1

Exhibit  10.10


          CORPORATE  CONSULTING  AGREEMENT


This  Agreement  ("Agreement")  dated  October  1, 2003 is by and between Xterme
Companies inc., (the "Company"), a Nevada corporation and Dutchess Advisors (the
"Consultant")

WHEREAS, the Company is a publicly traded entity currently seeking to merge with
or  acquire  other  entities  with  substantive  operations.

WHEREAS,  Consultant  is  engaged  in  the  business of advising publicly-traded
companies  in  the  areas  of  business  development.

WHEREAS,  the  Company desires to obtain the benefits of Consultant's experience
and  know-how,  and accordingly, the Company has offered to engage Consultant to
render  consulting  and  advisory  services  to  the  Company  on  the terms and
conditions  hereinafter  set  forth;

WHEREAS,  Consultant  desires  to  accept  such  engagement  upon such terms and
conditions  hereinafter  set  forth.

NOWTHEREFORE  in  consideration  of the foregoing, the parties agree as follows:

Section  1.               SERVICES  RENDERED

Consultant  shall;
(i)     Assist  the  Company  with  its  capitalization  and  restructuring.
(ii)     Assist  the  Company with its business development by seeking potential
business  partners,  candidates  for joint ventures, mergers and acquisitions or
qualified  persons  to  join  the  Company's  board  of  directors.
Section  2.               COMPENSATION

For  services  rendered under Section 1, Consultant shall be paid the following,
by  the  Company:

(a)  CONSULTING FEES. In consideration for the availability of Consultant during
the  term  hereunder  and  the  services  rendered  pursuant  to this Agreement,
promptly upon execution of this Agreement, the Company shall issue to Consultant
three  million  (3,000,000) fully paid and non-assessable shares of Common Stock
of  the  Company  (the  "Shares").

(b)  REIMBURSEMENT OF EXPENSES. The Company shall reimburse Consultant for those
reasonable  and  necessary  out-of-pocket expenses (including but not limited to
travel,  transportation,  lodging,  meals  etc.) which have been approved by the
President  of the Company prior to their incurrence and which have been incurred
by  Consultant  in  connection  with  the  rendering  of services hereunder. Any
reimbursement  to  be made by the Company pursuant to this Section shall be made
following submission to the Company by Consultant of reasonable documentation of
the  expenses  incurred.


Section  3.               RELATIONSHIP  OF  PARTIES

     This  Agreement  shall not constitute an employer-employee relationship. It
is  the  intention  of  each  party  that  Consultant  shall  be  an independent
contractor  and  not  an  employee  of  the  Company.  All  compensation paid to
Consultant  shall  constitute earnings to Consultant and be classified as normal
income.  The Company shall not withhold any amounts therefrom as U.S. federal or
state  income tax withholding, or as employee contribution to Social Security or
any  other  employer  withholding  applicable  under  state  or  federal  law.

Section  4.               TERM

     The  term  of this Agreement shall be twenty four (24) months commencing on
the  date  and  year  first  above  written.

Section  5.               TERMINATION

This Agreement may be terminated by either party with cause only, and only under
the  following  circumstances;  when  either  party  (i)  knowing  and willfully
breaches  any  term(s)  of this Agreement, or (ii) knowing and willfully commits
any  act(s) related to the normal conduct of business which are unlawful, or any
serious criminal action as promulagated pursuant to local, state or federal law.

Termination  of  the Agreement does not relieve the Company of its obligation to
remunerate  Consultant  pursuant  to the terms of this Agreement, and the Shares
issued  to  Consultant  and  the  Fund upon execution of this Agreement shall be
non-refundable.  Upon  termination,  any outstanding remuneration due Consultant
for  services  rendered  shall  be paid within 3 (three) business days following
termination.

Section  6.               INDEMNIFICATION

(a)               In  consideration of Consultant' execution and delivery of the
this  Agreement  in
addition  to  all  of  The Company's other obligations under this Agreement, The
Company shall defend, protect, indemnify and hold harmless Consultant and all of
its  officers,  directors, employees and direct or indirect investors and any of
the  foregoing  person's  agents  or  other  representatives (including, without
limitation,  those  retained in connection with the transactions contemplated by
this  Agreement)  (collectively,  the "CONSULTANT INDEMNITEES") from and against
any  and all actions, causes of action, suits, claims, losses, costs, penalties,
fees,  liabilities  and  damages,  and  expenses  in  connection  therewith
(irrespective  of whether any such Indemnitee is a party to the action for which
indemnification  hereunder  is sought), and including reasonable attorneys' fees
and  disbursements  (the  "CONSULTANT INDEMNIFIED LIABILITIES'), incurred by any
Indemnitee  as  a  result  of,  or  arising  out  of,  or  relating  to  (i) any
misrepresentation  or  breach  of  any  representation  or  warranty made by The
Company  in  this  Agreement  or  any  other certificate, instrument or document
contemplated  hereby  or  thereby  (ii) any breach of any covenant, agreement or
obligation  of The Company contained in this Agreement or any other certificate,
instrument  or  document  contemplated  hereby  or  thereby,  (iii) any cause of
action,  suit  or claim brought or made against such Indemnitee by a third party
and  arising  out  of  or resulting from the execution, delivery, performance or
enforcement  of  this Agreement or any other certificate, instrument or document
contemplated  hereby  or  thereby, except insofar as any such misrepresentation,
breach  or  any  untrue statement, alleged untrue statement, omission or alleged
omission  is  made  in  reliance upon and in conformity with written information
furnished  to  Consultant  by  The  Company.  To  the  extent that the foregoing
undertaking  by  The  Company  may  be unenforceable for any reason, The Company
shall  make  the maximum contribution to the payment and satisfaction of each of
the  Consultant  Indemnified  Liabilities  which is permissible under applicable
law. The indemnity provisions contained herein shall be in addition to any cause
of  action or similar rights Consultant may have, and any liabilities Consultant
may  be  subject  to.

(b)  In  consideration  of  The  Company's  execution  and  delivery of the this
Agreement and in addition to all of the Consultant' other obligations under this
Agreement,  Consultant  shall  defend,  protect, indemnify and hold harmless The
Company  and  all  of  its  subsidiaries,  shareholders, officers, directors and
employees  and  any  of  the  foregoing person's agents or other representatives
(including,  without  limitation,  those  retained  in  connection  with  the
transactions  contemplated  by  this  Agreement) (collectively, the "THE COMPANY
INDEMNITEES")  from  and  against  any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection therewith (irrespective of whether any such The Company Indemnitee is
a  party  to  the  action  for  which  indemnification hereunder is sought), and
including  reasonable  attorneys'  fees  and  disbursements  (the  "THE  COMPANY
INDEMNIFIED  LIABILITIES'),  incurred  by any The Company Indemnitee as a result
of, or arising out of, or relating to (i) any misrepresentation or breach of any
representation  or  warranty  made  by  Consultant in the Agreement or any other
certificate,  instrument  or  document  contemplated hereby or thereby, (ii) any
breach  of  any covenant, agreement or obligation of Consultant contained in the
Agreement  or  any other certificate, instrument or document contemplated hereby
or  thereby,  (iii)  any  cause of action, suit or claim brought or made against
such  The  Company  Indemnitee  by a third party and arising out of or resulting
from the execution, delivery, performance or enforcement of the Agreement or any
other  certificate,  instrument  or document contemplated hereby or thereby, and
except  insofar  as  any such misrepresentation, breach or any untrue statement,
alleged  untrue statement, omission or alleged omission is made in reliance upon
and  in  conformity  with  written  information  furnished  to  The  Company  by
Consultant.  To  the  extent that the foregoing undertaking by Consultant may be
unenforceable  for any reason, Consultant shall make the maximum contribution to
the  payment and satisfaction of each of the The Company Indemnified Liabilities
which  is  permissible  under applicable law. The indemnity provisions contained
herein shall be in addition to any cause of action or similar rights The Company
may  have,  and  any  liabilities  The  Company  may  be  subject  to.

(c)  Indemnification Procedure. Any party entitled to indemnification under this
Section  (an  "INDEMNIFIED  PARTY") will give written notice to the indemnifying
party  of any matters giving rise to a claim for indemnification; provided, that
the failure of any party entitled to indemnification hereunder to give notice as
provided  herein  shall  not  relieve  the indemnifying party of its obligations
under  this Section except to the extent that the indemnifying party is actually
prejudiced  by  such  failure  to give notice. In case any action, proceeding or
claim  is  brought  against  an  indemnified  party  in  respect  of  which
indemnification is sought hereunder, the indemnifying party shall be entitled to
participate  in  and,  unless  in  the  reasonable  judgment  of  counsel to the
indemnified  party  a conflict of interest between it and the indemnifying party
may  exist  with  respect  to  such  action,  proceeding or claim, to assume the
defense  thereof  with counsel reasonably satisfactory to the indemnified party.
In  the  event  that the indemnifying party advises an indemnified party that it
will contest such a claim for indemnification hereunder, or fails, within thirty
(30)  days  of receipt of any indemnification notice to notify, in writing, such
person  of  its  election  to defend, settle or compromise, at its sole cost and
expense,  any  action,  proceeding  or claim (or discontinues its defense at any
time  after  it  commences such defense), then the indemnified party may, at its
option,  defend,  settle or otherwise compromise or pay such action or claim. In
any  event,  unless and until the indemnifying party elects in writing to assume
and  does  so  assume  the  defense of any such claim, proceeding or action, the
indemnified party's costs and expenses arising out of the defense, settlement or
compromise  of  any  such action, claim or proceeding shall be losses subject to
indemnification  hereunder. The indemnified party shall cooperate fully with the
indemnifying  party in connection with any settlement negotiations 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
which  relates  to  such  action or claim. The indemnifying party shall keep the
indemnified party fully apprised at all times as to the status of the defense or
any  settlement  negotiations  with  respect  thereto. If the indemnifying party
elects  to  defend any such action or claim, then the indemnified party shall be
entitled  to  participate in such defense with counsel of its choice at its sole
cost  and expense. The indemnifying party shall not be liable for any settlement
of  any  action, claim or proceeding effected without its prior written consent.
Notwithstanding anything in this Section to the contrary, the indemnifying party
shall  not,  without  the  indemnified  party's prior written consent, settle or
compromise  any  claim  or  consent  to entry of any judgment in respect thereof
which  imposes  any future obligation on the indemnified party or which does not
include,  as  an  unconditional  term thereof, the giving by the claimant or the
plaintiff to the indemnified party of a release from all liability in respect of
such  claim.  The  indemnification  required  by  this  Section shall be made by
periodic  payments  of  the amount thereof during the course of investigation or
defense, as and when bills are received or expense, loss, damage or liability is
incurred,  within  ten  (10)  Business  Days  of  written  notice thereof to the
indemnifying party so long as the indemnified party irrevocably agrees to refund
such  moneys if it is ultimately determined by a court of competent jurisdiction
that  such  party  was not entitled to indemnification. The indemnity agreements
contained  herein  shall  be  in  addition to (a) any cause of action or similar
rights  of  the  indemnified party against the indemnifying party or others, and
(b)  any  liabilities  the  indemnifying  party  may  be  subject  to.

Section  7.               GOVERNING  LAW

     Any  controversy,  claim or dispute arising from the interpretation of this
Agreement,  or  breach  thereof,  shall  settled by arbitration in the County of
Suffolk,  Commonwealth  of  Massachusetts  in  accordance  with the rules of the
American  Arbitration  Association  there  in  effect,  except  that the parties
thereto  shall  have  any  right  to discovery as would permitted by the Federal
Rules  of  Civil  Procedure.  The  prevailing  Party  shall  be  entitled  to
reimbursement  of  actual costs and attorney's fees from the arbitration and the
decision  of  the  Arbitrator(s)  shall  be  final.

Section  8               ASSIGNABILITY.

     This  Agreement  and the rights and obligations of the parties hereto shall
bind  and  inure  to the benefit of Consultant and its legal representatives and
heirs  and  the  Company  and  any  successor  or  successors  of the Company by
reorganization,  merger,  or  consolidation  and  any  assignee  of  all  or
substantially  all  of  its  business and properties, but, except as to any such
legal  representatives  or  heirs  of Consultant or successor or assignee of the
Company,  neither  this  Agreement  nor  any rights or benefits hereunder may be
assigned by the Company or the Executive.  Nothing in this Agreement, express or
implied, is intended to or shall confer upon any other person any right, benefit
or  remedy  of  any  nature  whatsoever  under  or  by reason of this Agreement.

Section  9.               ENTIRE  AGREEMENT

     This  Agreement  constitutes  the  entire  agreement of the Company and the
Consultant  as  to  the subject matter hereof, superseding all prior written and
prior  or  contemporaneous  oral  understanding  or  agreements,  including  any
previous  agreements,  or  understandings  with  respect  to  the subject matter
covered  in  this Agreement.  This Agreement may not be modified or amended, nor
may  any  right  be  waived,  except by a writing which expressly refers to this
Agreement, states that it is intended to be a modification, amendment, or waiver
and  is  signed by both parties in the case of a modification or amendment or by
the  party  granting  the  waiver.  No  course of conduct or dealing between the
parties  and  no custom or trade usage shall be relied upon to vary the terms of
this  Agreement.  The  failure of a party to insist upon strict adherence to any
term  of  this  Agreement  on  any  occasion shall not be considered a waiver or
deprive  that  party  of the right thereafter to insist upon strict adherence to
that  term  or  any  other  term  of  this  Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and  year  first  above  written.


By  Xtreme Companies:


/s/ Kevin Ryan
_____________________________________________
          Kevin  Ryan
     President


By  Dutchess  Advisors  LLC:


/s/ Douglas Leighton
 ________________________________________________
     Douglas  Leighton
          A  Managing  Member