VOTING AGREEMENT

Exhibit 10.11

EXECUTION COPY

VOTING AGREEMENT

DOANE PET CARE COMPANY

Dated as of October 24, 2005

Table of Contents

VOTING AGREEMENT

          VOTING AGREEMENT, dated as of October 24, 2005 (this “ Agreement ”), by and among Doane Pet Care Enterprises, Inc., a Delaware corporation (“ DPCE ”), Doane Pet Care Company, a Delaware Corporation (the “ Company ”) and Wilchester Investments Limited, a Jersey limited company (the “ Investor Stockholder ” and together with DPCE, the “ Stockholders ”). Capitalized terms used herein without definition are defined in Section 21.

          WHEREAS, the Company entered into a certain Agreement and Plan of Merger, dated as of August 28, 2005, by and among DPC Newco Inc. (“ Newco ”), DPCE and the Company (as the same may be amended modified, supplemented or restated from time to time, the “ Merger Agreement ”), providing for, among other things, the merger of Newco with and into DPCE, with DPCE as the surviving corporation (the “ Merger ”);

          WHEREAS, in connection with the Merger, the Company filed an Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware authorizing shares of class A common stock of the Company, par value $0.01 per share (the “ Class A Common Stock ”), shares of class B common stock of the Company, par value $0.01 per share (the “ Class B Common Stock ”) and shares of preferred stock, par value $0.01 per share (the “ Preferred Stock ”);

          WHEREAS, immediately after the Effective Time (as defined in the Merger Agreement), the issued and outstanding capital stock of the Company will consist of ( a ) 1,000 shares of Class A Common Stock, ( b ) 71.32 shares of Class B Common Stock and (c) 1,200,000 shares of Preferred Stock;

          WHEREAS, the initial amount of Common Stock held by each of the Stockholders as of the date hereof is set forth on Schedule A opposite such Stockholder’s name; and

          WHEREAS, concurrently herewith, DPCE, the Investor Stockholder and certain other parties are entering into the Stockholders Agreement.

          NOW, THEREFORE, in consideration of the mutual agreements contained herein, and further, in the case of the Investor Stockholder, in consideration of the mutual agreements contained in the Stockholders Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

          1. Restrictions on Transfers by the Investor Stockholder . No shares of Common Stock now or hereafter owned by the Investor Stockholder, nor any interest therein nor any rights relating thereto, may be Transferred, except ( a ) pursuant to Section 2.1 (“Transfer of Class B Common Stock by Investor Stockholder”), ( b ) pursuant to

Section 2.2 (“Forced Transfer of Class B Common Stock”), or ( c ) with the prior written consent of DPCE, such consent to be in DPCE’s sole discretion.

          2. Transfer of Class B Common Stock .

          2.1 Transfer of Class B Common Stock by Investor Stockholder . The Investor Stockholder shall have the right but not the obligation to transfer to DPCE, at any time, all (but not less than all) of such Investor Stockholder’s shares of Class B Common Stock, and DPCE shall have the obligation, upon the Investor Stockholder’s exercise of such right, to acquire all of such Investor Stockholder’s shares of Class B Common Stock at a price per share of Class B Common Stock equal to the Class B Common Stock Purchase Price (as defined in Section 2.3). If the Investor Stockholder desires to exercise its right pursuant to this Section 2.1, it shall provide DPCE 90 days’ prior written notice thereof; provided that such notice shall ( a ) be irrevocable and unconditional and ( b ) be given only if the Investor Stockholder contemporaneously provides a written notice exercising its right pursuant to Section 4.1 of the Stockholders Agreement. Payment for any shares of Class B Common Stock transferred by the Investor Stockholder pursuant to this Section 2.1 shall be made no later than on the date that is 90 days (or the first business day thereafter if such 90 ^th day is not a business day) following the date of receipt by the Company of the Investor Stockholder’s notice pursuant to this Section 2.1. DPCE shall receive customary representations and warranties from the Investor Stockholder regarding the shares of Class B Common Stock that are the subject of this Section 2.1, including, but not limited to, a representation and warranty that the Investor Stockholder has good and marketable title to such shares to be transferred, free and clear of all liens, claims and other encumbrances, other than those created pursuant to the Guarantee and Collateral Agreement, dated as of October 24, 2005, made by DPCE, the Company and the other parties thereto in favor of Lehman Commercial Paper Inc.(the “ Guarantee and Collateral Agreement ”).

          2.2 Forced Transfer of Class B Common Stock . DPCE shall have the right but not the obligation to acquire from the Investor Stockholder, at any time, all (but not less than all) of such Investor Stockholder’s shares of Class B Common Stock, and the Investor Stockholder shall have the obligation, upon DPCE’s exercise of such right, to transfer to DPCE, all of such Investor Stockholder’s shares of Class B Common Stock at a price per share of Class B Common Stock equal to the Class B Common Stock Purchase Price. If DPCE desires to acquire shares of Class B Common Stock from the Investor Stockholder pursuant to this Section 2.2, it shall notify the Investor Stockholder thereof in writing; provided that such notice may be revocable or conditional or both. Payment for any shares of Class B Common Stock acquired by DPCE pursuant to this Section 2.2 shall be made on the date that is specified in DPCE’s notice with respect to such shares pursuant to this Section 2.2. DPCE shall receive customary representations and warranties from the Investor Stockholder regarding the shares of Class B Common Stock that are the subject of this Section 2.2, including, but not limited to, a

representation and warranty that such Investor Stockholder has good and marketable title to such shares to be transferred, free and clear of all liens, claims and other encumbrances, other than those created pursuant to the Guarantee and Collateral Agreement.

          2.3 Class B Common Stock Purchase Price . Unless otherwise agreed to by the Investor Stockholder and DPCE, the “ Class B Common Stock Purchase Price ” of any share of Class B Common Stock purchased pursuant to Section 2.1 or Section 2.2, as the case may be, shall be $0.

          3. Election of Directors .

          (a) Each holder of Class B Common Stock shall vote all of its shares of Class B Common Stock and shall take all other necessary or desirable actions within such Stockholder’s control (whether in such Stockholder’s capacity as a stockholder, director, member of a Board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum, execution of written consents in lieu of meetings and approval of amendments and/or restatements of the Company’s certificate of incorporation or by-laws), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special Board or stockholder meetings and approval of amendments and/or restatements of the Company’s certificate of incorporation or by-laws), so that:

     (i) the authorized number of directors on the Board shall be as established by DPCE; provided that such number shall initially be three;

     (ii) the Chief Executive Officer of the Company shall be elected to the Board;

     (iii) the remainder of the directors, which will be designated by DPCE, shall be elected to the Board;

     (iv) the removal from the Board (with or without cause) of any representative designated pursuant hereto by DPCE shall be at DPCE’s written request, but only upon such written request and under no other circumstances.

          (b) In order to secure the obligation of each holder of Class B Common Stock to vote its shares of Class B Common Stock in accordance with the provisions of Section 3(a) above, the Investor Stockholder hereby irrevocably appoints DPCE as its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of such holder’s shares of Class B Common Stock for the election and removal of directors and all such other matters as expressly provided for in Section 3(a) above. DPCE may exercise the irrevocable proxy granted to it hereunder at any time any such

holder fails to comply with the provisions of this Section 3(a). The proxies and powers granted by each such holder pursuant to this Section 3(b) are coupled with an interest and are given to secure the performance of the obligations under this Agreement. Such proxies and powers will be irrevocable until the termination of this Agreement.

          (c) Approval of at least one member of the Board, other than the Chief Executive Officer or any Independent Director, shall be required in connection with any action of the Board.

          4. Stock Certificate Legend . A copy of this Agreement shall be filed with the Secretary of the Company and kept with the records of the Company. Each certificate representing shares of Common Stock owned by the Stockholders shall bear upon its face the following legends, as appropriate:

In addition, certificates representing shares of Class B Common Stock issued to any Person other than DPCE shall bear upo