ADDENDUM
THIS ADDENDUM ("ADDENDUM") TO THE DEBENTURE AGREEMENTS ON THIS 23RD DAY OF MAY,
2005, BY END BETWEEN THE PARTIES XTREME COMPANIES, INC. ("COMPANY"), DUTCHESS
CAPITAL MANAGEMENT ON BEHALF OF DUTCHESS PRIVATE EQUITIES FUND, LP AND DUTCHESS
PRIVATE EQUITIES FUND, II, LP (COLLECTIVELY "DUTCHESS"); AND EFUND CAPITAL
PARTNERS, LLC ("EFUND")
Whereas, the parties have agreed to amend Section 3.2 (c), Conversion Rate, of
the Debentures and have reached full agreement as to the terms and conditions of
such amendment for the following outstanding debentures:
eFund Capital Partners
October 1, 2003 $ 50,000
February 18, 2004 $ 28,000
October 18, 2004 $ 18,000
March 10, 2005 $ 60,000
March 28, 2005 $ 60,000
May 20, 2005 $ 120,000
Dutchess Private Equities Fund
October 1, 2003 $ 50,000
January 20, 2004 $ 50,000
March 8, 2005 $ 120,000
April 18, 2005 $ 84,000
May 5, 2005 $ 192,000
Dutchess Private Equities Fund, II
October 18, 2004 $ 20,000
December 23, 2004 $ 240,000
February 4, 2005 $ 240,000
May 13, 2005 $ 228,000
May 18, 2005 $ 101,817
Section 3.2
(c) Conversion Rate. Holder is entitled to convert the face amount of this
Debenture, plus accrued interest, anytime following the Closing Date, at fifteen
cents per share ($.15) ("Fixed Conversion Price"), the "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, as the case
may be, to the nearest whole share. The Holder shall retain all rights of
conversions during any partial trading days.
No other terms, rights or provisions of the Agreement are or should be
considered to have been modified by the terms of this Addendum and each party
retains all other rights, obligations, privileges and duties contained in the
Agreement.
Agreed and Accepted, and duly authorized to sign, on this 23rd day of May, 2005
By Dutchess:/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, Managing Director
By Company:/s/ Xxxxx Xxxx
Xxxxx Xxxx, Xtreme Companies
By eFund:/s/ Xxxxxxx Xxxx
Xxxxxxx Xxxxx, Managing Member
