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                                                                     Exhibit 4.1

                          XDOGS COMPENSATION PLAN-2000A

         THIS COMPENSATION PLAN is adopted this 1st day of April, 2000, by
XDOGS.COM, INC., a Nevada corporation with its principal place of business being
located at 80 South Eighth Street, Suite 3660, Minneapolis, Minnesota 55402.

                                   WITNESSETH:

         WHEREAS, the Board of Directors of XDOGS.COM, 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-2000A (the "Plan").

1.00              EFFECTIVE DATE AND TERMINATION OF PLAN

                  The effective date of the Plan is May 2, 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
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
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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 Nine Hundred Fifty Thousand (950,000) of the authorized but
unissued shares of common shares of the Company, 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 $1.50 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 $1.50 per share.


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.
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                  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.

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 May 2, 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.COM, INC.



                                                     By
                                                         President


ATTEST:




Secretary                                            (SEAL)