Warrant to Purchase 2,729,000 Shares of Common Stock



 Exhibit 10.1 
  
 THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE UNDERLYING SHARES WHICH MAY BE ACQUIRED UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR
INVESTMENT ONLY AND NOT WITH A VIEW TO DISTRIBUTION THEREOF. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE
UNDERLYING SHARES WHICH MAY BE ACQUIRED UPON EXERCISE MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS AN APPROPRIATE REGISTRATION STATEMENT UNDER APPLICABLE SECURITIES LAWS IS THEN IN EFFECT WITH RESPECT THERETO, OR UNLESS AN OPINION OF COUNSEL IN FORM
AND SUBSTANCE SATISFACTORY TO THE ISSUER IS PROVIDED THAT REGISTRATION IS NOT REQUIRED UNDER SUCH LAWS. 
  

			
	 	  	Warrant to Purchase
		
	Date: January 3, 2006	  	        2,729,000
		
	 	  	Shares of Common Stock,
	 	  	as herein described

  

	No.	285 

  
 OurPet’s 
  
 Company 
  

  
 Common Stock Purchase Warrant 
  

  
 Article 1. General Provisions.

  
 Section 1.01 This certifies that PET ZONE PRODUCTS LTD., a limited
liability company organized under the laws of the State of Ohio (the “Holder”), is entitled to purchase, at any time on or after January 3, 2006 (the “Effective Date”) and on or before January 2, 2011
(the “Expiration Date”), that number of fully paid and non-assessable shares of Common Stock, without par value, of OURPET’S COMPANY, a corporation incorporated under the laws of the State of Colorado (the
“Company”), as set forth above, at the exercise price of: 
  
 (a) $0.60 U.S. per share, if exercised on or after January 3, 2006 and on or before January 2, 2009; 







 (b) $0.675 U.S. per share, if exercised on or after January 3, 2009 and on or before
January 2, 2010; and 
  
 (c) $0.75 U.S. per share, if
exercised on or after January 3, 2010 and on or before January 2, 2011, 
  
 all subject to adjustment as hereinafter provided. 
  
 Article 2. Duration and Exercise of Warrants. 
  
 Section 2.01 Duration of Warrants. This Warrant may be exercised at any time on or after the Effective Date and prior to the
close of business on the Expiration Date. 
  
 Section 2.02 Terms of
Exercise. This Warrant shall entitle the holder hereof to purchase the number of shares of Common Stock set forth in Article 1, subject to adjustment as herein provided (the “Warrant Shares”),
upon payment of the amount per share set forth in Section 1.01, subject to adjustment as herein provided (the “Exercise Price”). 
  
 Section 2.03 Exercise of Warrant. 
  
 (a) This warrant may be exercised in whole or in part by surrendering it, together with a subscription in the form attached hereto duly executed,
accompanied by a certified or official bank check (or such other form of payment as the Company may accept) in payment of the Exercise Price. Warrants may be surrendered at the Company’s corporate offices indicated in Section 7.02
hereof, or as such corporate office may be relocated from time to time. 
  
 (b) Notwithstanding the foregoing, the Holder may, without the payment of cash or other consideration (other than the surrender of the right to purchase certain Warrant Shares implicit in the following formula), exercise this Warrant
for “Net Warrant Shares”. The Holder shall provide written notice to the Company specifying the gross number of Warrant Shares as to which this Warrant is then exercised. The number of Net Warrant Shares deliverable upon such exercise will
be determined by the following formula: Net Warrant Shares = [WS x (CP - EP)]/CP, where “WS” is the gross number of Warrant Shares as to which this Warrant is to be exercised; “CP” is the average market price of the Common Stock
on the ten (10) trading days preceding the date of the request to exercise this Warrant; and “EP” shall mean the then applicable Exercise Price. 
  

(c) This Warrant shall be exercisable during the period provided in Section 2.01 at any time or in whole or from time to time in
part. As soon as practicable after the Warrant has been so exercised, the Company shall issue and deliver or cause to be delivered to, or upon the order of, the holder of the Warrant, in such name or names as may be directed by such holder, a
certificate or certificates for the number of full Warrant Shares to which such holder is entitled and, if this Warrant shall not have been exercised in full, a new Warrant for the number of shares of Common Stock as to which this Warrant shall not
have been exercised, subject to the surrender of the right to purchase certain Warrant Shares implicit in the exercise of this Warrant under Section 2.03(b). This Warrant, when so surrendered, shall be cancelled by or on behalf of the Company.








 Section 2.04 Common Stock Issued Upon Exercise of Warrant. 
  
 (a) All Warrant Shares shall be duly authorized, validly issued,
fully paid and nonassessable. The Company shall pay all documentary stamp taxes attributable to the initial issuance of Warrant Shares. The Company shall not be required, however, to pay any tax imposed in connection with any transfer involved in
the issue of the Warrant Shares in a name other than that of that holder of this Warrant upon exercise. In such case, the Company shall not be required to issue any certificate for Warrant Shares until the person or persons requesting the same shall
have paid to the Company the amount of any such tax or shall have established to the Company’s satisfaction that the tax has been paid or that no tax is due. 
  
 (b) Irrespective of the date of issue of certificates for any Warrant Shares acquired upon exercise of this Warrant,
each person in whose name any certificate is issued shall be deemed to have become the holder of record of the Warrant Shares represented thereby on the date on which this Warrant was exercised and payment of the Exercise Price was tendered as
provided in Section 2.03 with respect to such Warrant Shares. 
  
 Article 3. Anti-Dilution Provisions. 
  
 Section 3.01 Adjustment of Exercise Price and Number of Warrant Shares. The Exercise Price shall be subject to adjustment from time to time as provided in this Article 3. Upon each adjustment of the Exercise
Price, the holder of this Warrant shall be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of Warrant Shares, calculated to the nearest full share, obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant to the provisions of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.

  
 Section 3.02 Stock Dividends. If the Company shall
declare a dividend or any other distribution upon any capital stock which is payable in shares of Common Stock, the Exercise Price shall be reduced to the quotient obtained by dividing (i) the number of shares of Common Stock outstanding
immediately prior to such declaration multiplied by the then effective Exercise Price by (ii) the total Common Stock and all convertible securities issuable in payment of any dividend or other distribution upon the capital stock of the Company
shall be deemed to have been issued or sold without consideration. 
  
 Section
3.03 Stock Splits and Reverse Stock Splits. If the Company shall subdivide its outstanding shares of Common Stock into a greater number of shares, the Exercise Price shall be proportionately reduced and the number of Warrant Shares
issuable upon exercise of this Warrant shall be proportionately increased. If the Company shall combine the outstanding shares of Common Stock into a smaller number of shares, the Exercise Price shall be proportionately increased and the number of
Warrant Shares issuable upon exercise of this Warrant shall be proportionately decreased. 







 Section 3.04 Reorganizations. If any capital reorganization or reclassification of the Company, or
any consolidation or merger of the Company with another corporation, shall be affected in such a way that the holders of the Common Stock shall be entitled to receive securities or assets with respect to or in exchange for shares of Common Stock,
adequate provision shall be made, prior to and as a condition of such reorganization, reclassification, consolidation or merger whereby the holder of this Warrant shall have the right to receive, upon the terms and conditions specified herein and in
lieu of the Warrant Shares otherwise receivable upon the exercise of this Warrant, such securities or assets as may be issued or payable with respect to or in exchange for the number of outstanding shares of Common Stock equal to the number of
Warrant Shares otherwise receivable had such reorganization, reclassification, consolidation or merger not taken place. In any such case appropriate provision shall be made with respect to the rights and interests of such holder so that the
provisions of this Warrant shall be applicable with respect to any securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not affect any such consolidation or merger unless prior to or simultaneously with the
consummation thereof the survivor or successor corporation resulting from such consolidation or merger shall assume by written instrument delivered to the holder of this Warrant the obligation to deliver to such holder such securities or assets as
such holder may be entitled to receive. 
  
 Section 3.05 Form of
Warrant. This Warrant need not be changed because of any adjustment to the Exercise Price or any change in the amount or nature of securities issuable or deliverable pursuant to this Article 3. The Company may, however, in its
discretion, at any time change the form of Warrants to reflect any such change in the amount or nature of securities issuable or deliverable upon exercise, provided such change in form does not otherwise affect the substance thereof. 
  
 Article 4. Other Provisions for Protection of Warrantholders.

  
 Section 4.01 Reservation of Shares. The Company shall
at all times reserve and keep available such number of shares of its authorized but unissued Common Stock as shall from time to time be sufficient to permit the exercise of all outstanding Warrants. If at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient for such purpose, the Company will take such action as, in the opinion of its counsel, may be necessary to increase its authorized but unissued Common Stock to such number of shares as shall be
sufficient for such purpose. 
  
 Section 4.02 Lost and Misplaced
Warrant Certificates. If any Warrant becomes lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnify or otherwise as it may in its discretion impose, issue a new Warrant of like denomination, tenor and dates as
the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall at any time be enforceable
by anyone. 
  
 Section 4.03 Enforcement of Warrant Rights.
All rights of action are vested in the respective holders of the Warrants. Any holder of any Warrant may, in his own behalf and for his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company suitable
to enforce, or otherwise in respect of, his right to exercise his Warrant for the purchase of the number of Warrant Shares issuable or deliverable in exchange therefor. 







 Article 5. Transfer and Ownership of Warrants. 
  
 Section 5.01 Negotiability and Ownership. The Warrants have been, and,
if the Warrants are exercised, the Warrant Shares will be, acquired for the account of the holder for investment and not with a view to resale or further distribution thereof. This Warrant shall be transferable by the holder hereof only in
compliance with applicable securities laws. Any attempted transfer in contravention of this Section shall be null and void. Any such transferee may be required to execute an investment letter containing representations and warranties as to his or
her investment intent, financial sophistication and ability to bear the risk of any investment in the Warrants or the Warrant Shares and to satisfy the Company of the bona fide nature of such representations. 
  
 Section 5.02 Exchange of Warrants. At any time after the issuance and
prior to expiration, this Warrant may be surrendered at the corporate offices of the Company for exchange and, upon cancellation hereof, one or more new Warrants shall be issued as requested by the holder for the same aggregate number of shares.

  
 Article 6. Miscellaneous Provisions. 

 
 Section 6.01 Closing of Books. The Company will at no time close its
transfer books against the transfer of any warrant or of any shares of Common Stock issued or issuable upon the exercise of any warrant in any manner which interferes with the timely exercise of this Warrant. 
  
 Section 6.02 Modification and Waiver. This Warrant and any provision
hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought. 
  
 Section 6.03 Descriptive Headings and Governing Law. The description headings of the several articles, sections and paragraphs of this Warrant are
inserted for convenience only and do not constitute a part of this Warrant. This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Ohio, without regard to
conflict of laws principles. 
  
 Section 6.04 Notices. Any
notice given pursuant to this Agreement shall be made in accordance with the terms of the notice provision set forth in Section 10.3 of the Asset Purchase Agreement between the Company and Holder dated January 3, 2006. 
  
 IN WITNESS WHEREOF, this Warrant has been executed on behalf of the Company
on January 3, 2006. 
  

			
	OURPET’S COMPANY
		
	By:	 	 /s/ Steven Tsengas


	 	 	Steven Tsengas, President









 ASSIGNMENT 
  

To be executed by the registered holder to effect a transfer of the within Warrant, subject to the restrictions imposed by Section 5.01 of the Warrant.

  
 FOR VALUE RECEIVED, the undersigned
registered holder hereby sells, assigns and transfers unto 
  

	
	

	
	

	 (Address)

	
	



  
 the right to purchase the Common
Stock evidenced by the within Warrant, and does irrevocably constitute and appoint
                                 to transfer the said right on the books of the
Company, with full power of substitution. 
  
 Dated:                     
  
 SIGNATURE 

	 	


  
 NOTICE: The signature to this Assignment must correspond with the name as written upon the face of the within Warrant, in every particular, without alteration or change whatsoever, and must be
guaranteed by a bank or trust company, or be a firm having membership on a registered national securities exchange. 







 EXERCISE OF WARRANT 
  
 The undersigned, registered holder or assignee of such registered holder of the within Warrant, hereby (1) subscribes
for
                                        
shares of Common Stock which the undersigned is entitled to purchase under the terms of the within Warrant, (2) makes the full cash payment therefore called for by the within Warrant, and (3) directs that the Common Stock issuable upon
exercise of said Warrant be issued as described hereunder. 
  

	
	

	
	

	 (Address)

	
	

	 (Signature)



  
 Dated:                     
  
 NOTICE: The signature to this Assignment must correspond with the name as written upon the face of the within Warrant, in every
particular, without alteration or change whatsoever, and must be guaranteed by a bank or trust company, or be a firm having membership on a registered national securities exchange. 
  
 [This form shall be modified by the Holder and the Company as appropriate in the event Holder exercises the Warrant, in whole or in
part, in accordance with Section 2.03(b) of the Warrant.]