EXHIBIT 10.6

                            REGISTRATION  RIGHTS  AGREEMENT


     REGISTRATION  RIGHTS  AGREEMENT  (this "Agreement"), dated as of October 1,
2003,  by and between Xtreme Companies, Inc., a company organized under the laws
of  state  of  Nevada,  with its principal executive office at Xtreme Companies,
Inc.,  11798  Western  Ave,  CA  90680  (the  "Company"),  and  the  undersigned
Purchaser  (the  "Purchaser").

WHEREAS,  upon  the  terms  and  subject  to  the conditions of the Subscription
Agreement  between the Purchaser and the Company (the "Subscription Agreement"),
the Company has agreed to issue and sell to the Purchaser convertible debentures
of  the Company (the "Debentures"), which will be convertible into shares of the
common  stock,  $.001  par value per share (the "Common Stock"), of the Company.

WHEREAS,  to  induce  the  Purchaser  to  execute  and  deliver the Subscription
Agreement  and  the  Investment  Agreement,  the  Company  has agreed to provide
certain  registration  rights  under the Securities Act of 1933, as amended, and
the  rules  and  regulations  thereunder,  or  any  similar  successor  statute
(collectively,  the  "1933  Act"),  and  applicable  state securities laws, with
respect  to  the  shares  of  Common Stock issuable pursuant to the Subscription
Agreement  and  Debenture.

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants  contained  hereinafter and other good and valuable consideration, the
receipt  and  sufficiency  of which are hereby acknowledged, the Company and the
Purchaser  hereby  agree  as  follows:


      DEFINITIONS.

     As  used  in  this  Agreement, the following terms shall have the following
meanings:

a.  "Closing  Date" means the date funds are received by the Company pursuant to
the  Subscription  Agreement.

b.  "Purchaser"  means  the  Dutchess  Private  Equities  Fund,  LP.

c.   "Person"  means a corporation, a limited liability company, an association,
a  partnership,  an  organization,  a business, an individual, a governmental or
political  subdivision  thereof  or  a  governmental  agency.

d.  "Potential Material Event" means any of the following: (i) the possession by
the  Company  of  material information not ripe for disclosure in a Registration
Statement, which shall be evidenced by determinations in good faith by the Board
of  Directors  of  the  Company  that  disclosure  of  such  information  in the
Registration  Statement  would be detrimental to the business and affairs of the
Company, or (ii) any material engagement or activity by the Company which would,
in  the  good  faith  determination of the Board of Directors of the Company, be
adversely affected by disclosure in a Registration Statement at such time, which
determination shall be accompanied by a good faith determination by the Board of
Directors  of  the  Company  that the Registration Statement would be materially
misleading  absent  the  inclusion  of  such  information.

e.  "Principal  Market"  means either The American Stock Exchange, Inc., The New
York  Stock  Exchange,  Inc.,  the  Nasdaq  National Market, The Nasdaq SmallCap
Market,  the  National  Association  of Securities Dealer's, Inc. OTC electronic
bulletin  board  or the proposed BBX, whichever is the principal market on which
the  Common  Stock  is  listed.

f.  "Register,"  "Registered,"  and  "Registration"  refer  to  a  registration
effected  by preparing and filing with the United States Securities and Exchange
Commission  (the  "SEC")  one or more Registration Statements in compliance with
the  1933  Act and pursuant to Rule 415 under the 1933 Act or any successor rule
providing  for  offering  securities  on  a  continuous  basis ("Rule 415"), and
effectiveness  of  such  Registration  Statement(s).

g.  "Registrable Securities" means the shares of Common Stock issued or issuable
(i)  pursuant  to  the  Subscription Agreement, (ii) any shares of capital stock
issued or issuable with respect to the such shares of Common Stock and Warrants,
if  any,  as  a  result  of  any  stock split, stock dividend, recapitalization,
exchange  or  similar  event or otherwise, which have not been (x) included in a
Registration  Statement that has been declared effective by the SEC, or (y) sold
under circumstances meeting all of the applicable conditions of Rule 144 (or any
similar  provision  then  in  force)  under  the  1933  Act.

h.  "Registration Statement" means a registration statement of the Company filed
under  the  1933  Act.

i.  "Debenture"  means  the  convertible  debenture issued by the Company to the
Purchaser.

j.  Face  Amount means $50,000 to be invested by Dutchess Private Equities Fund,
LP

     All  capitalized  terms  used  in  this Agreement and not otherwise defined
herein  shall  have  the  same  meaning  ascribed to them as in the Subscription
Agreement.

     2.     REGISTRATION.

a.     Mandatory  Registration.  The  Company  shall  prepare,  and,  as soon as
practicable  file  with  the  SEC  a  Registration  Statement  or  Registration
Statements  (as  is necessary) on Form SB-2 (or, if such form is unavailable for
such  a  registration,  on  such  other  form  as  is  available  for  such  a
registration),  covering  the resale of all of the Registrable Securities, which
Registration  Statement(s)  shall  state  that,  in  accordance  with  Rule  416
promulgated  under  the  1933  Act, such Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may become issuable
upon  stock  splits, stock dividends or similar transactions.  The Company shall
initially  register for resale one million shares of Common Stock which would be
issuable on the date preceding the filing of the Registration Statement based on
the  closing bid price of the Company's Common Stock on such date and the amount
reasonably  calculated that represents the number of shares issuable pursuant to
the  terms  of the Offering. In the event the Company cannot register sufficient
shares  of  Common  Stock,  due  to the remaining number of authorized shares of
Common  Stock  being  insufficient,  the  Company  will  use its best efforts to
register  the  maximum number of shares it can based on the remaining balance of
authorized  shares  and  will use its best efforts to increase the number of its
authorized  shares  as  soon  as  reasonably  practicable.

b.     The Company shall use its best efforts to have the Registration Statement
filed  with  the SEC within thirty (30) calendar days after the Closing Date. If
the  Registration  Statement  covering the Registrable Securities required to be
filed  by the Company pursuant to Section 2(a) hereof is not filed within thirty
(30)  calendar  days  following the Closing Date, then the Company shall pay the
Purchaser  the  sum  of two percent (2%) of the of the Debentures outstanding as
liquidated  damages,  and  not  as  a penalty, for each thirty (30) calendar day
period,  pro  rata,  following  the  thirty  (30)  calendar day period until the
Registration  Statement  is filed compounded daily.  In addition, for each sixty
(60)  calendar  period,  the Conversion Price of the Debentures will decrease by
two  percent  (2%).

     Notwithstanding  the foregoing, the amounts payable by the Company pursuant
to  this  Section  shall not be payable to the extent any delay in the filing of
the  Registration  Statement occurs because of an act of, or a failure to act or
to  act  timely  by  the  Purchaser. The damages set forth in this Section shall
continue  until  the  obligation is fulfilled and shall be paid within three (3)
business  days  after each thirty (30) day period, or portion thereof, until the
Registration  Statement is filed.  Failure of the Company to make payment within
said  three  (3)  business  days  shall  be  considered  a  default.

The  Company  acknowledges  that  its failure to have the Registration Statement
filed  within  said  thirty (30) calendar day period will cause the Purchaser to
suffer  damages  in an amount that will be difficult to ascertain.  Accordingly,
the  parties  agree  that  it  is  appropriate  to  include  in this Agreement a
provision  for  liquidated  damages.  The parties acknowledge and agree that the
liquidated  damages  provision set forth in this section represents the parties'
good faith effort to quantify such damages and, as such, agree that the form and
amount  of  such  liquidated  damages  are  reasonable and will not constitute a
penalty.  The  payment  of liquidated damages shall not relieve the Company from
its  obligations  to  register  the  Common  Stock  and deliver the Common Stock
pursuant  to  the  terms  of  this Agreement, the Subscription Agreement and the
Debenture.

c.     The Company shall use its best efforts to have the Registration Statement
declared effective by the SEC within ninety (90) calendar days after the Closing
Date. If the Registration Statement covering the Registrable Securities required
to  be  filed  by  the  Company  pursuant  to Section 2(a) hereof has not become
effective  within ninety (90) calendar days following the Closing Date, then the
Company shall pay the Purchaser the sum of two percent (2%) of the amount of the
Debentures  outstanding  as  liquidated  damages  and  not as a penalty for each
thirty  (30)  calendar  day period, pro rata, following the ninety (90) calendar
day  period  until  the  Registration  Statement  is  declared  effective.  Upon
confirmation  from  the  SEC of effectiveness of the registration statement, the
Company  must  request an accelerated effectiveness within 24 hours.  Failure to
request  accelerated  effectiveness  shall  result  in  the  Company  paying the
Purchaser  the  sum  of  two  percent  (2%)  of  the  amount  of  the Debentures
outstanding  as liquidated damages and not as a penalty for each 24 hour period.

     If  the Registration Statement covering the Registrable Securities required
to be filed by the Company pursuant to Section 2(a) hereof has become effective,
but  after  the  effective date the Purchaser's right to sell is suspended, then
the  Company  shall  pay  the Purchaser the sum of 2% of the purchase price plus
interest  and  penalties  due  to  the  Purchaser for the Registrable Securities
pursuant to the Subscription Agreement for each thirty (30) calendar day period,
pro  rata,  following  the  suspension  until  such  suspension  ceases.

     Notwithstanding  the foregoing, the amounts payable by the Company pursuant
to  this  Section  shall  not  be  payable  to  the  extent  any  delay  in  the
effectiveness  of  the  Registration Statement occurs because of an act of, or a
failure  to act or to act timely by the Purchaser. The damages set forth in this
Section  shall  continue  until  the  obligation  is fulfilled and shall be paid
within  three  (3)  business  days after each thirty (30) day period, or portion
thereof,  until  the  Registration  Statement  is  declared  effective  or  such
suspension  is  released.  Failure  of  the  Company to make payment within said
three  (3)  business  days  shall  be  considered  a  default.

The  Company  acknowledges  that  its failure to have the Registration Statement
become  effective  within  said ninety (90) calendar day period or to permit the
suspension  of  the  effectiveness of the Registration Statement, will cause the
Purchaser  to  suffer  damages in an amount that will be difficult to ascertain.
Accordingly,  the  parties  agree  that  it  is  appropriate  to include in this
Agreement a provision for liquidated damages.  The parties acknowledge and agree
that  the  liquidated damages provision set forth in this section represents the
parties' good faith effort to quantify such damages and, as such, agree that the
form  and  amount  of  such  liquidated  damages  are  reasonable  and  will not
constitute  a  penalty.  The payment of liquidated damages shall not relieve the
Company from its obligations to register the Common Stock and deliver the Common
Stock  pursuant  to  the terms of this Agreement, the Subscription Agreement and
the  Debenture.

d.     The  Company  agrees  not  to  include  any  other  securities,  in  this
Registration  Statement  without Purchaser prior written consent, unless for the
Purchaser.  Furthermore,  the  Company  agrees  that  it will not file any other
Registration Statement, including those on Form S-8, for other securities (other
than  those  for  existing option Purchaser, strategic partners or in connection
with  a merger or acquisition), until one hundred and eighty (180) calendar days
after  the  Registration  Statement  for  the Registrable Securities is declared
effective  unless  it has written approval from the Purchaser. Failure to obtain
written  approval from the Purchaser will cause the Purchaser to suffer  damages
that  will be difficult to ascertain.  Accordingly, the parties agree that it is
appropriate to include a provision for liquidated damages and the Company agrees
to  pay,  the  Purchaser  the  sum  of  two  percent  (2%)  of the amount of the
Debentures  outstanding  as  liquidated  damages  and  not as a penalty for each
thirty  (30)  calendar day period, pro rata, until the unauthorized Registration
Statement  is  withdrawn.

     3.     RELATED  OBLIGATIONS.

     At such time as the Company is obligated to prepare and file a Registration
Statement  with  the SEC pursuant to Section 2(a), the Company will use its best
efforts  to  effect the registration of the Registrable Securities in accordance
with  the  intended method of disposition thereof and, with respect thereto, the
Company  shall  have  the  following  obligations:


     The Company shall use its best efforts to cause such Registration Statement
relating  to  the  Registrable Securities to become effective within ninety (90)
calendar  days  after  the  date  and  shall  keep  such  Registration Statement
effective pursuant to Rule 415 until the earlier of (i) the date as of which the
Purchaser  may  sell  all  of  the  Registrable  Securities  without restriction
pursuant to Rule 144(k) promulgated under the 1933 Act or (ii) the date on which
(A)  the  Purchaser  shall  have sold all the Registrable Securities and (B) the
Purchaser has no right to convert the Shares it owns into Common Stock under the
Subscription  Agreement  respectively  (the  "Registration  Period"),  which
Registration  Statement  (including  any  amendments  or supplements thereto and
prospectuses  contained  therein)  shall  not  contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein, in light of the circumstances in which
they  were  made,  not misleading. The Company shall respond to all SEC comments
within  seven (7) business days of receipt by the Company.  If the Company fails
to  respond  within  seven  (7)  business  days  of receipt of SEC comments, the
Company  shall pay to the Purchaser a cash amount within three (3) business days
of  the  end  of  the  month  equal to 2% per month, on a pro rata basis, of the
amount  paid  to purchase the Debentures then outstanding, as liquidated damages
and  not  as a penalty; provided that the seven (7) business day period provided
herein  shall  be  extended  as  may be required by delays caused by Purchaser's
counsel  pursuant  to paragraph 3g below, and, provided further, that such seven
(7) business day period shall be extended two (2) business days for responses to
SEC  staff  accounting  comments.  The  Company  shall  cause  the  Registration
Statement  relating  to  the Registrable Securities to become effective no later
than  three  (3)  business  days after notice from the SEC that the Registration
Statement  may  be  declared  effective.  Failure  to  do  so will result in the
Debenture's Conversion Price to be lessened one percent (1%) per day the Company
does  not  request  acceleration  from  the  SEC.

b.     The  Company  shall  prepare  and  file  with  the  SEC  such  amendments
(including  post-effective  amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such  Registration
Statement,  which  prospectus  is  to  be filed pursuant to Rule 424 promulgated
under  the  1933  Act,  as  may be necessary to keep such Registration Statement
effective  during  the Registration Period, and, during such period, comply with
the  provisions  of  the  1933  Act  with  respect  to  the  disposition  of all
Registrable  Securities  of  the  Company covered by such Registration Statement
until  such  time as all of such Registrable Securities shall have been disposed
of  in  accordance  with  the  intended  methods of disposition by the Purchaser
thereof as set forth in such Registration Statement.  In the event the number of
shares  of  Common Stock available under a Registration Statement filed pursuant
to  this  Agreement  is at any time insufficient to cover all of the Registrable
Securities,  the  Company shall amend such Registration Statement, or file a new
Registration Statement (on the short form available therefor, if applicable), or
both, so as to cover all of the Registrable Securities, in each case, as soon as
practicable,  but  in  any  event  within  thirty  (30)  calendar days after the
necessity  therefor arises (based on the then Purchase Price of the Common Stock
and  other  relevant  factors  on  which the Company reasonably elects to rely),
assuming  the  Company  has sufficient authorized shares at that time, and if it
does  not,  within  thirty  (30) calendar days after such shares are authorized.
The  Company  shall  use  it  best  efforts  to  cause such amendment and/or new
Registration  Statement to become effective as soon as practicable following the
filing  thereof.

Prior  to conversion of all the Shares, if at any time the conversion of all the
Shares  outstanding  would result in an insufficient number of authorized shares
of  Common  Stock  being  available  to  cover all the conversions, then in such
event,  the Company will move to call and hold a sharePurchaser's meeting within
thirty  (30)  calendar  days  of  such event for the sole purpose of authorizing
additional  shares  of  Common Stock to facilitate the conversions.   In such an
event  the  Company shall recommend to all sharePurchasers and management of the
Company  to  vote  their  shares in favor of increasing the authorized number of
shares  of  Common  Stock.  The  Company  represents  and warrants that under no
circumstances will it deny or prevent Purchaser's right to convert the Shares as
permitted  under  the  terms of this Subscription Agreement or this Registration
Rights  Agreement.  The Purchaser retains the right to request additional shares
upon  the determination the company may not be able to facilitate conversions in
the  future.

c     The  Company  shall  furnish to the Purchaser whose Registrable Securities
are  included in any Registration Statement and its legal counsel without charge
(i) promptly after the same is prepared and filed with the SEC at least one copy
of such Registration Statement and any amendment(s) thereto, including financial
statements  and  schedules,  all documents incorporated therein by reference and
all  exhibits, the prospectus included in such Registration Statement (including
each  preliminary  prospectus)  and,  with  regards  to  such  Registration
Statement(s),  any  correspondence  by or on behalf of the Company to the SEC or
the staff of the SEC and any correspondence from the SEC or the staff of the SEC
to  the  Company  or  its  representatives,  (ii)  upon the effectiveness of any
Registration  Statement,  ten  (10)  copies  of  the prospectus included in such
Registration Statement and all amendments and supplements thereto (or such other
number  of  copies as the Purchaser may reasonably request) and (iii) such other
documents,  including  copies  of  any  preliminary  or final prospectus, as the
Purchaser  may  reasonably  request from time to time in order to facilitate the
disposition  of  the  Registrable  Securities.

d.     The  Company shall use reasonable efforts to (i) register and qualify the
Registrable  Securities covered by a Registration Statement under the applicable
securities  or  "blue sky" laws of such states of the United States as specified
by  the Purchaser, (ii) prepare and file in those jurisdictions, such amendments
(including  post-effective amendments) and supplements to such registrations and
qualifications  as may be necessary to maintain the effectiveness thereof during
the  Registration  Period,  (iii) take such other actions as may be necessary to
maintain such registrations and qualifications in effect at all times during the
Registration  Period,  and  (iv)  take all other actions reasonably necessary or
advisable  to qualify the Registrable Securities for sale in such jurisdictions;
provided,  however,  that  the  Company  shall  not  be  required  in connection
therewith  or  as  a  condition  thereto  to  (x)  qualify to do business in any
jurisdiction  where  it  would not otherwise be required to qualify but for this
Section  3(d),  (y) subject itself to general taxation in any such jurisdiction,
or  (z)  file  a general consent to service of process in any such jurisdiction.
The  Company  shall  promptly  notify  each  Purchaser  who  holds  Registrable
Securities of the receipt by the Company of any notification with respect to the
suspension  of  the  registration  or  qualification  of  any of the Registrable
Securities  for sale under the securities or "blue sky" laws of any jurisdiction
in  the  United  States  or  its  receipt  of actual notice of the initiation or
threatening  of  any  proceeding  for  such  purpose.

e.  As  promptly  as practicable after becoming aware of such event, the Company
shall notify each Purchaser in writing of the happening of any event as a result
of which the prospectus included in a Registration Statement, as then in effect,
includes  an untrue statement of a material fact or omission to state a material
fact  required to be stated therein or necessary to make the statements therein,
in  light  of  the  circumstances  under  which  they were made, not misleading,
("Registration  Default")  and  use  all  diligent efforts to promptly prepare a
supplement  or  amendment  to  such  Registration  Statement  and take any other
necessary  steps  to cure the Registration Default, (which, if such Registration
Statement  is  on Form S-3, may consist of a document to be filed by the Company
with  the  SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as
defined below) and to be incorporated by reference in the prospectus) to correct
such  untrue  statement  or  omission,  and  deliver  ten  (10)  copies  of such
supplement  or  amendment  to  each Purchaser (or such other number of copies as
such Purchaser may reasonably request). Failure to cure the Registration Default
within  five  (5)  business  days  shall result in the Company paying liquidated
damages  of  2.0%  of  the  price  paid  to purchase the Shares then held by the
Purchaser for each thirty (30) calendar day period or portion thereof, beginning
on the date of suspension. The Company shall also promptly notify each Purchaser
in  writing (i) when a prospectus or any prospectus supplement or post-effective
amendment  has  been  filed,  and  when  a  Registration  Statement  or  any
post-effective  amendment  has  become  effective  (notification  of  such
effectiveness  shall be delivered to each Purchaser by facsimile on the same day
of such effectiveness and by overnight mail), (ii) of any request by the SEC for
amendments  or  supplements to a Registration Statement or related prospectus or
related  information,  (iii)  of  the  Company's reasonable determination that a
post-effective  amendment to a Registration Statement would be appropriate, (iv)
in  the  event  the  Registration  Statement  is no longer effective or, (v) the
Registration  Statement is stale for a period of more than five (5) Trading Days
as  a  result  of  the  Company's  failure  to  timely  file  its  financials.
The  Company  acknowledges  that  its  failure  to cure the Registration Default
within  ten  (10) business days will cause the Purchaser to suffer damages in an
amount that will be difficult to ascertain.  Accordingly, the parties agree that
it  is  appropriate  to  include  in  this  Agreement a provision for liquidated
damages.  The  parties  acknowledge  and  agree  that  the  liquidated  damages
provision set forth in this section represents the parties' good faith effort to
quantify  such  damages  and,  as  such,  agree that the form and amount of such
liquidated  damages  are  reasonable  and  will  not  constitute  a  penalty.
It  is the intention of the parties that interest payable under any of the terms
of  this  Agreement  shall  not  exceed  the  maximum amount permitted under any
applicable law. If a law, which applies to this Agreement which sets the maximum
interest  amount, is finally interpreted so that the interest in connection with
this  Agreement  exceeds the permitted limits, then: (1) any such interest shall
be  reduced  by  the  amount  necessary  to reduce the interest to the permitted
limit; and (2) any sums already collected (if any) from the Company which exceed
the  permitted limits will be refunded to the Company.  The Purchaser may choose
to  make  this  refund  by  reducing the amount that the Company owes under this
Agreement or by making a direct payment to the Company.  If a refund reduces the
amount  that  the Company owes the Purchaser, the reduction will be treated as a
partial  payment.  In case any provision of this Agreement is held by a court of
competent  jurisdiction  to  be  excessive  in  scope  or  otherwise  invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible,
so  that  it is enforceable to the maximum extent possible, and the validity and
enforceability of the remaining provisions of this Agreement will not in any way
be  affected  or  impaired  thereby.

f.  The  Company  shall use its best efforts to prevent the issuance of any stop
order  or other  suspension of effectiveness of a Registration Statement, or the
suspension of the qualification of any of the Registrable Securities for sale in
any  jurisdiction  and, if such an order or suspension is issued,  to obtain the
withdrawal  of  such  order or suspension at the earliest possible moment and to
notify  each  Purchaser  who  holds  Registrable  Securities  being  sold of the
issuance  of  such  order  and  the  resolution thereof or its receipt of actual
notice  of  the  initiation  or  threat  of  any  proceeding  for such  purpose.

g.     The  Company  shall  permit  each Purchaser and a single firm of counsel,
designated  as  selling  sharePurchasers'  counsel  by  the Purchaser who hold a
majority  of the Registrable Securities being sold, to review and comment upon a
Registration Statement and all amendments and supplements thereto at least seven
(7)  business days prior to their filing with the SEC, and not file any document
in  a  form  to  which  such  counsel reasonably objects.  The Company shall not
submit  to  the  SEC  a  request  for  acceleration  of  the  effectiveness of a
Registration  Statement  or  file  with  the SEC a Registration Statement or any
amendment  or  supplement  thereto  without  the prior approval of such counsel,
which  approval  shall  not  be  unreasonably  withheld.

h.     At  the request of any Purchaser, the Company shall cause to be furnished
to such Purchaser, on the date of the effectiveness of a Registration Statement,
an  opinion,  dated  as  of  such  date, of counsel representing the Company for
purposes  of  such  Registration Statement, in the form of Exhibit D attached to
the  Subscription  Agreement.

i.     The  Company shall make available for inspection by (i) any Purchaser and
(ii)  one firm of attorneys and one firm of accountants or other agents retained
by  the  Purchaser  (collectively, the "Inspectors") all pertinent financial and
other  records,  and pertinent corporate documents and properties of the Company
(collectively,  the  "Records"), as shall be reasonably deemed necessary by each
Inspector,  and  cause the Company's officers, directors and employees to supply
all  information  which any Inspector may reasonably request; provided, however,
that  each  Inspector  shall  hold  in  strict confidence and shall not make any
disclosure  (except  to  a  Purchaser) or use of any Record or other information
which  the  Company  determines  in  good faith to be confidential, and of which
determination  the Inspectors are so notified, unless (a) the disclosure of such
Records  is  necessary  to  avoid  or  correct a misstatement or omission in any
Registration  Statement  or  is  otherwise  required under the 1933 Act, (b) the
release  of such Records is ordered pursuant to a final, non-appealable subpoena
or  order  from a court or government body of competent jurisdiction, or (c) the
information  in  such  Records  has  been made generally available to the public
other  than  by  disclosure in violation of this or any other agreement of which
the Inspector has knowledge.  Each Purchaser agrees that it shall, upon learning
that  disclosure of such Records is sought in or by a court or governmental body
of  competent  jurisdiction  or  through  other means, give prompt notice to the
Company  and  allow the Company, at its expense, to undertake appropriate action
to  prevent  disclosure  of,  or  to  obtain a protective order for, the Records
deemed  confidential.

j.     The  Company  shall  hold  in  confidence  and not make any disclosure of
information concerning a Purchaser provided to the Company unless (i) disclosure
of  such  information  is  necessary  to comply with federal or state securities
laws, (ii) the disclosure of such information is necessary to avoid or correct a
misstatement  or  omission  in  any Registration Statement, (iii) the release of
such  information  is  ordered  pursuant  to  a  subpoena  or  other  final,
non-appealable  order  from  a  court  or  governmental  body  of  competent
jurisdiction,  or (iv) such information has been made generally available to the
public  other  than  by  disclosure  in violation of this Agreement or any other
agreement.  The  Company  agrees that it shall, upon learning that disclosure of
such  information  concerning  a  Purchaser  is  sought  in  or  by  a  court or
governmental  body of competent jurisdiction or through other means, give prompt
written  notice  to  such Purchaser and allow such Purchaser, at the Purchaser's
expense,  to undertake appropriate action to prevent disclosure of, or to obtain
a  protective  order  for,  such  information.

k.     The  Company  shall  use  its  best  efforts  to  secure  designation and
quotation  of  all  the  Registrable  Securities  covered  by  any  Registration
Statement  on the Principal Market.  If, despite the Company's best efforts, the
Company  is  unsuccessful in satisfying the preceding sentence, it shall use its
best efforts to cause all the Registrable Securities covered by any Registration
Statement  to be listed on each other national securities exchange and automated
quotation system, if any, on which securities of the same class or series issued
by  the  Company  are  then  listed,  if any, if the listing of such Registrable
Securities  is  then  permitted under the rules of such exchange or system.  If,
despite  the  Company's  best efforts, the Company is unsuccessful in satisfying
the  two  preceding  sentences,  it  will  use  its  best  efforts to secure the
inclusion  for  quotation with Pink Sheets, LLC.  The Company shall pay all fees
and  expenses  in  connection  with satisfying its obligation under this Section
3(k).

l.     The  Company  shall cooperate with the Purchaser to facilitate the timely
preparation  and  delivery  of certificates (not bearing any restrictive legend)
representing the Registrable Securities to be offered pursuant to a Registration
Statement  and  enable such certificates to be in such denominations or amounts,
as  the  case  may be, as the Purchaser may reasonably request and registered in
such names of the Persons who shall acquire such Registrable Securities from the
Purchaser,  as  the  Purchaser  may  request.

m.     The  Company  shall  provide  a  transfer  agent  for all the Registrable
Securities not later than the effective date of the first Registration Statement
filed  pursuant  hereto.

n.     If  requested  by  the  Purchaser  holding  a majority of the Registrable
Securities, the Company shall (i) as soon as reasonably practical incorporate in
a  prospectus  supplement  or  post-effective amendment such information as such
Purchaser  reasonably  determine should be included therein relating to the sale
and  distribution  of  Registrable  Securities,  including,  without limitation,
information  with  respect  to  the offering of the Registrable Securities to be
sold  in  such  offering;  (ii)  make  all  required  filings of such prospectus
supplement  or post-effective amendment as soon as notified of the matters to be
incorporated  in  such  prospectus  supplement  or post-effective amendment; and
(iii)  supplement or make amendments to any Registration Statement if reasonably
requested  by  such  Purchaser.

o.     The  Company  shall  use  its  best  efforts  to  cause  the  Registrable
Securities  covered  by  the  applicable Registration Statement to be registered
with  or  approved  by such other governmental agencies or authorities as may be
necessary  to  consummate  the  disposition  of  such  Registrable  Securities.

p.     The  Company shall make generally available to its security Purchasers as
soon as reasonably practical, but not later than ninety (90) calendar days after
the  close  of  the  period  covered  thereby,  an  earnings  statement (in form
complying  with  the  provisions  of  Rule  158  under  the 1933 Act) covering a
twelve-month  period  beginning  not  later  than the first day of the Company's
fiscal  quarter next following the effective date of any Registration Statement.

q.     The  Company  shall  otherwise  use  its  best efforts to comply with all
applicable  rules and regulations of the SEC in connection with any registration
hereunder.

r.     Within  one  (1)  business  day  after  the  Registration Statement which
includes  Registrable  Securities  is declared effective by the SEC, the Company
shall  deliver, and shall cause legal counsel for the Company to deliver, to the
transfer  agent  for  such Registrable Securities, with copies to the Purchaser,
confirmation that such Registration Statement has been declared effective by the
SEC  in  the  form attached hereto as Exhibit A. Failure to do so will result in
the  discount  on the convertible increasing by one percentage point per day not
filed.

s.     At  or  prior to the date of the first Conversion Notice (as that term is
defined  in the Subscription Agreement) and at such other times as the Purchaser
may  reasonably  request,  the Company shall cause to be delivered, letters from
the  Company's  independent  certified  public  accountants (i) addressed to the
Purchaser  that  such  accountants are independent public accountants within the
meaning  of  the  1933  Act  and  the applicable published rules and regulations
thereunder,  and  (ii)  in  customary  form  and  covering  such  financial  and
accounting  matters  as  are  customarily  covered  by  letters  of  independent
certified public accountants delivered to underwriters in connection with public
offerings.

t.     The Company shall take all other reasonable actions necessary to expedite
and  facilitate  disposition by the Purchaser of Registrable Securities pursuant
to  a  Registration  Statement.

     4.     OBLIGATIONS  OF  THE  PURCHASER.

a.     At  least  five  (5)  calendar days prior to the first anticipated filing
date  of  a  Registration  Statement  the Company shall notify each Purchaser in
writing of the information the Company requires from each such Purchaser if such
Purchaser elects to have any of such Purchaser's Registrable Securities included
in  such  Registration  Statement.  It  shall  be  a  condition precedent to the
obligations  of  the  Company  to  complete  the  registration  pursuant to this
Agreement  with  respect to the Registrable Securities of a particular Purchaser
that  such  Purchaser  shall  furnish in writing to the Company such information
regarding  itself, the Registrable Securities held by it and the intended method
of  disposition  of the Registrable Securities held by it as shall reasonably be
required  to  effect  the  registration of such Registrable Securities and shall
execute  such  documents in connection with such registration as the Company may
reasonably  request.  Each  Purchaser  covenants  and agrees that, in connection
with  any  resale  of  Registrable  Securities  by it pursuant to a Registration
Statement,  it  shall  comply  with  the  "Plan  of Distribution" section of the
current  prospectus  relating  to  such  Registration  Statement.

b.     Each  Purchaser,  by  such  Purchaser's  acceptance  of  the  Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with  the  preparation  and  filing of any Registration
Statement  hereunder,  unless such Purchaser has notified the Company in writing
of  such  Purchaser's  election  to  exclude all of such Purchaser's Registrable
Securities  from  such  Registration  Statement.

c.     Each  Purchaser  agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 3(f) or the first
sentence  of  3(e),  such  Purchaser will immediately discontinue disposition of
Registrable  Securities  pursuant to any Registration Statement(s) covering such
Registrable  Securities  until  such  Purchaser's  receipt  of the copies of the
supplemented  or  amended  prospectus  contemplated by Section 3(f) or the first
sentence  of  3(e).

     5.     EXPENSES  OF  REGISTRATION.

     All reasonable expenses, other than underwriting discounts and commissions,
incurred in connection with registrations, filings or qualifications pursuant to
Sections  2  and 3, including, without limitation, all registration, listing and
qualifications fees, printing and accounting fees, and fees and disbursements of
counsel  for  the  Company  shall  be  paid  by  the  Company.

     6.     INDEMNIFICATION.

     In  the  event  any  Registrable  Securities are included in a Registration
Statement  under  this  Agreement:


     To  the fullest extent permitted by law, the Company will, and hereby does,
indemnify,  hold  harmless  and defend each Purchaser who holds such Registrable
Securities,  the  directors,  officers,  partners,  employees,  agents,
representatives  of, and each Person, if any, who controls, any Purchaser within
the  meaning  of the 1933 Act or the Securities Exchange Act of 1934, as amended
(the  "1934  Act"), (each, an "Indemnified Person"), against any losses, claims,
damages,  liabilities,  judgments,  fines, penalties, charges, costs, attorneys'
fees,  amounts  paid  in settlement or expenses, joint or several (collectively,
"Claims"),  incurred in investigating, preparing or defending any action, claim,
suit,  inquiry,  proceeding, investigation or appeal taken from the foregoing by
or  before any court or governmental, administrative or other regulatory agency,
body  or  the  SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto ("Indemnified Damages"), to which any of them
may  become  subject  insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i)
any  untrue  statement  or  alleged  untrue  statement  of  a material fact in a
Registration  Statement or any post-effective amendment thereto or in any filing
made  in  connection with the qualification of the offering under the securities
or other "blue sky" laws of any jurisdiction in which Registrable Securities are
offered  ("Blue  Sky  Filing"),  or  the omission or alleged omission to state a
material  fact required to be stated therein or necessary to make the statements
therein,  in  light of the circumstances under which the statements therein were
made, not misleading, (ii) any untrue statement or alleged untrue statement of a
material  fact contained in the final prospectus (as amended or supplemented, if
the  Company  files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make  the statements made therein, in light of the circumstances under which the
statements  therein were made, not misleading, or (iii) any violation or alleged
violation  by  the  Company  of  the  1933  Act,  the  1934  Act, any other law,
including,  without  limitation,  any  state  securities  law,  or  any  rule or
regulation  thereunder  relating  to  the  offer  or  sale  of  the  Registrable
Securities  pursuant  to  a Registration Statement (the matters in the foregoing
clauses  (i)  through  (iii) being, collectively, "Violations").  Subject to the
restrictions  set  forth  in  Section  6(c)  with respect to the number of legal
counsel,  the  Company  shall  reimburse the Purchaser and each such controlling
person,  promptly as such expenses are incurred and are due and payable, for any
reasonable  legal  fees  or  other  reasonable  expenses  incurred  by  them  in
connection  with  investigating  or  defending  any  such Claim. Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this Section 6(a): (i) shall not apply to a Claim arising out of or
based  upon  a  Violation  which  occurs in reliance upon and in conformity with
information  furnished  in  writing  to  the  Company  by any Indemnified Person
expressly  for  use  in  connection  with  the  preparation  of the Registration
Statement  or  any  such  amendment  thereof  or  supplement  thereto,  if  such
prospectus  were  timely made available by the Company pursuant to Section 3(c);
(ii)  shall  not be available to the extent such Claim is based on (a) a failure
of  the  Purchaser  to  deliver  or to cause to be delivered the prospectus made
available  by  the  Company  or (b) the Indemnified Person's use of an incorrect
prospectus  despite  being promptly advised in advance by the Company in writing
not  to use such incorrect prospectus; and (iii) shall not apply to amounts paid
in  settlement  of  any  Claim  if such settlement is effected without the prior
written  consent  of  the  Company,  which  consent  shall  not  be unreasonably
withheld.  Such  indemnity  shall  remain in full force and effect regardless of
any  investigation  made  by  or on  behalf of the Indemnified Person and  shall
survive  the  resale  of the Registrable Securities by the Purchaser pursuant to
the  Registration  Statement.

     In  connection  with  any  Registration  Statement  in which a Purchaser is
participating,  each  such  Purchaser  agrees  to  severally  and  not  jointly
indemnify,  hold harmless and defend, to the  same extent and in the same manner
as  is  set  forth in Section 6(a), the Company, each of its  directors, each of
its  officers  who  signs  the  Registration Statement, each Person, if any, who
controls  the  Company  within  the  meaning  of  the  1933  Act or the 1934 Act
(collectively  and together with an Indemnified Person, an "Indemnified Party"),
against  any  Claim  or  Indemnified  Damages  to  which  any of them may become
subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or
Indemnified  Damages  arise out of or are based upon any Violation, in each case
to  the  extent,  and only to the extent, that such Violation occurs in reliance
upon and in conformity with written information furnished to the Company by such
Purchaser expressly for use in connection with such Registration Statement; and,
subject  to  Section  6(c),  such  Purchaser  will  reimburse any legal or other
expenses  reasonably  incurred  by  them  in  connection  with  investigating or
defending  any  such  Claim;  provided,  however,  that  the indemnity agreement
contained  in  this  Section 6(b) and the agreement with respect to contribution
contained  in  Section  7  shall  not apply to amounts paid in settlement of any
Claim  if  such settlement is effected without the prior written consent of such
Purchaser,  which consent shall not be unreasonably withheld; provided, further,
however,  that  the  Purchaser  shall be liable under this Section 6(b) for only
that  amount  of  a  Claim  or  Indemnified  Damages  as does not exceed the net
proceeds  to  such  Purchaser  as a result of the sale of Registrable Securities
pursuant  to  such  Registration Statement.  Such indemnity shall remain in full
force  and  effect  regardless of any investigation made by or on behalf of such
Indemnified  Party and shall survive the resale of the Registrable Securities by
the  Purchaser  pursuant to the Registration Statement. Notwithstanding anything
to  the  contrary  contained  herein, the indemnification agreement contained in
this  Section 6(b) with respect to any preliminary prospectus shall not inure to
the  benefit  of  any  Indemnified  Party if the untrue statement or omission of
material fact contained in the preliminary prospectus were corrected on a timely
basis  in  the  prospectus,  as  then  amended  or  supplemented.

     Promptly  after receipt by an Indemnified Person or Indemnified Party under
this  Section  6  of  notice  of  the  commencement  of any action or proceeding
(including  any  governmental  action  or  proceeding)  involving  a Claim, such
Indemnified  Person or Indemnified Party shall, if a Claim in respect thereof is
to  be  made against any indemnifying party under this Section 6, deliver to the
indemnifying  party  a  written  notice  of  the  commencement  thereof, and the
indemnifying  party  shall  have the right to participate in, and, to the extent
the  indemnifying  party  so  desires, jointly with any other indemnifying party
similarly  noticed,  to  assume  control  of  the  defense  thereof with counsel
mutually  satisfactory  to  the indemnifying party and the Indemnified Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person  or Indemnified Party shall have the right to retain its own
counsel  with the fees and expenses to be paid by the indemnifying party, if, in
the  reasonable  opinion  of  counsel  retained  by  the indemnifying party, the
representation  by  such  counsel of the Indemnified Person or Indemnified Party
and  the  indemnifying  party  would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other  party  represented  by such counsel in such proceeding.  The indemnifying
party  shall pay for only one separate legal counsel for the Indemnified Persons
or the Indemnified Parties, as applicable, and such counsel shall be selected by
Purchaser  holding a majority-in-interest of the Registrable Securities included
in  the  Registration Statement to which the Claim relates, if the Purchaser are
entitled  to  indemnification  hereunder,  or  the  Company,  if  the Company is
entitled  to indemnification hereunder, as applicable.  The Indemnified Party or
Indemnified  Person  shall  cooperate  fully  with  the  indemnifying  party  in
connection  with  any  negotiation or defense of any such action or claim by the
indemnifying  party  and shall furnish to the indemnifying party all information
reasonably  available  to  the  Indemnified  Party  or  Indemnified Person which
relates  to  such  action  or  claim.  The  indemnifying  party  shall  keep the
Indemnified  Party  or Indemnified Person fully appraised at all times as to the
status  of  the defense or any settlement negotiations with respect thereto.  No
indemnifying  party  shall  be liable for any settlement of any action, claim or
proceeding  effected  without  its  written consent, provided, however, that the
indemnifying  party  shall  not  unreasonably  withhold,  delay or condition its
consent.  No  indemnifying  party  shall, without the consent of the Indemnified
Party  or Indemnified Person, consent to entry of any judgment or enter into any
settlement  or  other compromise which does not include as an unconditional term
thereof  the  giving  by  the claimant or plaintiff to such Indemnified Party or
Indemnified  Person  of  a  release from all liability in respect to such Claim.
Following  indemnification  as  provided  for  hereunder, the indemnifying party
shall be surrogated to all rights of the Indemnified Party or Indemnified Person
with  respect to all third parties, firms or corporations relating to the matter
for  which indemnification has been made.  The failure to deliver written notice
to  the  indemnifying  party within a reasonable time of the commencement of any
such  action  shall  not relieve such indemnifying party of any liability to the
Indemnified  Person  or  Indemnified  Party  under this Section 6, except to the
extent  that  the indemnifying party is prejudiced in its ability to defend such
action.

     The  indemnification  required  by this Section 6 shall be made by periodic
payments  of  the  amount  thereof  during  the  course  of the investigation or
defense,  as  and  when  bills are received or Indemnified Damages are incurred.

     The  indemnity  agreements contained herein shall be in addition to (i) any
cause  of action or similar right of the Indemnified Party or Indemnified Person
against  the  indemnifying  party  or  others,  and  (ii)  any  liabilities  the
indemnifying  party  may  be  subject  to  pursuant  to  the  law.

     7.     CONTRIBUTION.

     To the extent any indemnification by an indemnifying party is prohibited or
limited  by  law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6  to  the  fullest  extent  permitted  by  law; provided, however, that: (i) no
contribution  shall  be  made under circumstances where the maker would not have
been  liable  for indemnification under the fault standards set forth in Section
6;  (ii)  no  seller  of  Registrable  Securities  guilty  of  fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled  to  contribution from any seller of Registrable Securities who was not
guilty  of fraudulent misrepresentation; and (iii) contribution by any seller of
Registrable  Securities shall be limited in amount to the net amount of proceeds
received  by  such  seller  from  the  sale  of  such  Registrable  Securities.

     8.     REPORTS  UNDER  THE  1934  ACT.

     With  a  view to making available to the Purchaser the benefits of Rule 144
promulgated  under  the  1933 Act or any other similar rule or regulation of the
SEC  that may at any time permit the Purchaser to sell securities of the Company
to  the  public  without  registration  ("Rule  144"),  the  Company  agrees to:

a.     make and keep public information available, as those terms are understood
and  defined  in  Rule  144;

b.     file  with  the  SEC  in  a timely manner all reports and other documents
required  of  the  Company  under  the  1933 Act and the 1934 Act so long as the
Company  remains  subject to such requirements (it being understood that nothing
herein  shall  limit  the  Company's  obligations  under  Section  4(c)  of  the
Subscription  Agreement)  and  the filing of such reports and other documents is
required  for  the  applicable  provisions  of  Rule  144;  and

c.     furnish  to the Purchaser, promptly upon request, (i) a written statement
by the Company that it has complied with the reporting requirements of Rule 144,
the  1933  Act  and  the  1934  Act,  (ii)  a  copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the  Company, and (iii) such other information as may be reasonably requested to
permit  the  Purchaser  to  sell  such  securities  pursuant to Rule 144 without
registration.

     9.     NO  ASSIGNMENT  OF  REGISTRATION  RIGHTS.

     The  rights  under  this  Agreement  shall  not  be  assignable.

     10.     AMENDMENT  OF  REGISTRATION  RIGHTS.

     Provisions  of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or  prospectively),  only  with the written consent of the Company and Purchaser
who hold two-thirds (2/3) of the Registrable Securities. Any amendment or waiver
effected in accordance with this Section 10 shall be binding upon each Purchaser
and  the  Company.  No  such  amendment shall be effective to the extent that it
applies  to  less  than  all of the Purchaser of the Registrable Securities.  No
consideration  shall  be  offered or paid to any Person to amend or consent to a
waiver or modification of any provision of any of this Agreement unless the same
consideration  also  is  offered  to  all  of  the  parties  to  this Agreement.

     11.     MISCELLANEOUS.

a.     A  Person  is deemed to be a Purchaser of Registrable Securities whenever
such Person owns of record such Registrable Securities.  If the Company receives
conflicting  instructions,  notices  or  elections from two or more Persons with
respect to the same Registrable Securities, the Company shall act upon the basis
of  instructions,  notice or election received from the registered owner of such
Registrable  Securities.

b.     Any  notices,  consents,  waivers  or  other  communications  required or
permitted  to  be given under the terms of this Agreement must be in writing and
will  be  deemed  to  have  been  delivered  (i)  upon  receipt,  when delivered
personally;  (ii)  upon receipt, when sent by facsimile (provided a confirmation
of  transmission is mechanically or electronically generated and kept on file by
the  sending  party);  or  (iii)  one  (1)  day  after deposit with a nationally
recognized  overnight  delivery  service, in each case properly addressed to the
party  to  receive  the  same.  The  addresses  and  facsimile  numbers for such
communications  shall  be:

If  to  the  Company:

Xtreme  Companies,  Inc.
9116  COVERED  WAGON  DRIVE
LAS  VEGAS,  NV  89117
Telephone:
Facsimile:


If  to  the  Purchaser:

     At  the  address  listed  in  the  Questionnaire.


     Each  party  shall provide five (5) business days prior notice to the other
party  of  any  change  in  address,  phone  number  or  facsimile  number.

c.     Failure of any party to exercise any right or remedy under this Agreement
or  otherwise, or delay by a party in exercising such right or remedy, shall not
operate  as  a  waiver  thereof.

d.     All  disputes  arising  under  this  agreement  shall  be governed by and
interpreted  in  accordance  with the laws of the Commonwealth of Massachusetts,
without regard to principles of conflict of laws.  The parties to this agreement
will  submit all disputes arising under this agreement to arbitration in Boston,
Massachusetts before a single arbitrator of the American Arbitration Association
("AAA").  The  arbitrator  shall  be selected by application of the rules of the
AAA, or by mutual agreement of the parties, except that such arbitrator shall be
an  attorney  admitted to practice law in the Commonwealth of Massachusetts.  No
party  to  this agreement will challenge the jurisdiction or venue provisions as
provided  in  this  section.

e.     This  Agreement  and  the  Transaction  Documents  (as  defined  in  the
Subscription Agreement) constitute the entire agreement among the parties hereto
with  respect  to  the  subject  matter  hereof  and  thereof.  There  are  no
restrictions,  promises,  warranties or undertakings, other than those set forth
or  referred  to  herein  and  therein.

f.     This  Agreement  and  the  Transaction  Documents  supersede  all  prior
agreements  and  understandings  among  the  parties  hereto with respect to the
subject  matter  hereof  and  thereof.

g.     The  headings in this Agreement are for convenience of reference only and
shall  not  limit  or  otherwise  affect  the  meaning  hereof.

h.     This  Agreement may be executed in two or more counterparts, all of which
taken  together shall constitute one instrument.  Execution and delivery of this
Agreement  by  exchange of facsimile copies bearing the facsimile signature of a
party  shall  constitute  a  valid  and  binding  execution and delivery of this
Agreement  by  such  party.  Such  facsimile copies shall constitute enforceable
original  documents.

i.     Each  party  shall do and perform, or cause to be done and performed, all
such  further  acts  and  things,  and  shall execute and deliver all such other
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of  this Agreement and the consummation of the transactions contemplated hereby.

j.     All  consents  and  other  determinations  to  be  made  by the Purchaser
pursuant  to  this  Agreement  shall be made, unless otherwise specified in this
Agreement,  by  Purchaser  holding  a  majority  of  the Registrable Securities.

k.     The  language  used  in  this Agreement will be deemed to be the language
chosen  by  the  parties  to  express their mutual intent and no rules of strict
construction  will  be  applied  against  any  party.

IN  WITNESS  WHEREOF, the parties have caused this Registration Rights Agreement
to  be  duly  executed  as  of  the  day  and  year  first  above  written.



XTREME  COMPANIES,  INC.



               By:     ____________________________________
               Name:     Kevin  Ryan
               Title:     Chief  Executive  Officer



                    DUTCHESS  PRIVATE  EQUITIES  FUND,  L.P.
                    BY  ITS  GENERAL  PARTNER  DUTCHESS
                    CAPITAL  MANAGEMENT,  LLC



               By:__________________________________
Name:  Douglas  H.  Leighton
               Title:  A  Managing  Member





<PAGE>

EXHIBIT  A

FORM  OF  NOTICE  OF  EFFECTIVENESS
OF  REGISTRATION  STATEMENT

                                             Date:  __________
[TRANSFER  AGENT]

     Re:     Xtreme  Companies,  Inc.

Ladies  and  Gentlemen:

     We  are  counsel  to  Xtreme  Companies,  Inc.,  a  Nevada corporation (the
"Company"),  and  have  represented  the Company in connection with that certain
Subscription Agreement (the "Subscription  Agreement") entered into by and among
the  Company  and  _________________________ (the "Purchaser") pursuant to which
the  Company has agreed to issue to the Purchaser shares of the Company's common
stock,  $.001  par  value  per  share  (the  "Common  Stock")  on  the terms and
conditions  set  forth  in  the  Subscription  Agreement.  Pursuant  to  the
Subscription  Agreement, the Company also has entered into a Registration Rights
Agreement  with  the Purchaser (the "Registration Rights Agreement") pursuant to
which  the  Company  agreed,  among  other  things,  to register the Registrable
Securities  (as  defined  in  the  Registration Rights Agreement), including the
shares of Common Stock issued or issuable under the Subscription Agreement under
the Securities Act of 1933, as amended (the "1933 Act").  In connection with the
Company's  obligations  under the Registration Rights Agreement, on ____________
___,  2003,  the Company filed a Registration Statement on Form S- ___ (File No.
333-________)  (the  "Registration  Statement") with the Securities and Exchange
Commission  (the  "SEC")  relating to the Registrable Securities which names the
Purchaser  as  a  selling  sharePurchaser  thereunder.

     In connection with the foregoing, we advise you that [a member of the SEC's
staff  has  advised  us by telephone that the SEC has entered an order declaring
the  Registration  Statement  effective]  [the Registration Statement has become
effective] under the 1933 Act at [enter the time of effectiveness] on [enter the
date  of  effectiveness]  and  to  the  best  of our knowledge, after telephonic
inquiry  of  a  member  of  the  SEC's  staff,  no  stop  order  suspending  its
effectiveness  has  been  issued and no proceedings for that purpose are pending
before,  or  threatened by, the SEC and the Registrable Securities are available
for  resale  under  the  1933  Act  pursuant  to  the  Registration  Statement.

                                   Very  truly  yours,

                                   [Company  Counsel]

     By:     ____________________
cc:     [Purchaser]