**Exhibit14.5**

 

**CHARTER OFTHE**

**NOMINATINGAND GOVERNANCE COMMITTEE**

**OF THEBOARD OF DIRECTORS OF**

**XELR8HOLDINGS, INC.**

 

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

 

The role of theGovernance and Nominating Committee (the “Committee”) is to:

 

·                  Identify and recommend qualified individuals to becomemembers of the Board of Directors (the “Board”) of XELR8 Holdings, Inc.(the “Company”);

·                  Assist the Board in determining the composition of theBoard and its committee membership; and

·                  Assist the Board in developing and monitoring theCompany’s corporate governance guidelines.

 

**II.****                                    ****ORGANIZATION**

 

**A.****           ****Membership**

 

The Committeeshall consist of at least three members, a majority of which, in the opinion ofthe Board, satisfies the definition of “independent” under the rules andregulations of the Securities Exchange Act of 1934, as amended and the rules andregulations of the Securities and Exchange Commission.  Membership on the Committee shall bedetermined annually by the Board. Unless a Chairman of the Committee is electedby the full Board, the members of the Committee may designate a Chairman of theCommittee by majority vote of the full Committee membership. Should any memberof the Committee cease to be independent, such member shall immediately resignhis or her membership on the Committee. The Board may remove a member of theCommittee at any time with or without cause. In the case of a vacancy on theCommittee, the Board may appoint an independent director to fill the vacancyfor the remainder of the term.

 

**B.****           ****Meetings**

 

The Committeeshall meet at such times and from time to time as it deems to be appropriate,but not less than once annually. Members of the Committee may attend a meetingby telephone conference. The Committee may request any officer or employee ofthe Company or the Company’s outside counsel or independent public accountantsto attend a meeting of the Committee or to meet with any members of, orconsultants to, the Committee.  Except asotherwise provided by statute or this Charter, a majority of the incumbentmembers of the Committee shall be required to constitute a quorum for thetransaction of business at any meeting, and the act of a majority of theCommittee members present and voting at any meeting at which a quorum ispresent shall be the act of the Committee. Minutes of each meeting of theCommittee shall be reduced to writing. The Committee shall report to the Boardat the first Board meeting following each such Committee meeting. The Committeemay also act by unanimous written consent without a meeting.  In addition, nomination matters may bediscussed in executive session with the full Board during the course of theyear.

 

**III.****                                ****RESPONSIBILITIES**

 

Subject to theprovisions of the Company’s corporate governance guidelines that may be ineffect from time to time, the Committee, in consultation with the Chairman ofthe Board and the Chief Executive Officer, shall:

 

1.**              **Review and make recommendations on the range of skills and expertisethat should be represented on the Board, and the eligibility criteria forindividual Board and committee membership;

2.**              **Review and recommend to the Board the appropriate structure of theBoard;

3.**              **Identify and recommend potentialcandidates for election or re-election to the Board;

4.**              **Implement a policy and procedures with regard to the consideration ofany director candidates recommended by security holders;

 

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5.**              **Review and recommend to the Board the appropriate structure of Boardcommittees, committee assignments and the position of chairman of eachcommittee;

6.**              **Assess succession planning for seniorexecutive management and leadership of the Company;

7.**              **Assist the Board in implementing a policy providing for a process forsecurity holders to send communications to the Board;

8.**              **Develop and monitor a procedure for conducting Board member self-assessmentson an annual basis; and

9.**              **Review and reassess the adequacy of this Committee and its Charter notless than annually and recommend any proposed changes to the Board forconsideration and approval.

 

The Committee’soversight of director nominations shall not apply in cases where the right tonominate a director legally belongs to a third party.

 

**IV.****                               ****AUTHORITY**

 

The Committee willhave the resources and authority necessary to discharge its duties andresponsibilities. The Committee has sole authority to retain and terminateoutside counsel, any search firm used to identify director candidates, or otherexperts or consultants, as it deems appropriate, including sole authority toapprove the firms’ fees and other retention terms. The Committee will beprovided with appropriate funding by the Company, as the Committee determines,for the payment of compensation to the Company’s outside counsel and otheradvisors as it deems appropriate, and ordinary administrative expenses of theCommittee that are necessary or appropriate in carrying out its duties. Indischarging its oversight role, the Committee is empowered to investigate anymatter brought to its attention. Any communications between the Committee andlegal counsel in the course of obtaining legal advice will be consideredprivileged communications of the Company and the Committee will take allnecessary steps to preserve the privileged nature of those communications.

 

The Committee mayform and delegate authority to subcommittees and may delegate authority to oneor more designated members of the Committee.

 

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