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**Exhibit 10.29**

**SECONDAMENDMENT TO EMPLOYMENT AGREEMENT**

ThisSecond Amendment to Employment Agreement (the “Second Amendment”) isentered into effective as of October 11, 2006, by and between **XELR8 Holdings, Inc., (formerly VitaCube Systems Holdings, Inc.),**aNevada corporation (the “Company”), and **John D.Pougnet (**the “Employee”).

**EXPLANATORY STATEMENT**

A.            Company and Employee entered into anEmployment Agreement dated September 12, 2005 (the “Employment Agreement”)whereby the Company employed the Employee as its Chief Financial Officer (“CFO”)and entered into an Amendment of Employment Agreement dated July 10, 2006amending the Employment Agreement.

B.            The Company desires to further amend the EmploymentAgreement by appointing the Employee as its Chief Executive Officer in addition to his employment as the Company’sCFO, increasing the Employee’s salary, the grant of stock options to theEmployee and to provide for a bonus.

C.            The Company and Employee desire toamend and modify the Employment Agreement as set forth below.

NOW,THEREFORE, in consideration of the foregoing Explanatory Statement that is madea substantive part of this Second Amendment and the mutual promises containedherein and other good and valuable consideration, the receipt and sufficiencyof which is hereby acknowledged, the Employment Agreement is hereby amended andmodified as follows:

1.             Section 1.1, “Employment” ishereby amended by deleting the first sentence of such section and replacing itwith the following:

“Company agrees to employ Employee as its Chief Financial Officer and as itsChief Executive Officer (“CEO”) until terminated as herein provided.”

2.             Section 1.2, “Time Devoted”is amended by deleting the words “CEO or” in the second sentence of thisSection.

3.             Section 1.3 “Duties” isamended by adding the following in the first sentence after “Employee’s dutiesshall include:” the following:

“managementof the day-to-day operations of the Company, general administration of theCompany’s business including strategic planning for the Company, supervisionand direction of employees and other corporate officers, and all other dutiesnecessary to perform the foregoing responsibilities or assigned to Employee bythe board of directors.  Employee willhave the authority to perform and execute the necessary actions to implementthe operational initiatives set by the Company acting through its board ofdirectors.”

4.                     Section numbered 2, “Term” ishereby amended to read as follows:

“The term of Employee’semployment as CEO pursuant to this Second Amendment shall commence effective asof October 11, 2006 and shall continue to February 1, 2008 (“CEO AmendedTerm”) and the term of Employee’s employment as CFO pursuant to this SecondAmendment shall commence effective as of October 11, 2006 and terminate onDecember 31, 2008 (the “CFO Amended

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Term”). Unless Employee’s employment isterminated earlier as provided in the Agreement, Employee’s employment shallterminate at the end of the CEO Amended Term or CFO Amended Term except that theCEO Amended Term and the CFO Amended Term may be extended by mutual agreementof the parties.”

5.             Section numbered 3.1, “Salary”is hereby amended to read as follows:

“Employee will receive as compensation for all responsibilities a basesalary (“Base Salary”) of $127,000 per year. So long as the Employee isemployed as the Company’s CEO and CFO, the Base Salary shall increase: (i) to$150,000 per year upon the completion of the Private Placement, (ii) to$14,583/month (1/12 of $175,000) for each month the company is at or abovebreakeven (defined as when net monthly sales meet or exceed net monthlyexpenses on a cash basis) and $12,500/month (1/12 of $150,000) for each monththe company is below breakeven, and (iii) to****$205,000per year commencing October 1, 2007.

Notwithstanding theforegoing, if a replacement CEO is appointed, the Employee’s salary as CFOshall be $150,000 per year as long as net revenues are above financialbreakeven and $175,000 per year after the first month that monthly net sales exceed$900,000. All Base Salary shall be payable according to the salary schedule ofCompany.  “

6.             Sectionnumbered 3.2 “Stock Options” is hereby amended by the addition of thefollowing at the end of Section numbered 3.2:

“In addition to the foregoing options, the Employeeshall receive options (“Additional Options”) to purchase an aggregate ofan additional 100,000 shares of Employer’s common stock pursuant to the ISOP atan exercise price equal to the closing price of such shares on the date of theexecution of this Second Amendment as set forth below. All such AdditionalOptions shall vest on a pro-rata basis at the end of each month of Employee’semployment beginning March 2007 and ending December 31, 2008 pursuant to thisAgreement.”

7.             Sectionnumbered 7.2 “Compensation Upon Termination” is amended by adding thefollowing after the first sentence:

“If the Company terminatesthis Agreement with cause, Employee shall receive from the Company, as long asEmployee does not violate the provisions of Section 8 hereof, severance payequal to 6 month’s Base Salary, payable in equal monthly installments, for aperiod of 6 months from the date of termination of employment, and all ofEmployee’s unvested options will terminate immediately, and all vested options tothe extent not exercised shall terminate 90 days from the date of thetermination of Employee’s employment with cause.”

8.             Section numbered 7 “Compensation Upon Termination” is furtheramended by adding the following new subsection:

“7.4         If the Company elects to replace the Employee as CEO duringthe term of this agreement and the Employee remains as the Company’s CFO buthas irreconcilable differences with the new CEO and resigns as CFO due to theseirreconcilable differences, the Employee shall be entitled to three (3) month’sseverance pay of his Base Salary then in effect upon the following occurring:

a. Employee provides writtennotice to the Company’s Board of Directors stating the basis for theirreconcilable differences with the CEO and that he is invoking this section ofhis Employment Agreement.

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b. The Company will have two(2) months (“Resolution Period”) to resolve the irreconcilabledifferences between the CEO and the Employee.

c.  The Company fails to resolve theirreconcilable differences in the sole discretion of the Employee within theResolution Period and the Employee provides written notice to the Companywithin five (5) business days of the end of the Resolution Period that he isresigning as CFO due to the unresolved irreconcilable differences with the CEO.

If the Employee resignspursuant to this Section 7.4 and is entitled to severance pay hereunder, allunvested stock options will be cancelled effective upon such final resignationand the Employee shall have ninety (90) days from such resignation date toexercise his vested options after which period such vested but unexercisedoptions shall be cancelled.”

9.             Any and all other terms andconditions of the Employment Agreement not amended or modified herein shallremain the same and in full force and effect.

ExecutionDate of this Second Amendment:   March 26,2007.
| **Company:**                             | ** ** | **Employee:**       |
|------------------------------------------|------------|---------------------|
| ** **                               | ** ** | ** **          |
| **XELR8  Holdings, Inc. /s/**            |       |                |
| ** **                               |       |                |
| /s/Earnest  Mathis, Jr.                  |       | /s/ John D. Pougnet |
| Earnest Mathis,  Jr., Executive Chairman |       | John D. Pougnet     |

 

 

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