Ex.  10.1


1


          CORPORATE  CONSULTING  AGREEMENT


THIS  AGREEMENT  ("AGREEMENT")  DATED  FEBRUARY 6, 2004 IS BY AND BETWEEN XTREME
COPMANIES,  INC.. (THE "COMPANY"), A NEVADA  CORPORATION THEODORE J. SMITH, JR..
(THE  "CONSULTANT"),  A  MASSACHUSETTS  RESIDENT.

WHEREAS, the Company is a publicly traded company engaged in the business of the
development  and  commercialization  of  the fire rescue boats (the "Business");

WHEREAS,  Consultant  has  unique experience, knowledge and skills for filing of
required  SEC  documents  in  proper  EDGAR  format.

WHEREAS,  the  Company desires to obtain the benefits of Consultant's experience
and  know-how  in  connection  with  their  public filings, and accordingly, the
Company  has  offered  to engage Consultant to render services to the Company on
the  terms  and  conditions  hereinafter  set  forth;

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

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

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

Consultant  shall  (i)  review,  transfers  and submit to the SEC all filings in
proper  EDGAR  recognized  format on behalf of the Company and (ii) assist which
any  reviews  and/or revisions of those documents before filing and complete all
filings  for  the  term  of  this  agreement.
SECTION  2.               COMPENSATION
                          ------------

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

(a)  CONSULTING FEES. In consideration for the availability of Consultant during
the  term  hereunder  and  the  services  rendered  pursuant  to this Agreement,
promptly  upon execution of this Agreement, the Company will issue to Consultant
as  payment  150,000  (one hundred fifty thousand) fully paid and non-assessable
shares  of  Common  Stock  of  the  Company  (the  "Shares").

(b) REGISTRATION. The Shares issued hereunder shall be promptly registered under
an  S-8  Registration  Statement.

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

________     _________
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Company.  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 six months commencing on the date and
year  first  above  written.

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

This  Agreement  may  be  terminated  by either party with or without cause with
thirty  days prior written notice given by the terminating party. Termination of
the  Agreement  does  not  relieve  the  Company of its obligation to remunerate
Consultant  pursuant to this Agreement, and the Shares issued to Consultant upon
execution  of  this  Agreement  shall  be  non-refundable. Upon termination, any
outstanding  remuneration  due  Consultant  for  services rendered shall be paid
within  3  (three)  business  days  following  termination.

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

     (a)     In  consideration of Consultant' execution and delivery of the this
Agreement,  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. 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,  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  "COMPANY
INDEMNITEES")  from  and  against  any and all actions, causes of action, suits,
claims,  losses,  ________     _________
   KR                TJS
costs,  penalties,  fees,  liabilities  and  damages, and expenses in connection
therewith (irrespective of whether any such Company Indemnitee is a party to the
action  for which indemnification hereunder is sought), and including reasonable
attorneys'  fees  and  disbursements  (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 Company
Indemnitee  by  a  third  party  and  arising  out  of  or  resulting  from  the
Consultant's  gross  negligence  or  willful misconduct.  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  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  ________     _________
   KR                TJS
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  8.               GOVERNING  LAW
                          --------------

     This Agreement shall be governed by the laws of the state of Massachusetts,
without  regard  to  the  conflict of law rules of such state.  Any controversy,
claim  or  dispute  arising  out  of  this  Agreement,  shall settled by binding
arbitration  in  the  County  of Suffolk, MA in accordance with the rules of the
American  Arbitration  Association  there  in  effect,  except  that the parties
thereto  shall  have  any  right  to discovery as would permitted by the Federal
Rules  of  Civil  Procedure.  The  prevailing  Party  shall  be  entitled  to
reimbursement  of  actual costs and attorney's fees from the arbitration and the
decision  of  the  Arbitrator(s)  shall  be  final.

SECTION  9               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 Consultant.  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  10.               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.

________     _________
   KR           TJS


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





               Xtreme  Companies,  Inc.

              /s/ Kevin Ryan
               --------------------------------
               By:     Kevin  Ryan
                    CEO


               Consultant

               /s/ Theodore J. Smith, Jr.
             -----------------------------------
               By:     Theodore  J.  Smith,  Jr.