Exhibit 10.24

                         CORPORATE CONSULTING AGREEMENT
                         ------------------------------

     This  Agreement  ("Agreement")  dated  November  1,  2005 is by and between
Xtreme  Companies,  Inc.,  a  Nevada  corporation  located  at 300 Westlink Dr.,
Washington,  MO (the "Company") and Dutchess Advisors LLC, a Connecticut limited
liability  company  (the  "Consultant").

     WHEREAS, the Company in engaged in the assembly and manufacturing of 'First
Responders'  emergency  water  craft  and  is  the  exclusive  distributor  of
'Challenger  Offshore'  boats.
     WHEREAS,  the Consultant is experienced in assisting publicly-traded growth
companies  in  all  facets  of  their  long-term  strategy,  by assisting in the
procurement  of  capital,  business  relationships  and  by offering progressive
business  solutions.
WHEREAS,  the  Company desires to obtain the benefits of Consultant's experience
and  know-how,  and accordingly, the Company has offered to engage Consultant to
render  consulting  and  advisory  services  to  the  Company  on  the terms and
conditions  hereinafter  set  forth.
WHEREAS,  Consultant  desires  to  accept  such  engagement  upon such terms and
conditions  hereinafter  set  forth.

     NOW THEREFORE in  consideration  of  the  foregoing,  the  parties agree as
follows:

SECTION  1.               SERVICES  RENDERED
                          ------------------

     Consultant  shall  advise  the Company with respect to operations, business
strategy,  capital  structure  and  other  matters pertaining to the Business as
shall  be  specified  from  time  to time by the Company's CEO and/or such other
officer(s) as the Company's Board of Directors shall designate to have principal
responsibility  for  the  operation  of  the  Business.
     Consultant  shall  use  its  staff  and  other  facilities  to  monitor the
corporate  position  of  the Company and report to the Board of Directors of the
Company  from  time  to  time.  Consultant's  staff  also  shall  provide advice
concerning  economic  factors  and  trends that may be relevant to the Company's
plans  for  growth.

SECTION  2.               COMPENSATION
                          ------------

(a) CASH RETAINER. The Company shall pay to the Consultant a non-refundable cash
fee  of  ten-thousand  dollars  ($10,000)  per  month.  The first payment is due
immediately  upon  execution  of  the  Agreement  and  every  thirty  (30)  days
thereafter  while  the  Agreement  is  in  force.

(b)  OTHER  COMPENSATION.  The  Company  shall  issue  to  the  Consultant,  its
Convertible  Debentures  ("Debentures")  for the amount of five-hundred thousand
dollars  ($500,000)  for  a  purchase  price  of  five-thousand dollars ($5,000)
("Purchase  Price").  The  Debentures shall have a term of five (5) years and an
interest  coupon  of five percent (5%) per annum. The Debentures are convertible
into  shares  of  the  Company's  common stock ("Stock") at a price equal to the
lesser  of;  (i)  seventy-five  percent  (75%) of the average of the closing bid
price  of the Stock for the five days prior to conversion or (ii) the average of
the  closing  bid  price of the Stock on the five days immediately preceding the
date  first  written  above.  The Debentures shall carry piggy-back registration
rights  and  the  shares  underlying  the  Debentures  shall  be included in the
Company's  next  registration  statement  filed any time after the date and year
first written above. The Company agrees to register an amount of shares equal to
one-million  dollars  ($1,000,000)  in  value  of  the  Stock  at  the  time the
registration  statement  is filed. In the event the shares of the underlying the
Debentures  have  not  been  registered  within one (1) year from the date first
written  above,  the Stock shall be eligible for resale pursuant to Rule 144 and
the  Company  shall provide for the requisite opinion letter. The Debentures are
immediately due and payable to the Consultant upon receipt of the Purchase Price
payment.
(c)  REIMBURSEMENT OF EXPENSES. The Company shall reimburse Consultant for those
reasonable  and  necessary  out-of-pocket expenses (including but not limited to
travel,  transportation,  lodging,  meals  etc.)  which  have  been  incurred by
Consultant  in  connection  with  the  rendering  of  services  hereunder.  Any
reimbursement  to  be made by the Company pursuant to this Section shall be made
following submission to the Company by Consultant of reasonable documentation of
the  expenses  incurred.


SECTION  3.               RELATIONSHIP  OF  PARTIES
                          -------------------------

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

SECTION  4.               TERM
                          ----

     The  term  of  this Agreement shall be twelve (12) months commencing on the
date  and  year  first  above  written.

SECTION  5.               TERMINATION
                          -----------

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

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

SECTION  6.               INDEMNIFICATION
                          ---------------

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

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

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

SECTION  7.               GOVERNING  LAW
                          --------------

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

SECTION  8               ASSIGNABILITY.
                         -------------

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

SECTION  9.               ENTIRE  AGREEMENT
                          -----------------

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

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




BY  XTREME  COMPANIES,  INC.


_____________________________________________
          Kevin  Ryan
          President  &  CEO



BY  DUTCHESS  ADVISORS  LLC


 ________________________________________________
          Theodore  Smith
          Executive  Vice-President