**Exhibit14.4**

**CHARTER OFTHE**

**COMPENSATIONCOMMITTEE**

**OF THEBOARD OF DIRECTORS OF**

**XELR8HOLDINGS, INC.**

 

**I.****                                        ****PURPOSE**

 

The CompensationCommittee (the “Committee”) is appointed to discharge the responsibilities ofthe Board of Directors (the “Board”) of XELR8 Holdings, Inc., a Nevadacorporation (the “Company”), relating to compensation of the Board and theCompany’s executive officers.

 

**II.            MEMBERSHIP**

 

The Committeeshall consist of three or more directors, each of whom shall satisfy thedefinition of (a) “independent” as that term is defined from time to timeby the listing standards of the American Stock Exchange (AMEX),; (b) “non-employeedirector” as that term is defined in Rule 16b-3 of the rules andregulations promulgated under the Securities Exchange Act of 1934; and (c) “outsidedirector” as that term is defined for the purposes of the Internal RevenueCode, Section 162(m), as amended. Membership on the Committee is determined annually by the Board. TheCommittee’s chairperson (the “Chairperson”) shall be designated by the Boardor, if the Board has not done so prior to any meeting of the Committee, theCommittee members shall elect a Chairperson by the affirmative vote of amajority of the Committee’s members at such meeting. Each Committee membershall serve until his or her successor is duly elected and qualified. The Boardmay remove any member from the Committee at any time with or without cause.Should any member of the Committee cease to satisfy the definitions referencedin clauses (a), (b) and (c) of the preceding paragraph, or should anymember cease to be a member of the Board, such member shall immediately resignhis or her membership on the Committee without any request, notice or other action by the Board or any otherperson or party.

 

**III.           COMMITTEEMEETINGS**

 

The Committeeshall meet at least once per calendar year. Additional meetings are scheduledas needed and shall be called by the Chairperson, or if none, by any Committeemember. A majority of the total number of members of the Committee shallconstitute a quorum for the transaction of business. Minutes of a meeting ofthe Committee shall be recorded by the secretary of such meeting, which shallbe appointed by the chairperson at each such meeting. The approval or an act bya majority of the members present at a meeting at which a quorum is presentshall constitute the approval or an act by the Committee. The Committee mayalso act by unanimous written consent without a meeting.

 

**IV.           COMPENSATIONPHILOSOPHY**

 

The Company’scompensation policies with respect to the Company’s Board members and executiveofficers are based on the principles that compensation should, to a significantextent, be reflective of the financial performance of the Company, and that asignificant portion of executive officers’ compensation should providelong-term incentives. The Committee seeks to have Board member and executivecompensation set at levels that are sufficiently competitive so that theCompany may attract, retain and motivate high quality Board members andexecutives to contribute to the Company’s success. In assessing overallcompensation for Board members and executive officers, the Committee considersthe Company’s performance, relative stockholder return and industry position,general industry data, awards given to the Company’s executives in past years,and the recommendations of third-party consultants.

 

**V.            RESPONSIBILITIESAND AUTHORITY**

 

The Committeeshall:

 

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1.             Review and approve the Company’s goals and objectivesrelating to Chief Executive Officer compensation, evaluate the Chief ExecutiveOfficer’s performance in light of such goals and objectives, and set the ChiefExecutive Officer’s compensation level, perquisites and other benefits based onthis evaluation, all in keeping with the Committee’s compensation philosophyset forth in this charter. The Chief Executive Officer may not be presentduring deliberations or voting concerning the Chief Executive Officer’sperformance and compensation;

 

2.             In consultation with the Company’s Chief ExecutiveOfficer, review and approve the compensation level, perquisites and otherbenefits of other executive officers of the Company, taking into account therecommendation of the Chief Executive Officer and such other information as theCommittee believes appropriate, and review with the Chief Executive Officer thecompensation of other executive officers, all in keeping with the Committee’scompensation philosophy set forth in this charter;

 

3.             Review and recommend to the Board new executivecompensation programs; review annually the operation of the Company’s executivecompensation programs to determine whether they are properly coordinated andachieving their intended purpose(s); establish and periodically review policiesfor the administration of executive compensation programs;

 

4.             Review and recommend to the Board the appropriatestructure and amount of compensation for the Directors;

 

5.             Establishand periodically review policies in the area of senior management perquisites;

 

6.             Review and approve material changes in the Company’semployee benefit plans; make recommendations to the Board with respect toincentive-compensation plans, equity-based plans and deferred compensationplans, and establish criteria for the granting of options and other stock-basedawards to the Company’s executive officers and other employees and review andapprove the granting of options and other stock-based awards to the Company’sexecutive officers, including administering the Company’s 2003 StockOption/Stock Issuance Plan and any other incentive-compensation plans,equity-based plans and deferred compensation plans;

 

7.             Review and recommend to the Board the terms of anyemployment agreement to be executed by the Company with an executive officer ofthe Company;

 

8.             Have the sole authority to retain, and terminate, anythird party consultants to assist in the evaluation of director, chiefexecutive officer or executive compensation, and shall have sole authority toapprove such consultant’s fees and other retention terms. The Company shallprovide for appropriate funding, as determined by the Committee, for payment ofcompensation to any such consultant employed or retained by the Committee;

 

9.             Review and reassess the adequacy of this charterannually and recommend any proposed changes to the Board for approval.Additionally, the Committee shall annually evaluate its own performance. TheCommittee shall prepare, and report to the Board the results of, such annualperformance evaluation, which shall compare the performance of the Committeewith the requirements of this charter; and

 

10.           Produce an annual report of theCommittee on executive compensation for the Company’s annual proxy statement incompliance with applicable rules and regulations.

 

**VI.           REPORTSTO THE BOARD**

 

All action takenby the Committee shall be reported to the Board at the next Board meetingfollowing such action.  In addition,compensation matters may be discussed in executive session with the full Boardduring the course of the year.

 

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