<PAGE>

                                                                   Exhibit 10.19

                                 PROMISSORY NOTE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
 Principal     Loan Date    Maturity    Loan No   Call / Coll   Account   Officer   Initials
<S>           <C>          <C>          <C>       <C>            <C>        <C>     <C>
$200,000.00   04-02-2002   04-02-2007                            2920       KS
--------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the applicability
 of this document to any particular loan or item. Any item above containing "***" has been
                          omitted due to text length limitations.
--------------------------------------------------------------------------------------------

Borrower: OURPET'S COMPANY                          Lender: FIRSTMERIT BANK, N.A.
          1300 EAST STREET                                  COMMERCIAL BANKING #36300
          FAIRPORT HARBOR, OH 44077                         7800 REYNOLDS ROAD
                                                            MENTOR, OH 44060
                                                            (800) 589-9704

Cosigner: STEVEN TSENGAS
          EVANGELIA S. TSENGAS
          7768 LITCHFIELD
          MENTOR, OH 44060

============================================================================================
</TABLE>

Principal Amount: $200,000.00    Initial Rate: 6.750%    Date of Note: 4-12-02

PROMISE TO PAY. OURPET'S COMPANY and all cosigners signing this Note
("Borrower") jointly and severally promise to pay to FIRSTMERIT BANK, N.A.
("Lender"), or order, in lawful money of the United States of America, the
principal amount of Two Hundred Thousand & 00/100 Dollars ($200,000.00),
together with interest on the unpaid principal balance from 4-12-02, until paid
in full.

PAYMENT. Subject to any payment changes resulting from changes in the Index,
Borrower will pay this loan in accordance with the following payment schedule:

     Borrower will pay this loan in 59 principal payments of $3,334.00 plus
     accrued interest monthly beginning 5-15-02, the 60th payment will be a
     balloon payment for all principal and all accrued interest not yet paid.

Unless otherwise agreed or required by applicable law, payments will be applied
first to accrued unpaid interest, then to principal, and any remaining amount to
any unpaid collection costs and late charges. The annual interest rate for this
Note is computed on a 365/360 basis; that is, by applying the ratio of the
annual interest rate over a year of 360 days, multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal balance
is outstanding. Borrower will pay Lender at Lender's address shown above or at
such other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change
from time to time based on changes in an index which is Lender's Prime Rate (the
"Index"). This is the rate Lender charges, or would charge, on 90-day unsecured
loans to the most creditworthy corporate customers. This rate may or may not be
the lowest rate available from Lender at any given time. Lender will tell
Borrower the current Index rate upon Borrower's request. The interest rate
change will not occur more often than each DAY AS PRIME CHANGES. Borrower
understands that Lender may make loans based on other rates as well. The Index
currently is 4.750% per annum. The interest rate to be applied to the unpaid
principal balance of this Note will be at a rate of 2.000 percentage points over
the Index, resulting in an initial rate of 6.750% per annum. NOTICE: Under no
circumstances will the interest rate on this Note be more than the maximum rate
allowed by applicable law. Whenever increases occur in the interest rate,
Lender, at its option, may do one or more of the following: (A) increase
Borrower's payments to ensure Borrower's loan will pay off by its original final
maturity date, (B) increase Borrower's payments to cover accruing interest, (C)
increase the number of Borrower's payments, and (D) continue Borrower's payments
at the same amount and increase Borrower's final payment.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
under the payment schedule. Rather, early payments will reduce the principal
balance due and may result in Borrower's making fewer payments. Borrower agrees
not to send Lender payments marked "paid in full", "without recourse", or
similar language. If Borrower sends such a payment, Lender may accept it without
losing any of Lender's rights under this Note, and Borrower will remain
obligated to pay any further amount owed to Lender. All written communications
concerning disputed amounts, including any check or other payment instrument
that indicates that the payment constitutes "payment in full" of the amount owed
or that is tendered with other conditions or limitations or as full satisfaction
of a disputed amount must be mailed or delivered to: FIRSTMERIT BANK, N.A.;
COMMERCIAL BANKING #36300; 7800 REYNOLDS ROAD; MENTOR, OH 44060.

LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
7.000% of the regularly scheduled payment or $35.00, whichever is greater.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, Lender, at its option, may, if permitted under applicable law,
increase the variable interest rate on this Note to 8.000 percentage points over
the Index. The interest rate will not exceed the maximum rate permitted by
applicable law.

DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:

     Payment Default. Borrower fails to make any payment when due under this
     Note.

     Other Defaults. Borrower fails to comply with or to perform any other term,
     obligation, covenant or condition contained in this Note or in any of the
     related documents or to comply with or to perform any term, obligation,
     covenant or condition contained in any other agreement between Lender and
     Borrower.

     False Statements. Any warranty, representation or statement made or
     furnished to Lender by Borrower or on Borrower's behalf under this Note or
     the related documents is false or misleading in any material respect,
     either now or at the time made or furnished or becomes false or misleading
     at any time thereafter.

     Insolvency. The dissolution or termination of Borrower's existence as a
     going business, the insolvency of Borrower, the appointment of a receiver
     for any part of Borrower's property, any assignment for the benefit of
     creditors, any type of creditor workout, or the commencement of any
     proceeding under any bankruptcy or insolvency laws by or against Borrower.

     Creditor or Forfeiture Proceedings. Commencement of foreclosure or
     forfeiture proceedings, whether by judicial proceeding, self-help,
     repossession or any other method, by any creditor of Borrower or by any
     governmental agency against any collateral securing the loan. This includes
     a garnishment of any of Borrower's accounts, including deposit accounts,
     with Lender. However, this Event of Default shall not apply if there is a
     good faith dispute by Borrower as to the validity or reasonableness of the
     claim which is the basis of the creditor or forfeiture proceeding and if
     Borrower gives Lender written notice of the creditor or forfeiture
     proceeding and deposits with Lender monies or a surety bond for the
     creditor or forfeiture proceeding, in an amount determined by Lender, in
     its sole discretion, as being an adequate reserve or bond for the dispute.

<PAGE>

                                 PROMISSORY NOTE
                                   (Continued)                            Page 2

================================================================================

     Events Affecting Guarantor. Any of the preceding events occurs with respect
     to any guarantor, endorser, surety, or accommodation party of any of the
     indebtedness or any guarantor, endorser, surety, or accommodation party
     dies or becomes incompetent, or revokes or disputes the validity of, or
     liability under, any guaranty of the indebtedness evidenced by this Note.
     In the event of a death, Lender, at its option, may, but shall not be
     required to, permit the guarantor's estate to assume unconditionally the
     obligations arising under the guaranty in a manner satisfactory to Lender,
     and, in doing so, cure any Event of Default.

     Change In Ownership. Any change in ownership of Fifty Percent (5O%) or more
     of the common stock of Borrower.

     Adverse Change. A material adverse change occurs in Borrower's financial
     condition, or Lender believes the prospect of payment or performance of
     this Note is impaired.

     Insecurity. Lender in good faith believes itself insecure.

     Cure Provisions. If any default, other than a default in payment is curable
     and if Borrower has not been given a notice of a breach of the same
     provision of this Note within the preceding twelve (12) months, it may be
     cured (and no event of default will have occurred) if Borrower, after
     receiving written notice from Lender demanding cure of such default: (1)
     cures the default within fifteen (15) days; or (2) if the cure requires
     more than fifteen (15) days, immediately initiates steps which Lender deems
     in Lender's sole discretion to be sufficient to cure the default and
     thereafter continues and completes all reasonable and necessary steps
     sufficient to produce compliance as soon as reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender that amount. This
includes, subject to any limits under applicable law, Lender's attorneys' fees
and Lender's legal expenses, whether or not there is a lawsuit, including
attorneys' fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. If not
prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower against
the other.

GOVERNING LAW. This Note will be governed by, construed and enforced in
accordance with federal law and the laws of the State of Ohio. This Note has
been accepted by Lender in the State of Ohio.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the jurisdiction of the courts of LAKE County, State of Ohio.

CONFESSION OF JUDGMENT. Borrower hereby irrevocably authorizes and empowers any
attorney-at-law, including an attorney hired by Lender, to appear in any court
of record and to confess judgment against Borrower for the unpaid amount of this
Note as evidenced by an affidavit signed by an officer of Lender setting forth
the amount then due, attorneys' fees plus costs of suit, and to release all
errors, and waive all rights of appeal. If a copy of this Note, verified by an
affidavit, shall have been filed in the proceeding, it will not be necessary to
file the original as a warrant of attorney. Borrower waives the right to any
stay of execution and the benefit of all exemption laws now or hereafter in
effect. No single exercise of the foregoing warrant and power to confess
judgment will be deemed to exhaust the power, whether or not any such exercise
shall be held by any court to be invalid, voidable, or void; but the power will
continue undiminished and may be exercised from time to time as Lender may elect
until all amounts owing on this Note have been paid in full. Borrower waives any
conflict of interest that an attorney hired by Lender may have in acting on
behalf of Borrower in confessing judgment against Borrower while such attorney
is retained by Lender. Borrower expressly consents to such attorney acting for
Borrower in confessing judgment.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $27.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts, and, at Lender's option, to
administratively freeze all such accounts to allow Lender to protect Lender's
charge and setoff rights provided in this paragraph.

COLLATERAL. Borrower acknowledges this Note is secured by blanket filings on
corporate assets of Virtu Company and Ourpet's Company as previously filed, more
fully described in Commercial Security Agreements of even date.

FEE PROVISION. UPON RECEIPT OF BILLING FROM LENDER, I AGREE TO PAY A LOAN FEE OF
$1,000.00.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and its successors and assigns.

NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES.
Please notify us if we report any inaccurate information about your account(s)
to a consumer reporting agency. Your written notice describing the specific
inaccuracy(ies) should be sent to us at the following address: FIRSTMERIT
CORPORATION FirstMerit Bank, N.A. III Cascade Plaza Akron, OH 44308.

GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will
not affect the rest of the Note. Borrower does not agree or intend to pay, and
Lender does not agree or intend to contract for, charge, collect, take, reserve
or receive (collectively referred to herein as "charge or collect"), any amount
in the nature of interest or in the nature of a fee for this loan, which would
in any way or event (including demand, prepayment, or acceleration) cause Lender
to charge or collect more for this loan than the maximum Lender would be
permitted to charge or collect by federal law or the law of the State of Ohio
(as applicable). Any such excess interest or unauthorized fee shall, instead of
anything stated to the contrary, be applied first to reduce the principal
balance of this loan, and when the principal has been paid in full, be refunded
to Borrower. Lender may delay or forgo enforcing any of its rights or remedies
under this Note without losing them. Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, and notice of dishonor. Upon any change in the
terms of this Note, and unless otherwise expressly stated in writing, no party
who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan or release
any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security interest in the collateral; and take any other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties
also agree that Lender may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made. The obligations
under this Note are joint and several.

<PAGE>

                                 PROMISSORY NOTE
                                   (Continued)                            Page 3

================================================================================

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS AND THE
NOTICE TO COSIGNER SET FORTH BELOW. BORROWER AGREES TO THE TERMS OF THE
NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE,

================================================================================

     NOTICE: FOR THIS NOTICE "YOU" MEANS THE BORROWER AND "CREDITOR" AND "HIS"
     MEANS LENDER.

     WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
     TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
     WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO
     COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR
     WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY
     WITH THE AGREEMENT, OR ANY OTHER CAUSE.

================================================================================

BORROWER:

OURPET'S COMPANY


By: /s/ STEVEN TSENGAS
    -------------------------------------
    STEVEN TSENGAS, PRESIDENT of OURPET'S
    COMPANY


COSIGNER:

/s/ STEVEN TSENGAS                  /s/ EVANGELIA S. TSENGAS
---------------------------         ---------------------------------
STEVEN TSENGAS, Individually         EVANGELIA S. TSENGAS, Individually


LENDER:

FIRSTMERIT BANK.N.A.


/s/ KEN SINHA
---------------------
Authorized Signer

================================================================================
                               NOTICE TO COSIGNER

You are being asked to guarantee this debt. Think carefully before you do. If
the borrower doesn't pay the debt, you will have to. Be sure you can afford to
pay if you have to, and that you want to accept this responsibility.

You may have to pay up to the full amount of the debt if the borrower does not
pay. You may also have to pay late fees or collection costs, which increase this
amount.

The Lender can collect this debt from you without first trying to collect from
the borrower. The Lender can use the same collection methods against you that
can be used against the borrower, such as suing you, garnishing your wages, etc.
If this debt is ever in default, that fact may become a part of YOUR credit
record.

This notice is not the contract that makes you liable for the debt.
================================================================================

<PAGE>

                          ACKNOWLEDGMENT OF PRIME RATE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
 Principal     Loan Date    Maturity    Loan No.   Call/Coll   Account   Officer   Initials
<S>           <C>          <C>          <C>        <C>          <C>         <C>    <C>
$200,000.00   04-02-2002   04-02-2007                           2920        KS
-------------------------------------------------------------------------------------------
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
  applicability of this document to any particular loan or item. Any item above
      containing "***" has been omitted due to text length limitations.
--------------------------------------------------------------------------------

   Borrower:   OURPET'S COMPANY            Lender:   FIRSTMERIT BANK, N.A.
               1300 EAST STREET                      COMMERCIAL BANKING #36300
               FAIRPORT HARBOR, OH 44077             7800 REYNOLDS ROAD
                                                     MENTOR, OH 44060
                                                     (800) 589-9704

================================================================================

     FIRSTMERIT BANK, N.A.'s Prime Rate is a benchmark rate which Lender
     establishes from time to time and uses to compute an appropriate rate of
     interest for a particular loan contract.

     Generally, this benchmark rate is based on numerous factors, including
     Lender's supply of funds, its cost of funds, its administrative cost and
     competition from other suppliers of credit.

     The Prime Rate is only one reference device among several used by Lender to
     price loans. The Interest rate actually charged to a customer for a
     specific loan may be above or below Lender's Prime or benchmark rate; that
     actual rate will be determined based on several variables including
     perceived risks, nature of collateral, term and amount of the loan,
     competition, and the overall customer relationship.

     The undersigned acknowledges that the foregoing has been read and
     understood and that this document shall be a part of the terms and
     conditions of the loan contract and any renewals, extensions, or
     consolidations thereof.

     BORROWER:

     OURPET'S COMPANY


     By: /s/ STEVEN TSENGAS
         ------------------------------------
         STEVEN TSENGAS, PRESIDENT OF OURPET'S
         COMPANY

================================================================================

<PAGE>

                          COMMERCIAL SECURITY AGREEMENT

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
Principal     Loan Date    Maturity     Loan No.   Call/Coll   Account   Officer   Initials
-------------------------------------------------------------------------------------------
<S>           <C>          <C>                                   <C>       <C>
$200,000.00   04-02-2002   04-02-2007                            2920      KS
</TABLE>

    References in the shaded area are for Lender's use only and do not limit
       the applicability of this document to any particular loan or item.
             Any item above containing "***" has been omitted due to
                            text length limitations.
--------------------------------------------------------------------------------

Grantor:   OURPET'S COMPANY                 Lender:    FIRSTMERIT BANK, N.A.
           1300 EAST STREET                            COMMERCIAL BANKING #36300
           FAIRPORT HARBOR, OH 44077                   7800 REYNOLDS ROAD
                                                       MENTOR, OH 44060
                                                       (800) 589-9704
================================================================================

     THIS COMMERCIAL SECURITY AGREEMENT dated 4-12-02, is made and executed
     between OURPET'S COMPANY ("Grantor") and FIRSTMERIT BANK, N.A. ("Lender").

     GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to
     Lender a security interest in the Collateral to secure the Indebtedness and
     agrees that Lender shall have the rights stated in this Agreement with
     respect to the Collateral, in addition to all other rights which Lender may
     have by law.

     COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement
     means the following described property, whether now owned or hereafter
     acquired, whether now existing or hereafter arising, and wherever located,
     in which Grantor is giving to Lender a security interest for the payment of
     the Indebtedness and performance of all other obligations under the Note
     and this Agreement:

          All inventory, equipment, accounts (including but not limited to all
          health-care-insurance receivables), chattel paper, instruments
          (including but not limited to all promissory notes), letter-of-credit
          rights, letters of credit, documents, deposit accounts, investment
          property, money, other rights to payment and performance, and general
          intangibles (including but not limited to all software and all payment
          intangibles); all oil, gas and other minerals before extraction; all
          oil, gas, other minerals and accounts constituting as-extracted
          collateral; all fixtures; all timber to be cut; all attachments,
          accessions, accessories, fittings, increases, tools, parts, repairs,
          supplies, and commingled goods relating to the foregoing property, and
          all additions, replacements of and substitutions for all or any part
          of the foregoing property; all insurance refunds relating to the
          foregoing property; all good will relating to the foregoing property;
          all records and data and embedded software relating to the foregoing
          property, and all equipment, inventory and software to utilize,
          create, maintain and process any such records and data on electronic
          media; and all supporting obligations relating to the foregoing
          property; all whether now existing or hereafter arising, whether now
          owned or hereafter acquired or whether now or hereafter subject to any
          rights in the foregoing property; and all products and proceeds
          (including but not limited to all insurance payments) of or relating
          to the foregoing property as previously filed with the Colorado
          Secretary of State on January 2, 2002 as Document Number 2002000347.

     In addition, the word "Collateral" also includes all the following, whether
     now owned or hereafter acquired, whether now existing or hereafter arising,
     and wherever located:

          (A) All accessions, attachments, accessories, tools, parts, supplies,
          replacements and additions to any of the collateral described herein,
          whether added now or later.

          (B) All products and produce of any of the property described in this
          Collateral section.

          (C) All accounts, general intangibles, instruments, rents, monies,
          payments, and all other rights, arising out of a sale, lease, or other
          disposition of any of the property described in this Collateral
          section.

          (D) All proceeds (including insurance proceeds) from the sale,
          destruction, loss, or other disposition of any of the property
          described in this Collateral section, and sums due from a third party
          who has damaged or destroyed the Collateral or from that party's
          insurer, whether due to judgment, settlement or other process.

          (E) All records and data relating to any of the property described in
          this Collateral section, whether in the form of a writing, photograph,
          microfilm, microfiche, or electronic media, together with all of
          Grantor's right, title, and interest in and to all computer software
          required to utilize, create, maintain, and process any such records or
          data on electronic media.

     Despite any other provision of this Agreement, Lender is not granted, and
     will not have, a nonpurchase money security interest in household goods, to
     the extent such a security interest would be prohibited by applicable law.
     In addition, if because of the type of any Property, Lender is required to
     give a notice of the right to cancel under Truth in Lending for the
     Indebtedness, then Lender will not have a security interest in such
     Collateral unless and until such a notice is given.

     CROSS-COLLATERALIZATION. In addition to the Note, this Agreement secures
     all obligations, debts and liabilities, plus interest thereon, of Grantor
     to Lender, or any one or more of them, as well as all claims by Lender
     against Grantor or any one or more of them, whether now existing or
     hereafter arising, whether related or unrelated to the purpose of the Note,
     whether voluntary or otherwise, whether due or not due, direct or indirect,
     determined or undetermined, absolute or contingent, liquidated or
     unliquidated whether Grantor may be liable individually or jointly with
     others, whether obligated as guarantor, surety, accommodation party or
     otherwise, and whether recovery upon such amounts may be or hereafter may
     become barred by any statute of limitations, and whether the obligation to
     repay such amounts may be or hereafter may become otherwise unenforceable.

     RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves
     a right of setoff in all Grantor's accounts with Lender (whether checking,
     savings, or some other account). This includes all accounts Grantor holds
     jointly with someone else and all accounts Grantor may open in the future.
     However, this does not include any IRA or Keogh accounts, or any trust
     accounts for which setoff would be prohibited by law. Grantor authorizes
     Lender, to the extent permitted by applicable law, to charge or setoff all
     sums owing on the Indebtedness against any and all such accounts, and, at
     Lender's option, to administratively freeze all such accounts to allow
     Lender to protect Lender's charge and setoff rights provided in this
     paragraph.

     GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL.
     With respect to the Collateral, Grantor represents and promises to Lender
     that:

          Perfection of Security Interest. Grantor agrees to execute financing
          statements and to take whatever other actions are requested by Lender
          to perfect and continue Lender's security interest in the Collateral.
          Upon request of Lender, Grantor will deliver to Lender any and all of
          the documents evidencing or constituting the Collateral, and Grantor
          will note Lender's interest upon any and all chattel paper if not
          delivered to Lender for possession by Lender.

          Notices to Lender. Grantor will promptly notify Lender in writing at
          Lender's address shown above (or such other addresses as Lender may
          designate from time to time) prior to any (1) change in Grantor's
          name; (2) change in Grantor's assumed business name(s); (3) change

<PAGE>

                          COMMERCIAL SECURITY AGREEMENT
                                   (Continued)                            Page 2

================================================================================

          in the management of the Corporation Grantor; (4) change in the
          authorized signer(s); (5) change in Grantor's principal office
          address; (6) change in Grantor's state of organization; (7) conversion
          of Grantor to a new or different type of business entity; or (8)
          change in any other aspect of Grantor that directly or indirectly
          relates to any agreements between Grantor and Lender. No change in
          Grantor's name or state of organization will take effect until after
          Lender has received notice

          No Violation. The execution and delivery of this Agreement will not
          violate any law or agreement governing Grantor or to which Grantor is
          a party, and its certificate or articles of incorporation and bylaws
          do not prohibit any term or condition of this Agreement.

          Enforceability of Collateral. To the extent the Collateral consists of
          accounts, chattel paper, or general intangibles, as defined by the
          Uniform Commercial Code, the Collateral is enforceable in accordance
          with its terms, is genuine, and fully complies with all applicable
          laws and regulations concerning form, content and manner of
          preparation and execution, and all persons appearing to be obligated
          on the Collateral have authority and capacity to contract and are in
          fact obligated as they appear to be on the Collateral. At the time any
          Account becomes subject to a security interest in favor of Lender, the
          Account shall be a good and valid account representing an undisputed,
          bona fide indebtedness incurred by the account debtor, for merchandise
          held subject to delivery instructions or previously shipped or
          delivered pursuant to a contract of sale, or for services previously
          performed by Grantor with or for the account debtor. So long as this
          Agreement remains in effect, Grantor shall not, without Lender's prior
          written consent, compromise, settle, adjust, or extend payment under
          or with regard to any such Accounts. There shall be no setoffs or
          counterclaims against any of the Collateral, and no agreement shall
          have been made under which any deductions or discounts may be claimed
          concerning the Collateral except those disclosed to Lender in writing.

          Location of the Collateral. Except in the ordinary course of Grantor's
          business, Grantor agrees to keep the Collateral (or to the extent the
          Collateral consists of intangible property such as accounts or general
          intangibles, the records concerning the Collateral) at Grantor's
          address shown above or at such other locations as are acceptable to
          Lender. Upon Lender's request, Grantor will deliver to Lender in form
          satisfactory to Lender a schedule of real properties and Collateral
          locations relating to Grantor's operations, including without
          limitation the following: (1) all real property Grantor owns or is
          purchasing; (2) all real property Grantor is renting or leasing; (3)
          all storage facilities Grantor owns, rents, leases, or uses; and (4)
          all other properties where Collateral is or may be located.

          Removal of the Collateral. Except in the ordinary course of Grantor's
          business, including the sales of inventory, Grantor shall not remove
          the Collateral from its existing location without Lender's prior
          written consent. To the extent that the Collateral consists of
          vehicles, or other titled property, Grantor shall not take or permit
          any action which would require application for certificates of title
          for the vehicles outside the State of Colorado, without Lender's prior
          written consent. Grantor shall, whenever requested, advise Lender of
          the exact location of the Collateral.

          Transactions Involving Collateral. Except for inventory sold or
          accounts collected in the ordinary course of Grantor's business, or as
          otherwise provided for in this Agreement, Grantor shall not sell,
          offer to sell, or otherwise transfer or dispose of the Collateral.
          While Grantor is not in default under this Agreement, Grantor may sell
          inventory, but only in the ordinary course of its business and only to
          buyers who qualify as a buyer in the ordinary course of business. A
          sale in the ordinary course of Grantor's business does not include a
          transfer in partial or total satisfaction of a debt or any bulk sale.
          Grantor shall not pledge, mortgage, encumber or otherwise permit the
          Collateral to be subject to any lien, security interest, encumbrance,
          or charge, other than the security interest provided for in this
          Agreement, without the prior written consent of Lender. This includes
          security interests even if junior in right to the security interests
          granted under this Agreement. Unless waived by Lender, all proceeds
          from any disposition of the Collateral (for whatever reason) shall be
          held in trust for Lender and shall not be commingled with any other
          funds; provided however, this requirement shall not constitute consent
          by Lender to any sale or other disposition. Upon receipt, Grantor
          shall immediately deliver any such proceeds to Lender.

          Title. Grantor represents and warrants to Lender that Grantor holds
          good and marketable title to the Collateral, free and clear of all
          liens and encumbrances except for the lien of this Agreement. *No
          financing statement covering any of the Collateral is on file in any
          public office other than those which reflect the security interest
          created by this Agreement or to which Lender has specifically
          consented. Grantor shall defend Lender's rights in the Collateral
          against the claims and demands of all other persons.

          Repairs and Maintenance. Grantor agrees to keep and maintain, and to
          cause others to keep and maintain, the Collateral in good order,
          repair and condition at all times while this Agreement remains in
          effect. Grantor further agrees to pay when due all claims for work
          done on, or services rendered or material furnished in connection with
          the Collateral so that no lien or encumbrance may ever attach to or be
          filed against the Collateral.

          Inspection of Collateral. Lender and Lender's designated
          representatives and agents shall have the right at all reasonable
          times to examine and inspect the Collateral wherever located.

          Taxes, Assessments and Liens. Grantor will pay when due all taxes,
          assessments and liens upon the Collateral, its use or operation, upon
          this Agreement, upon any promissory note or notes evidencing the
          Indebtedness, or upon any of the other Related Documents. Grantor may
          withhold any such payment or may elect to contest any lien if Grantor
          is in good faith conducting an appropriate proceeding to contest the
          obligation to pay and so long as Lender's interest in the Collateral
          is not jeopardized in Lender's sole opinion. If the Collateral is
          subjected to a lien which is not discharged within fifteen (15) days,
          Grantor shall deposit with Lender cash, a sufficient corporate surety
          bond or other security satisfactory to Lender in an amount adequate to
          provide for the discharge of the lien plus any interest, costs,
          attorneys' fees or other charges that could accrue as a result of
          foreclosure or sale of the Collateral. In any contest Grantor shall
          defend itself and Lender and shall satisfy any final adverse judgment
          before enforcement against the Collateral. Grantor shall name Lender
          as an additional obligee under any surety bond furnished in the
          contest proceedings. Grantor further agrees to furnish Lender with
          evidence that such taxes, assessments, and governmental and other
          charges have been paid in full and in a timely manner. Grantor may
          withhold any such payment or may elect to contest any lien if Grantor
          is in good faith conducting an appropriate proceeding to contest the
          obligation to pay and so long as Lender's interest in the Collateral
          is not jeopardized.

          Compliance with Governmental Requirements. Grantor shall comply
          promptly with all laws, ordinances, rules and regulations of all
          governmental authorities, now or hereafter in effect, applicable to
          the ownership, production, disposition, or use of the Collateral.
          Grantor may contest in good faith any such law, ordinance or
          regulation and withhold compliance during any proceeding, including
          appropriate appeals, so long as Lender's interest in the Collateral,
          in Lender's opinion, is not jeopardized.

          Hazardous Substances. Grantor represents and warrants that the
          Collateral never has been, and never will be so long as this Agreement
          remains a lien on the Collateral, used in violation of any
          Environmental Laws or for the generation, manufacture, storage,
          transportation, treatment, disposal, release or threatened release of
          any Hazardous Substance. The representations and warranties contained
          herein are based on Grantor's due diligence in investigating the
          Collateral for Hazardous Substances. Grantor hereby (1) releases and
          waives any future claims against Lender for indemnity or contribution
          in the event Grantor becomes liable for cleanup or other costs under
          any Environmental Laws, and (2) agrees to indemnify and hold harmless
          Lender against any and all claims and losses resulting from a breach
          of this provision of this Agreement. This obligation to indemnify
          shall survive the payment of the Indebtedness and the satisfaction of
          this Agreement.

          Maintenance of Casualty Insurance. Grantor shall procure and maintain
          all risks insurance, including without limitation fire, theft and

          * AND SBA

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                          COMMERCIAL SECURITY AGREEMENT
                                   (Continued)                            Page 3

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          liability coverage together with such other insurance as Lender may
          require with respect to the Collateral, in form, amounts, coverages
          and basis reasonably acceptable to Lender and issued by a company or
          companies reasonably acceptable to Lender. Grantor, upon request of
          Lender, will deliver to Lender from time to time the policies or
          certificates of insurance in form satisfactory to Lender, including
          stipulations that coverages will not be cancelled or diminished
          without at least ten (10) days' prior written notice to Lender and not
          including any disclaimer of the insurer's liability for failure to
          give such a notice. Each insurance policy also shall include an
          endorsement providing that coverage in favor of Lender will not be
          impaired in any way by any act, omission or default of Grantor or any
          other person. In connection with all policies covering assets in which
          Lender holds or is offered a security interest, Grantor will provide
          Lender with such loss payable or other endorsements as Lender may
          require. If Grantor at any time fails to obtain or maintain any
          insurance as required under this Agreement, Lender may (but shall not
          be obligated to) obtain such insurance as Lender deems appropriate,
          including if Lender so chooses "single interest insurance," which will
          cover only Lender's interest in the Collateral.

          Application of Insurance Proceeds. Grantor shall promptly notify
          Lender of any loss or damage to the Collateral. Lender may make proof
          of loss if Grantor fails to do so within fifteen (15) days of the
          casualty. All proceeds of any insurance on the Collateral, including
          accrued proceeds thereon, shall be held by Lender as part of the
          Collateral. If Lender consents to repair or replacement of the damaged
          or destroyed Collateral, Lender shall, upon satisfactory proof of
          expenditure, pay or reimburse Grantor from the proceeds for the
          reasonable cost of repair or restoration. If Lender does not consent
          to repair or replacement of the Collateral, Lender shall retain a
          sufficient amount of the proceeds to pay all of the Indebtedness, and
          shall pay the balance to Grantor. Any proceeds which have not been
          disbursed within six (6) months after their receipt and which Grantor
          has not committed to the repair or restoration of the Collateral shall
          be used to prepay the Indebtedness.

          Insurance Reports. Grantor, upon request of Lender, shall furnish to
          Lender reports on each existing policy of insurance showing such
          information as Lender may reasonably request including the following:
          (1) the name of the insurer; (2) the risks insured; (3) the amount of
          the policy; (4) the property insured; (5) the then current value on
          the basis of which insurance has been obtained and the manner of
          determining that value; and (6) the expiration date of the policy.

     GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default and
     except as otherwise provided below with respect to accounts, Grantor may
     have possession of the tangible personal property and beneficial use of all
     the Collateral and may use it in any lawful manner not inconsistent with
     this Agreement or the Related Documents, provided that Grantor's right to
     possession and beneficial use shall not apply to any Collateral where
     possession of the Collateral by Lender is required by law to perfect
     Lender's security interest in such Collateral. Until otherwise notified by
     Lender, Grantor may collect any of the Collateral consisting of accounts.
     At any time and even though no Event of Default exists, Lender may exercise
     its rights to collect the accounts and to notify account debtors to make
     payments directly to Lender for application to the Indebtedness. If Lender
     at any time has possession of any Collateral, whether before or after an
     Event of Default, Lender shall be deemed to have exercised reasonable care
     in the custody and preservation of the Collateral if Lender takes such
     action for that purpose as Grantor shall request or as Lender, in Lender's
     sole discretion, shall deem appropriate under the circumstances, but
     failure to honor any request by Grantor shall not of itself be deemed to be
     a failure to exercise reasonable care. Lender shall not be required to take
     any steps necessary to preserve any rights in the Collateral against prior
     parties, nor to protect, preserve or maintain any security interest given
     to secure the Indebtedness.

     LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
     materially affect Lender's interest in the Collateral or if Grantor fails
     to comply with any provision of this Agreement or any Related Documents,
     including but not limited to Grantor's failure to discharge or pay when due
     any amounts Grantor is required to discharge or pay under this Agreement or
     any Related Documents, Lender on Grantor's behalf may (but shall not be
     obligated to) take any action that Lender deems appropriate, including but
     not limited to discharging or paying all taxes, liens, security interests,
     encumbrances and other claims, at any time levied or placed on the
     Collateral and paying all costs for insuring, maintaining and preserving
     the Collateral. All such expenditures incurred or paid by Lender for such
     purposes will then bear interest at the rate charged under the Note from
     the date incurred or paid by Lender to the date of repayment by Grantor.
     All such expenses will become a part of the Indebtedness and, at Lender's
     option, will (A) be payable on demand; (B) be added to the balance of the
     Note and be apportioned among and be payable with any installment payments
     to become due during either (1) the term of any applicable insurance
     policy; or (2) the remaining term of the Note; or (C) be treated as a
     balloon payment which will be due and payable at the Note's maturity. The
     Agreement also will secure payment of these amounts. Such right shall be in
     addition to all other rights and remedies to which Lender may be entitled
     upon Default.

     DEFAULT. Each of the following shall constitute an Event of Default under
     this Agreement:

          Payment Default. Grantor fails to make any payment when due under the
          Indebtedness.

          Other Defaults. Grantor fails to comply with or to perform any other
          term, obligation, covenant or condition contained in this Agreement or
          in any of the Related Documents or to comply with or to perform any
          term, obligation, covenant or condition contained in any other
          agreement between Lender and Grantor.

          False Statements. Any warranty, representation or statement made or
          furnished to Lender by Grantor or on Grantor's behalf under this
          Agreement or the Related Documents is false or misleading in any
          material respect, either now or at the time made or furnished or
          becomes false or misleading at any time thereafter.

          Defective Collateralization. This Agreement or any of the Related
          Documents ceases to be in full force and effect (including failure of
          any collateral document to create a valid and perfected security
          interest or lien) at any time and for any reason.

          Insolvency. The dissolution or termination of Grantor's existence as a
          going business, the insolvency of Grantor, the appointment of a
          receiver for any part of Grantor's property, any assignment for the
          benefit of creditors, any type of creditor workout, or the
          commencement of any proceeding under any bankruptcy or insolvency laws
          by or against Grantor.

          Creditor or Forfeiture Proceedings. Commencement of foreclosure or
          forfeiture proceedings, whether by judicial proceeding, self-help,
          repossession or any other method, by any creditor of Grantor or by any
          governmental agency against any collateral securing the Indebtedness.
          This includes a garnishment of any of Grantor's accounts, including
          deposit accounts, with Lender. However, this Event of

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                          COMMERCIAL SECURITY AGREEMENT
                                   (Continued)                            Page 4

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          Default shall not apply if there is a good faith dispute by Grantor as
          to the validity or reasonableness of the claim which is the basis of
          the creditor or forfeiture proceeding and if Grantor gives Lender
          written notice of the creditor or forfeiture proceeding and deposits
          with Lender monies or a surety bond for the creditor or forfeiture
          proceeding, in an amount determined by Lender, in its sole discretion,
          as being an adequate reserve or bond for the dispute.

          Events Affecting Guarantor. Any of the preceding events occurs with
          respect to guarantor, endorser, surety, or accommodation party of any
          of the Indebtedness or guarantor, endorser, surety, or accommodation
          party dies or becomes incompetent or revokes or disputes the validity
          of, or liability under, any Guaranty of the Indebtedness.

          Adverse Change. A material adverse change occurs in Grantor's
          financial condition, or Lender believes the prospect of payment or
          performance of the Indebtedness is impaired.

          Insecurity. Lender in good faith believes itself insecure.

          Cure Provisions. If any default, other than a default in payment is
          curable and if Grantor has not been given a notice of a breach of the
          same provision of this Agreement within the preceding twelve (12)
          months, it may be cured (and no event of default will have occurred)
          if Grantor, after receiving written notice from Lender demanding cure
          of such default: (1) cures the default within fifteen (15) days; or
          (2) if the cure requires more than fifteen (15) days, immediately
          initiates steps which Lender deems in Lender's sole discretion to be
          sufficient to cure the default and thereafter continues and completes
          all reasonable and necessary steps sufficient to produce compliance as
          soon as reasonably practical.

     RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this
     Agreement, at any time thereafter, Lender shall have all the rights of a
     secured party under the Colorado Uniform Commercial Code. In addition and
     without limitation, Lender may exercise any one or more of the following
     rights and remedies:

          Accelerate Indebtedness. Lender may declare the entire Indebtedness,
          including any prepayment penalty which Grantor would be required to
          pay, immediately due and payable, without notice of any kind to
          Grantor.

          Assemble Collateral. Lender may require Grantor to deliver to Lender
          all or any portion of the Collateral and any and all certificates of
          title and other documents relating to the Collateral. Lender may
          require Grantor to assemble the Collateral and make it available to
          Lender at a place to be designated by Lender. Lender also shall have
          full power to enter upon the property of Grantor to take possession of
          and remove the Collateral. If the Collateral contains other goods not
          covered by this Agreement at the time of repossession, Grantor agrees
          Lender may take such other goods, provided that Lender makes
          reasonable efforts to return them to Grantor after repossession.

          Sell the Collateral. Lender shall have full power to sell, lease,
          transfer, or otherwise deal with the Collateral or proceeds thereof in
          Lender's own name or that of Grantor. Lender may sell the Collateral
          at public auction or private sale. Unless the Collateral threatens to
          decline speedily in value or is of a type customarily sold on a
          recognized market, Lender will give Grantor, and other persons as
          required by law, reasonable notice of the time and place of any public
          sale, or the time after which any private sale or any other
          disposition of the Collateral is to be made. However, no notice need
          be provided to any person who, after Event of Default occurs, enters
          into and authenticates an agreement waiving that person's right to
          notification of sale. The requirements of reasonable notice shall be
          met if such notice is given at least ten (10) days before the time of
          the sale or disposition. All expenses relating to the disposition of
          the Collateral, including without limitation the expenses of retaking,
          holding, insuring, preparing for sale and selling the Collateral,
          shall become a part of the Indebtedness secured by this Agreement and
          shall be payable on demand, with interest at the Note rate from date
          of expenditure until repaid.

          Appoint Receiver. Lender shall have the right to have a receiver
          appointed to take possession of all or any part of the Collateral,
          with the power to protect and preserve the Collateral, to operate the
          Collateral preceding foreclosure or sale, and to collect the Rents
          from the Collateral and apply the proceeds, over and above the cost of
          the receivership, against the Indebtedness. The receiver may serve
          without bond if permitted by law. Lender's right to the appointment of
          a receiver shall exist whether or not the apparent value of the
          Collateral exceeds the Indebtedness by a substantial amount.
          Employment by Lender shall not disqualify a person from serving as a
          receiver. Receiver may be appointed by a court of competent
          jurisdiction upon ex parte application and without notice, notice
          being expressly waived.

          Collect Revenues, Apply Accounts. Lender, either itself or through a
          receiver, may collect the payments, rents, income, and revenues from
          the Collateral. Lender may at any time in Lender's discretion transfer
          any Collateral into Lender's own name or that of Lender's nominee and
          receive the payments, rents, income, and revenues therefrom and hold
          the same as security for the Indebtedness or apply it to payment of
          the Indebtedness in such order of preference as Lender may determine.
          Insofar as the Collateral consists of accounts, general intangibles,
          insurance policies, instruments, chattel paper, choses in action, or
          similar property, Lender may demand, collect, receipt for, settle,
          compromise, adjust, sue for, foreclose, or realize on the Collateral
          as Lender may determine, whether or not Indebtedness or Collateral is
          then due. For these purposes, Lender may, on behalf of and in the name
          of Grantor, receive, open and dispose of mail addressed to Grantor;
          change any address to which mail and payments are to be sent; and
          endorse notes, checks, drafts, money orders, documents of title,
          instruments and items pertaining to payment, shipment, or storage of
          any Collateral. To facilitate collection, Lender may notify account
          debtors and obligors on any Collateral to make payments directly to
          Lender.

          Obtain Deficiency. If Lender chooses to sell any or all of the
          Collateral, Lender may obtain a judgment against Grantor for any
          deficiency remaining on the Indebtedness due to Lender after
          application of all amounts received from the exercise of the rights
          provided in this Agreement. Grantor shall be liable for a deficiency
          even if the transaction described in this subsection is a sale of
          accounts or chattel paper.

          Other Rights and Remedies. Lender shall have all the rights and
          remedies of a secured creditor under the provisions of the Uniform
          Commercial Code, as may be amended from time to time. In addition,
          Lender shall have and may exercise any or all other rights and
          remedies it may have available at law, in equity, or otherwise.

          Election of Remedies. Except as may be prohibited by applicable law,
          all of Lender's rights and remedies, whether evidenced by this
          Agreement, the Related Documents, or by any other writing, shall be
          cumulative and may be exercised singularly or concurrently. Election
          by Lender to pursue any remedy shall not exclude pursuit of any other
          remedy, and an election to make expenditures or to take action to
          perform an obligation of Grantor under this Agreement, after Grantor's
          failure to perform, shall not affect Lender's right to declare a
          default and exercise its remedies.

     FEE PROVISION. UPON RECEIPT OF BILLING FROM LENDER, I AGREE TO PAY A LOAN
     FEE OF $1,000.00.

     MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part
     of this Agreement:

          Amendments. This Agreement, together with any Related Documents,
          constitutes the entire understanding and agreement of the parties as
          to the matters set forth in this Agreement. No alteration of or
          amendment to this Agreement shall be effective unless given in writing
          and signed by the party or parties sought to be charged or bound by
          the alteration or amendment.

          Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of
          Lender's costs and expenses; including Lender's attorneys' fees and

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                          COMMERCIAL SECURITY AGREEMENT
                                   (Continued)                            Page 5

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          Lender's legal expenses, incurred in connection with the enforcement
          of this Agreement. Lender may hire or pay someone else to help enforce
          this Agreement, and Grantor shall pay the costs and expenses of such
          enforcement. Costs and expenses include Lender's attorneys' fees and
          legal expenses whether or not there is a lawsuit, including attorneys'
          fees and legal expenses for bankruptcy proceedings (including efforts
          to modify or vacate any automatic stay or injunction), appeals, and
          any anticipated post-judgment collection services. Grantor also shall
          pay all court costs and such additional fees as may be directed by the
          court.

          Caption Headings. Caption headings in this Agreement are for
          convenience purposes only and are not to be used to interpret or
          define the provisions of this Agreement.

          Governing Law. This Agreement will be governed by, construed and
          enforced in accordance with federal law and the laws of the State of
          Ohio, except and only to the extent of procedural matters related to
          the perfection and enforcement of Lender's rights and remedies against
          the Collateral, which matters shall be governed by the laws of the
          State of Colorado. However, in the event that the enforceability or
          validity of any provision of this Agreement is challenged or
          questioned, such provision shall be governed by whichever applicable
          state or federal law would uphold or would enforce such challenged or
          questioned provision. The loan transaction which is evidenced by the
          Note and this Agreement has been applied for, considered, approved and
          made, and all necessary loan documents have been accepted by Lender in
          the State of Ohio.

          Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's
          request to submit to the jurisdiction of the courts of LAKE County,
          State of Ohio.

          No Waiver by Lender. Lender shall not be deemed to have waived any
          rights under this Agreement unless such waiver is given in writing and
          signed by Lender. No delay or omission on the part of Lender in
          exercising any right shall operate as a waiver of such right or any
          other right. A waiver by Lender of a provision of this Agreement shall
          not prejudice or constitute a waiver of Lender's right otherwise to
          demand strict compliance with that provision or any other provision of
          this Agreement. No prior waiver by Lender, nor any course of dealing
          between Lender and Grantor, shall constitute a waiver of any of
          Lender's rights or of any of Grantor's obligations as to any future
          transactions. Whenever the consent of Lender is required under this
          Agreement, the granting of such consent by Lender in any instance
          shall not constitute continuing consent to subsequent instances where
          such consent is required and in all cases such consent may be granted
          or withheld in the sole discretion of Lender.

          Notices. Any notice required to be given under this Agreement shall be
          given in writing, and shall be effective when actually delivered, when
          actually received by telefacsimile (unless otherwise required by law),
          when deposited with a nationally recognized overnight courier, or, if
          mailed, when deposited in the United States mail, as first class,
          certified or registered mail postage prepaid, directed to the
          addresses shown near the beginning of this Agreement. Any party may
          change its address for notices under this Agreement by giving formal
          written notice to the other parties, specifying that the purpose of
          the notice is to change the party's address. For notice purposes,
          Grantor agrees to keep Lender informed at all times of Grantor's
          current address. Unless otherwise provided or required by law, if
          there is more than one Grantor, any notice given by Lender to any
          Grantor is deemed to be notice given to all Grantors.

          Power of Attorney. Grantor hereby appoints Lender as Grantor's
          irrevocable attorney-in-fact for the purpose of executing any
          documents necessary to perfect, amend, or to continue the security
          interest granted in this Agreement or to demand termination of filings
          of other secured parties. Lender may at any time, and without further
          authorization from Grantor, file a carbon, photographic or other
          reproduction of any financing statement or of this Agreement for use
          as a financing statement. Grantor will reimburse Lender for all
          expenses for the perfection and the continuation of the perfection of
          Lender's security interest in the Collateral.

          Severability. If a court of competent jurisdiction finds any provision
          of this Agreement to be illegal, invalid, or unenforceable as to any
          circumstance, that finding shall not make the offending provision
          illegal, invalid, or unenforceable as to any other circumstance. If
          feasible, the offending provision shall be considered modified so that
          it becomes legal, valid and enforceable. If the offending provision
          cannot be so modified, it shall be considered deleted from this
          Agreement. Unless otherwise required by law, the illegality,
          invalidity, or unenforceability of any provision of this Agreement
          shall not affect the legality, validity or enforceability of any other
          provision of this Agreement.

          Successors and Assigns. Subject to any limitations stated in this
          Agreement on transfer of Grantor's interest, this Agreement shall be
          binding upon and inure to the benefit of the parties, their successors
          and assigns. If ownership of the Collateral becomes vested in a person
          other than Grantor, Lender, without notice to Grantor, may deal with
          Grantor's successors with reference to this Agreement and the
          Indebtedness by way of forbearance or extension without releasing
          Grantor from the obligations of this Agreement or liability under the
          Indebtedness.

          Survival of Representations and Warranties. All representations,
          warranties, and agreements made by Grantor in this Agreement shall
          survive the execution and delivery of this Agreement, shall be
          continuing in nature, and shall remain in full force and effect until
          such time as Grantor's Indebtedness shall be paid in full.

          Time is of the Essence. Time is of the essence in the performance of
          this Agreement.

          Waive Jury. All parties to this Agreement hereby waive the right to
          any jury trial in any action, proceeding, or counterclaim brought by
          any party against any other party.

     DEFINITIONS. The following capitalized words and terms shall have the
     following meanings when used in this Agreement. Unless specifically stated
     to the contrary, all references to dollar amounts shall mean amounts in
     lawful money of the United States of America. Words and terms used in the
     singular shall include the plural, and the plural shall include the
     singular, as the context may require. Words and terms not otherwise defined
     in this Agreement shall have the meanings attributed to such terms in the
     Uniform Commercial Code:

          Account. The word "Account" means a trade account, account receivable,
          other receivable, or other right to payment for goods sold or services
          rendered owing to Grantor (or to a third party grantor acceptable to
          Lender).

          Agreement. The word "Agreement" means this Commercial Security
          Agreement, as this Commercial Security Agreement may be amended or
          modified from time to time, together with all exhibits and schedules
          attached to this Commercial Security Agreement from time to time.

          Borrower. The word "Borrower" means OURPET'S COMPANY, and all other
          persons and entities signing the Note in whatever capacity.

          Collateral. The word "Collateral" means all of Grantor's right, title
          and interest in and to all the Collateral as described in the
          Collateral Description section of this Agreement.

          Default. The word "Default" means the Default set forth in this
          Agreement in the section titled "Default".

          Environmental Laws. The words "Environmental Laws" mean any and all
          state, federal and local statutes, regulations and ordinances relating
          to the protection of human health or the environment, including
          without limitation the Comprehensive Environmental Response,
          Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section
          9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization
          Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials
          Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource
          Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or
          other applicable state or federal laws, rules, or

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                          COMMERCIAL SECURITY AGREEMENT
                                   (Continued)                            Page 6
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          regulations adopted pursuant thereto.

          Event of Default. The words "Event of Default" mean any of the events
          of default set forth in this Agreement in the default section of this
          Agreement.

          Grantor. The word "Grantor" means OURPET'S COMPANY.

          Guaranty. The word "Guaranty" means the guaranty from guarantor,
          endorser, surety, or accommodation party to Lender, including without
          limitation a guaranty of all or part of the Note.

          Hazardous Substances. The words "Hazardous Substances" mean materials
          that, because of their quantity, concentration or physical, chemical
          or infectious characteristics, may cause or pose a present or
          potential hazard to human health or the environment when improperly
          used, treated, stored, disposed of, generated, manufactured,
          transported or otherwise handled. The words "Hazardous Substances" are
          used in their very broadest sense and include without limitation any
          and all hazardous or toxic substances, materials or waste as defined
          by or listed under the Environmental Laws. The term "Hazardous
          Substances" also includes, without limitation, petroleum and petroleum
          by-products or any fraction thereof and asbestos.

          Indebtedness. The word "Indebtedness" means the indebtedness evidenced
          by the Note or Related Documents, including all principal and interest
          together with all other indebtedness and costs and expenses for which
          Grantor is responsible under this Agreement or under any of the
          Related Documents.

          Lender. The word "Lender" means FIRSTMERIT BANK, N.A., its successors
          and assigns.

          Note. The word "Note" means the Note executed by Grantor and any
          cosigners in the principal amount of $200,000.00 dated 4-12-02,
          together with all renewals of, extensions of, modifications of,
          refinancings of, consolidations of, and substitutions for the note or
          credit agreement.

          Related Documents. The words "Related Documents" mean all promissory
          notes, credit agreements, loan agreements, environmental agreements,
          guaranties, security agreements, mortgages, deeds of trust, security
          deeds, collateral mortgages, and all other instruments, agreements and
          documents, whether now or hereafter existing, executed in connection
          with the Indebtedness.

     GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL
     SECURITY AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED
     4-12-02.

     GRANTOR:

     OURPET'S COMPANY


     By: /s/ STEVEN TSENGAS
        -------------------------------------
        STEVEN TSENGAS, PRESIDENT of OURPET'S
        COMPANY

     LENDER:


     FIRSTMERIT BANK, N.A.


     /s/ KEN SINHA
     ----------------------------------------
     Authorized Signer

================================================================================

<PAGE>

                         AGREEMENT TO PROVIDE INSURANCE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
 Principal     Loan Date    Maturity    Loan No   Call/Coll   Account   Officer   Initials
<S>           <C>          <C>          <C>       <C>          <C>        <C>     <C>
$200,000.00   04-02-2002   04-02-2007                          2920       KS
------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the applicability
                     of this document to any particular loan or item.
     Any item above containing "***" has been omitted due to text length limitations.
------------------------------------------------------------------------------------------

Grantor:  OURPET'S COMPANY                     Lender: FIRSTMERIT BANK, N.A.
          1300 EAST STREET                             COMMERCIAL BANKING #36300
          FAIRPORT HARBOR, OH 44077                    7800 REYNOLDS ROAD
                                                       MENTOR, OH 44060
                                                       (800) 589-9704

==========================================================================================
</TABLE>

INSURANCE REQUIREMENTS. Grantor, OURPET'S COMPANY ("Grantor"), understands that
insurance coverage is required in connection with the extending of a loan or the
providing of other financial accommodations to Grantor by Lender. These
requirements are set forth in the security documents for the loan. The following
minimum insurance coverages must be provided on the following described
collateral (the "Collateral"):

Collateral: All inventory, equipment, accounts (including but not limited to all
            health-care-insurance receivables), chattel paper, instruments
            (including but not limited to all promissory notes),
            letter-of-credit rights, letters of credit, documents, deposit
            accounts, investment property, money, other rights to payment and
            performance, and general intangibles (including but not limited to
            all software and all payment intangibles); all oil, gas and other
            minerals before extraction; all oil, gas, other minerals and
            accounts constituting as-extracted collateral; all fixtures; all
            timber to be cut; all attachments, accessions, accessories,
            fittings, increases, tools, parts, repairs, supplies, and commingled
            goods relating to the foregoing property, and all additions,
            replacements of and substitutions for all or any part of the
            foregoing property; all insurance refunds relating to the foregoing
            property; all good will relating to the foregoing property; all
            records and data and embedded software relating to the foregoing
            property, and all equipment, inventory and software to utilize,
            create, maintain and process any such records and data on electronic
            media; and all supporting obligations relating to the foregoing
            property; all whether now existing or hereafter arising, whether now
            owned or hereafter acquired or whether now or hereafter subject to
            any rights in the foregoing property; and all products and proceeds
            (including but not limited to all insurance payments) of or relating
            to the foregoing property as previously filed with the Colorado
            Secretary of State on January 2, 2002 as Document Number
            2002000347.

            Type. All risks, including fire, theft and liability.
            Amount. Full Insurable Value.
            Basis. Replacement value.
            Endorsements. Lender loss payable clause with stipulation that
            coverage will not be cancelled or diminished without a minimum of 10
            days prior written notice to Lender.
            Latest Delivery Date: By the loan closing date.

INSURANCE COMPANY. Grantor may obtain insurance from any insurance company
Grantor may choose that is reasonably acceptable to Lender. Grantor understands
that credit may not be denied solely because insurance was not purchased through
Lender.

FAILURE TO PROVIDE INSURANCE. Grantor agrees to deliver to Lender, on the latest
delivery date stated above, proof of the required insurance as provided above,
with an effective date of 4-12-02, or earlier. Grantor acknowledges and agrees
that if Grantor fails to provide any required insurance or fails to continue
such insurance in force, Lender may do so at Grantor's expense as provided in
the applicable security document. The cost of any such insurance, at the option
of Lender, shall be added to the indebtedness as provided in the security
document. GRANTOR ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH INSURANCE,
THE INSURANCE WILL PROVIDE LIMITED PROTECTION AGAINST PHYSICAL DAMAGE TO THE
COLLATERAL, UP TO AN AMOUNT EQUAL TO THE LESSER OF (1) THE UNPAID BALANCE OF
THE DEBT, EXCLUDING ANY UNEARNED FINANCE CHARGES, OR (2) THE VALUE OF THE
COLLATERAL; HOWEVER, GRANTOR'S EQUITY IN THE COLLATERAL MAY NOT BE INSURED. IN
ADDITION, THE INSURANCE MAY NOT PROVIDE ANY PUBLIC LIABILITY OR PROPERTY DAMAGE
INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTS OF ANY FINANCIAL
RESPONSIBILITY LAWS.

AUTHORIZATION. For purposes of insurance coverage on the Collateral, Grantor
authorizes Lender to provide to any person (including any insurance agent or
company) all information Lender deems appropriate, whether regarding the
Collateral, the loan or other financial accommodations, or both.

GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT TO PROVIDE
INSURANCE AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED 4-12-02.

GRANTOR:

OURPET'S COMPANY


By: /s/ STEVEN TSENGAS
    -------------------------------------
    STEVEN TSENGAS, PRESIDENT OF OURPET'S
    COMPANY