Exhibit 10.19



LOGO



Company



PROMISSORY NOTE



$ 75,000



Date: February 1, 2004



For value received, the undersigned,OurPets Company,(the Borrower), at 1300 East Street, Fairport Harbor, Ohio, 44077, promises to pay
to the order of Beachcraft Limited partnership, (the Lender) c/o Dr. James W. McCourt, 2213 CR 3140, Cookville, TX 75558 (or at such other place as the Lender may designate in writing) the sum of $75,000.00 with interest from
February 1, 2004, on the unpaid principal at the rate of prime plus 3% per annum.



In addition, the Lender shall receive 56,250 three-year warrants exercisable at $0.30/share. The effective date of these warrants will be February 1, 2004.



The principal shall be payable in full in one installment of $75,000.00, on February 1st, 2006, the Due Date. Interest will be payable quarterly from February 1, 2004.



All payments on this Note shall be applied first in payment of accrued interest and any remainder in payment of principal.



If the installment is not paid, in full, when due, the remaining unpaid balance and accrued
interest shall become due immediately at the option of the Lender.



The
Borrower reserves the right to prepay this Note (in whole or in part) prior to the due date with no prepayment penalty.



If the payment obligation under this Note is not paid when due, the Borrower promises to pay all costs of collection, including reasonable attorney fees, whether or not a
lawsuit is commenced as part of the collection process.



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If any of the following events of default occur, this Note and any other obligations of the Borrower to the Lender, shall
become due immediately, without demand or notice:



|1) |  | the failure of the Borrower to pay the principal and any accrued interest in full on or before the Due Date;
|-- |  | ------------------------------------------------------------------------------------------------------------



|2) |  | the filing of bankruptcy proceedings involving the Borrower as a Debtor;
|-- |  | ------------------------------------------------------------------------



|3) |  | the application for appointment of a receiver for the Borrower;
|-- |  | ---------------------------------------------------------------



|4) |  | the making of a general assignment for the benefit of the Borrowers creditors;
|-- |  | -------------------------------------------------------------------------------



|5) |  | the insolvency of the Borrower;
|-- |  | -------------------------------



|6) |  | the misrepresentation by the Borrower to the Lender for the purpose of obtaining or extending credit.
|-- |  | -----------------------------------------------------------------------------------------------------



The Lender understands that the promissory note described herein is a subordinated debt position to other existing senior debt holders or
their successors of OurPets Company obligations. Currently, these lenders are limited to First Merit Bank and the Small Business Administration.



If any one or more of the provisions of this Note are determined to be unenforceable, in whole or in part, for any reason, the remaining provisions shall remain fully
operative.



All payments of principal and interest on this Note shall be paid
in the legal currency of the United States. Borrower waives presentment for payment, protest, and notice of protest and nonpayment of this Note.



The Company shall not effect 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 Lender all obligations present and due under the terms of the Note.



No renewal or extension of this Note, delay in enforcing any right of the Lender under this Note, or assignment by Lender of this Note shall
affect the liability of the Borrower. All rights of the Lender under this Note are cumulative and may be exercised concurrently or consecutively at the Lenders option.



This Note shall be construed in accordance with the laws of the State of Ohio.



Signed this 1st day of February, 2004, at Fairport Harbor, Ohio.



Borrower:

Our Pets Company



|    |  |                          
|--- |  | -------------------------
|By: |  | /s/    STEVEN
TSENGAS    
|    |  | Steven Tsengas, President



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