XDOGS, Inc.
                         126 North 3rd Street, Suite 407
                          Minneapolis, Minnesota 55401

November 17, 2003

Mr. Ben Doherty Chairman StravinSOFT, Inc.
4100 Spring Valley Road, Suite 700
Dallas, TX  75244

              Re:  Acquisition StravinSOFT, Inc.

Dear Ben:

     We are writing to you as the Chairman of StravinSOFT, Inc., a Colorado
Corporation ("StravinSOFT") to express XDOGS, Inc.'s ("XDOGS") intention to
acquire the assets and operations of StravinSOFT through either a
stock-for-stock or stock-for-assets exchange (the "Transaction") to be
determined by XDOGS. Except as provided in Sections 6, 7, 8 and 9 below (the
provisions of which are binding), this letter is not intended to bind either
StravinSOFT or XDOGS to the Transaction, but is intended solely to indicate
XDOGS's intention to proceed with a due diligence investigation of StravinSOFT's
business operations, financial affairs and prospects and to negotiate with
StravinSOFT in good faith a definitive agreement containing the terms and
conditions set forth below (the "Definitive Agreement").

     We propose the following basic terms and conditions for the Transaction:

1. Form of Transaction. XDOGS (or a newly formed subsidiary of XDOGS formed for
the purpose of the Transaction also referred to herein as XDOGS) will issue and
deliver to StravinSOFT up to Sixty Million (60,000,000) shares of its duly
authorized common stock free and clear of all liens, claims and encumbrances in
exchange for either (a) all of the issued and outstanding capital stock of
StravinSOFT (the "StravinSOFT Stock"), or (b) all of the assets (whether
tangible or intangible) necessary for, used in or useful to StravinSOFT's
operations (the "StravinSOFT Assets"). Upon closing of the Transaction, XDOGS
would acquire the StravinSOFT Stock or the StravinSOFT Assets free and clear of
all claims, liens or encumbrances of any kind except for those liabilities of
StravinSOFT which, after completion of due diligence, XDOGS expressly agrees to
assume (the "Assumed Liabilities"). StravinSOFT, or its stockholders as the case
may be, would remain responsible for all other liabilities. XDOGS and
StravinSOFT contemplate a one for one share exchange, with StravinSOFT
shareholders receiving fifty percent (50%) of the new entity.

The Transaction will be structured as a tax-free reorganization under Section
368(a)(1) of the Internal Revenue Code of 1986, as amended. The common stock
issued by XDOGS hereunder will be "restricted securities" within the meaning of
the Securities Act of 1933, as amended, and will be acquired by StravinSOFT for
investment purposes only and not with a view to the distribution thereof.

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StravinSOFT, Inc.
November 17, 2003
Page 2


2. Employment Arrangements. As a condition to closing the Transaction, All
Employees of StravinSoft agree to tender their resignations. Nothing in this
Section 2 obligates XDOGS to employ any or all of the employees of StravinSOFT.

3. Noncompete Agreements. As a condition to closing on the Transaction, each of
the Employees (and such other persons as the parties may agree to) would enter
into a noncompete agreement with XDOGS agreeing not to compete against XDOGS
(which shall include an agreement not to solicit XDOGS's employees) during
employment with XDOGS and for the longer of the period extending three (3)
months after termination of employment with XDOGS for any reason.

4. Representations and Warranties by StravinSOFT and its Major Stockholders. The
Definitive Agreement would contain customary representations and warranties by
StravinSOFT and the Major Stockholders, relating to the business and financial
condition, assets, operations, affairs and prospects of StravinSOFT. All of
StravinSOFT and the Major Stockholder's representations and warranties would
last for a period of 24 months. The Definitive Agreement would require
StravinSOFT to indemnify and hold XDOGS harmless against claims, liabilities and
other expenses and damages, including attorneys' fees and expenses, related to a
breach of any representation or warranty made by StravinSOFT or the Major
Stockholders in the Definitive Agreement. To secure payment of any claims, ten
million (10,000,000) of the XDOGS common stock deliverable upon the Closing Date
would be escrowed during the 24 months after Closing, pursuant to an escrow
agreement satisfactory to both parties.

5. Conditions to Closing on Stock Exchange. The Definitive Agreement would
contain a variety of terms and conditions to be satisfied by the parties prior
to Closing on the Transaction. Such conditions would include XDOGS's completion
to XDOGS's satisfaction of the investigation of the business and financial
affairs and prospects of StravinSOFT, its operations and assets, the discovery
by XDOGS in the course of such investigation of no adverse matters affecting the
business and financial affairs and prospects of StravinSOFT, its operations and
assets and the determination by XDOGS's independent accountants that the
financial statements of StravinSOFT can be audited for the requisite period to
comply with SEC requirements (to the extent that XDOGS's accountants determine
that the audit is required).

6. Due Diligence Investigation. Upon execution of this letter, StravinSOFT and
the Major Stockholders agree to permit XDOGS and its employees, attorneys,
accountants, investment bankers and other agents to have full and free access,
during normal business hours, to the books and records of StravinSOFT and to
StravinSOFT's premises, employees, customers and suppliers as the foregoing
relates to StravinSOFT's operations, assets or the Transaction in general (XDOGS
will work closely with StravinSOFT's senior management to avoid disruption of
StravinSOFT's relationships with such parties) for the purpose of investigating
the business and financial affairs and prospects of StravinSOFT, its operations
and assets.

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StravinSOFT, Inc.
November 17, 2003
Page 3


7. Confidentiality. Each party, for itself and its respective employees,
stockholders and agents, agrees to keep confidential (i) the existence and terms
of this letter and (ii) all confidential information provided by or through a
party to the other. Confidential information includes all business and financial
information of a party, whether disclosed prior to or after execution of this
letter, including financial statements, tax returns, business and marketing
plans and customer and supplier data. Despite the foregoing, "confidential
information" does not include publicly available information, information
obtained from a third party source not under an agreement or obligation to
maintain the confidentiality of such information and information independently
developed by a party without the use of any otherwise confidential information.
In addition, StravinSOFT acknowledges that XDOGS, as a public company, may be
required publicly to disclose the existence of this letter and potentially its
contents. XDOGS will provide StravinSOFT with reasonable notice prior to any
such press release and will reasonably attempt to agree with StravinSOFT upon
the written text of any such press release prior to its public distribution.

8. No-Shop Agreement. In consideration of this letter and the time and expense
to be incurred by XDOGS in conducting its due diligence investigation of
StravinSOFT, its operations and assets, StravinSOFT, the Major Stockholders,
employees and agents agree not to solicit, negotiate with or provide any
information to any other person, firm or entity regarding any acquisition of the
assets or capital stock of StravinSOFT or any merger or other business
combination involving StravinSOFT or its assets or capital stock. This agreement
shall extend through the earlier of (i) the date of execution of the Definitive
Agreement, (ii) the date that XDOGS notifies StravinSOFT in writing of XDOGS's
intention to abandon the proposed Transaction, or (iii) 90 days from the date of
execution of this letter. The parties agree that any breach or threatened breach
of the provisions of this Section 8 may be enjoined by a court of competent
jurisdiction. The parties agree that the state and federal courts located in
Minneapolis, Minnesota shall have personal and subject matter jurisdiction as to
any such injunctive action.

9. Definitive Agreement, Closing Date and Operations. The parties agree promptly
to commence negotiations of the terms and conditions of the Definitive Agreement
in good faith in accordance with the provisions of this letter with the
non-binding intention of executing the Definitive Agreement on or prior to a
Closing Date of February 11, 2004. StravinSOFT agrees promptly to provide XDOGS
with copies of any written, and a written summary of any oral, offer or
solicitation of an offer made to StravinSOFT or any of StravinSOFT's employees
or agents after execution of this letter relating to any acquisition of its
assets or capital stock whether by merger or otherwise or any request for
information related to the foregoing. After the execution of this letter and
through the later of the date of execution of the Definitive Agreement or
expiration of the no-shop agreement in Section 8, and except as otherwise
contemplated by this letter, StravinSOFT agrees to operate StravinSOFT's
business in the ordinary course and in a manner consistent with the operations
thereof prior to execution of this letter.

If the provisions of this letter correctly summarize our agreement, please
indicate so by your signatures below. This agreement may be executed in counter
parts

<PAGE>


StravinSOFT, Inc.
November 17, 2003
Page 4


Very truly yours,

XDOGS, Inc.

By:  /s/  Kent Rodriguez
   ----------------------------------------------
          Kent Rodriguez, Chief Executive Officer

Agreed to and accepted:

StravinSOFT, Inc.


By:  /s/  Ben C. Doherty
   ----------------------------------------------
          Ben C. Doherty, Chairman


/s/  Ben C. Doherty
-------------------------------------------------
     Ben C. Doherty - Major Stockholder


/s/  John Monroe
-------------------------------------------------
     John Monroe  - Major Stockholder

/s/  Jeanette Brooks
-------------------------------------------------
     Jeanette Brookes - Major Stockholder