AMENDED SUBORDINATED PROMISSORY NOTE

Exhibit 10.26

Execution Copy

THE PAYMENT OF PRINCIPAL AND INTEREST ON THIS NOTE IS SUBJECT TO CERTAIN SUBORDINATION PROVISIONS SET FORTH IN SECTION 4 HEREOF. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW.

AMENDED SUBORDINATED PROMISSORY NOTE

FOR VALUE RECEIVED , the undersigned, OURPET’S COMPANY , a Colorado corporation (“ Maker ”), promises to pay to the order of PET ZONE PRODUCTS LTD ., an Ohio limited liability company (“ Holder ”), the principal sum of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000), together with interest at the rate of seven and three-quarters percent (7.75%) per annum, in accordance with the following terms and conditions. This Subordinated Promissory Note (this “ Note ”) is made pursuant to that certain Asset Purchase Agreement, of even date herewith, by and between Maker and Holder (the “ Purchase Agreement ”). Capitalized terms not otherwise defined in this Note shall have the meanings ascribed thereto in the Purchase Agreement.

1. Payment of Principal and Interest . Interest on this Note shall accrue from and including the date of issuance through and until the repayment of the principal amount of this Note and shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal and interest on this Note shall be paid in twenty (20) equal quarterly installments in such amounts and upon such dates as set forth on Exhibit A attached hereto, under which such payments shall commence and be due and payable on 10/1/2006 (“ First Installment Date ”) and the remaining installments shall be due and payable on the last business day of each successive fiscal quarter. Notwithstanding the foregoing provisions of this Section 1 , but subject to applicable law, any overdue principal of and overdue interest on this Note shall bear interest, payable on demand in immediately available funds, for each day from the date of payment thereof was due to the date of actual payment, at a rate of eleven and three-quarters percent (11.75%) per annum (such sum being referred to as the “ Default Rate ”), and, upon and during the occurrence of an Event of Default (as defined below), this Note shall bear interest from the date of the occurrence of such Event of Default until such Event of Default is cured or waived, payable on demand in immediately available funds, at a rate equal to the Default Rate. In the event that any interest rate provided in this Section 1 , shall be determined to be unlawful, such interest rate shall be computed at the highest rate permitted by applicable law. Any payment by Maker of any interest amount in excess of that permitted by law shall be considered a mistake, with the excess being applied to the principal amount of this Note without prepayment premium or penalty; if no such principal amount is outstanding, such excess shall be returned to Maker.

2. Prepayment . Maker may, at any time or from time to time, prepay all or any part of the principal amount due hereunder without any premium or penalty whatsoever.

3. Place of Payment . All payments on or in respect of this Note shall be made to Holder at the address set forth in Section 8 of this Note, or, at the option of Holder, at such other place as Holder may, at any time or from time to time, designate to Maker in writing.

4. Events of Default and Remedies .

(a) The occurrence and continuance of the following events shall be considered events of default under this Note (each an “ Event of Default ”): (i) any failure of Maker to pay any principal or interest on this Note when due or within five (5) business days thereof; (ii) there shall been filed or commenced against Maker, an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or an action shall have been commenced to appoint a receiver, liquidator, assignee, custodian, trustee or similar official of Maker or for any substantial part of Maker’s property or assets or for the winding-up or liquidation of Maker’s affairs and such action or proceeding shall not have been dismissed within sixty (60) days; (iii) Maker shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereinafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or other similar official of Maker or of any substantial part of Maker’s property or assets, or shall make any general assignment of the benefit of creditors, or shall take any action in furtherance of any of the foregoing; or (iv) Maker shall be in material default of any other term and/or condition of this Note, and such default shall remain uncured for thirty (30) days following notice of such default by Holder.

(b) Upon the occurrence of an Event of Default, all of the principal and interest due or to become due under this Note shall become at once due and payable at the option of Holder withou