exhibit10_34.htm


     

    Exhibit
10.34


    AMENDMENT
TO EMPLOYMENT AGREEMENT

     

    This
Amendment to Employment Agreement (“Amendment”) is entered
into effective this 1st day of May, 2009, by and between XELR8, Inc. (the “Company”) and John
D. Pougnet (“Employee”).

    


    RECITALS

     

    A. The
Company and Employee are parties to that certain Employment Agreement dated
effective February 1, 2008 (the “Employment Agreement”).

     

    B. The
Company and Employee desire to amend the compensation to be paid under the
Employment Agreement.

     

    AGREEMENT

     

    Now,
therefore, for good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged, and with the intent to be legally
bound, the parties agree as follows:

     

    I.           Definitions.  All capitalized
terms used herein will have the same meaning ascribed to them in the Employment
Agreement unless a different definition is given to a term herein.

     

    II.           Base
Salary.  Section 3(A) of
the Employment Agreement is deleted in its entirety, with the following
substituted in its place:

     

    
      	
               
      

            	
              A.

            	
              Base
      Salary.

            


    

    


    i.           During
the term of this Agreement, except as set forth otherwise in Sections 3(A)(ii)
and 3(B), the Company will pay to Employee base salary (“Base Salary”) at the
initial rate of $205,000 (Two Hundred and Five Thousand and No/100 dollars) per
annum.

    


    ii.           For
each month that the Monthly Net Receipts (as defined below) do not meet or
exceed the 2009 Monthly Target Receipts (as defined below) for the applicable
month, the Base Salary for the following month shall be reduced to the amount of
$169,000 (One Hundred Sixty Nine Thousand and No/100 Dollars) per annum for the
following month, provided that Employee is employed by the Company during such
following calendar month.

    


    iii.           The
Company’s “2009 Monthly Target Receipts” shall be as follows:

    


    
      
        
          	
                  Month

                   

                	
                  2009
      Monthly Target
      Receipts

                   

                
	
                  April
      2009

                	
                  $550,000

                
	
                  May
      2009

                	
                  $650,000

                
	
                  June
      2009

                	
                  $725,000

                
	
                  July
      2009

                	
                  $800,000

                
	
                  Each
      month from August 2009 to December 2009

                	
                  $775,000

                


        

      

    

    


    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

     

    III.           Conflicts.  To the extent of
any conflicts between the Employment Agreement and this Amendment, the terms of
this Amendment will control.

     

    IV.           Ratification.  Except as amended
by this Amendment, all of the terms of the Employment Agreement are hereby
ratified, confirmed and reaffirmed by the parties.

     

    IN WITNESS WHEREOF, the
parties have entered into this Amendment on the day and date set forth
above.


    


    


    
      
        	
                THE
      COMPANY:

                 

                XELR8,
      INC.

                 

                By:  /s/ Sanford D.
      Greenberg

                      
      Sanford D. Greenberg

                      
      Chairman of the Board of Directors

              	 
      	
                EMPLOYEE:

                 

                 

                 

                By:  /s/ John D.
      Pougnet

                       
      John D. Pougnet

                 

              
	 
      	 
      	 
      
	
                By:  /s/ Anthony B.
      Petrelli

                      
      Anthony B. Petrelli

                      
      Chairman of the Compensation Committee