This Credit Agreement (the "Agreement") is entered into as of this 31/st/ day of December, 2001, by and
between OURPET'S COMPANY, a Colorado corporation ("OurPet's"), and VIRTU COMPANY, an Ohio
corporation ("Virtu") (OurPet's and Virtu are each individually referred to as "Corporation" and collectively as
"Corporations"), STEVEN TSENGAS, individually as a natural person ("ST") and EVANGELIA S.
TSENGAS, individually as a natural person ("EST") (OurPet's, Virtu, ST and EST are hereinafter collectively
referred to as "Borrower"), jointly and severally, and FIRSTMERIT BANK, N.A., a national banking
association (hereinafter referred to as "Bank").
Section 1. Definitions.
Certain capitalized terms have the meanings set forth in Section 8.1 hereof or in the Security Agreement. All
financial terms used in this Agreement but not defined herein or in the Security Agreement have the meanings
given to them by generally accepted accounting principles. All other undefined terms have the meanings given to
them in the Uniform Commercial Code as in effect from time to time in the State of Ohio.
Section 2. Loan.
2.1 Revolving Credit Loans. (a) Subject to the terms and conditions hereof, Bank hereby extends to Borrower a
line of credit facility (the "Line of Credit Facility") under which Bank will make loans (the "Revolving Loans") to
Borrower at Borrower's request from time to time during the term of this Agreement in amounts up to the lesser
of (i) One Million Five Hundred Thousand and no/100 Dollars ($1,500,000.00) or (ii) the sum of (A) Seventy-
Five Percent (75%) of the net amount of Corporations' Eligible Accounts, plus (B) Forty Percent (40%) of the
net amount of Corporations' Eligible Inventory, provided, however, that Revolving Loans outstanding at any time
based upon Eligible Inventory shall not exceed Seven Hundred Fifty Thousand and no/100 Dollars
($750,000.00). However, Bank shall have sole discretion at all times as to whether or not to make any Revolving