Exhibit 4.56

                                 PROMISSORY NOTE

FACE  AMOUNT                                        $302,400
PRICE                                               $252,000
INTEREST  RATE                                      0%  per  month
NOTE  NUMBER                                        January  -  2005-101
ISSUANCE  DATE                                      January  3,  2006
MATURITY  DATE                                      January  3,  2011

     FOR  VALUE  RECEIVED,  Xtreme  Companies,  Inc.,  a Nevada corporation (the
"Company"),  (OTC  BB:  XTME)  hereby  promises to pay DUTCHESS PRIVATE EQUITIES
FUND,  II,  L.P. (the "Holder") within the Maturity Date, or earlier, the Amount
of  Three Hundred and Two Thousand Four Hundred Dollars ($302,400) U.S., in such
amounts,  at such times and on such terms and conditions as are specified herein
(this  "Note").

     Any capitalized term not defined in this Note are defined in the Investment
Agreement  for  the  Equity Line of Credit between Preston Capital Partners, LLC
(the  "Investor")  and  the  Company  (the  "Equity  Line").

ARTICLE  1          METHOD  OF  PAYMENT

     Payments  made  by  the  Company  in  satisfaction  of  this  Note  (each a
"Payment,"  and  collectively,  the "Payments") shall be made from each Put from
the  Equity  Line  of  Credit  with  the  Investor  given  by the Company to the
Investor.   The  Company  shall make payments to the Holder in the amount of One
Hundred  percent (100%) of each Put Amount (the "Payment Amount") until the Face
Amount  is  paid in full, minus any fees due.   First payment will be due at the
successful Closing of the first Put ("Payment Date" or "Payment Dates"), and all
subsequent  payments  will be made at the Closing of every Put thereafter, until
this  Note  is  paid in full.   Notwithstanding any provision to the contrary in
this  Note,  the  Company  may pay in full to the Holder the Face Amount, or any
balance  remaining thereof, in readily available funds at any time and from time
to  time  without penalty.  Failure to do so will constitute an Event of Default
under  this  Agreement  and  the  Holder may immediately seek to take actions as
described  under  Article  4  of  this  Agreement.

     Payments  pursuant  to this Note shall be made directly from the Closing of
each  Put  ("Put  Closing")  and  shall be wired directly to the Holder from the
Investor  on  the  Closing  Date.

     The Company hereby authorizes the Investor to make Payments directly to the
Holder upon Closing of each Put.  The Agreement shall serve as authorization for
disbursement  of  any  funds  from  the  Equity Line until such time as the Face
Amount  is  received.

ARTICLE  2             RESERVED

ARTICLE  3             UNPAID  AMOUNTS

     In  the  event  that  on  the  Maturity  Date the Company has any remaining
amounts unpaid on this Note (the "Residual Amount"), the Holder can exercise its
right to increase the Residual Amount by ten percent (10%) as an initial penalty
AND  two  and  one-half  percent  (2.5%)  per  month  paid  as  liquated damages
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("Liquidated  Damages").  The  Liquated Damages will be compounded daily. If the
---
aforementioned  occurs,  the  Company  will  be  in  Default and the remedies as
described  in  Article  4  may  be  taken at the Holder's discretion.  It is the
intention and acknowledgement of both parties that the Liquidated Damages not be
deemed  as  interest.

ARTICLE  4          DEFAULTS  AND  REMEDIES

Section 4.1     Events of Default.  An "Event of Default" or "Default" occurs if
     (a)  the  Company does not make the Payment of the Face Amount of this Note
within  two  (2)  business  days  of  the  Maturity  Date,  as  applicable, upon
redemption  or  otherwise, (b) the Company, pursuant to or within the meaning of
any  Bankruptcy  Law  (as hereinafter defined):  (i) commences a voluntary case;
(ii)  consents  to the entry of an order for relief against it in an involuntary
case;  (iii) consents to the appointment of a Custodian (as hereinafter defined)
of  it  or  for  all  or substantially all of its property; (iv) makes a general
assignment  for  the  benefit  of  its  creditors;  or  (v) a court of competent
jurisdiction  enters  an  order or decree under any Bankruptcy Law that:  (A) is
for  relief against the Company in an involuntary case; (B) appoints a Custodian
of  the  Company  or for all or substantially all of its property; or (C) orders
the  liquidation of the Company, and the order or decree remains unstayed and in
effect  for  sixty (60) calendar days; (c) the Company's $0.001 par value common
stock (the "Common Stock") is suspended or is no longer listed on any recognized
exchange, including an electronic over-the-counter bulletin board, for in excess
of  two (2) consecutive trading days; or (d) the registration statement FILE NO.
333-127825 for the underlying shares in the Investment Agreement does not remain
effective for any reason after such time as declared effective by the SEC or (e)
the Company fails to comply with the Articles of this Agreement as outlined.  As
used in this Article 4.1, the term "Bankruptcy Law" means Title 11 of the United
States  Code or any similar federal or state law for the relief of debtors.  The
term  "Custodian"  means  any receiver, trustee, assignee, liquidator or similar
official  under  any  Bankruptcy  Law.

     In  the  Event  of Default, the Holder may elect to secure a portion of the
Company's  assets  not to exceed 200% of the Face Amount of the Note, including,
but not limited to: accounts receivable, cash, marketable securities, equipment,
building  or  land or inventory.  The Holder may also elect to garnishee Revenue
from  the  Company  in  an  amount  that  will repay the Holder on the schedules
outlined  in  this  Agreement.

     In  the  Event  of  Default,  as outlined in this Agreement, the Holder can
exercise  its  right to increase the Face Amount of the Debenture by ten percent
(10%)  as an initial penalty and for each Event of Default under this Agreement.
In  addition,  the  Holder  may  elect  to  increase  the Face Amount by two and
one-half  percent  (2.5%)  per  month  paid  as  a  penalty for liquated damages
("Liquidated  Damages").  The  Liquated Damages will be compounded daily.  It is
the  intention  and  acknowledgement of both parties that the Liquidated Damages
not  be  deemed  as  interest.

In  the  event  of a Default , the Holder shall also have the right, but not the
obligation,  to  1)  switch  the  Residual  Amount to a three-year ("Convertible
Maturity  Date"),  10%  interest  bearing  convertible  debenture  at  the terms
described in Article 4.2 (the "Convertible Debenture"). At such time of Default,
the  Convertible  Debenture  shall  be  considered  closed ("Convertible Closing
Date").  If  the  Holder chooses to convert the Residual Amount to a Convertible
Debenture,  the Company shall have twenty (20) business days after notice of the
same  (the  "Notice  of Convertible Debenture") to file a registration statement
covering  an  amount  of  shares  equal  to  300%  of  the Residual Amount. Such
registration  statement  shall be declared effective under the Securities Act of
1933,  as  amended  (the  "Securities  Act"),  by  the  Securities  and Exchange
Commission  (the  "Commission")  within 40 business days of the date the Company
files such Registration Statement.   In the event the Company does not file such
registration statement within twenty (20) business days of the Holder's request,
or such registration statement is not declared by the Commission to be effective
under  the  Securities Act within the time period described above , the Residual
Amount  shall increase by $1,000 per day.  In the event the Company is given the
option  for  accelerated  effectiveness of the registration statement, it agrees
that it shall cause such registration statement to be declared effective as soon
as  reasonably  practicable.  In  the event that the Company is given the option
for  accelerated effectiveness of the registration statement, but chooses not to
cause  such  registration statement to be declared effective on such accelerated
basis,  the  Residual  Amount shall increase by $1,000 per day commencing on the
earliest  date  as of which such registration statement would have been declared
to  be  effective  if subject to accelerated effectiveness; or 2) the Holder may
increase  the  Payment Amount described under Article 1 to fulfill the repayment
of  the  Residual  Amount.  The  Company  shall  provide full cooperation to the
Holder  in directing funds owed to the Holder on any Put to the Investor.    The
Company  agrees  to  diligently  carry  out the terms outlined in the Investment
Agreement  for  delivery  of  any  such shares.  In the event the Company is not
diligently  fulfilling  its  obligation  to direct funds owed to the Holder from
Puts  to  the  Investor, as reasonably determined by the Holder, the Holder may,
after giving the Company two (2) business days' advance notice to cure the same,
elect  to  increase the Residual Amount of the Note by 2.5% each day, compounded
daily.

     Article  4.2  Conversion  Privilege

(a)     The  Holder  shall  have  the right to convert the Convertible Debenture
into  shares  of Common Stock at any time following the Convertible Closing Date
which  is  before  the  close of business on the Convertible Maturity Date.  The
number of shares of Common Stock issuable upon the conversion of the Convertible
     Debenture  shall  be  determined pursuant to Article 4.3, but the number of
shares  issuable shall be rounded up or down, as the case may be, to the nearest
whole  share.

(b)     The Convertible Debenture may be converted, whether in whole or in part,
     at  any  time  and  from  time  to  time.

(c)     In  the  event  all  or any portion of the Convertible Debenture remains
outstanding  on the Convertible Maturity Date (the "Debenture Residual Amount"),
the  unconverted  portion  of  such  Convertible Debenture will automatically be
converted  into  shares  of Common Stock on such date in the manner set forth in
Article  4.3.
     Article  4.3  Conversion  Procedure.

     The Residual Amount may be converted, in whole or in part any time and from
time  to time, following the Convertible Closing Date.  Such conversion shall be
effectuated  by  surrendering  to  the Company, or its attorney, the Convertible
Debenture  to  be  converted together with a facsimile or original of the signed
notice  of  conversion  (the  "Notice  of  Conversion").   The date on which the
Notice  of Conversion is effective ("Conversion Date") shall be deemed to be the
date on which the Holder has delivered to the Company a facsimile or original of
the  signed  Notice  of  Conversion,  as  long  as  the  original  Convertible
Debenture(s)  to  be  converted  are  received  by  the  Company within five (5)
business  days thereafter.  At such time that the original Convertible Debenture
has  been received by the Company, the Holder can elect  whether a reissuance of
the  Convertible  Debenture  is warranted, or whether the Company can retain the
Convertible  Debenture  as  to  a  continual  conversion  by  the  Holder.
Notwithstanding  the  above,  any Notice of Conversion received by 4:00 P.M. EST
shall  be deemed to have been received the following business day (receipt being
via  a  confirmation  of  the  time  such facsimile to the Company is received).

(a)     Common  Stock  to  be Issued.     Upon the conversion of any Convertible
Debentures,  and  upon  receipt by the Company or its attorney of a facsimile or
original of the Holder's signed Notice of Conversion, the Company shall instruct
     its  transfer agent to issue stock certificates without restrictive legends
or  stop  transfer instructions, if at that time the aforementioned registration
statement  described  in Article 4.1 has been declared effective (or with proper
restrictive  legends  if the registration statement has not as yet been declared
effective), in such denominations to be specified at conversion representing the
number  of  shares of Common Stock issuable upon such conversion, as applicable.
In  the event that the Debenture is aged one year and deemed sellable under Rule
144, the Company shall, upon a Notice of Conversion, instruct the transfer agent
to issue free trading certificates without restrictive legends, subject to other
applicable  securities  laws.  The  Company  is responsible to provide all costs
associated  with  the  issuance  of the shares, including but not limited to the
opinion  letter,  FedEx  of the certificates and any other costs that arise. The
Company  shall  act  as  registrar  and  shall  maintain  an  appropriate ledger
containing the necessary information with respect to each Convertible Debenture.
The  Company  warrants that no instructions, other than these instructions, have
been  given  or  will  be  given to the transfer agent and that the Common Stock
shall  otherwise  be freely resold, except as may be set forth herein or subject
to  applicable  law.

(b)     Conversion  Rate.  Holder  is entitled to convert the Debenture Residual
Amount , plus accrued interest, anytime following the Convertible Maturity Date,
     at  the  lesser  of  (i) 75% of the average of the lowest closing bid price
during  the  fifteen  (15)  trading  days  immediately preceding the Convertible
Maturity  Date  or  (ii) 75% of the lowest bid price for the twenty (20) trading
days  immediately  preceding  the  Convertible  Maturity Date ("Fixed Conversion
Price").   No  fractional  shares or scrip representing fractions of shares will
be  issued  on conversion, but the number of shares issuable shall be rounded up
or  down,  as  the  case  may  be,  to  the  nearest  whole  share.

(c)     Nothing  contained  in  the  Convertible  Debenture  shall  be deemed to
establish  or  require the payment of interest to the Holder at a rate in excess
of  the  maximum rate permitted by governing law.  In the event that the rate of
interest  required  to  be  paid exceeds the maximum rate permitted by governing
law,  the rate of interest required to be paid thereunder shall be automatically
reduced  to  the  maximum rate permitted under the governing law and such excess
shall  be  returned  with  reasonable  promptness  by the Holder to the Company.

(d)     It  shall  be the Company's responsibility to take all necessary actions
and  to  bear  all  such  costs  to  issue  the Common Stock as provided herein,
including  the  responsibility and cost for delivery of an opinion letter to the
transfer  agent,  if  so  required.  Holder shall be treated as a shareholder of
record  on  the  date  Common Stock is issued to the Holder. If the Holder shall
designate  another  person  as  the  entity  in  the  name  of  which  the stock
certificates  issuable  upon  conversion  of the Convertible Debenture are to be
issued  prior  to the issuance of such certificates, the Holder shall provide to
the  Company evidence that either no tax shall be due and payable as a result of
such  transfer  or  that  the applicable tax has been paid by the Holder or such
person. Upon surrender of any Convertible Debentures that are to be converted in
     part,  the  Company  shall  issue to the Holder a new Convertible Debenture
equal  to  the  unconverted  amount,  if  so requested in writing by the Holder.

(e)     Within  five  (5)  business  days  after  receipt  of  the documentation
referred  to  above in Article 4.2, the Company shall deliver a certificate, for
the number of shares of Common Stock issuable upon the conversion.  In the event
     the  Company  does  not  make delivery of the Common Stock as instructed by
Holder  within  five  (5)  business days after the Conversion Date, then in such
event the Company shall pay to the Holder one percent (1%) in cash of the dollar
value  of  the  Debenture  Residual  Amount  remaining  after  said  conversion,
compounded  daily, per each day after the fifth (5th) business day following the
Conversion  Date  that  the  Common  Stock  is  not  delivered to the Purchaser.

           The Company acknowledges that its failure to deliver the Common Stock
within five (5) business days after the Conversion Date will cause the Holder to
suffer  damages  in an amount that will be difficult to ascertain.  Accordingly,
the  parties  agree  that it is appropriate to include in this  Note 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 deliver the Common Stock pursuant to the terms of this Convertible Debenture.

(f)     The  Company  shall  at  all  times reserve (or make alternative written
arrangements  for  reservation or contribution of shares) and have available all
Common  Stock necessary to meet conversion of the Convertible Debentures  by the
Holder  of  the entire amount of Convertible Debentures then outstanding. If, at
any time the Holder submits a Notice of Conversion and the Company does not have
     sufficient  authorized  but unissued shares of Common Stock (or alternative
shares  of  Common  Stock  as may be contributed by stockholders of the Company)
available  to  effect,  in  full,  a conversion of the Convertible Debentures (a
"Conversion  Default,"  the date of such default being referred to herein as the
"Conversion  Default  Date"),  the  Company shall issue to the Holder all of the
shares  of  Common Stock which are available, and the Notice of Conversion as to
any  Convertible  Debentures  requested  to  be converted but not converted (the
"Unconverted  Convertible Debentures"), may be deemed null and void upon written
notice  sent  by the Holder to the Company.  The Company shall provide notice of
such  Conversion  Default  ("Notice  of  Conversion  Default") to the Holder, by
facsimile  within  three  (3)  business  days of such default (with the original
delivered  by  overnight  mail  or  two  day courier), and the Holder shall give
notice  to  the Company by facsimile within five (5) business days of receipt of
the  original  Notice  of  Conversion  Default  (with  the original delivered by
overnight  mail or two day courier) of its election to either nullify or confirm
the  Notice  of  Conversion.

     The  Company  agrees  to  pay  the Holder payments for a Conversion Default
("Conversion  Default  Payments")  in  the amount of (N/365), multiplied by .24,
multiplied  by the initial issuance price of the outstanding or tendered but not
converted  Convertible  Debentures  held  by the Holder, where N = the number of
days  from  the  Conversion  Default Date to the date (the "Authorization Date")
that  the  Company  authorizes  a sufficient number of shares of Common Stock to
effect  conversion  of  all remaining Convertible Debentures.  The Company shall
send  notice  ("Authorization  Notice")  to the Holder that additional shares of
Common  Stock  have  been  authorized, the Authorization Date, and the amount of
Holder's  accrued  Conversion  Default Payments.  The accrued Conversion Default
shall  be  paid  in  cash  or  shall  be  convertible  into  Common Stock at the
conversion  rate set forth in the first sentence of this paragraph, upon written
notice  sent  by  the  Holder  to the Company, which Conversion Default shall be
payable  as follows:  (i) in the event the Holder elects to take such payment in
cash,  cash  payments shall be made to the Holder  by the fifth (5th) day of the
following  calendar  month,  or  (ii)  in  the  event Holder elects to take such
payment  in  stock, the Holder may convert such payment amount into Common Stock
at  the conversion rate set forth in the first sentence of this paragraph at any
time  after  the  fifth  (5th)  day of the calendar month following the month in
which  the  Authorization  Notice  was  received,  until  the  expiration of the
mandatory  three  (3)  year  conversion  period.

     The  Company  acknowledges that its failure to maintain a sufficient number
of authorized but unissued shares of Common Stock to effect in full a conversion
of  the  Convertible  Debentures  will  cause the Holder 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 deliver the Common Stock pursuant to the terms of this Convertible Debenture.

(g)     If,  by  the  fifth  (5th) business day after the Conversion Date of any
portion of the Convertible Debentures to be converted (the "Delivery Date"), the
     transfer  agent  fails  for  any  reason  to  deliver the Common Stock upon
conversion  by the Holder and after such Delivery Date, the Holder purchases, in
an  open  market transaction or otherwise, shares of Common Stock (the "Covering
Shares")  solely  in  order to make delivery in satisfaction of a sale of Common
Stock  by the Holder (the "Sold Shares"), which delivery such Holder anticipated
to  make  using  the  Common  Stock  issuable  upon conversion (a "Buy-In"), the
Company  shall pay to the Holder, in addition to any other amounts due to Holder
pursuant  to  this  Convertible  Debenture,  and not in lieu thereof, the Buy-In
Adjustment  Amount  (as  defined  below).  The "Buy In Adjustment Amount" is the
amount  equal  to  the  excess, if any, of (x) the Holder's total purchase price
(including  brokerage  commissions, if any) for the Covering Shares over (y) the
net  proceeds  (after brokerage commissions, if any) received by the Holder from
the sale of the Sold Shares.  The Company shall pay the Buy-In Adjustment Amount
to  the  Holder  in immediately available funds within five (5) business days of
written  demand  by the Holder.  By way of illustration and not in limitation of
the  foregoing,  if  the  Holder purchases shares of Common Stock having a total
purchase  price  (including  brokerage commissions) of $11,000 to cover a Buy-In
with  respect to shares of Common Stock it sold for net proceeds of $10,000, the
Buy-In Adjustment Amount which the Company will be required to pay to the Holder
will  be  $1,000.

     (h)     The  Company shall defend, protect, indemnify and hold harmless the
Holder  and  all  of  its shareholders, officers, directors, employees, counsel,
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  "Article  4.3(h) 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
Article  4.3(h)  Indemnitee  is  a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys' fees and disbursements
(the  "Article  4.3(h) Indemnified Liabilities"), incurred by any Article 4.3(h)
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  the  Transaction  Documents 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 the Transaction Documents
or  any  other  certificate,  instrument,  or  document  contemplated  hereby or
thereby,  (iii) any cause of action, suit, or claim brought or made against such
Article  4.3(h) Indemnitee by a third party and arising out of or resulting from
the  execution,  delivery,  performance,  or  enforcement  of  the  Transaction
Documents  or any other certificate, instrument, or document contemplated hereby
or thereby, (iv) any transaction financed or to be financed in whole or in part,
directly  or  indirectly,  with the proceeds of the issuance of the Common Stock
underlying  the  Convertible  Debenture ("Securities"), or (v) the status of the
Holder or holder of the Securities as an investor in the Company, 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 the Holder or
the  Investor which is specifically intended by the Holder or the Investor to be
relied  upon  by  the  Company, including for use in the preparation of any such
registration  statement,  preliminary  prospectus, or prospectus, or is based on
illegal trading of the Common Stock by the Holder or the Investor. 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 Indemnified Liabilities that is permissible under
applicable  law.  The indemnity provisions contained herein shall be in addition
to  any  cause  of  action  or  similar  rights  the  Holder  may  have, and any
liabilities  the  Holder  may  be  subject  to.

ARTICLE  5           REGISTRATION

     The  Company agrees not to file any registration statement (including those
on Form S-8) without the prior written approval of the Holder.  In the event the
Company  does  file a registration statement without the express written consent
of  the Holder, it shall be deemed an Event of Default, and the Holder may elect
to  take  actions  under  Article  4.  The Company must also issue the Holder an
equal  number  of Shares included in the Registration Statement as an additional
penalty  for  liquidated  damages.

ARTICLE  6          MERGERS

          The  Company  shall  not consolidate or merge into, or transfer all or
substantially  all  of  its assets to, any person, unless such person assumes in
writing  the  obligations  of  the Company under this Note and immediately after
such  transaction  no  Event  of  Default  exists.  Any  reference herein to the
Company  shall  refer  to  such  surviving  or  transferee  corporation  and the
obligations of the Company shall terminate upon such written assumption. Failure
to do so will constitute an Event of Default under this Agreement and the Holder
may  immediately  seek  to  take  actions  as  described under Article 4 of this
Agreement.

ARTICLE  7             ADDITIONAL  FINANCING

          The  Company  will  not enter into any additional financing agreements
without  prior  expressed  written  consent  from the Holder, which shall not be
unreasonably  withheld.  In  the  Event  the  Company  does  enter  into another
financing  arrangement  without  written  consent it will constitute an Event of
Default under this Agreement and the Holder may immediately seek to take actions
as  described  under  Article  4 of this Agreement. Proceeds from any additional
Financing  will  immediately  be  used  toward  a  Payment.

ARTICLE  8             NOTICE

     Any  notices,  consents,  waivers  or  other  communications  required  or
permitted  to  be given under the terms of this Note 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.
300  Westlink  Dr
Washington,  MO  36090
Telephone:  (636)  390-9000
Facsimile:  (636)  390-2556

If  to  the  Holder:

Dutchess  Private  Equities  Fund,  II,  LP
Douglas  Leighton
50  Commonwealth  Ave,  Suite  2
Boston,  MA  02116
(617)  301-4700
(617)  249-0947

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


ARTICLE  9            TIME
     Where  this  Note  authorizes  or  requires  the  payment  of  money or the
performance of a condition or obligation on a Saturday or Sunday or a holiday in
which  the United States Stock Markets ("US Markets") are closed ("Holiday"), or
authorizes or requires the payment of money or the performance of a condition or
obligation  within,  before  or  after  a period of time computed from a certain
date,  and such period of time ends on a Saturday or a Sunday or a Holiday, such
payment  may be made or condition or obligation performed on the next succeeding
business  day,  and  if the period ends at a specified hour, such payment may be
made  or condition performed, at or before the same hour of such next succeeding
business  day,  with  the  same  force  and  effect  as  if made or performed in
accordance  with  the  terms of this Note.  A "business day" shall mean a day on
which  the  US  Markets  are  open  for  a  full  day  or  half  day of trading.

ARTICLE  10            NO  ASSIGNMENT
     This  Note  shall  not  be  assigned.

ARTICLE  11           RULES  OF  CONSTRUCTION.
     In  this Note, unless the context otherwise requires, words in the singular
number  include the plural, and in the plural include the singular, and words of
the  masculine gender include the feminine and the neuter, and when the tense so
indicates,  words of the neuter gender may refer to any gender.  The numbers and
titles  of  sections  contained  in  the  Note  are  inserted for convenience of
reference  only,  and  they  neither form a part of this Note nor are they to be
used  in  the  construction or interpretation hereof.  Wherever, in this Note, a
determination of the Company is required or allowed, such determination shall be
made  by  a majority of the Board of Directors of the Company and, if it is made
in  good  faith,  it  shall  be  conclusive and binding upon the Company and the
Holder.

ARTICLE  12            GOVERNING  LAW
     The  validity,  terms,  performance  and  enforcement of this Note shall be
governed  and construed by the provisions hereof and in accordance with the laws
of  the  Commonwealth  of  Massachusetts  applicable  to  agreements  that  are
negotiated,  executed,  delivered  and  performed  solely in the Commonwealth of
Massachusetts.

ARTICLE  13          LITIGATION

     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.

ARTICLE  14           STRUCTURING  EXPENSE

     The Company shall pay fees associated with the transaction in the amount of
ten  thousand  dollars  ($10,000)  directly  from  the  Closing  of  this  Note.

ARTICLE  15             INDEMNIFICATION

     In  consideration  of the Holder's execution and delivery of this Agreement
and  the  acquisition  and  funding  by  the Holder of the Note hereunder and in
addition  to  all  of  the  Company's  other  obligations  under  the  documents
contemplated  hereby,  the  Company  shall  defend,  protect, indemnify and hold
harmless the Holder and all of its shareholders, officers, directors, employees,
counsel,  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  "Indemnities") 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
"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  the Note, 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 the
Note  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 the
Company  by,  or  on behalf of, the Holder or is based on illegal trading of the
Common  Stock by the Holder. 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 Indemnified
Liabilities  that  is permissible under applicable law. The indemnity provisions
contained  herein  shall be in addition to any cause of action or similar rights
the  Holder  may  have,  and  any  liabilities  the  Holder  may  be subject to.

ARTICLE  16            WAIVER

     The  Holder's  delay  or  failure at any time or times hereafter to require
strict performance by Company of any undertakings, agreements or covenants shall
not  waiver, affect, or diminish any right of the Holder under this Agreement to
demand  strict  compliance and performance herewith. Any waiver by the Holder of
any  Event  of  Default  shall  not  waive or affect any other Event of Default,
whether  such Event of Default is prior or subsequent thereto and whether of the
same  or a different type. None of the undertakings, agreements and covenants of
the  Company  contained  in  this  Agreement,  and no Event of Default, shall be
deemed  to  have  been  waived by the Holder, nor may this Agreement be amended,
changed  or  modified,  unless such waiver, amendment, change or modification is
evidenced  by an instrument in writing specifying such waiver, amendment, change
or  modification  and  signed  by  the  Holder.

ARTICLE  17            WAIVER  OF  JURY  TRIAL

     AS  A  MATERIAL  INDUCEMENT  FOR  EACH  PARTY  HERETO  TO  ENTER  INTO THIS
AGREEMENT,  THE  PARTIES  HERETO  HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY
LEGAL  PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND ALL OF THE
OTHER  DOCUMENTS  ASSOCIATED  WITH  THIS  TRANSACTION.

ARTICLE  18            SENIOR  OBLIGATION

     The  Company  shall  cause  this  Note  and  all  other  existing Notes and
Debentures with the Holder ("Holder's Debt") to be senior in right of payment to
all  other  Indebtedness  of  the  Company.

     Any  misrepresentations  shall  be considered a breach of contract and will
constitute  an  Event  of  Default  under  this  Agreement  and  the  Holder may
immediately seek to take actions as described under Article 4 of this Agreement.

ARTICLE  20  PRIOR  NOTES  WITH  HOLDER

     At such time as this Note is paid off in full, the Company agrees to resume
and  maintain  the schedule of Payments for Prior Notes as outlined in Article 1
("Method  of  Payment")  of  THIS  Note  (December  2005  1041)

WHILE THERE IS AN OUTSTANDING BALANCE ON THIS NOTE AND ALL PRIOR NOTES WITH THE
HOLDER, THE TERMS AND CONDITIONS DEFINED IN THE ARTICLES HEREIN SHALL SUPERCEDE
ALL OTHER AGREEMENTS AND REPRESENTATIONS, WHETHER WRITTEN AND ORAL, BETWEEN THE
   HOLDER AND THE COMPANY SPECIFICALLY WITH RESPECT TO ARTICLE 1 ("METHOD OF
   PAYMENT") DEFINED IN PRIOR NOTES AND THE COMPANY SHALL INSTEAD COMPLY WITH
 ARTICLE 21 DEFINED ABOVE WITH RESPECT TO ALL FUTURE PAYMENTS. THE HOLDER SHALL
 HAVE THE RIGHT TO DIRECT PAYMENTS TOWARD THIS NOTE OR ANY OTHER NOTE WHILE ANY
                             NOTES ARE OUTSTANDING.




ARTICLE  21     MISCELLANEOUS

a.     All  pronouns  and  any variations thereof used herein shall be deemed to
refer  to  the  masculine,  feminine,  impersonal,  singular  or  plural, as the
identity  of  the  person  or  persons  may  require.

b.     Neither  this  Note  nor  any provision hereof shall be waived, modified,
changed, discharged, terminated, revoked or canceled, except by an instrument in
writing  signed  by  the  party  effecting  the  same  against  whom any change,
discharge  or  termination  is  sought.

c.     Notices  required  or permitted to be given hereunder shall be in writing
and  shall  be deemed to be sufficiently given when personally delivered or sent
by  facsimile  transmission:  (i) if to the Company, at its executive offices or
(ii)  if  to  the  Holder,  at  the  address for correspondence set forth in the
Article 6, or at such other address as may have been specified by written notice
given  in  accordance  with  this  paragraph.

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

e.     This Written Agreement represent the FINAL AGREEEMENT between the Company
and  the  Holders  and  may  not  be  contradicted  by  evidence  of  prior,
contemporaneous,  or  subsequent  oral  agreements  of the parties, there are no
unwritten  oral  agreements  among  the  parties.

f.     The  execution,  delivery and performance of this Note by the Company and
the  consummation  by  the  Company  of the transactions contemplated hereby and
thereby will not (i) result in a violation of the Articles of Incorporation, any
Certificate of Designations, Preferences and Rights of any outstanding series of
preferred  stock  of  the  Company  or  the  By-laws  or  (ii) conflict with, or
constitute a material default (or an event which with notice or lapse of time or
both  would  become  a  material default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any material agreement,
contract, indenture mortgage, indebtedness or instrument to which the Company or
any  of  its Subsidiaries is a party, or result in a violation of any law, rule,
regulation, order, judgment or decree, including United States federal and state
securities  laws  and regulations and the rules and regulations of the principal
securities  exchange  or  trading  market on which the Common Stock is traded or
listed  (the  "Principal  Market"),  applicable  to  the  Company  or any of its
Subsidiaries  or  by  which  any  property or asset of the Company or any of its
Subsidiaries  is  bound or affected. Neither the Company nor its Subsidiaries is
in violation of any term of, or in default under, the Articles of Incorporation,
any  Certificate  of  Designations,  Preferences  and  Rights of any outstanding
series  of preferred stock of the Company or the By-laws or their organizational
charter  or  by-laws,  respectively,  or  any  contract,  agreement,  mortgage,
indebtedness,  indenture,  instrument, judgment, decree or order or any statute,
rule  or  regulation  applicable  to the Company or its Subsidiaries, except for
possible  conflicts,  defaults,  terminations,  amendments,  accelerations,
cancellations  and  violations  that  would not individually or in the aggregate
have a Material Adverse Effect. The business of the Company and its Subsidiaries
is  not  being  conducted,  and shall not be conducted, in violation of any law,
statute,  ordinance,  rule, order or regulation of any governmental authority or
agency,  regulatory  or  self-regulatory  agency,  or court, except for possible
violations the sanctions for which either individually or in the aggregate would
not  have  a Material Adverse Effect.  The Company is not required to obtain any
consent,  authorization,  permit or order of, or make any filing or registration
(except  the  filing of a registration statement)  with, any court, governmental
authority  or  agency, regulatory or self-regulatory agency or other third party
in  order for it to execute, deliver or perform any of its obligations under, or
contemplated  by,  this Note in accordance with the terms hereof or thereof. All
consents,  authorizations,  permits, orders, filings and registrations which the
Company  is  required  to  obtain  pursuant  to the preceding sentence have been
obtained  or  effected  on or prior to the date hereof and are in full force and
effect  as  of  the date hereof. The Company and its Subsidiaries are unaware of
any  facts  or  circumstances which might give rise to any of the foregoing. The
Company is not, and will not be, in violation of the listing requirements of the
Principal  Market  as  in  effect  on the date hereof and on each of the Closing
Dates  and is not aware of any facts which would reasonably lead to delisting of
the  Common  Stock  by  the  Principal  Market  in  the  foreseeable  future.


g.     The Company and its "Subsidiaries" (which for purposes of this Note means
any  entity  in which the Company, directly or indirectly, owns capital stock or
holds an equity or similar interest) are corporations duly organized and validly
existing  in  good  standing  under  the laws of the respective jurisdictions of
their incorporation, and have the requisite corporate power and authorization to
own their properties and to carry on their business as now being conducted. Both
the  Company  and  its Subsidiaries are duly qualified to do business and are in
good  standing in every jurisdiction in which their ownership of property or the
nature  of  the  business  conducted by them makes such qualification necessary,
except  to the extent that the failure to be so qualified or be in good standing
would  not  have  a  Material  Adverse  Effect.  As used in this Note, "Material
Adverse  Effect"  means any material adverse effect on the business, properties,
assets,  operations,  results of operations, financial condition or prospects of
the  Company  and  its  Subsidiaries,  if  any,  taken  as  a  whole,  or on the
transactions  contemplated  hereby  or  by  the agreements and instruments to be
entered  into  in  connection  herewith,  or  on the authority or ability of the
Company  to  perform  its  obligations  under  the  Note.

h.     Authorization;  Enforcement;  Compliance with Other Instruments.  (i) The
Company  has  the  requisite  corporate  power  and  authority to enter into and
perform  this  Note, and to issue the Note and Incentive Debenture in accordance
with  the  terms hereof and thereof, (ii) the execution and delivery of the Note
by  the  Company  and  the  consummation  by it of the transactions contemplated
hereby  and  thereby,  including without limitation the reservation for issuance
and  the  issuance  of  the Incentive Debenture pursuant to this Note, have been
duly  and  validly authorized by the Company's Board of Directors and no further
consent  or authorization is required by the Company, its Board of Directors, or
its  shareholders,  (iii)  the  Note  has  been  duly  and  validly executed and
delivered  by  the  Company, and (iv) the Note constitutes the valid and binding
obligations  of  the  Company enforceable against the Company in accordance with
their  terms, except as such enforceability may be limited by general principles
of  equity  or  applicable  bankruptcy,  insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally, the enforcement
of  creditors'  rights  and  remedies.




                                      *****

IN WITNESS WHEREOF, the Company has duly executed this Note as of the date first
written  above.
                         XTREME  COMPANIES,  INC.


                         By     /s/  Kevin  Ryan
                                ----------------
                       Name:       Kevin  Ryan
                      Title:       Chief  Executive  Officer


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

                         By: /s/  Douglas  H.  Leighton
                             --------------------------
                       Name:  Douglas  H.  Leighton
                      Title:  A  Managing  Member