Exhibit  10.12

                              CONSULTING AGREEMENT


     This  Consulting  Agreement (the "Consulting Agreement") made as of October
28,  2003,  by  and between Gordon McGilton ("Consultant") and Xtreme Companies,
Inc.  located  at  11782  Western  Ave,  Unit 18, Stanton, California 90680 (the
"Company").

                                  WITNESSETH

     WHEREAS,  the  Company  requires  and  will  continue to require consulting
services  relating  management,  strategic  planning and marketing in connection
with  its  business;  and

     WHEREAS,  Consultant  can  provide  the Company with strategic planning and
marketing  consulting  services  and is desirous of performing such services for
the  Company;  and

     WHEREAS,  the  Company  wishes  to  induce  Consultant  to  provide  these
consulting  services  to  the  Company,

     NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants hereinafter
stated,  it  is  agreed  as  follows:

     1.   APPOINTMENT.

     The  Company  hereby  engages  Consultant  and  Consultant agrees to render
services  to  the  Company  as  a  consultant  upon  the  terms  and  conditions
hereinafter  set  forth.

     2.   TERM.

     The  term  of  this  Consulting  Agreement  began  as  of  the date of this
Agreement,  and  shall terminate on April 28, 2004, unless earlier terminated in
accordance with paragraph 7 herein or extended as agreed to between the parties.

     3.   SERVICES.

     During  the  term  of  this  Agreement,  Consultant shall provide advice to
undertake  for  and  consult  with  the  Company  concerning strategic planning,
matters  in  connection  with  the  operation  of the businesses of the Company,
acquisitions and business opportunities, and shall review and advise the Company
regarding  its  overall  progress,  needs  and  condition.  Consultant agrees to
provide  on a timely basis the following enumerated services plus any additional
services  contemplated  thereby:

(a)  The  implementation of short-range and long-term         strategic planning
to  fully  develop  and  enhance  the  Company's assets, resources, products and
services;

(b)  The  implementation of a marketing program to enable the Company to broaden
the  markets  for  its  services  and  promote  the image of the Company and its
products  and  services;

(c)  Advise  the  Company  relative  to  the  recruitment  and employment of key
executives  consistent  with  the  expansion  of  operations  of  the  Company;

(d)  The  identification,  evaluation,  structuring,  negotiating and closing of
joint  ventures,  strategic  alliances,  business  acquisitions  and advice with
regard  to  the  ongoing  managing  and  operating  of  such  acquisitions  upon
consummation  thereof;  and

          (e)  Advice  and  recommendations  regarding  corporate  financing
    including  the  structure,  terms  and  content  of  bank  loans,
    institutional  loans,  private  debt  funding,  mezzanine
    financing,  blind  pool  financing  and  other  preferred  and
    common  stock  equity  private  or  public  financing.  Consultant
    will  not  directly  or  indirectly  arrange  a  financing  that
    involves  any  securities  issuance,  whether  equity  or
          debt.


     4.   DUTIES  OF  THE  COMPANY.
          ---------------------

     The  Company  shall provide Consultant, on a regular and timely basis, with
all  approved  data  and information about it, its subsidiaries, its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and  shall  advise  Consultant  of any facts which would affect the
accuracy  of  any  data  and  information  previously  supplied pursuant to this
paragraph.  The  Company shall promptly supply Consultant with full and complete
copies  of  all  financial  reports,  all  fillings  with  all federal and state
securities  agencies;  with full and complete copies of all stockholder reports;
with  all  data  and information supplied by any financial analyst, and with all
brochures  or  other  sales  materials  relating  to  its  products or services.

     5.   COMPENSATION.

     The  Company will immediately award Consultant 25,000 share of Common Stock
pursuant  to  the  Company's  Non-employee  Director  and  Consultant Stock Plan
registered  with  the Securities and Exchange Committee on Form S-8. Consultant,
in  providing  the  foregoing  services,  shall  not  be  responsible  for  any
out-of-pocket  costs, including, without limitation, travel, lodging, telephone,
postage  and  Federal  Express  charges.

     6.   REPRESENTATION  AND  INDEMNIFICATION.

     The  Company  shall be deemed to have been made a continuing representation
of  the  accuracy  of  any and all facts, material information and data which it
supplies  to Consultant and acknowledges its awareness that Consultant will rely
on  such  continuing  representation  in  disseminating  such  information  and
otherwise  performing  its  advisory  functions.  Consultant,  in the absence of
notice  in  writing  from  the  Company, will rely on the continuing accuracy of
material,  information  and data supplied by the Company.  Consultant represents
that  he  has  knowledge  of  and is experienced in providing the aforementioned
services.

     7.   MISCELLANEOUS.

     Termination:  This Agreement may be terminated by either Party upon written
notice  to  the  other  Party  for  any reason which shall be effective five (5)
business  days from the date of such notice.  This Agreement shall be terminated
immediately  upon  written  notice  for  material  breach  of  this  Agreement.

     Modification:  This  Consulting  Agreement  sets  forth  the  entire
understanding  of  the  Parties with respect to the subject matter hereof.  This
Consulting  Agreement  may  be  amended  only in writing signed by both Parties.


     Notices:  Any  notice  required or permitted to be given hereunder shall be
in  writing and shall be mailed or otherwise delivered in person or by facsimile
transmission  at  the  address  of  such  Party set forth above or to such other
address  or  facsimile  telephone  number  as  the Party shall have furnished in
writing  to  the  other  Party.

     Waiver:  Any  waiver  by  either Party of a breach of any provision of this
Consulting  Agreement shall not operate as or be construed to be a waiver of any
other  breach  of that provision or of any breach of any other provision of this
Consulting Agreement.  The failure of a Party to insist upon strict adherence to
any  term  of  this  Consulting  Agreement  on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence  to  that  term  of  any  other  term  of  this  Consulting Agreement.

     Assignment:  The  Options  under  this  Agreement  are  assignable  at  the
discretion  of  the  Consultant.

     Severability:  If  any  provision  of this Consulting Agreement is invalid,
illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in  effect,  and if any provision is inapplicable to any person or circumstance,
it  shall nevertheless remain applicable to all other persons and circumstances.

     Disagreements:  Any  dispute  or  other disagreement arising from or out of
this  Consulting  Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall be
enforceable  in  any court having jurisdiction thereof.  Arbitration shall occur
only  in  Los  Angeles,  CA.  The  interpretation  and  the  enforcement of this
Agreement  shall  be  governed  by California Law as applied to residents of the
State of California relating to contracts executed in and to be performed solely
within  the  State  of  California.  In the event any dispute is arbitrated, the
prevailing  Party (as determined by the arbiter(s)) shall be entitled to recover
that  Party's  reasonable  attorney's  fees  incurred  (as  determined  by  the
arbiter(s)).




     IN  WITNESS  WHEREOF,  this  Consulting  Agreement has been executed by the
Parties  as  of  the  date  first  above  written.

Xtreme  Companies,  Inc.                               CONSULTANT


/s/ Kevin Ryan                                  /s/ Gordon McGilton
___________________                             ___________________
Kevin  Ryan                                     Gordon  McGilton
Chairman  and  CEO