Exhibit 10.1

                      MARKETING AND DISTRIBUTION AGREEMENT

     THIS  MARKETING  AND  DISTRIBUTION  AGREEMENT ("Agreement") is entered into
effective  as  of  this  1st  day  of  March, 2005, supercedes 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.,  a  Missouri corporation (hereinafter "MARINE") d/b/a Challenger Offshore,
and  Ronald  DiBartolo ("DiBartolo") and Gailynn DiBartolo, the owners of all of
the outstanding shares of common stock of Marine Holdings, Inc. (hereinafter the
"SHAREHOLDERS  OF  MARINE").

                                  WITNESSETH:

     WHEREAS,  XTREME is engaged in the manufacture, marketing and sale of fire,
rescue  and  law  enforcement  patrol  boats.

     WHEREAS,  MARINE  is  engaged  in  the  manufacture,  marketing and sale of
leisure,  fishing  and  performance  boats  under  the  Challenger Offshore name
("PRODUCTS').

     WHEREAS,  the SHAREHOLDERS OF MARINE are the sole record owners and holders
of  an  aggregate  of  one-hundred  percent (100%) of the issued and outstanding
common  stock  of  MARINE  ("MARINE  SHARES").

     WHEREAS,  XTREME  desires to administer the marketing and sales, and be the
exclusive  distributor  of  the  PRODUCTS,  and  MARINE  desires  for  XTREME to
administer  the  marketing  and  sales  and  be the exclusive distributor of the
PRODUCTS.

     WHEREAS,  XTREME  shall  have  the  option  to purchase one-hundred percent
(100%)  of  the  MARINE SHARES, and the SHAREHOLDERS OF MARINE desire to sell or
cause to be sold the MARINE SHARES, upon the terms and subject to the conditions
herein.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained  in  this  Agreement, and in order to consummate the marketing and the
sale  of  the  PRODUCTS,  it  is  hereby  agreed  as  follows:


1.   SERVICES RENDERED

a.   Services rendered by Xtreme.
     (i)  XTREME shall be the exclusive distributor
     of the PRODUCTS and administer all marketing and sales efforts on behalf of
     MARINE.

     (ii) Marketing. XTREME shall offer its key personnel, resources and capital
     to   MARINE to facilitate the sales of PRODUCTS through dealer networks,
     industry trade shows, directly selling and other distributors.

     (iii) Sales Facilitation. XTREME shall act as the Sales Facilitator of
          PRODUCTS. All purchase orders shall flow through XTREME and shall be
          immediately assigned to MARINE for fulfillment.

     (iv) Notify MARINE immediately of any threatened or any actual legal
          actions against MARINE or XTREME regarding the PRODUCTS;


     (v)  Comply with all applicable United States, Territorial, federal,
          provincial and local laws, ordinances and regulations in connection
          with the XTREME's performance of this Agreement;

     (vi) Determine the nature of modifications to the PRODUCTS required by the
          local laws of the Territory to permit the marketing of the PRODUCTS
          within the Territory;

     (vii) Obtain all licenses, permits, government approvals, custom duties and
          any and all other documents or payments which are required to be
          executed and paid in connection with the lawful license in, and
          shipment of the PRODUCTS in the Territory; and

     (vii) XTREME will notify and keep MARINE informed of all campaigns and
          sales efforts that are currently being planned and/or implemented.

b.   Marine responsibilities.
     (i)  MARINE shall procure all inventory and assume responsibility for
          shipping and delivery of all PRODUCTS to the purchaser.

     (ii) MARINE shall be responsible for all ongoing updates, improvements,
          product development and evolution of the PRODUCTS.

     (iii) MARINE agrees to make available to XTREME such PRODUCTS as XTREME may
          secure orders for and at the prices and subject to the terms set forth
          in this Agreement or determined through arms-length negotiations
          between the parties hereto.

     (iv) MARINE shall provide XTREME with at least 30 days written notice prior
          to discontinuation of any PRODUCT.

     (v)  MARINE shall provide XTREME at least 30 days written notice prior to
          the date that any new PRODUCT is to be introduced and shall make such
          PRODUCT available for distribution to XTREME not later than the date
          it is first introduced in the marketplace.

2.     CONSIDERATION:
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     XTREME  shall  pay  five  percent  (5%)  of the total outstanding shares of
XTREME  on  the  CLOSING  DATE  (the "XTREME SHARES") to MARINE for the right to
market,  sell  and  distribute  the  PRODUCTS  upon the terms and subject to the
conditions  herein.  Furthermore,  MARINE  shall  offer  the option to XTREME to
purchase  one-hundred  percent  (100%)  of  the outstanding shares of the MARINE
SHARES  upon  the  terms  and  subject  to  the  conditions  herein.

     Furthermore,  XTREME  shall  receive  a  five percent (5%) cash commission,
based  on  the  total  sales price as represented on purchase orders received by
XTREME  or MARINE for all PRODUCT sales. The commission shall be due immediately
upon  delivery  of  the  PRODUCT(S).

3.     CLOSING.

a.   PROCEDURE FOR CLOSING. The closing of the transaction contemplated by this
     Agreement shall be held at MARINE'S offices on or about March 1, 2005, at
     5:00 pm PST ("CLOSING DATE") or such other place, date and time as the
     parties hereto may otherwise agree.

4.     REPRESENTATIONS  AND  WARRANTIES  OF  MARINE.  MARINE hereby warrants and
represents:

a.   AUTHORITY RELATIVE TO THIS AGREEMENT. Except as otherwise stated herein,
     MARINE has the full power and authority to execute this Agreement and carry
     out the transactions contemplated by it and no further action is necessary
     by MARINE to make this Agreement valid and binding upon MARINE and
     enforceable against them in accordance with the terms hereof, or to carry
     out the actions contemplated hereby. The execution, delivery and
     performance of this Agreement by MARINE will not:

     (i)  constitute a breach or a violation of MARINE'S Certificate of
          Incorporation, By-Laws, or of any law, agreement, indenture, deed of
          trust, mortgage, loan agreement or other instrument to which it is a
          party, or by which it is bound;

     (ii) constitute a violation of any order, judgment or decree to which it is
          a party or by which its assets or properties are bound or affected; or

     (iii) result in the creation of any lien, charge or encumbrance upon its
          assets or properties, except as stated herein.

b.   OWNERSHIP. All of such outstanding shares have been duly authorized,
     validly issued and are fully paid and non-assessable, were not issued in
     violation of the terms of any agreement or other understanding legally
     binding upon MARINE and were issued in compliance with all applicable laws
     and regulations.

c.   REVENUES. MARINE is reporting total revenues of eight-hundred and
     thirty-seven thousand ($837,000) for the first six (6) months of the fiscal
     year ended December 31, 2004.

d.   LAWSUITS, LIENS & TAXES. To the best of MARINE's knowledge, MARINE is not
     currently the subject of any lawsuit threatened or filed. MARINE also
     represents that MARINE, other than obligations to Sun Security Bank ("SUN")
     is free from any liens or encumbrances. MARINE shall be solely responsible
     for all taxes which may be incurred by MARINE resulting from the receipt of
     consideration by MARINE pursuant to this Agreement.

e.   BROKERAGE. MARINE has not made any agreement or taken any other action
     which might cause anyone to become entitled to a broker's fee or commission
     as a result of the transaction contemplated hereunder.

f.   OTHER SECURITIES. MARINE represents that there are no outstanding shares of
     any other class of MARINE stock including but not limited to any MARINE
     preferred stock or any other equity derivative or instrument which can be
     converted to common stock, other than the MARINE SHARES of common stock
     represented in this Agreement.

     REPRESENTATIONS  AND  WARRANTIES  OF  XTREME.  XTREME  hereby  warrants and
represents:

a.   AUTHORITY RELATIVE TO THIS AGREEMENT AND ANCILLARY DOCUMENTS. Except as
     otherwise stated herein, XTREME has full power and authority to execute
     this Agreement, and carry out the transactions contemplated by it and no
     further action is necessary by XTREME to make this Agreement valid and
     binding upon XTREME and enforceable against it in accordance with the terms
     hereof, or to carry out the actions contemplated hereby and thereby. The
     execution, delivery and performance of this Agreement by the XTREME will
     not:

     i.   constitute a breach or a violation of any law, agreement, indenture,
          deed of trust, mortgage, loan agreement or other instrument to which
          it is a party, or by which it is bound;

     ii.  constitute a violation of any order, judgment or decree to which it is
          a party or by which its assets or properties are bound or affected; or

     iii. result in the creation of any lien, charge or encumbrance upon its
          assets or properties except as stated herein.

b.   OWNERSHIP. All of such outstanding shares have been duly authorized,
     validly issued and are fully paid and non-assessable, were not issued in
     violation of the terms of any agreement or other understanding legally
     binding upon XTREME and were issued in compliance with all applicable laws
     and regulations.

c.   LAWSUITS, LIENS & TAXES. Other than reported in its SEC filings, to the
     best of XTREME's knowledge, XTREME is not currently the subject of any
     lawsuit threatened or filed. Other than reported in its SEC filings XTREME
     is free from any liens or encumbrances. XTREME shall be solely responsible
     for all taxes which may be incurred by XTREME resulting from the receipt of
     consideration by XTREME pursuant to this Agreement.

d.   BROKERAGE. XTREME has not made any agreement or taken any other action
     which might cause anyone to become entitled to a broker's fee or commission
     as a result of the transactions contemplated hereunder.

5.     PERFORMANCE  MILESTONE.  Pursuant  to  the  terms  and conditions of this
Agreement;

MARINE  and XTREME agree to a schedule of GROSS PROFITS to be achieved by MARINE
and  XTREME  during  the  twelve months following the CLOSING DATE ("PERFORMANCE
PERIOD").  GROSS  PROFITS  are defined as the boat sale's price less the cost of
construction  including labor as defined in "Exhibit A" attached hereto.  A sale
is  defined  as XTREME or MARINE receiving a signed purchase order with either a
financial  deposit  or  an  order  from  a  credit  worthy dealer.  The Board of
Directors  of  XTREME  will confirm credit and accept or reject the offer. GROSS
PROFITS are not contingent upon XTREME's ability to build and deliver the boats.

During  the  PERFORMANCE  PERIOD;

a.   MILESTONE. MARINE shall cause, two million dollars ($2,000,000) worth of
     GROSS PROFITS ("PERFORMANCE MILESTONE"), to be generated through the sale
     of XTREME or MARINE boats.

b.   LIABILITIES. XTREME shall assume all of the financial responsibilities of
     MARINE, including the servicing of MARINE'S liabilities disclosed in
     Exhibits "B" and "C" attached hereto (the "LIABILITIES").

c.   WORK IN PROCESS LOANS. XTREME agrees to sign for any new work in process
     loans required to fulfill boat orders pursuant to this Agreement.

d.   MARINE EXPENSES. All MARINE invoices or expenses greater than one-thousand
     dollars ($1,000) shall require the authorization and signature of XTREME
     CEO Kevin Ryan on checks or wires for said payments. All future MARINE
     obligations greater than five-thousand dollars ($5,000) shall require the
     approval of a majority of the XTREME Board of Directors, prior to
     acceptance of the obligation. All MARINE invoices or expenses greater than
     five-thousand dollars ($5,000) shall require the approval of a majority of
     the XTREME Board of Directors, prior to payment.

f.   OPTION TO PURCHASE ADDITIONAL SHARES. At any time during the PERFORMANCE
     PERIOD that MARINE achieves the PERFORMANCE MILESTONE;

     i.   XTREME shall purchase one hundred percent (100%) of the outstanding
          shares of MARINE ("MARINE PERFORMANCE SHARES"), in exchange for an
          additional twenty percent (20%) of the outstanding shares of XTREME at
          the end of the PERMORMANCE PERIOD ("XTREME PERFORMANCE SHARES").

     ii.  XTREME shall payoff, have transferred and/or assume the LIABILTIES and
          receive the related assets and cause Ron and Gailynn DiBartolo to be
          released and held harmless from any liability whatsoever in connection
          with Marine Holdings, Inc., or the transferred assets. In no event
          shall Xtreme have the right to purchase 100% of the outstanding shares
          of Marine unless and until Ron and Gailynn DiBartolo are personally
          absolved and relieved of any and all personal liability in connection
          with the transfer of stock and assets contemplated herein.

          In  the  event  that MARINE fails to achieve the PERFORMANCE MILESTONE
during  the PERFORMANCE PERIOD, the amount of XTREME PERFORMANCE SHARES shall be
reduced  by a pro rata amount as a percentage of GROSS PROFIT actually achieved.
For example, if MARINE achieves a total GROSS PROFIT of only one-million dollars
($1,000,000) by the end of the PERFORMANCE PERIOD, the XTREME PERFORMANCE SHARES
shall  be  reduced  by  fifty  percent  (50%)  or  to  ten  percent (10%) of the
outstanding  shares of XTREME. However, regardless of the amount of GROSS PROFIT
achieved  by  MARINE  and  any  resulting  reduction  in  the  amount  of XTREME
PERFORMANCE  SHARES,  XTREME  shall  not experience a reduction in the amount of
MARINE  PERFORMANCE  SHARES  received  under  any  circumstances.

     In  the  event  that  MARINE  or XTREME fails to achieve GROSS PROFIT of at
least  one-million dollars ($1,000,000) ("MINIMUM PERFORMANCE MILESTONE") during
the  PEFROMANCE  PERIOD,  XTREME  shall  have  the  sole  right  to  either;

     iii. Terminate its relationship with MARINE ("TERMINATION") and immediately
          have delivered the XTREME SHARES from MARINE. Upon, TERMINATION,
          MARINE shall immediately reassume its sole and full responsibilities,
          duties and obligations pursuant to SECTION 5.B., AND 5.C. of this
          Agreement. Upon TERMINATION, XTREME shall not any longer be required
          to fulfill any responsibilities, duties or obligations pursuant to
          SECTION 5.B, AND 5.C. of this Agreement. XTREME shall be liable for
          all Work In Process loans executed after the CLOSING DATE and shall
          also be entitled to receive all revenues generated for boat sales
          corresponding to said Work In Process loans.

     iv.  Exercise its right to purchase the MARINE SHARES pursuant to SECTION
          4. F. I and 4. F. II of this Agreement ("EXERCISE"). However, the
          amount of XTREME PERFORMANCE SHARES shall be reduced by a pro rata
          amount as a percentage of GROSS PROFIT actually achieved and
          regardless of the amount of GROSS PROFIT achieved by MARINE and any
          resulting reduction in the amount of XTREME PERFORMANCE SHARES, XTREME
          shall not experience a reduction in the amount of MARINE SHARES it is
          entitled to under any circumstances. The "EXERCISE DATE" must occur no
          later than thirty days following the end of the PERFORMANCE PERIOD.

g.     President  Of  Marine.  Ron  DiBartolo  shall remain President of MARINE.

6.      EXPENSES.  Each  of  the  parties  hereto  shall  pay its own expense in
connection  with  this  Agreement  and  the  transactions  contemplated  hereby,
including  the  fees  and  expenses  of  its  counsel  and  its certified public
accountants  and  other  experts.

7.       CLOSING  DELIVERIES.  At  the  Closing,  the  deliveries  hereinafter
specified shall be made by the respective parties hereto, in order to consummate
the  transactions  contemplated  hereby.  A  best  effort  shall be made by both
parties  regarding  deliveries  by  the  Closing  date  or  such reasonable time
thereafter.

a.     DELIVERIES  BY MARINE.  MARINE shall deliver or caused to be delivered to
XTREME:

     i.   Stock certificates, and any and all other instruments of conveyance
          and transfer as required by this Agreement; and

     ii.  copies of all third party consents including but not limited approval
          from SUN, necessary to consummate the transaction contemplated herein.

     iii. copies of MARINE's most recent financial statements.

b.     DELIVERIES  BY XTREME.  XTREME shall deliver or caused to be delivered to
MARINE:

     i.   the Purchase Price of this Agreement; and Stock certificates, and any
          and all other instruments of conveyance and transfer as required by
          this Agreement; and

     ii.  copies of all third party consents necessary to consummate the
          transaction contemplated herein.

     iii. copies of XTREME's most recent financial statements as filed with the
          SEC.

8.     STOCK  SALES.     SHAREHOLDERS  OF  MARINE  agree  that  once  they  are
permitted to sell any XTREME SHARES or XTREME PERFORMANCE SHARES pursuant to the
terms  and  conditions  of this Agreement, they will be subject to the following
restrictions;  once  sales  are  permitted  pursuant to Rule 144, between months
twelve  and  thirty-six (12-36) following the CLOSING DATE ("BLEED OUT PERIOD"),
that  the  SHAREHOLDERS  OF  MARINE  shall  at  no  time  sell  more  than  one
twenty-fourth  (1/24th ) of their total XTREME holdings in any one (1) month and
during  the BLEEDOUT PERIOD or anytime thereafter, sell shares representing more
than  five percent (5%) of the XTREME daily trading volume in any one day unless
agreed  to in writing by the XTREME Board Of Directors. Further, SHAREHOLDERS OF
MARINE  may  not  transfer,  pledge,  hypothecate or loan their XTREME SHARES or
XTREME  PERFORMANCE SHARES at any time nor under any circumstances unless agreed
to  in  writing  by  the  XTREME  Board  Of  Directors.

9.     ESCROW.     The  MARINE  PERFORMANCE SHARES and XTREME PERFORMANCE SHARES
shall  be  held  in  an escrow account administered by SUN ("Exhibit D" attached
hereto).  Upon  TERMINATION  or  EXERCISE  by XTREME, SUN shall be instructed to
deliver  the  MARINE  PERFORMANCE SHARES and XTREME PERFORMANCE SHARES to XTREME
and/or MARINE pursuant to the terms and conditions of this AGREEMENT, within two
(2)  days  of  written  receipt  of  notice  by XTREME to TERMINATE or EXERCISE.

10.        GENERAL.

a.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  Each of the parties to this
Agreement  covenants and agrees that its respective representations, warranties,
covenants  and  statements  and  agreements  contained in this Agreement and the
exhibits  hereto,  and  in any documents delivered in connection herewith, shall
survive  the  CLOSING  DATE  indefinitely.  Except agreements between XTREME and
MARINE,  and  as  set  forth  in  this  Agreement, the exhibits hereto or in the
documents  and  papers  delivered  in  connection  herewith,  there are no other
agreements,  representations,  warranties  or  covenants by or among the parties
hereto  with  respect  to  the  subject  matter  hereof.

b.      WAIVERS.  No  action  taken  pursuant  to  this Agreement, including any
investigation  by  or  on  behalf  of  any party shall be deemed to constitute a
waiver  by  the  party taking such action or compliance with any representation,
warranty,  covenant  or agreement contained herein, therein and in any documents
delivered  in  connection herewith or therewith.  The waiver by any party hereto
of a breach of any provision of this Agreement shall not operate or be construed
as  a  waiver  of  any  subsequent  breach.

c.     NOTICES.  All  notices, requests, demands and other communications, which
are  required or may be given under this Agreement shall be in writing and shall
be  deemed  to  have  been  duly given if delivered or mailed, first class mail,
postage  prepaid:


To  MARINE:          Marine  Holdings  Inc.  d/b/a  Challenger  Offshore
                     ATT/Ron  DiBartolo,  President
                     300  Westlink  Dr.
                     Washington,  MO  63090

To  SHAREHOLDERS     Ron  and  Gailynn  DiBartolo
   OF  MARINE:       14  Glenworth  Ct.
                     Manchester,  MO  63011

To  XTREME:          Xtreme  Companies,  Inc.
                     ATT/Michael  Novielli,  Chairman
                     312  Stuart  St.,  3rd  Floor
                     Boston,  MA  02116

or to such other address as such party shall have specified by notice in writing
through  Certified  Mail  to  the  other  party.

e.      ENTIRE  AGREEMENT.  This  Agreement  (including all documents and papers
delivered  pursuant  hereto  and  any  written amendments hereof executed by the
parties  hereto)  constitutes  the  entire  agreement  and  supersedes all prior
agreements and understandings, oral and written, between the parties hereto with
respect  to  the  subject  matter  hereof.

f.      SECTIONS  AND  OTHER HEADINGS.  The section and other headings contained
in  this  Agreement  are  for  reference  purposes only and shall not affect the
meaning  or  interpretation  of  this  Agreement.

g.      GOVERNING LAW.  This Agreement and all transactions contemplated hereby,
shall  be governed by, construed and enforced in accordance with the laws of the
State of Missouri. The parties herein waive trial by jury and agree to submit to
the  personal  jurisdiction  and venue of a court of subject matter jurisdiction
located  in  St.  Louis County, State of Missouri.  In the event that litigation
results  from  or  arises  out of this Agreement or the performance thereof, the
parties  agree  to  reimburse the prevailing party's reasonable attorney's fees,
court  costs,  and  all  other  expenses, whether or not taxable by the court as
costs,  in  addition  to  any other relief to which, the prevailing party may be
entitled.

h.      CONTRACTUAL  PROCEDURES.  Unless  specifically disallowed by law, should
litigation  arise  hereunder,  service  of  process  therefore,  may be obtained
through certified mail, return receipt requested; the parties hereto waiving any
and  all  rights  they  may  have  to  object to the method by which service was
perfected.

i.      CONFIDENTIALITY  AND  NON-DISCLOSURE:  Except  to the extent required by
law,  without the prior written consent, the undersigned will not make, and will
each  direct its representatives not to make, directly or indirectly, any public
comment,  statement,  or communication with respect to, or to disclose or permit
the  disclosure  of  the  existence  of  this  transaction  prior  to  closing.

j.      AMENDMENT  AND  WAIVER.  The  parties may by mutual agreement amend this
Agreement  in  any  respect, and any party, as to such party, may (a) extend the
time  for  the performance of any of the obligations of any other party, and (b)
waive  (i)  any  inaccuracies  in  representations  by  any  other  party,  (ii)
compliance  by  any  other party with any of the agreements contained herein and
performance of any obligations by such other party, and (iii) the fulfillment of
any  condition  that is precedent to the performance by such party of any of its
obligations under this Agreement.  To be effective, any such amendment or waiver
must  be  in  writing and be signed by the party against whom enforcement of the
same  is  sought.

k.      COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each  of whom shall for all purposes are deemed to be an original
and  all  of  which  shall  constitute  one  instrument.

IN  WITNESS  WHEREOF, this Agreement has been executed by each of the individual
parties  hereto,  all  on  the  date  first  above  written.

Xtreme  Companies,  Inc.

/s/  Kevin  Ryan
_____________________________________
Kevin  Ryan,  President  &  CEO



Marine  Holdings,  Inc.
d/b/a  Challenger  Offshore

/s/  Ron  DiBartolo
______________________________________
Ron  DiBartolo,  President



Shareholders  Of  Marine

/s/  Ron  DiBartolo
______________________________________________
Ron  DiBartolo



Shareholders  Of  Marine

/s/  Gailynn  DiBarolo
_______________________________________
Gailynn  DiBartolo