INCENTIVE COMPENSATION AND EMPLOYMENT AGREEMENT
THIS AGREEMENT, is made and entered into as of the 23rd day of November, 1999, by and between
XDOGS.COM, INC., a Nevada corporation (the "Company"), and Kent Rodriguez ("Executive").
WHEREAS, Executive has been the Chairman and Chief Executive Officer of the Company since January 1997;
WHEREAS, the Company desires to grant incentive compensation to Executive to cause him to remain in the
employ of the Company on the terms and subject to the conditions set forth herein;
WHEREAS, each of the parties acknowledges that he or it is receiving good and valuable consideration for
entering into this Agreement, and Executive acknowledges that this Agreement was negotiated between the
parties hereto; and
WHEREAS, Executive has received a copy of this Agreement prior to executing it.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
EMPLOYMENT; POSITION AND DUTIES
1.1. EFFECTIVE DATE. This Agreement shall govern the terms and conditions of Executive's employment
commencing as of the date hereof (the "Effective Date").
1.2. RETENTION PERIOD. The Company agrees to continue the Executive in its employ as President and
Chief Executive Officer, and the Executive agrees to remain in the employ of the Company, for the period (the
"Retention Period") commencing on the Effective Date and ending on the earlier of the fifth anniversary date of
this Agreement or the date of any termination of the Executive's employment in accordance with Article III of this
(a) No Reduction in Position. During the Retention Period, the Executive's position (including titles), authority and
responsibilities as an executive officer of the Company shall be at least commensurate with the highest of those
held or exercised by him at any time during the ninety (90)-day period immediately preceding the Eff