FIRST DEBENTURE

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES
ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER RULE 504 OF REGULATION D
PROMULGATED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES
LAWS.

US $995,500                                          January 20, 2004

             1% CONVERTIBLE DEBENTURE DUE JANUARY 20, 2009

THIS DEBENTURE of Universal Pet Care, Inc., a Hawaii corporation (the
"Company") in the aggregate principal amount of Nine Hundred Ninety
Five Thousand Five Hundred Dollars (US $995,500), is designated as its
$995,500, 1 percent Convertible Debenture due January 20, 2009 (the
"Debentures").

FOR VALUE RECEIVED, the Company promises to pay to HEM Mutual Assurance
LLC or its registered assigns (the "Holder"), the principal sum of Nine
Hundred Ninety Five Thousand Five Hundred Dollars (US $995,500), on or
prior to January 20, 2009 (the "Maturity Date") and to pay interest to
the Holder on the principal sum at the rate of one percent (1%) per
annum.  Interest shall accrue daily commencing on the Original Issuance
Date (as defined in Section 1 below) in the form of cash or common
stock of the Company selected by the Holder subject to the provisions
of Section 2(b) hereof, until payment in full of the principal sum,
together with all accrued and unpaid interest, has been made or duly
provided for.  If at any time after the Original Issuance Date an Event
of Default has occurred and is continuing, interest shall accrue at the
rate of eight percent (8%) per annum from the date of the Event of
Default and the applicable cure period through and including the date
of payment.  Interest due and payable hereunder shall be paid to the
person in whose name this Debenture (or one or more successor
Debentures) is registered on the records of the Company regarding
registration and transfers of the Debentures (the "Debenture
Register"); provided, however, that the Company's obligation to a
transferee of this Debenture shall arise only if such transfer, sale or
other disposition is made in accordance with the terms and conditions
hereof and of the Convertible Debenture Purchase Agreement (the
"Purchase Agreement") by and between the Company and the Purchaser (as
such term is defined in the Purchase Agreement), dated as of January
20, 2004, as the same may be amended from time to time.  A transfer of
the right to receive principal and interest under this Debenture shall
be transferable only through an appropriate entry in the Debenture
Register as provided herein.

If the Company in order to consummate a merger (the "Merger") enters
into a merger agreement or similar agreement with other parties (the
"Merger Partners"), the Merger Partners will effective upon the
consummation of any such Merger assume all of the obligations, jointly
and severally, with the Company, under this Debenture and substitute
the Company's Common Stock, into which this Debenture is convertible,
for common stock of such Merger Partner ("MP Common Stock") including
depositing 3,000,000 shares of MP Common Stock with  the Escrow Agent


(as defined in the Purchase Agreement).  If and when the Merger occurs,
at the time such Merger is effective, the Escrow Agent will deliver the
Company's Common Stock being held in accordance with the Purchase
Agreement and this Debenture to the Company.  If the Merger occurs,
then (i) references herein to Company Common Stock shall be references
to MP Common Stock and (ii) any references the Company shall be read as
references to the MP that issued the MP Common Stock as if this
Debenture were issued on the date hereof by the MP that issued the MP
Common Stock and the Company shall have no further obligations to issue
shares of Common Stock hereunder.  For the benefit of the Holder, the
Company shall use its best efforts to effectuate the intentions of this
paragraph.

If there is a Merger all of the provisions of this Debenture
(specifically including Section 4) shall be read and interpreted as if
this Debenture was issued by the Merger Partner issuing the MP Common
Stock on the date hereof and this Debenture was initially convertible
into MP Common Stock.

This Debenture is subject to the following additional provisions:

Section 1.  Definitions.  Capitalized terms used and not otherwise
defined herein shall have the meanings given such terms in the Purchase
Agreement.  As used in this Agreement, the following terms shall have
the following meanings:

"Adjusted Conversion Price" means the lesser of the Fixed Conversion
Price or the Floating Conversion Price one day prior to the record date
set for the determination of stockholders entitled to receive
dividends, distributions, rights or warrants as provided for in
Sections 4(c)(ii), (iii) and (iv).

"Company" shall mean the Company (as defined in the Purchase Agreement)
or in the event there is a Merger, shall mean such Merger Partner that
issues the MP Common Stock.

"Common Stock" shall mean the Common Stock (as defined in the Purchase
Agreement) and in the event there is a Merger, shall mean the MP Common
Stock (as adjusted for any reverse splits, forward splits, combination,
reclassification or stock dividend from the date the Purchase Agreement
is signed).

"Conversion Date" shall have the meaning set forth in Section 4(a)
hereof.

"Conversion Ratio" means, at any time, a fraction, the numerator of
which is the then outstanding principal amount represented by the
Debentures plus accrued but unpaid interest thereon, and the
denominator of which is the conversion price at such time.

"Fixed Conversion Price" shall have the meaning set forth in Section
4(c)i hereof.

"Floating Conversion Price" shall have the meaning set forth in Section
4(c)i hereof.

"Maximum Conversion" shall have the meaning set forth in Section
4(c)(i) hereof.

"Notice of Conversion" shall have the meaning set forth in Section 4(a)
hereof.



"Original Issuance Date" shall mean the date of the first issuance of
this Debenture regardless of the number of transfers hereof.


Section 2.  Denominations of Debentures; Interest on Debentures.  The
Debentures are exchangeable for an equal aggregate principal amount of
Debentures of different authorized denominations, as requested by the
Holder surrendering the same, but shall not be issuable in
denominations of less than integral multiplies of One Thousand Dollars
(US$1,000.00).  No service charge to the Holder will be made for such
registration of transfer or exchange.


Section 3.  Events of Default and Remedies.

I.  "Event of Default", when used herein, means any one of the
following events (whatever the reason and whether any such event shall
be voluntary or involuntary or effected by operation of law or pursuant
to any judgment, decree or order of any court, or any order, rule or
regulation of any administrative or governmental body):

(a)  any default in the payment of the principal of or interest on this
Debenture as and when the same shall become due and payable either at
the Maturity Date, by acceleration, conversion, or otherwise;

(b)  the Company shall fail to observe or perform any other covenant,
agreement or warranty contained in, or otherwise commit any breach of,
this Debenture, and such failure or breach shall not have been remedied
within five (5) Business Days of its receipt of notice of such failure
or breach;

(c)  the occurrence of any event or breach or default by the Company
under the Purchase Agreement or any other Transaction Document and , if
there is a cure period, such failure or breach shall not have been
remedied within the cure period provided for therein;

(d)  the Company or any of its Subsidiaries shall commence a voluntary
case under the United States Bankruptcy Code as now or hereafter in
effect or any successor thereto (the "Bankruptcy Code"); or an
involuntary case is commenced against the Company under the Bankruptcy
Code and the petition is not controverted within thirty (30) days, or
is not dismissed within sixty (60) days, after commencement of the
case; or a "custodian" (as defined in the Bankruptcy Code) is appointed
for, or takes charge of, all or any substantial part of the property of
the Company or the Company commences any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to the Company
or there is commenced against the Company any such proceeding which
remains undismissed for a period of sixty (60) days; or the Company is
adjudicated insolvent or bankrupt; or any order of relief or other
order approving any such case or proceeding is entered; or the Company
suffers any appointment of any custodian or the like for it or any
substantial part of its property which continues undischarged  or
unstayed for a period of thirty (30) days; or the Company makes a
general assignment for the benefit of creditors; or the Company shall
fail to pay, or shall state in writing that it is unable to pay its
debts generally as they become due; or the Company shall call a meeting
of its creditors with a view to arranging a composition or adjustment
of its debts; or the Company shall by any act or failure to act
indicate its consent to, approval of or acquiescence in any of the


foregoing; or any corporate or other action is taken by the Company for
the purpose of effecting any of the foregoing;

(e)  the Company shall default in any of its obligations under any
mortgage, indenture or instrument under which there may be issued, or
by which there may be secured or evidenced, any indebtedness of the
Company in an amount exceeding One Hundred Thousand Dollars
($100,000.00), whether such indebtedness now exists or shall hereafter
be created and such default shall result in such indebtedness becoming
or being declared due and payable prior to the date on which it would
otherwise become due and payable;

(f)  the Company shall have its Common Stock deleted or delisted, as
the case may be, from the American Stock Exchange, OTCBB or other
national securities exchange or market on which such Common Stock is
listed for trading or suspended from trading thereon, and shall not
have its Common Stock relisted or have such suspension lifted, as the
case may be, within ten (10) Trading Days of such deletion or
delisting;

(g)  notwithstanding anything herein to the contrary, but subject to
the limitations set forth in the Debentures, the Company shall fail to
deliver to the Escrow Agent share certificates representing the shares
of Common Stock to be issued upon conversion of the Debentures within
three (3) Business Days after to the Company's receipt  of notice from
the Escrow Agent to the Company that additional shares of Common Stock
are required to be placed in escrow pursuant to Section 4.14 of the
Purchase Agreement, Article 2 of the Escrow Agreement, and/or Section
4(b) of this Debenture;

(h)  the Company shall issue a press release, or otherwise make
publicly known, that it is not honoring a properly executed and duly
delivered Notice of Conversion complying with the terms of this
Debenture, the Purchase Agreement and the Escrow Agreement, for any
reason whatsoever; and

(i)  the Company issues or enters into an agreement to issue any
convertible security, any equity line of credit, or any security issued
pursuant to Rule 504 of Regulation D promulgated under the Securities
Act, other than to the Purchaser or any of its Affiliates or assigns,
during the period commencing on the date hereof and ending on the five
year anniversary of the Post-Closing Date, provided, however, that such
five year period shall immediately end upon the earlier of the (A) full
conversion of the Debentures and (B) the redemption of the outstanding
principal amount of the Debentures.

II. (a)  If any Event of Default occurs, and continues beyond a cure
period, if any, then the Holder may, by written notice to the Company,
accelerate all of the payments due under this Debenture by declaring
all amounts so due under this Debenture, whereupon the same shall
become immediately due and payable without presentment, demand, protest
or other notice of any kind, all of which are waived by the Company,
notwithstanding anything contained herein to the contrary, and the
Holder may immediately and without expiration of any additional grace
period enforce any and all of its rights and remedies hereunder and all
other remedies available to it under applicable law.  Such declaration
may be rescinded and annulled by the Holder at any time prior to
payment hereunder.  No such rescission or annulment shall affect any
subsequent Event of Default or impair any right consequent thereon.
This shall include, but not be limited to the right to temporary,
preliminary and permanent injunctive relief without the requirement of
posting any bond or undertaking.



(b)  The Holder may thereupon proceed to protect and enforce its rights
either by suit in equity and/or by action at law or by other
appropriate proceedings whether for the specific performance (to the
extent permitted by law) of any covenant or agreement contained in this
Debenture or in aid of the exercise of any power granted in this
Debenture, and proceed to enforce the payment of any of the Debentures
held by it, and to enforce any other legal or equitable right of such
Holder.

(c)  Except as expressly provided for herein, the Company specifically
(i) waives all rights it may have (A) to notice of nonpayment, notice
of default, demand, presentment, protest and notice of protest with
respect to any of the obligations hereunder or the shares of Common
Stock and (B) notice of acceptance hereof or of any other action taken
in reliance hereon, notice and opportunity to be heard before the
exercise by the Holder of the remedies of self-help, set-off, or other
summary procedures and all other demands and notices of any type or
description except for cure periods, if any; and (ii) releases the
Holder, its officers, directors, agents, employees and attorneys from
all claims for loss or damage caused by any act or failure to act on
the part of the Holder, its officers, attorneys, agents, directors and
employees except for gross negligence or willful misconduct.

(d)  As a non-exclusive remedy, upon the occurrence of an Event of
Default, the Holder may convert the remaining principal amount of the
Debentures and accrued interest thereon at the lesser of the Fixed
Conversion Price or the Floating Conversion Price upon giving a Notice
of Conversion to the Company.  Except as otherwise provided herein, the
Company shall not have the right to object to the conversion or the
calculation of the applicable conversion price, absent manifest error
and the Escrow Agent shall release the shares of Common Stock from
escrow upon notifying the Company of the conversion.

III.  To effectuate the terms and provision of this Debenture, the
Holder may give notice of any default to the Attorney-in-Fact as set
forth herein and give a copy of such notice to the Company and its
counsel, simultaneously, and request the Attorney-in-Fact to comply
with the terms of this Debenture and the Purchase Agreement and all
agreements entered into pursuant to the Purchase Agreement on behalf of
the Company.


Section 4.  Conversion.
(a)  Except as otherwise set forth herein or in the Purchase Agreement,
the unpaid principal amount of this Debenture shall be convertible into
shares of Common Stock at the Conversion Ratio as defined above, and
subject to the Limitation on Conversion described in Section 4.18 of
the Purchase Agreement, at the option of the Holder, in whole or in
part, at any time, commencing on the Original Issuance Date.  Such
shares of Common Stock shall be without any restriction and freely
tradable pursuant to Rule 504 of Regulation D of the Securities Act.
Any conversion under this Section 4(a) shall be for a minimum principal
amount of $1,000.00 of the Debentures plus the interest accrued and due
thereon.  The Holder shall effect conversions by surrendering the
Debenture to be converted to the Escrow Agent, together with the form
of notice attached hereto as Appendix I ("Notice of Conversion") in the
manner set forth in Section 4(j) hereof.  Each Notice of Conversion
shall specify the principal amount of Debentures to be converted and
the date on which such conversion is to be effected (the "Conversion
Date") which date shall not be less than two (2) Business Days after
the date on which the Notice of Conversion is delivered to the Escrow


Agent.  Subject to the last paragraph of Section 4(b) hereof, each
Notice of Conversion, once given, shall be irrevocable.  If the Holder
is converting less than all of the principal amount represented by the
Debentures tendered by the Holder in the Notice of Conversion, the
Company shall deliver to the Holder a new Debenture for such principal
amount as has not been converted within two (2) Business Days of the
Conversion Date.  In the event that the Escrow Agent holds the
Debentures on behalf of the Holder, the Company agrees that in lieu of
surrendering the Debentures upon every partial conversion, the Escrow
Agent shall give the Company and the Holder written notice of the
amount of the Debentures left unconverted.  Upon conversion in full of
the Debentures or upon the Maturity Date, the Escrow Agent shall return
the Debentures and the Escrow Shares, if any, to the Company for
cancellation.

(b)  Not later than two (2) Business Days after the Conversion Date,
the Escrow Agent shall deliver to the Holder (i) a certificate or
certificates representing the number of shares of Common Stock being
acquired upon the conversion of the Debentures, and once the Debentures
so converted in part shall have been surrendered to the Company, the
Company shall deliver to the Holder Debentures in the principal amount
of the Debentures not yet converted; provided, however, that the
Company shall not be obligated to issue certificates evidencing the
shares of Common Stock issuable upon conversion of the Debentures,
until the Debentures are either delivered for conversion to the Escrow
Agent or the Company or any transfer agent for the Debentures or Common
Stock, or the Holder notifies the Company that such Debentures have
been lost, stolen or destroyed and provides an affidavit of loss and an
agreement reasonably acceptable to the Company indemnifying the Company
from any loss incurred by it in connection with such loss, theft or
destruction.  In the case of a conversion pursuant to a Notice of
Conversion, if such certificate or certificates are not delivered by
the date required under this Section 4(b), the Holder shall be
entitled, upon providing written notice to the Company at any time on
or before its receipt of such certificate or certificates thereafter,
to rescind such conversion, in which event, the Company shall
immediately return the Debentures tendered for conversion.

Subject to any limitations set forth in the Purchase Agreement, the
Company agrees that at any time the conversion price of the Debentures
are such that the number of Escrow Shares is less than 200 percent of
the Full Conversion Shares, upon five (5) Business Days of the
Company's receipt of  notice of such circumstance from the Purchaser
and/or the Escrow Agent, the Company shall issue share certificates in
the name of the Purchaser and deliver the same to the Escrow Agent, in
such number that the new number of Escrow Shares is equal to 200
percent of the Full Conversion Shares.

(c)  (i)  The conversion price for the Debentures in effect on any
Conversion Date shall be the lesser of (a) the lesser of $0.95 and one
hundred twenty five percent (125%) of the average of the closing bid
prices per share of the Common Stock during the five (5) Trading Days
immediately preceding the Closing (as defined in the Purchase
Agreement) (the "Fixed Conversion Price") and (b) one hundred percent
(100%) of the average of the three (3) lowest closing bid prices per
share of the Common Stock during the forty (40) Trading Days
immediately preceding the Conversion Date (the "Floating Conversion
Price"); provided, however, that the aggregate maximum number of shares
of Common Stock that the First Debenture and Second Debenture may be
converted into shall be Three Million (3,000,000) shares (the "Maximum
Conversion"); and further provided, however, that upon the Maximum


Conversion, the Company shall, at its option (a) increase the Maximum
Conversion or (a) redeem the unconverted amount of the First Debenture
and Second Debenture in whole or in part at one hundred twenty five
percent (125%) of the unconverted amount of such Debentures being
redeemed plus accrued interest thereon. For purposes of determining the
closing bid price on any day, reference shall be to the closing bid
price for a share of Common Stock on such date on the OTCBB (or such
other exchange, market, or other system that the Common Stock is then
traded on), as reported on Bloomberg, L.P. (or similar organization or
agency succeeding to its functions of reporting prices).

  (ii)  If the Company, at any time while any of the Debentures are
outstanding, (a) shall pay a stock dividend or otherwise make a
distribution or distributions on shares of its Common Stock payable in
shares of its capital stock (whether payable in shares of its Common
Stock or of capital stock of any class), (b) subdivide outstanding
shares of Common Stock into a larger number of shares, (c)combine
outstanding shares of Common Stock into a smaller number of shares, or
(d) issue by reclassification any shares of capital stock of the
Company, the Fixed Conversion Price as applied in Section 4(c)(i) shall
be multiplied by a fraction, the numerator of which shall be the number
of shares of Common Stock of the Company outstanding immediately before
such event and the denominator of which shall be the number of shares
of Common Stock outstanding immediately after giving effect to such
event.  Any adjustment made pursuant to this Section 4(c)(ii) shall
become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective
date in the case of a subdivision, combination or reclassification,
provided that no adjustment shall be made if the Company does not
complete such dividend, distribution, subdivision, combination or
reclassification.

  (iii)  If, at any time while any of the Debentures are outstanding,
the Company issues or sells shares of Common Stock, or options,
warrants or other rights to subscribe for or purchase shares of Common
Stock (excluding shares of Common Stock issuable upon the conversion of
the Debentures or upon the exercise of options, warrants or conversion
rights granted prior to the date hereof) and at a price per share less
than the Per Share Market Value (as defined in the Purchase Agreement)
of the Common Stock at the issue date mentioned below, the Fixed
Conversion Price shall be multiplied by a fraction, the numerator of
which shall be the number of shares of Common Stock (excluding treasury
shares, if any) outstanding on the date of issuance of such shares,
options, warrants or rights plus the number of shares which the
aggregate offering price of the total number of shares so offered would
purchase at such Per Share Market Value, and the denominator of which
shall be the number of shares of Common Stock (excluding treasury
shares, if any) outstanding on the date of issuance of such options,
rights or warrants plus the number of additional shares of Common Stock
offered for subscription or purchase.  Such adjustment shall be made
whenever such options, rights or warrants are issued (and if such
adjustment is made, no further adjustment will be made when such
options, rights or warrants are exercised), and shall become effective
immediately after the record date for the determination of stockholders
entitled to receive such options, rights or warrants.  However, upon
the expiration of any options, right or warrant to purchase Common
Stock, the issuance of which resulted in an adjustment in the
conversion price designated in Section 4(c)(i) hereof pursuant to this
Section 4(c)(iii), if any such options, right or warrant shall expire
and shall not have been exercised, the Fixed Conversion Price shall


immediately upon such expiration be recomputed and effective
immediately upon such expiration be increased to the price which it
would have been (but reflecting any other adjustments in the conversion
price made pursuant to the provisions of this Section 4 after the
issuance of such rights or warrants) had the adjustment of the
conversion price made upon the issuance of such options, rights or
warrants been made on the basis of offering for subscription or
purchase only that number of shares of Common Stock actually purchased
upon the exercise of such options, rights or warrants actually
exercised.  There will be no adjustment under this Section 4(c)(iii) if
Common Stock is issued due to the exercise of (x) employee stock
options that were issued to such employee, or (y) other options,
warrants or rights to subscribe for or purchase that, in any case, are
issued at an exercise or subscription price equal to Per Share Market
Value.

  (iv)  If, at any time while Debentures are outstanding, the Company
distributes to all holders of Common Stock (and not to holders of
Debentures) evidences of Company indebtedness or assets, or rights or
warrants to subscribe for or purchase any security (excluding those
referred to in Section 4(c)(iii) hereof), then, in each such case, the
conversion price at which each Debenture then outstanding shall
thereafter be convertible shall be determined by multiplying (A) the
Fixed Conversion Price in effect immediately prior to the record date
fixed for determination of stockholders entitled to receive such
distribution by a fraction, the numerator of which shall be the Per
Share Market Value of the Common Stock determined as of the record date
mentioned above less the then fair market value at such record date of
the portion of such assets or evidence of indebtedness so distributed
applicable to one outstanding share of Common Stock as determined by
the Board of Directors in good faith and the denominator of which shall
be the Per Share Market Value of the Common Stock on such record date;
provided, however, that in the event of a distribution exceeding ten
percent (10%) of the net assets of the Company, such fair market value
shall be determined by a nationally recognized or major regional
investment banking firm or firm of independent certified public
accountants of nationally recognized standing (which may be the firm
that regularly examines the financial statements of the Company) (an
"Appraiser") selected in good faith by the holders of a majority of the
principal amount of the Debentures then outstanding; and provided,
further, that the Company, after receipt of the determination by such
Appraiser, shall have the right to select an additional Appraiser, in
which case such fair market value shall be equal to the average of the
determinations by each such Appraiser.  In either case the adjustments
shall be described in a statement provided to the Holder and all other
holders of Debentures of the portion of assets or evidences of
indebtedness so distributed or such subscription rights applicable to
one share of Common Stock.  Such adjustment shall be made whenever any
such distribution is made and shall become effective immediately after
the record date mentioned above.  The Company shall pay all fees and
expenses of any Appraiser selected under this Section 4(c)(iv).

  (v)  All calculations under this Section 4 shall be made to the
nearest 1/1000th of a cent or the nearest 1/1000th of a share, as the
case may be.  Any calculation equal to or over .005 shall be rounded up
to the next cent or share and any calculation less than .005 shall be
rounded down to the previous cent or share.

  (vi)  In the event the conversion price is not adjusted pursuant to
Section 4(c)(ii) or (v), within two (2) Business Days following the
occurrence of an event described therein and, in the case of Section


4c(iv), within three (3) Business Days following the determination of
the fair market value by the Appraiser(s), the Holder shall have the
right to require the Company to redeem the Debentures at 125% of the
Purchase Price and simultaneously pay such amount and all accrued
interest and dividends to the Holder pursuant to the written
instructions provided by the Holder.  The Company will have two (2)
Business Days to make the appropriate adjustment from the time the
Company is provided with written notice from the Holder of a failure to
comply with this Section 4.

  (vii)  Whenever the Fixed Conversion Price is adjusted pursuant to
Section 4(c)(ii),(iii) or (iv), the Company shall within two (2)
Business Days after the determination of the new Fixed Conversion Price
mail and fax (in the manner set forth in Section 4(j) hereof) to the
Holder and to each other holder of Debentures, a notice ("Company
Notice of Conversion Price Adjustment") setting forth the Fixed
Conversion Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment.

  (viii)  In case of any reclassification of the Common Stock, any
consolidation or merger of the Company with or into another person, the
sale or transfer of all or substantially all of the assets of the
Company or any compulsory share exchange pursuant to which the Common
Stock is converted into other securities, cash or property, then each
holder of Debentures then outstanding shall have the right thereafter
to convert such Debentures only into the shares of stock and other
securities and property receivable upon or deemed to be held by holders
of Common Stock following such reclassification, consolidation, merger,
sale, transfer or share exchange (except in the event the property is
cash, then the Holder shall have the right to convert the Debentures
and receive cash in the same manner as other stockholders), and the
Holder shall be entitled upon such event to receive such amount of
securities or property as the holder of shares of the Common Stock into
which such Debentures could have been converted immediately prior to
such reclassification, consolidation, merger, sale, transfer or share
exchange would have been entitled.  The terms of any such
consolidation, merger, sale, transfer or share exchange shall include
such terms so as to continue to give to the Holder the right to receive
the securities or property set forth in this Section 4(c)(viii) upon
any conversion following such consolidation, merger, sale, transfer or
share exchange.  This provision shall similarly apply to successive
reclassifications, consolidations, mergers, sales, transfers or share
exchanges;

  (ix)  If:

        (A)  the Company shall declare a dividend (or any other
distribution) on its Common Stock; or

        (B) the Company shall declare a special non-recurring cash
dividend  redemption of its Common Stock; or

        (C)   the Company shall authorize the grant to all holders of
the Common Stock rights or warrants to subscribe for or purchase any
shares of capital stock of any class or of any rights; or

        (D)  the approval of any stockholders of the Company shall be
required in connection with any reclassification of the Common Stock of
the Company (other than a subdivision or combination of the outstanding
shares of Common Stock), any consolidation or merger to which the
Company is a party, any sale or transfer of all or substantially all of


the assets of the Company, or any compulsory share exchange whereby the
Common Stock is converted into other securities, cash or property; or

        (E)  the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding-up of the affairs of the Company;

then the Company shall cause to be filed at each office or agency
maintained for the purpose of conversion of Debentures, and shall cause
to be mailed and faxed to the Holder and each other holder of the
Debentures at their last addresses and facsimile number set forth in
the Debenture Register at least twenty (20) calendar days prior to the
applicable record or effective date hereinafter specified, a notice
stating (x)the date on which a record is to be taken for the purpose of
such dividend, distribution, redemption, rights or warrants, or if a
record is not to be taken, the date as of which the holders of Common
Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined, or (y)the date on
which such reclassification, consolidation, merger, sale, transfer,
share exchange, dissolution, liquidation or winding-up is expected to
become effective, and the date as of which it is expected that holders
of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, share
exchange, dissolution, liquidation or winding-up; provided, however,
that the failure to mail such notice or any defect therein or in the
mailing thereof shall not affect the validity of the corporate action
required to be specified in such notice.

(d)  If at any time conditions shall arise by reason of action or
failure to act by the Company, which action or failure to act, in the
opinion of the Board of Directors of the Company, is not adequately
covered by the other provisions hereof and which might materially and
adversely affect the rights of the Holder and all other holders of
Debentures (different or distinguishable from the effect generally on
rights of holders of any class of the Company's capital stock), the
Company shall, at least twenty (20) calendar days prior to the
effective date of such action, mail and fax a written notice to each
holder of Debentures briefly describing the action contemplated, and an
Appraiser selected by the holders of majority in principal amount of
the outstanding Debentures shall give its opinion as to the adjustment,
if any (not inconsistent with the standards established in this
Section 4 and the terms of the Purchase Agreement and the Debentures),
of the conversion price (including, if necessary, any adjustment as to
the securities into which Debentures may thereafter be convertible) and
any distribution which is or would be required to preserve without
diluting the rights of the holders of Debentures; provided, however,
that the Company, after receipt of the determination by such Appraiser,
shall have the right to select an additional Appraiser, in which case
the adjustment shall be equal to the average of the adjustments
recommended by each such Appraiser.  The Company shall pay all fees and
expenses of any Appraiser selected under this Section 4(d). The Board
of Directors of the Company shall make the adjustment recommended
forthwith upon the receipt of such opinion or opinions or the taking of
any such action contemplated, as the case may be; provided, however,
that no such adjustment of the conversion price shall be made which, in
the opinion of the Appraiser(s) giving the aforesaid opinion or
opinions, would result in an increase of the conversion price above the
conversion price then in effect.



(e)  Subject to the terms and limitations set forth in the Debentures
and the Purchase Agreement, including without limitation, Sections 4.14
and 4.28 thereof, the Company covenants and agrees that it shall, at
all times, reserve and keep available out of its authorized and
unissued Common Stock solely for the purpose of issuance upon
conversion of the Debentures as herein provided, free from preemptive
rights or any other actual contingent purchase rights of persons other
than the Holder of the Debentures, two (2) times such number of shares
of Common Stock as shall be issuable (taking into account the
adjustments and restrictions of Section 4(c) and Section 4(d) hereof)
upon the conversion of the aggregate principal amount of the
outstanding Debentures.  The Company covenants that, subject to the
limitations set forth in this Section 4(e), all shares of Common Stock
that shall be issuable upon conversion of the Debentures shall, upon
issuance, be duly and validly authorized and issued and fully paid and
non-assessable.

(f)  No fractional shares of Common Stock shall be issuable upon a
conversion hereunder and the number of shares to be issued shall be
rounded up to the nearest whole share.  If a fractional share interest
arises upon any conversion hereunder, the Company shall eliminate such
fractional share interest by issuing to the Holder an additional full
share of Common Stock.

(g)  The issuance of a certificate or certificates for shares of Common
Stock upon conversion of the Debentures shall be made without charge to
the Holder for any documentary stamp or similar taxes that may be
payable in respect of the issuance or delivery of such certificate,
provided that the Company shall not be required to pay any tax that may
be payable in respect of any transfer involved in the issuance and
delivery of any such certificate upon conversion in a name other than
that of the Holder and the Company shall not be required to issue or
deliver such certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid.

(h)  The Debentures converted into Common Stock shall be canceled upon
conversion.

(i)  On the Maturity Date, the unconverted principal amount of the
Debentures and all interest due thereon shall either be paid off in
full by the Company or, if payment in full is not received within two
(2) Business Days after the Maturity Date, convert automatically into
shares of Common Stock at the lesser of the Fixed Conversion Price and
the Floating Conversion Price as set forth in Section 4(c)(i).

(j)  Each Notice of Conversion shall be given by facsimile to the
Escrow Agent no later than 4:00 pm New York time on any Business Day.
Upon receipt of such Notice of Conversion, the Escrow Agent shall
forward such Notice of Conversion to the Company by facsimile by 6:00
p.m. New York time on the day on which the Escrow Agent receives the
Notice of Conversion, at the facsimile telephone number and address of
the principal place of business of the Company.  Any such notice shall
be deemed given and effective upon the transmission of such facsimile
at the facsimile telephone number specified in the Purchase Agreement
(with printed confirmation of transmission).  In the event that the
Escrow Agent receives the Notice of Conversion after 4:00 p.m. New York
time or the Company receives the Notice of Conversion after 6:00 p.m.
New York time on such day, or the Holder receives the Company Notice of
Conversion Price Adjustment after 6:00 p.m. New York time, any such
notice shall be deemed to have been given on the next Business Day.



Section 5.  Redemption of Debentures.  (a)  At any time after the
Execution Date, so long as no Event of Default has occurred and, if a
cure period is provided,  has not been cured, the Company shall have
the option to redeem any unconverted amount of the Debentures, either
in part or whole, upon no less than thirty (30) days written notice
thereof given to the Holder with a copy to the Escrow Agent (the
"Redemption Notice"), at one hundred twenty five percent (125%) of the
unconverted amount of the Debentures plus accrued interest thereon (the
"Redemption Price").  Notwithstanding anything contained herein to the
contrary, if the Company decides to redeem the outstanding principal
amount of the Debenture under the second proviso in the first sentence
of Section 4(c)(i) of this Debenture, the Company shall have three (3)
Business Days from their decision to redeem the Debenture in order to
effectuate  the redemption of such principal amount of the outstanding
Debenture.

(b)  Within three (3) Business Days prior to the date fixed for
redemption in the Redemption Notice, the Company shall deposit the
Redemption Price by wire transfer to the IOLA account of the Escrow
Agent.  Upon receipt of the Redemption Price, on such redemption date,
the Escrow Agent shall release the Redemption Price to the Holder and
return the remaining Debentures, Escrow Shares and Underlying Shares to
the Company.

(c)  In the event that the Company fails to deposit the Redemption
Price in the Escrow Agent's IOLA account number within the time
allocated in Section 5(b) hereof, then the redemption shall be declared
null and void.


Section 6.  Intentionally Omitted.


Section 7.  Absolute Payment Obligation; Limitation on Prepayment.
Except as expressly provided herein, no provision of this Debenture
shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, and interest on, this
Debenture at the time, place, and rate, and in the coin or currency,
herein prescribed.  This Debenture is a direct obligation of the
Company.  This Debenture ranks pari passu with all other Debentures now
or hereafter issued under the terms set forth herein.  The Company may
not prepay any portion of the outstanding principal amount on the
Debentures except in accordance with the Purchase Agreement or Sections
4(c)(i) or 5 hereof.


Section 8.  No Rights of Stockholders.  Except as otherwise provided
herein or in the Purchase Agreement, this Debenture shall not entitle
the Holder to any of the rights of a stockholder of the Company,
including without limitation, the right to vote on or consent to any
action, to receive dividends and other distributions, or to receive any
notice of, or to attend, meetings of stockholders or any other
proceedings of the Company, unless and to the extent converted into
shares of Common Stock in accordance with the terms hereof.


Section 9.  Loss, Theft, Mutilation or Destruction.  If this Debenture
shall be mutilated, lost, stolen or destroyed, the Company shall
execute and deliver, in exchange and substitution for and upon
cancellation of a mutilated Debenture, or in lieu of or in substitution
for a lost, stolen or destroyed Debenture, a new Debenture for the


principal amount of this Debenture so mutilated, lost, stolen or
destroyed but only upon receipt of an affidavit of such loss, theft or
destruction of such Debenture, and, if requested by the Company, an
agreement to indemnity the Company in form reasonably acceptable to the
Company.


Section 10.  Governing Law.  This Debenture shall be governed by and
construed and enforced in accordance with the internal laws of the
State of New York without regard to the principles of conflicts of law
thereof.  Any action to enforce the terms of this Debenture, the
Purchase Agreement or any other Transaction Document shall be
exclusively brought in the state and/or federal courts in the state and
county of New York.  Service of process in any action by the Holder to
enforce the terms of this Debenture may be made by serving a copy of
the summons and complaint, in addition to any other relevant documents,
by commercial overnight courier to the Company at its address set forth
in the Purchase Agreement.


Section 11.  Notices.  Any notice, request, demand, waiver, consent,
approval or other communication which is required or permitted to be
given to any party hereunder shall be in writing and shall be deemed
duly given only if delivered to the party personally or sent to the
party by facsimile upon electronic confirmation receipt (promptly
followed by a hard-copy delivered in accordance with this Section 12)
or three days after being mailed by registered or certified mail
(return receipt requested), with postage and registration or
certification fees thereon prepaid, or if sent by nationally recognized
overnight courier, one day after being mailed, addressed to the party
at its address as set forth in Section 7.3 of the Purchase Agreement or
such other address as may be designated hereafter by notice given
pursuant to the terms of this Section 11.


Section 12.  Waiver.  Any waiver by the Company or the Holder of a
breach of any provision of this Debenture shall not operate as or be
construed to be a waiver of any other breach of such provision or of
any breach of any other provision of this Debenture.  The failure of
the Company or the Holder to insist upon strict adherence to any term
of this Debenture on one or more occasions shall not be considered a
waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Debenture in
any other occasion.  Any waiver must be in writing.


Section 13.  Invalidity.  If any provision of this Debenture is held to
be invalid, illegal or unenforceable, the balance of this Debenture
shall remain in effect, and if any provision is held to be inapplicable
to any person or circumstance, it shall nevertheless remain applicable
to all other persons and circumstances.


Section 14.  Payment Dates.  Whenever any payment or other obligation
hereunder shall be due on a day other than a Business Day, such payment
shall be made on the next following Business Day.


Section 15.  Transfer; Assignment.  This Debenture may not be
transferred or assigned, in whole or in part, at any time, except in
compliance by the transferor and the transferee with applicable federal
and state securities laws.



Section 16.  Future Financing.  If, at any time this Debenture is
outstanding, the Company, or its successors in interest due to mergers,
consolidations and/or acquisitions (the "Successors-in-Interest"), is
funded an amount equal to or exceeding Five Million United States
dollars ($5,000,000), the Company or the Successors-in-Interest, as the
case may be, agrees to pay the Purchaser an amount equal to One Hundred
Fifty Percent (150%) of the then outstanding Debenture (the "Lump Sum
Payment").  Upon the Purchaser's receipt of the Lump Sum Payment, any
and all remaining obligations then outstanding between the Company or
the Successors-in-Interest, as the case may be, and Purchaser in
connection with the Purchase Agreement and this Debenture shall be deem
satisfied, and the Purchase Agreement and this Debenture shall be
terminated.  This provision shall survive both Closing and Post-
Closing.


Section 17.  Fees of Enforcement.  In the event any Party commences
legal action to enforce its rights under this Debenture, the non-
prevailing party shall pay all reasonable costs and expenses (including
but not limited to reasonable attorney's fees, accountant's fees,
appraiser's fees and investigative fees) incurred in enforcing such
rights.





                         (Signature Page Follows)









IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized as of the date first
above indicated.

                                  UNIVERSAL PET CARE, INC.


Attest:                           By:
       ------------------------      ----------------------------
                                  Name:
                                  Title:  Chief Executive Officer





                               APPENDIX I


                          NOTICE OF CONVERSION
                      AT THE ELECTION OF THE HOLDER

(To be Executed by the Registered Holder
in order to Convert the Debentures)

Except as provided by Section 4(b) of the Debentures, the undersigned
hereby irrevocably elects to convert the attached Debenture into shares
of Common Stock, par value $1.00 per share (the "Common Stock"), of
Universal Pet Care, Inc. (the "Company"), or, if a Merger (as defined
in the Debenture) has occurred, into shares of MP Common Stock (as
defined in the Debenture) according to the provisions hereof, as of the
date written below.  If shares are to be issued in the name of a person
other than undersigned, the undersigned will pay all transfer taxes
payable with respect thereto and is delivering herewith such
certificates and opinions as reasonably requested by the Company in
accordance therewith.  A fee of $400 will be charged by the Escrow
Agent to the Holder for each conversion.  No other fees will be charged
to the Holder, except for transfer taxes, if any.



Conversion calculations:     ---------------------------------------
                             Date to Effect Conversion

                             ---------------------------------------
                             Principal Amount of Debentures to be
                               Converted

                             ---------------------------------------
                             Interest to be Converted or Paid

                             ---------------------------------------
                             Applicable Conversion Price (Pursuant to
                               Section 4(c)(v))

                             ---------------------------------------
                             Number of Shares to be Issued Upon
                               Conversion

                             ---------------------------------------
                             Signature

                             ---------------------------------------
                             Name

                             ---------------------------------------
                             Address