**Exhibit14.2**

 

**XELR8HOLDINGS, INC.**

**CORPORATEGOVERANCE GUIDELINES**

 

**I.****                                        ****BOARD COMPOSITION**

 

1.               Selection of Chairman and CEO:  The Board does not have a policy on whetherthe roles of Chief Executive Officer and Chairman should be separate and, ifthey are separate, whether the Chairman should be selected from thenon-employee directors.

 

2.               Size of the Board: The Company’s Bylawssets the range of directors between one and nine directors.  The board of directors may fix a numberwithin that range.  The board periodicallyevaluates whether the size of the board is appropriate for the Company.

 

3.               Independent Directors: The Board believesthat a majority of the Board should be independent.  However, the Board is willing to havenon-independent persons, including members of management, as directors.

 

4.               Definition of Independence: While the company islisted on the American Stock Exchange (AMEX), the Board believes that thedefinition of “independence” adopted by the AMEX is the appropriate standard bywhich to measure the independence of board members.

 

5.               Board Membership Criteria: The Corporate Governanceand Nominating Committee is responsible for evaluating and then reviewing withthe Board from time to time the appropriate qualifications, expertise, andcharacteristics required of Board members. This assessment should includeissues of diversity; age; and skills such as understanding of sales andmarketing, nutritional products, finance, and executive management — all in thecontext of an assessment of the perceived needs of the Board at a particularpoint in time. Board members are expected to carefully prepare for, attend, andparticipate in all Board and applicable committee meetings.  Each Board member is expected to ensure thatother existing and planned future commitments do not interfere with service asan XELR8 director.

 

6.               Selection of New Director Candidates: The CorporateGovernance and Nominating Committee assists the Board by identifying,evaluating, and approving director nominees.

 

7.               Director Orientation and Continuing Education: TheBoard believes that management should develop and maintain a comprehensiveorientation process for new directors that include background material,meetings with senior management and visits to Company facilities. The Boardfurther believes that management should develop and maintain, throughthird-party service providers or otherwise, an ongoing continuing educationprogram for incumbent directors that satisfies all applicable requirements.

 

8.               Directors Who Change Their Job Responsibility: TheBoard does not believe that directors who retire or change jobs shouldnecessarily leave the Board. There should, however, be an opportunity for theBoard, through the Corporate Governance and Nominating Committee, to review thecontinued appropriateness of Board membership under these circumstances.

 

9.               Term Limits: The Board does not believe it shouldlimit the number of terms for which an individual may serve as a Director.Directors who have served on the Board for an extended period of time are ableto provide valuable insight into the operations and future of the Company basedon their experience and understanding of the Company’s history, policies, andobjectives.

 

10.         Board Compensation Review: The Company’s Bylawsauthorize the Board to fix the compensation of directors. As part of a director’stotal compensation and to create a direct linkage with corporate performance,the Board believes that a meaningful portion of a director’s compensationshould be linked to the performance of the Company.

 

----

 

**II.****                                    ****BOARD MEETINGS**

 

1.               Scheduling and Selection of Agenda Itemsfor Board Meetings: Board meetings are scheduled in advance. Once a quarter,meetings are held at the Company’s offices in Denver, Colorado, butoccasionally a meeting is held elsewhere. The Company’s Bylaws permit boardmeetings to be held by conference call. The Chairman of the Board, togetherwith the corporate secretary, sets the agenda for each Board meeting anddistributes it in advance to the Board. Each Board member is free to suggestitems for the agenda.

 

2.               Board Material Distributed in Advance:Information that is important to the Board’s understanding of the businessshould be distributed in writing to the Board a reasonable time before eachBoard meeting.  As a general rule,materials on specific subjects should be sent to the Board members in advanceso that Board meeting time may be conserved and discussion time focused onquestions that the Board has about the material. However, matters may bediscussed at the meeting without written materials being distributed in advanceor at the meeting.

 

3.               Board Presentations and Access toEmployees: The Board encourages management to schedule managers to present atBoard meetings who: (a) can provide additional insight into the itemsbeing discussed because of personal involvement in these areas, or (b) havefuture potential that management believes should be given exposure to theBoard. The Board has reasonable access to XELR8 employees.

 

4.               Executive Session and Presiding Director:The Board’s policy is to have regularly convened executive sessions of thenon-management directors. The non-management Directors shall designate oneindependent Director to serve as Presiding Director to chair the Board’sexecutive sessions. In addition, the Presiding Director shall advise theChairman of the Board with respect to agendas and information needs relating toBoard meetings and perform such other duties as the Board may from time to timedelegate to assist the Board in the fulfillment of its responsibilities. ThePresiding Director shall serve for such term as the Board shall determine.

 

**III.****                                ****BOARD COMMITTEES**

 

1.               Number of Committees: The Board currentlyhas three committees: (i) Audit, (ii) Compensation, and (iii) CorporateGovernance and Nominating. There may, from time to time, be occasions on whichthe Board may want to form a new committee or disband a current committeedepending upon the circumstances. Each committee shall comply with theindependence and other requirements established by applicable law, includingSEC and any exchange listings.  The AuditCommittee selects the Company’s independent auditors; monitors the independenceand effectiveness of the independent auditors; pre-approves audit and permittednon-audit services; and evaluates the Company’s accounting principles, internalcontrols, disclosure controls and procedures, financial reporting, andprocedures relating to internal auditing functions and controls. The AuditCommittee also reviews and approves related-party transactions. TheCompensation Committee administers the Company’s stock option and stockpurchase plans, including the review and grant of stock options to all eligibleemployees under the Company’s existing stock option plans, reviews and approvessalaries and other matters relating to compensation of the executive officersof the Company, and provides input on executive and leadership developmentpolicies and management succession.  TheCorporate Governance and Nominating Committee makes recommendations to theBoard regarding the size, composition and governance of the Board and itscommittees, establishes procedures for the nomination process, evaluates andapproves candidates for election to the Board, oversees the evaluation ofdirectors and management, and develops and maintains corporate governanceprinciples.

 

2.               Assignment and Term of Service ofCommittee Members: While the Corporate Governance and Nominating Committee isresponsible for making recommendations about the composition and chairs of eachcommittee, the Board is responsible for the appointment of committee membersand committee chairs.

 

3.               Frequency and Length of CommitteeMeetings and Committee Agenda: The Board or the respective committees maydetermine the frequency and length of the committee meetings and develop the 

 

----

 

committee’sagenda. The agendas and meeting minutes of the committees will be shared withthe full Board. Other Board members are welcome to attend committee meetings.

 

**IV.****                               ****REVIEW ANDRESPONSIBILITY**

 

1.               Formal Evaluation of Officers: At leastannually, the Board evaluates the performance of the Chief Executive Officer.The Compensation Committee conducts and reviews with the Board an evaluationannually in connection with the determination of the salary and bonus of allexecutive officers including the Chief Executive Officer.

 

2.               Succession Planning and ManagementDevelopment: The Compensation Committee should review succession planning andmanagement development with the Board on an annual basis. There should beavailable, on a continuing basis, the Chief Executive Officer’s recommendationas a successor should he/she die or become disabled.

 

3.               Board Interaction with InstitutionalInvestors, Press, Customers, Etc.: The Board believes that management speaks forthe Company. Individual Board members may, from time to time, meet or otherwisecommunicate with various constituencies that are involved with the Company, butit is expected that Board members would do this with the prior knowledge ofmanagement and, in most instances, at the request of management.

 

4.               Planning: At least annually, the Boardshould review XELR8’s strategic long-range plan, business unit initiatives,capital projects and budget matters.

 

----