**Exhibit 10.28**

**THIRD AMENDMENT TOEMPLOYMENT AGREEMENT**

ThisThird Amendment to Employment Agreement (the “Second Amendment”) isentered into as of November 1, 2006 by and between **XELR8Holdings, Inc. (formerly Vitacube Systems Holdings, Inc.),**a Nevadacorporation (the “Holdings”), **XELR8,Inc.,**a Colorado corporation (“XELR8”) (Holdings and XELR8collectively, “the Company”), and **Sanford D. Greenberg**(the“Employee”).

**EXPLANATORY STATEMENT**

A.            The Company and Employee previouslyentered into a Restated Employment Agreement dated March 2, 2005, a FirstAmendment to Employment Agreement dated July 10, 2006  and a Second Amendment to EmploymentAgreement dated October 1, 2006 (collectively, the “Employment Agreement”)whereby the Employee was employed by the Company.

B.            XELR8 is a wholly owned subsidiaryof Holdings.

C.            The Company desires to assign theEmployment Agreement to XELR8 and the parties desire to further amend theassigned Employment Agreement.

NOW, THEREFORE, in consideration of the foregoingExplanatory Statement which is made a substantive part of this SecondAmendment, the mutual promises contained herein and other good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged, itis agreed as follows:

**1.**             ***Incorporation of the EmploymentAgreement.**** *The Employment Agreement is herebyincorporated into this Third Amendment by reference, and the provisions of theEmployment Agreement shall be applicable except as modified by this ThirdAmendment. In the event of any conflict between the provisions of theEmployment Agreement and this Third Amendment, the provisions of this ThirdAmendment shall control.

 **               2.       *Assignmentof Employment Agreement.***In accordance with Section 14 ofthe Employment Agreement, the Company hereby assigns the Employment Agreement,including all benefits, duties and obligations, to XELR8 as the Employerpursuant to the Employment Agreement. All references in the EmploymentAgreement to Employer shall apply solely to XELR8.

**3.   *Amendmentof Employment Agreement. ***The Employment Agreement is amended asfollows:

a.               Section 1, Employment, is amended by replacing the first sentence ofSection 1(b) with the following:

“Employee will devotesuch time and energies to the business of the Employer as the Employer deemsnecessary to accomplish all duties reasonable assigned, and will devote hisbest efforts to advance the interests of the Employer.”

b.              Section 1(b) is further amended by replacing the second paragraphwith the following:

“Employee’s duties shallinclude (i) providing positive motivational messages to the Employer’sindependent distributors and speaking at Employer sponsored events as

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requested by Employer and(ii) provided in writing by the Employer’s Board of Directors.”

c.               Section 1 is further amended by the addition of a new Section1(e) as follows:

“1(e), Term. This SecondAmendment is effective the date of execution and terminates on the 12th anniversary ofthat date. The Employment Agreement may be extended upon mutual approval of theEmployer and Employee.”

d.              Section 2, Compensation, is amended to read as follows:

“Employee shall receiveas compensation for all responsibilities an annual salary of One Dollar ($1.00)per year payable on each anniversary date of this Agreement.”

e.               Section 4, Bonuses, is amended to read as follows:

“Employee waives any andall rights to participate in any incentive executive bonus plan of Employer,but will receive a bonus equal to one percent (1%) of the gross sales ofEmployer for efforts with Employer, net of returns and allowances, for effortswith Employer’s distributors to be paid monthly in arrears on the first normalpayroll date subsequent to November 1, 2006 for a period of 12 years from thedate of this Third Amendment. Further, upon execution of this Agreement,Employee shall receive 1,500,000 restricted shares of the Company common stock.”

f.                 Section 5, Benefits, is amended to read to follows:

“The sole benefits towhich the Employee shall be entitled are (i) the right to continue toparticipate in the XELR8 health insurance plan, including health and dentalcoverage, at no cost to the Employee and (ii) the right to maintain one (1)cellular telephone through the XELR8 corporate cellular telephone program.”

g.              Section 6, Expenses, is amended to read as follows:

“Employee shall only bereimbursed for reasonable and necessary expenses incurred by him in theperformance of his duties hereunder if such expenses are pre-approved inwriting by the Employer’s Chief Executive Officer or Chief Financial Officerand shall be reimbursed upon presentation of written proof of such expenses ina form acceptance to the Employer.”

h.              Section 10, Termination, is amended as follows:

i.                                          The “or” at the end of Section 10(a)(iii)is deleted and to the end of the first sentence of this section is added: “or(v) in performing his duties hereunder, Employee engages in any conduct thatcould bring disrepute, contempt, scandal or ridicule to the Company asdetermined by the Company in its reasonable discretion.”

ii.                                       Section 10(b) is amended to read asfollows:

“Without Cause. In theevent that the Employee is terminated without just cause, Employee’s solebenefit and remedy shall be a continuation of the

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bonus of one percent (1%)of the net sales of Employer set forth in Section 4 above.”

**4.   *Waiver ofOptions.***Employeehereby agrees to waive and forfeit options for 250,000 shares of the Company’scommon stock that were granted on April 1, 2004, and that upon execution ofthis Third Amendment, such options shall be cancelled.

**5.   *Counterpartsand Facsimile Signatures.***This Second Amendment may beexecuted in one or more counterparts, each of which shall be deemed anoriginal, but all of which together shall constitute one and the sameinstrument and a facsimile signature shall be deemed an original signature forall purposes.

This ThirdAmendment has been executed as of the date set forth above.
| **XELR8 Holdings, Inc.****/s/  John D. Pougnet** |   |                                  |
|--------------------------------------------------|--------|---------------------------------------|
| ** **                                       |   |                                  |   |   |
| ** **                                       |   |                                  |   |   |
| By:                                              |   | /s/ John Pougnet                      |   | /s/ Sanford D Greenberg |
|                                             |   | John Pougnet, Chief Executive Officer |   | Sanford D. Greenburg |
|                                             |   |                                  |   |   |
|                                             |   |                                  |   |   |
| **XELR8, Inc.**                                  |   |                                  |
| ** **                                       |   |                                  |   |   |
| ** **                                       |   |                                  |   |   |
| By:                                              |   | /s/ John D. Pougnet                   |   |   |
|                                             |   | John Pougnet, Chief Executive Officer |   |   |

 

 

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