Exhibit 4.1

                                   Exhibit 4.1

             XDOGS COMPENSATION PLAN-2000B, dated September 1, 2000.

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                          XDOGS COMPENSATION PLAN-2000B

     THIS COMPENSATION PLAN is adopted this 1st day of September, 2000, by
XDOGS, INC., a Nevada corporation with its principal place of business being
located at 527 Marquette Avenue, 21st Floor Minneapolis, Minnesota 55402.

                                   WITNESSETH:

     WHEREAS, the Board of Directors of XDOGS, INC., (the "Company") has
determined that it would be to its advantage, and in its best interests, to
grant certain consultants and advisors, as well as certain employees, the
opportunity to purchase stock in the Company as a result of compensation for
their service; and

     WHEREAS, the Board of Directors (the "Board") believes that the Company can
best obtain advantageous benefits by issuing stock and/or granting stock options
to designated such designated individuals from time to time, although these
options are not to be granted pursuant to Section 422A and related sections of
the Internal Revenue Code as amended;

     NOW THEREFORE, the Board adopts this as the XDOGS COMPENSATION PLAN-2000B
(the "Plan").

1.00     EFFECTIVE DATE AND TERMINATION OF PLAN
         --------------------------------------
         The effective date of the Plan is September 1, 2000, which is the day
the Plan was adopted by the Board. The Plan will terminate on the earlier of the
date of the grant of the final option for last common stock allocated under the
Plan or ten years from the date thereof, whichever is earlier, and no options
will be granted thereafter pursuant to this Plan.

2.00     ADMINISTRATION OF PLAN
         ----------------------
         The Plan shall be administered by the Board, which may adopt such rules
and regulations for its administration as it may deem necessary or appropriate,
or may be administered by a Compensation Committee to be appointed by the Board,
to have such composition and duties as the Board may from time to time
determine.

3.00     ELIGIBILITY TO PARTICIPATE IN THE PLAN
         --------------------------------------
         3.01 Subject to the provisions of the Plan, the Board, or its designee,
shall determine and designate, from time to time those consultants, advisors,
and employees of the Company, or consultants, advisors, and employees of a
parent or subsidiary corporation of the Company, to whom shares are to be issued
and/ or options are to be granted hereunder and the number of shares to be
optioned from time to time to any individual or entity. In determining  the

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eligibility of an individual or entity to receive shares or an option, as well
as in determining the number of shares to be issued and/or optioned to any
individual or entity, the Board, or its designee, shall consider the nature and
value to the Company for the services which have been rendered to the Company
and such other factors as the Board, or its designee, may deem relevant.

         3.02 To be eligible to be selected to receive an option, an individual
must be a consultant, advisor or an employee of the Company or a consultant,
advisor, or an employee of a parent or subsidiary Corporation of the Company.
The grant of each option shall be confirmed by a Stock Option Agreement which
shall be executed by the Company and the optionee as promptly as practicable
after such grant. More than one option may be granted to an individual or
entity. Shares shall be issued directly to such entities.

         3.03 An option may be granted to any individual or entity eligible
hereunder, regardless of his previous stockholdings.

         3.04 The option price (determined as of the time the option is granted)
of the stock for which any person may be granted options under this Plan (and
all other plans of the Company) may be increased or reduced by the Board, or its
designee, from time to time.

4.00     NUMBER OF SHARES SUBJECT TO THE PLAN
         ------------------------------------
         The Board, prior to the time shall reserve for the purposes of the Plan
a total of Three Hundred Thousand (300,000) of the authorized but unissued
shares of common shares of the Company, post August, 2000 reverse split,
provided that any shares as to which an option granted under the Plan remains
unexercised at the expiration thereof may be the subject of the grant of further
options under the Plan within the limits and under the terms set forth in
Article 3.00 hereof.

5.00     PRICE OF COMMON SHARES
         ----------------------
         The initial and standard price per share of common stock to be issued
directly or by option shall be $1.00 per share but may be changed in each case
by the Board, or its designee, from time to time. If the share price is changed,
the Board, or its designee, shall determine the share price no later than the
date of the issuance of the shares and/ or the grant of the option and at such
other times as the Board, or its designee, deems necessary. The Board shall have
absolute final discretion to determine the price of the common stock under the
Plan. In the absence of such specific determination, the share price will be
$1.00 per share.

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6.00     SUCCESSIVE OPTIONS
         ------------------
         Any option granted under this Plan to an person may be exercisable at
such person's discretion while there is outstanding any other stock option
previously granted to such person, whether under this Plan or any other stock
option plan of the Company.

7.00     PERIOD AND EXERCISE OF OPTION
         -----------------------------
         7.01. Options granted under this Plan shall expire on the first to
occur of the following dates whether or not exercisable on such dates: (i) five
(5) years from the date the option is initially granted; (ii) six (6) months
from the date the person ceases employment due to permanent and total
disability; (iii) the date of termination of employment for reasons other than
retirement, permanent and total disability or death, unless the Board
determines, in its sole discretion, that it would be in the best interest of the
Company to extend the options for a period not to exceed three (3) years; or
(iv) three (3) months from the date the employee retires with permission of the
Board.

         7.02. Notwithstanding Section 7.01, any portion of any option which has
not become exercisable pursuant to Section 7.03 prior to the death of the
employee or termination of employment shall expire on the employee's date of
death or termination date, if termination is for reasons other than retirement
or total and permanent disability.

         7.03. Any option granted under this Plan may be immediately exercised
by the holder thereof. Such an option may be exercised in whole or in part at
the time it becomes exercisable or from time to time thereafter, until the
expiration of the option.

8.00     PAYMENT FOR OPTIONED SHARES
         ---------------------------
         When a person holding an option granted under this Plan exercises any
portion of the option he shall pay the full option price for the shares covered
by the exercise of that portion of his option within one (1) month after such
exercise. As soon as practicable, after the person notifies the Company of the
exercise of his option and makes payment of the required option price, the
Company shall issue such shares to the person.

9.00     RESTRICTIONS ON TRANSFER
         ------------------------
         9.01 No right or privilege of any person under the Plan shall be
transferable or assignable, except to the person's personal representative in
the event of the person's death, and except as provided in Section 9.02, options
granted hereunder are exercisable only by the person during his life.

         9.02 If an person dies holding outstanding options issued pursuant to
this Plan, his personal representative shall have the right to exercise such
options only within one year of the death of the person.

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10.00    RECLASSIFICATION, CONSOLIDATION OR MERGER
         -----------------------------------------
         If and to the extent that the number of issued shares of common stock
of the Company shall be increased or reduced by change in par value, split-up
reclassification, distribution of a dividend payable in stock, or the like, the
number of shares subject to direct issuance or an option held by a person and
the option price per share shall be proportionately adjusted. If the Company is
reorganized or consolidated or merged with another corporation, the person shall
be entitled to receive direct issuance or options covering shares of such
reorganized, consolidated, or merged company in the same proportion, at an
equivalent price, and subject to the same conditions.

11.00    DISSOLUTION OR LIQUIDATION
         --------------------------
         Upon the dissolution or liquidation of the Company, the options granted
hereunder shall terminate and become null and void, but the person shall have
the right immediately prior to such dissolution or liquidation to exercise any
options granted and exercisable hereunder to the full extent not before
exercised.

12.00    BINDING EFFECT
         --------------
         This Plan shall inure to the benefit of and be binding upon the Company
and its employees, and their respective heirs, executors, administrators,
successors and assigns.

13.00    ADOPTION OF PLAN
         ----------------
         This Plan has been duly adopted by the Board of Directors of the
Company on September 1, 2000.

14.00    NOTICES
         -------
         Any notice to be given to the Company under the terms of this plan
shall be addressed to such address as is set forth on the first page hereof.



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     IN WITNESS WHEREOF, the Company has caused this Plan to be executed on
its behalf by its President, to be sealed by its corporate seal, and attested by
its Secretary effective the day and year first above written.

                                       XDOGS, INC.



                                       By:  /s/  Kent Rodriguex
                                          ------------------------------------
                                                 Kent Rodriguez, President


ATTEST:



 By:  /s/  Craig Avery
    -------------------------------
           Craig Avery, Secretary      (SEAL)