tests, on-site diagnostic equipment can provide more timely results than outside laboratories, but this in-house testing requires the animal hospital or veterinarian to purchase or lease the equipment, maintain and calibrate the equipment periodically to avoid testing errors, and employ trained personnel to operate it. Conversely, veterinary diagnostic laboratories can provide a wider range of tests than generally are available on-site at most animal hospitals and do not require any up-front investment on the part of the animal hospital or veterinarian. Also, leading veterinary diagnostic laboratories employ highly trained individuals who specialize in the detection and diagnosis of diseases and thus are a valuable resource for the veterinarian.

      Our laboratories offer a broad spectrum of standard and customized tests to the veterinary market, convenient sample pick-up times, rapid test reporting and access to professional consulting services provided by trained specialists. Providing the customer with this level of service at competitive prices requires high throughput volumes due to the operating leverage associated with the laboratory business. As a result, larger laboratories are likely to have a competitive advantage relative to smaller laboratories.

      We believe that the outsourced laboratory testing market is among the faster growing segments of the animal healthcare services industry as a result of:

•  the increased focus on wellness, early detection and monitoring programs in veterinary medicine, which is increasing the overall number of tests being performed;

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•  the emphasis in veterinary education on diagnostic tests and the trend toward specialization in veterinary medicine, which are causing veterinarians to increasingly rely on tests for more accurate diagnoses; and

•  the continued technological developments in veterinary medicine, which are increasing the breadth of tests offered.

Animal Hospital Industry

      Animal healthcare services are provided predominately by the veterinarian practicing as a sole practitioner, or as part of a larger group practice or hospital. Veterinarians diagnose and treat animal illnesses and injuries, perform surgeries, provide routine medical exams and prescribe medication. Some veterinarians specialize by type of medicine, such as orthopedics, dentistry, ophthalmology or dermatology. Others focus on a particular type of animal. The principal factors in a pet owner’s decision as to which veterinarian to use include convenient location and hours, recommendation of friends, reasonable fees and quality of care.

      According to the American Veterinary Medical Association, the U.S. market for veterinary services is highly fragmented with more than 44,000 veterinarians practicing at over 22,000 companion animal hospitals at the end of 2005. Although most animal hospitals are single-site, sole-practitioner facilities, we believe veterinarians are gravitating toward larger, multi-doctor animal hospitals that provide state-of-the-art facilities, treatments, methods and pharmaceuticals to enhance the services they can provide their clients.

      Well-capitalized animal hospital operators have the opportunity to supplement their internal growth with selective acquisitions. We believe the extremely fragmented animal hospital industry is consolidating due to:

•  the purchasing, marketing and administrative cost advantages that can be realized by a large, multiple location, multi-doctor veterinary provider;

•  the cost of financing equipment purchases and upgrading technology necessary for a successful practice;

•  the desire of veterinarians to focus on practicing veterinary medicine, rather than spending large portions of their time performing the administrative tasks necessary to operate an animal hospital;

•  the choice of some owners of animal hospitals to diversify their investment portfolio by selling all or a portion of their investment in the animal hospital; and

•  the appeal to many veterinarians of the benefits and work scheduling flexibility that is not typically available to a sole practitioner or single-site provider.

Medical Technology Industry

      Veterinarians use ultrasound and radiography imaging equipment to capture and view anatomical images to aid in the diagnosis and treatment of a broad range of diseases and injuries in animals. Ultrasound imaging equipment utilizes high frequency sound waves and echoes to display a two-dimensional image of the tissue being examined. Digital radiography utilizes high frequency electromagnetic waves to capture X-ray images that are then digitized and stored in digital format. Veterinarians can display images created by ultrasound and digital radiography equipment on computer monitors, manipulate the images, store them electronically and transmit in digital format over the Internet with additional computer hardware and software.

      We believe that the use of ultrasound and digital radiography imaging equipment provides advantages to veterinarians when compared to other imaging equipment for the following reasons:

•  the ability to see greater detail and manipulate images, which assists in the diagnosis of illnesses and injuries and improves the quality of care;

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•  the ability to transmit images over the Internet to facilitate consultation with a specialist;

•  improved efficiencies, including the ability to easily store and retrieve images electronically; and

•  the reduction of costs associated with the purchasing, processing, storing, filing and retrieving of conventional film used by traditional imaging equipment.

Business Strategy

      Our business strategy is to continue expanding our market leadership in animal healthcare services through our diagnostic laboratory, animal hospital and medical technology segments. Key elements to our strategy include:

•  Capitalizing on our Leading Market Position to Generate Revenue Growth. Our leading market position in the veterinary laboratory and animal hospital markets positions us to capitalize on favorable growth trends in the animal healthcare services industry. In our laboratories, we seek to generate revenue growth by taking advantage of the growing number of outsourced diagnostic tests and by increasing our market share. We continually educate veterinarians on new and existing technologies and tests available to diagnose medical conditions. Further, we leverage the knowledge of our specialists by providing veterinarians with extensive client support in utilizing and understanding these diagnostic tests. In our animal hospitals, we seek to generate revenue growth by capitalizing on the growing emphasis on pet health and wellness. Our medical technology segment seeks to leverage off our strengths in the broader veterinary markets by introducing technologies, products and services to the veterinary market. We seek to generate revenue growth by increasing our market share and educating veterinarians on new and existing technologies.

•  Leveraging Established Infrastructure to Improve Margins. We intend to leverage our established laboratory and animal hospital infrastructure to continue to increase our operating margins. Due to our established networks and the fixed cost nature of our business model, we are able to realize high margins on incremental revenue from laboratory and animal hospital customers. For example, given that our nationwide transportation network servicing our laboratory customers is a relatively fixed cost, we are able to achieve significantly higher margins on most incremental tests ordered by the same customer when picked up by our couriers at the same time.

•  Utilizing Enterprise-Wide Information Systems to Improve Operating Efficiencies. Our laboratory and animal hospital operations utilize enterprise-wide management information systems. We believe that these common systems enable us to more effectively manage the key operating metrics that drive our business. With the aid of these systems, we seek to standardize pricing, expand the services our veterinarians provide, capture unbilled services and increase volume through targeted marketing programs.

•  Pursuing Selected Acquisitions. The fragmentation of the animal hospital industry provides us with significant expansion opportunities in our animal hospital segment. Depending upon the attractiveness of the candidates and the strategic fit with our existing operations, we intend to acquire approximately 20 to 25 independent animal hospitals per year with aggregate annual revenues of approximately $30.0 million to $35.0 million. In addition, we also evaluate the acquisition of animal hospital chains, laboratories or related businesses if favorable opportunities are presented. For example, we acquired Pet’s Choice, Inc., or Pet’s Choice, which operated 46 animal hospitals, on July 1, 2005. We intend primarily to use cash in our acquisitions but, depending on the timing and amount of our acquisitions, we may use stock or debt.

Diagnostic Laboratories

      We operate a full-service, veterinary diagnostic laboratory network serving all 50 states. Our laboratory network services a diverse customer base of 15,000 clients, and non-affiliated clients generated 92% of our laboratory revenue in 2005.

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Services

      Our diagnostic spectrum includes over 300 different tests in the area of chemistry, pathology, endocrinology, serology, hematology and microbiology, as well as tests specific to particular diseases. We do not conduct experiments on animals.

      Although modified to address the particular requirements of the species tested, the tests performed in our veterinary laboratories are similar to those performed in human clinical laboratories and utilize similar laboratory equipment and technologies. The growing concern for animal health, combined with the movement of veterinary medicine toward increasing specialization, should spur the migration of additional areas of human testing into the veterinary field. For example, we now provide cancer testing for household pets whereas several years ago these tests were not widely available.

      Given the recent advancements in veterinary medical technology and the increased breadth and depth of knowledge required for the practice of veterinary medicine, many veterinarians solicit the knowledge and experience of our specialists to interpret test results, consult on the diagnosis of illnesses and suggest possible treatment alternatives. This resource includes veterinarians, chemists and other scientists with expertise in pathology, internal medicine, oncology, cardiology, dermatology, neurology and endocrinology. This depth of experience and expertise enables our specialists to suggest additional testing or provide diagnostic advice that assists the veterinarian in developing an appropriate treatment plan.

      Together with our specialist support, we believe the quality of our service further distinguishes our laboratory services as a premiere service provider. We maintain quality assurance programs to ensure that specimens are collected and transported properly, that tests are performed accurately and that client, patient and test information is reported and billed correctly. Our quality assurance programs include quality control testing of specimens of known concentration or reactivity to ensure accuracy and precision, routine checks and preventive maintenance of laboratory testing equipment, and personnel standards ensuring that only qualified personnel perform testing. In addition, we participate in an independent outside quality assurance certification program. As a result, we believe that our accuracy rate is over 99%.

Laboratory Network

      We operate 31 veterinary diagnostic laboratories. Our laboratory network includes:

•  primary hubs that are open 24 hours per day and offer a full testing menu;

•  secondary laboratories that service large metropolitan areas, are open 24 hours per day and offer a wide testing menu; and

•  STAT laboratories that service other locations with demand sufficient to warrant nearby laboratory facilities and are open primarily during daytime hours.

      We connect our laboratories to our customers with what we believe is the industry’s largest transportation network, which picks up requisitions daily through an extensive network of drivers and independent couriers. In 2005, we derived 72% of our laboratory revenue from major metropolitan areas, where we offer twice-a-day pick-up service and same-day results. In addition, in these areas we generally offer to report results within three hours of pick-up. Outside of these areas, we typically provide test results to veterinarians before 8:00 a.m. the day following pick-up.

      Veterinarian customers located outside the areas covered by our transportation network are serviced using our Test Express service. Users of the Test Express service send patient specimens by Federal Express to our laboratory just outside of Memphis, Tennessee, which permits speedy and cost-efficient testing because of the proximity to Federal Express’ primary sorting facility.

Sales, Marketing and Client Service

      Our full-time sales and field service representatives market laboratory services and maintain relationships with existing customers. The sales force is commission-based and organized along geographic

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regions. We support our sales efforts by strengthening our industry-leading team of specialists, developing marketing literature, attending trade shows, participating in trade associations and providing educational services to veterinarians. Our client service representatives respond to customer inquiries, provide test results and, when appropriate, introduce the customer to other services offered by the laboratory.

Animal Hospitals

      At December 31, 2005, we operated 367 animal hospitals in 37 states that were supported by over 1,200 veterinarians. Our nationwide network of freestanding, full-service animal hospitals has facilities located in the following states:

California	72
Texas*	42
Washington*	31
New York*	23
Florida	21
Illinois	16
Arizona	14
Pennsylvania	11
Michigan	10
Colorado	10
New Jersey*	10
Indiana	10
Maryland	8
Ohio*	8
Virginia	8
Massachusetts	7
Oklahoma	7
Oregon*	6
Nevada	6
North Carolina*	6
Alaska	5
New Mexico	5
Minnesota*	5
Delaware	4
Connecticut	3
Hawaii	3
Nebraska*	3
Georgia	2
Missouri	2
Wisconsin	2
Alabama*	1
Louisiana*	1
New Hampshire*	1
South Carolina	1
Utah	1
Vermont	1
West Virginia*	1

*  States with laws that prohibit corporations from providing veterinary medical care. In these states we provide administrative and support services to veterinary medical groups pursuant to management agreements.

      We seek to provide quality care in clean, attractive facilities that are generally open between 10 and 15 hours per day, six to seven days per week. Our typical animal hospital:

•  is located in a 4,000 to 6,000 square foot, freestanding facility in an attractive location;

•  has annual revenue between $1.0 million and $2.0 million;

•  is supported by three to five veterinarians; and

•  has an operating history of over ten years.

      In addition to general medical and surgical services, we offer specialized treatments for companion animals, including advanced diagnostic services, internal medicine, oncology, ophthalmology, dermatology and cardiology. We also provide pharmaceutical products for use in the delivery of treatments by our veterinarians and pet owners. Many of our animal hospitals offer additional services, including grooming, bathing and boarding. We also sell specialty pet products at our hospitals, including pet food, vitamins, therapeutic shampoos and conditioners, flea collars and sprays, and other accessory products.

      As part of the growth strategy of our animal hospital business, we intend to continue our selective acquisition strategy by identifying high-quality practices that may have value to be unlocked through the services and scale we can provide. Our typical candidate mirrors the profile of our existing hospital base.

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Acquisitions will be used to both expand existing markets and enter new geographical areas. We intend primarily to use cash in our acquisitions, but we may use debt or stock to the extent we deem appropriate.

Personnel

      Our animal hospitals generally employ a staff of between 10 and 30 full-time-equivalent employees, depending upon the facility’s size and customer base. The staff includes administrative and technical support personnel, three to five veterinarians, a hospital manager who supervises the day-to-day activities of the facility, and a small office staff. We employ a relatively small corporate staff to provide centralized administrative services to all of our animal hospitals.

      We actively recruit qualified veterinarians and technicians and are committed to supporting continuing education for our professional staff. We operate post-graduate teaching programs for veterinarians at 12 of our facilities, which train approximately 75 veterinarians each year. We believe that these programs enhance our reputation in the veterinary profession and further our ability to continue to recruit the most talented veterinarians.

      We seek to establish an environment that supports the veterinarian in the delivery of quality medicine and fosters professional growth through increased patient flow and a diverse case mix, continuing education, state-of-the-art equipment and access to specialists. We believe our hospitals offer attractive employment opportunities to veterinarians because of this professional environment, competitive compensation programs, management opportunities, employee benefits not generally available to a sole practitioner, scheduling flexibility to accommodate personal lifestyles and the ability to relocate to different regions of the country.

      We have established a Medical Advisory Board to support our operations. The Medical Advisory Board’s function, under the direction of our Chief Medical Officer, is to recommend medical standards for our network of animal hospitals. The committee is comprised of leading veterinarians representing both the different geographic regions in which we operate and the medical specialties practiced by our veterinarians. Currently, four members of our Medical Advisory Board are faculty members at leading veterinary colleges in the United States. These members serve as medical consultants to us. Additionally, our regional medical directors, a group of highly experienced clinicians, are also closely involved in the development and implementation of our medical programs.

Marketing

      Our marketing efforts are primarily directed toward our existing clients through customer education efforts. We inform and educate our clients about pet wellness and quality care through mailings of Healthy Pet Magazine, a magazine focused on pet care and wellness. We also market through targeted demographic mailings regarding specific pet health issues and collateral health material available at each animal hospital. With these internal marketing programs, we seek to leverage our existing customer base by increasing the number and intensity of the services used during each visit. Further, reminder notices are used to increase awareness of the advantages of regular, comprehensive veterinary medical care, including preventive care such as vaccinations, dental screening and geriatric care.

      We also enter into referral arrangements with local pet shops and humane societies to increase our client base. In addition, we seek to obtain referrals from veterinarians by promoting our specialized diagnostic and treatment capabilities to veterinarians and veterinary practices that cannot offer their clients these services.

Ownership Limitations

      Certain states prohibit business corporations from providing, or holding themselves out as providers of, veterinary medical care. In these states, we provide administrative and support services to veterinary medical groups pursuant to management agreements. The veterinary medical groups are each solely responsible for all aspects of the practice of veterinary medicine. In return for our services, the veterinary

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medical group pays us a management fee. At December 31, 2005, we operated 138 animal hospitals in 13 states with these types of ownership restrictions.

      We provide our management services pursuant to long-term management agreements with the veterinary medical groups. Pursuant to the management agreements, the veterinary medical groups are each solely responsible for all aspects of the practice of veterinary medicine. We are responsible for the management of the facility and provide other administrative services.

Medical Technology

      Through our wholly-owned subsidiary, Sound Technologies, Inc., or STI, we sell ultrasound and digital radiography imaging equipment and related computer hardware, software and services, including consulting services, to the veterinary market. Our ultrasound and digital radiography imaging equipment are used by veterinarians to capture and view anatomical images to aid in the diagnosis and treatment of a broad range of diseases and injuries in animals. In addition, we provide training and services in support of the imaging equipment we sell. We also have developed and license VetPACS, our proprietary software package that aids in the archival and communication of digital images, image manipulation, networking, case reporting and image and case transmission over the Internet. In addition, we have mobile imaging units that provide mobile diagnostic ultrasound imaging services to veterinarians who do not own their own ultrasound imaging equipment.

      Our medical technology products and services include the following:

•  ultrasound imaging equipment;

•  digital radiography imaging equipment;

•  VetPACS and TruDR, our proprietary software; and

•  other services, including mobile imaging and consulting.

Ultrasound Imaging Equipment

      We sell ultrasound imaging equipment manufactured by General Electric pursuant to an agreement entered into in July 2001. Our product line includes a hand-held ultrasound unit and three stand-alone models. Pursuant to the terms of the agreement with General Electric, we have exclusive rights to sell General Electric ultrasound imaging equipment to the veterinary community in North America.

Digital Radiography Equipment

      We sell digital radiography equipment, which is comprised of a network of various components that we acquire from third-party manufacturers and developers. A key component is the amorphous silicon flat-panel X-ray detector, which we acquire from Varian Medical Systems pursuant to a distribution agreement entered into in July 2003. Under our agreement with Varian Medical Systems, we have exclusive rights to sell Varian amorphous silicon flat-panel X-ray detectors to the veterinary community in North America.

Proprietary Software

      We license our proprietary software, VetPACS and TruDR. VetPACS enables the archival and communication of digital images, image manipulation, networking, case reporting and image and case transmission over the Internet. Our ultrasound imaging equipment is functional without VetPACS, however, without VetPACS, or similar software, there is no digital capability, such as electronic storage or transmission. TruDR allows for the capture of digital X-ray images and transmits those images to a computer containing VetPACS. TruDR, or similar software, is a required component for our digital radiography equipment to function. TruDR is not applicable to ultrasound imaging equipment sales.

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Other Services

      We also provide mobile imaging, consulting, education and training services to our customers.

Sales and Marketing

      Our sales agents market and sell our products and services to veterinary hospitals and universities. Our sales agents receive a base salary and commissions based on sales. We market our products and services through direct mail, advertisements in trade magazines, trade shows and direct sales calls on our intended customers.

Warranty Obligations

      We distribute equipment, computer hardware and software manufactured by third party suppliers, which are covered by warranties provided by the manufacturer that transfer to our customers upon purchase. We do not provide any additional warranty. However, we provide warranty coordination support whereby we will assist our customers with the resolution of problems with ultrasound and digital radiography imaging equipment that we sold to them and all related equipment, computer hardware and software. We provide a warranty on our VetPacs and TruDR proprietary software.

Systems

Laboratory

      We maintain a nationwide management information system to support our veterinary laboratories. All of our financial, customer records and laboratory results are stored in computer databases. Laboratory technicians and specialists are able to electronically access test results from remote testing sites. Our software gathers data in a data warehouse enabling us to provide expedient faxing of diagnostic laboratory results to our clients. In 2003, we completed the development of software that facilitates the delivery of laboratory results to an Internet website, which we refer to as our on-line resulting system, for access by our clients.

Animal Hospital

      Our animal hospital operations utilize an enterprise-wide management information network. A majority of our animal hospitals utilize consistent patient accounting/point-of-sale software and we are able to track performance of hospitals on a per-service, per-veterinarian basis. This system allows us to track performance data on a per-client basis. We integrate acquired hospitals on to our management information network following acquisition when the efficiencies to be obtained are deemed affordable in light of the cost to be incurred.

Competition

      The companion animal healthcare services industry is highly competitive and subject to continual change in the manner in which services are delivered and providers are selected. We believe that the primary factors influencing a customer’s selection of an animal hospital are convenient location and hours, recommendation of friends, reasonable fees and quality of care. Our primary competitors for our animal hospitals in most markets are individual practitioners or small, regional multi-clinic practices. In addition, some national companies in the pet care industry, including the operators of super-stores, are developing networks of animal hospitals in markets that include our animal hospitals.

      Among veterinary diagnostic laboratories, we believe that quality, price, specialist support and the time required to report results are the major competitive factors. There are many clinical laboratories that provide a broad range of diagnostic testing services in the same markets serviced by us. In addition to competing with dedicated veterinary laboratories, we face competition from several providers of on-site diagnostic equipment that allows veterinarians to perform their own laboratory tests.

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      The primary competitive factors in the medical imaging equipment industry are quality, technical capability, breadth of product line, distribution capabilities, price and the ability to provide quality service and support. There are many companies that manufacture and sell ultrasound and digital radiography equipment.

Government Regulation

      Certain states have laws that prohibit business corporations from providing, or holding themselves out as providers of, veterinary medical care. In these states we do not provide veterinary services or own veterinary practices. We provide management and other administrative services to veterinary practices located in these states. At December 31, 2005, we provided management services to 138 hospitals in 13 states under management agreements with the veterinary practices. In two of these states, we operated a mobile imaging service. Although we seek to structure our operations to comply with veterinary medicine laws of each state in which we operate, given the varying and uncertain interpretations of these laws, we may not be in compliance with restrictions on the corporate practice of veterinary medicine in all states. A determination that we are in violation of applicable restrictions on the practice of veterinary medicine in any state in which we operate could have a material adverse effect on us, particularly if we were unable to restructure our operations to comply with the requirements of that state.

      In addition, all of the states in which we operate impose various registration requirements. To fulfill these requirements, we have registered each of our facilities with appropriate governmental agencies and, where required, have appointed a licensed veterinarian to act on behalf of each facility. All veterinarians practicing in our clinics are required to maintain valid state licenses to practice.

      Acquisitions may be subject to pre-merger or post-merger review by governmental authorities for anti-trust and other legal compliance. Adverse regulatory action could negatively affect our operations through the assessment of fines or penalties against us or the possible requirement of divestiture of one or more of our operations.

Employees

      At December 31, 2005, we had 7,500 full-time-equivalent employees, including 1,290 licensed veterinarians. At that date, none of our employees were a party to a collective bargaining agreement with the exception of 13 employees whom we employ as courier dispatchers and facilities personnel in the State of New York. These employees are subject to a collective bargaining agreement expiring on July 10, 2007 with the Teamsters Local Union 813.

Website Availability of Our Reports Filed with the Securities and Exchange Commission

      We maintain a website with the address www.investor.vcaantech.com. We are not including the information contained on our website as a part of, or incorporating it by reference into, this annual report on Form 10-K. We make available free of charge through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after we electronically file that material with, or furnish that material to, the SEC.

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ITEM 1A.     RISK FACTORS

      Various sections of this annual report contain forward-looking statements, all of which are based on current expectations and could be affected by the uncertainties and risk factors described below and through this annual report. Our actual results may differ materially from these forward-looking statements.

If we are unable to effectively execute our growth strategy, we may not achieve our desired economies of scale and our margins and profitability may decline.

      Our success depends in part on our ability to build on our position as a leading animal healthcare services company through a balanced program of internal growth initiatives and selective acquisitions of established animal hospitals, laboratories and related businesses. If we cannot implement or effectively execute on this strategy, our results of operations will be adversely affected. Even if we effectively implement our growth strategy, we may not achieve the economies of scale that we have experienced in the past or that we anticipate having in the future. For example, the animal hospitals we recently acquired, including those from the acquisition of NPC in 2004 and Pet’s Choice in 2005, had lower gross profit margins than our same-store gross profit margins. In addition, our medical technology division, acquired in October 2004, operates at lower gross profit margins than the combined gross profit margins for our laboratory and animal hospital divisions. Our internal growth rate may decline and could become negative. Our laboratory internal revenue growth, adjusted for differences in billing days, has fluctuated between 9.8% and 14.1% for each fiscal year from 2001 through 2005. Our animal hospital same-store revenue growth, adjusted for differences in business days, has fluctuated between 3.6% and 6.6% over the same fiscal years. Our internal growth may continue to fluctuate and may be below our historical rates. Any reductions in the rate of our internal growth may cause our revenues and margins to decrease. Investors should not assume that our historical growth rates and margins are reliable indicators of results in future periods.

Demand for certain products and services have declined and may continue to decline.

      The frequency of visits to our animal hospitals is declining and may continue to decline. We believe that the frequency of visits is impacted by several trends in the industry. Demand for pet-related products, including medication prescriptions, traditionally sold at animal hospitals have become more widely available in retail stores and other channels of distribution, including the Internet. Client visits may also be negatively impacted as a result of preventative care and better pet nutrition. Demand for vaccinations will be impacted in the future as protocols for vaccinations change. Some professionals in the industry have recommended that vaccinations be given less frequently. Our veterinarians establish their own vaccine protocols. Some of our veterinarians have changed their protocols and others may change their protocols in light of recent and/or future literature. If demand for retail products, vaccinations or for our services generally decline, the frequency of visits may decline which may result in a reduction in revenue.

Due to the fixed cost nature of our business, fluctuations in our revenue could adversely affect our operating income.

      A substantial portion of our expenses, particularly rent and personnel costs, are fixed costs and are based in part on expectations of revenue. We may be unable to reduce spending in a timely manner to compensate for any significant fluctuations in our revenue. Accordingly, shortfalls in revenue may adversely affect our operating income.

Any failure in our information technology systems, disruption in our transportation network or failure to receive supplies could significantly increase testing turn-around time, reduce our production capacity and otherwise disrupt our operations.

      Our laboratory operations depend on the continued and uninterrupted performance of our information technology systems and transportation network, including overnight delivery services provided by Federal Express. Sustained system failures or interruption in our transportation network could disrupt our ability to

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process laboratory requisitions, perform testing, provide test results in a timely manner and/or bill the appropriate party. We could lose customers and revenue as a result of a system or transportation network failure. In addition, any change in government regulation related to transporting samples or specimens could also have an impact on our business.

      Our computer systems are vulnerable to damage or interruption from a variety of sources, including telecommunications failures, electricity brownouts or blackouts, malicious human acts and natural disasters. Moreover, despite network security measures, some of our servers are potentially vulnerable to physical or electrical break-ins, computer viruses and similar disruptive problems. Despite the precautions we have taken, unanticipated problems affecting our systems could cause interruptions in our information technology systems. Our insurance policies may not adequately compensate us for any losses that may occur due to any failures in our systems.

      In addition, over time we have significantly customized the computer systems in our laboratory business. We rely on a limited number of employees to upgrade and maintain these systems. If we were to lose the services of some or all of these employees, it may be time-consuming for new employees to become familiar with our systems, and we may experience disruptions in service during these periods.

      Our laboratory operations also depend, in some cases, on the ability of single source suppliers to deliver products on a timely basis. We have in the past experienced, and may in the future experience, shortages of or difficulties in acquiring supplies in the quantities and of the quality needed. Shortages in the availability of lab supplies, including patent protected reagents, for an extended period of time will disrupt our ability to provide test results in a timely manner.

Difficulties integrating new acquisitions may impose substantial costs and cause other problems for us.

      Our success depends on our ability to timely and cost-effectively acquire, and integrate into our business, additional animal hospitals and in some instances laboratories and related businesses. In 2005, we acquired 68 animal hospitals, including 46 in a single acquisition of Pet’s Choice. In 2004, we acquired 85 animal hospitals, including 67 in a single acquisition of NPC. In addition, in 2004 we acquired a medical technology company, which resulted in a new business segment for us. We expect to continue our animal hospital acquisition program and if presented with favorable opportunities, we may acquire animal hospital chains, laboratories or related businesses. Our expansion into new territories and new business segments create the risk that we will be unsuccessful in the integration of the acquired businesses that are new to our operations. Any difficulties in the integration process could result in increased expense, loss of customers and a decline in profitability. In some cases, we have experienced delays and increased costs in integrating acquired businesses, particularly where we acquire a large number of animal hospitals in a single region at or about the same time. We also could experience delays in converting the systems of acquired businesses into our systems, which could result in increased staff and payroll expense to collect our results as well as delays in reporting our results, both for a particular region and on a consolidated basis. Further, the legal and business environment prevalent in new territories and with respect to new businesses may pose risks that we do not anticipate and adversely impact our ability to integrate newly acquired operations. In addition, our field management may spend a greater amount of time integrating these new businesses and less time managing our existing businesses. During these periods, there may be less attention directed to marketing efforts or staffing issues, which could affect our revenue and expenses. For all of these reasons, our historical success in integrating acquired businesses is not a reliable indicator of our ability to do so in the future. If we are not successful in timely and cost-effectively integrating future acquisitions, it could result in decreased revenue, increased costs and lower margins.

      We continue to face risks in connection with our acquisitions including:

•  negative effects on our operating results;

•  impairments of goodwill and other intangible assets;

•  dependence on retention, hiring and training of key personnel, including specialists; and

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•  contingent and latent risks associated with the past operations of, and other unanticipated problems arising in, an acquired business.

      The process of integration may require a disproportionate amount of the time and attention of our management, which may distract management’s attention from its day-to-day responsibilities. In addition, any interruption or deterioration in service resulting from an acquisition may result in a customer’s decision to stop using us. For these reasons, we may not realize the anticipated benefits of an acquisition, either at all or in a timely manner. If that happens and we incur significant costs, it could have a material adverse impact on our business.

The significant competition in the companion animal healthcare services industry could cause us to reduce prices or lose market share.

      The companion animal healthcare services industry is highly competitive with few barriers to entry. To compete successfully, we may be required to reduce prices, increase our operating costs or take other measures that could have an adverse effect on our financial condition, results of operations, margins and cash flow. If we are unable to compete successfully, we may lose market share.

      There are many clinical laboratory companies that provide a broad range of laboratory testing services in the same markets we service. Our largest competitor for outsourced laboratory testing services is Idexx Laboratories, Inc., or Idexx. Idexx currently competes in the same markets in which we operate. In this regard, Idexx has recently acquired additional laboratories in the markets in which we operate and has announced plans to continue this expansion, and aggressively “bundles” their products and services to compete with us. Increased competition may lead to pressures on the revenues and margins of our laboratory operations. Also, Idexx and several other national companies provide on-site diagnostic equipment that allows veterinarians to perform their own laboratory tests.

      Our primary competitors for our animal hospitals in most markets are individual practitioners or small, regional, multi-clinic practices. Also, regional pet care companies and some national companies, including operators of super-stores, are developing multi-regional networks of animal hospitals in markets in which we operate. Historically, when a competing animal hospital opens in proximity to one of our hospitals, we have reduced prices, expanded our facility, retained additional qualified personnel, increased our marketing efforts or taken other actions designed to retain and expand our client base. As a result, our revenue may decline and our costs may increase.

      Our medical technology division is a relatively new entrant in the market for medical imaging equipment in the animal healthcare industry. Our primary competitors are companies that are much larger than us and have substantially greater capital, manufacturing, marketing and research and development resources than we do, including companies such as Siemens Medical Systems, Philips Medical Systems and Canon Medical Systems. The success of our medical technology division, in part, is due to its focus on the veterinary market, which allows it to differentiate its products and services to meet the unique needs of this market. If this market receives more focused attention from these larger competitors, we may find it difficult to compete and as a result our revenues and operating margins could decline. If we fail to compete successfully in this market, the demand for our products and services would decrease. Any reduction in demand could lead to fewer customer orders, reduced revenues, pricing pressures, reduced margins, reduced levels of profitability and loss of market share. These competitive pressures could adversely affect our business and operating results.

The carrying value of our goodwill could be subject to impairment write-down.

      At December 31, 2005, our consolidated balance sheet reflected $586.4 million of goodwill, which was a substantial portion of our total assets of $897.1 million at that date. We expect that the aggregate amount of goodwill on our consolidated balance sheet will increase as a result of future acquisitions. We continually evaluate whether events or circumstances have occurred that suggest that the fair market value of each of our reporting units is below their carrying values. The determination that the fair market value of one of our reporting units is less than its carrying value may result in an impairment write-down of the

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goodwill for that reporting unit. The impairment write-down would be reflected as expense and could have a material adverse effect on our results of operations during the period in which we recognize the expense. At December 31, 2005, we concluded that the fair value of our reporting units exceeded their carrying value and accordingly, as of that date, our goodwill was not impaired in our consolidated financial statements. However, in the future we may incur impairment charges related to the goodwill already recorded or arising out of future acquisitions.

We require a significant amount of cash to service our debt and expand our business as planned.

      We have, and will continue to have, a substantial amount of debt. Our substantial amount of debt requires us to dedicate a significant portion of our cash flow from operations to pay down our indebtedness and related interest, thereby reducing the funds available to use for working capital, capital expenditures, acquisitions and general corporate purposes.

      At December 31, 2005, our debt consisted of:

•  $436.6 million in principal amount outstanding under our senior term notes; and

•  $16.1 million in principal amount outstanding under capital leases and other debt.

      Our ability to make payments on our debt, and to fund acquisitions, will depend upon our ability to generate cash in the future. Insufficient cash flow could place us at risk of default under our debt agreements or could prevent us from expanding our business as planned. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Our business may not generate sufficient cash flow from operations, our strategy to increase operating efficiencies may not be realized and future borrowings may not be available to us under our senior credit facility in an amount sufficient to enable us to service our debt or to fund our other liquidity needs. In order to meet our debt obligations, we may need to refinance all or a portion of our debt. We may not be able to refinance any of our debt on commercially reasonable terms or at all.

Our failure to satisfy covenants in our debt instruments will cause a default under those instruments.

      In addition to imposing restrictions on our business and operations, our debt instruments include a number of covenants relating to financial ratios and tests. Our ability to comply with these covenants may be affected by events beyond our control, including prevailing economic, financial and industry conditions. The breach of any of these covenants would result in a default under these instruments. An event of default would permit our lenders and other debtholders to declare all amounts borrowed from them to be due and payable, together with accrued and unpaid interest. Moreover, these lenders and other debtholders would have the option to terminate any obligation to make further extensions of credit under these instruments. If we are unable to repay debt to our senior lenders, these lenders and other debtholders could proceed against our assets.

Our debt instruments may adversely affect our ability to run our business.

      Our substantial amount of debt, as well as the guarantees of our subsidiaries and the security interests in our assets and those of our subsidiaries, could impair our ability to operate our business effectively and may limit our ability to take advantage of business opportunities. For example, our senior credit facility may:

•  limit our ability to borrow additional funds or to obtain other financing in the future for working capital, capital expenditures, acquisitions, investments and general corporate purposes;

•  limit our ability to dispose of our assets, create liens on our assets or to extend credit;

•  make us more vulnerable to economic downturns and reduce our flexibility in responding to changing business and economic conditions;

•  limit our flexibility in planning for, or reacting to, changes in our business or industry;

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•  place us at a competitive disadvantage to our competitors with less debt; and

•  restrict our ability to pay dividends, repurchase or redeem our capital stock or debt, or merge or consolidate with another entity.

      The terms of our senior credit facility allow us, under specified conditions, to incur further indebtedness, which would heighten the foregoing risks. If compliance with our debt obligations materially hinders our ability to operate our business and adapt to changing industry conditions, we may lose market share, our revenue may decline and our operating results may suffer.

We face numerous risks associated with our acquisition of our medical technology division.

      In October 2004, we acquired STI, which we now operate as our medical technology division. This acquisition poses numerous risks, in addition to the risks discussed above related to difficulties integrating new acquisitions. STI sells medical imaging equipment and related software and services. At the time of the acquisition, our existing management had no experience in this industry and consequently may not be as effective in managing and overseeing these operations as in the case of business segments where they have significant operating experience. As advanced medical imaging equipment becomes more common in the veterinary industry and generates more significant aggregate revenues, the competition may increase, along with greater price and margin pressures, demands for research and development and market differentiation.

      Our medical technology division does not manufacture the principal products it distributes, and therefore its future business is dependent upon distribution agreements with the manufacturers of the equipment, the ability of those manufactures to produce desirable equipment and the overall rate of new development within the industry. If the distribution agreements terminate or are not renewed, if the manufacturers breach their covenants under these agreements, if the equipment manufactured by these manufacturers becomes less competitive or if there is a general decrease in the rate of new development within the industry, demand for our products and services would decrease. In addition, because the products represent a significant capital investment for our customers, an adverse change in the economy or the current tax law could also negatively impact the demand for our products and services. Any reduction in demand could lead to fewer customer orders, reduced revenues, pricing pressures, reduced margins, reduced levels of profitability and loss of market share.

Our use of a self-insurance program and a large-deductible insurance program to cover certain claims for losses suffered and costs or expenses incurred could negatively impact our business upon the occurrence of an uninsured and/or significant event.

      We have adopted a program of self-insurance with regard to certain risks such as earthquakes and other natural disasters. In addition, our other insurance programs including, but not limited to, hurricanes, floods, health benefits and workers’ compensation include large deductible provisions. We self-insure and use large-deductible insurance programs when the lack of availability and/or high cost of commercially available insurance products do not make the transfer of this risk a reasonable approach. In the event that the frequency of losses experienced by us increased unexpectedly, the aggregate of such losses could materially increase our liability and adversely affect our financial condition, liquidity, cash flows and results of operations. In addition, while the insurance market continues to limit the availability of certain insurance products while increasing the costs of such products, we will continue to evaluate the levels of claims we include in our self-insurance program and large-deductible insurance program. Any increases to these programs increase our risk of exposure and therefore increases the risk of a possible material adverse effect on our financial condition, liquidity, cash flows and results of operations. In addition, we have made certain judgments as to the limits on our existing insurance coverage that we believe are in line with industry standards, as well as in light of economic and availability considerations. Unforeseen catastrophic loss scenarios could prove our limits to be inadequate, and losses incurred in connection with the known claims we self-insure could be substantial. Either of these circumstances could materially adversely affect our financial and business condition.

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We may experience difficulties hiring skilled veterinarians due to shortages that could disrupt our business.

      As the pet population continues to grow, the need for skilled veterinarians continues to increase. If we are unable to retain an adequate number of skilled veterinarians, we may lose customers, our revenue may decline and we may need to sell or close animal hospitals. At December 31, 2005, there were 28 veterinary schools in the country accredited by the American Veterinary Medical Association. These schools graduate approximately 2,100 veterinarians per year. There is a shortage of skilled veterinarians in some regional markets in which we operate animal hospitals. During shortages in these regions, we may be unable to hire enough qualified veterinarians to adequately staff our animal hospitals, in which event we may lose market share and our revenues and profitability may decline.

If we fail to comply with governmental regulations applicable to our business, various governmental agencies may impose fines, institute litigation or preclude us from operating in certain states.

      The laws of many states prohibit business corporations from providing, or holding themselves out as providers of, veterinary medical care. At December 31, 2005, we operated 138 animal hospitals in 13 states with these laws, including 42 in Texas, 31 in Washington and 23 in New York. In addition, our mobile imaging service also operates in states with these laws. We may experience difficulty in expanding our operations into other states with similar laws. Given varying and uncertain interpretations of the veterinary laws of each state, we may not be in compliance with restrictions on the corporate practice of veterinary medicine in all states. A determination that we are in violation of applicable restrictions on the practice of veterinary medicine in any state in which we operate could have a material adverse effect on us, particularly if we are unable to restructure our operations to comply with the requirements of that state.

      All of the states in which we operate impose various registration requirements. To fulfill these requirements, we have registered each of our facilities with appropriate governmental agencies and, where required, have appointed a licensed veterinarian to act on behalf of each facility. All veterinarians practicing in our clinics are required to maintain valid state licenses to practice.

The loss of Mr. Robert Antin, our Chairman, President and Chief Executive Officer, could materially and adversely affect our business.

      We are dependent upon the management and leadership of our Chairman, President and Chief Executive Officer, Robert Antin. We have an employment contract with Mr. Antin that may be terminated at the option of Mr. Antin. We do not maintain any key man life insurance coverage for Mr. Antin. The loss of Mr. Antin could materially adversely affect our business.

ITEM 1B. UNRESOLVED STAFF COMMENTS

      None.

ITEM 2. PROPERTIES

      Our corporate headquarters and principal executive offices are located in Los Angeles, California, in approximately 50,000 square feet of leased space. As of February 28, 2006, we leased or owned facilities at 416 other locations that house our animal hospitals, laboratories and medical technology group. We own 85 facilities and the remainder are leased. We believe that our real property facilities are adequate for our current needs.

ITEM 3. LEGAL PROCEEDINGS

      We are not subject to any legal proceedings other than ordinarily routine litigation incidental to the conduct of our business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No matters were submitted to a vote of our security holders during the fourth quarter of 2005.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

      Our common stock trades on the NASDAQ Stock Market’s National Market under the symbol “WOOF.” The following table sets forth the range of high and low sales prices per share for our common stock as quoted on the NASDAQ Stock Market’s National Market for the periods indicated.

		High		Low
Fiscal 2005 by Quarter
	Fourth	$	28.67	$	23.16
	Third	$	25.91	$	22.51
	Second	$	25.94	$	19.58
	First	$	21.21	$	17.42
Fiscal 2004 by Quarter
	Fourth	$	23.50	$	18.45
	Third	$	23.02	$	18.66
	Second	$	22.50	$	17.33
	First	$	18.60	$	13.53

      At February 28, 2006, there were 132 holders of record of our common stock.

Dividends

      On August 25, 2004, we effected a two-for-one stock split in the form of a 100% stock dividend payable to stockholders of record as of August 11, 2004. All share and per share information included in this document have been restated to reflect the effect of the stock dividend.

      We have not paid cash dividends on our common stock, and we do not anticipate paying cash dividends in the foreseeable future. In addition, our senior credit facility places limitations on our ability to pay cash dividends in respect of our common stock. Any future determination as to the payment of dividends on our common stock will be restricted by these limitations, will be at the discretion of our Board of Directors and will depend on our results of operations, financial condition, capital requirements and other factors deemed relevant by the Board of Directors, including the General Corporation Law of the State of Delaware, which provides that dividends are only payable out of surplus or current net profits.

Transactions in Our Equity Securities

      For the period covered by this report, we have not engaged in any transactions involving the sale of our unregistered equity securities that were not disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K, and neither we, nor our affiliated purchasers have purchased any of our equity securities. We have not engaged in any sales of registered securities for which the use of proceeds is required to be disclosed.

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ITEM 6. SELECTED FINANCIAL DATA

      Our selected consolidated financial data as of and for the years ended December 31, 2005, 2004, 2003, 2002, and 2001 have been derived from our audited financial statements, which have been audited by KPMG LLP. The selected financial data presented below should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations section and our consolidated financial statements and related notes. Our audited consolidated financial statements as of December 31, 2005 and 2004 and for each year in the three-year period ended December 31, 2005 are included in this annual report on Form 10-K.

		Year Ended December 31,
		2005			2004			2003			2002			2001
		(In thousands, except per share amounts)
Statements of Operations Data:
Laboratory revenue		$	222,064		$	200,441		$	178,812		$	154,436		$	134,711
Animal hospital revenue			607,565			481,023			376,040			334,041			305,934
Medical technology revenue(1)			30,330			6,090			—			—			—
Consulting revenue			—			—			—			1,500			2,000
Intercompany			(20,293	)		(13,465	)		(10,187	)		(9,109	)		(7,462	)
	Total revenue		839,666			674,089			544,665			480,868			435,183
Direct costs(2)			613,799			490,558			394,853			350,915			336,165
	Gross profit		225,867			183,531			149,812			129,953			99,018
Selling, general and administrative expense(3)			66,185			48,257			38,702			38,597			44,681
Agreement termination costs			—			—			—			—			17,552
Other non-cash operating items			441			59			590			(100	)		9,079
	Operating income		159,241			135,215			110,520			91,456			27,706
Interest expense, net			25,043			25,492			26,087			39,204			42,918
Debt retirement costs			19,282			880			9,118			12,840			17,218
Other (income) expense			(122	)		(338	)		(118	)		145			168
	Income (loss) before minority interest and provision (benefit) for income taxes		115,038			109,181			75,433			39,267			(32,598	)
Minority interest in income of subsidiaries			3,109			2,558			1,633			1,781			1,439
Provision (benefit) for income taxes			44,113			43,051			30,377			16,646			(6,614	)
Increase in carrying amount of redeemable preferred stock			—			—			—			—			19,151
	Net income (loss) available to common stockholders	$	67,816		$	63,572		$	43,423		$	20,840		$	(46,574	)
Basic earnings (loss) per common share		$	0.82		$	0.78		$	0.54		$	0.28		$	(1.19	)
Diluted earnings (loss) per common share		$	0.81		$	0.76		$	0.53		$	0.28		$	(1.19	)
Shares used for computing basic earnings (loss) per common share			82,439			81,794			80,480			73,498			39,018
Shares used for computing diluted earnings (loss) per common share			83,996			83,361			81,746			74,182			39,018

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	Year Ended December 31,
	2005			2004			2003			2002			2001
	(In thousands)
Other Financial Data:
Gross profit margin		26.9	%		27.2	%		27.5	%		27.0	%		22.8	%
Laboratory gross profit margin		44.5	%		43.8	%		42.4	%		41.2	%		35.7	%
Animal hospital gross profit margin		19.5	%		19.4	%		19.7	%		19.4	%		16.0	%
Medical technology gross profit margin(1)		31.1	%		36.2	%		—			—			—
Net cash provided by operating activities	$	115,100		$	86,359		$	76,107		$	67,122		$	57,104
Net cash used in investing activities	$	(115,431	)	$	(149,869	)	$	(47,162	)	$	(43,594	)	$	(36,202	)
Net cash provided by (used in) financing activities	$	27,855		$	77,237		$	(18,170	)	$	(24,169	)	$	(24,318	)
Capital expenditures	$	29,209		$	23,954		$	15,433		$	17,912		$	13,481

Balance Sheet Data (at period end):
Cash and cash equivalents	$	58,488	$	30,964	$	17,237	$	6,462	$	7,103
Total assets	$	897,073	$	742,100	$	554,803	$	507,428	$	468,521
Total debt	$	452,712	$	396,889	$	317,469	$	381,557	$	384,332
Total stockholders’ equity	$	308,751	$	232,759	$	161,923	$	63,086	$	39,764

(1)	On October 1, 2004, we acquired STI, a supplier of ultrasound and digital radiography equipment to the veterinary industry.
(2)	Direct costs include non-cash compensation charges of $1.4 million in 2001. These charges were not incurred during the other periods presented. Direct costs also include goodwill amortization of $9.2 million in 2001. In accordance with Statements of Financial Accounting Standards, SFAS, No. 142, Goodwill and Other Intangible Assets, there was no goodwill amortization recorded after December 31, 2001.
(3)	Selling, general and administrative expense includes non-cash compensation charges of $6.2 million in 2001. These charges were not incurred during the other periods presented. Selling, general and administrative expense also includes the amortization of executive non-competition agreements of $4.8 million in 2001. These agreements were terminated in 2001.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      The following discussion should be read in conjunction with our condensed, consolidated financial statements provided under Part II, Item 8 of this annual report on Form 10-K. We have included herein statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We generally identify forward-looking statements in this report using words like “believe,” “intend,” “expect,” “estimate,” “may,” “plan,” “should plan,” “project,” “contemplate,” “anticipate,” “predict,” “potential,” “continue,” or similar expressions. You may find some of these statements below and elsewhere in this report. These forward-looking statements are not historical facts and are inherently uncertain and outside of our control. Any or all of our forward-looking statements in this report may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Many factors mentioned in our discussion in this report will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially. Factors that may cause our plans, expectations, future financial condition and results to change are described throughout this annual report and particularly in “Risk Factors” Part I, Item 1A of this annual report on Form 10-K.

      The forward-looking information set forth in this annual report on Form 10-K is as of March 9, 2006, and we undertake no duty to update this information. Shareholders and prospective investors can find information filed with the SEC after March 9, 2006, at our website at www.investor.vcaantech.com or at the SEC’s website at www.sec.gov.

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Overview

      We are a leading animal healthcare services company operating in the United States. We provide veterinary services and diagnostic testing to support veterinary care and we sell diagnostic imaging equipment and other medical technology products and related services to veterinarians. We have four reportable segments:

      Laboratory. We operate the largest network of veterinary diagnostic laboratories in the nation. Our laboratories provide sophisticated testing and consulting services used by veterinarians in the detection, diagnosis, evaluation, monitoring, treatment and prevention of diseases and other conditions affecting animals. At December 31, 2005, our laboratory network consisted of 31 laboratories serving all 50 states.

      Animal hospitals. We operate the largest network of freestanding, full-service animal hospitals in the nation. Our animal hospitals offer a full range of general medical and surgical services for companion animals. We treat diseases and injuries, offer pharmaceutical products and perform a variety of pet wellness programs, including health examinations, diagnostic testing, routine vaccinations, spaying, neutering and dental care. At December 31, 2005, our animal hospital network consisted of 367 animal hospitals in 37 states.

      Medical technology. We sell ultrasound and digital radiography imaging equipment, related computer hardware, software and ancillary services.

      Corporate. We provide selling, general and administrative support for our other segments.

      The practice of veterinary medicine is subject to seasonal fluctuation. In particular, demand for veterinary services is significantly higher during the warmer months because pets spend a greater amount of time outdoors where they are more likely to be injured and are more susceptible to disease and parasites. In addition, use of veterinary services may be affected by levels of flea infestation, heartworm and ticks and the number of daylight hours.

Executive Overview

      We experienced strong operating results for the prior two years, marked by continued growth in our laboratory and animal hospital segments. Our revenue in 2005 increased 24.6% compared to the prior year to $839.7 million and our diluted earnings per common share was $0.81, which included debt retirement costs of $0.14. Our revenue in 2004 increased 23.8% compared to the prior year to $674.1 million and our diluted earnings per common share was $0.76, which included debt retirement costs and a litigation reimbursement that in aggregate had no impact on EPS.

Acquisitions

      Our growth strategy includes the acquisition of 20 to 25 independent animal hospitals per year with aggregate annual revenues of approximately $30.0 million to $35.0 million. In addition, we also evaluate the acquisition of animal hospital chains, laboratories or related businesses if favorable opportunities are presented. On July 1, 2005, we acquired Pet’s Choice, Inc., or Pet’s Choice, which operated 46 animal hospitals, and on June 1, 2004, we acquired National PetCare Centers, Inc., or NPC, which operated

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67 animal hospitals. The following table summarizes our laboratory and animal hospital facilities growth and animal hospital closures:

		Tweleve Months
		Ended December 31,
		2005			2004			2003
Laboratories:
	Beginning of period		27			23			19
	Acquisition and new facilities		—			—			7
	New facilities		4			4			—
	Relocated into laboratories operated by us		—			—			(3	)
	End of period		31			27			23
Animal hospitals:
	Beginning of period		315			241			229
	Acquisitions, excluding Pet’s Choice and NPC(1)(2)		22			18			21
	Pet’s Choice(1)		46			—			—
	NPC(2)		—			67			—
	New facilities		—			1			—
	Acquisitions relocated into hospitals operated by us		(12	)		(6	)		(6	)
	Sold or closed		(4	)		(6	)		(3	)
	End of period		367			315			241

(1)	Pet’s Choice was acquired on July 1, 2005.
(2)	NPC was acquired on June 1, 2004.

Acquisition of Pet’s Choice, Inc.

      On July 1, 2005, we acquired Pet’s Choice, which operated 46 animal hospitals located in five states as of the acquisition date. This acquisition allowed us to expand our animal hospital operations in five states, particularly Texas and Washington. Our consolidated financial statements include the operating results of Pet’s Choice since July 1, 2005.

      As of December 31, 2005, we had not finalized the purchase price accounting for the Pet’s Choice acquisition, as we have not received final invoices from professional service providers and the valuation of certain tax assets and liabilities has not been finalized. All of these items could result in a change to the total purchase price.

      The total consideration as of December 31, 2005 was $78.9 million, consisting of: $51.1 million in cash paid to holders of Pet’s Choice stock and debt; $14.1 million in assumed debt; $9.5 million in assumed liabilities; $2.9 million of operating leases whose terms were in excess of market; $833,000 paid for professional and other outside services; and $464,000 paid as part of our plan to close the Pet’s Choice corporate office and terminate certain employees.

      In addition, we incurred costs of approximately $1.2 million primarily to operate Pet’s Choice’s corporate office, which was closed in October 2005. These costs were expensed as incurred and are included in corporate selling, general and administrative expense.

Acquisition of Sound Technologies, Inc.

      On October 1, 2004, we acquired Sound Technologies, Inc., or STI, which is a supplier of ultrasound and digital radiography equipment and related computer hardware, software and services to the veterinary industry. Under the terms of the purchase agreement, we may be obligated to pay after December 31, 2005 up to $2.0 million of additional purchase price if certain performance targets are met.

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      The total consideration, excluding the $2.0 million contingent obligation described above, was $30.9 million, consisting of: $23.9 million in cash paid to holders of STI stock, including additional consideration of $1.5 million paid in 2005; $1.1 million in assumed debt; $5.5 million in assumed liabilities; and $380,000 paid for professional and other outside services.

Acquisition of National PetCare Centers, Inc.

      On June 1, 2004, we acquired NPC, which operated 67 animal hospitals located in 11 states as of the merger date. This merger allowed us to expand our animal hospital operations in nine states, particularly California and Texas, and to expand into two new states, Oregon and Oklahoma.

      The total consideration for this acquisition was $89.2 million, consisting of: $66.2 million in cash paid to holders of NPC stock and debt; $2.5 million in assumed debt; $11.6 million in assumed liabilities; $4.5 million of operating leases whose terms were in excess of market; $2.0 million paid for professional and other outside services; and $2.4 million paid as part of our plan to close certain facilities and terminate certain employees.

      In addition, we incurred costs of approximately $1.4 million primarily to operate NPC’s corporate office, which was closed in September 2004. These costs were expensed as incurred and are included in corporate selling, general and administrative expense.

Common Stock Activity

      In February 2003, we completed an offering of our common stock. As a result of this offering we issued 7,600,000 shares of common stock and received net proceeds of $54.3 million. We applied the net proceeds from this offering primarily to repay the entire remaining principal amount of our 15.5% senior notes.

      On August 25, 2004, we effected a two-for-one stock split in the form of a 100% stock dividend payable to stockholders of record as of August 11, 2004. All share and per share information included in this document have been restated to reflect the effect of the stock dividend.

Critical Accounting Policies

      We believe that the application of the following accounting policies, which are important to our financial position and results of operations, requires significant judgments and estimates on the part of management. For a summary of all our accounting policies, including the accounting policies discussed below, see Note 2., Summary of Significant Accounting Policies in our consolidated financial statements of this annual report on Form 10-K.

Revenue

Laboratory and Animal Hospital Revenue

      We recognize laboratory and animal hospital revenue only after the following criteria are met:

•  there exists adequate evidence of the transaction;

•  delivery of goods has occurred or services have been rendered; and

•  the price is not contingent on future activity and collectibility is reasonably assured.

Medical Technology Revenue

      The majority of our medical technology revenue is derived from the sale of ultrasound imaging equipment and digital radiography equipment. We also derive revenue from: (i) licensing our software; (ii) providing technical support and product updates related to our software, otherwise known as maintenance; and (iii) providing professional services related to our equipment and software, including installations, on-site training and education services. We frequently sell equipment and license our software

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in multiple element arrangements in which the customer may choose a combination of one or more of the following elements: (i) ultrasound imaging equipment; (ii) digital radiography equipment; (iii) software products; (iv) computer hardware; (v) maintenance; and (vi) professional services.

      The accounting for the sale of equipment is substantially governed by the requirements of Staff Accounting Bulletin, SAB, No. 104, Revenue Recognition, as amended, and the sale of software licenses and related items is governed by Statement of Position, SOP, No. 97-2, Software Revenue Recognition, as amended. The determination of the amount of software license, maintenance and professional service revenue to be recognized in each accounting period requires us to exercise judgment and use estimates. In determining whether or not to recognize revenue, we evaluate each of these criteria:

•  Evidence of an arrangement: We consider a non-cancelable agreement signed by the customer and us to be evidence of an arrangement.

•  Delivery: We consider delivery to have occurred when the ultrasound imaging equipment is delivered. We consider delivery to have occurred when the digital radiography imaging equipment is either accepted by the customer if installation is required, or delivered. We consider delivery to have occurred with respect to professional services when those services are provided or on a straight-line basis over the service contract term, based on the nature of the service or the terms of the contract.

•  Fixed or determinable fee: We assess whether fees are fixed or determinable at the time of sale and recognize revenue if all other revenue recognition requirements are met. We generally consider payments that are due within six months to be fixed or determinable based upon our successful collection history. We only consider fees to be fixed or determinable if they are not subject to refund or adjustment.

•  Collection is deemed probable: We conduct a credit review for all significant transactions at the time of the arrangement to determine the credit worthiness of the customer. Collection is deemed probable if we expect that the customer will be able to pay amounts under the arrangement as payments become due. If we determine that collection is not probable, we defer the revenue and recognize the revenue upon cash collection.

      Under the residual method prescribed by SOP No. 98-9, Modification of SOP No. 97-2, Software Revenue Recognition, With Respect to Certain Transactions, in multiple element arrangements involving software, revenue is recognized when vendor-specific objective evidence of fair value exists for all of the undelivered elements in the arrangement (i.e., maintenance and professional services), but does not exist for one or more of the delivered elements in the arrangement (i.e., the equipment, computer hardware or the software product). Vendor-specific objective evidence of fair value is based on the price for those products and services when sold separately by us and customer renewal rates for post-contract customer support services. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is recognized as revenue. If evidence of the fair value of one or more undelivered elements does not exist, the revenue is deferred and recognized when delivery of those elements occurs or when fair value can be established. Each transaction requires careful analysis to ensure that all of the individual elements in the license transaction have been identified, along with the fair value of each element.

Ultrasound Imaging Equipment

      We sell our ultrasound imaging equipment with and without related computer hardware and software. We account for the sale of ultrasound imaging equipment on a stand-alone basis under the requirements of SAB No. 104, and recognize revenue upon delivery. We account for the sale of ultrasound imaging equipment with related computer hardware and software by bifurcating the transaction into separate elements. We account for the ultrasound imaging equipment under the requirements of SAB No. 104, as the software is not deemed to be essential to the functionality of the equipment, and account for the computer hardware and software under the requirements of SOP No. 97-2, as amended. For the later

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arrangements, we recognize revenue on the ultrasound imaging equipment, computer hardware and software upon delivery, which occurs simultaneously.

Digital Radiography Equipment

      We sell our digital radiography imaging equipment with related computer hardware and software. The digital radiography equipment requires the computer hardware and software to function. As a result, we account for digital radiography imaging equipment sales under SOP No. 97-2.

      In the third quarter of 2005, we established vendor-specific objective evidence of the fair value of post-contract customer support services by including renewal rates in the sales contracts. As a result, we began recognizing revenue on the sales of digital radiography imaging equipment, computer hardware and software at the time of customer acceptance if installation is required, or delivery, and revenue from post-contract customer support services on a straight-line basis over the term of the support period. Prior to the third quarter of 2005, we recognized revenue on all elements in these arrangements ratably over the period of the post-contract customer support services.

Valuation of Goodwill

      Our goodwill represents the excess of the cost of an acquired entity over the net of the amounts assigned to identifiable assets acquired and liabilities assumed. The total amount of our goodwill at December 31, 2005 was $586.4 million, consisting of $94.2 million for our laboratory segment, $473.0 million for our animal hospital segment and $19.2 million for our medical technology segment.

      Annually, and upon material changes in our operating environment, we test our goodwill for impairment by comparing the fair market value of our reporting units, laboratory, animal hospital and medical technology, to their respective net book value. At December 31, 2005 and 2004, the estimated fair market value of each of our reporting units exceeded their respective net book value, resulting in a conclusion that our goodwill was not impaired.

Income Taxes

      We account for income taxes under Statement of Financial Accounting Standards, or SFAS, No. 109, Accounting for Income Taxes. In accordance with SFAS No. 109, we record deferred tax liabilities and deferred tax assets, which represent taxes to be recovered or settled in the future. We adjust our deferred tax assets and deferred tax liabilities to reflect changes in tax rates or other statutory tax provisions. Changes in tax rates or other statutory provisions are recognized in the period the change occurs.

      We made judgments in assessing our ability to realize future benefits from our deferred tax assets, which include operating and capital loss carryforwards. As such, we record a valuation allowance to reduce our deferred tax assets for the portion we believe will not be realized. At December 31, 2005, we used valuation allowances to offset net operating loss and capital loss carryforwards where the realization of this deduction is uncertain.

      We also have recognized liabilities for differences between the probable tax bases and the as-filed tax bases of certain assets and liabilities recorded in other liabilities in our consolidated balance sheets. This liability relates to losses that to our best judgment are probable. Changes in facts and circumstances may cause us to: (1) lower our estimates or determine that payments are no longer probable resulting in a reduction of our future tax provision; or (2) increase our estimates resulting in an increase in our future tax provision. In addition, there are certain tax contingencies that represent a possible future payment but not a probable one. While we have not recognized a liability for these possible future payments, they may result in future cash payments and increase our tax provision.

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Results of Operations

      The following table sets forth components of our income statements expressed as a percentage of revenue:

			2005			2004			2003
Revenue:
	Laboratory			26.4	%		29.7	%		32.8	%
	Animal hospital			72.4			71.4			69.0
	Medical technology			3.6			0.9			—
	Intercompany			(2.4	)		(2.0	)		(1.8	)
		Total revenue		100.0			100.0			100.0
Direct costs				73.1			72.8			72.5
		Gross profit		26.9			27.2			27.5
Selling, general and administrative expense				7.9			7.1			7.1
Write-down and loss on sale of assets				—			—			0.1
		Operating income		19.0			20.1			20.3
Interest expense, net				2.9			3.8			4.8
Debt retirement costs				2.3			0.1			1.7
Minority interest in income of subsidiaries				0.4			0.4			0.2
Provision for income taxes				5.3			6.4			5.6
		Net income		8.1	%		9.4	%		8.0	%

      The following table is a summary of the components of operating income (loss) and operating margin by segment (in thousands, except percentages):

															Inter-
						Animal			Medical						Company
			Laboratory			Hospital			Technology			Corporate			Eliminations			Total
2005
	Revenue		$	222,064		$	607,565		$	30,330		$	—		$	(20,293	)	$	839,666
	Direct costs			123,138			489,326			20,897			—			(19,562	)		613,799
		Gross profit		98,926			118,239			9,433			—			(731	)		225,867
	Selling, general and administrative expense			13,993			16,224			9,033			26,935			—			66,185
	Loss on sale of assets			5			434			—			2			—			441
		Operating income (loss)	$	84,928		$	101,581		$	400		$	(26,937	)	$	(731	)	$	159,241
		Operating margin		38.2	%		16.7	%		1.3	%		(3.2	)%		3.6	%		19.0	%
2004
	Revenue		$	200,441		$	481,023		$	6,090		$	—		$	(13,465	)	$	674,089
	Direct costs			112,661			387,477			3,885			—			(13,465	)		490,558
		Gross profit		87,780			93,546			2,205			—			—			183,531
	Selling, general and administrative expense			12,660			12,761			1,842			20,994			—			48,257
	Loss on sale of assets			1			58			—			—			—			59
		Operating income (loss)	$	75,119		$	80,727		$	363		$	(20,994	)	$	—		$	135,215
		Operating margin		37.5	%		16.8	%		6.0	%		(3.1	)%		—			20.1	%

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														Inter-
						Animal			Medical					Company
			Laboratory			Hospital			Technology		Corporate			Eliminations			Total
2003
	Revenue		$	178,812		$	376,040		$	—	$	—		$	(10,187	)	$	544,665
	Direct costs			103,026			302,014			—		—			(10,187	)		394,853
		Gross profit		75,786			74,026			—		—			—			149,812
	Selling, general and administrative expense			11,431			10,329			—		16,942			—			38,702
	Write-down and loss on sale of assets			151			319			—		120			—			590
		Operating income (loss)	$	64,204		$	63,378		$	—	$	(17,062	)	$	—		$	110,520
		Operating margin		35.9	%		16.9	%		—		(3.1	)%		—			20.3	%

Revenue

      The following table summarizes our revenue (in thousands, except percentages):

		2005						2004						2003						% Change
					% of						% of						% of
		$			Total			$			Total			$			Total			2005			2004
Laboratory		$	222,064			26.4	%	$	200,441			29.7	%	$	178,812			32.8	%		10.8	%		12.1	%
Animal hospital			607,565			72.4	%		481,023			71.4	%		376,040			69.0	%		26.3	%		27.9	%
Medical technology			30,330			3.6	%		6,090			0.9	%		—			—			398.0	%		—
Intercompany			(20,293	)		(2.4	)%		(13,465	)		(2.0	)%		(10,187	)		(1.8	)%		50.7	%		32.2	%
	Total revenue	$	839,666			100.0	%	$	674,089			100.0	%	$	544,665			100.0	%		24.6	%		23.8	%

Laboratory Revenue

      Laboratory revenue increased $21.6 million in 2005 as compared to 2004, which also increased $21.6 million as compared to 2003. The components of the increase in laboratory revenue are detailed below (in thousands, except percentages and average price per requisition):

		2005 Comparative Analysis						2004 Comparative Analysis
		2005		2004		% Change		2004		2003		% Change
Laboratory Revenue:
Internal growth:
	Number of requisitions(1)		9,453		8,614		9.7%		8,430		8,009		5.3%
	Average revenue per requisition(2)	$	23.49	$	23.20		1.3%	$	23.28	$	22.33		4.3%
Total internal revenue(1)		$	222,064	$	199,802		11.1%	$	196,249	$	178,812		9.8%
Billing day adjustment(3)			—		639				606		—
Acquired revenue			—		—				3,586		—
	Total	$	222,064	$	200,441		10.8%	$	200,441	$	178,812		12.1%

(1)	Internal revenue and requisitions were calculated using laboratory operating results, adjusted to exclude the operating results of acquired laboratories for the comparable periods that we did not own them in the prior year and adjusted for the impact resulting from any differences in the number of billing days in comparable periods.
(2)	Computed by dividing total internal revenue by the number of requisitions.
(3)	The 2004 billing day adjustment in the 2005 Comparative Analysis reflects the impact of one additional billing day in 2004 as compared to 2005. The 2004 billing day adjustment in the 2004 Comparative Analysis reflects the impact of one additional billing day in 2004 as compared to 2003.

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      The increases in requisitions from internal growth in 2005 and 2004 are the result of a continued trend in veterinary medicine to focus on the importance of laboratory diagnostic testing in the diagnosis, early detection and treatment of diseases. This trend is driven by an increase in the number of specialists in the veterinary industry relying on diagnostic testing, the increased focus on diagnostic testing in veterinary schools and general increased awareness through ongoing marketing and continuing education programs provided by ourselves, pharmaceutical companies and other service providers in the industry.

      The changes in the average revenue per requisition in 2005 and 2004 are attributable to changes in the mix, type and number of tests performed per requisition and price increases. The price increases for most tests ranged from 2% to 4% in both February 2005 and February 2004.

      As the result of our laboratory acquisitions subsequent to January 1, 2003, we generated an additional $3.6 million of revenue (referred to in the above table as “acquired revenue”) in 2004 as compared to 2003.

Animal Hospital Revenue

      Animal hospital revenue increased $126.5 million in 2005 as compared to 2004, which increased $105.0 million as compared to 2003. The components of the increases are summarized in the following table (in thousands, except percentages and average price per order):

		2005 Comparative Analysis							2004 Comparative Analysis
						%							%
Animal Hospital Revenue:		2005		2004		Change			2004		2003		Change
Same-store facility:
	Orders(1)		3,544		3,611		(1.9	)%		3,397		3,424		(0.8	)%
	Average revenue per order(2)	$	120.23	$	110.65		8.7	%	$	110.74	$	104.74		5.7	%
Same-store revenue(1)		$	426,072	$	399,690		6.6	%	$	376,248	$	358,631		4.9	%
Business day adjustment(3)			—		1,330					2,421		—
Net acquired revenue(4)			181,493		80,003					102,354		17,409
	Total	$	607,565	$	481,023		26.3	%	$	481,023	$	376,040		27.9	%

(1)	Same-store revenue and orders were calculated using animal hospital operating results, adjusted to exclude the operating results for the newly acquired animal hospitals that we did not own for the entire periods presented and adjusted for the impact resulting from any differences in the number of business days in comparable periods.
(2)	Computed by dividing same-store revenue by same-store orders.
(3)	The 2004 business day adjustment in the 2005 Comparative Analysis reflects the impact of one additional business day in 2004 as compared to 2005. The 2004 business day adjustment in the 2004 Comparative Analysis reflects the impact of two additional business days in 2004 as compared to 2003.
(4)	Net acquired revenue represents the revenue from those animal hospitals acquired, net of revenue from those animal hospitals sold or closed, on or after the beginning of the comparative period, which was January 1, 2004 for 2005 and 2004, and January 1, 2003 for 2004 and 2003. Fluctuations in net acquired revenue occur due to the volume, size and timing of acquisitions and disposals during the periods compared.

      Over the last few years, some pet-related products, including medication prescriptions, traditionally sold at animal hospitals have become more widely available in retail stores and other distribution channels, and, as a result, we have fewer customers coming to our animal hospitals solely to purchase those items. In addition, there has been a decline in the number of vaccinations as some recent professional literature and research has suggested that vaccinations can be given to pets less frequently. Our business strategy continues to place a greater emphasis on comprehensive wellness visits and advanced medical procedures,

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which typically generate higher-priced orders. These trends have resulted in a decrease in the number of orders and an increase in the average revenue per order.

      Price increases, which ranged from 5% to 6% on services at most hospitals in February 2005 and 3% to 5% in February 2004, also contributed to the increase in the average revenue per order. Prices are reviewed on an annual basis for each hospital and adjustments are made based on market considerations, demographics and our costs.

Medical Technology Revenue

      Medical technology revenue was $30.3 million and $6.1 million in 2005 and 2004, respectively. Contributing to the increase in medical technology revenue was the fact we acquired STI on October 1, 2004 and thus 2004 only included three months of operating results. The increase in medical technology revenue was also attributable to sales of our digital radiography imaging equipment, which was a new product in 2004. Further contributing to the increase in medical technology revenue was that effective July 1, 2005, we began recognizing revenue on sales of our digital radiography imaging equipment, computer hardware and software at the time of customer acceptance if installation is required, or delivery, as discussed under Critical Accounting Policies. Prior to July 1, 2005, we recognized all elements in sales of our digital radiography imaging equipment over the period of the post-contract customer support services.

      At December 31, 2005, we had deferred revenue of $7.4 million, $6.0 million of which related to sales of our digital radiography imaging equipment.

Intercompany Revenue

      Approximately $18.5 million, $13.5 million and $10.2 million of our laboratory revenue in 2005, 2004 and 2003, respectively, was intercompany revenue that was generated by providing laboratory services to our animal hospitals. Approximately $1.8 million of our medical technology revenue in 2005 was intercompany revenue that was generated by providing products and services to our animal hospitals. For purposes of reviewing the operating performance of our business segments, all intercompany transactions are accounted for as if the transaction was with an independent third party at current market prices. For financial reporting purposes, intercompany transactions are eliminated as part of our consolidation.

Gross Profit

      The following table summarizes our gross profit and our gross profit as a percentage of applicable revenue, or gross profit margin (in thousands, except percentages):

		2005					2004				2003				% Change
					Gross				Gross				Gross
					Profit				Profit				Profit
		$			Margin		$		Margin		$		Margin		2005		2004
Laboratory		$	98,926			44.5%	$	87,780		43.8%	$	75,786		42.4%		12.7%		15.8%
Animal hospital			118,239			19.5%		93,546		19.4%		74,026		19.7%		26.4%		26.4%
Medical technology			9,433			31.1%		2,205		36.2%		—		—		327.8%		—
Other			(731	)		3.6%		—		—		—		—		—		—
	Total gross profit	$	225,867			26.9%	$	183,531		27.2%	$	149,812		27.5%		23.1%		22.5%

Laboratory Gross Profit

      Laboratory gross profit is calculated as laboratory revenue less laboratory direct costs. Laboratory direct costs are comprised of all costs of laboratory services, including but not limited to, salaries of veterinarians, specialists, technicians and other laboratory-based personnel, facilities rent, occupancy costs, depreciation and amortization and supply costs.

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      The increase in laboratory gross profit margin was primarily attributable to increases in laboratory revenue combined with operating leverage associated with our laboratory business. Our operating leverage comes from the incremental margins we realize on additional tests ordered by the same client, as well as when more comprehensive tests are ordered. We are able to benefit from these incremental margins due to the relative fixed cost nature of our laboratory business.

Animal Hospital Gross Profit

      Animal hospital gross profit is calculated as animal hospital revenue less animal hospital direct costs. Animal hospital direct costs are comprised of all costs of services and products at the animal hospitals, including, but not limited to, salaries of veterinarians, technicians and all other animal hospital-based personnel, facilities rent, occupancy costs, supply costs, depreciation and amortization, certain marketing and promotional expense and costs of goods sold associated with the retail sales of pet food and pet supplies.

      Over the last several years we have acquired a significant number of animal hospitals, including 46 in connection with the acquisition of Pet’s Choice on July 1, 2005 and 67 in connection with the acquisition of NPC on June 1, 2004. Many of these newly acquired animal hospitals had lower gross profit margins at the time of acquisition than those previously operated by us. These lower gross profit margins were offset by improvements in animal hospital revenue, increased operating leverage and the favorable impact of our integration efforts.

Medical Technology Gross Profit

      Medical technology gross profit is calculated as medical technology revenue less medical technology direct costs. Medical technology direct costs are comprised of all product and service costs, including, but not limited to, all costs of equipment, related products and services, salaries of technicians, support personnel, trainers, consultants and other non-administrative personnel, depreciation and amortization and supply costs.

      The increase in medical technology gross profit was primarily due to the fact we acquired STI on October 1, 2004 and thus 2004 only included three months of operating results. The decrease in medical technology gross profit margins in 2005 as compared to 2004 was primarily the result of a change in the mix of products and services sold.

      At December 31, 2005, we had deferred revenue and costs of $7.4 million and $3.2 million, respectively. Included in these amounts at December 31, 2005 was $6.0 million of deferred revenue and $3.2 million of deferred costs related to sales of our digital radiography imaging equipment.

Selling, General and Administrative Expense

      The following table summarizes our selling, general and administrative expense, or SG&A, and our expense as a percentage of applicable revenue (in thousands, except percentages):

		2005				2004				2003				% Change
				% of				% of				% of
		$		Revenue		$		Revenue		$		Revenue		2005		2004
Laboratory		$	13,993		6.3%	$	12,660		6.3%	$	11,431		6.4%		10.5%		10.8%
Animal hospital			16,224		2.7%		12,761		2.7%		10,329		2.7%		27.1%		23.5%
Medical technology			9,033		29.8%		1,842		30.2%		—		—		390.4%		—
Corporate			26,935		3.2%		20,994		3.1%		16,942		3.1%		28.3%		23.9%
	Total SG&A	$	66,185		7.9%	$	48,257		7.2%	$	38,702		7.1%		37.2%		24.7%

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Laboratory SG&A

      Laboratory SG&A consists primarily of salaries of sales, customer support, administrative and accounting personnel, selling, marketing and promotional expense.

      The increases in laboratory SG&A were primarily the result of increasing our sales force and marketing efforts.

Animal Hospital SG&A

      Animal hospital SG&A consists primarily of salaries of field management, certain administrative and accounting personnel, recruiting and certain marketing expense.

      The increases in animal hospital SG&A were primarily the result of expanding the animal hospital administrative operations to absorb the recent acquisitions, including Pet’s Choice and NPC.

Medical Technology SG&A

      Medical technology SG&A consists primarily of salaries of sales, customer support, administrative and accounting personnel, selling, marketing and promotional expense and research and development costs.

      The increase in medical technology SG&A was primarily due to the fact we acquired STI on October 1, 2004 and thus 2004 only included three months of operating results. Medical technology SG&A as a percentage of medical technology revenue in 2005 was comparable to 2004.

Corporate SG&A

      Corporate SG&A consists of administrative expense at our headquarters, including the salaries of corporate officers, administrative and accounting personnel, rent, accounting, finance, legal and other professional expense and occupancy costs as well as corporate depreciation.

      In March 2004, we resolved an outstanding claim with our insurance company related to a legal settlement and received reimbursement of $1.9 million. As a result of acquiring Pet’s Choice and NPC we incurred integration costs. The following table reconciles corporate SG&A as reported to corporate SG&A excluding the litigation settlement and the integration costs (in thousands, except percentages):

	2005						2004						2003
				% of						% of					% of
Corporate SG&A:	$			Revenue			$			Revenue			$		Revenue
As reported	$	26,935			3.2	%	$	20,994			3.1	%	$	16,942		3.1	%
Impact of certain items:
Lititgation settlement reimbursement		—						1,124						—
Legal fees reimbursement		—						801						—
Integration costs		(1,158	)					(1,395	)					—
Corporate SG&A excluding the impact of certain items	$	25,777			3.1	%	$	21,524			3.2	%	$	16,942		3.1	%

      The increases in Corporate SG&A excluding the impact of certain items were primarily the result of expanding the corporate operations to absorb the recent acquisitions, including Pet’s Choice, STI and NPC.

Write-Down and Loss on Sale of Assets

      In 2005, 2004 and 2003, we wrote-down and sold certain assets for losses of $441,000, $59,000 and $590,000, respectively.

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Interest Expense, Net

      The following table summarizes our interest expense, net of interest income (in thousands):

		2005		2004		2003
Interest expense:
Revolving credit facility		$	—	$	—	$	27
Senior term notes			18,746		7,421		6,709
9.875% senior subordinated notes			6,342		16,788		16,788
15.5% senior notes			—		—		522
Interest rate hedging agreements			57		398		515
Amortization of debt costs			547		747		835
Capital leases and other			1,385		869		1,078
			27,077		26,223		26,474
Interest income			2,034		731		387
	Total interest expense, net of interest income	$	25,043	$	25,492	$	26,087

      The changes in interest expense were primarily attributable to our debt refinancing transactions, which we discuss below in the Liquidity and Capital Resources section, and changes in LIBOR.

Debt Retirement Costs

      In connection with debt refinancing transactions and voluntary debt repayments, we incurred debt retirement costs of $19.3 million, $880,000, and $9.1 million in 2005, 2004 and 2003, respectively. These transactions are discussed below in the Liquidity and Capital Resources section.

Other Income

      Other income relates to non-cash gains pertaining to the changes in the time value of our interest rate swap agreements.

Minority Interest in Income of Subsidiaries

      Minority interest in income of subsidiaries represents our partners’ proportionate shares of net income generated by those subsidiaries that we do not wholly own.

Provision for Income Taxes

      Our effective tax rate was 39.4%, 40.4% and 41.2% in 2005, 2004 and 2003, respectively. The effective tax rate for 2005 as compared to 2004 and the effective tax rate for 2004 as compared to 2003 each reflect a lower weighted-average state statutory tax rate due to a favorable shift in the number of facilities that we operated in states with lower tax rates or no state income tax. The changes in our statutory tax rates were effected in the fourth quarter of each fiscal year.

      The decrease in the effective tax rate for 2004 as compared to 2003 was also the result of a litigation settlement reimbursement in the amount of $1.1 million, which we discuss above in the Corporate SG&A section, which had no related tax expense.

Inflation

      Historically, our operations have not been materially affected by inflation. We cannot assure that our operations will not be affected by inflation in the future.

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Related Party Transactions

Transactions with Zoasis Corporation

      We incurred marketing expense for vaccine reminders and other direct mail services provided by Zoasis, a company that is majority owned by Robert Antin, our Chief Executive Officer and Chairman. Art Antin, our Chief Operating Officer, owns a 10% interest in Zoasis and a separate officer sold his entire 1% interest in Zoasis in 2004 for less than $15,000. We purchased services of $1.1 million, $946,000, and $993,000 for 2005, 2004, and 2003, respectively. The pricing of these services is comparable to prices paid by us to independent third parties for similar services.

Liquidity and Capital Resources

      The following table summarizes our cash flows (in thousands):

		2005			2004			2003
Cash provided by (used in):
	Operating activities	$	115,100		$	86,359		$	76,107
	Investing activities		(115,431	)		(149,869	)		(47,162	)
	Financing activities		27,855			77,237			(18,170	)
Increase in cash and cash equivalents			27,524			13,727			10,775
Cash and cash equivalents at beginning of year			30,964			17,237			6,462
Cash and cash equivalents at end of year		$	58,488		$	30,964		$	17,237

Operating Activities

      Net cash provided by operating activities increased $28.7 million in 2005 as compared to 2004 primarily due to improved operating performance and acquisitions. Net cash provided by operating activities increased $10.2 million in 2004 compared to 2003 primarily due to improved operating performance and acquisitions. These factors were partially offset by an increase in taxes paid of $13.2 million and a use of working capital of $4.0 million.

      On a prospective basis, we anticipate cash flow from operating activities to continue growing in line with increases in operating income resulting from improved operating performance and acquisitions. However, we also anticipate that operating cash flow may be negatively impacted by an increase in cash paid for interest as a result of possible future increases in interest rates. Interest rates have been at historical lows and are projected to increase over the next several years. Significant increases in interest rates may materially impact our operating cash flows because of the variable-rate nature of our senior credit facility.

Investing Activities

      Net cash used in investing activities primarily consisted of cash used for the acquisition of animal hospitals and expenditures for property and equipment.

      Depending upon the attractiveness of the candidates and the strategic fit with our existing operations, we intend to acquire approximately 20 to 25 independent animal hospitals per year with aggregate annual revenues of approximately $30.0 million to $35.0 million. In addition, we also evaluate the acquisition of animal hospital chains, laboratories or related businesses if favorable opportunities are presented. In accord with that strategy, we acquired Pet’s Choice, which operated 46 animal hospitals, on July 1, 2005. In addition, we acquired STI, which is a supplier of ultrasound and digital radiography equipment and related computer hardware, software and services to the veterinary industry, on October 1, 2004, and we acquired NPC, which operated 67 animal hospitals, on June 1 2004. We intend to primarily use cash in our acquisitions but, depending on the timing and amount of our acquisitions, we may use stock or debt. In 2006, we also intend to spend approximately $40.0 to $45.0 million for property and equipment.

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Financing Activities

      In May 2005, we entered into a new senior credit facility that provided $475.0 million of senior term notes and a $75.0 million revolving credit facility. The funds borrowed under the new senior term notes were used to retire our existing senior term notes in the principal amount of $220.3 million and repurchase our 9.875% senior subordinated notes in the principal amount of $170.0 million. The new senior term notes also provided the necessary financing to acquire Pet’s Choice, which we discuss in Note 4., Acquisitions, in our notes to the consolidated financial statements. In connection with the refinancing transactions, we paid financing costs of approximately $3.3 million and paid an aggregate tender fee of $13.8 million to purchase the 9.875% senior subordinated notes.

      In January 2006 and August 2005, we voluntarily prepaid $20.0 million and $35.0 million, respectively, of our senior term notes.

      In June 2004, we amended and restated our senior credit facility to replace the existing senior term notes in the principal amount of $145.3 million with an interest rate margin of 2.50% with new senior term notes in the principal amount of $225.0 million with an interest rate margin of 2.25%. The additional borrowings were used to fund the NPC merger. In connection with this refinancing transaction, we paid financing costs of $794,000.

      In December 2004, we amended and restated our senior credit facility to replace the existing senior term notes in the principal amount of $223.9 million with an interest rate margin of 2.25% with new senior term notes in the same principal amount with an interest rate margin of 1.75%. In connection with this transaction, we paid financing costs of $279,000.

      In February 2003, we sold 7.6 million shares of our common stock. Approximately $42.7 million of the $54.3 million in net proceeds received were used to redeem the entire principal amount of our 15.5% senior notes due 2010 at a redemption price of 110% of the principal amount, plus accrued and unpaid interest. In connection with this transaction, we paid financing costs of $382,000.

      In August 2003, we refinanced our senior credit facility to replace the existing senior term notes in the principal amount of $166.4 million with an interest rate margin of 3.00% with $20.0 million of cash on-hand and new senior term notes in the principal amount of $146.4 million with an interest rate margin of 2.50%. In connection with this transaction, we paid financing costs of $727,000.

      Borrowings and repayments under our revolving credit facility are the result of normal working capital shifts created by the seasonality of our business and the timing of acquisition activity. At the end of 2002 we borrowed $7.5 million, and in early 2003 we repaid the full amount. At December 31, 2005, we had no borrowings under our revolving credit facility.

Future Contractual Cash Requirements

      The following table sets forth the scheduled principal, interest and other contractual cash obligations due by us for each of the years indicated (in thousands):

	Total			2006			2007			2008			2009		2010		Thereafter
Long-term debt(1)	$	439,887		$	24,878		$	5,782		$	4,586		$	4,284	$	4,285	$	396,072
Capital lease obligations		12,825			805			805			815			861		969		8,570
Operating leases		512,266			28,617			28,539			28,115			27,418		26,867		372,710
Fixed cash interest expense		6,819			1,240			1,073			1,159			915		631		1,801
Variable cash interest expense(2)		159,423			28,953			29,786			29,685			29,781		29,869		11,349
Swap agreements		(5,098	)		(2,180	)		(2,178	)		(740	)		—		—		—
Purchase obligations		51,775			11,053			7,651			8,383			8,942		9,744		6,002
Other long-term liabilities(3)		39,837			65			65			65			65		—		39,577
	$	1,217,734		$	93,431		$	71,523		$	72,068		$	72,266	$	72,365	$	836,081

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(1)	On January 31, 2006, we voluntarily prepaid $20.0 million of our senior term notes. This payment is reflected in the above table.
(2)	We have variable-rate debt. The interest payments on our variable-rate debt are based on a variable-rate component plus a fixed 1.50%. For purposes of this computation, we have assumed that the interest rate on our variable-rate debt (including the fixed rate portion) will be 7.0%, 7.25%, 7.3%, 7.4% and 7.5% for years 2006 through thereafter, respectively. Our consolidated financial statements included in this annual report on Form 10-K discuss these variable-rate notes in more detail.
(3)	Includes deferred income taxes of $30.8 million.

      The table above excludes certain contractual arrangements whereby additional cash may be paid to former owners of acquired businesses upon attainment of specified performance targets. We may be required to pay up to $2.2 million in future periods if these performance targets are achieved.

      We anticipate that our cash on-hand, net cash provided by operations and, if needed, our revolving credit facility will provide sufficient cash resources to fund our operations for more than the next 12 months. If we consummate one or more significant acquisitions during this period we may need to seek additional debt or equity financing.

Debt Covenants

      Our senior credit facility contains certain financial covenants pertaining to fixed charge coverage and leverage ratios. In addition, the senior credit facility has restrictions pertaining to capital expenditures, acquisitions and the payment of cash dividends. In particular, the covenants limit our acquisition spending, without a waiver, to $110.0 million for the period from May 16, 2005 to December 31, 2005 and $75.0 million per year thereafter plus up to $20.0 million of any unused amount from the previous year. As of December 31, 2005, we were in compliance with these covenants, including the two covenant ratios, the fixed charge coverage ratio and the leverage ratio.

      The senior credit facility defines the fixed charge coverage ratio as that ratio that is calculated on a last 12-month basis by dividing pro forma earnings before interest, taxes, depreciation and amortization, as defined by the agreement, by fixed charges. Pro forma earnings before interest, taxes, depreciation and amortization include 12 months of operating results for businesses acquired during the period. Fixed charges are defined as cash interest expense, scheduled principal payments on debt obligations, capital expenditures, and provision for income taxes. At December 31, 2005, we had a fixed charge coverage ratio of 1.63 to 1.00, which was in compliance with the required ratio of no less than 1.20 to 1.00.

      The senior credit facility defines the leverage ratio as that ratio which is calculated as total debt divided by pro forma earnings before interest, taxes, depreciation and amortization, as defined by the agreement. At December 31, 2005, we had a leverage ratio of 2.48 to 1.00, which was in compliance with the required ratio of no more than 3.25 to 1.00.

Interest Rate Hedging Agreements

      We have swap agreements whereby we pay counterparties amounts based on fixed interest rates and set notional principal amounts in exchange for the receipt of payments from the counterparties based on London interbank offer rates, or LIBOR, and the same set notional principal amounts. A summary of the agreements existing at December 31, 2005 is as follows:

Fixed interest rate	4.07%	3.98%	3.94%
Notional amount	$50.0 million	$50.0 million	$50.0 million
Effective date	5/26/2005	6/2/2005	6/30/2005
Expiration date	5/26/2008	5/31/2008	6/30/2007
Counterparties	Goldman Sachs	Wells Fargo	Wells Fargo
Qualifies for hedge accounting	Yes	Yes	Yes

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      We entered into these swap agreements to hedge against the risk of increasing interest rates. The contracts effectively convert a certain amount of our variable-rate debt under our senior credit facility to fixed rate debt for purposes of controlling cash paid for interest. That amount is equal to the notional principal amount of the swap agreements, and the fixed rate conversion period is equal to the terms of the contract. The impact of these swap agreements has been factored into our future contractual cash requirements table above.

      In the future, we may enter into additional interest rate strategies to take advantage of favorable current rate environments. We have not yet determined what those strategies will be or their possible impact.

Description of Indebtedness

Senior Credit Facility

      At December 31, 2005, we had $436.6 million principal amount outstanding under our senior term notes and no borrowings outstanding under our revolving credit facility. We made a voluntary prepayment in the amount of $20.0 million on January 31, 2006.

      We pay interest on our senior term notes and our revolving credit facility based on the interest rate offered to our administrative agent on LIBOR plus a margin of 1.50% per annum.

      The senior term notes mature in May 2011 and the revolving credit facility matures in May 2010.

Other Debt

      At December 31, 2005, we had seller notes secured by assets of certain animal hospitals, unsecured debt and capital leases that totaled $16.1 million.

New Accounting Pronouncements

Inventory Costs

      In November 2004, the Financial Accounting Standards Board, or FASB, issued SFAS No. 151, Inventory Costs — an amendment of ARB No. 43, Chapter 4, effective for fiscal years beginning after June 15, 2005, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material or spoilage that may be incurred. We do not expect that the application of SFAS No. 151 will have a material impact on our consolidated financial statements or the way we conduct our operations.

Share-Based Compensation

      In December 2004, the FASB issued SFAS No. 123R, Share-Based Payment, which replaces SFAS No. 123 and supersedes APB Opinion No. 25 and its related implementation guidance. SFAS No. 123R will require us to measure the cost of share-based payments to employees, including stock options, based on the grant date fair value and to recognize the cost over the requisite service period. We adopted SFAS No. 123R on January 1, 2006. Depending on the number of options granted and the assumptions used to value those options, the adoption of SFAS No. 123R could have a material impact on our operating results.

Accounting Changes and Error Corrections

      In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections, defining and changing the way companies account for changes in accounting principles, accounting estimates and reporting entities, as well as corrections of errors. Among other things, SFAS No. 154 prohibits companies from changing accounting principles or the methodology of applying accounting principles unless directed to do so by new accounting principles or unless the new principle or application is acceptable and superior.

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Entities changing accounting principles outside of specific guidance are required to retroactively apply the change to all prior periods unless it is impracticable to do so, in which case, entities will be required to make an adjustment to retained earnings in the year of change.

      We do not anticipate that SFAS No. 154 will have a material impact on our future operations; however, its application could result in a change in historically reported financial statements if in the future we either adopt a new accounting principle where no specific application guidance is provided or if we change current accounting principles or the method of their application.

      SFAS No. 154 is effective for fiscal years beginning after December 15, 2005.

Accounting for Rental Costs Incurred during a Construction Period

      On October 6, 2005, the FASB issued FASB Staff Position, or FSP FAS, No. 13-1, Accounting for Rental Costs Incurred During a Construction Period. In FSP FAS No. 13-1, the FASB clarified that rental costs incurred during construction are not to be capitalized as a cost of construction but rather to be recognized as rental expense during that period consistent with SFAS No. 13, Accounting for Leases. FSP FAS No. 13-1 is effective for periods starting after December 15, 2005. We do not expect FSP FAS No. 13-1 to have a material impact on our consolidated financial statements.

Quarterly Results

      The following table sets forth selected unaudited quarterly results for the eight quarters commencing January 1, 2004 and ending December 31, 2005 (in thousands):

	2005 Quarter Ended								2004 Quarter Ended
	Dec. 31		Sep. 30		Jun. 30		Mar. 31		Dec. 31		Sep. 30		Jun. 30		Mar. 31
Revenue	$	216,977	$	229,242	$	206,584	$	186,863	$	176,440	$	183,352	$	169,947	$	144,350
Gross profit	$	51,961	$	62,644	$	60,735	$	50,527	$	44,186	$	49,781	$	50,004	$	39,560
Operating income(1)	$	33,305	$	44,135	$	45,396	$	36,405	$	29,427	$	36,756	$	38,235	$	30,797
Net income(1)(2)(4)	$	17,051	$	22,257	$	11,262	$	17,246	$	13,317	$	17,344	$	18,167	$	14,744
Basic earnings per common share(3)(4)	$	0.21	$	0.27	$	0.14	$	0.21	$	0.16	$	0.21	$	0.22	$	0.18
Diluted earnings per common share(3)(4)	$	0.20	$	0.26	$	0.13	$	0.21	$	0.16	$	0.21	$	0.22	$	0.18

(1)	Includes an insurance reimbursement of $1.9 million for the quarter ended March 31, 2004.
(2)	Includes after-tax debt retirement costs of $11.7 million, $41,000 and $478,000 for the quarters ended June 30, 2005, December 31, 2004, and June 30, 2004, respectively.
(3)	On August 25, 2004, we effected a two-for-one stock split in the form of a 100% stock dividend payable to stockholders of record as of August 11, 2004. All per share information included in the above table for quarters prior to September 30, 2004 have been restated to reflect the effect of the stock dividend.
(4)	The quarters ended December 31, 2005 and 2004 include an adjustment to reflect changes in our weighted-average state statutory tax rate due to a favorable shift in the number of facilities that we operated in states with lower tax rates or no state income tax.

      Although not readily detectable because of the impact of acquisitions, our operations are subject to seasonal fluctuation. In particular, our laboratory and animal hospital revenue historically has been greater in the second and third quarters than in the first and fourth quarters.

      The demand for our veterinary services is significantly higher during warmer months because pets spend a greater amount of time outdoors, where they are more likely to be injured and are more susceptible to disease and parasites. In addition, use of veterinary services may be affected by levels of infestation of fleas, heartworms and ticks and the number of daylight hours. A substantial portion of our costs for our veterinary services are fixed and do not vary with the level of demand. Consequently, our

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operating income and operating margins generally have been higher for the second and third quarters than that experienced in the first and fourth quarters.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      At December 31, 2005, we had borrowings of $436.6 million under our senior credit facility with fluctuating interest rates based on market benchmarks such as LIBOR. For our variable-rate debt, changes in interest rates generally do not affect the fair market value, but do impact earnings and cash flow. To reduce the risk of increasing interest rates, we enter into interest rate swap agreements. Currently, we are engaged in the following interest rate swap agreements:

Fixed interest rate	4.07%	3.98%	3.94%
Notional amount	$50.0 million	$50.0 million	$50.0 million
Effective date	5/26/2005	6/2/2005	6/30/2005
Expiration date	5/26/2008	5/31/2008	6/30/2007
Counterparties	Goldman Sachs	Wells Fargo	Wells Fargo
Qualifies for hedge accounting	Yes	Yes	Yes

      These swap agreements have the effect of reducing the amount of our debt exposed to variable interest rates. For the 12-month period ending December 31, 2006, for every 1.0% increase in LIBOR we will pay an additional $2.8 million in interest expense and for every 1.0% decrease in LIBOR we will save $2.8 million in interest expense.

      We may consider entering into additional interest rate strategies to take advantage of the current rate environment. We have not yet determined what those strategies may be or their possible impact.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

VCA ANTECH, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Management’s Annual Report on Internal Control Over Financial Reporting		39
Reports of Independent Registered Public Accounting Firm		40
Consolidated Balance Sheets as of December 31, 2005 and 2004		43
Consolidated Income Statements for the Years Ended December 31, 2005, 2004, and 2003		44
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2005, 2004, and 2003		45
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2005, 2004, and 2003		46
Consolidated Statements of Cash Flows for the Years Ended December 31, 2005, 2004, and 2003		47
Notes to Consolidated Financial Statements		49
Schedule I — Condensed Financial Information of Registrant		78
Schedule II — Valuation and Qualifying Accounts		80

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MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL

OVER FINANCIAL REPORTING

      Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with generally accepted accounting principles.

      Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

      Our management has carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our internal control over financial reporting as of December 31, 2005. In performing this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on our assessment of internal control over financial reporting, our management has concluded that, as of December 31, 2005, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

      Management excluded Pet’s Choice, Inc. from its assessment of the effectiveness of the company’s internal control over financial reporting as of December 31, 2005. Pet’s Choice, Inc., acquired July 1, 2005, accounted for approximately $72.9 million, or 8.1%, of our total assets as of December 31, 2005, and contributed approximately $38.2 million, or 4.5%, of our total revenue for the year ended December 31, 2005.

      KPMG LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this annual report on Form 10-K, has issued an attestation report on management’s assessment of our internal control over financial reporting.

March 9, 2006

/s/ Robert L. Antin

Robert L. Antin

Chairman of the Board, President and

Chief Executive Officer

/s/ Tomas W. Fuller

Tomas W. Fuller

Chief Financial Officer,

Vice President and Secretary

39

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of VCA Antech, Inc.:

      We have audited the accompanying consolidated balance sheets of VCA Antech, Inc. and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of income, stockholders’ equity, comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2005. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedules of Condensed Financial Information of Registrant and Valuation and Qualifying Accounts. These consolidated financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedules based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of VCA Antech, Inc. and subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

      We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of VCA Antech Inc.’s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 9, 2006, expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting.

/s/     KPMG LLP

Los Angeles, California

March 9, 2006

40

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of VCA Antech, Inc.:

      We have audited management’s assessment, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, that VCA Antech, Inc. maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). VCA Antech, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

      We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

      A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

      Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

      In our opinion, management’s assessment that VCA Antech, Inc. maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, VCA Antech, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

      Management excluded Pet’s Choice, Inc. from its assessment of the effectiveness of VCA Antech, Inc.’s internal control over financial reporting as of December 31, 2005. Pet’s Choice, Inc., acquired July 1, 2005, accounted for approximately $72.9 million, or 8.1%, of the Company’s total assets as of December 31, 2005, and contributed approximately $38.2 million, or 4.5%, of the Company’s total revenue for the year ended December 31, 2005. Our audit of internal control over financial reporting of VCA Antech, Inc. also excluded an evaluation of the internal control over financial reporting of Pet’s Choice, Inc.

41

      We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of VCA Antech, Inc. and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of income, stockholders’ equity, comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2005, and our report dated March 9, 2006, expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Los Angeles, California

March 9, 2006

42

VCA ANTECH, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of December 31, 2005 and 2004

(In thousands, except par value)

			2005		2004
ASSETS
Current assets:
	Cash and cash equivalents		$	58,488	$	30,964
	Restricted cash			—		1,250
	Trade accounts receivable, less allowance for uncollectible accounts of $9,409 and $7,668 at December 31, 2005 and 2004, respectively			36,104		28,936
	Inventory			17,856		10,448
	Prepaid expenses and other			9,867		6,275
	Deferred income taxes			10,972		11,472
	Prepaid income taxes			12,337		10,830
		Total current assets		145,624		100,175
Property and equipment, net				143,781		119,903
Other assets:
	Goodwill			586,444		499,144
	Other intangible assets, net			10,735		11,660
	Notes receivable, net			2,869		4,903
	Deferred financing costs, net			1,340		4,052
	Other			6,280		2,263
		Total assets	$	897,073	$	742,100
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Current portion of long-term obligations		$	5,884	$	6,043
	Accounts payable			20,718		15,566
	Accrued payroll and related liabilities			25,201		19,850
	Accrued interest			306		1,578
	Other accrued liabilities			28,860		21,874
		Total current liabilities		80,969		64,911
Long-term obligations, less current portion				446,828		390,846
Deferred income taxes				30,803		31,514
Other liabilities				19,775		12,915
Minority interest				9,947		9,155
Commitments and contingencies
Preferred stock, par value $0.001, 11,000 shares authorized, none outstanding				—		—
Stockholders’ equity:
	Common stock, par value $0.001, 175,000 shares authorized, 82,759 and 82,191 shares outstanding as of December 31, 2005 and 2004, respectively			83		82
	Additional paid-in capital			258,402		251,412
	Accumulated earnings (deficit)			49,057		(18,759	)
	Accumulated other comprehensive income			1,209		34
	Notes receivable from stockholders			—		(10	)
		Total stockholders’ equity		308,751		232,759
		Total liabilities and stockholders’ equity	$	897,073	$	742,100

The accompanying notes are an integral part of these consolidated financial statements.

43

VCA ANTECH, INC. AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENTS

For the Years Ended December 31, 2005, 2004, and 2003

(In thousands, except per share amounts)

		2005		2004		2003
Revenue		$	839,666	$	674,089	$	544,665
Direct costs			613,799		490,558		394,853
	Gross profit		225,867		183,531		149,812
Selling, general and administrative expense			66,185		48,257		38,702
Write-down and loss on sale of assets			441		59		590
	Operating income		159,241		135,215		110,520
Interest expense			27,077		26,223		26,474
Interest income			2,034		731		387
Debt retirement costs			19,282		880		9,118
Other income			122		338		118
	Income before minority interest and provision for income taxes		115,038		109,181		75,433
Minority interest in income of subsidiaries			3,109		2,558		1,633
	Income before provision for income taxes		111,929		106,623		73,800
Provision for income taxes			44,113		43,051		30,377
	Net income	$	67,816	$	63,572	$	43,423
Basic earnings per common share		$	0.82	$	0.78	$	0.54
Diluted earnings per common share		$	0.81	$	0.76	$	0.53
Shares used for computing basic earnings per share			82,439		81,794		80,480
Shares used for computing diluted earnings per share			83,996		83,361		81,746

The accompanying notes are an integral part of these consolidated financial statements.

44

VCA ANTECH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Years Ended December 31, 2005, 2004 and 2003

(In thousands)

														Accumulated
								Notes						Other
		Common Stock				Additional		Receivable			Accumulated			Comprehensive
						Paid-In		From			Earnings			Income
		Shares		Amount		Capital		Stockholders			(Deficit)			(Loss)			Total
Balances, December 31, 2002			73,530	$	74	$	188,904	$	(138	)	$	(125,754	)	$	—		$	63,086
	Net income		—		—		—		—			43,423			—			43,423
	Unrealized gain on hedging instruments, net of tax		—		—		—		—			—			36			36
	Gains on hedging instruments reclassified to income, net of tax		—		—		—		—			—			(118	)		(118	)
	Interest on notes		—		—		—		(6	)		—			—			(6	)
	Repayment of notes		—		—		—		128			—			—			128
	Issuance of common stock		7,600		7		54,316		—			—			—			54,323
	Exercise of stock options		300		—		150		—			—			—			150
	Tax benefit from stock options exercised		—		—		901		—			—			—			901
Balances, December 31, 2003			81,430		81		244,271		(16	)		(82,331	)		(82	)		161,923
	Net income		—		—		—		—			63,572			—			63,572
	Unrealized gain on hedging instruments, net of tax		—		—		—		—			—			454			454
	Gains on hedging instruments reclassified to income, net of tax		—		—		—		—			—			(338	)		(338	)
	Interest on notes		—		—		—		(1	)		—			—			(1	)
	Repayment of notes		—		—		—		7			—			—			7
	Exercise of stock options		761		1		2,912		—			—			—			2,913
	Tax benefit from stock options exercised		—		—		4,229		—			—			—			4,229
Balances, December 31, 2004			82,191		82		251,412		(10	)		(18,759	)		34			232,759
	Net income		—		—		—		—			67,816			—			67,816
	Unrealized gain on hedging instruments, net of tax		—		—		—		—			—			1,249			1,249
	Gains on hedging instruments reclassified to income, net of tax		—		—		—		—			—			(74	)		(74	)
	Repayment of notes		—		—		—		10			—			—			10
	Exercise of stock options		568		1		3,211		—			—			—			3,212
	Tax benefit from stock options exercised		—		—		3,779		—			—			—			3,779
Balances, December 31, 2005			82,759	$	83	$	258,402	$	—		$	49,057		$	1,209		$	308,751

The accompanying notes are an integral part of these consolidated financial statements.

45

VCA ANTECH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended December 31, 2005, 2004 and 2003

(In thousands)

				2005			2004			2003
Net income				$	67,816		$	63,572		$	43,423
Other comprehensive income:
	Unrealized gain on hedging instruments, net of tax				1,249			454			36
	Gains on hedging instruments reclassifed to income, net of tax				(74	)		(203	)		(70	)
		Other comprehensive income (loss)			1,175			251			(34	)
			Comprehensive income	$	68,991		$	63,823		$	43,389

The accompanying notes are an integral part of these consolidated financial statements.

46

VCA ANTECH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2005, 2004 and 2003

(In thousands)

				2005			2004			2003
Cash flows from operating activities:
	Net income			$	67,816		$	63,572		$	43,423
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			19,335			15,815			14,286
		Amortization of debt costs			547			747			835
		Provision for uncollectible accounts			4,766			3,411			2,897
		Debt retirement costs			19,282			880			9,118
		Write-down and loss on sale of assets			441			59			590
		Tax benefit from stock options exercised			3,779			4,229			901
		Other			(223	)		(564	)		347
		Minority interest in income of subsidiaries			3,109			2,558			1,633
		Distributions to minority interest partners			(3,078	)		(2,188	)		(1,723	)
		Deferred income taxes			10,502			8,957			8,853
	Changes in operating assets and liabilities:
		Increase in trade accounts receivable			(11,335	)		(8,526	)		(3,264	)
		Increase in inventory, prepaid expenses and other assets			(9,092	)		(2,913	)		(867	)
		Increase (decrease) in accounts payable and other accrued liabilities			9,986			5,079			(2,225	)
		Increase (decrease) in accrued payroll and related liabilities			1,078			(1,045	)		982
		Decrease in accrued interest			(1,272	)		(77	)		(27	)
		Decrease (increase) in prepaid income taxes			(541	)		(3,635	)		348
			Net cash provided by operating activities		115,100			86,359			76,107
Cash flows used in investing activities:
		Business acquisitions, net of cash acquired			(89,149	)		(121,229	)		(30,749	)
		Real estate acquired in connection with business acquisitions			(2,405	)		(5,491	)		(589	)
		Property and equipment additions			(29,209	)		(23,954	)		(15,433	)
		Proceeds from sale of assets			1,702			377			547
		Other			3,630			428			(938	)
			Net cash used in investing activities		(115,431	)		(149,869	)		(47,162	)

The accompanying notes are an integral part of these consolidated financial statements.

47

VCA ANTECH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

For the Years Ended December 31, 2005, 2004 and 2003

(In thousands)

				2005			2004			2003
Cash flows provided by (used in) financing activities:
		Repayment of long-term obligations, including redemption fees			(447,100	)		(373,478	)		(210,476	)
		Proceeds from the issuance of long-term debt			475,000			448,875			146,442
		Repayments under revolving credit facility			—			—			(7,500	)
		Payment of financing costs			(3,257	)		(1,073	)		(1,109	)
		Proceeds from issuance of common stock under stock option plans			3,212			2,913			150
		Proceeds from issuance of common stock			—			—			54,323
			Net cash provided by (used in) financing activities		27,855			77,237			(18,170	)
Increase in cash and cash equivalents					27,524			13,727			10,775
Cash and cash equivalents at beginning of year					30,964			17,237			6,462
Cash and cash equivalents at end of year				$	58,488		$	30,964		$	17,237
Supplemental disclosures of cash flow information:
	Interest paid			$	27,802		$	25,553		$	25,319
	Income taxes paid			$	30,050		$	33,500		$	20,275
Supplemental schedule of non-cash investing and financing activites:
	Additions to capital leases			$	—		$	75		$	173
	Detail of acquisitions:
		Fair value of assets acquired		$	118,069		$	146,066		$	34,511
		Cash paid for acquisitions			(89,149	)		(121,229	)		(30,749	)
			Liabilities and debt assumed	$	28,920		$	24,837		$	3,762

The accompanying notes are an integral part of these consolidated financial statements.

48

VCA ANTECH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005

1. The Company

      Our company, VCA Antech, Inc., or VCA, is a Delaware corporation based in Los Angeles, California, and we were formed in 1986. We are an animal healthcare services company with positions in three core businesses, veterinary diagnostic laboratories, animal hospitals, and veterinary medical technology. We refer to these segments as Laboratory, Animal Hospital and Medical Technology, respectively.

      We operate a full-service veterinary diagnostic laboratory network serving all 50 states. Our laboratory network provides sophisticated testing and consulting services used by veterinarians in the detection, diagnosis, evaluation, monitoring, treatment and prevention of diseases and other conditions affecting animals. At December 31, 2005, we operated 31 laboratories.

      Our animal hospitals offer a full range of general medical and surgical services for companion animals. Our animal hospitals treat diseases and injuries, provide pharmaceutical products and perform a variety of pet wellness programs, including health examinations, diagnostic testing, vaccinations, spaying, neutering and dental care. At December 31, 2005, we operated 367 animal hospitals throughout 37 states.

      On October 1, 2004, we acquired Sound Technologies, Inc., or STI, a supplier of ultrasound and digital radiography equipment and related computer hardware, software and services to the veterinary industry.

2. Summary of Significant Accounting Policies

     a. Principles of Consolidation

      Our consolidated financial statements include the accounts of our parent company, all majority-owned subsidiaries where we have control and certain veterinary medical groups to which we provide services as discussed below. Significant intercompany transactions and balances have been eliminated.

      We provide management services to certain veterinary medical groups in states with laws that prohibit business corporations from providing veterinary services through the direct employment of veterinarians. At December 31, 2005, we operated in 13 of these states. In these states, instead of providing veterinary services, we provide management services to the veterinary medical groups. We provide management services pursuant to long-term management agreements, or Management Agreements, with the veterinary medical groups. Pursuant to the Management Agreements, the veterinary medical groups are each solely responsible for all aspects of the practice of veterinary medicine, as defined by their respective state.

      We have determined that the veterinary medical groups are variable interest entities as defined by Financial Accounting Standards Board, or FASB, Financial Interpretation No. 46R, or FIN, No. 46R, Consolidation of Variable Interest Entities, and that we have a variable interest in those entities through our management agreements. We also determined that our variable interests, in aggregate with the variable interests held by our related parties, absorbed the majority of the expected losses and residual returns of the veterinary medical groups. Based on these determinations, we consolidated the veterinary medical groups in our consolidated financial statements. The result of the consolidation is an increase in both revenue and direct costs by an equal amount, thus there is no impact on our operating income, net income, earnings per share or cash flows.

49

VCA ANTECH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     b. Revenue Recognition

      Revenue is recognized only after the following criteria are met: (i) there exists adequate evidence of the transactions; (ii) delivery of goods has occurred or services have been rendered; and (iii) the price is not contingent on future activity and collectibility is reasonably assured, or probable on all software deliverables. Revenue is reported net of sales discounts.

      The majority of our medical technology revenue is derived from the sale of ultrasound imaging equipment and digital radiography equipment. We also derive revenue from: (i) licensing our software; (ii) providing technical support and product updates related to our software, otherwise known as maintenance; and (iii) providing professional services related to our equipment and software, including installations, on-site training and education services. We frequently sell equipment and license our software in multiple element arrangements in which the customer may choose a combination of one or more of the following elements: (i) ultrasound imaging equipment; (ii) digital radiography equipment; (iii) software products; (iv) computer hardware; (v) maintenance; and (vi) professional services.

      We recognize revenue on the ultrasound imaging equipment, computer hardware and software upon delivery, which occurs simultaneously, and we recognize revenue from future services on a straight-line basis over the term of the service or as delivered, depending on the nature of the service.

      In the third quarter of 2005, we established vendor-specific objective evidence of the fair value of post-contract customer support services by including renewal rates in the sales contracts. As a result, we began recognizing revenue on the sale of digital radiography imaging equipment, computer hardware and software at the time of customer acceptance if installation is required, or delivery, and revenue from post-contract customer support services on a straight-line basis over the term of the support period. Prior to the third quarter of 2005, we recognized revenue on all elements in these arrangements ratably over the period of the post-contract customer support services.

      In connection with certain sales transactions involving ultrasound imaging equipment and digital radiography equipment, we have deferred a portion or all of the related income. These amounts are recognized as income in accordance with our policy discussed above. At December 31, 2005, we had deferred revenue of $2.5 million and $4.9 million recorded in other accrued liabilities and other liabilities, respectively, and deferred costs of $1.5 million and $1.7 million recorded in prepaid expenses and other assets, respectively, in our consolidated balance sheets. At December 31, 2004, we had deferred revenue of $3.3 million and $637,000 recorded in other accrued liabilities and other liabilities, respectively, and deferred costs of $1.3 million and $389,000 recorded in prepaid expenses and other assets, respectively, in our consolidated balance sheets.

     c. Cash and Cash Equivalents

      We consider only highly liquid investments with original maturities of less than 90 days to be cash equivalents. We maintain balances in our bank accounts that are in excess of FDIC insured levels.

     d. Restricted Cash

      Restricted cash at December 31, 2004 related to cash held in an escrow account used to fund a portion of a contractual arrangement whereby we were required to pay additional cash to a former owner of a company we acquired.

50

VCA ANTECH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     e. Inventory

      Inventory is valued at the lower of cost using the first-in, first-out method or market.

     f. Property and Equipment

      Property and equipment is recorded at cost. Equipment held under capital leases is recorded at the lower of the present value of the minimum lease payments or the fair value of the equipment at the beginning of the lease term.

      We frequently develop and implement new software to be used internally, or enhance our existing internal software. We develop the software using our own employees and/or outside consultants. Costs associated with the development of new software are expensed as incurred. Costs related directly to the software design, coding, testing and installation are capitalized and amortized over the expected life of the software, generally three years. Costs related to upgrades or enhancements of existing systems are capitalized if the modifications result in additional functionality. Software development costs capitalized in 2005, 2004, and 2003 amounted to $24,000, $53,000 and $662,000, respectively.

      Depreciation and amortization are provided for on the straight-line method over the following estimated useful lives:

Buildings and improvements	5 to 40 years
Leasehold improvements	Lesser of lease term or 15  years
Furniture and equipment	5 to 7 years
Software	3 years
Equipment held under capital leases	5 to 10 years

      Depreciation expense, including the amortization of property under capital leases, in 2005, 2004 and 2003 was $16.1 million, $13.4 million and $12.4 million, respectively.

      Property and equipment at December 31, 2005 and 2004 consisted of (in thousands):

	2005			2004
Land	$	25,148		$	25,406
Building and improvements		51,233			44,552
Leasehold improvements		45,462			33,976
Furniture and equipment		94,100			77,491
Software		9,705			8,546
Buildings held under capital leases		6,289			—
Equipment held under capital leases		351			974
Construction in progress		4,798			8,097
Total property and equipment		237,086			199,042
Less — accumulated depreciation and amortization		(93,305	)		(79,139	)
Total property and equipment, net	$	143,781		$	119,903

      Accumulated amortization on buildings held under capital leases amounted to $191,000 at December 31, 2005 and accumulated amortization on equipment held under capital leases amounted to $75,000 and $114,000 at December 31, 2005 and 2004, respectively.

     g. Operating Leases

      Most of our facilities are under operating leases. The minimum lease payments, including minimum scheduled rent increases, are recognized as rent expense on a straight-line basis over the lease term as

51

VCA ANTECH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

defined in Statement of Financial Accounting Standards, or SFAS, No. 13, Accounting for Leases. The lease term includes contractual renewal options that are reasonably assured based on significant leasehold improvements acquired. Any leasehold improvement incentives paid to us by a landlord are recorded as a reduction of rent expense over the lease term. No individual lease is material to our operations.

     h. Goodwill

      Goodwill represents the excess of the cost of an acquired entity over the net of the amounts assigned to identifiable assets acquired and liabilities assumed.

      In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, we have determined that we have three reporting units, Laboratory, Animal Hospital and Medical Technology, and we estimate annually, at the end of the year, the fair market value of our reporting units and compare their estimated fair market value against the net book value of those reporting units to determine if our goodwill is impaired. At December 31, 2005 and 2004, we determined that our goodwill was not impaired.

      The following table presents the changes in the carrying amount of our goodwill for 2005 and 2004 (in thousands):

				Animal			Medical
	Laboratory			Hospital			Equipment			Total
Balance as of January 1, 2004	$	94,770		$	278,468		$	—		$	373,238
Goodwill acquired		—			103,011			19,218			122,229
Other(1)		(1,099	)		725			—			(374	)
Goodwill related to partnership interests		—			4,071			—			4,071
Goodwill related to sale of animal hospitals		—			(20	)		—			(20	)
Balance as of December 31, 2004		93,671			386,255			19,218			499,144
Goodwill acquired		—			83,886			371			84,257
Other(1)		575			2,526			(429	)		2,672
Goodwill related to partnership interests		—			577			—			577
Goodwill related to sale of animal hospitals		—			(206	)		—			(206	)
Balance as of December 31, 2005	$	94,246		$	473,038		$	19,160		$	586,444

(1)  Other is the result of purchase price adjustments, purchasing ownership interest in non-wholly-owned subsidiaries and earn-out payments.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     i. Other Intangible Assets

      In addition to goodwill, we have other amortizable intangible assets at December 31, 2005 and 2004, as follows (in thousands):

		2005							2004
		Gross					Net		Gross					Net
		Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
		Amount		Amortization			Amount		Amount		Amortization			Amount
Covenants not-to-compete		$	11,145	$	(4,970	)	$	6,175	$	11,604	$	(5,290	)	$	6,314
Non-contractual customer relationships			3,235		(701	)		2,534		3,340		(246	)		3,094
Technology			1,270		(314	)		956		1,250		(62	)		1,188
Trademarks			569		(70	)		499		560		(14	)		546
Contracts			397		(129	)		268		397		(26	)		371
Client lists			461		(158	)		303		665		(518	)		147
	Total	$	17,077	$	(6,342	)	$	10,735	$	17,816	$	(6,156	)	$	11,660

      Amortization is provided for on the straight-line method over the following estimated useful lives:

Covenants-not-to-compete	3 to 10 years
Non-contractual customer relationships	4 to 12 years
Technology	5 years
Trademarks	10 years
Contracts	2 to 4 years
Client lists	3 years

      The following table summarizes our aggregate amortization expense related to other intangible assets (in thousands):

	2005	2004	2003
Aggregate amortization expense	$3,215	$2,395	$1,864

      The estimated amortization expense related to intangible assets for each of the five succeeding years and thereafter as of December 31, 2005 is as follows (in thousands):

2006		$	3,124
2007			2,826
2008			2,195
2009			1,151
2010			406
Thereafter			1,033
	Total	$	10,735

     j. Income Taxes

      We account for income taxes under SFAS No. 109, Accounting for Income Taxes. In accordance with SFAS No. 109, we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. We make judgments in assessing our ability to realize future benefits from our deferred tax

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

assets, which include operating and capital loss carryforwards. As such, we record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. At December 31, 2005 and 2004, we used valuation allowances to offset net operating loss, or NOL, and capital loss carryforwards where the realization of this benefit is uncertain. In addition, tax law and rate changes are reflected in income in the period such changes are enacted.

     k. Notes Receivable

      Notes receivable are financial instruments issued in the normal course of business and are not market traded. The amounts recorded approximate fair value and are shown net of valuation allowances of $99,000 and $87,000 at December 31, 2005 and 2004, respectively. The notes bear interest at rates varying from 5% to 10% per annum.

     l. Deferred Financing Costs

      Deferred financing costs are amortized using the effective interest method over the life of the related debt. Accumulated amortization of deferred financing costs was $230,000 and $1.8 million at December 31, 2005 and 2004, respectively.

     m. Fair Value of Financial Instruments and Concentration of Risk

      The carrying amount reported in our consolidated balance sheets for cash, cash equivalents, trade accounts receivable, accounts payable and accrued liabilities approximates fair value because of the immediate or short-term maturity of these financial instruments. Our policy is to place our cash and cash equivalents in highly-rated financial instruments and institutions, which we believe mitigates our credit risk. Concentration of credit risk with respect to accounts receivable is limited due to the diversity of our customer base. We routinely review the collection of our accounts receivable and maintain an allowance for potential credit losses, but historically have not experienced any significant losses related to an individual customer or groups of customers in a geographic area.

      Our laboratories currently depend, in some cases, on the ability of single source suppliers to deliver products to us on a timely basis. Some of the products we purchase from these suppliers are proprietary, and therefore may not be available from other sources. Shortages in the availability of products for an extended period of time will disrupt our ability to provide test results in a timely manner and could have a material adverse effect on our results of operations.

     n. Use of Estimates in Preparation of Financial Statements

      The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of our consolidated financial statements and our reported amounts of revenue and expense during the reporting period. Actual results could differ from our estimates.

     o. Derivative Instruments

      We use derivative instruments to manage our exposure to interest and maintain a planned mix of fixed-rate and variable-rate debt. We record all derivative instruments as either assets or liabilities in our consolidated balance sheets and measure those instruments at fair value. Changes in the fair value of derivative instruments are recognized each period in current earnings or other comprehensive income, depending on whether the derivative instrument qualifies for hedge accounting and the type of hedge

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

transaction. See Note 5., Long-Term Obligations, for additional details related to our derivative instruments.

     p. Marketing and Advertising

      Marketing and advertising costs are expensed as incurred. Total marketing and advertising expense amounted to $11.2 million, $8.6 million and $5.5 million for 2005, 2004 and 2003, respectively.

     q. Insurance and Self-Insurance

      We use a combination of insurance, large-deductible insurance and self-insurance for a number of risks, including workers’ compensation, general liability, property insurance and our health benefits. Liabilities associated with these risks are estimated at fair value on an undiscounted basis by considering historical claims experience, demographic factors, severity factors and other actuarial assumptions.

     r. Debt Retirement Costs

      We have completed multiple debt refinancing transactions and voluntary debt repayments. As a result of these transactions, we incurred debt retirement costs of $19.3 million, $880,000 and $9.1 million in 2005, 2004 and 2003, respectively. See Note 5., Long-Term Obligations, for additional information related to these transactions. These costs for all periods presented have been included as a component of income from operations in the consolidated income statements.

     s. Mandatorily Redeemable Partnership Interests

      We are party to certain partnerships whereby we are required under the terms of the respective partnership agreements to purchase the partner’s equity in the partnership in the event of the partner’s death. We are reporting these liabilities at estimated fair values within other liabilities in our consolidated balance sheets. At December 31, 2005 and 2004, these liabilities were $2.0 million and $2.1 million, respectively.

     t. Calculation of Earnings per Common Share

      Basic earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding after giving effect

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

to all potentially dilutive common shares outstanding during the period. Basic and diluted earnings per common share was calculated as follows (in thousands, except per share amounts):

			2005		2004		2003
Net income			$	67,816	$	63,572	$	43,423
Weighted average common shares outstanding:
	Basic			82,439		81,794		80,480
	Effect of dilutive potential common stock:
		Stock options		1,557		1,512		1,158
		Contracts that may be settled in stock or cash		—		55		108
	Diluted			83,996		83,361		81,746
Basic earnings per common share			$	0.82	$	0.78	$	0.54
Diluted earnings per common share			$	0.81	$	0.76	$	0.53

     u. Accounting for Stock-Based Compensation

      We have granted stock options to our employees and directors under stock option plans maintained by us and are accounting for those options under the intrinsic value method as prescribed in Accounting Principles Board, or APB, Opinion No. 25, Accounting for Stock Issued to Employees. Under that method, when options are granted with a strike price equal to or greater than market price on date of issuance, there is no impact on earnings either on the date of grant or thereafter, absent modification to the options. This method is not a fair-value based method of accounting as defined by SFAS No. 123, Accounting for Stock-Based Compensation. Fair-value based methods of accounting require compensation expense to be recognized based on the fair market value of the options granted over their vesting period. The following table presents net income and earnings per common share as if we accounted for our stock options under SFAS No. 123 and the fair-value based method of accounting (in thousands, except per share amounts):

			2005			2004			2003
As reported			$	67,816		$	63,572		$	43,423
	Deduct: Total stock-based employee compensation expense determined under fair-value based method for all awards, net of related tax effects			(12,667	)		(3,231	)		(870	)
	Pro forma net income available to common stockholders		$	55,149		$	60,341		$	42,553
Earnings per common share:
		Basic — as reported	$	0.82		$	0.78		$	0.54
		Basic — pro forma	$	0.67		$	0.74		$	0.53
		Diluted — as reported	$	0.81		$	0.76		$	0.53
		Diluted — pro forma	$	0.66		$	0.72		$	0.52

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VCA ANTECH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

	2005			2004			2003
Risk-free interest rate		4.3	%		3.0	%		2.8	%
Dividend yield		0.0	%		0.0	%		0.0	%
Expected volatility		37.9	%		32.6	%		34.0	%
Weighted-average fair value	$	9.46		$	5.96		$	2.73
Expected option life (in years)		5			5			5

     v. New Accounting Standards

      In November 2004, the FASB issued SFAS No. 151, Inventory Costs — an amendment of ARB No. 43, Chapter 4, effective for fiscal years beginning after June 15, 2005, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material or spoilage that may be incurred. We do not expect that the application of SFAS No. 151 will have a material impact on our consolidated financial statements or the way we conduct our operations.

      In December 2004, the FASB issued SFAS No. 123R, Share-Based Payment,which replaces SFAS No. 123 and supersedes APB Opinion No. 25 and its related implementation guidance. SFAS No. 123R will require us to measure the cost of share-based payments to employees, including stock options, based on the grant date fair value and to recognize the cost over the requisite service period. We adopted SFAS No. 123R effective January 1, 2006. Depending on the number of options granted and the assumptions used to value those options, the adoption of SFAS No. 123R could have a material impact on our operating results.

      In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections, defining and changing the way companies account for changes in accounting principles, accounting estimates and reporting entities, as well as corrections of errors. Among other things, SFAS No. 154 prohibits companies from changing accounting principles or the methodology of applying accounting principles unless directed to do so by new accounting principles or unless the new principle or application is acceptable and superior. Entities changing accounting principles outside of specific guidance are required to retroactively apply the change to all prior periods unless it is impracticable to do so, in which case, entities will be required to make an adjustment to retained earnings in the year of change.

      We do not anticipate that SFAS No. 154 will have a material impact on our future operations; however, its application could result in a change in historically reported financial statements if in the future we either adopt a new accounting principle where no specific application guidance is provided or if we change current accounting principles or the method of their application.

      SFAS No. 154 is effective for fiscal years beginning after December 15, 2005.

      On October 6, 2005, the FASB issued FASB Staff Position, or FSP FAS No. 13-1, Accounting for Rental Costs Incurred during a Construction Period. In FSP FAS No. 13-1, the FASB clarified that rental costs incurred during construction are not to be capitalized as a cost of construction but rather to be recognized as rental expense during that period consistent with SFAS No. 13, Accounting for Leases. FSP FAS No. 13-1 is effective for periods starting after December 15, 2005. We do not expect FSP FAS No. 13-1 to have a material impact on our consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     w. Reclassifications

      Certain prior year balances have been reclassified to conform to the 2005 financial statement presentation.

3. Related Party Transactions

     a. Transactions with Zoasis

      We incurred marketing expense for vaccine reminders and other direct mail services provided by Zoasis, a company that is majority owned by Robert Antin, our Chief Executive Officer and Chairman. We purchased services of $1.1 million, $946,000 and $993,000 for 2005, 2004 and 2003, respectively. Art Antin, our Chief Operating Officer, owns a 10% interest in Zoasis and a separate officer sold his entire 1% interest in Zoasis in 2004 for less than $15,000. We believe the pricing of these services is comparable to prices paid by us to independent third parties.

      We have granted to Zoasis a limited, royalty-free, non-exclusive license to certain software which we own. In addition, we have agreed not to grant any other licenses in the software for a period of five years from the grant date, except that we may grant licenses to our affiliates and subsidiaries. Both we and Zoasis have a right to make modifications to the software, but all modifications and derivative works are owned by us. The software is hosted at our expense at a third-party hosting facility for the benefit of both parties.

     b. Related Party Vendors

      Frank Reddick joined our company as a director in February 2002 and is a partner in the law firm of Akin Gump Strauss Hauer & Feld, LLP, or Akin. Akin provided legal services to us during 2005, 2004 and 2003. The cost of these legal services was $1.3 million, $1.8 million and $1.4 million in 2005, 2004 and 2003, respectively.

     c. Registration Rights Agreement

      On September 20, 2000, we entered into a stockholders agreement with each of our then stockholders, under which each party to the stockholders agreement has registration rights. In connection with these registration rights, we agreed to pay any expenses associated with any demand registrations or piggyback registrations.

      In 2004 and 2003, we registered the sale of common stock held by an affiliate of Leonard Green & Partners, L.P., a significant shareholder at the time. John M. Baumer, John G. Danhakl and Peter J. Nolan, each served on our Board of Directors at the time of the registration and are partners in Leonard Green & Partners, L.P. In 2003, we also registered the sale of common stock held by Robert L. Antin, our Chairman, Chief Executive Officer and President.

      We incurred costs of $675,000 and $155,000 in 2004 and 2003, respectively, in connection with these registrations.

     d. Business Aircraft

      In 2003, we purchased 50 hours of use of a business aircraft owned by Leonard Green & Partners, L.P. for $125,000. The use of the business aircraft by our executives facilitated business-related travel. The hourly rate charged to us by Leonard Green & Partners, L.P. is less than rates available to us for comparably equipped aircraft. Leonard Green & Partners, L.P. is the parent of Green Equity Investors III, L.P., which owned 16.8% of our outstanding common stock at the time of the transaction. Each of John

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

M. Baumer, John G. Danhakl and Peter J. Nolan is a partner of Leonard Green & Partners, L.P. and served as one of our directors at the time of the transaction.

4. Acquisitions

      Our acquisition strategy includes the acquisition of animal hospitals. If favorable opportunities are presented, we may pursue the acquisition of animal hospital chains, laboratories or related businesses. In accord with that strategy, we acquired the following:

		2005			2004			2003
Laboratories:
	Acquisitions		—			—			7
	Acquisitions relocated into our existing laboratories		—			—			(3	)
			—			—			4
Animal hospitals:
	Acquisitions, excluding Pet’s Choice and NPC(1)(2)		22			18			21
	Pet’s Choice(1)		46			—
	NPC(2)		—			67			—
	Acquisitions relocated into our existing animal hospitals		(6	)		(5	)		(6	)
			62			80			15

(1)	Pet’s Choice, Inc., or Pet’s Choice, was acquired on July 1, 2005.
(2)	National PetCare Centers, Inc., or NPC, was acquired on June 1, 2004.

      In addition to the acquisitions listed above, we also acquired STI on October 1, 2004, which is discussed below in the Sound Technologies, Inc. section.

Animal Hospital and Laboratory Acquisitions, excluding Pet’s Choice and NPC

      The following table summarizes the aggregate consideration, including acquisition costs, paid by us for our acquired animal hospitals, excluding NPC and Pet’s Choice, and the allocation of the purchase price (in thousands):

			2005		2004		2003
Consideration:
	Cash		$	34,199	$	28,338	$	28,695
	Obligation to be settled in cash or common stock			—		—		2,250
	Notes payable and other liabilities assumed			2,635		1,493		2,192
		Total	$	36,834	$	29,831	$	33,137
Purchase Price Allocation:
	Goodwill(1)		$	32,855	$	26,724	$	28,761
	Identifiable intangible assets			1,956		1,671		1,783
	Tangible assets			2,023		1,436		2,593
		Total	$	36,834	$	29,831	$	33,137

(1)  We expect that $25.3 million, $23.1 million and $18.2 million of the goodwill recognized in 2005, 2004 and 2003, respectively, will be fully deductible for income tax purposes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Pet’s Choice, Inc.

      On July 1, 2005, we acquired Pet’s Choice, which operated 46 animal hospitals located in five states as of the acquisition date. This acquisition allowed us to expand our animal hospital operations in five states, particularly Texas and Washington. Our consolidated financial statements reflect the operating results of Pet’s Choice since July 1, 2005.

      As of December 31, 2005, we had not finalized the purchase price accounting for the Pet’s Choice acquisition, as we have not received final invoices from professional service providers and the valuation of certain tax assets and liabilities has not been finalized. All of these items could result in a change to the total purchase price.

      The total consideration as of December 31, 2005, was $78.9 million, consisting of: $51.1 million in cash paid to holders of Pet’s Choice stock and debt; $14.1 million in assumed debt; $9.5 million in assumed liabilities; $2.9 million of operating leases whose terms were in excess of market; $833,000 paid for professional and other outside services; and $464,000 paid as part of our plan to close the Pet’s Choice corporate office and terminate certain employees. The $78.9 million consideration was allocated as follows: $57.8 million to goodwill; $266,000 to identifiable intangible assets; and $20.8 million to tangible assets, including real estate in the amount of $1.2 million and buildings held under capital leases of $6.3 million. We expect that $21.8 million of the goodwill recognized will be fully deductible for income tax purposes.

      The $266,000 of acquired identifiable intangible assets have a weighted-average useful life of approximately 3 years. The intangible assets that make up that amount include covenants not-to-compete of $5,000 (5-year weighted-average useful life) and client lists of $261,000 (3-year weighted-average useful life).

      In 2005, we incurred other integration costs of $1.2 million. These integration costs were expensed as incurred and are included in corporate selling, general and administrative expense.

National PetCare Centers, Inc.

      On June 1, 2004, we acquired NPC, which operated 67 animal hospitals located in 11 states as of the merger date. This merger allowed us to expand our animal hospital operations in nine states, particularly California and Texas, and to expand into two new states, Oregon and Oklahoma. Our consolidated financial statements reflect the operating results of NPC since June 1, 2004.

      The total consideration for this acquisition was $89.2 million, consisting of: $66.2 million in cash paid to holders of NPC stock and debt; $2.5 million in assumed debt; $11.6 million in assumed liabilities; $4.5 million of operating leases whose terms were in excess of market; $2.0 million paid for professional and other outside services; and $2.4 million paid as part of our plan to close certain facilities and terminate certain employees. The $89.2 million consideration was allocated as follows: $71.6 million to goodwill; $1.4 million to identifiable intangible assets; and $16.2 million to tangible assets, including real estate in the amount of $5.0 million. We expect that $30.0 million of the goodwill recognized will be fully deductible for income tax purposes.

      The $1.4 million of acquired identifiable intangible assets have a weighted-average useful life of approximately 5 years. The intangible assets that make up that amount include covenants not-to-compete of $1.3 million (5-year weighted-average useful life) and client lists of $155,000 (3-year weighted-average useful life).

      In 2004, we incurred other integration costs of $1.4 million. These integration costs were expensed as incurred and are included in corporate selling, general and administrative expense.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Sound Technologies, Inc.

      On October 1, 2004, we acquired STI, a supplier of ultrasound and digital radiography equipment, related computer hardware, software and services to the veterinary industry. The acquisition of STI provides us the opportunity to sell digital imaging equipment, which we believe is an emerging and dynamic segment within the animal healthcare industry. Under the terms of the purchase agreement, we may be obligated to pay after December 31, 2005, up to $2.0 million of additional purchase price if certain performance targets are met. Our consolidated financial statements reflect the operating results of STI since October 1, 2004.

      The total consideration, excluding the $2.0 million contingent obligation described above, was $30.9 million, consisting of: $23.9 million in cash paid to holders of STI stock, including additional consideration of $1.5 million paid in 2005; $1.1 million in assumed debt; $5.5 million in assumed liabilities; and $380,000 paid for professional and other outside services. The $30.9 million consideration was allocated as follows: $18.8 million to goodwill; $4.7 million to identifiable intangible assets; and $7.4 million to tangible assets. We expect that $389,000 of the goodwill recognized will be fully deductible for income tax purposes.

      The $4.7 million of acquired identifiable intangible assets have a weighted-average useful life of approximately 5 years. The intangible assets that make up that amount include non-contractual customer relationships of $1.8 million (5-year weighted-average useful life), technology of $1.3 million (4-year weighted-average useful life), covenants not-to-compete of $720,000 (5-year weighted-average useful life), trademarks of $560,000 (10-year weighted-average useful life) and contracts of $397,000 (4-year weighted-average useful life).

Partnership Interests

      We purchased the ownership interests in certain partially-owned subsidiaries of our company from partners of these subsidiaries. The following table summarizes the consideration paid by us and the amount of goodwill recorded for these acquisitions (in thousands):

			2005		2004		2003
Consideration:
	Cash		$	568	$	922	$	244
	Notes payable and other liabilities assumed			399		220		763
		Total	$	967	$	1,142	$	1,007
Goodwill recorded(1)			$	709	$	846	$	295

(1)  We expect that the goodwill recorded will be fully deductible for income tax purposes.

Other Acquisition Payments

      We paid $1.2 million, $921,000 and $1.8 million in 2005, 2004 and 2003, respectively, to sellers for the unused portion of holdbacks. See Note 9.d., Holdbacks, for additional information.

      In June 2004, we paid $2.3 million to settle the remaining obligation to a seller in connection with a prior year acquisition.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      We paid $665,000 and $325,000 in 2005 and 2004, respectively, for earn-out targets that were met. We recorded goodwill in the same amount as the earn-out payments, which we expect will be fully deductible for tax purposes. See Note 9.c., Earn-out Payments, for additional information.

Pro Forma Information

      The following unaudited pro forma financial information presents the combined results of operations for our company and the companies we acquired in 2005 as if those acquisitions had occurred as of the beginning of the years presented. The unaudited pro forma financial information is not necessarily indicative of what our consolidated results of operations would have been had we completed the acquisitions at the beginning of each year. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of our company.

	For the Years Ended
	December 31,
	2005		2004
	(In thousands, except per
	share amount)
	(Unaudited)
Revenue	$	893,076	$	782,397
Net income available to common stockholders	$	66,426	$	66,116
Basic earnings per share	$	0.81	$	0.81
Diluted earnings per share	$	0.79	$	0.79
Shares used for computing basic earnings per share		82,439		81,794
Shares used for computing diluted earnings per share		83,996		83,361

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5. Long-Term Obligations

      Long-term obligations consisted of the following at December 31, 2005 and 2004 (in thousands):

		2005			2004
Revolving credit facility	Revolving line of credit, maturing in 2010 for the revolving line of credit outstanding at December 31, 2005, and maturing in 2006 for the revolving line of credit outstanding at December 31, 2004, secured by assets, variable interest rates	$	—		$	—
Senior term notes	Notes payable, maturing in 2011, secured by assets, variable interest rates (weighted average interest rate of 4.9% in 2005)		436,613			—
Senior term notes	Notes payable, maturing in 2008, secured by assets, variable interest rates (weighted average interest rate of 4.1% in 2004)		—			223,313
9.875% senior subordinated notes	Notes payable, maturing 2009, unsecured, fixed interest rate of 9.875%		—			170,000
Secured seller notes	Notes payable, various maturities through 2011, secured by assets and stock of certain subsidiaries, various interest rates ranging from 7.5% to 10.9%		3,140			2,582
Unsecured debt	Notes payable, various maturities through 2009, various interest rates ranging from 2.0% to 9.7%		134			576
	Total debt obligations		439,887			396,471
	Capital lease obligations		12,825			418
			452,712			396,889
	Less — current portion		(5,884	)		(6,043	)
		$	446,828		$	390,846

      The annual aggregate scheduled maturities of our long-term obligations for the five years subsequent to December 31, 2005 are presented below (in thousands):

2006		$	5,884
2007			6,788
2008			5,602
2009			5,346
2010			5,455
Thereafter			423,637
	Total	$	452,712

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Senior Credit Facility

      At January 1, 2003, we had $167.3 million in principal amount of senior term notes. In August 2003, we refinanced our senior credit facility to replace the existing senior term notes in the principal amount of $166.4 million with an interest rate margin of 3.00% with $20.0 million of cash on-hand and new senior term notes in the principal amount of $146.4 million with an interest rate margin of 2.50%. In connection with this transaction, we paid financing costs of $727,000 and recognized debt retirement costs of $1.7 million.

      In June 2004, we amended and restated our senior credit facility to replace the existing senior term notes in the principal amount of $145.3 million with an interest rate margin of 2.50% with new senior term notes in the principal amount of $225.0 million with an interest rate margin of 2.25%. The additional borrowings were used to fund the NPC merger, which we discuss above in Note 4., Acquisitions. In connection with this transaction, we paid financing costs of $794,000 and recognized debt retirement costs of $810,000.

      In December 2004, we amended and restated our senior credit facility to replace the existing senior term notes in the principal amount of $223.9 million with an interest rate margin of 2.25% with new senior term notes in the same principal amount with an interest rate margin of 1.75%. In connection with this transaction, we paid financing costs of $279,000 and recognized debt retirement costs of $70,000.

      In May 2005, we entered into a new senior credit facility with various lenders for $550.0 million of senior secured credit facilities with Goldman Sachs Credit Partners, L.P. as the syndication agent and Wells Fargo Bank, N.A. as the administrative agent. The senior credit facility includes $475.0 million of senior term notes and a $75.0 million revolving credit facility. The funds borrowed under the new senior term notes were used to retire our existing senior term notes in the principal amount of $220.3 million and our 9.875% senior subordinated notes in the principal amount of $170.0 million. In connection with entering into the new senior credit facility and repaying our existing senior term notes, we paid financing costs of $2.8 million and recognized debt retirement costs of $2.0 million. The new senior term notes also provided the necessary financing to acquire Pet’s Choice, which is discussed in Note 4., Acquisitions.

      The new revolving credit facility allows us to borrow up to an aggregate principal amount of $75.0 million and may be used to borrow, on a same-day notice under a swing line, the lesser of $5.0 million or the aggregate unused amount of the revolving credit facility then in effect. At December 31, 2005, we had no borrowings outstanding under our revolving credit facility.

      In August 2005, we prepaid $35.0 million of our senior term notes.

      Interest Rate on Senior Term Notes. In general, borrowings under our senior credit facility bear interest, at our option, on either:

•  the base rate (as defined below) plus a margin of 2.00% per annum for the senior term notes existing from January 2003 and August 2003, a margin of 1.50% per annum for the senior term notes existing from August 2003 to June 2004, a margin of 1.25% per annum for the senior term notes existing from June 2004 to December 2004, a margin of 0.75% per annum for the senior term notes existing from December 2004 to May 2005 and a margin of 0.50% per annum for the senior term notes existing since May 2005; or

•  the adjusted Eurodollar rate (as defined below) plus a margin of 3.00% per annum for the senior term notes existing from January 2003 and August 2003, a margin of 2.50% per annum for the senior term notes existing from August 2003 to June 2004, a margin of 2.25% per annum for the senior term notes existing from June 2004 to December 2004, a margin of 1.75% per annum for the senior term notes existing from December 2004 to May 2005 and a margin of 1.50% per annum for the senior term notes existing since May 2005.

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      Interest Rate on Revolving Credit Facility. In general, borrowings under our revolving credit facility bear interest, at our option, on either:

•  the base rate (as defined below) plus a margin, as defined in the senior credit facility based on our leverage ratio, ranging from 1.00% to 2.25% per annum for the revolving credit facility existing from January 2003 to December 2004, a margin of 0.50% per annum for the revolving credit facility existing from December 2004 to December 2005; or

•  the adjusted Eurodollar rate (as defined below) plus a margin, as defined in the senior credit facility based on our leverage ratio, ranging from 2.00% to 3.25% per annum for the revolving credit facility existing from January 2003 to December 2004, a margin of 1.50% per annum for the revolving credit facility existing from December 2004 to December 2005.

      Swing line borrowings bear interest at the base rate (as defined below), plus the same margin applicable to the revolving credit facility (as detailed above).

      The base rate is the higher of (a) Wells Fargo’s prime rate or (b) the Federal funds rate plus 0.5%. The adjusted Eurodollar rate is defined as the rate per annum obtained by dividing (1) the rate of interest offered to Wells Fargo on the London interbank market by (2) a percentage equal to 100% minus the stated maximum rate of all reserve requirements applicable to any member bank of the Federal Reserve System in respect of “Eurocurrency liabilities.”

      The revolving credit facility has a commitment fee equal to 0.50% per annum on the unused portion of the commitment fee or 0.375% per annum when the unused commitment is less than or equal to 50.0%.

      Maturity and Principal Payments. The revolving credit facility matures on May 16, 2010. The senior term notes mature on May 16, 2011. Principal payments on the revolving credit facility are made at our discretion with the entire unpaid amount due at maturity. The remaining principal payments on the senior term notes are paid quarterly with the annual aggregate scheduled maturities as follows (in thousands):

	2006	2007	2008	2009	2010	2011
Senior term notes	$4,399	$4,399	$4,399	$4,399	$4,399	$414,618

      Pursuant to the terms of the senior credit facility, mandatory prepayments are due on the senior term notes equal to 75% of any excess cash flow at the end of each fiscal year. Excess cash flow is defined as earnings before interest, taxes, depreciation and amortization less voluntary and scheduled debt repayments, capital expenditures, interest payable in cash, taxes payable in cash and cash paid for acquisitions. These payments reduce on a pro rata basis the remaining scheduled principal payments. At December 31, 2005, we determined that our excess cash flow did not exceed the defined amount. All outstanding indebtedness under the senior credit facility may be voluntarily prepaid in whole or in part without premium or penalty.

      Guarantees and Security. We and each of our wholly-owned subsidiaries guarantee the outstanding debt under the senior credit facility. These borrowings, along with the guarantees of the subsidiaries, are further secured by substantially all of our consolidated assets. In addition, these borrowings are secured by a pledge of substantially all of the capital stock, or similar equity interests, of our wholly-owned subsidiaries.

      Debt Covenants. The senior credit facility contains certain financial covenants pertaining to fixed charge coverage and leverage ratios. In addition, the senior credit facility has restrictions pertaining to capital expenditures, acquisitions and the payment of cash dividends on all classes of stock. At December 31, 2005, we had a fixed charge coverage ratio of 1.63 to 1.00, which was in compliance with the required ratio of no less than 1.20 to 1.00, and a leverage ratio of 2.48 to 1.00, which was in compliance with the required ratio of no more than 3.25 to 1.00.

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9.875% Senior Subordinated Notes

      At January 1, 2003, we had $170.0 million in principal amount of 9.875% senior subordinated notes due 2009 with Chase Manhattan Bank and Trust Company, N.A., as trustee.

      In May 2005, we redeemed $170.0 million, the entire principal amount, of our 9.875% senior subordinated notes. In connection with prepaying our 9.875% senior subordinated notes, we paid financing costs and a tender fee of $505,000 and $13.8 million, respectively, and recognized debt retirement costs of $17.3 million.

      Interest Rate. Interest was payable semi-annually in arrears on June 1 and December 1, commencing on June 1, 2002. Interest was computed on the basis of a 360-day year comprised of twelve 30-day months at the rate of 9.875% per annum.

      Guarantee. The 9.875% senior subordinated notes were general, unsecured obligations owed by us. They were subordinated in right of payment to all existing and future debt incurred under the senior credit facility. They were unconditionally guaranteed on a senior subordinated basis by us and our wholly-owned subsidiaries.

15.5% Senior Notes

      At January 1, 2003, we had $38.1 million in principal amount of 15.5% senior notes due 2010 pursuant to an indenture dated September 20, 2000 with Chase Manhattan Bank and Trust Company, N.A., as trustee.

      In February 2003, we sold 3.8 million shares of our common stock at an issue price of $15.25 per common share. Approximately $42.7 million of the $54.3 million in net proceeds received were used to redeem the entire principal amount of our 15.5% senior notes at a redemption price of 110% of the principal amount, plus accrued and unpaid interest. In connection with this transaction, we paid financing costs of $382,000 and recognized debt retirement costs of $7.4 million.

      Interest Rate and Discounts. Interest on the 15.5% senior notes was payable semi-annually in arrears at the rate of 15.5% per annum; provided that on any semi-annual interest payment date prior to September 20, 2005, the Company had the option to pay all or any portion of the interest payable on said date by issuing additional 15.5% senior notes in a principal amount equal to the interest. The Company issued an aggregate of $25.9 million in principal amount of additional 15.5% senior notes to pay interest since the issue date.

      The 15.5% senior notes had an effective interest rate of 17.5% during the year ended December 31, 2003.

      Guarantee. The 15.5% senior notes were general, unsecured and unsubordinated obligations that were not guaranteed by our operating company and its wholly-owned subsidiaries, nor was our operating company and its wholly-owned subsidiaries an obligor of these notes.

Fair Value of Our Debt

      The following disclosure of the estimated fair value of our debt is made in accordance with the requirements of SFAS No. 107, Disclosures about Fair Value of Financial Instruments. We used available market information and appropriate valuation methodologies to determine the estimated fair value amounts. Considerable judgment is required to develop the estimates of fair value, and the estimates

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provided herein are not necessarily indicative of the amounts that could be realized in a current market exchange. The following table is as of December 31, 2005 and 2004 (in thousands):

	2005			2004
	Carrying			Carrying
	Amount	Fair Value		Amount	Fair Value
Fixed-rate long-term debt	$3,274	$	3,274	$173,158	$	182,345
Variable-rate long-term debt	$436,613	$	436,613	$223,313	$	223,315

      The estimated fair value of our fixed-rate long-term debt at December 31, 2004 was based on market value or LIBOR plus an estimated spread at December 31, 2004 for similar securities with similar remaining maturities. We believe the carrying value of our fixed-rate long-term debt at December 31, 2005 is a reasonable estimate of fair value. We also believe the carrying value of our variable-rate long-term debt at December 31, 2005 and 2004 is a reasonable estimate of fair value due to the fact we refinanced our variable-rate long-term debt in 2005 and 2004.

Derivative Instruments

      We use a variety of interest rate hedging contracts to mitigate our exposure to increasing interest rates as well as to maintain an appropriate mix of fixed-rate and variable-rate debt. If we determine that contracts are effective at meeting our risk reduction and correlation criteria, we account for them using hedge accounting. Under hedge accounting, we recognize the effective portion of changes in the fair value of the contracts in other comprehensive income and the ineffective portion in earnings. If we determine that contracts do not, or no longer, meet our risk reduction and correlation criteria, we account for them under a fair-value method recognizing changes in the fair value in earnings in the period of change. If we determine that a contract no longer meets our risk reduction and correlation criteria, we recognize in earnings any accumulated balance in other comprehensive income related to this contract in the period of determination. For swap agreements accounted for under hedge accounting, we assess the effectiveness based on changes in their intrinsic value with changes in the time value portion of the contract reflected in earnings. All cash payments made or received under the contracts are recognized in interest expense.

      We have entered into swap agreements whereby we pay to the counterparties amounts based on fixed interest rates and set notional principal amounts in exchange for the receipt of payments from counterparties based on current LIBOR and the same set notional principal amounts. A summary of these agreements is as follows:

	Swap Agreements
Fixed interest rate	2.22%	1.72%	1.51%	4.07%	3.98%	3.94%
Notional amount	$40.0 million	$20.0 million	$20.0 million	$50.0 million	$50.0 million	$50.0 million
Effective date	11/29/2002	5/30/2003	5/30/2003	5/26/2005	6/2/2005	6/30/2005
Expiration date	11/29/2004	5/31/2005	5/31/2005	5/26/2008	5/31/2008	6/30/2007
Counterparties	Wells Fargo	Wells Fargo	Goldman Sachs	Goldman Sachs	Wells Fargo	Wells Fargo
Qualifies for hedge
accounting(1)	No	No	Yes	Yes	Yes	Yes

(1)  The swap agreements with a fixed interest rate of 2.22% and 1.72% were no longer considered effective as of May 2003 and March 2004, respectively. These swap agreements were initially considered to be cash flow hedging instruments; however, we later determined that they were no longer effective tools for mitigating interest rate risk within an acceptable degree of variance because the current interest rate environment was materially different than our projections at the inception of the contracts. As a result of this determination, these swap agreements no longer qualified for hedge accounting.

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      The following table summarizes our cash payments and unrealized gains recognized as a result of our interest rate hedging agreements (in thousands):

	2005		2004		2003
Cash paid(1)	$	72	$	398	$	515
Recognized gain(2)	$	122	$	338	$	118

(1)	These payments are included in interest expense in our consolidated income statements.
(2)	These recognized gains are included in other income in our consolidated income statements.

      The valuations of our swap agreements were determined by the counterparties based on fair market valuations for similar agreements. The fair market value of our swap agreements resulted in assets of $2.2 million and $178,000 at December 31, 2005 and 2004, respectively. These amounts are included in prepaid expenses and other in our accompanying consolidated balance sheets.

6. Redeemable Preferred Stocks

      Our Amended and Restated Certificate of Incorporation authorizes the issuance of up to 11,000,000 shares of preferred stock with a par value of $0.001 per share. At December 31, 2005 and 2004, we had no preferred stock outstanding.

7. Common Stock

      Our Amended and Restated Certificate of Incorporation authorizes the issuance of up to 175,000,000 shares of common stock with a par value of $0.001 per share. At December 31, 2005 and 2004, we had 82,758,934 and 82,191,382, respectively, common shares outstanding.

Public Offering

      In February 2003, we completed an offering of 7,600,000 primary shares of our common stock in exchange for net proceeds of approximately $54.3 million. Approximately $42.7 million of the net proceeds were used to redeem the entire principal amount of our 15.5% senior notes at a redemption price of 110% of the principal amount, plus accrued and unpaid interest.

Dividends

      On August 25, 2004, we effected a two-for-one stock split in the form of a 100% stock dividend payable to stockholders of record as of August 11, 2004. All share and per share information included in this document have been restated to reflect the effect of the stock dividend.

      We have not paid cash dividends on our common stock and we do not anticipate paying cash dividends in the foreseeable future. In addition, the senior credit facility and the indenture governing the outstanding senior subordinated notes place limitations on the ability to pay cash dividends or make other distributions in respect of the common stock. Any future determination as to the payment of dividends will depend on our results of operations, financial condition, capital requirements and other factors deemed relevant by our Board of Directors, including the General Corporation Law of the State of Delaware, which provides that dividends are only payable out of surplus or current net profits.

8. Stock-Based Compensation Plans

      All of the outstanding stock options at December 31, 2005 issued under our 1996 Stock Incentive Plan, or the 1996 Plan, have an exercise price of $0.50, vest over periods that range from two to four years and expire in 2010, 10 years from the date of grant. The 1996 Plan was amended in 2001, which provided

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that no additional incentive or nonqualified stock options may be granted. At December 31, 2005, options to purchase 315,444 shares of common stock were outstanding under the 1996 Plan.

      In August 2001, our Board of Directors approved the 2001 Stock Incentive Plan, or the 2001 Plan, that provides for the granting of incentive or nonqualified stock options to directors, officers, employees or consultants of our company. Options granted under the 2001 Plan vest over periods that range from immediate to four years, with the majority vesting over periods from three to four years, and the majority expiring seven or ten years from the date of grant. Those options that vest immediately were issued in 2005 and are discussed in the paragraph below. In 2004, the 2001 Plan was amended to increase the number of shares reserved and authorized for issuance to 7,000,000. At December 31, 2005, options to purchase 5,774,287 shares of our common stock were outstanding under the 2001 Plan.

      In 2005, we issued 1,565,000 options under the 2001 Plan, including 1,365,000 options that vested immediately on the date of grant that include restrictions on the sale of the shares underlying the options.

      The table below summarizes the transactions in our stock option plans (in thousands, except per share amounts):

					Option		Weighted Avg.
					Exercise Price		Exercise Price
		Shares			Per Share		Per Share
Options outstanding at December 31, 2002			3,904			$0.50-$7.00	$	4.99
	Granted		120			$7.48-$7.97	$	7.89
	Exercised		(300	)		$0.50	$	0.50
	Canceled		(38	)		$0.50-$7.00	$	5.58
Options outstanding at December 31, 2003			3,686			$0.50-$7.97	$	5.44
	Granted		2,232			$15.33-$19.40	$	17.55
	Exercised		(762	)		$0.50-$7.00	$	3.83
	Canceled		(50	)		$0.50-$7.00	$	6.13
Options outstanding at December 31, 2004			5,106			$0.50-$19.40	$	10.96
	Granted		1,565			$19.40-$23.68	$	23.14
	Exercised		(568	)		$0.50-$19.25	$	5.66
	Canceled		(13	)		$7.00-$16.11	$	13.88
Options outstanding at December 31, 2005			6,090			$0.50-$23.68	$	14.58

      The following table summarizes information about the options outstanding at December 31, 2005 (in thousands, except per share amounts):

Options Outstanding							Options Exercisable
			Weighted Avg.
			Remaining						Weighted Avg.
	Number		Contractual		Weighted Avg.		Number		Exercise
Exercise Price	Outstanding		Life		Exercise Price		Exercisable		Price
$0.50		315		4.7	$	0.50		315	$	0.50
$6.26-$7.97		2,038		6.9	$	7.01		1,626	$	6.99
$15.33-$23.68		3,737		5.7	$	19.90		2,684	$	21.29

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9. Commitments and Contingencies

      a. Leases

      We operate many of our animal hospitals from premises that are leased under operating leases with terms, including renewal options, ranging from five to 35 years. Certain leases include fair-value purchase options that can be exercised at our discretion at various times within the lease terms.

      The future minimum lease payments on operating leases at December 31, 2005, including renewal option periods, are as follows (in thousands):

2006		$	28,617
2007			28,539
2008			28,115
2009			27,418
2010			26,867
Thereafter			372,710
	Total	$	512,266

      Rent expense totaled $27.5 million, $21.1 million, and $16.4 million in 2005, 2004, and 2003, respectively. Rental income totaled $546,000, $428,000, and $367,000 in 2005, 2004, and 2003, respectively.

     b. Purchase Commitments

      Under the terms of certain purchase agreements, we have aggregate commitments to purchase approximately $51.8 million of products and services through 2011.

     c. Earn-out Payments

      We have contractual arrangements in connection with certain acquisitions, whereby additional cash may be paid to former owners of acquired companies upon attainment of specified financial criteria as set forth in the respective agreements. The amount to be paid cannot be determined until the earn-out periods expire and the attainment of criteria is established. If the specified financial criteria are attained, we will be obligated to make cash payments of $2.2 million in 2006.

     d. Holdbacks

      In connection with certain acquisitions, we withheld a portion of the purchase price, or the holdback, as security for indemnification obligations of the sellers under the acquisition agreement. The amounts withheld are typically payable within a 12-month period. The total outstanding holdbacks at December 31, 2005 and 2004, were $1.8 million and $1.1 million, respectively, and are included in other accrued liabilities.

     e. Officers’ Compensation

      Each of our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer has entered into employment agreements with our company. The agreements also provide for annual bonuses based on annual performance goals to be set by our compensation committee of the Board of Directors.

      As of any given date, unless any of those agreements are sooner terminated pursuant to their respective provisions, the Chief Executive Officer has five years remaining under the term of his

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employment agreement, the Chief Operating Officer has three years remaining under the term of his employment agreement, and the Chief Financial Officer has two years remaining under the term of his employment agreement. In addition, these employment agreements provide for certain payments in the event an officer’s employment with our company is terminated.

      In the event any of these officers’ employment is terminated due to death or disability, each officer, or their estate, is entitled to receive the remaining base salary during the remaining scheduled term of his employment agreement, the acceleration of the vesting of his options, which options shall remain exercisable for the full term, and the right to continue receiving specified benefits and perquisites.

      In the event any of these officers terminate their employment agreements for cause, we terminate any of their employment agreements without cause or a change of control occurs (in which case such employment agreements terminate automatically), each officer is entitled to receive the remaining base salary during the remaining scheduled term of his employment agreement, an amount based on past bonuses, the acceleration of the vesting of his options, which options shall remain exercisable for the full term, and the right to continue receiving specified benefits and perquisites.

      In the event of a change of control, in which case all of these employment agreements would terminate simultaneously, collective cash payments would be made to these officers. In addition, if any of the amounts payable to these officers under these provisions constitute “excess parachute payments” under the Internal Revenue Code, each officer is entitled to an additional payment to cover the tax consequences associated with excess parachute payments.

      Our Senior Vice President of Development’s employment agreement expired September 2004 and his employment with us continues at-will. Pursuant to a letter agreement between our Senior Vice President and our company, in the event our Senior Vice President’s employment is terminated for any reason other than cause, that officer is entitled to receive an amount equal to one year’s base salary in effect at the date of termination and the right to continue receiving specified benefits and perquisites. Our Senior Vice President’s cash bonus is within the discretion of our Compensation Committee.

f.     Other Contingencies

      We have certain contingent liabilities resulting from litigation and claims incident to the ordinary course of our business. We believe that the probable resolution of such contingencies will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

10. Write-Down and Loss on Sale of Assets

      The following table summarizes our activities related to the write-down and loss on sale of assets (in thousands):

		2005			2004			2003
Carrying value of assets sold and written off		$	2,143		$	436		$	1,208
Cash received			(1,702	)		(377	)		(547	)
Other consideration received			—			—			(71	)
	Write-down and loss on sale of assets	$	441		$	59		$	590

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11. Income Taxes

      The provision for income taxes is comprised of the following (in thousands):

		2005		2004		2003
Federal:
	Current	$	29,197	$	29,021	$	17,036
	Deferred		7,539		6,416		7,528
			36,736		35,437		24,564
State:
	Current		5,941		6,739		4,485
	Deferred		1,436		875		1,328
			7,377		7,614		5,813
		$	44,113	$	43,051	$	30,377

      The net deferred income tax assets (liabilities) at December 31, 2005 and 2004 is comprised of (in thousands):

			2005			2004
Current deferred income tax assets:
	Accounts receivable		$	3,045		$	3,012
	State taxes			1,709			1,442
	Other liabilities and reserves			5,211			4,956
	Start-up costs			65			66
	Other assets			120			478
	Inventory			822			1,518
		Total current deferred income tax assets, net	$	10,972		$	11,472
Non-current deferred income tax (liabilities) assets:
	Net operating loss carryforwards		$	12,910		$	2,217
	Write-down of assets			1,226			1,256
	Start-up costs			336			344
	Other assets			6,293			4,616
	Intangible assets			(43,451	)		(35,802	)
	Property and equipment			(1,105	)		(1,921	)
	Unrealized loss on investments			1,967			2,043
	Valuation allowance			(8,979	)		(4,267	)
		Total non-current deferred income tax liabilities, net	$	(30,803	)	$	(31,514	)

      Under the Tax Reform Act of 1986, the utilization of Federal net operating loss, or NOL, carryforwards to reduce taxable income will be restricted under certain circumstances. Events that cause such a limitation include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. We believe that some of our acquisitions caused such a change of ownership and, accordingly, utilization of the NOL carryforwards may be limited in future years. Accordingly, the valuation allowance is principally related to subsidiaries’ NOL carryforwards as well as certain investment related expenditures where the realization of this benefit is uncertain at this time.

      At December 31, 2005, we had Federal NOL carryforwards of approximately $35.3 million, comprised mainly of NOL carryforwards acquired in the past. We expect to utilize substantially all of these loss carryforwards. These NOLs expire at various dates through 2025.

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      A reconciliation of the provision for income taxes to the amount computed at the Federal statutory rate is as follows:

	2005			2004			2003
Federal income tax at statutory rate		35.0	%		35.0	%		35.0	%
Effect of amortization of intangibles		—			0.1			0.3
State taxes, net of Federal benefit		4.3			5.2			5.7
Effect of change in state tax rate and other		(0.1	)		0.2			—
Additional federal taxes		—			—			1.6
Litigation charges		—			(0.4	)		—
Valuation allowance		—			—			(1.6	)
Miscellaneous		0.2			0.3			0.2
		39.4	%		40.4	%		41.2	%

12. 401(k) Plan

      In 1992, we established a voluntary retirement plan under Section 401(k) of the Internal Revenue Code. The plan covers all employees with at least six months of employment with our company and provides the annual matching contributions by us at the discretion of our Board of Directors. Our expense for matching contributions to our voluntary retirement plan approximated $1.6 million, $1.3 million, and $683,000 in 2005, 2004 and 2003, respectively.

13. Lines of Business

      As of December 31, 2005, we had four reportable segments: Laboratory, Animal Hospital, Medical Technology and Corporate. These segments are strategic business units that have different products, services and/or functions. The segments are managed separately because each is a distinct and different business venture with unique challenges, rewards and risks. The Laboratory segment provides diagnostic laboratory testing services for veterinarians, both associated with our animal hospitals and those independent of us. The Animal Hospital segment provides veterinary services for companion animals and sells related retail and pharmaceutical products. The Medical Technology segment sells ultrasound and digital radiography equipment, related computer hardware, software and ancillary services to the veterinary market. The Corporate segment provides selling, general and administrative support services for the other segments. We acquired our Medical Technology segment on October 1, 2004 and therefore do not have operating results for periods prior to that date.

      The accounting policies of our segments are the same as those described in the summary of significant accounting policies included in Note 2., Summary of Significant Accounting Policies. We evaluate the performance of our segments based on gross profit. For purposes of reviewing the operating performance of the segments, all intercompany sales and purchases are accounted for as if they were transactions with independent third parties at current market prices.

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VCA ANTECH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following is a summary of certain financial data for each of our segments (in thousands):

				Animal		Medical					Intercompany
		Laboratory		Hospital		Technology		Corporate			Eliminations			Total
2005
External revenue		$	203,595	$	607,565	$	28,506	$	—		$	—		$	839,666
Intersegment revenue			18,469		—		1,824		—			(20,293	)		—
	Total revenue		222,064		607,565		30,330		—			(20,293	)		839,666
Direct costs			123,138		489,326		20,897		—			(19,562	)		613,799
	Gross profit		98,926		118,239		9,433		—			(731	)		225,867
Selling, general and administrative expense			13,993		16,224		9,033		26,935			—			66,185
Write-down and loss on sale of assets			5		434		—		2			—			441
	Operating income (loss)	$	84,928	$	101,581	$	400	$	(26,937	)	$	(731	)	$	159,241
Depreciation and amortization		$	3,954	$	12,457	$	1,312	$	1,676		$	(64	)	$	19,335
Capital expenditures		$	8,409	$	16,528	$	696	$	4,404		$	(828	)	$	29,209
Total assets at December 31, 2005		$	146,902	$	614,492	$	47,114	$	90,977		$	(2,412	)	$	897,073
2004
External revenue		$	186,976	$	481,023	$	6,090	$	—		$	—		$	674,089
Intersegment revenue			13,465		—		—		—			(13,465	)		—
	Total revenue		200,441		481,023		6,090		—			(13,465	)		674,089
Direct costs			112,661		387,477		3,885		—			(13,465	)		490,558
	Gross profit		87,780		93,546		2,205		—			—			183,531
Selling, general and administrative expense			12,660		12,761		1,842		20,994			—			48,257
Loss on sale of assets			1		58		—		—			—			59
	Operating income (loss)	$	75,119	$	80,727	$	363	$	(20,994	)	$	—		$	135,215
Depreciation and amortization		$	3,482	$	10,502	$	289	$	1,542		$	—		$	15,815
Capital expenditures		$	7,392	$	14,561	$	195	$	1,806		$	—		$	23,954
Total assets at December 31, 2004		$	136,810	$	503,485	$	35,198	$	67,817		$	(1,210	)	$	742,100
2003
External revenue		$	168,625	$	376,040	$	—	$	—		$	—		$	544,665
Intersegment revenue			10,187		—		—		—			(10,187	)		—
	Total revenue		178,812		376,040		—		—			(10,187	)		544,665
Direct costs			103,026		302,014		—		—			(10,187	)		394,853
	Gross profit		75,786		74,026		—		—			—			149,812
Selling, general and administrative expense			11,431		10,329		—		16,942			—			38,702
Write-down and loss on sale of assets			151		319		—		120			—			590
	Operating income (loss)	$	64,204	$	63,378	$	—	$	(17,062	)	$	—		$	110,520
Depreciation and amortization		$	3,141	$	9,633	$	1,512	$	—		$	—		$	14,286
Capital expenditures		$	3,406	$	10,349	$	—	$	1,678		$	—		$	15,433
Total assets at December 31, 2003		$	131,551	$	374,948	$	—	$	49,064		$	(760	)	$	554,803

74

VCA ANTECH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

14. Subsequent Events

      From January 1, 2006 through March 9, 2006, we acquired eight animal hospitals for an aggregate consideration of $15.8 million, consisting of $14.8 million in cash and the assumption of liabilities of $970,000.

      We are in negotiations to acquire additional hospitals in 2006.

      On January 31, 2006, we voluntarily prepaid $20.0 million of our senior term notes.

      Effective February 17, 2006, we amended our senior credit facility to increase the amount of funds we may use annually for capital expenditures from $40.0 million to $65.0 million and for acquisitions from $50.0 million to $75.0 million.

75

VCA ANTECH, INC. AND SUBSIDIARIES

SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT

VCA ANTECH, INC. (Parent Company)

CONDENSED BALANCE SHEETS

December 31, 2005 and 2004

(In thousands)

			2005		2004
Current assets:
	Cash and cash equivalents		$	—	$	—
		Total current assets		—		—
Other assets:
	Notes receivable, net			3		30
	Investment in subsidiaries			335,817		266,827
		Total assets	$	335,820	$	266,857
Current liabilities:
Intercompany payable			$	27,069	$	34,098
Stockholders’ equity:
	Common stock			83		82
	Additional paid-in capital			258,402		251,412
	Accumulated earnings (deficit)			49,057		(18,759	)
	Accumulated other comprehensive income			1,209		34
	Notes receivable from stockholders			—		(10	)
		Total stockholders’ equity		308,751		232,759
		Total liabilities and stockholders’ equity	$	335,820	$	266,857

76

VCA ANTECH, INC. AND SUBSIDIARIES

SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT — (Continued)

VCA ANTECH, INC. (Parent Company)

CONDENSED STATEMENTS OF INCOME

For the years ended December 31, 2005, 2004 and 2003

(In thousands)

		2005			2004			2003
Revenue		$	—		$	—		$	—
Direct costs			—			—			—
	Gross profit		—			—			—
Selling, general and administrative expense			—			—			—
Write-down and loss on sale of assets			—			—			—
	Operating income		—			—			—
Interest (income) expense, net			(1	)		(3	)		523
Debt retirement costs			—			—			7,417
Other income			—			—			—
Equity interest in income of subsidiaries			67,815			63,570			48,108
	Income before minority interest and provision for income taxes		67,816			63,573			40,168
Minority interest in income of subsidiaries			—			—			—
	Income before provision for income taxes		67,816			63,573			40,168
Provision for income taxes			—			1			(3,255	)
	Net income	$	67,816		$	63,572		$	43,423

77

VCA ANTECH, INC. AND SUBSIDIARIES

SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT — (Continued)

VCA ANTECH, INC. (Parent Company)

CONDENSED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2005, 2004 and 2003

(In thousands)

				2005			2004			2003
Cash flows from operating activities:
	Net income			$	67,816		$	63,572		$	43,423
	Adjustments to reconcile net income to net cash provided by operating activities:
		Equity interest in earnings of subsidiaries			(67,815	)		(63,570	)		(48,108	)
		Amortization of debt costs			—			—			14
		Debt retirement costs			—			—			7,417
		Increase in inventory, prepaid expenses and other assets			—			—			109
		Increase in intercompany receivable			(3,223	)		(2,921	)		(15,132	)
			Net cash used in operating activities		(3,222	)		(2,919	)		(12,277	)
Cash flows provided by (used in) investing activities:
		Other			10			6			(6	)
			Net cash provided by (used in) investing activities		10			6			(6	)
Cash flows provided by financing activities:
		Repayment of long-term obligations, including redemption fees			—			—			(41,808	)
		Payment of financing costs			—			—			(382	)
		Proceeds from issuance of common stock under stock option plans			3,212			2,913			150
		Proceeds from issuance of common stock			—			—			54,323
			Net cash provided by financing activities		3,212			2,913			12,283
Increase (decrease) in cash and cash equivalents					—			—			—
Cash and cash equivalents at beginning of year					—			—			—
Cash and cash equivalents at end of year				$	—		$	—		$	—

78

VCA ANTECH, INC. AND SUBSIDIARIES

SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT — (Continued)

VCA ANTECH, INC. (Parent Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 1. Guarantees

      The borrowings under the senior credit facility are guaranteed by VCA Antech, Inc., or VCA, and its wholly-owned subsidiaries. Vicar Operating, Inc., or Vicar, a wholly-owned subsidiary of VCA, may borrow up to $75.0 million under a revolving line of credit under the senior credit facility. VCA’s guarantee under the senior credit facility is secured by the assets of its wholly-owned subsidiaries in addition to a pledge of capital stock or similar equity interest of its wholly-owned subsidiaries.

      Our senior subordinated notes were general unsecured obligations owed by Vicar. These notes were unconditionally guaranteed on a senior subordinated basis by VCA and its wholly-owned subsidiaries.

      See Note 5., Long-Term Obligations, in our accompanying consolidated financial statements of this annual report on Form 10-K for a five-year schedule of debt maturities.

Note 2. Dividends from Subsidiaries

      For the years ended December 31, 2005, 2004 and 2003, VCA did not receive any cash dividends from its consolidated subsidiaries accounted for by the equity method.

79

VCA ANTECH, INC. AND SUBSIDIARIES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 2005, 2004 and 2003

(In thousands)

	Balance at		Charged to							Balance
	Beginning of		Costs and							at End
	Period		Expenses		Write-offs			Other(1)		of Period
Year ended December 31, 2005 Allowance for uncollectible accounts(2)	$	7,755	$	4,766	$	(3,842	)	$	830	$	9,509
Year ended December 31, 2004 Allowance for uncollectible accounts(2)	$	6,744	$	3,411	$	(3,056	)	$	656	$	7,755
Year ended December 31, 2003 Allowance for uncollectible accounts(2)	$	6,470	$	2,897	$	(2,897	)	$	274	$	6,744

(1)	“Other” changes in the allowance for uncollectible accounts include allowances acquired with animal hospitals and laboratory acquisitions.
(2)	Balance includes allowance for trade accounts receivable and notes receivable.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

      None.

ITEM 9A. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

      As of the end of the period covered by this report, we have carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic reports filed or furnished with the SEC.

Management’s Annual Report on Internal Control Over Financial Reporting

      Our management does not expect that our control system will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

80

      Our management’s report on internal control over financial reporting, and the related report of our independent public accounting firm, are included in our annual report on Form 10-K under Management’s Annual Report on Internal Control Over Financial Reporting and Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting, respectively, and are incorporated by reference.

Changes in Internal Control Over Financial Reporting

      During our most recent fiscal quarter, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

      None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      Information regarding our directors and executive officers will appear in the proxy statement for the 2006 annual meeting of stockholders and is incorporated herein by this reference.

ITEM 11. EXECUTIVE COMPENSATION

      Information regarding executive compensation will appear in the proxy statement for the 2006 annual meeting of stockholders and is incorporated herein by this reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

      Information regarding security ownership of certain beneficial owners and management and related stockholder matters will appear in the proxy statement for the 2006 annual meeting of stockholders and is incorporated herein by this reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Information regarding certain relationships and related transactions will appear in the proxy statement for the 2006 annual meeting of stockholders and is incorporated herein by this reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Information regarding principal accountant fees and services will appear in the proxy statement for the 2006 annual meeting of stockholders and is incorporated herein by this reference.

81

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1)  FINANCIAL STATEMENTS — See Item 8 of this annual report on Form 10-K.

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM — See Item 8 of this annual report on Form 10-K.

(2)	SCHEDULE I — CONDENSED FINANCIAL INFORMATION — See Item 8 of this annual report on Form 10-K.
(3)	SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS — See Item 8 of this annual report on Form 10-K.
(4)	EXHIBITS — See Exhibit Index attached to this annual report on Form 10-K.

82

List of Exhibits

Number			Exhibit Description
	3	.1	Amended and Restated Certificate of Incorporation of Registrant. Incorporated by reference to Exhibit 3.1 to the Registrant’s annual report on Form 10-K filed March 29, 2002.
	3	.2	Certificate of Amendment to the Certificate of Incorporation of Registrant. Incorporated by reference to Exhibit 3.1 to the Registrant’s current report on Form 8-K filed July 16, 2004.
	3	.3	Certificate of Correction to the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Registrant. Incorporated by reference to Exhibit 3.2 to the Registrant’s current report on Form 8-K filed July 16, 2004.
	3	.4	Amended and Restated Bylaws of Registrant. Incorporated by reference to Exhibit 3.4 to the Registrant’s quarterly report on Form 10-Q filed August 6, 2004.
	4	.1	Specimen Certificate for shares of common stock of Registrant. Incorporated by reference to Exhibit 4.9 to Amendment No. 3 to the Registrant’s registration statement on Form S-1 filed November 16, 2001.
	10	.1	Amended and Restated Credit and Guaranty Agreement, dated as of June 1, 2004, by and among Registrant, Vicar Operating, Inc., certain subsidiaries of Registrant as Guarantors, Goldman Sachs Credit Partners L.P., and Wells Fargo Bank, National Association as Administrative and Collateral Agent. Incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K filed June 1, 2004.
	10	.2	Second Amended and Restated Credit and Guaranty Agreement, dated as of December 1, 2004, by and among Registrant, Vicar Operating, Inc., certain subsidiaries of Registrant as Guarantors, Goldman Sachs Credit Partners L.P., and Wells Fargo Bank, National Association as Administrative and Collateral Agent. Incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K filed December 1, 2004.
	10	.3	Credit & Guaranty Agreement, dated as of May 16, 2005, by and among Registrant, Vicar Operating, Inc., certain subsidiaries of Registrant as Guarantors, Goldman Sachs Credit Partners L.P., and Wells Fargo Bank, National Association as Administrative and Collateral Agent. Incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K filed May 18, 2005.
	10	.4	First Amendment to the Credit and Guaranty Agreement, dated as of February 17, 2006, by and among Registrant, Vicar Operating, Inc., certain subsidiaries of Registrant as Guarantors, Goldman Sachs Credit partners L.P., and Wells Fargo Bank, National Association as Administrative and Collateral Agent. Incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K filed February 22, 2006.
	10	.5	Stockholders Agreement, dated as of September 20, 2000, by and among Registrant, Green Equity Investors III, L.P., Co-Investment Funds and Stockholders. Incorporated by reference to Exhibit 4.1 to the Registrant’s registration statement on Form S-1 filed August 9, 2001.
	10	.6	Amendment No. 1 to Stockholders Agreement, dated as of November 27, 2001, by and among Registrant, Green Equity Investors III, L.P., GS Mezzanine Partners II, L.P. and Robert Antin. Incorporated by reference to Exhibit 4.2 to Amendment No. 2 to the Registrant’s registration statement on Form S-1 filed October 31, 2001.
	10	.7	Amendment No. 2 to Stockholders Agreement, dated as of November 27, 2001, by and among Registrant, Green Equity Investors III, L.P., GS Mezzanine Partners II, L.P., Robert L. Antin, Arthur J. Antin and Tomas W. Fuller. Incorporated by reference to Exhibit 4.3 to Amendment No. 1 to the Registrant’s registration statement on Form S-3 filed January 17, 2003.
	10	.8*	Employment Agreement, dated as of November 27, 2001, by and between VCA Antech, Inc. and Robert Antin. Incorporated by reference to Exhibit 10.5 to the registration statement of Vicar Operating, Inc., on Form S-4 filed February 1, 2002.
	10	.9*	Employment Agreement, dated as of November 27, 2001, by and between VCA Antech, Inc. and Arthur J. Antin. Incorporated by reference to Exhibit 10.6 to the registration statement of Vicar Operating, Inc., on Form S-4 filed February 1, 2002.

83

Number			Exhibit Description
	10	.10*	Employment Agreement, dated as of November 27, 2001, by and between VCA Antech, Inc. and Tomas W. Fuller. Incorporated by reference to Exhibit 10.7 to the registration statement of Vicar Operating, Inc., on Form S-4 filed February 1, 2002.
	10	.11*	Letter Agreement, dated as of March 3, 2003, by and between VCA Antech, Inc. and Neil Tauber. Incorporated by reference to Exhibit 10.5 to the Registrant’s annual report on Form 10-K filed March 27, 2003.
	10	.12*	Letter Agreement, dated as of March 9, 2004, by and between VCA Antech, Inc. and Robert L. Antin. Incorporated by reference to Exhibit 10.20 to the Registrant’s annual report on Form 10-K filed March 12, 2004.
	10	.13*	Letter Agreement, dated as of March 9, 2004, by and between VCA Antech, Inc. and Arthur J. Antin. Incorporated by reference to Exhibit 10.21 to the Registrant’s annual report on Form 10-K filed March 12, 2004.
	10	.14*	Letter Agreement, dated as of March 9, 2004, by and between VCA Antech, Inc. and Tomas W. Fuller. Incorporated by reference to Exhibit 10.22 to the Registrant’s annual report on Form 10-K filed March 12, 2004.
	10	.15*	Summary of Board of Directors Compensation. Incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K filed March 13, 2006.
	10	.16*	Summary of Executive Officer Compensation. Incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K filed October 13, 2005.
	10	.17*	Summary of Cash Bonus Plan for Executive Officers. Incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K filed October 13, 2005.
	10	.18	Amended and Restated 1996 Stock Incentive Plan of VCA Antech, Inc. Incorporated by reference to Exhibit 10.9 to Amendment No. 2 to the Registrant’s registration statement on Form S-1 filed October 31, 2001.
	10	.19	2001 Stock Incentive Plan of VCA Antech, Inc. Incorporated by reference to Exhibit 10.10 to Amendment No. 2 to the Registrant’s registration statement on Form S-1 filed October 31, 2001.
	10	.20	Corporate Headquarters Lease, dated as of January 1, 1999, by and between VCA Antech, Inc. and Werner Wolfen, Michael Duritz, Nancy Bruch, Dorothy A. Duritz, Harvey Rosenberg and Judy Rosenberg (Landlords). Incorporated by reference to Exhibit 10.11 to Amendment No. 1 to the Registrant’s registration statement on Form S-1 filed October 15, 2001.
	10	.21	Corporate Headquarters Lease, dated as of June 9, 2004, by and between VCA Antech, Inc. and Martin Shephard, Trustee of the Shephard Family Trust of 1998 (Lessor).
	10	.22	Form of Indemnification Agreement. Incorporated by reference to Exhibit 10.13 to the Registrant’s registration statement on Form S-1 filed August 9, 2001.
	14	.1	Code of Conduct and Business Ethics of the Registrant. Incorporated by reference to Exhibit 14.1 to the Registrant’s annual report on Form 10-K filed March 12, 2004.
	21	.1	Subsidiaries of Registrant.
	23	.1	Consent of Independent Registered Public Accounting Firm.
	24	.1	Power of Attorney (included in signature page).
	31	.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31	.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32	.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*  Management contract or compensatory plan or arrangement.

84

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 9, 2006.

VCA Antech, Inc.

By:  /s/ Tomas W. Fuller

Tomas W. Fuller

Chief Financial Officer, Principal Financial Officer,

Vice President and Secretary

      KNOWN BY ALL PERSONS THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Antin and Tomas W. Fuller, or any one of them, their attorneys-in-fact and agents with full power of substitution and re-substitution, for him and his name, place and stead, in any and all capacities, to sign any or all amendments to this annual report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert L. Antin Robert L. Antin	Chairman of the Board, President and Chief Executive Officer	March 9, 2006
/s/ Tomas W. Fuller Tomas W. Fuller	Chief Financial Officer, Principal Financial Officer, Vice President and Secretary	March 9, 2006
/s/ Dawn R. Olsen Dawn R. Olsen	Principal Accounting Officer, Vice President and Controller	March 9, 2006
/s/ John M. Baumer John M. Baumer	Director	March 9, 2006
/s/ John Heil John Heil	Director	March 9, 2006

85

Signature	Title	Date
/s/ Frank Reddick Frank Reddick	Director	March 9, 2006
/s/ John B. Chickering, Jr. John B. Chickering, Jr.	Director	March 9, 2006
*By: Attorney-in-Fact	Director

86 EX-10.21 2 v18088exv10w21.htm EX-10.21

(AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION LOGO)

STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE — NET
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1. Basic Provisions (“Basic Provisions”).

     1.1 Parties: This Lease (“Lease”), dated for reference purposes only June 9, 2004, is made by and between Martin Shephard, Trustee of the Shephard Family Trust of 1998 (“Lessor”) and VCA Antech, Inc., a Delaware corporation (“Lessee”), (collectively the “Parties”, or individually a “Party”).

     1.2(a) Premises: That certain portion of the Project (as defined below), including all improvements therein or to be provided by Lessor under the terms of this Lease, commonly known by the street address of 12421 W. Olympic Boulevard, located in the City of Los Angeles, County of Los Angeles, State of California, with zip code                                         , as outlined on Exhibit A attached hereto (“Premises”) and generally described as (describe briefly the nature of the Premises): an approximately 17, 576 square foot portion of that certain commercial building located at the above-stated address, subject to verification by Lessee’s architect.

In addition to Lessee’s rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rights to the Common Areas (as defined in Paragraph 2.7 below) as hereinafter specified, but shall not have any rights to the roof, exterior walls or utility raceways of the building containing the Premises (“Building”) or to any other buildings in the Project. The Premises, the Building, the Common Areas, the land upon which they are located, along with all other buildings and improvements thereon, are herein collectively referred to as the “Project”. (See also Paragraph 2)

     1.2(b) Parking: N/A unreserved vehicle parking spaces (“Unreserved Parking Spaces”); and thirty-two (32) reserved vehicle parking spaces (“Reserved Parking Spaces”) at no cost to Lessee. (See also Paragraph 2.6)

     1.3 Term: Nine (9) years and Nine (9) months (“Original Term”) commencing November 1, 2004 (“Commencement Date”) and ending July 31, 2014 (“Expiration Date”). (See also Paragraph 3)

     1.4 Early Possession: June 10, 2004 (“Early Possession Date”).

(See also Paragraphs 3.2 and 3.3)

     1.5 Base Rent: $23,024.56 per month (“Base Rent”), payable on the first (1st) day of each month commencing November 1, 2004. (See also Paragraph 4)

þ If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Addendum

     1.6 Lessee’s Share of Common Area Operating Expenses: Fifty-six and eight-tenths percent (56.8%) (“Lessee’s Share”).

     1.7 Base Rent and Other Monies Paid Upon Execution:

(a) Base Rent: $ N/A for the period                                         .

(b) Common Area Operating Expenses: $ N/A for the period                                         .

(c) Security Deposit: $ 46, 049.12 (“Security Deposit”). (See also Paragraph 5)

(d) Other: $ N/A for                                         .

(e) Total Due Upon Execution of this Lease: $ 46,049.12.

     1.8 Agreed Use: General office and related uses and for any other lawful purpose. (See also Paragraph 6)

     1.9 Insuring Party. Lessor is the “Insuring Party”. (See also Paragraph 8)

     1.10 Real Estate Brokers: (See also Paragraph 15)

          (a) Representation: The following real estate brokers (the “Brokers”) and brokerage relationships exist in this transaction (check applicable boxes):

o                                                                                                      represents Lessor exclusively (“Lessor’s Broker”);

o                                                                                                      represents Lessee exclusively (“Lessee’s Broker”); or

þ CB Richard Ellis represents both Lessor and Lessee (“Dual Agency”).

          (b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in a separate written agreement.

     1.11 Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by N/A (“Guarantor”). (See also Paragraph 37)

     1.12 Addenda and Exhibits. Attached hereto is an Addendum or Addenda consisting of Paragraphs 50 through 55 and Exhibits A, all of which constitute a part of this Lease.

2. Premises.

     2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. Unless otherwise provided herein, any statement of size set forth in this Lease, or that may have been used in calculating Rent, is an approximation which the Parties agree is reasonable and any payments based thereon are not subject to revision whether or not the actual size is more or less.

     2.2 Condition. Lessor shall deliver that portion of the Premises contained within the Building (“Unit”) to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs (“Start Date”), and that the structural elements of the bearing walls and foundation of the Unit shall be free of material defects. If a non-compliance with such warranty exists as of the Start Date, or if one of such elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor’s sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor’s expense. The warranty periods shall be as follows: 12 months as to

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structural elements of the Unit. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be subject to the provisions of Paragraph 7 below. Subject to the foregoing and Paragraph 2.3 below, upon Lessor’s delivery of possession of the Premises to Lessee, Lessee shall accept the Premises in its then existing, as-is condition.

     2.3 Compliance. Lessor warrants that the improvements on the Premises and the Common Areas comply with the building codes that were in effect at the time that each such improvement, or portion thereof, was constructed, and also with all applicable laws, covenants or restrictions of record, regulations, and ordinances in effect on the Start Date (“Applicable Requirements”). Said warranty does not apply to the use to which Lessee will put the Premises or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are appropriate for Lessee’s intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at Lessor’s expense; provided that if Lessee’s improvement or alteration of the Premises or specific use of the Premises triggers any requirement for changes to the Premises, Lessee shall be responsible for such compliance at Lessee’s sole cost and expense. If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Unit, Premises and/or Building, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Unit, Premises and/or Building (“Capital Expenditure”), Lessor and Lessee shall allocate the cost of such work, as follows:

          (a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months’ Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee’s termination notice that Lessor has elected to pay the difference between the actual cost thereof and the amount equal to 6 months’ Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure.

          (b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor and Lessee shall allocate the obligation to pay for the portion of such costs reasonably attributable to the Premises pursuant to the formula set out in Paragraph 7.1(d).

          (c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall be fully responsible for the cost thereof, and Lessee shall not have any right to terminate this Lease.

     2.4 Acknowledgements. Lessee acknowledges that: (a) it has been advised by Lessor and/or Brokers to satisfy itself with respect to the condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee’s intended use, (b) Lessee has made such investigation as it deems necessary with reference to such matters and except as provided in this Lease, assumes all responsibility therefor as the same relate to its occupancy of the Premises, and (c) neither Lessor, Lessor’s agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee’s ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor’s sole responsibility to investigate the financial capability and/or suitability of all proposed tenants.

     2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work.

     2.6 Vehicle Parking. Lessee shall be entitled to use the number of Unreserved Parking Spaces and Reserved Parking Spaces specified in Paragraph 1.2(b) on those portions of the Common Areas designated from time to time by Lessor for parking twenty-four (24) hours per day, three hundred sixty-five (365) days per year. Lessee shall not use more parking spaces than said number. Said parking spaces shall be used for parking by vehicles no larger than full-size passenger automobiles or pick-up trucks, herein called “Permitted Size Vehicles.” Lessor may regulate the loading and unloading of vehicles by adopting Rules and Regulations as provided in Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be parked in the Common Area without the prior written permission of Lessor.

          (a) Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee’s employees, suppliers, shippers, customers, contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such activities.

          (b) Lessee shall not service or store any vehicles in the Common Areas.

          (c) If Lessee permits or allows any of the prohibited activities described in this Paragraph 2.6, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor. See Addendum

     2.7 Common Areas — Definition. The term “Common Areas” is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project and interior utility raceways and installations within the Unit that are provided and designated by the Lessor from time to time for the general non-exclusive use of Lessor, Lessee and other tenants of the Project and their respective employees, suppliers, shippers, customers, contractors and invitees, including parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas.

     2.8 Common Areas — Lessee’s Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the non-exclusive right to use, in common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under the terms of any rules and regulations or restrictions governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permitted only by the prior written consent of Lessor or Lessor’s designated agent, which consent may be revoked at any time. In the event that any unauthorized storage shall occur then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.

     2.9 Common Areas — Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to establish, modify, amend and enforce reasonable rules and regulations (“Rules and Regulations”) for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees. Lessee agrees to abide by and conform to all such Rules and Regulations, and to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessor shall not be responsible to Lessee for the non-compliance with said Rules and Regulations by other tenants of the Project.

     2.10 Common Areas — Changes. Lessor shall have the right, in Lessor’s sole discretion, from time to time:

          (a) To make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways;

          (b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available;

          (c) To designate other land outside the boundaries of the Project to be a part of the Common Areas;

          (d) To add additional buildings and improvements to the Common Areas;

          (e) To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project or any portion thereof; and

          (f) To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as Lessor may, in the exercise of sound business judgment, deem to be appropriate. Notwithstanding the foregoing to the contrary, in connection with the exercise of any such rights, Lessor shall not unreasonably interfere with Lessee’s use of the Premises.

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3. Term.

     3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3.

     3.2 Early Possession. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such early possession. All other terms of this Lease (including but not limited to the obligations to pay Lessee’s Share of Common Area Operating Expenses, Real Property Taxes and insurance premiums and to maintain the Premises) shall, however, be in effect during such period. Any such early possession shall not affect the Expiration Date.

     3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the Early Possession Date. If, despite said efforts, Lessor is unable to deliver possession as agreed, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until it receives possession of the Premises. If possession is not delivered within 60 days after the Early Possession Date, Lessee may, at its option, by notice in writing within 10 days after the end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee’s right to cancel shall terminate. Except as otherwise provided, if possession is not tendered to Lessee by the Early Possession Date and Lessee does not terminate this Lease, as aforesaid, any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession of the Premises is not delivered within 4 months after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing.

     3.4 Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date, notwithstanding Lessor’s election to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied.

4. Rent.

     4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent (“Rent”).

     4.2 Common Area Operating Expenses. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee’s Share (as specified in Paragraph 1.6) of all Common Area Operating Expenses, as hereinafter defined, during each calendar year of the term of this Lease, in accordance with the following provisions:

          (a) “Common Area Operating Expenses” are defined, for purposes of this Lease, as all costs incurred by Lessor relating to the ownership and operation of the Project, including, but not limited to, the following:

(i) The operation, repair and maintenance, in neat, clean, good order and condition of the following:

(aa) The Common Areas and Common Area improvements, including parking areas, loading and unloading areas, trash areas, roadways, parkways, walkways, driveways, landscaped areas, bumpers, irrigation systems, Common Area lighting facilities, fences and gates, elevators, roofs, and roof drainage systems.

(bb) Exterior signs and any tenant directories.

(cc) Any fire detection and/or sprinkler systems.

(ii)	The cost of water, gas, electricity and telephone to service the Common Areas and any utilities not separately metered.
(iii)	Trash disposal, pest control services, property management, security services, and the costs of any environmental inspections (if Lessor has reason to believe that Lessee has breached its obligations hereunder).
(iv)
(v)	Real Property Taxes (as defined in Paragraph 10).
(vi)	The cost of the premiums for the insurance maintained by Lessor pursuant to Paragraph 8.
(vii)	Any commercially reasonable deductible portion of an insured loss concerning the Building or the Common Areas (except earthquake insurance).
(viii)	The cost of any Capital Expenditure to the Building or the Project not covered under the provisions of Paragraph 2.3 to the extent such expenditure (A) is required under Applicable Requirements not in effect on the Commencement Date, or (B) relates to a cost-saving improvement or system change but in such event, reimbursement shall be limited to the extent of the savings; provided; however, that Lessor shall allocate the cost of any such Capital Expenditure over a 12 year period and Lessee shall not be required to pay more than Lessee’s Share of 1/144th of the cost of such Capital Expenditure in any given month.
(ix)	Any other services to be provided by Lessor that are stated elsewhere in this Lease to be a Common Area Operating Expense. See Addendum.

          (b) Any Common Area Operating Expenses and Real Property Taxes that are specifically attributable to the Unit, the Building or to any other building in the Project or to the operation, repair and maintenance thereof, shall be allocated entirely to such Unit, Building, or other building. However, any Common Area Operating Expenses and Real Property Taxes that are not specifically attributable to the Building or to any other building or to the operation, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings in the Project.

          (c) The inclusion of the improvements, facilities and services set forth in Subparagraph 4.2(a) shall not be deemed to impose an obligation upon Lessor to either have said improvements or facilities or to provide those services unless the Project already has the same, Lessor already provides the services, or Lessor has agreed elsewhere in this Lease to provide the same or some of them.

          (d) Lessee’s Share of Common Area Operating Expenses shall be payable by Lessee within 10 business days after a reasonably detailed statement of actual expenses is presented to Lessee. At Lessor’s option, however, an amount may be reasonably estimated by Lessor from time to time of Lessee’s Share of annual Common Area Operating Expenses and the same shall be payable monthly or quarterly, as Lessor shall designate, during each 12 month period of the Lease term, on the same day as the Base Rent is due hereunder. Lessor shall deliver to Lessee within 60 days after the expiration of each calendar year a reasonably detailed statement showing Lessee’s Share of the actual Common Area Operating Expenses incurred during the preceding year. If Lessee’s payments under this Paragraph 4.2(d) during the preceding year exceed Lessee’s Share as indicated on such statement, Lessor shall credit the amount of such over-payment against Lessee’s Share of Common Area Operating Expenses next becoming due or if the Term has expired, reimbursed by Lessor to Lessee within thirty (30) days of such determination. If Lessee’s payments under this Paragraph 4.2(d) during the preceding year were less than Lessee’s Share as indicated on such statement, Lessee shall pay to Lessor the amount of the deficiency within 10 business days after delivery by Lessor to Lessee of the statement. See Addendum

     4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except as specifically permitted in this Lease), on or before the day on which it is due. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor’s rights to the balance of such Rent, regardless of Lessor’s endorsement of any check so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any late charges which may be due.

5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee’s faithful performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount due Lessor or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after written request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. If the Base Rent increases during the term of this Lease, Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to the increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor’s reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lessor’s reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 14 days after the expiration or termination of this Lease, if Lessor elects to apply the Security Deposit only to unpaid Rent, and

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otherwise within 30 days after the Premises have been vacated pursuant to Paragraph 7.4(c) below, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease.

6. Use.

     6.1   Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the improvements on the Premises or the mechanical or electrical systems therein, and/or is not significantly more burdensome to the Premises. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lessor’s objections to the change in the Agreed Use.

     6.2 Hazardous Substances.

          (a) Reportable Uses Require Consent. The term “Hazardous Substance” as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee’s expense) with all Applicable Requirements. “Reportable Use” shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit. Lessor represents to Lessee that Lessor has no actual knowledge of any reportable use of the Hazardous Substances at the Project. As used in this Section 6.2, the phrase “Lessor has no actual knowledge” shall mean and refer to the actual knowledge of Martin Shephard and/or Richard Shephard, without duty of investigation.

          (b) Duty to Inform. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises or the Adjacent Lessee Premises (as defined in Section 54 of the Addendum), other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance. If Lessor receives written notice that a Hazardous Substance has come to be located in, on, under or about the Project, Lessor shall immediately give written notice of such fact to Lessee, and provide Lessee with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance.

          (c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee’s expense, take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party.

          (d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys’ and consultants’ fees (collectively “Claims”) arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from areas outside of the Project). Lessee’s obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement.

          (e) Lessor Indemnification. Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all Claims, including the cost of remediation, which existed as a result of Hazardous Substances on the Premises or the Project prior to the Start Date or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor’s obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.

          (f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises or the Project prior to the Start Date, unless such remediation measure is required as a result of Lessee’s use (including “Alterations”, as defined in paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor’s agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor’s investigative and remedial responsibilities.

          (g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor’s rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor’s option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor’s expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $ 250,000, whichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor’s desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee’s commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $ 250,000 whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor’s notice of termination. See Addendum

     6.3 Lessee’s Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee’s sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau which relate in any manner to the Premises, without regard to whether said requirements are now in effect or become effective after the Start Date. Lessee shall, within 10 days after receipt of Lessor’s written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee’s compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. See Addendum

     6.4 Inspection; Compliance. Lessor and Lessor’s “Lender” (as defined in Paragraph 30) and consultants shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times, upon reasonable prior notice, for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a contamination is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination.

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     7.1 Lessee’s Obligations.

          (a) In General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee’s Compliance with Applicable Requirements), 7.2 (Lessor’s Obligations), 9 (Damage or Destruction), and 14 (Condemnation) of this Lease and Paragraph 54 of the Addendum, Lessee shall, at Lessee’s sole expense, keep the Premises, Utility Installations (intended for Lessee’s exclusive use, no matter where located), and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee’s use, any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights but excluding any items which are the responsibility of Lessor pursuant to Paragraph 7.2. Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below. Lessee’s obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair.

          (b) Service Contracts. Lessee shall, at Lessee’s sole expense, procure and maintain contracts, with copies to Lessor, in customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements, if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler and pressure vessels, (iii) clarifiers, and (iv) any other equipment, if reasonably required by Lessor. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and if Lessor so elects, Lessee shall reimburse Lessor, upon demand, for the cost thereof.

          (c) Failure to Perform. If Lessee fails to perform Lessee’s obligations under this Paragraph 7.1, Lessor may enter upon the Premises after 10 days’ prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee’s behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly reimburse Lessor for the cost thereof.

          (d) Replacement. Subject to Lessee’s indemnification of Lessor as set forth in Paragraph 8.7 below and the terms of Paragraph 4.2, and without relieving Lessee of liability resulting from Lessee’s failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot be repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (ie. 1/144th of the cost per month). Lessee shall pay interest on the unamortized balance at a rate that is commercially reasonable in the reasonable judgment of Lessor’s accountants. Lessee may, however, prepay its obligation at any time.

     7.2 Lessor’s Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Common Area Operating Expenses), 6 (Use), 7.1 (Lessee’s Obligations), 9 (Damage or Destruction) and 14 (Condemnation) of this Lease and Paragraph 54 of the Addendum, Lessor, subject to reimbursement pursuant to Paragraph 4.2, (except to the extent not permitted to be charged to Lessee under the terms of this Lease), shall keep in good order, condition and repair the foundations, exterior walls, structural condition of interior bearing walls, exterior roof, fire sprinkler system, Common Area fire alarm and/or smoke detection systems, fire hydrants, parking lots, walkways, parkways, driveways, landscaping, fences, signs and utility systems serving the Common Areas and all parts thereof, as well as providing the services for which there is a Common Area Operating Expense pursuant to Paragraph 4.2. Lessor shall not be obligated to paint the exterior or interior surfaces of exterior walls nor shall Lessor be obligated to maintain, repair or replace windows, doors or plate glass of the Premises. Lessee expressly waives the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease.

     7.3 Utility Installations; Trade Fixtures; Alterations.

          (a) Definitions. The term “Utility Installations” refers to all floor and window coverings, air lines, power panels, electrical distribution, security and fire protection systems, communication systems, lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises. The term “Trade Fixtures” shall mean Lessee’s machinery and equipment that can be removed without doing material damage to the Premises. The term “Alterations” shall mean any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion. “Lessee Owned Alterations and/or Utility Installations” are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a).

          (b) Consent. Except for the Leasehold Improvements (as defined in Section 54 of the Addendum), Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor’s prior written consent which consent shall not be unreasonably withheld, conditioned or delayed. Lessee may, however, make structural Alterations and Utility Installations to the Premises consistent with general office use and non-structural Alterations and Utility Installations to the Premises (regardless of the specific use) without such consent but upon notice to Lessor, as long as they do not involve puncturing, relocating or removing the roof, and the cumulative cost thereof during this Lease as extended does not exceed a sum equal to 4 month’s Base Rent in the aggregate in any one year. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee’s: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Lessor shall respond to any request for consent within ten (10) business days and failure to respond within such ten (10) business day period shall be deemed Lessor’s consent. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications. For work which costs an amount in excess of four (4) month’s Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon Lessee’s posting an additional Security Deposit with Lessor.

          (c) Indemnification. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic’s or materialman’s lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. See Section 54 of Addendum

     7.4 Ownership; Removal; Surrender; and Restoration.

          (a) Ownership. Subject to Lessor’s right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises.

          (b) Removal. At the time Lessor grants its consent to any Alterations that are not consistent with general office use, Lessor may require that any or all Lessee Owned Alterations or Utility Installations that are not consistent with general office use be removed by the expiration or termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent. Lessee shall not remove any demising walls or workstations installed in the Premises.

          (c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear and casualty excepted. “Ordinary wear and tear” shall not include any damage or deterioration that would have been prevented by good maintenance practice. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall also completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Project) even if such removal would require Lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor

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shall constitute a holdover under the provisions of paragraph 26 below.

8. Insurance; Indemnity.

     8.1 Payment of Premiums. The cost of the premiums for the insurance policies required to be carried by Lessor, pursuant to Paragraphs 8.2(b), 8.3(a) and 8.3(b), shall be a Common Area Operating Expense. Premiums for policy periods commencing prior to, or extending beyond, the term of this Lease shall be prorated to coincide with the corresponding Start Date or Expiration Date.

     8.2 Liability Insurance.

          (a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000, an “Additional Insured-Managers or Lessors of Premises Endorsement” and contain the “Amendment of the Pollution Exclusion Endorsement” for damage caused by heat, smoke or fumes from a hostile fire. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an “insured contract” for the performance of Lessee’s indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. All insurance carried by Lessee shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only.

          (b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall be named as an additional insured therein.

     8.3 Property Insurance — Building, Improvements and Rental Value.

          (a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee’s personal property shall be insured by Lessee under Paragraph 8.4. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $1,000 per occurrence.

          (b) Rental Value. Lessor shall also obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days (“Rental Value insurance”). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period.

          (c) Adjacent Premises. Lessee shall pay for any increase in the premiums for the property insurance of the Building and for the Common Areas or other buildings in the Project if said increase is caused by Lessee’s acts, omissions, use or occupancy of the Premises.

          (d) Lessee’s Improvements. Since Lessor is the Insuring Party, Lessor shall not be required to insure Lessee Owned Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this Lease.

     8.4 Lessee’s Property; Business Interruption Insurance.

          (a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee’s personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $10,000 per occurrence. To the extent rebuilding is required hereunder, the proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. Lessee shall provide Lessor with written evidence that such insurance is in force.

          (b) Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such perils.

          (c) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee’s property, business operations or obligations under this Lease.

     8.5 Insurance Policies. Insurance required herein shall be by companies duly licensed or admitted to transact business in the state where the Premises are located, and maintaining during the policy term a “General Policyholders Rating” of at least B+, V, as set forth in the most current issue of “Best’s Insurance Guide”, or such other rating as may be required by a Lender. Lessee shall not knowingly do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after 30 days prior written notice to Lessor. Lessee shall, at least 30 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or “insurance binders” evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same.

     8.6 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby.

     8.7 Indemnity. (a) Except for Lessor’s gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor’s master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys’ and consultants’ fees, expenses and/or liabilities arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee’s expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnified. See Addendum

     8.8 Exemption of Lessor from Liability. Lessor shall not be liable for injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee’s employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the Building, or from other sources or places except to the extent caused by Lessor’s gross negligence or willful misconduct. Lessor shall not be liable for any damages arising from any act or neglect of any other tenant of Lessor nor from the failure of Lessor to enforce the provisions of any other lease in the Project. Notwithstanding Lessor’s negligence or breach of this Lease, Lessor shall under no circumstances be liable for consequential, speculative or punitive damages, including injury to Lessee’s business or for any loss of income or profit therefrom. See Addendum

9. Damage or Destruction.

     9.1 Definitions.

          (a) “Premises Partial Damage” shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in 6 months or less from the date of the damage or destruction, and the cost thereof does not exceed a sum equal to 6 month’s Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.

          (b) “Premises Total Destruction” shall mean damage or destruction to the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 6 months or less from the date of the damage or destruction and/or the cost thereof exceeds a sum equal to 12 month’s Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total.

          (c) “Insured Loss” shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8. 3(a), irrespective of any deductible amounts or coverage limits involved.

          (d) “Replacement Cost” shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements and without deduction for depreciation.

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          (e) “Hazardous Substance Condition” shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the Premises.

     9.2 Partial Damage — Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor’s expense,
repair such damage (but not Lessee’s Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor’s election, make the repair of any damage or destruction the total cost to repair of which is $5,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements made by Lessee, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 business days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10 business day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 business days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party.

     9.3 Partial Damage — Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee’s expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor’s expense, in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage; provided that Lessor shall not terminate this Lease pursuant to this subparagraph (ii)  unless the cost or repair to Lessor will exceed $250,000 excluding insurance proceeds. Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee’s commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination notice.

      9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days following such Destruction. If the damage or destruction was caused by the willful misconduct of Lessee, Lessor shall have the right to recover Lessor’s damages from Lessee, except as provided in Paragraph 8.6.

      9.5 Damage Near End of Term. If at any time during the last 12 months of this Lease there is damage for which the cost to repair exceeds two month’s Base Rent, whether or not an Insured Loss, either party may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to the other within 30 days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 10 days after Lessee’s receipt of Lessor’s written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires. If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor’s commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee’s option shall be extinguished. If Lessee terminates this Lease in accordance with this Section 9.5, Lessee shall assign to Lessor any insurance proceeds relating to Lessee Owned Alterations and Utility Installations.

     9.6 Abatement of Rent; Lessee’s Remedies.

          (a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee’s use of the Premises is impaired. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein.

          (b) Remedies. If Lessor shall be obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee’s election to terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect. “Commence” shall mean the beginning of the actual work on the Premises.

     9.7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee’s Security Deposit as has not been, or is not then required to be, used by Lessor.

     9.8 Waive Statutes. Lessor and Lessee agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Premises with respect to the termination of this Lease and hereby waive the provisions of any present or future statute to the extent inconsistent herewith.

See Addendum

10. Real Property Taxes.

     10.1 Definition. As used herein, the term “Real Property Taxes” shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Project, Lessor’s right to other income therefrom, and/or Lessor’s business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Project address and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Project is located. The term “Real Property Taxes” shall also include any tax, fee, levy, assessment or charge, or any increase therein, imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Project or any portion thereof or a change in the improvements thereon. In calculating Real Property Taxes for any calendar year, the Real Property Taxes for any real estate tax year shall be included in the calculation of Real Property Taxes for such calendar year based upon the number of days which such calendar year and tax year have in common. See Addendum

     10.2 Payment of Taxes. Lessor shall pay the Real Property Taxes applicable to the Project, and except as otherwise provided in Paragraph 10.3, any such amounts shall be included in the calculation of Common Area Operating Expenses in accordance with the provisions of Paragraph 4.2.

     10.3 Additional Improvements. Common Area Operating Expenses shall not include Real Property Taxes specified in the tax assessor’s records and work sheets as being caused by additional improvements placed upon the Project by other lessees or by Lessor for the exclusive enjoyment of such other lessees. Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the time Common Area Operating Expenses are payable under Paragraph 4.2, the entirety of any increase in Real Property Taxes if assessed solely by reason of Alterations, Trade Fixtures or Utility Installations placed upon the Premises by Lessee or at Lessee’s request.

     10.4 Joint Assessment. If the Building is not separately assessed, Real Property Taxes allocated to the Building shall be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be reasonably determined by Lessor from the respective valuations assigned in the assessor’s work sheets or such other information as may be reasonably available. Lessor’s reasonable determination thereof, in good faith, shall be conclusive.

     10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee’s said property shall be assessed with Lessor’s real property, Lessee shall pay Lessor the taxes attributable to Lessee’s property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee’s property.

11 . Utilities. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon.

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12. Assignment and Subletting.

     12.1 Lessor’s Consent Not Required.

          (a) Lessee may voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, “assign or assignment”) or sublet all or any part of Lessee’s interest in this Lease or in the Premises without Lessor’s prior written consent.

     12.2 Terms and Conditions Applicable to Assignment and Subletting.

          (a) Regardless of Lessor’s consent, no assignment or subletting shall: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee.

          (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee’s obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor’s remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor.

          (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.

     12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:

          (a) Lessee hereby assigns and transfers to Lessor all of Lessee’s interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee’s obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee’s obligations, Lessee may collect said Rent. Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee’s obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee’s obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary.

          (b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor.

          (e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee. See Addendum

13. Default; Breach; Remedies.

     13.1 Default; Breach. A “Default” is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A “Breach” is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period:

          (a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism.

          (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 5 business days following written notice to Lessee.

          (c) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 41 (easements), or (viii) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10 days following written notice to Lessee.

          (d) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 2.9 hereof, other than those described in subparagraphs 13.1(a), (b) or (c), above, where such Default continues for a period of 30 days after written notice; provided, however, that if the nature of Lessee’s Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion.

          (e) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a “debtor” as defined in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph (e) is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions.

          (f) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false.

     13.2 Remedies. If Lessee fails to commence to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an emergency, without notice) and diligently prosecute same to completion, Lessor may, at its option, perform such duty or obligation on

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Lessee’s behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies or governmental licenses, permits or approvals. The costs and expenses of any such performance by Lessor shall be due and payable by Lessee upon receipt of invoice therefor. If any check given to Lessor by Lessee shall not be honored by the bank upon which it is drawn, Lessor, at its option, may require all future payments to be made by Lessee to be by cashier’s check. In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:         .

          (a) Terminate Lessee’s right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys’ fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee’s Breach of this Lease shall not waive Lessor’s right to recover damages under Paragraph 12. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute.

          (b) Continue the Lease and Lessee’s right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor’s interests, shall not constitute a termination of the Lessee’s right to possession.

          (c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee’s right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee’s occupancy of the Premises.

     13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee’s entering into this Lease, all of which concessions are hereinafter referred to as “Inducement Provisions”, shall be deemed conditioned upon Lessee’s full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance.

     13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall pay to Lessor a one-time late charge equal to 10% of each such overdue amount or $100, whichever is greater. Notwithstanding the foregoing, Lessee shall not be obligated to pay such late charge for the first (1st) three (3) late payments made by Lessee during the Original Term as the Original Term may be extended pursuant to Paragraph 50, provided that payment is made within five (5) business days after notice from Lessor that such amount was not paid when due. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee’s Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor’s option, become due and payable quarterly in advance.

     13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due as to scheduled payments (such as Base Rent) or within 30 days following the date on which it was due for non-scheduled payment, shall bear interest from the date when due, as to scheduled payments, or the 31st day after it was due as to non-scheduled payments. Notwithstanding the foregoing,Lessee shall not be obligated to pay such Interest for the first (1st) three (3) late payments made by Lessee during the Original Term as the Original Term may be extended pursuant to Paragraph 50, provided that payment is made within five (5) business days after notice from Lessor that such amount was not paid when due. The interest (“Interest”) charged shall be equal to the prime rate reported in the Wall Street Journal as published closest prior to the date when due plus 4%, but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4.

     13.6 Breach by Lessor.

          (a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor’s obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion.

          (b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee’s expense and offset from Rent an amount equal to two month’s Base Rent, and to pay an excess of such expense under protest, reserving Lessee’s right to reimbursement from Lessor. Lessee shall document the cost of said cure and supply said documentation to Lessor. See Addendum

14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively “Condemnation”), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than 10% of the floor area of the Unit, or more than 25% of Lessee’s Reserved Parking Spaces, is taken by Condemnation, Lessee may, at Lessee’s option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation for Lessee’s relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation.

15. Brokerage Fees.
 

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     15.3 Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker or finder (other than the Brokers, if any) in connection with this Lease, and that no one other than said named Brokers is entitled to any commission or finder’s fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys’ fees reasonably incurred with respect thereto.

16. Estoppel Certificates.

           (a) Each Party (as “Responding Party”) shall within 10 days after written notice from the other Party (the “Requesting Party” ) execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current “Estoppel Certificate” form published by the American Industrial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party.

          (b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party’s performance, and (iii) if Lessor is the Requesting Party, not more than one month’s rent has been paid in advance. Prospective purchasers and encumbrances may rely upon the Requesting Party’s Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate.

          (c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee’s financial statements for the past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

17. Definition of Lessor. The term “Lessor” as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee’s interest in the prior lease. In the event of a transfer of Lessor’s title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Except as provided in Paragraph 15, upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, and the assumption in writing by the successor of all of Leesor’s obligations under this Lease, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. Notwithstanding the above, and subject to the provisions of Paragraph 20 below, the original Lessor under this Lease, and all subsequent holders of the Lessor’s interest in this Lease shall remain liable and responsible with regard to the potential duties and liabilities of Lessor pertaining to Hazardous Substances as outlined in Paragraph 6.2 above.

18. Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof.

19. Days. Unless otherwise specifically indicated to the contrary, the word “days” as used in this Lease shall mean and refer to calendar days.

20. Limitation on Liability. Subject to the provisions of Paragraph 17 above, the obligations of Lessor under this Lease shall not constitute personal obligations of Lessor, the individual partners of Lessor or its or their individual partners, directors, officers or shareholders, and Lessee shall look to the Project (and all rents, issues, profits and proceeds thereof), and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against the individual partners of Lessor, or its or their individual partners, directors, officers or shareholders, or any of their personal assets for such satisfaction.

21. Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease.

22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party. The liability (including court costs and attorneys’ fees), of any Broker with respect to negotiation, execution, delivery or performance by either Lessor or Lessee under this Lease or any amendment or modification hereto shall be limited to an amount up to the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Broker’s liability shall not be applicable to any gross negligence or willful misconduct of such Broker.

23. Notices.

23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party’s signature on this Lease shall be that Party’s address for delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee’s taking possession of the Premises, the Premises shall constitute Lessee’s address for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing.

23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 48 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices transmitted by facsimile transmission or similar means shall be deemed delivered upon telephone confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.

24. Waivers. No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessor’s consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor’s consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment.

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26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee.

27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

28. Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

29. Binding Effect; Choice of Law. This Lease shall be binding upon the parties, their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located.

30. Subordination; Attornment; Non-Disturbance.

     30.1 Subordination. Subject to Paragraph 30.3 below, this Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, “Security Device”), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as “Lender”) shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof.

     30.2 Attornment. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of such new owner, this Lease shall automatically become a new Lease between Lessee and such new owner, upon all of the terms and conditions hereof, for the remainder of the term hereof, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor’s obligations hereunder, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to the terms of the nondisturbance agreement delivered pursuant to Paragraph 30.3, be subject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month’s rent, or (d) be liable for the return of any security deposit paid to any prior lessor.

     30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor, Lessee’s subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a “Non-Disturbance Agreement”) from the Lender which Non-Disturbance Agreement provides that Lessee’s possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises. Lessor represents to Lessee that there are no Security Devices affecting the Premises as of the date of this Lease.

     30.4 Self-Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement provided for herein.

31. Attorneys’ Fees. If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys’ fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, “Prevailing Party” shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys’ fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys’ fees reasonably incurred. In addition, Lessor shall be entitled to attorneys’ fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation).

32. Lessor’s Access; Showing Premises; Repairs. Lessor and Lessor’s agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times for the purpose of showing the same to prospective purchasers, lenders, or tenants (provided that any showings to prospective tenants may only be made during the last 6 months of the Term), and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary. All such activities shall be without abatement of rent or liability to Lessee. Lessor may at any time place on the Premises any ordinary “For Sale” signs and Lessor may during the last 6 months of the term hereof place on the Premises any ordinary “For Lease” signs. Lessee may at any time place on the Premises any ordinary “For Sublease” sign.

33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor’s prior written consent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction.

34. Signs. Except for ordinary “For Sublease” signs which may be placed only on the Premises, Lessee shall not place any sign upon the Project without Lessor’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. All signs must comply with all Applicable Requirements.

35. Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor’s failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor’s election to have such event constitute the termination of such interest.

36. Consents. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor’s actual reasonable costs and expenses (including but not limited to architects’, attorneys’, engineers’ and other consultants’ fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor’s consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor’s consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days following such request.

37. Guarantor.

     37.1 Execution. The Guarantors, if any, shall each execute a guaranty in the form most recently published by the American Industrial Real Estate Association, and each such Guarantor shall have the same obligations as Lessee under this Lease.

     37.2 Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execution of the guaranty, including the authority of the party signing on Guarantor’s behalf to obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d) written confirmation that the guaranty is still in effect.

38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee’s part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof.

39. Options. If Lessee is granted an option, as defined below, then the following provisions shall apply.

     39.1 Definition. “Option” shall mean: (a) the right to extend the term of or renew this Lease or to extend or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase or the right of first refusal to purchase the Premises or other property of Lessor.

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© 1999 — American Industrial Real Estate Association	REVISED	FORM MTN-2-2/99E

     39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validly exercised.

     39.4 Effect of Default on Options.

          (a) Lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default and continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate Default,whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the Option.

          (b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee’s inability to exercise an Option because of the provisions of Paragraph 39.4(a).

          (c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee’s due and timely exercise of the Option, if, after such exercise and prior to the commencement of the extended term, (i) Lessee fails to pay Rent for a period of 30 days after such Rent becomes due, (ii) Lessor gives to Lessee 3 or more notices of separate Default during any 12 month period, whether or not the Defaults are cured, or (iii) if Lessee commits a Breach of this Lease.

40. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties.

41. Reservations. Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, (ii) to cause the recordation of parcel maps and restrictions, and (iii) to create and/or install new utility raceways, so long as such easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the access to or use of the Premises or the Building by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights.

42. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment “under protest” and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay.

43. Authority. If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each party shall, within 30 days after request, deliver to the other party satisfactory evidence of such authority.

44. Conflict. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions.

45. Offer. Preparation of this Lease by either party or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto.

46. Amendments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. As long as they do not materially change Lessee’s obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises.

47. Multiple Parties. If more than one person or entity is named herein as either Lessor or Lessee, such multiple Parties shall have joint and several responsibility to comply with the terms of this Lease.

48. Waiver of Jury Trial. The Parties hereby waive their respective rights to trial by jury in any action or proceeding involving the Property or arising out of this Agreement.

49. Mediation and Arbitration of Disputes. An Addendum requiring the Mediation and/or the Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease o is þ is not attached to this Lease.

See Addendum

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.

ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE’S INTENDED USE.

WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED.

The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures.

Executed at:	Executed at:
on:	on:
By LESSOR:	By LESSEE:
The Shephard Family Trust of 1998	VCA Antech,Inc.
	a Delaware corporation

By:	/s/ Martin Shephard	By:	/s/ Neil Tauber
Name Printed: Martin Shephard		Name Printed: Neil Tauber
Title: Trustee		Title: Senior Vice President
By:		By:
Name Printed:		Name Printed:
Title:		Title:
Address:		Address:
Telephone:	(                    )	Telephone:	(                    )
Facsimile:	(                    )	Facsimile:	(                    )
Federal ID No.		Federal ID No.

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© 1999 — American Industrial Real Estate Association	REVISED	FORM MTN-2-2/99E

These forms are often modified to meet changing requirements of law and needs of the industry. Always write or call to make sure you are utilizing the most current form: American Industrial Real Estate Association, 700 South Flower Street, Suite 600, Los Angeles, CA 90017. (213)687-8777.

©Copyright 1999 By American Industrial Real Estate Association.
All rights reserved.
No part of these works may be reproduced in any form without permission in writing.

	Page 13 of 13
© 1999 — American Industrial Real Estate Association	REVISED	FORM MTN-2-2/99E

(AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION LOGO)

OPTION(S) TO EXTEND
STANDARD LEASE ADDENDUM

Dated June 9, 2004

By and Between (Lessor) Martin Shephard, Trustee of The Shephard Family Trust of 1998

                               (Lessee) VCA Antech, Inc., a Delaware corporation

Address of Premises: 12421 West Olympic Boulevard, Los Angeles, California

Paragraph 50

A. OPTION(S) TO EXTEND:

Lessor hereby grants to Lessee the option to extend the term of this Lease for one (1) additional sixty (60) month period(s)
commencing when the prior term expires upon each and all of the following terms and conditions:

     (i) In order to exercise an option to extend, Lessee must give written notice of such election to Lessor and Lessor must receive the same at least six (6) but not more than twelve (12) months prior to the date that the option period would commence, time being of the essence. If proper notification of the exercise of an option is not given and/or received, such option shall automatically expire. Options (if there are more than one) may only be exercised consecutively.

     (ii) The provisions of paragraph 39, including those relating to Lessee’s Default set forth in paragraph 39.4 of this Lease, are conditions of this Option.

     (iii) Except for the provisions of this Lease granting an option or options to extend the term, all of the terms and conditions of this Lease except where specifically modified by this option shall apply.

     (v) The monthly rent for each month of the option period shall be calculated as follows, using the method(s) indicated below: (Check Method(s) to be Used and Fill in Appropriately)

£ I. Cost of Living Adjustment(s) (COLA)

     a. On (Fill in COLA Dates):                                                                                 the Base Rent shall be adjusted by the change, if any, from the Base Month specified below, in the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for (select one): £ CPI W (Urban Wage Earners and Clerical Workers) or £ CPI U (All Urban Consumers), for (Fill in Urban Area):

                                                                                                                                                                                                         
All Items (1982-1984 = 100), herein referred to as “CPI”.

     b. The monthly rent payable in accordance with paragraph A.I.a. of this Addendum shall be calculated as follows: the Base Rent set forth in paragraph 1.5 of the attached Lease, shall be multiplied by a fraction the numerator of which shall be the CPI of the calendar month 2 months prior to the month(s) specified in paragraph A.I.a. above during which the adjustment is to take effect, and the denominator of which shall be the CPI of the calendar month which is 2 months prior to (select one): £ the first month of the term of this Lease as set forth in paragraph 1.3 (“Base Month”) or £ (Fill in Other “Base Month”):

                                                                                                                                                                                                         . The sum so calculated shall constitute the new monthly rent hereunder, but in no event, shall any such new monthly rent be less than the rent payable for the month immediately preceding the rent adjustment.

     c. In the event the compilation and/or publication of the CPI shall be transferred to any other governmental department or bureau or agency or shall be discontinued, then the index most nearly the same as the CPI shall be used to make such calculation. In the event that the Parties cannot agree on such alternative index, then the matter shall be submitted for decision to the American Arbitration Association in accordance with the then rules of said Association and the decision of the arbitrators shall be binding upon the parties. The cost of said Arbitration shall be paid equally by the Parties.

£ II. Market Rental Value Adjustment(s) (MRV)

     a. On (Fill in MRV Adjustment Date(s))                                                                                 the Base Rent shall be adjusted to the “Market Rental Value” of the property as follows:

          1) Four months prior to each Market Rental Value Adjustment Date described above, the Parties shall attempt to agree upon what the new MRV will be on the adjustment date. If agreement cannot be reached, within thirty days, then:

               (a) Lessor and Lessee shall immediately appoint a mutually acceptable appraiser or broker to establish the new MRV within the next 30 days. Any associated costs will be split equally between the Parties, or

               (b) Both Lessor and Lessee shall each immediately make a reasonable determination of the MRV and submit such determination, in writing,

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^© 2000 — American Industrial Real Estate Association REVISED FORM OE-3-8/00E

to arbitration in accordance with the following provisions:

               (i) Within 15 days thereafter, Lessor and Lessee shall each select an £ appraiser or £ broker (“Consultant” — check one) of their choice to act as an arbitrator. The two arbitrators so appointed shall immediately select a third mutually acceptable Consultant to act as a third arbitrator.

               (ii) The 3 arbitrators shall within 30 days of the appointment of the third arbitrator reach a decision as to what the actual MRV for the Premises is, and whether Lessor’s or Lessee’s submitted MRV is the closest thereto. The decision of a majority of the arbitrators shall be binding on the Parties. The submitted MRV which is determined to be the closest to the actual MRV shall thereafter be used by the Parties.

               (iii) If either of the Parties fails to appoint an arbitrator within the specified 15 days, the arbitrator timely appointed by one of them shall reach a decision on his or her own, and said decision shall be binding on the Parties.

               (iv) The entire cost of such arbitration shall be paid by the party whose submitted MRV is not selected, ie. the one that is NOT the closest to the actual MRV.

          2) Notwithstanding the foregoing, the new MRV shall not be less than the rent payable for the month immediately preceding the rent adjustment.

     b. Upon the establishment of each New Market Rental Value:

          1) the new MRV will become the new “Base Rent” for the purpose of calculating any further Adjustments, and

          2) the first month of each Market Rental Value term shall become the new “Base Month” for the purpose of calculating any further Adjustments.

R III. Fixed Rental Adjustment(s) (FRA)

The Base Rent shall be increased to the following amounts on the dates set forth below:

On (Fill in FRA Adjustment Date(s)):	The New Base Rent shall be:
8/1/2014 – 7/31/2015	$1.85 psf ($32,515.60 per month)
8/1/2015 – 7/31/2016	$1.95 psf ($34,273.20 per month)
8/1/2016 – 7/31/2017	$2.02 psf ($35,503.52 per month)
8/1/2017 – 7/31/2018	$2.07 psf ($36,382.32 per month)
8/1/2018 – 7/31/2019	$2.14 psf ($37,612.64) per month

B. NOTICE:

     Unless specified otherwise herein, notice of any rental adjustments, other than Fixed Rental Adjustments, shall be made as specified in paragraph 23 of the Lease.

NOTE: These forms are often modified to meet changing requirements of law and needs of the industry. Always write or call to make sure you are utilizing the most current form: AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 700 S. Flower Street, Suite 600, Los Angeles, Calif. 90017

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^© 2000 — American Industrial Real Estate Association REVISED FORM OE-3-8/00E

ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL
MULTI-TENANT LEASE — NET

     THIS ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE — NET (“Addendum”) is made and entered into by and between MARTIN SHEPHARD, Trustee of The Shepard Family Trust of 1998 (“Lessor”), and VCA ANTECH, INC., a Delaware corporation(“Lessee”), as of the date set forth on the first page of that certain Standard Industrial/Commercial Multi-Tenant Lease — Modified Net (the “Lease”) between Lessor and Lessee to which this Addendum is attached and incorporated. The terms, covenants and conditions set forth herein are intended to and shall have the same force and effect as if set forth at length in the body of the Lease. To the extent that the provisions of this Addendum are inconsistent with any provisions of the Lease, the provisions of this Addendum shall supersede and control. All capitalized terms used but not defined herein shall be defined as set forth in the Lease.

1.5 Base Rent. Lessee shall pay Base Rent as follows:

Period	Lease Rate
11/1/04 – 7/31/05	$23,024.56/Month
8/1/05 – 7/31/06	$23,715.30/Month
8/1/06 – 7/31/07	$24,426.76/Month
8/1/07 – 7/31/08	$25,159.56/Month
8/1/08 – 7/31/09	$25,914.35/Month
8/1/09 – 7/31/10	$26,691.78/Month
8/1/10 – 7/31/11	$27,492.53/Month
8/1/11 – 7/31/12	$28,317.31/Month
8/1/12 – 7/31/13	$29,166.82/Month
8/1/13 – 7/31/14	$30,041.43/Month

2.6 Vehicle Parking. Lessor hereby represents and warrants that Lessee shall be entitled to use the number of parking spaces set forth in Section 1.2(b) of the Lease during the term of the Lease and that the parking spaces indicated on the site plan attached as Exhibit B to the Lease are validly existing parking spaces for Lessee’s sole and exclusive use during the term of the Lease.

4.2(a) Common Area Operating Expense Exclusions. Notwithstanding anything to the contrary in the definition of Common Area Operating Expenses in the Lease, Common Area Operating Expenses shall not include the following, except to the extent specifically permitted by a specific exception to the following:

(1) Any ground lease rental;

(2) Rentals for items (except when needed in connection with normal repairs and maintenance of permanent systems) which if purchased, rather than rented, would constitute a Capital Expenditure which is specifically excluded in (viii) above (excluding, however, equipment not affixed to the Building which is used in providing janitorial or similar services);

(3) Costs incurred by Lessor for the repair of damage to the Building, to the extent that Lessor is reimbursed by insurance proceeds;

(4) Costs, including permit, license and inspection costs, incurred with respect to the installation of tenant or other occupants’ improvements in the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Building;

(5) Depreciation, amortization and interest payments, except on materials, tools, supplies and equipment purchased by Lessor where each of the following conditions are met:

(x) The same is purchased by Lessor to enable Lessor to supply services that Lessor is required to provide to Lessee under the terms of the Lease;

(y) Lessor might otherwise contract for such services with a third party under conditions where such depreciation, amortization and interest payments would likely have been included in the charge for such third party’s services; and

(z) The item is amortized over the applicable useful life;

all as determined in accordance with generally accepted accounting principles, consistently applied.

(6) Marketing costs including, without limitation, leasing commissions, attorneys’ fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments, space planning costs, arid other costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Building;

(7) Expenses in connection with services or other benefits which are not offered to Lessee or for which Lessee is charged for directly, but which are provided to another tenant or occupant of the Building;

(8) Expenses in connection with utilities, services and/or other benefits which are provided to Lessee or another tenant or occupant of the Building to the extent Lessee or such other tenant or occupant reimburses Lessor for such utilities, services and/or benefits;

(9) Attorneys’ fees and other costs incurred by Lessor in litigating or otherwise resolving any dispute with another tenant of the Building over any alleged violation by Lessor or any tenant of the Building of the terms and conditions of any lease to which it is a party and covering space in the Building;

(10) Overhead and profit increment paid to Lessor or to subsidiaries or affiliates of Lessor for goods and/or services in or to the Building to the extent the same exceeds the costs of such goods and/or services of equal quality rendered by unaffiliated third parties on a competitive basis;

(11) Interest, principal, points and fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Building or the Project;

(12) Lessor’s general corporate overhead and general and administrative expenses;

(13) Tax penalties incurred as a result of Lessor’s negligence, inability or unwillingness to make payments and/or to file any tax or informational returns when due (provided that such exclusion shall not be construed to limit or restrict Lessor or Lessee from contesting any such taxes);

(14) Notwithstanding any contrary provision of the Lease, including, without limitation, any provision relating to capital expenditures, any and all costs arising from the presence of Hazardous Substances (as defined by laws in effect on the date of the Lease) in or about the Building or Project including, without limitation, Hazardous Substances in the ground water or soil;

2

(15) Costs arising from Lessor’s charitable or political contributions;

(16) Costs for sculpture, paintings or other objects of art; or

(17) Any portion of any management fee for the operation and management of the Project which is unreasonable in comparison with that charged with respect to other similar buildings in the vicinity of the Building.

4.2         Common Area Operating Expenses. Subparagraph (e) of Paragraph 4.2 is hereby added to the Lease:

(e) Lessee shall have the right to review and/or audit Lessor’s books and records regarding Common Area Operating Expenses at Lessor’s offices during normal business hours on at least ten (10) business days’ prior notice, such audit to take place within 120 days after Lessee’s receipt of the annual statement of actual Common Area Operating Expenses (the “Annual Statement”). Any audit shall be (i) conducted by a reputable firm of certified public accountants approved by Lessor (“Lessee’s CPA”) which shall not be unreasonably withheld, (ii) performed on a noncontingent fee basis and without additional compensation for achieving refunds, abatements or credits and (iii) completed and submitted to Lessor within three (3) months after Lessee’s receipt of the Annual Statement. Lessee shall have no right to contest, review or audit such statement if it fails to give such written notice in a timely fashion. Lessor may elect to contest the conclusion of Lessee’s auditor by giving a written contest notice (the “Contest Notice”) to Lessee within sixty (60) days after receipt of the audit, such Contest Notice containing the name of a firm of certified public accountants appointed by Lessor (“Lessor’s CPA”). Lessor’s CPA and Lessee’s CPA shall meet and confer within 30 days after the Contest Notice is given in an attempt to agree on any disputed items. If Lessor’s CPA and Lessee’s CPA are unable to agree on all disputed items within 60 days after the Contest Notice, then each of Lessor’s CPA and Lessee’s CPA shall propose and deliver to each other in writing an amount to be paid by Lessee to Lessor or Lessor to Lessee relating to the Common Area Operating Expenses being audited. Lessee’s CPA and Lessor’s CPA shall agree on a third CPA experienced in real estate accounting unaffiliated with Lessor, Lessee and their respective CPA’s. Such third CPA (the “Deciding CPA”) shall meet for one day or less with Lessor’s CPA and Lessee’s CPA within 15 days after the appointment of such Deciding CPA, and at the end of such meeting the Deciding CPA shall choose in writing either Lessee’s CPA’s proposal or Lessor’s CPA’s proposal, and such decision shall be final, binding and nonappealable. If it is determined in accordance with this Paragraph that Lessor’s determination of Common Area Operating Expenses overstated the Common Area Operating Expenses, Lessor shall, at Lessee’s option, give Lessee a credit against future rental amounts for an amount equal to the amount overpaid or refund such overpaid amount within thirty (30) days of such determination. Lessee shall pay for all costs of such audit unless Lessor’s determination of Common Area Operating Expenses as set forth in the Annual Statement was in error in Lessor’s favor by more than the greater of $2,000 or five percent (5%). Lessee shall have the right to copy such books and records at its sole cost and expense, provided such books and records may not be removed from Lessor’s office.

6.2(g)  Lessor Termination Option. Notwithstanding the foregoing, Lessor shall not terminate the Lease unless Lessor determines that Lessor will no longer use the Project as an income-producing property. Notwithstanding anything to the contrary contained in the Lease, if a Hazardous Substance Condition occurs during the term of the Lease, through no fault of Lessee, and as a result thereof, Lessee is unable to reasonably use, and does not use, the Premises for a period of more than one hundred eighty (180) consecutive days, Lessee may, within thirty (30) days after the expiration of such one hundred eighty (180) day period, terminate the Lease effective upon written notice to Lessor. If Lessee does not give written notice to Lessor of its election to terminate within such thirty (30) day period, the Lease shall continue in full force and effect.

6.3 Lessee’s Compliance with Applicable Requirements. Except as provided in Paragraph 54 of this Addendum and notwithstanding the foregoing, Lessee shall not be obligated to

3

	make any structural changes to the Premises or the Project or the systems therefore unless required as a result of Lessee’s specific manner of use or alteration of the Premises. With respect to the Common Areas and the structural elements of the Premises existing as of the date of the Lease, Lessor represents that it will comply with and observe all laws, ordinances, orders, rules and regulations of the federal, state, county and/or municipal governments or other duly constituted public authority affecting said Building, including but not limited to the Americans With Disabilities Act of 1990 (“ADA”) as in effect as of the date hereof.
8.7	Indemnity. (b) Except to the extent caused by Lessee’s negligence or willful misconduct, Lessor shall indemnify, protect, defend and hold harmless Lessee from and against any and all claims, damages, liens, judgments, penalties, attorneys’ and consultant’s fees, expenses and/or liabilities arising out of Lessor’s gross negligence or breach of the Lease beyond any applicable cure period, excluding consequential, speculative or punitive damages.
8.9	Lessee’s Right to Self-Insure. Paragraph 8.9 is hereby added to the Lease:
	8.9     Lessee’s Right to Self-Insure. Notwithstanding the provisions of Paragraph 8 of this Lease, Lessee shall have the right to self insure with respect to the insurance required in such Paragraph in any calendar year during the term hereof, provided that Lessee had a net worth of at least $10,000,000 (and liquid assets of at least $1,000,000) as of the last day of the immediately preceding calendar year, calculated according to generally accepted accounting principles. For each calendar year in which Lessee elects to self insure, Lessee shall provide Lessor with an audited financial statement for the prior calendar year demonstrating such net worth and liquid assets. In the event that Lessee so self insures, it shall be treated as an insurance company with respect to the provisions of Paragraph 8.5 of this Lease, and such waiver of subrogation set forth in Paragraph 8.6 of this Lease shall apply to Lessee as insurer.
9	Damage or Destruction. Paragraph 9.9 is hereby added to the Lease:
	9.9     Lessee’s Right to Terminate. If Lessor does not elect to terminate this Lease pursuant to Lessor’s termination rights as provided herein and the repairs cannot in the reasonable opinion of an architect or contractor selected by Lessor, as specified in written notice to Lessee given within thirty (30) days after the damage, be completed within two hundred seventy (270) days, Lessee may elect no later than thirty (30) days after the date of Lessor’s notice, to terminate this Lease by written notice to Lessor effective as of the date specified in such notice from Lessee, which date shall not be less than thirty (30) nor more than sixty (60) days after the date such notice is given by Lessee. If, after three hundred sixty five (365) days after the damage, subject to extension for any force majeure event, the Premises are not substantially repaired, Lessee shall have the right to terminate this Lease by written notice to Lessor given within (30) days after expiration of such three hundred sixty five (365) day period. If Lessee terminates this Lease in accordance with this Section 9.9, Lessee shall assign to Lessor any insurance proceeds relating to Lessee Owned Alterations and Utility Installations.
10.1	Contest; Property Tax Protection. Lessee shall have the right, in its name or in the name of Lessor, but at Lessee’s sole cost and expense, (a) to protest and contest the assessed valuation assigned to all or any part of the Premises and/or Project by any taxing authority, and (b) to contest the amount, applicability or validity of any real property tax; provided, that Lessee shall pay or discharge any such real property tax prior to delinquency during the period of such contest. Lessor agrees to join in any such protest or contest if requested by Lessee and to cooperate with Lessee during the course of any such protest or contest, provided, that Lessee shall promptly pay or reimburse Lessor for any costs or expenses incurred by Lessor in connection with any such protest or contest. Lessee shall have the right to elect to pay any taxes or assessments in installments as permitted under applicable law; provided, however, that such election does not increase the total amount of such taxes, assessments or charges that become or may become a lien on the Property. Notwithstanding any other provision of the Lease to the contrary, Lessee

4

	shall not be required to pay Lessee’s Share of any increase in Real Property Taxes resulting from any sale, transfer or other change in ownership of the Building or the Project during the first (1st), five (5) years of the Term, and following such initial five (5) year period and continuing throughout the remainder of the Term (including any extensions thereof), Lessee shall only be responsible for fifty percent (50%) of Lessee’s Share of such increase. Notwithstanding the foregoing, in the event that Real Property Taxes are increased solely as a result of the death of any settlor of Lessor during the first (1st), five (5) years of the Term, Lessee shall be responsible for fifty percent (50%) of Lessee’s Share of such increase.
12	Assignment and Subletting. Paragraph 12.4 is hereby added to the Lease:
	12.4     Profits. In the event of any assignment, subletting or transfer of the Lease or Lessee’s interest therein, Lessor and Lessee shall each be entitled to fifty percent (50%) of all consideration received by Lessee in excess of the rent paid by Lessee under this Lease (including rent and additional rent and all other charges payable by Lessee to Lessor under this Lease), including key money, bonus money or other cash consideration and after deducting costs reasonably incurred by Lessee in connection with such assignment or sublease (amortized over the term of the assignment or sublease), including Lessee’s reasonable costs for tenant improvements and brokerage commissions, but only attributable to the portion of such assignment or sublease occurring during the Original Term; provided, however, that Lessor shall be entitled to one hundred percent (100%) of all such consideration received by Lessee in excess of the rent paid by Lessee under this Lease during any option term, if exercised by Lessee.
13	Remedies. Paragraph 13.7 is hereby added to the Lease:
	13.7     Abatement of Rent. If, through no fault of Lessee, (a) there is a failure, stoppage, reduction, inability or any other interruption in the furnishing of any facilities, utilities or services which are required to be furnished to the Premises or to Lessee pursuant to the provisions of this Lease or in the provision of the parking spaces to be provided pursuant to this Lease (without the provision of reasonable substitute parking spaces, or (b) the Premises or any portion thereof shall become untenantable for any reason (any event described in (a) or (b) being an “Event”) and Lessee cannot reasonably use and does not use all or any portion of the Premises to conduct its business as a result of such Event, then the Rent payable by Lessee hereunder shall be equitably abated or reduced but only to the extent of such insurance proceeds, effective the first day of such Event, based upon the portion or portions of the Premises affected by such Event and the degree of adverse effect of the Event upon the normal conduct of Lessee’s business at the Premises, until such interruption is remedied or such insurance proceeds are no longer available, whichever occurs first.
52.	Intentionally Deleted.
53.	Satellite Dish
	Provided that the Lease is then in full force and effect and there is no Breach then in effect, Lessee shall be permitted, subject to approval by all applicable governmental authorities, to install, maintain and operate a satellite dish or dishes on the roof of the Building (collectively, the “Dishes”) for the sole use of Lessee during the term of the Lease, the precise location of which shall be subject to Lessor’s prior written approval not to be unreasonably withheld, conditioned or delayed, at Lessee’s sole cost and expense. Lessee shall obtain Lessor’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, to any roof penetrations. The installation, maintenance and operation of the Dishes shall be in accordance with the provisions of the Lease and shall be performed at Lessee’s sole cost and expense. Lessee will ensure that the Dishes, and each part of them, will be installed by licensed contractors in accordance with all federal, state and local rules and building codes. Lessee will obtain, at its sole cost and expense, all Federal Communications Commission and other licenses or approvals required to install and operate the Dishes and shall repair any and all damage to the Project (including, but not limited to, the roof of the Building) caused as a result of

5

	Lessee’s installation of the Dishes. The Dishes are and shall remain the property of Lessee or Lessee’s assignee, transferee or sublessee, and Lessor and Lessee agree that the Dishes are not, and installation of the Dishes at the Project shall not cause the Dishes to become, a fixture pursuant to the Lease or by operation of law. Lessee shall be responsible for the operation, repair and maintenance of the Dishes during the Term, at Lessee’s sole cost and expense, and upon the expiration or other termination of the Lease, Lessee shall remove the Dishes and repair any and all damage to the Project (including, but not limited to, the roof of the Building) caused as a result of such removal. In the event Lessor repairs or replaces the roof during the Term, Lessee will relocate or, if necessary, remove the Dishes from the roof at Lessee’s sole cost upon receipt of written request from Lessor. Lessor shall use commercially reasonable efforts to avoid the removal of the Dishes during any such repair or replacement of the roof. Lessee shall be able to place the Dishes on the roof, at Lessee’s sole cost and expense, after Lessor completes repairing or replacing the roof which Lessor shall pursue in a reasonably diligent manner. Lessor may have its representative present at the installation or any reinstallation of the Dishes.
54.	Leasehold Improvements; Leasehold Improvement Allowance
	Lessee shall perform certain improvements to the Premises and Project, including, but not limited to, the following (the “Leasehold Improvements”): (a) installation of a new rigid roof for the entire Building; (b) replacement of the existing HVAC system servicing the Premises with a new HVAC system servicing the Premises; (c) replacement of existing power and related systems to provide adequate power for the Project (including adequate power for the space adjacent to the Premises consistent with that space’s current use as a production facility), including separate meters for the Premises and such adjacent space; (d) installation of a gate or opening in the fence at the eastern side of the Project to connect the parking area of the Project with Lessee’s parking area located on the adjacent property with a street address of 12401 West Olympic Boulevard (the “Adjacent Lessee Premises”); (e) replacement of existing flooring in the Premises with flooring of consistent with the flooring existing in the Adjacent Lessee Premises; (f) additional replacements and renovations to the Premises, which in Lessee’s reasonable discretion, will build out the Premises to a condition consistent with the Adjacent Lessee Premises; and (g) any changes necessary pursuant to Applicable Requirements as a result of the Leasehold Improvements, including, without limitation, the Americans with Disabilities Act.
	Lessor acknowledges that Lessor’s consent is not required for the Leasehold Improvements, except to the extent that such Leasehold Improvements are for Tenant’s specific use of the Premises other than general office use. Lessee shall complete the foregoing improvements on or before the first anniversary of the Commencement Date, subject to force majeure and any other event not within Lessee’s reasonable control. In consideration of Lessee’s agreement to perform the Leasehold Improvements, including, without limitation, the replacement of the roof and the power systems, Lessee shall receive a credit against monthly Base Rent (the “Rent Credit”) in the amount of $2,250.00 per month for sixty (60) months, commencing the month of November 2004 and continuing through and including the month of October 2009. Other than the Rent Credit, Lessor shall not be obligated to make any disbursement or concession pursuant to this Paragraph or otherwise in connection with the Leasehold Improvements.
	Lessee shall retain its own contractor to construct the Leasehold Improvements, which contractor shall be duly licensed, insured according to applicable law. Lessee shall be solely responsible for obtaining all permits necessary to complete the Leasehold Improvements. Upon Lessee obtaining all necessary permits, Lessee shall commence the Leasehold Improvements. All Leasehold Improvements shall be constructed in accordance with all rules, regulations, laws, statutes, ordinances and codes promulgated by all applicable governmental entities, including without limitation, the City of Los Angeles. During the course of construction of the Leasehold Improvements, Lessor or Lessor’s agents or consultants may inspect the Leasehold Improvement work, upon

6

	reasonable prior notice to Lessee and provided that Lessee has the opportunity to have its representative accompany Lessor or its agent or consultant during such inspection. Lessee shall furnish to Lessor executed construction permits and such invoices, affidavits, releases, and other documentation as Lessor may reasonably request, to be assured, to Lessor’s satisfaction, that the Leasehold Improvements have been completed and have been paid for by Lessee. Lessee shall obtain all customary warranties or guarantees from third parties performing the Leasehold Improvements and shall provide Lessor with copies of all such third party warranties or guarantees. Lessee shall notify Lessor prior to commencing construction of the Leasehold Improvements and allow Lessor a reasonably sufficient period of time in which to post notices of non-responsibility at the Premises prior to the commencement of the Leasehold Improvements. Lessee shall indemnify and hold Lessor harmless from and against any claims in connection with Lessee’s performance of the Leasehold Improvements, including, without limitation, claims of Lessee’s contractors and subcontractors.
55.	Interpretation.
	Lessor and Lessee have had the opportunity to review and revise the Lease and to seek the advice of counsel. As such, the Lease shall be construed and interpreted as the joint work product of Lessor and Lessee and/or their attorneys. The rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in any interpretation of the Lease. The Lease and all of its terms shall be construed equally as to Lessor and Lessee.

        IN WITNESS WHEREOF, Lessor and Lessee have executed this Addendum concurrently with the Lease of even date herewith.

LESSOR:

	/s/ Martin Shepard
	MARTIN SHEPARD, Trustee of
	The Shephard Family Trust of 1998
LESSEE:	VCA ANTECH, INC.,
	a Delaware corporation
	By:	/s/ Neil Tauber
	Its:	Senior Vice President

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EX-10.21

exv10w21

EX-21.1

EXHIBIT 21.1

SUBSIDIARIES OF VCA ANTECH, INC.

	Jurisdiction of
Name of Subsidiary	Organization
Vicar Operating, Inc.	Delaware
Albany Veterinary Clinic	California
Animal Care Center at Mill Run, Inc.	Ohio
Animal Care Centers of America, Inc.	Ohio
Arroyo PetCare Center, Inc.	California
Associates in Pet Care, Inc.	Wisconsin
Diagnostic Veterinary Service, Inc.	California
East Mill Plain Animal Hospital, Inc.	Washington
Edgebrook, Inc.	New Jersey
Florida Veterinary Laboratories, Inc.	Florida
Indiana Veterinary Diagnostic Lab, Inc.	Indiana
Lewelling Veterinary Clinic, Inc.	California
National PetCare Centers, Inc.	Delaware
Pet’s Choice, Inc.	Washington
Pets’ Rx, Inc.	Delaware
Preston Park Animal Hospital, Inc.	California
Sound Technologies, Inc.	Delaware
South County Veterinary Clinic, Inc.	California
The Pet Practice of Michigan, Inc.	Delaware
Toms River Veterinary Hospital, P.A.	New Jersey
VCA — Asher, Inc.	California
VCA Alabama, Inc.	Alabama
VCA Albany Animal Hospital, Inc.	California
VCA All Pets Animal Complex, Inc.	California
VCA Animal Hospitals, Inc.	California
VCA Centers — Texas, Inc.	Texas
VCA Cenvet, Inc.	California
VCA Clarmar Animal Hospital, Inc.	California
VCA Clinical Veterinary Labs, Inc.	California
VCA Clinipath Labs, Inc.	California
VCA Closter, Inc.	New Jersey
VCA Dover Animal Hospital, Inc.	Delaware
VCA Kaneohi Animal Hospital, Inc.	California
VCA Miller-Robertson #152	California
VCA Missouri, Inc.	Missouri
VCA Northwest Veterinary Diagnostics, Inc.	California
VCA of New York, Inc.	Delaware
VCA Professional Animal Laboratory, Inc.	California
VCA Real Property Acquisition Corporation	California
VCA Texas Holdings, Inc.	Delaware
VCA Texas Management, Inc.	California
Veterinary Centers of America — Texas, L.P.	Texas
West Los Angeles Veterinary Medical Group, Inc.	California

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors of VCA Antech, Inc.:

      We consent to the incorporation by reference in the registration statements (Nos. 333-81614 and 333-107557) on Form S-8 and the registration statements (Nos. 333-108135 and 333-114471) on Form S-3 of VCA Antech, Inc. of our reports dated March 9, 2006, with respect to the consolidated balance sheets of VCA Antech, Inc. and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of income, stockholders’ equity, comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2005, and the related financial statement schedules, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005, and the effectiveness of internal control over financial reporting as of December 31, 2005, which reports appear in the December 31, 2005 annual report on Form 10-K of VCA Antech, Inc.

      Our report dated March 9, 2006, on management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2005, contains an explanatory paragraph that states management excluded Pet’s Choice, Inc. from its assessment of the effectiveness of VCA Antech, Inc.’s internal control over financial reporting as of December 31, 2005, and that our audit of internal control over financial reporting of VCA Antech, Inc. also excluded an evaluation of the internal control over financial reporting of Pet’s Choice, Inc.

/s/ KPMG LLP

Los Angeles, California
March 9, 2006

EX-31.1

EXHIBIT 31.1

Certification of

Chief Executive Officer

of VCA Antech, Inc.

I, Robert L. Antin, certify that:

      1. I have reviewed this annual report on Form 10-K of VCA Antech, Inc.;

      2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

      4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

      a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

      b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

      c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

      d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

      5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

      a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

      b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 9, 2006

/s/ Robert L. Antin

Robert L. Antin

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of

Chief Financial Officer

of VCA Antech, Inc.

I, Tomas W. Fuller, certify that:

      1. I have reviewed this annual report on Form 10-K of VCA Antech, Inc.;

      2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

      4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

      a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

      b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

      c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

      d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

      5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

      a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

      b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 9, 2006

/s/ Tomas W. Fuller

Tomas W. Fuller

Chief Financial Officer, Principal Financial Officer, Vice President and Secretary

EX-32.1

EXHIBIT 32.1

Certification of

Chief Executive Officer & Chief Financial Officer

of VCA Antech, Inc.

      This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies this annual report on Form 10-K (the “Report”) for the period ended December 31, 2005 of VCA Antech, Inc. (the “Issuer”).

      Each of the undersigned, who are the Chief Executive Officer and Chief Financial Officer, respectively, of VCA Antech, Inc., hereby certify that, to the best of each such officer’s knowledge:

      (i) the Report fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

      (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

Dated: March 9, 2006

/s/ Robert L. Antin

Robert L. Antin

Chief Executive Officer

/s/ Tomas W. Fuller

Tomas W. Fuller

Chief Financial Officer, Principal Financial Officer, Vice President and Secretary