**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 listingstandards of the American Stock Exchange (AMEX), the Securities Exchange Act of1934, as amended and the rules and regulations of the Securities andExchange Commission.  Membership on theCommittee shall be determined annually by the Board. Unless a Chairman of theCommittee is elected by the full Board, the members of the Committee maydesignate a Chairman of the Committee by majority vote of the full Committeemembership. Should any member of the Committee cease to be independent, suchmember shall immediately resign his or her membership on the Committee. TheBoard may remove a member of the Committee at any time with or without cause.In the case of a vacancy on the Committee, the Board may appoint an independentdirector to fill the vacancy for 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 in effectfrom time to time, the Committee, in consultation with the Chairman of theBoard and the Chief Executive Officer, shall:

 

1.               Review and make recommendations on the range of skillsand expertise that should be represented on the Board, and the eligibilitycriteria for individual Board and committee membership;

2.               Review and recommend to the Board the appropriatestructure of the Board;

3.     Identifyand recommend potential candidates for election or re-election to the Board;

 

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4.               Implement a policy and procedures with regard to theconsideration of any director candidates recommended by security holders;

5.               Review and recommend to the Board the appropriatestructure of Board committees, committee assignments and the position ofchairman of each committee;

6.     Assesssuccession planning for senior executive management and leadership of theCompany;

7.               Assist the Board in implementing a policy providingfor a process for security holders to send communications to the Board;

8.               Develop and monitor a procedure for conducting Boardmember self-assessments on an annual basis; and

9.               Review and reassess the adequacy of this Committee andits Charter not less than annually and recommend any proposed changes to theBoard for consideration 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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