Exhibit  10.1

     STOCK  ACQUISITION  AGREEMENT

This  Stock  Acquisition Agreement (hereinafter the "Agreement") is entered into
effective  as  of  February 28, 2006 and supersedes any and all other agreements
whether  in writing or orally communicated, by and among Xtreme Companies, Inc.,
a  Nevada  corporation  (hereinafter  "Xtreme");  Marine  Holdings,  Inc.  D/B/A
Challenger  Offshore,  a Missouri corporation (hereinafter "Marine"), and Ronald
DiBartolo  and Gailynn DiBartolo, the owners of all of the outstanding shares of
common  stock  of  Marine  Holdings,  Inc.  (hereinafter  the  "Shareholders  of
Marine").

WHEREAS, the Shareholders of Marine own all of the issued and outstanding common
stock  of  Marine  (the  "Marine  Common  Stock");

WHEREAS,  Xtreme  desires  to  purchase all of the outstanding shares of Marine,
free and clear of all debts and encumbrances of Marine owed to Sun Security Bank
and  to  Shareholders,  and

WHEREAS, Xtreme desires to purchase the real estate owned by shareholders at 300
Westlink  Drive  in Washington, MO where Marine currently conducts its business,
free and clear of all loans and encumbrances by purchasing said property for the
total amount of  Two million one hundred twelve thousand two hundred ninety-five
dollars.  ($2,112,310)

WHEREAS,  Xtreme  desires  to acquire the Marine Common Stock solely in exchange
for  "Liability  Relief" equal to two million one hundred sixty one thousand one
hundred  thirty  nine  dollars  ($2,161,139), as of February 15, 2005, and to be
adjusted  accordingly  as  of  closing  date for accrued interest and changes to
trade  payables,  making  Marine  a wholly-owned subsidiary of Xtreme. Liability
Relief  shall  be  defined  as  the assumption of all Marine liabilities and the
release  of  Shareholders  of  Marine from the Liabilities listed in Exhibit "B"
pursuant  to  Section  3  of  this  Agreement.

WHEREAS,  Ronald  DiBartolo and Gailynn DiBartolo, also known as Shareholders of
Marine  hereby  agree  to  transfer  all their shares, right and title to Marine
Holdings,  Inc.  and  the  real estate at 300 Westlink Drive, Washington,  MO to
Xtreme  under  the  following  terms  and  conditions.

NOW  THEREFORE,  for  the mutual consideration set out herein and other good and
valuable  consideration,  the legal sufficiency of which is hereby acknowledged,
the  parties  agree  as  follows:



1.  Acquisition

It  is hereby agreed that the Marine Common Stock shall be acquired by Xtreme in
exchange solely for Liability Relief equal in value to $2,161,139 as of February
15,  2005 to be adjusted accordingly as of closing date for accrued interest and
changes  to  trade  payables,  as  set  forth  on  Exhibit  B,  attached hereto.

1.1     Assets  transferred.  Marine hereby agrees that Property included in the
sale  shall  include  but  not  be  limited  to  the  following  items:

          (a)     property  including,  but not limited to, boat plugs, hull and
deck  molds,  liners  and  small parts molds owned by Marine Holdings as further
described  on  Exhibit  A;

          (b)     all chattel paper of any kind or nature whatsoever, including,
without  limitation, all leases, rental agreements, installment sale agreements,
conditional  sale  agreements and other chattel paper relating to or arising out
of  the  sale,  rental, lease or other disposition of any items owned by Marine;

          (c)     all  general  intangibles  of  any  kind or nature whatsoever,
including,  without  limitation, all payment intangibles, all patents (including
patent number RE36,879 dated September 26, 2000), trademarks associated with the
"Challenger  Offshore"  name  and any other trademarks owned by Marine Holdings,
copyrights  and  other  intellectual  property,  and  all  applications  for,
registrations  of  and licenses of the foregoing, all computer software, product
specifications,  trade  secrets, licenses, trade names, service marks, goodwill,
tax  refunds,  rights  to  tax  refunds,  franchises,  rights related to prepaid
expenses,  rights  under executory contracts, causes of action, all rights under
partnership,  joint  venture, co-ownership, management and/or similar agreements
and/or  arrangements;

          (d)     all tools, dies, jigs and other tangible personal property and
all  accessories  and  parts  relating  thereto;

     (e)     all  commercial  tort  claims;

     (f)     all  letters  of  credit  rights;

          (g)     all  books,  records, computer records, computer disks, ledger
cards,  programs  and  other  computer  materials,  customer and supplier lists,
invoices,  orders  and  other  property  and  general  intangibles  at  any time
evidencing  or  relating  to  any  of  the  Collateral;

          (h)     all  accessions to any of the property described above and all
substitutions,  renewals,  improvements  and  replacements  of  thereto;

          (i)     the  building and surrounding property located at 300 Westlink
Drive,  Washington,  Missouri  63090;

(j)     all  proceeds,  including, without limitation, proceeds which constitute
property  of  the  types described above and any rents and profits of any of the
foregoing  items,  whether  cash  or  noncash,  immediate  or remote, including,
without  limitation, all income, accounts, contract rights, general intangibles,
payment  intangibles, chattel paper, notes, drafts, acceptances, instruments and
other  rights  to  the  payment of money arising out of the sale, rental, lease,
exchange  or  other  disposition  of  any  of  the  foregoing  items;  and

(k)     Any  other  property  not  listed  in  Exhibit  G

1.2     Assets excluded.  The assets listed in Exhibit G are not the property of
Marine  and  to  prevent  any dispute in the future as to ownership, the Company
acknowledges  that  the  assets listed in Exhibit G are the personal property of
Shareholders  and  are not transferred to Xtreme and are expressly excluded from
the  property  being  transferred  herein.  The Shareholders agree to remove the
assets  listed  in  Exhibit  G from the property being acquired prior to Closing
within  thirty  days  (30).

2.  Delivery  of  Shares

Xtreme  and  Shareholders  of  Marine  agree  that on the Closing Date or at the
Closing  as  hereinafter  defined,  certificates  representing all of the Marine
Common  Stock  and  written  approval  from  all  Marine lien holders (the "Lien
Holders")  shall be delivered at Closing to Xtreme in exchange for documentation
which  provides  proof  of  Liability  Relief  as  described  herein.

Each  Marine  Shareholder  shall execute this Agreement and a written consent to
the  exchange  of  their  Marine  Common Stock for the proof of Liability Relief
described  herein.

3.  Pre-Closing  Events

The  Closing  is  subject  to  the  completion  of  the  following:

Marine  and its undersigned shareholder represent and warrant that to their best
information  and  belief,  there  are  no  known material assets or liabilities,
contingent  or fixed arising out of the period of time prior to the closing date
other  than  those  disclosed  on  Exhibits  "B"  and  "D"  attached  hereto.

4.  Exchange  of  Securities

As  of  the  Closing  Date  each  of  the  following  shall  occur:

All outstanding shares of Marine Common Stock shall be deemed, after Closing, to
be  owned  by  Xtreme.  The  holders  of such certificates previously evidencing
shares  of Marine Common Stock outstanding immediately prior to the Closing Date
shall  cease  to  have  any rights or liabilities with respect to such shares of
Marine  Common  Stock.

Any  shares  of  Marine  Common Stock held in the treasury of Marine immediately
prior  to  the  Closing  Date  shall  automatically be canceled and extinguished
without  any  conversion  thereof  and  no  payment  shall  be made with respect
thereto;

5.  Other  Events  Occurring  at  Closing

Intentionally  left  blank.

6.  Delivery  of  Shares

On  the  Closing Date, Marine will cause the Shareholders of Marine to surrender
certificates  for cancellation representing their shares of Marine Common Stock,
upon  written  evidence  of  proof  of  Liability  Relief.

7.  Representations  of  Private  Corporation  Shareholders

Each  Marine  Shareholder hereby represents and warrants each only as to its own
Marine  Common  Stock,  effective  this  date  and  the Closing Date as follows:
Except  as  may  be  noted  in Exhibit "C", the Marine Common Stock is free from
claims,  liens,  or  other  encumbrances,  and  at  the Closing Date said Marine
Shareholder  will  have  good  title  and  the unqualified right to transfer and
dispose  of  such  Marine  Common  Stock,

Said  Marine  Shareholder is the sole owner of the issued and outstanding Marine
Common  Stock  as  set  forth  in  Exhibit  "C";

8.  Representations  of  Marine

Marine  hereby  represents  and  warrants  as  follows,  which  warranties  and
representations  shall  also be true as of the Closing Date:  Except as noted on
Exhibit  "C",  the Shareholders of Marine listed on the attached Exhibit "C" are
the  sole owners of record and beneficially of the issued and outstanding common
stock  of  Marine.

Marine  has  no  outstanding  or  authorized capital stock, warrants, options or
convertible  securities  other  than  as  described  in  the  Marine  Financial
Statements  or  on  Exhibit  "E",  attached  hereto.

The  compiled financial statements for the period ended December 31, 2004, which
have been (or will be prior dissemination of an Information Statement by Xtreme)
delivered  to  Xtreme  (hereinafter  referred  to  as  the  "Marine  Financial
Statements")  are  complete  and  accurate  and  fairly  present  the  financial
condition  of  Marine  as of the dates thereof and the results of its operations
for  the periods covered. There are no material liabilities or obligations known
to  Marine,  either  fixed  or contingent, not disclosed in the Marine Financial
Statements  or  in  any exhibit thereto or notes thereto other than contracts or
obligations  in  the  ordinary  course  of  business;  and  no such contracts or
obligations  in  the  ordinary  course  of  business  constitute  liens or other
liabilities  which  materially  alter  the  financial  condition  of  Marine  as
reflected  in  the  Marine  Financial  Statements.  Marine has good title to all
assets shown on the Marine Financial Statements subject only to dispositions and
other transactions in the ordinary course of business, the disclosures set forth
herein  and  liens  and  encumbrances of record. The Marine Financial Statements
have  been  prepared in accordance with generally accepted accounting principles
consistently  applied  (except  as  may  be  indicated  therein  or in the notes
thereto)  and  fairly  present  the financial position of Marine as of the dates
thereof  and the results of its operations and changes in financial position for
the  periods  then  ended.

Since the date of the Marine Financial Statements for the period ending December
31,  2004, the Shareholders have no knowledge of any material adverse changes in
the  financial  position of Marine except changes arising in the ordinary course
of  business, which changes will in no event materially and adversely affect the
financial  position  of  Marine.

The  Shareholders  will cooperate with the accountants and auditors of Xtreme in
completing  all  necessary  audits  and  records.

The  Shareholders  of  Marine  represents  that  it  is currently a party to the
following  litigation  and  acknowledge  that  any  award  payable in any of the
following  lawsuits  shall  be  the  sole  responsibility  of  the Shareholders:

a.     Omni Erection v. Challenger Offshore, Cause no. 04E1-AC00918, now pending
in Franklin County, Missouri.  This action has been settled under terms in which
Shareholders  shall  pay  to Plaintiffs in that action $10,000 in exchange for a
full  and  final  release  of  Marine  Holdings,  Inc.
b.     Nick  Gooodrich  v.  Marine Holdings, Cause no. 04CV-125184.  This action
has  been  settled  according  to  the  terms of a settlement agreement, and the
Shareholders  agree  to  be  solely  responsible  for  the payment of $91,000 as
described  under  the  terms  described  in that agreement.  If requested by the
Shareholders  prior  to  March 7, 2006, Xtreme agrees to build a standard DDC 33
Open Bow for a cost to Shareholder of $92,000 with a June 1, 2006 delivery date.
c.     Larry  Dawson  v.  Marine  Holdings,  Inc.,  Cause no. 02CV-331080.  This
action has been settled and shareholders will be paying the settlement amount of
$3,500  and  obtaining  a  full  release  of  Marine  Holdings,  Inc.
d.     Kenneth  Barton;  This  is  a  worker's  compensation  claim,  injury no.
03-138649.   Any  award  payable in this action shall be the sole responsibility
of  Shareholders.

Marine  has  no  knowledge  of  any  other  pending  litigation  or, to its best
information  and  belief,  any  governmental  investigation  or  proceeding, not
reflected  in  the  Marine  Financial  Statements, and to its best knowledge, no
litigation,  claims,  assessments or any governmental proceedings are threatened
against  Marine.

Marine  is in good standing in its jurisdiction of incorporation, and is in good
standing  and duly qualified, to do business in each jurisdiction where required
to be so qualified except where the failure to so qualify would have no material
negative  impact  on  Marine.

Marine  has  (or,  by  the  Closing  Date,  will  have)  filed all material tax,
governmental  and/or  related  forms  and  reports  (or  extensions thereof) due
through  December 31, 2004 or required to be filed through December 31, 2004 and
has (or will have) paid or made adequate provisions for all taxes or assessments
which have become due through December 31, 2004.  Xtreme will be responsible for
preparation  of  all  tax  documents  and  the payment of taxes, if any, for the
calendar  year  2005.  Xtreme  will  make available all of the books and records
related  to  the  operation  of  Marine  prior  to  the  date  of closing to the
Shareholders  in  reasonable  times  in  the  future  at  the offices of Xtreme.

Marine  has  not  materially  breached  any  material agreement to which it is a
party.  Marine  has  previously  given  Xtreme  copies  or access thereto of all
material  contracts,  commitments  and/or  agreements to which Marine is a party
including  all  relationships  or  dealings  with related parties or affiliates.

Marine  has  made  all  material  corporate financial records, minute books, and
other  corporate  documents  and  records  requested  for  review  to present to
management of Xtreme prior to the Closing Date, during reasonable business hours
and  on  reasonable  notice,  with  the  exception  of:

a.     all  corporate  tax  returns  for  years  prior  to  2004  and  financial
       statements  relating  to  same  years,
b.     real  estate  tax  returns  for  prior  years,
c.     all  Marine  financial  records  prior  to  2004,
d.     documentation  relating  to the purchase of Mariah molds (including proof
       of  purchase  and  the  dollar  amount),
e.     titles  to  all  vehicles  and  MSO's or titles to Marine owned trailers,
f.     patent  paperwork;  and
g.     original  signed  Schoell  Marine  royalty  agreement.

Shareholders  agree  to  provide  the  documentation that is in their possession
listed  above  in  subsections  a  through  g  and any other corporate documents
related  to Marine Holdings, Inc. that is in their possession by March 10,, 2006
at  5 pm.  On March 11, 2006, the Shareholders agree that they will pay Xtreme a
penalty  of  $1,000 per calendar day for each day Shareholders have not provided
all  of the documentation that is in their possession listed above.   Payment of
the  $1,000  will  be due daily.  If Shareholders do not pay the penalty as due,
interest of eighteen percent (18%) compounded daily will accrue and Shareholders
agree that they will be responsible for all costs of Xtreme necessary to collect
any  outstanding  penalty including costs of counsel and court costs.  No action
by  Xtreme  will  be  deemed  a  waiver  of  this  penalty  provision.

The  execution  of  this  Agreement  does  not  materially violate or breach any
material  agreement  or  contract  to  which Marine is a party and has been duly
authorized  by  all  appropriate and necessary corporate action under the law of
the  State  of  Missouri  or  other  applicable  law  and  Marine, to the extent
required,  has  obtained  all  necessary  approvals  or consents required by any
agreement  to  which  Marine  is  a  party.

Marine  will assign or transfer any and all contract rights, including licensing
rights,  to Xtreme.  The execution of this agreement will not terminate or cause
a  default  in any material contract or license to which Marine is a party.  The
Shareholders  will  cooperate  with  Xtreme  in  the  assignment  or transfer of
Marine's  rights  to  Xtreme  under  any  contract  or  license.

All  disclosure  information  regarding  Marine,  which  has  been  provided  by
Shareholders  or  otherwise delivered to Xtreme by Marine, for use in connection
with  the  transaction  (the  "Acquisition") described herein to the best of the
Shareholder's knowledge is true, complete and accurate in all material respects.

9.  Representations  of  Xtreme

Xtreme, to the best of its knowledge, hereby represents and warrants as follows,
each of which representations and warranties shall continue to be true as of the
Closing  Date.

Xtreme  has  the corporate power to enter into this Agreement and to perform its
respective  obligations  hereunder. The execution and delivery of this Agreement
and  the  consummation  of  the  transactions contemplated herein have been duly
authorized by the board of directors of Xtreme. The execution and performance of
this  Agreement  will  not  constitute  a  material  breach  of  any  agreement,
indenture,  mortgage, license or other instrument or document to which Xtreme is
a  party  and will not violate any judgment, decree, order, writ, rule, statute,
or  regulation  applicable  to  Xtreme  or  its  properties.  The  execution and
performance of this Agreement will not violate or conflict with any provision of
the  Articles  of  Incorporation  or  by-laws  of  Xtreme.

10.  Closing

The  "Closing  Date"  of  the transactions described herein (the "Acquisition"),
shall  be  on  or  about  February  28,  2006.

11.  Conditions  Precedent  to  Obligations  of  Marine.

All  obligations  of Marine under this Agreement are subject to the fulfillment,
prior  to  or  as of the Closing and/or the Closing Date, as indicated below, of
each  of  the  following  conditions:

The  representations  and warranties by or on behalf of Xtreme contained in this
Agreement or in any certificate or document delivered pursuant to the provisions
hereof  shall  be  true  in  all  material respects at and as of the Closing and
Closing  Date  as though such representations and warranties were made at and as
of  such  time.

Xtreme  shall  have  performed  and complied with all covenants, agreements, and
conditions  set  forth  in,  and shall have executed and delivered all documents
required  by  this  Agreement  to  be performed or complied with or executed and
delivered  by  it  prior  to  or  at  the  Closing.

On  or  before  the  Closing,  the  board  of  directors, shall have approved in
accordance  with  applicable state corporation law the execution and delivery of
this  Agreement  and  the  consummation of the transactions contemplated herein.

On  or  before the Closing Date, Xtreme shall have delivered to Marine certified
copies of resolutions of the board of directors authorizing all of the necessary
and  proper  action  to enable Xtreme to comply with the terms of this Agreement
and  all  matters  outlined  herein.

The  Acquisition  shall  be  permitted  by  applicable  law.

At  the  Closing,  all  instruments  and  documents  delivered  to  Marine  and
Shareholders  of  Marine  pursuant  to the provisions hereof shall be reasonably
satisfactory  to  legal  counsel  for  Marine.

Marine  and  Shareholders  of Marine shall have received the advice of their tax
advisor,  if deemed necessary by them, as to all tax aspects of the Acquisition.

Marine  shall  have  received  all necessary and required approvals and consents
from  required  parties,  its  shareholders  and  the  Lien  Holders.

At  the Closing, Xtreme shall have delivered to Marine an opinion of its counsel
dated  as  of  the  Closing  to  the  effect  that:

Xtreme  is  a  corporation duly organized, validly existing and in good standing
under  the  laws  of  the  jurisdiction  of  its  incorporation;

This Agreement has been duly authorized, executed and delivered by Xtreme and is
a  valid  and  binding  obligation  of Xtreme enforceable in accordance with its
terms;

Xtreme  through  its board of directors and shareholders has taken all corporate
action  necessary  for  performance  under  this  Agreement;

The  documents  executed  and  delivered by Xtreme to Marine and Shareholders of
Marine  hereunder  are  valid  and  binding  in  accordance  with  their  terms.

Xtreme  has  the  corporate  power  to  execute,  deliver and perform under this
Agreement;

Legal  counsel  of  Xtreme  is  not aware of any liabilities, claims or lawsuits
involving  Xtreme  except  those  disclosed  herein.

12.  Conditions  Precedent  to  Obligations  of  Xtreme

All  obligations  of Xtreme under this Agreement are subject to the fulfillment,
prior  to  or  at  the  Closing,  of  each  of  the  following  conditions:

The  representations  and  warranties  by  Marine  and  Shareholders  of  Marine
contained in this Agreement or in any certificate or document delivered pursuant
to the provisions hereof shall be true in all material respects at and as of the
Closing  as  though  such  representations and warranties were made at and as of
such  time.

Marine  shall  have  performed  and complied with, in all material respects, all
covenants, agreements, and conditions required by this Agreement to be performed
or  complied  with  by  it  prior  to  or  at  the  Closing;

Marine  shall  deliver  an  opinion  of  its  legal  counsel to the effect that:

Marine  is  a  corporation duly organized, validly existing and in good standing
under  the laws of its jurisdiction of incorporation and is duly qualified to do
business  in  any  jurisdiction where so required except where the failure to so
qualify  would  have  no  material  adverse  impact  on  Marine;

This  Agreement  has  been  duly  authorized,  executed and delivered by Marine.

The  documents  executed  and  delivered by Marine and Shareholders of Marine to
Xtreme  hereunder  are valid and binding in accordance with their terms and vest
in Xtreme all right, title and interest in and to the Marine Common Stock, which
stock  is  duly  and  validly  issued,  fully-paid  and  non-assessable.

Marine  shall  deliver  a  written  approval  of  the  Acquisition from the Lien
Holders.

13.  Indemnification

Marine  and  Shareholders  of  Marine  hereby agree to indemnify, hold harmless,
assume,  pay  and/or  reimburse  Xtreme,  its officers, directors, shareholders,
employees,  agents,  successors,  and  assignees,  for  any and all liabilities,
damages,  claims,  suits,  judgments,  costs, and expenses (including reasonable
attorney's  fees and court costs) directly or indirectly incurred by Xtreme as a
result  of  any misrepresentation or omission made by Marine or the Shareholders
of  Marine  pursuant  to  this  Agreement.

Xtreme  hereby  agrees to indemnify, hold harmless, assume, pay and/or reimburse
Marine,  its  officers,  directors, shareholders, employees, agents, successors,
and  assignees,  for any and all liabilities, damages, claims, suits, judgments,
costs,  and  expenses  (including  reasonable  attorney's  fees and court costs)
directly  or  indirectly  incurred  by  Marine  as  a  result of Xtreme's or the
Shareholders  of  Xtreme's  gross  negligence,  or  resulting  from  any
misrepresentation  or  omission  made  by  Xtreme  or the Shareholders of Xtreme
pursuant  to  this  Agreement.

14.  Nature  and  Survival  of  Representations

All  representations,  warranties  and  covenants  made  by  any  party  in this
Agreement  shall  survive  the  Closing and the consummation of the transactions
contemplated hereby for one (1) year from the Closing. All of the parties hereto
are  executing  and  carrying  out  the provisions of this Agreement in reliance
solely on the representations, warranties and covenants and agreements contained
in  this  Agreement and not upon any investigation upon which it might have made
or  any  representation, warranty, agreement, promise or information, written or
oral, made by the other party or any other person other than as specifically set
forth  herein.

15.  Documents  at  Closing

At  the  Closing,  the  following  documents  shall  be  delivered:

15.1  Marine's  Deliveries

Marine  will  deliver,  or  will cause to be delivered, to Xtreme the following:

A  certificate  executed  by the President and Secretary of Marine to the effect
that  all representations and warranties made by Marine under this Agreement are
true  and  correct  as  of  the  Closing, the same as though originally given to
Xtreme  on  said  date;

A certificate from the jurisdiction of incorporation of Marine dated on or about
the Closing to the effect that Marine is in good standing under the laws of said
jurisdiction;

Such  other  instruments, documents and certificates, if any, as are required to
be  delivered  pursuant  to  the  provisions  of  this  Agreement;

Certified  copies  of  resolutions  adopted by the shareholders and directors of
Marine  authorizing  this  transaction;

The  legal  opinion  required  by  Section  12  hereof;  and

All  other  items,  the  delivery  of  which  is  a  condition  precedent to the
obligations  of  Xtreme  as  set  forth  herein.

A  written  approval  of  the  Acquisition  from  the  Lien  Holders.

15.2  Xtreme's  Deliveries

A certificate of the President of Xtreme, to the effect that all representations
and  warranties  of  Xtreme made under this Agreement are true and correct as of
the  Closing;

Certified  copies  of  resolutions  adopted  by  Xtreme's  board  of  directors
authorizing  the  Acquisition  and  all  related  matters  described  herein;

Opinion  of  Xtreme's  counsel  as  described  in  Section  11  above;

Such other instruments and documents as are required to be delivered pursuant to
the  provisions  of  this  Agreement;

All  other  items,  the  delivery  of  which  is  a  condition  precedent to the
obligations  of  Marine,  as  set  forth  in  Section  12  hereof.



16.  Finder's  Fees

Marine  has  previously  informed  Xtreme  that  it entered into an agreement to
provide  a  finder's  fee  to Mark Sage and/or the CMA Group, LLC  in connection
with  Xtreme's  purchase  of Marine.  Xtreme agrees to indemnify and hold Marine
and/or  shareholders  harmless  and  pay  on  their behalf any and all costs and
expenses,  including  reasonable  attorneys  fees  as  they are incurred in this
matter  and  any  ultimate  court  judgment  that  is  rendered  to  Mark  Sage.



17.  Miscellaneous

17.1  Further  Assurances

At  any  time,  and  from  time to time, after the Closing Date, each party will
execute  such  additional  instruments and take such action as may be reasonably
requested  by  the  other  party  to  confirm  or  perfect title to any property
transferred  hereunder or otherwise to carry out the intent and purposes of this
Agreement.

17.2  Waiver

Any  failure  on  the  part  of  any  party  hereto  to  comply  with any of its
obligations,  agreements or conditions hereunder may be waived in writing by the
party  to  whom  such  compliance  is  owed.

17.3  Amendment

This  Agreement  may  be  amended  only  in  writing as agreed to by all parties
hereto.

17.4  Notices

All  notices and other communications hereunder shall be in writing and shall be
deemed  to have been given if delivered in person or sent by prepaid first class
registered  or  certified  mail,  return  receipt  requested.

17.5  Headings

The  section  and  subsection  headings  in  this  Agreement  are  inserted  for
convenience  only  and shall not affect in any way the meaning or interpretation
of  this  Agreement.

17.6  Counterparts

This  Agreement may be executed simultaneously in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one  and  the  same  instrument.


17.7  Governing  Law

This  Agreement  shall  be construed and enforced in accordance with the laws of
the  State  of  Missouri.

17.8  Binding  Effect

This Agreement shall be binding upon the parties hereto and inure to the benefit
of  the  parties,  their respective heirs, administrators, executors, successors
and  assigns.

17.9  Entire  Agreement

This  Agreement and the attached Exhibits constitute the entire agreement of the
parties  covering everything agreed upon or understood in the transaction. There
are  no  oral  promises,  conditions,  representations,  understandings,
interpretations  or  terms  of  any  kind  as  conditions  or inducements to the
execution  hereof.

17.10  Severability

If  any  part of this Agreement is deemed to be unenforceable the balance of the
Agreement  shall  remain  in  full  force  and  effect.



*****  THE  REST  OF  THIS  PAGE  HAS  BEEN  INTENTIONALLY  LEFT  BLANK  *****


<PAGE>




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

XTREME  COMPANIES,  INC.


By:  /s/  Kevin  Ryan
     -----------------
Name:  Kevin  Ryan
Title:  President  and  CEO


RONALD  DIBARTOLO,  INDIVIDUALLY


By:    /s/  Ronald  DiBartolo
       ----------------------
Name:  Ronald  DiBartolo
Title:  Marine  Holdings,  Shareholder


GAILYNN  DIBARTOLO,  INDIVIDUALLY


By:     /s/  Gailynn  DiBartolo
        -----------------------
Name:  Gailynn  DiBartolo
Title:  Marine  Holdings,  Shareholder

MARINE  HOLDINGS,  INC.


By:      /s/  Ronald  DiBartolo
         ----------------------
Name:  Ronald  DiBartolo
Title:  President


                                    EXHIBITS
                                    --------

EXHIBIT  A     LIST  OF  BOAT PLUGS, HULL AND DECK MOLDS, LINERS AND SMALL PARTS
               MOLDS  OWNED  BY  MARINE  HOLDINGS,  INC.
EXHIBIT  B     LIABILITIES  ASSUMED  AS  PART  OF  THE  TRANSACTION
EXHIBIT  C     SHAREHOLDERS  OF  MARINE
EXHIBIT  D     FINANCIALS  OF  MARINE
EXHIBIT  E     CAPITALIZATION  OF  MARINE
EXHIBIT  F     INTENTIONALLY  LEFT  BLANK
EXHIBIT  G     LIST OF ASSETS AND EQUIPMENT RELATED TO CAT MOLDS OWNED PRIVATELY
               BY  SHAREHOLDERS
<PAGE>

<TABLE>
<CAPTION>



<S>                                   <C>         <C>                      <C>
EXHIBIT B - MARINE HOLDINGS, INC.

VENDOR . . . . . . . . . . . . . . .  INVOICE #   DUE DATE                 TOTAL DUE
ADVERTISING
------------------------------------

Benne Publishing                                     7/31/03 thru 6/30/04  $    6,440.00
SWBYP St. Louis 51000                                                      $    1,420.27

LEGAL

Herzog/Crebs  (S. Yost). . . . . . .       72782               11/15/2004  $      495.04

GENERAL VENDORS

Nance Marine Repair (KY-42' repairs)        1856                8/22/2004  $    1,337.13
Plasteak . . . . . . . . . . . . . .     2012267                5/16/2004  $      713.57
Reliable Workforce . . . . . . . . .       16612                8/28/2003  $      445.44

TOTAL                                                                      $   10,851.45



LIMBO FILE
Accuform . . . . . . . . . . . . . .       20654               10/25/2003  $      214.82
------------------------------------  ----------  -----------------------  -------------
                                           20822               11/24/2003  $      153.31
Dustin Grey. . . . . . . . . . . . .  Various                              $    3,124.24
ECCI . . . . . . . . . . . . . . . .        8126                           $       89.00
Morris & Klippel . . . . . . . . . .       11758                           $    1,622.50
Roberts, Dave                                                              $       78.00
Spartek. . . . . . . . . . . . . . .  0120370-IN                           $      247.62
St. Louis Testing. . . . . . . . . .       38590                 7/3/2003  $      375.00

TOTAL                                                                      $    5,904.49



LOANS & CREDIT CARDS
Inventory Systems/Shipman                                                  $   50,000.00
------------------------------------                                       -------------
Bank Star of Leadbelt                             estimated amount         $   28,250.78

Sun Security - 300 Westlink Drive. .  1951658660  approx amount            $1,670,995.02
Sun Security - Molds . . . . . . . .  1951658661  approx amount            $  630,141.18
Sun Security - Ranch . . . . . . . .  1951658663  approx amount            $  413,064.66
Sun Security - Credit Line Wrap-up .  1951658662  approx amount            $  247,228.16

WIP Loans with Sun Security
1951658671 . . . . . . . . . . . . .         111  approx amount            $   87,632.00
1951658677 . . . . . . . . . . . . .         118  approx amount            $   52,574.00
1951658679 . . . . . . . . . . . . .         120  approx amount            $   52,574.00
1918556961 . . . . . . . . . . . . .         128  approx amount            $   65,009.00
1918556962 . . . . . . . . . . . . .         129  approx amount            $   63,055.00
1918556964 . . . . . . . . . . . . .         131  approx amount            $   50,661.00
1918556965 . . . . . . . . . . . . .         132  approx amount            $   54,525.25
1918556966 . . . . . . . . . . . . .         133  approx amount            $   57,371.00
1918556967 . . . . . . . . . . . . .         134  approx amount            $    9,273.00
1918556968 . . . . . . . . . . . . .         135  approx amount            $   24,403.00
1918556969 . . . . . . . . . . . . .         136  approx amount            $    9,273.00
1918556970 . . . . . . . . . . . . .      138-MM  approx amount            $   41,688.00
1918556971 . . . . . . . . . . . . .      139-NN  approx amount            $  101,002.00
1918556972 . . . . . . . . . . . . .      140-00  approx amount            $   61,000.00
1918556973 . . . . . . . . . . . . .      141-PP  approx amount            $  101,002.00
1918556974 . . . . . . . . . . . . .      142-QQ  approx amount            $   50,997.00
1918556975 . . . . . . . . . . . . .      143-RR  approx amount            $   60,000.00
1918556977 . . . . . . . . . . . . .      145-TT  approx amount            $   62,176.00
1918556979 . . . . . . . . . . . . .      147-VV  approx amount            $   45,272.00
1918556981 . . . . . . . . . . . . .      149-XX  approx amount            $   62,176.00
1918556982 . . . . . . . . . . . . .      150-YY  approx amount            $   28,211.00

Bank of America Payable - 0701                    balance after Feb pymt   $    4,552.10
Bank of America Payable - 0719                    balance after Feb pymt   $    9,396.85
Bank of America Payable - 0735                    balance after Feb pymt   $    9,322.08
Chase Payable - 2477                              balance after Feb pymt   $    9,180.46
Citi Cards Payable - 9989                         balance after Feb pymt   $    6,888.90
Discover Payable - 5594                           balance after Feb pymt   $   10,378.41
MBNA Payable - 4346                               balance after Feb pymt   $    9,587.11
MBNA Payable - 9209                               balance after Feb pymt   $   17,833.36

TOTAL                                                                      $4,256,693.32



GRAND TOTAL                                                                $4,273,449.26



BREAK OUT                                         TOTAL
Vendor Debt                                       $             16,755.94
------------------------------------              -----------------------
Notes Payable                                     $             50,000.00
------------------------------------              -----------------------
WIP Financing                                     $          1,139,874.25
------------------------------------              -----------------------
Sun Security Debt                                 $            877,369.34
------------------------------------              -----------------------
Property: 300 Westlink                            $          2,112,310.46
------------------------------------              -----------------------
Credit Card Debt                                  $             77,139.27
------------------------------------              -----------------------
TOTAL                                             $          4,273,449.26
------------------------------------              -----------------------


</TABLE>

<PAGE>

                                    EXHIBIT C
        MARINE HOLDINGS, INC. SHAREHOLDERS APPROVING/DISAPPROVING MERGER

The  following  shareholders being all the shareholders of Marine have agreed to
and  accepted  the Stock Acquisition Agreement between Marine Holdings, Inc. and
Xtreme  Companies,  Inc.:


                    By:    /s/  Ronald  DiBartolo_
                           ----------------------

                    Name:  Ronald  DiBartolo

                    Date:  February  28,  2006
                           -------------------

                    By:    /s/  Gailynn  DiBartolo
                           -----------------------

                    Name:  Gailynn  DiBartolo

                    Date:  February  28,  2006
                           -------------------

<PAGE>

EXHIBIT  D-CHALLENGER  FINANCIALS  FOR  THE  YEAR  ENDING  DECEMBER  31,  2005

<TABLE>
<CAPTION>



<S>         <C> <C>       <C>                       <C>                             <C>


            ORDINARY INCOME/EXPENSE
               INCOME
                                                                                   JAN - DEC 05
                                                                                   -------------

                          PARTS INCOME                                                  1,591.75
                          4100 - SALES INCOME - XTREME                              1,580,812.44
                          4150 - NON-XTREME BOAT SALES INCOME                        -292,982.28
                                                                                   --------------
               TOTAL INCOME                                                         1,289,421.91

               COST OF GOODS SOLD
                          FREIGHT OUT                                                   6,070.36
                          MATERIAL BURDEN
                            FREIGHT-IN COSTS                                           22,655.93
                                                                                   --------------
                          TOTAL MATERIAL BURDEN                                        22,655.93


                          5000 - COST OF GOODS SOLD - MATERIALS                     1,069,601.45
                          5010 - DIRECT MATERIALS - COGS                              631,113.23
                          5020 - ROYALTIES                                              5,016.00
                          5100 - DIRECT LABOR - COGS                                  746,713.41
                                                                                   --------------
               TOTAL COGS                                                           2,481,170.38
                                                                                   --------------

               GROSS PROFIT                                                        -1,191,748.47
                 EXPENSE

                          ADMINISTRATION
                                                   AMORTIZATION OF LOAN FEES            3,800.00
                                                   BANK SERVICE CHARGES                 8,289.39
                                                   BUS INSURANCE - AUTO                 3,988.71
                                                   BUS INSURANCE - FLOOD                1,174.86
                                                   BUS INSURANCE - GEN LIABILITY       41,307.06
                                                   BUS INSURANCE - WORKER'S COMP       22,388.28
                                                   BUSINESS LICENSE & FEES              1,191.47
                                                   DUES AND SUBSCRIPTIONS                 101.00
                                                   EMPLOYEE BENEFITS                    2,481.61
                                                   EMPLOYEE MEDICAL INSURANCE           2,621.91
                                                   EMPLOYEE TESTING SAFETY/MEDICAL      1,963.00
                                                   LICENSES AND PERMITS                  -143.00
                                                   MAINT & REPAIRS - OFFICE EQUIP       1,411.40
                                                   MISCELLANEOUS                        2,424.45
                                                   OFFICE FURNITURE                       684.91
                                                   OFFICE SUPPLIES                      7,295.83
                                                   OPER LEASE - OFFICE EQUIPMENT        2,088.49
                                                   PAYROLL MISCELLANEOUS                4,350.00
                                                   PAYROLL TAXES - FUTA                 3,788.60
                                                   PAYROLL TAXES - MEDICARE            14,411.00
                                                   PAYROLL TAXES - MO UNEMPLOYMENT     16,767.44
                                                   PAYROLL TAXES - SOCIAL SECURITY     61,619.52
                                                   PAYROLL TAXES FROM PAYCHEX               0.00
                                                   PENALTIES AND MISC LATE CHGS         1,563.43
                                                   PERSONAL PROP TAX - M&E            197,187.85
                                                   POSTAGE AND SHIPPING                 2,657.46
                                                   PROF SVCS - ACCOUNTING               7,110.00
                                                   PROF SVCS - ALARM SVC                  797.50
                                                   PROF SVCS - LEGAL                       96.25
                                                   PROF SVCS - OTHER                   10,138.76
                                                   PROF SVCS - PAYROLL                  1,519.24
                                                   REAL ESTATE TAX                     16,909.34
                                                   TELEPHONE & FAX                      5,587.50
                                                   TRAVEL - BUSINESS MEALS              1,472.98
                                                   TRAVEL - LODGING                       526.89
                                                   TRAVEL - PERSONAL CAR                  647.49
                                                   TRAVEL  - MEALS & ENTERTAINMENT        781.90
                                                   WAGES - CLERICAL                    23,359.39
                                                   WAGES - HRLY FROM PAYCHEX              189.57
                                                   WAGES - OT CLERICAL                    162.00
                                                   WAGES - SALARY FROM PAYCHEX              0.00
                                                                                   --------------
                          TOTAL ADMINISTRATION                                        474,713.48

                          BUILDING OCCUPANCY
                                                   CLEANING SUPPLIES                      160.46
                                                   DEPRECIATION EXP - REAL ESTATE         847.00
                                                   JANITORIAL SERVICES                  1,248.00
                                                   LAWN MAINTENANCE                     4,362.47
                                                   MAINT & REPAIR - BUILDING            2,922.82
                                                   MAINT & REPAIR - M&E                 1,315.58
                                                   OUTSIDER SERVICES - OTHER            1,264.78
                                                   RENT EXPENSE TO R DIBARTOLO         66,000.00
                                                   SECURITY SERVICES                    1,282.00
                                                   UTILITIES - ELECTRIC                30,669.97
                                                   UTILITIES - TRASH                    4,761.60
                                                   UTILITIES - WATER/SEWER                436.44
                                                                                   --------------
                          TOTAL BUILDING OCCUPANCY                                    115,271.12

                          MANUFACTURING - LAMINATION
                                                   MAINT & REPAIR - M&E                 1,781.39
                                                   OPER LEASE - M&E                    11,063.43
                                                   SHOP SUPPLIES                        2,240.00
                                                   WAGES - DIRECT LABOR                     0.00
                                                   WAGES - OT LAMINATION                    0.00
                                                   WAGES - SUPERVISION                      0.00
                                                                                   --------------
                          TOTAL MANUFACTURING - LAMINATION                             15,084.82

                          MANUFACTURING - RIGGING
                                                   MAINT & REPAIR - M&E                   658.22
                                                   SHOP SUPPLIES                        1,161.52
                                                   TRAVEL - LODGING                       656.05
                                                   WAGES - DIRECT LABOR                     0.00
                                                   WAGES - OT RIGGING                       0.00
                                                   WAGES - SUPERVISION                      0.00
                                                                                   --------------
                          TOTAL MANUFACTURING - RIGGING                                 2,475.79

                          MANUFACTURING - TOUCHUP
                                                   EMPLOYEE MEDICAL INSURANCE           3,216.33
                                                   WAGES - DIRECT LABOR                     0.00
                                                   WAGES - OT TOUCH-UP                      0.00
                                                                                   --------------
                          TOTAL MANUFACTURING - TOUCHUP                                 3,216.33

                          MANUFACTURING - UPHOLSTERY
                                                   SALARY - UPHOLSTERY SPV                  0.00
                                                                                   --------------
                          TOTAL MANUFACTURING - UPHOLSTERY                                  0.00

                          MANUFACTURING OVERHEAD
                                                   DEPRECIATION EXP - M&E               7,100.00
                                                   DEPRECIATION EXP - MOLDS            76,529.32
                                                   EMPLOYEE MEDICAL INSURANCE          13,364.48
                                                   EQUIPMENT RENTAL                    15,090.77
                                                   FORKLIFT PROPANE                       400.05
                                                   M & R - EQUIPMENT                    9,493.55
                                                   M&E - LOW DOLLAR                     1,654.25
                                                   OPER LEASE - M&E                     1,493.07
                                                   OUTSIDE SERVICE - WATER COOLER          55.62
                                                   OUTSIDE SERVICES - JANITORIAL        3,542.00
                                                   OUTSIDE SERVICES - OTHER             9,960.68
                                                   SAFETY SUPPLIES                        305.61
                                                   SHOP SUPPLIES                       30,195.73
                                                   TRAVEL - AIRFARE                     2,766.20
                                                   TRAVEL - BUSINESS MEALS                958.36
                                                   TRAVEL - LODGING                     4,474.21
                                                   TRAVEL - MEALS & ENTERTAINMENT         254.05
                                                   TRAVEL - PERSONAL CAR                1,204.05
                                                   TRAVEL - RENTAL CAR                  1,187.01
                                                   VEHICLE GASOLINE                     4,697.13
                                                   VEHICLE REGISTRATION & LICENSE         190.23
                                                   VEHICLE REPAIRS & MAINTENANCE        1,006.35
                                                   WAGES - CARPENTER IND LBR            2,631.26
                                                   WAGES - DIRECT LABOR                     0.00
                                                   WAGES - INDIRECT LABOR              54,855.10
                                                   WAGES - OT MFG OVERHEAD              3,303.75
                                                   WAGES - SUPERVISION                 55,962.47
                                                   WARRANTY REPAIR EXPENSE                 50.00
                                                                                   --------------
                          TOTAL MANUFACTURING OVERHEAD                                302,725.30

                          PURCHASING
                                                   DUES & SUBSCRIPTIONS                    30.00
                                                   WAGES - BUYER                       10,491.50
                                                   WAGES - OT PURCHASING                1,675.89
                          TOTAL PURCHASING                                             12,197.39

                          R&D - RACING
                                                   EMPLOYEE MEDICAL INSURANCE             966.26
                                                   WAGES - RACING/R&D                   1,692.31
                                                                                   --------------
                          TOTAL R&D - RACING                                            2,658.57

                          SALES AND MARKETING
                                                   ADVERTISING EXPENSES                18,009.74
                                                   BOAT DESIGN                            473.87
                                                   BOAT TESTING & DEMOS                 3,709.43
                                                   CONFERENCES & SEMINARS                 769.71
                                                   CUSTOMER POLICY ADJUSTMENT          14,070.17
                                                   CUSTOMER WARRANTY EXPENSE            9,979.84
                                                   DUES & SUBSCRIPTIONS                 1,433.13
                                                   EMPLOYEE MEDICAL INSURANCE           3,672.04
                                                   EXECUTIVE LIFE INSURANCE             5,636.73
                                                   POSTAGE & SHIPPING                   1,676.32
                                                   PRINTING AND REPRODUCTION            1,578.62
                                                   TRAVEL - AIRFARE                     5,010.28
                                                   TRAVEL - BUSINESS MEALS              1,051.43
                                                   TRAVEL - LODGING                     2,444.40
                                                   TRAVEL - MEALS & ENTERTAINMENT       3,076.44
                                                   TRAVEL - PERSONAL CAR                1,603.79
                                                   TRAVEL - RENTAL CAR                  1,151.55
                                                   WAGES - SALESMAN & DESIGN          117,346.05
                                                   WEBSITE DEVELOPMENT/MAINT            5,574.50
                                                                                   --------------
                          TOTAL SALES AND MARKETING                                   198,268.04
                                                                                   --------------
                          6999 - UNCATEGORIZED EXPENSES                                     0.00

                 TOTAL EXPENSE                                                      1,126,610.84
                                                                                   --------------
            NET ORDINARY INCOME                                                    -2,318,359.31

            OTHER INCOME/EXPENSE
                 OTHER INCOME
                          7000 - OTHER INCOME                                             172.12
                                                                                   --------------
                 TOTAL OTHER INCOME                                                       172.12

                 OTHER EXPENSE
                 INTEREST EXPENSE - CREDIT CARDS                                       22,465.87
                 INTEREST EXPENSE - SUN SECURITY
                                                  INTEREST EXP - BLDG & LAND           61,723.27
                                                  INTEREST EXP - MOLD LOAN             43,923.08
                                                  INTEREST EXP - WIP LOANS             50,406.09
                                                  INTEREST EXP - WRAP UP LOAN          27,968.82
                                                                                   --------------
                 TOTAL INTEREST EXPENSE - SUN SECURITY                                184,021.26
                          6900 - INTEREST EXPENSE                                      27,853.42
                          8000 - OTHER EXPENSES                                             0.00
                                                                                   --------------
                 TOTAL OTHER EXPENSE                                                  234,340.55
                                                                                   --------------
                 NET OTHER INCOME                                                    -234,168.43
                                                                                   --------------
            NET INCOME                                                             -2,552,527.74
                                                                                   ==============
</TABLE>

<PAGE>

<TABLE>
<CAPTION>



<S>                <C>                <C>                       <C>
SHAREHOLDER . . .  ADDRESS            CITY, STATE, ZIP          SHARES
-----------------  -----------------  ------------------------  ------
Ronald DiBartolo
-----------------
Gailynn DiBartolo
-----------------
                   7476 Sungold Ave.  Corona, CA  92880
                   -----------------  ------------------------

                         40 Bretagne  Newport Coast, CA  92657
                   -----------------  ------------------------

                                      Total
                                      ------------------------
</TABLE>

February _____, 2006