exhibit_10-10.htm



    
      

    

    EXHIBIT
10.10

     

    


    CONTRIBUTION
AND EXCHANGE AGREEMENT

    


    


    THIS
CONTRIBUTION AND EXCHANGE AGREEMENT (this "Agreement") is made this 29th day of
December 2006, by and among Xtreme Technologies, Inc., a Washington corporation
("Xtreme"); Emerald Energy Partners, Inc., a Nevada corporation ("Emerald"); and
the persons listed in Exhibit A-1 hereof who are the owners of record of all the
issued and outstanding stock of Emerald who execute and deliver this Agreement
("Emerald Stockholders"), based on the following:

    


    Recitals

    


    Xtreme wishes to acquire all the issued
and outstanding stock of Emerald in exchange for stock of Xtreme in a
transaction intended to qualify as a tax-free exchange pursuant to Section 351
of the Internal Revenue Code of 1986, as amended (the “Code”).  The
parties intend for this Agreement to represent the terms and conditions of such
tax-free exchange, which Agreement the parties hereby adopt.

    


    The acquisition will be through a share
exchange with a total of 7,960,000 shares of Xtreme issued for all the shares of
Emerald.  As a result thereof, the Emerald Stockholders, shall be in
“control” (within the meaning of Section 368(b) of the Code) of
Xtreme.

    


    Agreement

    


    Based on the stated premises, which are
incorporated herein by reference, and for and in consideration of the mutual
covenants and agreements hereinafter set forth, the mutual benefits to the
parties to be derived here from, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, it is hereby agreed as
follows:

    


    ARTICLE
I

    EXCHANGE
OF STOCK

    


    1.01           Exchange of
Shares.  On the terms and subject to the conditions set forth
in this Agreement, on the Closing Date (as defined in Section 1.05 hereof),
the Emerald Stockholders shall assign, transfer, contribute and deliver to
Xtreme, free and clear of all liens, pledges, encumbrances, charges,
restrictions, or claims of any kind, nature, or description, all issued and
outstanding shares of common stock of Emerald (the “Emerald Shares”) held by
Emerald Stockholders, which shares shall represent all issued and outstanding
shares of Emerald common stock, and Xtreme agrees to acquire such shares on such
date by issuing and delivering in exchange therefore an aggregate of 7,960,000
restricted shares of Xtreme common stock, par value $0.001 per share, (the
“Xtreme Common Stock”).  Such shares of Xtreme Common Stock shall be
issued pro rata based on the number of Emerald Shares held and as set forth
opposite the Emerald Stockholder’s respective names in Exhibit
A-1.  All 7,960,000 shares of Xtreme Common Stock to be issued and
delivered pursuant to this Agreement shall be appropriately adjusted to take
into account any stock split, stock dividend, reverse stock split,
recapitalization, or similar change in the Xtreme Common Stock which may occur
between the date of the execution of this Agreement and the Closing
Date.

    


    1.02           Delivery of Certificates by
Emerald Stockholders.  The transfer of Emerald Shares by the
Emerald Stockholders shall be effected by the delivery to Xtreme at the Closing
(as set forth in Section 1.05 hereof)
of certificates representing the transferred shares endorsed in blank or
accompanied by stock powers executed in blank and with all necessary transfer
taxes and other revenue stamps affixed and acquired at the Emerald Stockholders'
expense.

    


    1.03           Operation as Wholly-Owned
Subsidiary.  After giving effect to the transaction
contemplated hereby, Xtreme will own all the issued and outstanding shares of
Emerald and Emerald will be a wholly-owned subsidiary of Xtreme operating under
the name Emerald Energy Partners, Inc.

    


    
      
        
           


        

        
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    1.04           Further
Assurances.  At the Closing and from time to time thereafter,
the Emerald Stockholders shall execute such additional instruments and take such
other action as Xtreme may reasonably request, without undue cost to the Emerald
Stockholders in order to more effectively sell, transfer, and assign clear title
and ownership in the Emerald Shares to Xtreme.

    


    1.05           Closing and
Parties.  The Closing contemplated hereby shall be held at a
mutually agreed upon time and at Emerald’s offices located at 6608 Indian Trail,
Plano, TX 75024 on or before December 29th, 2006, or on another date to be
agreed to in writing by the parties (the “Closing Date”).  The Closing
may be accomplished by wire, express mail, overnight courier, conference
telephone call or as otherwise agreed to by the respective parties or their duly
authorized representatives.

    


    1.06           Closing
Events.

    


    (a)           Xtreme
Deliveries.  Subject to fulfillment or waiver of the conditions
set forth in Article
IV, Xtreme shall deliver to Emerald at Closing all the
following:

    


    (i)         A
certificate of good standing from the secretary of State of Washington, issued
as of a date within five days prior to the Closing Date, certifying that Xtreme
is in good standing as a corporation in the State of Washington;

    


    (ii)         Incumbency
and specimen signature certificates dated the Closing Date with respect to the
officers of Xtreme executing this Agreement and any other document delivered
pursuant hereto on behalf of Xtreme;

    


    (iii)         Copies
of the resolutions of Xtreme’s board of directors and shareholder minutes or
consents authorizing the execution and performance of this Agreement and the
contemplated transactions, certified by the secretary or an assistant secretary
of Xtreme as of the Closing Date;

    


    (iv)         The
certificate contemplated by Section 4.02, duly
executed by the chief executive officer or president of Xtreme;

    


    (v)         The
certificate contemplated by Section 4.03, dated
the Closing Date, signed by the chief executive officer or president of
Xtreme;

    


    (vi)         Certificates
for 7,960,000 shares of Xtreme Common Stock in the names of the Emerald
Stockholders and in the amounts set forth in Exhibit “A-1;” and

    


    
      In
addition to the above deliveries, Xtreme shall take all steps and actions as
Emerald and Emerald Stockholders may reasonably request or as may otherwise be
reasonably necessary to consummate the transactions contemplated
hereby.

    

    


    (b)           Emerald
Deliveries.  Subject to fulfillment or waiver of the conditions
set forth in Article
V, Emerald and/or Emerald Stockholder’s shall deliver to Xtreme at
Closing all the following:

    


    (i)         A
certificate of good standing from the secretary of state of Nevada, issued as of
a date within five days prior to the Closing Date certifying that Emerald is in
good standing as a corporation in the State of Nevada;

    


    (ii)         Incumbency
and specimen signature certificates dated the Closing Date with respect to the
officers of Emerald executing this Agreement and any other document delivered
pursuant hereto on behalf of Emerald;

    


    
      
        
           


        

        
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    (iii)         Copies
of resolutions of the board of directors and of the stockholders of Emerald
authorizing the execution and performance of this Agreement and the contemplated
transactions, certified by the secretary or an assistant secretary of Emerald as
of the Closing Date;

    


    (iv)         The
certificate contemplated by Section 5.02,
executed by the chief executive officer or president of Emerald;
and

    


    (v)         The
certificate contemplated by Section 5.03, dated
the Closing Date, signed by the chief executive officer or president of
Emerald.

    


    In
addition to the above deliveries, Emerald shall take all steps and actions as
Xtreme may reasonably request or as may otherwise be reasonably necessary to
consummate the transactions contemplated hereby.

    


    1.07.           Termination

    


    (a)           This
Agreement may be terminated by the board of directors of either Xtreme or
Emerald at any time prior to the Closing Date if:

    


    (i)         There
shall be any actual or threatened action or proceeding before any court or any
governmental body which shall seek to restrain, prohibit, or invalidate the
transactions contemplated by this Agreement and which, in the reasonable
judgment of such board of directors, made in good faith and based upon the
advice of its legal counsel, makes it inadvisable to proceed with the
transactions contemplated by this Agreement;

    


    (ii)         Any
of the transactions contemplated hereby are disapproved by any regulatory
authority whose approval is required to consummate such transactions or in the
reasonable judgment of such board of directors, made in good faith and based on
the advice of counsel, there is substantial likelihood that any such approval
will not be obtained or will be obtained only on a condition or conditions which
would be unduly burdensome, making it inadvisable to proceed with the
exchange;

     

    In the
event of termination pursuant to this paragraph (a) of Section 1.07, no
obligation, right, or liability shall arise hereunder, and each party shall bear
all of the expenses incurred by it in connection with the negotiation,
preparation, and execution of this Agreement and the transactions contemplated
hereby.

    


    (b)           This
Agreement may be terminated at any time prior to the Closing Date by action of
the board of directors of Xtreme if (i) Emerald shall fail to comply in any
material respect with any of its covenants or agreements contained in this
Agreement or if any of the representations or warranties of Emerald contained
herein shall be inaccurate in any material respect or (ii) Xtreme determines
that there has been or is likely to be any material adverse change in the
financial or legal condition of Emerald.  In the event of termination
pursuant to this paragraph (b) of this Section 1.07, no
obligation, right, remedy, or liability shall arise hereunder. All parties shall
bear their own costs incurred in connection with the negotiation, preparation,
and execution of this Agreement and the transactions contemplated
hereby.

    


    (c)           This
Agreement may be terminated at any time prior to the Closing Date by action of
the board of directors of Emerald if (i) Xtreme shall fail to comply in any
material respect with any of its covenants or agreements contained in this
Agreement or if any of the representations or warranties of Xtreme contained
herein shall be inaccurate in any material respect or (ii) Emerald determines
that there has been or is likely to be any adverse change in the financial or
legal condition of Xtreme.  In the event of termination pursuant to
this paragraph (c) of this Section 1.07, no
obligation, right, remedy, or liability shall arise hereunder.  All
parties shall each bear their own costs incurred in connection with the
negotiation, preparation, and execution of this Agreement and the transactions
contemplated hereby.

    


    
      
        
           


        

        
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    ARTICLE
II

    REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF XTREME

    


    As an inducement to, and to obtain the
reliance of Emerald, Xtreme represents and warrants as follows:

    


    2.01           Organization.  Xtreme
is, and will be on the Closing Date, a corporation duly organized, validly
existing, and in good standing under the laws of the State of Washington and has
the corporate power and is and will be duly authorized, qualified, franchised,
and licensed under all applicable laws, regulations, ordinances, and orders of
public authorities to own all of its properties and assets and to carry on its
business in all material respects as it is now being conducted, and there are no
other jurisdictions in which it is not so qualified in which the character and
location of the assets owned by it or the nature of the material business
transacted by it requires qualification, except where failure to do so would not
have a material adverse effect on its business, operations, properties, assets
or condition.  The execution and delivery of this Agreement does not,
and the consummation of the transactions contemplated by this Agreement in
accordance with the terms hereof will not, violate any provision of Xtreme's
articles of incorporation or bylaws, or other agreement to which it is a party
or by which it is bound.

    


    2.02           Approval of
Agreement.  Xtreme has full power, authority, and legal right
and has taken, or will take, all action required by law, its articles of
incorporation, bylaws, and otherwise to execute and deliver this Agreement and
to consummate the transactions herein contemplated.  The board of
directors of Xtreme has authorized and approved the execution, delivery, and
performance of this Agreement and the transactions contemplated
hereby.

    


    2.03           Capitalization.                                The
authorized capitalization of Xtreme consists of 150,000,000 shares of common
stock, $0.001 par value, of which 185,499 shares are issued and
outstanding.  All issued and outstanding shares of Xtreme are legally
issued, fully paid, and nonassessable and not issued in violation of the
preemptive or other right of any person.  There are no dividends or
other amounts due or payable with respect to any of the shares of capital stock
of Xtreme.  Immediately following the exchange referred to in Section
1.01 and the Recitals above, the Emerald Stockholders own at least 80% of the
total combined voting power of all classes of stock of Xtreme entitled to vote
and at least 80% of the total number of shares of each other class of stock of
Xtreme that is then issued and outstanding, such that the Emerald Stockholders
will be in “control” (within the meaning of Section 368(b) of the Code) of
Xtreme.

    


    2.04.           Financial
Statements.

    


    (a)           No
financial statements will be provided prior to closing.

    


    (b)           Xtreme
has filed or will file as of the Closing Date all tax returns required to be
filed by it from inception to the Closing Date.  All such returns and
reports are accurate and correct in all material respects.  Xtreme has
no material liabilities with respect to the payment of any federal, state,
county, local, or other taxes (including any deficiencies, interest, or
penalties) accrued for or applicable to the period ended on the date of the most
recent balance sheet of Xtreme, except to the extent reflected on such balance
sheet and all such dates and years and periods prior thereto and for which
Xtreme may at said date have been liable in its own right or as transferee of
the assets of, or as successor to, any other corporation or entity, except for
taxes accrued but not yet due and payable, and to the best knowledge of Xtreme,
no deficiency assessment or proposed adjustment of any such tax return is
pending, proposed or contemplated.  To the best knowledge of Xtreme,
none of such income tax returns has been examined or is currently being examined
by the Internal Revenue Service and no deficiency assessment or proposed
adjustment of any such return is pending, proposed or
contemplated.  Xtreme has not made any election pursuant to the
provisions of any applicable tax laws (other than elections that relate solely
to methods of accounting, depreciation, or amortization) that would have a
material adverse affect on Xtreme, its financial condition, its business as
presently conducted or proposed to be conducted, or any of its respective
properties or material assets.  There are no outstanding agreements or
waivers extending the statutory period of limitation applicable to any tax
return of Xtreme.

    


    
      
        
           


        

        
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    2.05           Outstanding Warrants and
Options.  Except as set forth on Schedule 2.05, Xtreme
has no existing warrants or options, calls, or commitments of any nature
relating to the authorized and unissued Xtreme Common Stock.

    


    2.06           Information.  The
information concerning Xtreme set forth in this Agreement is complete and
accurate in all material respects and does not contain any untrue statement of a
material fact or omit to state a material fact required to make the statements
made, in light of the circumstances under which they were made, not
misleading.  Xtreme shall cause the schedules delivered by it pursuant
hereto and the instruments delivered to Emerald hereunder to be updated after
the date hereof up to and including the Closing Date.

    


    2.07           Absence of Certain Changes
or Events.  Except as set forth in this Agreement or the
schedules hereto, since the date of the most recent Xtreme balance sheet
described in Section
2.04 and included in the information referred to in Section
2.06:

    


    (a)           There
has not been (i) any material adverse change in the business, operations,
properties, level of inventory, assets, or condition of Xtreme or (ii) any
damage, destruction, or loss to Xtreme (whether or not covered by insurance)
materially and adversely affecting the business, operations, properties, assets,
or condition of Xtreme;

    


    (b)           Xtreme
has not (i) amended its articles of incorporation or bylaws; (ii) declared or
made, or agreed to declare or make, any payment of dividends or distributions of
any assets of any kind whatsoever to stockholders or purchased or redeemed, or
agreed to purchase or redeem, any of its capital stock; (iii) waived any rights
of value which in the aggregate are extraordinary or material considering the
business of Xtreme; (iv) made any material change in its method of management,
operation, or accounting; (v) entered into any other material transactions; (vi)
made any material accrual or material arrangement for or payment of bonuses or
special compensation of any kind or any severance or termination pay to any
present or former officer or employee; (vii) increased the rate of compensation
payable or to become payable by it to any of its officers or directors or any of
its employees whose monthly compensation exceeds $1,000; or (viii) made any
increase in any profit-sharing, bonus, deferred compensation, insurance,
pension, retirement, or other employee benefit plan, payment, or arrangement
made to, for, or with its officers, directors, or employees;

    


    (c)           Xtreme
has not (i) granted or agreed to grant any options, warrants, or other rights
for its stocks, bonds, or other corporate securities calling for the issuance
thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become
subject to, any material obligation or liability (absolute or contingent) except
liabilities incurred in the ordinary course of business; (iii) paid any material
obligation or liability (absolute or contingent) other than current liabilities
reflected in or shown on the most recent Xtreme balance sheet and current
liabilities incurred since that date in the ordinary course of business; (iv)
sold or transferred, or agreed to sell or transfer, any of its material assets,
properties, or rights (except assets, properties, or rights not used or useful
in its business which, in the aggregate have a value of less than $5,000) or
canceled, or agreed to cancel, any debts or claims (except debts and claims
which in the aggregate are of a value of less than $5,000); (v) made or
permitted any amendment or termination of any contract, agreement, or license to
which it is a party if such amendment or termination is material, considering
the business of Xtreme; or (vi) issued, delivered, or agreed to issue or deliver
any stock, bonds, or other corporate securities including debentures (whether
authorized and unissued or held as treasury stock); and

    


    (d)           To
the best knowledge of Xtreme, it has not become subject to any law or regulation
which materially and adversely affects, or in the future would be reasonably
expected to adversely affect, the business, operations, properties, assets, or
condition of Xtreme.

    


    
      
        
           


        

        
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    2.08           Litigation and
Proceedings.  There are no actions, suits, or administrative or
other proceedings pending or, to the knowledge of Xtreme, threatened by or
against Xtreme or adversely affecting Xtreme or its properties, at law or in
equity, before any court or other governmental agency or instrumentality,
domestic or foreign, or before any arbitrator of any kind.  Xtreme
does not have any knowledge of any default on its part with respect to any
judgment, order, writ, injunction, decree, award, rule, or regulation of any
court, arbitrator, or governmental agency or instrumentality.

    


    2.09           Compliance With Laws and
Regulations.  Xtreme has complied with all applicable statutes
and regulations of any federal, state, or other governmental entity or agency
thereof, except to the extent that noncompliance (i) could not materially and
adversely affect the business, operations, properties, assets, or condition of
Xtreme or (ii) could not result in the occurrence of any material liability for
Xtreme.  To the best knowledge of Xtreme, the consummation of this
transaction will comply with all applicable statutes and regulations, subject to
the preparation and filing of any forms required by state and federal securities
laws.

    


    2.10           Compliance with Security
Laws.   Xtreme has complied with all applicable security
statutes and regulation of any federal, state or other governmental entity or
agency thereof, including the filing of any required documents in regards to all
sales of Xtreme Stock.  Xtreme is not required to file reports with
the Securities and Exchange Commission under the Securities Exchange Act of 1934
and Xtreme’s counsel will deliver an opinion to this
effect.  Notwithstanding the immediately preceding sentence, Xtreme
has not filed reports under the Securities Exchange Act of 1934.

    


    2.11           Material Contract
Defaults.   Xtreme is not a party to any contract,
agreement, lease, or other commitment which is material to the business,
operations, properties, assets, or condition of Xtreme, and there is no event of
default or other event which, with notice or lapse of time or both, would
constitute a default in any material respect under any such contract, agreement,
lease, or other commitment in respect of which Xtreme has not taken adequate
steps to prevent such a default from occurring.

    


    2.12           No Conflict With Other
Instruments.  The execution of this Agreement and the
consummation of the transactions contemplated by this Agreement will not result
in the breach of any term or provision of, or constitute an event of default
under, any material indenture, mortgage, deed of trust, or other material
contract, agreement, or instrument to which Xtreme is a party or to which any of
its properties or operations are subject.

    


    2.13           Subsidiary.  Xtreme
does not own, beneficially or of record, any equity securities in any other
entity.

    


    2.14           Xtreme
Schedules.  Xtreme has delivered to Emerald the following
schedules, which are collectively referred to as the “Xtreme Schedules” and
which consist of the following separate schedules dated as of the date of
execution of this Agreement, all certified by a duly authorized officer of
Xtreme as complete, true, and accurate:

    


    (a)           A
schedule including copies of the articles of incorporation and bylaws of Xtreme
in effect as of the date of this Agreement;

    


    (b)           A
schedule containing copies of resolutions adopted by the board of directors of
Xtreme approving this Agreement and the transactions herein
contemplated;

    


    (c)           A
schedule setting forth a description of any material adverse change in the
business, operations, property, inventory, assets, or condition of Xtreme since
the most recent Xtreme balance sheet, required to be provided pursuant to Section 2.04
hereof;

    


    (d)           A
schedule setting forth the financial statements required pursuant to Section 2.04(a)
hereof; and

    


    
      
        
           


        

        
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    (e)           A
schedule setting forth any other information, together with any required copies
of documents, required to be disclosed in the Xtreme Schedules by Sections 2.01 through
2.13.

    


    Xtreme
shall cause the Xtreme Schedules and the instruments delivered to Emerald
hereunder to be updated after the date hereof up to and including the Closing
Date.  Such updated Xtreme Schedules, certified in the same manner as
the original Xtreme Schedules, shall be delivered prior to and as a condition
precedent to the obligation of Emerald to close.

    


    2.15           Immediately
following the exchanges referred to in Section 1.01, Xtreme will not be an
“investment company” for purposes of Section 351(e) of the Code and the Treasury
regulations promulgated thereunder.

    


    ARTICLE
III

    REPRESENTATIONS,
COVENANTS, AND WARRANTIES OF EMERALD

    


    As an inducement to, and to obtain the
reliance of Xtreme, Emerald represents and warrants as follows:

    


    3.01           Organization.  Emerald
is, and will be on the Closing Date, a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada and has the
corporate power and is and will be duly authorized, qualified, franchised, and
licensed under all applicable laws, regulations, ordinances, and orders of
public authorities to own all of its properties and assets and to carry on its
business in all material respects as it is now being conducted, and there are no
other jurisdictions in which it is not so qualified in which the character and
location of the assets owned by it or the nature of the material business
transacted by it requires qualification, except where failure to do so would not
have a material adverse effect on its business, operations, properties, assets
or condition of Emerald.  The execution and delivery of this Agreement
does not, and the consummation of the transactions contemplated by this
Agreement in accordance with the terms hereof will not, violate any provision of
Emerald’s articles of incorporation or bylaws, or other material agreement to
which it is a party or by which it is bound.

    


    3.02           Approval of
Agreement.  Emerald has full power, authority, and legal right
and has taken, or will take, all action required by law, its articles of
incorporation, bylaws, or otherwise to execute and deliver this Agreement and to
consummate the transactions herein contemplated.

    


    3.03           Capitalization.  The
authorized capitalization of Emerald consists of 50,000,000 shares of common
stock of which as of the date hereof 7,960,000 shares are issued and
outstanding. All issued and outstanding shares of Emerald are legally issued,
fully paid, and nonassessable and not issued in violation of the preemptive or
other right of any person.  There are no dividends or other amounts
due or payable with respect to any of the shares of capital stock of
Emerald.

    


    3.04           Financial
Statements.

    


    (a)           No
financial statements will be provided prior to closing.

    


    (b)           Emerald
has filed or will have filed as of the Closing Date all tax returns required to
be filed by it from inception to the Closing Date.  All such returns
and reports are accurate and correct in all material
respects.  Emerald has no material liabilities with respect to the
payment of any federal, state, county, local, or other taxes (including any
deficiencies, interest, or penalties) accrued for or applicable to the period
ended on the date of the most recent unaudited balance sheet of Emerald, except
to the extent reflected on such balance sheet and adequately provided for, and
all such dates and years and periods prior thereto and for which Emerald may at
said date have been liable in its own right or as transferee of the assets of,
or as successor to, any other corporation or entity, except for taxes accrued
but not yet due and payable, and to Emerald’s knowledge no deficiency assessment
or proposed adjustment of any such tax return is pending, proposed or
contemplated.  Proper and accurate amounts of taxes have been withheld
by or on behalf of Emerald with respect to all material compensation paid to
employees of Emerald for all periods ending on or before the date hereof, and
all deposits required with respect to compensation paid to such employees have
been made, in complete compliance with the provisions of all applicable federal,
state, and local tax and other laws.  To Emerald’s knowledge, none of
such income tax returns has been examined or is currently being examined by the
Internal Revenue Service, and no deficiency assessment or proposed adjustment of
any such return is pending, proposed, or contemplated. Emerald has not made any
election pursuant to the provisions of any applicable tax laws (other than
elections that relate solely to methods of accounting, depreciation, or
amortization) that would have a material adverse affect on Emerald, its
financial condition, its business as presently conducted or proposed to be
conducted, or any of its properties or material assets.  There are no
tax liens upon any of the assets of Emerald.  There are no outstanding
agreements or waivers extending the statutory period of limitation applicable to
any tax return of Emerald.

    


    
      
        
           


        

        
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    3.05           Outstanding Warrants and
Options.  Emerald has no issued warrants or options, calls, or
commitments of any nature relating to the authorized and unissued Emerald Common
Stock.

    


    3.06           Information.  The
information concerning Emerald set forth in this Agreement and in the schedules
delivered by Emerald pursuant hereto is complete and accurate in all material
respects and does not contain any untrue statement of a material fact or omit to
state a material fact required to make the statements made, in light of the
circumstances under which they were made, not misleading.  Emerald
shall cause the schedules delivered by Emerald pursuant hereto to Xtreme
hereunder to be updated after the date hereof up to and including the Closing
Date.

    


    3.07           Absence of Certain Changes
or Events.  Except as set forth in this Agreement since the
date of the most recent Emerald balance sheet described in Section 3.04 and
included in the information referred to in Section
3.06:

    


    (a)           There
has not been (i) any material adverse change in the business, operations,
properties, level of inventory, assets, or condition of Emerald or (ii) any
damage, destruction, or loss to Emerald materially and adversely affecting the
business, operations, properties, assets, or conditions of Emerald.

    


    (b)           Emerald
has not (i) amended its articles of incorporation or bylaws; (ii) declared or
made, or agreed to declare or make, any payment of dividends or distributions of
any assets of any kind whatsoever to stockholders or purchased or redeemed, or
agreed to purchase or redeem, any of its capital stock; (iii) waived any rights
of value which in the aggregate are extraordinary and material considering the
business of Emerald; (iv) made any material change in its method of accounting;
(v) entered into any other material transactions other than those contemplated
by this Agreement; (vi) made any material accrual or material arrangement for or
payment of bonuses or special compensation of any kind or any severance or
termination pay to any present or former officer or employee; or
(vii)  made any material increase in any profit-sharing, bonus,
deferred compensation, insurance, pension, retirement, or other employee benefit
plan, payment, or arrangement made to, for, or with their officers, directors,
or employees;

    


    (c)           Emerald
has not (i) granted or agreed to grant any options, warrants, or other rights
for its stocks, bonds, or other corporate securities calling for the issuance
thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become
subject to, any material obligation or liability (absolute or contingent) except
liabilities incurred in the ordinary course of business; (iii) paid any material
obligation or liability (absolute or contingent) other than current liabilities
reflected in or shown on the most recent Emerald balance sheet and current
liabilities incurred since that date in the ordinary course of business; (iv)
sold or transferred, or agreed to sell or transfer, any of its material assets,
properties, or rights, or agreed to cancel, any material debts or claims; (v)
made or permitted any amendment or termination of any contract, agreement, or
license to which it is a party if such amendment or termination is material,
considering the business of Emerald; or (vi) issued, delivered, or agreed to
issue or deliver any stock, 

      bonds, or
other corporate securities including debentures (whether authorized and unissued
or held as treasury stock); and

      


      (d)           To
the best knowledge of Emerald, it has not become subject to any law or
regulation which materially and adversely affects, or in the future would be
reasonably expected to adversely affect, the business, operations, properties,
assets, or condition of Emerald.

    

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    


    3.08           Copyright,
Patents.  To the best knowledge of Emerald, its technology does
not infringe on the copyright, patent, trade secret, know-how, or other
proprietary right of any other person or entity and comprises all such rights
necessary to permit the operation of the business of Emerald as now being
conducted or as contemplated.

    


    3.09           Litigation and
Proceedings. Except as otherwise disclosed in Schedule 3.09, there
are no material actions, suits, or proceedings pending or, to the knowledge of
Emerald, threatened by or against Emerald or adversely affecting Emerald, at law
or in equity, before any court or other governmental agency or instrumentality,
domestic or foreign, or before any arbitrator of any kind.  Emerald
does not have any knowledge of any default on its part with respect to any
judgment, order, writ, injunction, decree, award, rule, or regulation of any
court, arbitrator, or governmental agency or instrumentality.

    


    3.10           Material Contract
Defaults.  Emerald is not in default in any material respect
under the terms of any outstanding contract, agreement, lease, or other
commitment which is material to the business, operations, properties, assets, or
condition of Emerald, and there is no event of default or other event which,
with notice or lapse of time or both, would constitute a default in any material
respect under any such contract, agreement, lease, or other commitment in
respect of which Emerald has not taken adequate steps to prevent such a default
from occurring.

    


    3.11           No Conflict With Other
Instruments.  The execution of this Agreement and the
consummation of the transactions contemplated by this Agreement will not result
in the breach of any term or provision of, or constitute an event of default
under, any material indenture, mortgage, deed of trust, or other material
contract, agreement, or instrument to which Emerald is a party or to which any
of its properties or operations are subject.

    


    3.12           Governmental
Authorizations.  Emerald has all licenses, franchises, permits,
and other governmental authorizations that are legally required to enable it to
conduct its business in all material respects as conducted on the date of this
Agreement.  Except for compliance with federal and state securities
and corporation laws, as hereinafter provided, no authorization, approval,
consent, or order of, or registration, declaration, or filing with, any court or
other governmental body is required in connection with the execution and
delivery by Emerald of this Agreement and the consummation by Emerald of the
transactions contemplated hereby.

    


    3.13           Compliance With Laws and
Regulations.  Emerald has complied with all applicable statutes
and regulations of any federal, state, or other governmental entity or agency
thereof, except to the extent that noncompliance would not materially and
adversely affect the business, operations, properties, assets, or condition of
Emerald or except to the extent that noncompliance would not result in the
occurrence of any material liability for Emerald. To the best knowledge of
Emerald, the consummation of this transaction will comply with all applicable
statutes and regulations, subject to the preparation and filing of any forms
required by state and federal security laws.

    


    
      3.14   Affiliate.  Emerald
owns no affiliates.

    

    


     

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

     

    3.15           Emerald
Schedules.  Emerald has delivered to Xtreme the following
schedules, which are collectively referred to as the "Emerald Schedules" and
which consist of the following separate schedules dated as of the date of
execution of this Agreement, all certified by the chief executive officer or
president of Emerald as complete, true, and accurate:

    


    (a)           A
schedule including copies of the articles of incorporation and bylaws of Emerald
and all amendments thereto in effect as of the date of this
Agreement;

    


    (b)           A
schedule containing copies of resolutions adopted by the board of directors of
Emerald approving this Agreement and the transactions herein contemplated as
referred to in Section
3.02;

    


    (c)           A
schedule setting forth a description of any material adverse change in the
business, operations, property, inventory, assets, or condition of Emerald since
the most recent Emerald balance sheet, required to be provided pursuant to Section 3.04
hereof;

    


    (d)           A
schedule setting forth the financial statements required pursuant to Section 3.04 (a)
hereof; and

    


    (e)           A
schedule setting forth any other information, together with any required copies
of documents, required to be disclosed in the Emerald Schedules by Sections 3.01 through
3.14.

    


    Emerald
shall cause the Emerald Schedules and the instruments delivered to Xtreme
hereunder to be updated after the date hereof up to and including the Closing
Date.  Such updated Emerald Schedules, certified in the same manner as
the original Emerald Schedules, shall be delivered prior to and as a condition
precedent to the obligation of Xtreme to close.

    


    ARTICLE
IV

    CONDITIONS
PRECEDENT TO OBLIGATIONS OF EMERALD

    


    The obligations of Emerald under this
Agreement are subject to the satisfaction of Emerald, at or before the Closing
Date, of the following conditions:

    


    4.01           Shareholder
Approval.  Intentionally Deleted

    


    4.02           Accuracy of
Representations.  The representations and warranties made by
Xtreme in this Agreement were true when made and shall be true at the Closing
Date with the same force and affect as if such representations and warranties
were made at and as of the Closing Date (except for changes therein permitted by
this Agreement), and Xtreme shall have performed or complied with all covenants
and conditions required by this Agreement to be performed or complied with by
Xtreme prior to or at the Closing.  Emerald shall be furnished with
certificates, signed by duly authorized officers of Xtreme and dated the Closing
Date, to the foregoing effect.

    


    4.03           Officer's
Certificates.  Emerald shall have been furnished with
certificates dated the Closing Date and signed by the duly authorized chief
executive officer or president of Xtreme to the effect that to such officer’s
best knowledge no litigation, proceeding, investigation, or inquiry is pending
or, to the best knowledge of Xtreme threatened, which might result in an action
to enjoin or prevent the consummation of the transactions contemplated by this
Agreement.  Furthermore, based on certificates of good standing,
representations of government agencies, and Xtreme's own documents and
information, the certificate shall represent, to the best knowledge of the
officer, that:

    


    (a)           This
Agreement has been duly approved by Xtreme's board of directors and has been
duly executed and delivered in the name and on behalf of Xtreme by its duly
authorized officers pursuant to, and in compliance with, authority granted by
the board of directors of Xtreme pursuant to a unanimous consent;

    


    (b)           There
have been no material adverse changes in Xtreme up to and including the date of
the certificate;

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    (c)           All
conditions required by this Agreement have been met, satisfied, or performed by
Xtreme;

    


    (d)           All
authorizations, consents, approvals, registrations, and/or filings with any
governmental body, agency, or court required in connection with the execution
and delivery of the documents by Xtreme have been obtained and are in full force
and effect or, if not required to have been obtained, will be in full force and
effect by such time as may be required; and

    


    (e)           There
is no material action, suit, proceeding, inquiry, or investigation at law or in
equity by any public board or body pending or threatened against Xtreme, wherein
an unfavorable decision, ruling, or finding could have an adverse effect on the
financial condition of Xtreme, the operation of Xtreme, or the acquisition and
reorganization contemplated herein, or any agreement or instrument by which
Xtreme is bound or in any way contests the existence of Xtreme.

    


    4.04           No Material Adverse
Change.  Prior to the Closing Date, there shall not have
occurred any material adverse change in the financial condition, business, or
operations of Xtreme, nor shall any event have occurred which, with the lapse of
time or the giving of notice, may cause or create any material adverse change in
the financial condition, business, or operations of Xtreme.

    


    4.05           Good
Standings.  Emerald shall have received a certificate of good
standing from the secretary of State of Washington, dated as of the date within
five days prior to the Closing Date, certifying that Xtreme is in good standing
as a corporation in the State of Washington.

    


    4.06           Percentage Ownership of
Xtreme Stock.  Immediately following the exchange referred to
in Section 1.01 hereof, Emerald Stockholders, shall have “control” (within the
meaning of Section 368(b) of the Code) of Xtreme.

    


    4.07           Other
Items.  Emerald shall have received such further documents,
certificates, or instruments relating to the transactions contemplated hereby as
Emerald may reasonably request.

    


    ARTICLE
V

    CONDITIONS
PRECEDENT TO OBLIGATIONS OF XTREME

    


    The obligations of Xtreme under this
Agreement are subject to the satisfaction, at or before the Closing Date, of the
following conditions:

    


    5.01           Emerald  Stockholders.  Holders
of all of the issued and outstanding Emerald Shares shall have executed this
Agreement and the exchange of shares contemplated by this
Agreement.

    


    5.02           Accuracy of
Representations.  The representations and warranties made by
Emerald and the Emerald Stockholders in this Agreement were true when made and
shall be true at the Closing Date with the same force and affect as if such
representations and warranties were made at and as of the Closing Date (except
for changes therein permitted by this Agreement), and Emerald shall have
performed or complied with all covenants and conditions required by this
Agreement to be performed or complied with by Emerald prior to or at the
Closing.  Xtreme shall be furnished with a certificate, signed by a
duly authorized officer of Emerald and dated the Closing Date, to the foregoing
effect.

    


    5.03           Officer's
Certificates.  Xtreme shall have been furnished with
certificates dated the Closing Date and signed by the duly authorized chief
executive officer or president of Emerald to the effect that no litigation,
proceeding, investigation, or inquiry is pending or, to the best knowledge of
Emerald, threatened, which might result in an action to enjoin or prevent the
consummation of the transactions contemplated by this
Agreement.  Furthermore, based on certificates of good standing,
representations of government agencies, and Emerald's own documents, the
certificate shall represent, to the best knowledge of the officer,
that:

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    


    (a)           Except
as provided or permitted herein, there have been no material adverse changes in
Emerald up to and including the date of the certificate;

    


    (b)           All
authorizations, consents, approvals, registrations, and/or filing with any
governmental body, agency, or court required in connection with the execution
and delivery of the documents by Emerald have been obtained and are in full
force and effect or, if not required to have been obtained will be in full force
and effect by such time as may be required; and

    


    (c)           Except
as otherwise disclosed in Schedule 3.09, there
is no material action, suit, proceeding, inquiry, or investigation at law or in
equity by any public board or body pending or threatened against Emerald,
wherein an unfavorable decision, ruling, or finding would have an adverse affect
on the financial condition of Emerald, the operation of Emerald, or the
acquisition and reorganization contemplated herein, or any material agreement or
instrument by which Emerald is bound or would in any way contest the existence
of Emerald.

    


    5.04           No Material Adverse
Change.  Prior to the Closing Date, there shall not have
occurred any material adverse change in the financial condition, business or
operations of Emerald, nor shall any event have occurred which, with the lapse
of time or the giving of notice, may cause or create any material adverse change
in the financial condition, business, or operations of Emerald.

    


    5.05           Good
Standing.  Xtreme shall have received a certificate of good
standing from the appropriate authority in the State of Nevada, dated as of a
date with five days prior to the Closing Date, certifying that the Emerald is in
good standing as a corporation in the State of Nevada.

    


    5.06           Other
Items.  Xtreme shall have received such further documents
certificates, or instruments relating to the transactions contemplated hereby as
Xtreme may reasonably request.

    


    ARTICLE
VI

    SPECIAL
COVENANTS

    


    6.01           Activities of Xtreme and
Emerald

    


    
      (a)       
   From and
after the date of this Agreement until the Closing Date and except as set forth
in the respective schedules to be delivered by Xtreme and Emerald pursuant
hereto or as permitted or contemplated by this Agreement, Xtreme and Emerald
will each:

    

    


    
      (i)           
Carry on
its business in substantially the same manner as it has
heretofore;

    

    


    
      (ii)          
Maintain
in full force and effect insurance comparable in amount and in scope of coverage
to that now maintained by it;

    

    


    
      (iii)         
Perform
in all material respects all of its obligations under material contracts,
leases, and instruments relating to or affecting its assets, properties, and
business;

    

    


    
      (iv)        
Use
its best efforts to maintain and preserve it business organization intact, to
retain its key employees, and to maintain its relationships with its material
suppliers and customers;

    

    


    
      (v)          
Duly and
timely file for all taxable periods ending on or prior to the Closing Date all
federal, state, county, and local tax returns required to be filed by or on
behalf of such entity or for which such entity may be held responsible and shall
pay, or cause to pay, all taxes required to be shown as due and payable on such
returns, as well as all installments of tax due and
payable during the period commencing on the date of this Agreement and ending on
the Closing Date; and

    

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    
       


    

    


    
      (vi)        
Fully
comply with and perform in all material respects all obligations and duties
imposed on it by all federal and state laws and all rules, regulations, and
orders imposed by federal or state governmental authorities.

    

    


    
      (b)          
From and
after the date of this Agreement and except as provided herein until the Closing
Date, Xtreme and Emerald will not:

    

    


    
      (i)          
Make any
change in its articles of incorporation or bylaws;

    

    


    
      (ii)
Enter
into or amend any material contract, agreement, or other instrument of any of
the types described in such party's schedules, except that a party may enter
into or amend any contract, agreement, or other instrument in the ordinary
course of business; and

    

    


    
      (iii)
Enter
into any agreement for the sale of Emerald or Xtreme securities without the
prior approval of the other party.

    

    


    6.02           Access to Properties and
Records.  Until the Closing Date, Emerald and Xtreme will
afford to the other party’s officers and authorized representatives full access
to the properties, books, and records of the other party in order that each
party may have full opportunity to make such reasonable investigation as it
shall desire to make of the affairs of Emerald or Xtreme and will furnish the
other party with such additional financial and other information as to the
business and properties of Emerald or Xtreme as each party shall from time to
time reasonably request.

    


    6.03           Indemnification by
Emerald.  Emerald will indemnify and hold harmless Xtreme and
its directors and officers, and each person, if any, who controls Xtreme within
the meaning of the Securities Act, from and against any and all losses, claims,
damages, expenses, liabilities, or actions to which any of them may become
subject under applicable law (including the Securities Act and the Securities
Exchange Act) and will reimburse them for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any claims or
actions, whether or not resulting in liability, insofar as such losses, claims,
damages, expenses, liabilities, or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in any
application or statement filed with a governmental body or arising out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary in order to make the statements
therein not misleading, but only insofar as any such statement or omission was
made in reliance upon and in conformity with information furnished in writing by
Emerald expressly for use therein.  The indemnity agreement contained
in this Section
6.03 shall remain operative and in full force and effect, regardless of
any investigation made by or on behalf of Xtreme and shall survive the
consummation of the transactions contemplated by this Agreement for a period of
one year.

    


    6.04.           Indemnification by
Xtreme.  Xtreme will indemnify and hold harmless Emerald, the
Emerald Stockholders, Emerald's directors and officers, and each person, if any,
who controls Emerald within the meaning of the Securities Act, from and against
any and all losses, claims, damages, expenses, liabilities, or actions to which
any of them may become subject under applicable law (including the Securities
Act and the Securities Exchange Act) and will reimburse them for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any claims or actions, whether or not resulting in liability, insofar
as such losses, claims, damages, expenses, liabilities, or actions arise out of
or are based upon any untrue statement or alleged untrue statement of a material
fact contained in any application or statement filed with a governmental body or
ariseing out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein, or necessary in order to
make the statements therein not misleading, but only insofar as any such
statement or omission was made in reliance upon and in conformity with
information furnished in writing by Xtreme expressly for use
therein.  The indemnity agreement contained in this Section 6.04 shall
remain operative and in full force and effect, regardless of any investigation
made by or on behalf of Emerald and shall survive the consummation of the
transactions contemplated by this Agreement for a period of one
year.

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


     

    


    6.05           The Acquisition of Xtreme
Common Stock.  Xtreme and Emerald understand and agree that the
consummation of this Agreement including the issuance of the Xtreme Common Stock
to Emerald in exchange for the Emerald Shares as contemplated hereby,
constitutes the offer and sale of securities under the Securities Act and
applicable state statutes.  Xtreme and Emerald agree that such
transactions shall be consummated in reliance on exemptions from the
registration and prospectus delivery requirements of such statutes which depend,
among other items, on the circumstances under which such securities are
acquired.

    


    (a)           
In connection with the transaction contemplated by this Agreement, Emerald and
Xtreme shall each file, with the assistance of the other and their respective
legal counsel, such notices, applications, reports, or other instruments as may
be deemed by them to be necessary or appropriate in an effort to document
reliance on such exemptions, and the appropriate regulatory authority in the
states where the Emerald Stockholders reside unless an exemption requiring no
filing is available in such jurisdictions, all to the extent and in the manner
as may be deemed by such parties to be appropriate.

    


    (b)           In
order to more fully document reliance on the exemptions as provided herein,
Emerald, the Emerald Stockholders, and Xtreme shall execute and deliver to the
other, at or prior to the Closing, such further letters of representation,
acknowledgment, suitability, or the like as Xtreme or Emerald and their
respective counsel may reasonably request in connection with reliance on
exemptions from registration under such securities laws.

    


    6.06           Xtreme
Liabilities.  Immediately prior to the Closing Date, Xtreme
shall have no assets or liabilities.

    


    6.07           Securities
Filings.  Xtreme shall be responsible for the preparation of a
Form D and its filing with the Securities and Exchange Commission and Emerald
will be responsible for any and all filings in any jurisdiction where its
stockholders reside which would require a filing with a governmental agency as a
result of the transactions contemplated in this Agreement.

    


    6.08           Sales of Securities Under
Rule 144, If Applicable.

    


    (a)           Xtreme
will use its best efforts to at all times satisfy the current public information
requirements of rule 144 promulgated under the Securities Act so that its
stockholders can sell restricted securities that have been held for one year or
more or such other restricted period as required by rule 144 as it is from time
to time amended.

    


    (b)           Upon
being informed in writing by any person holding restricted stock of Xtreme as of
the date of this Agreement that such person intends to sell any shares under
rule 144 promulgated under the Securities Act (including any rule adopted in
substitution or replacement thereof), Xtreme will certify in writing to such
person that it is in compliance with rule 144 current public information
requirement to enable such person to sell such person’s restricted stock under
rule 144, as may be applicable under the circumstances.

    


    (c)           If
any certificate representing any such restricted stock is presented to Xtreme’s
transfer agent for registration or transfer in connection with any sales
theretofore made under rule 144, provided such certificate is duly endorsed for
transfer by the appropriate person(s) or accompanied by a separate stock power
duly executed by the appropriate person(s) in each case with reasonable
assurances that such endorsements are genuine and effective, and is accompanied
by an opinion of counsel satisfactory to Xtreme and its counsel that such
transfer has complied with the requirements of rule 144, as the case may be,
Xtreme will promptly instruct its transfer agent to register such transfer and
to issue one or more new certificates representing such shares to the transferee
and, if appropriate under the provisions of rule 144, as the
case may be, free of any stop transfer order or restrictive
legend.  The provisions of this Section 6.08 shall
survive the Closing and the consummation of the transactions contemplated by
this Agreement for a period of two years.

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    


    


    6.09           New Board of Directors and
Officers.       Upon closing of the
transactions contemplated by this Agreement, the current directors and officers
of Xtreme shall resign, seriatim, and each of Will McAndrew and Fred Schiemann
designated by Emerald Stockholders shall be appointed to fill the vacancies
created thereby.

    


    6.10           No Plan to Dispose of
Xtreme’s Stock Received In the Exchanges Referred to in Section
1.01.  None of the Emerald Stockholders has, nor will have, as
of immediately prior to the closing of the exchanges referred to in Section
1.01, any plan, intention, commitment of obligation to dispose of any of the
Xtreme common shares that any of them will receive pursuant to Section
1.01.

    


    ARTICLE
VII

    MISCELLANEOUS

    


    7.01           Brokers.  Xtreme
and Emerald agree that there were no finders or brokers involved in bringing the
parties together or who were instrumental in the negotiation, execution, or
consummation of this Agreement.  Further, Xtreme and Emerald each
agree to indemnify the other against any claim by any third person for any
commission, brokerage, or finder's fee or other payment with respect to this
Agreement or the transactions contemplated hereby based on any alleged agreement
or understanding between such party and such third person, whether express or
implied, from the actions of such party.

    


    The covenants set forth in this section
shall survive the Closing Date and the consummation of the transactions herein
contemplated.

    


    7.02           No Representation Regarding
Tax Treatment.  No representation or warranty is being made by
any party to any other regarding the treatment of this transaction for federal
or state income taxation.  Each party has relied exclusively on its
own legal, accounting, and other tax adviser regarding the treatment of this
transaction for federal and state income taxes and on no representation,
warranty, or assurance from any other party or such other party's legal,
accounting, or other adviser.

    


    7.03           Governing
Law.  This Agreement shall be governed by, enforced and
construed under and in accordance with the laws of the State of
Nevada.

    


    7.04           Notices.  Any
notices or other communications required or permitted hereunder shall be
sufficiently given if personally delivered, if sent by facsimile or telecopy
transmission or other electronic communication confirmed by registered or
certified mail, postage prepaid, or if sent by prepaid overnight courier
addressed as follows:

    


     

    
      	 If to Xtreme,
      to: 	 Will
      McAndrew  	 If to Emerald,
      to: 	 Emerald Energy
      Partners, Inc.
	 	 Xtreme
      Technologies, Inc.   	 	 6608 Indian
      Trail
	 	 6608 Indian
      Trail	 	 Plano,
      TX  75024
	 	 Plano,
      TX  75024	 	 
	 	 	 	 
	 With Copies
      to:	 Victor D.
      Schwarz, Esq.	 With copies
      to:   	 Richard
      Wilensky
	 	 2681 Parleys
      Way, Suite 203   	 	 3109 Carlisle
      Suite 100
	 	 Salt Lake
      City, Utah 84109  	 	 Dallas Texas
      75204


    

     

    or such
other addresses as shall be furnished in writing by any party in the manner for
giving notices, hereunder, and any such notice or communication shall be deemed
to have been given as of the date so delivered or sent by facsimile or telecopy
transmission or other electronic communication, or one day after the date so
sent by overnight courier.

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    


    7.05           Consistent Tax Treatment of
Exchanges.  Each of the parties hereto intend for the exchange
contemplated under Section 1.01 to be treated for tax purposes as a contribution
by the Emerald Stockholders of their Emerald shares to qualify as a tax-free
exchange under Section 351(a) of the Code.  Each of the parties hereto
shall treat the exchanges contemplated under Section 1.01 consistent with such
intent for all tax reporting and other purposes including, without limitation in
the presentation and filing of their respective tax returns.

    


    7.06           Attorney's
Fees.  In the event that any party institutes any action or
suit to enforce this Agreement or to secure relief from any default hereunder or
breach hereof, the breaching party or parties shall reimburse the nonbreaching
party or parties for all costs, including reasonable attorneys' fees, incurred
in connection therewith and in enforcing or collecting any judgment rendered
therein.

    


    7.07           Schedules;
Knowledge.  Whenever in any section of this Agreement reference
is made to information set forth in the schedules provided by Xtreme or Emerald
such reference is to information specifically set forth in such schedules and
clearly marked to identify the section of this Agreement to which the
information relates.  Whenever any representation is made to the
“knowledge” of any party, it shall be deemed to be a representation that no
officer or director of such party, after reasonable investigation, has any
knowledge of such matters.

    


    7.08           Entire
Agreement.  This Agreement represents the entire agreement
between the parties relating to the subject matter hereof.  All
previous agreements between the parties, whether written or oral, have been
merged into this Agreement.  This Agreement alone fully and completely
expresses the agreement of the parties relating to the subject matter
hereof.  There are no other courses of dealing, understandings,
agreements, representations, or warranties, written or oral, except as set forth
herein.

    


    7.09           Survival;
Termination.  The representations, warranties, and covenants of
the respective parties shall survive the Closing Date and the consummation of
the transactions herein contemplated for a period of six months from the Closing
Date, unless otherwise provided herein.

    


    7.10           Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which taken together shall be but a single
instrument.

    


    7.11           Amendment or
Waiver.  Every right and remedy provided herein shall be
cumulative with every other right and remedy, whether conferred herein, at law,
or in equity, and such remedies may be enforced concurrently, and no waiver by
any party of the performance of any obligation by the other shall be construed
as a waiver of the same or any other default then, theretofore, or thereafter
occurring or existing.  At any time prior to the Closing Date, this
Agreement may be amended by a writing signed by all parties hereto, with respect
to any of the terms contained herein, and any term or condition of this
Agreement may be waived or the time for performance thereof may be extended by a
writing signed by the party or parties for whose benefit the provision is
intended.

    


    IN WITNESS WHEREOF, the corporate
parties hereto have caused this Agreement to be executed by their respective
officers, hereunto duly authorized, as of the date first above
written.

    


    
       
Xtreme
Technologies, Inc.,

    

    
       
a
Washington corporation

    

    


    
       
By:
________________________

    

    
       
Name:
______________________

    

    
       
Title:
_______________________

    

    


    


    


    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

    


    


    


    
       
Emerald
Energy Partners, Inc.

    

    


    
       
By:
________________________

    

    
       
Name:
______________________

    

    
       
Title:
_______________________

    

    


    
       
WMDM
Family, Ltd.

    

    
       
A Texas
limited partnership

    

    
       
By WMDM
GP, LLC Sole

    

    
       
General
Partner

    

    


    
       
By: /s/
Willard G. McAndrew
III___

    

    
       
Name:
Willard G. McAndrew
III

    

    
       
Title:
Manager

    

    


    
       
G.
Kennedy Family Limited Partnership

    

    
       
a Texas
limited partnership

    

    


    
       
By:
DGKennedy GP, LLC

    

    
       
a Texas
limited liability company

    

    
       
Its
General Partner

    

    


    
       
By:
________________________

    

    
       
Name:
______________________

    

    
       
Title:
_______________________

    

    


    
        /s/ Edward J.
Devereaux_________

    

    
       
Edward J.
Devereaux

    

     

    


    
       
/s/ Phyllis
Ganjian_____________

    

    
       
Phyllis
Ganjian

    

    


    
       
Biz2Biz.com

    

    


    


    
       
By:
________________________

    

    
       
Name:
______________________

    

    
       
Title:
_______________________

    

    


    
       
Capital
Group Advisors, Inc.

    

    


    
       
By:
________________________

    

    
       
Name:
______________________

    

    
       
Title:
_______________________

    

    
       
Aranwest
Limited

    

    


    


    
       
By:
________________________

    

    
       
Name:
______________________

    

     

    


    
       
Title:
_______________________

    

    


    
       
/s/ Fred Schiemann____________

    

    
       
Fred
Schiemann

    

    


    
       
China
Auto Worldwide, Inc

    

    


    


    
       
By:
________________________

    

    
       
Name:
______________________

    

    
       
Title:
_______________________

    

    


    


    


    


    


    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

    


    


    


    


    Exhibit
A-1

    


    Emerald
Energy Partners, Inc.

    List
of Stockholders

    


    


    
      	
              Name
      of Shareholder

            	
              Number
      of Shares of Emerald Owned

            	
              Number
      of Xtreme Shares to be Received in Exchange

            
	
              WMDM
      Family, Ltd.

            	
              2,500,000

            	
              2,500,000

            
	
              G.
      Kennedy Family Limited Partnership

            	
              3,260,000

            	
              3,260,000

            
	
              Edward
      J. Devereaux

            	
              500,000

            	
              500,000

            
	
              Phyllis
      Ganjian

            	
              100,000

            	
              100,000

            
	
              Biz2Biz.Com

            	
              150,000

            	
              150,000

            
	
              Capital
      Group Advisors, Inc.

            	
              150,000

            	
              150,000

            
	
              Aranwest
      Limited

            	
              500,000

            	
              500,000

            
	
              Fred
      Schiemann

            	
              400,000

            	
              400,000

            
	
              China
      Auto Worldwide, Inc.

            	
              400,000

            	
              400,000

            
	 
      	 
      	 
      
	
                Total

            	
              7,960,000

            	
              7,960,000

            
	 
      	 
      	 
      


    

    


    


    
      
        
           


        

        
          18

          
            

          

        

        
           


        

      

    

    


    Schedule
2.05

    


    
      	
              China
      Auto Worldwide, Inc.

            	
              100,000
      Warrants at a Strike Price of $1.00 with a two (2) year
      maturity

            


    

    


    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

    


    Schedule
3.09

    


    None

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     20