**Exhibit14.2**

 

**XELR8HOLDINGS, INC.**

**CORPORATEGOVERANCE GUIDELINES**

 

**I.              BOARD COMPOSITION**

 

1.     Selection of Chairman and CEO: The Board does not have a policy on whether the roles of Chief ExecutiveOfficer and Chairman should be separate and, if they are separate, whether theChairman should be selected from the non-employee directors.

 

2.     Size ofthe Board: The Company’s Bylaws sets the range of directors between one andnine directors.  The board of directorsmay fix a number within that range.  Theboard periodically evaluates whether the size of the board is appropriate forthe Company.

 

3.     Independent Directors: The Board believes that a majority of theBoard should be independent.  However,the Board is willing to have non-independent persons, including members ofmanagement, as directors.

 

4.     Definition of Independence: While the company is listed on theAmerican Stock Exchange (AMEX), the Board believes that the definition of “independence”adopted by the AMEX is the appropriate standard by which to measure theindependence of board members.

 

5.     Board Membership Criteria: The Corporate Governance andNominating Committee is responsible for evaluating and then reviewing with theBoard from time to time the appropriate qualifications, expertise, and characteristicsrequired of Board members. This assessment should include issues of diversity;age; and skills such as understanding of sales and marketing, nutritionalproducts, finance, and executive management — all in the context of anassessment of the perceived needs of the Board at a particular point in time.Board members are expected to carefully prepare for, attend, and participate inall Board and applicable committee meetings. Each Board member is expected to ensure that other existing and planned futurecommitments do not interfere with service as an XELR8 director.

 

6.     Selection of New Director Candidates: The Corporate Governanceand Nominating Committee assists the Board by identifying, evaluating, andapproving director nominees.

 

7.     Director Orientation and Continuing Education: The Boardbelieves 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: The Board doesnot believe that directors who retire or change jobs should necessarily leavethe Board. There should, however, be an opportunity for the Board, through theCorporate Governance and Nominating Committee, to review the continuedappropriateness of Board membership under these circumstances.

 

9.     Term Limits: The Board does not believe it should limit thenumber of terms for which an individual may serve as a Director. Directors whohave served on the Board for an extended period of time are able to providevaluable insight into the operations and future of the Company based on theirexperience and understanding of the Company’s history, policies, andobjectives.

 

10.   Board Compensation Review: The Company’sBylaws authorize the Board to fix the compensation of directors. As part of adirector’s total compensation and to create a direct linkage with corporateperformance, the Board believes that a meaningful portion of a director’scompensation should be linked to the performance of the Company.

 

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**II.            BOARD MEETINGS**

 

1.             Schedulingand Selection of Agenda Items for Board Meetings: Board meetings are scheduledin advance. Once a quarter, meetings are held at the Company’s offices inDenver, Colorado, but occasionally a meeting is held elsewhere. The Company’sBylaws permit board meetings to be held by conference call. The Chairman of theBoard, together with the corporate secretary, sets the agenda for each Boardmeeting and distributes it in advance to the Board. Each Board member is freeto suggest items for the agenda.

 

2.             BoardMaterial Distributed in Advance: Information that is important to the Board’sunderstanding of the business should be distributed in writing to the Board areasonable time before each Board meeting. As a general rule, materials on specific subjects should be sent to theBoard members in advance so that Board meeting time may be conserved anddiscussion time focused on questions that the Board has about the material.However, matters may be discussed at the meeting without written materialsbeing distributed in advance or at the meeting.

 

3.             BoardPresentations and Access to Employees: The Board encourages management toschedule managers to present at Board meetings who: (a) can provideadditional insight into the items being discussed because of personalinvolvement in these areas, or (b) have future potential that managementbelieves should be given exposure to the Board. The Board has reasonable accessto XELR8 employees.

 

4.             ExecutiveSession and Presiding Director: The Board’s policy is to have regularlyconvened executive sessions of the non-management directors. The non-managementDirectors shall designate one independent Director to serve as PresidingDirector to chair the Board’s executive sessions. In addition, the PresidingDirector shall advise the Chairman of the Board with respect to agendas andinformation needs relating to Board meetings and perform such other duties asthe Board may from time to time delegate to assist the Board in the fulfillmentof its responsibilities. The Presiding Director shall serve for such term asthe Board shall determine.

 

**III.           BOARD COMMITTEES**

 

1.             Numberof Committees: The Board currently has three committees: (i) Audit, (ii) Compensation,and (iii) Corporate Governance and Nominating. There may, from time totime, be occasions on which the Board may want to form a new committee ordisband a current committee depending upon the circumstances. Each committeeshall comply with the independence and other requirements established byapplicable law, including SEC and any exchange listings.  The Audit Committee selects the Company’sindependent auditors; monitors the independence and effectiveness of theindependent auditors; pre-approves audit and permitted non-audit services; andevaluates the Company’s accounting principles, internal controls, disclosurecontrols and procedures, financial reporting, and procedures relating tointernal auditing functions and controls. The Audit Committee also reviews andapproves 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.             Assignmentand Term of Service of Committee Members: While the Corporate Governance andNominating Committee is responsible for making recommendations about thecomposition and chairs of each committee, the Board is responsible for theappointment of committee members and committee chairs.

 

3.             Frequencyand Length of Committee Meetings and Committee Agenda: The Board or therespective committees may determine the frequency and length of the committeemeetings and develop the 

 

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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 AND RESPONSIBILITY**

 

1.             FormalEvaluation of Officers: At least annually, the Board evaluates the performanceof the Chief Executive Officer. The Compensation Committee conducts and reviewswith the Board an evaluation annually in connection with the determination ofthe salary and bonus of all executive officers including the Chief ExecutiveOfficer.

 

2.             SuccessionPlanning and Management Development: The Compensation Committee should reviewsuccession planning and management development with the Board on an annualbasis. There should be available, on a continuing basis, the Chief ExecutiveOfficer’s recommendation as a successor should he/she die or become disabled.

 

3.             BoardInteraction with Institutional Investors, Press, Customers, Etc.: The Boardbelieves that management speaks for the Company. Individual Board members may,from time to time, meet or otherwise communicate with various constituenciesthat are involved with the Company, but it is expected that Board members woulddo this with the prior knowledge of management and, in most instances, at therequest of management.

 

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

 

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