Warrant to Purchase 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.

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 purchas