SERVICES AGREEMENT

This Services Agreement (“ Agreement ”) is entered into by and between XELR8 Holdings, Inc., a Nevada corporation (the “ Company ”) and Daniel W. Rumsey (“ Executive ”), this 24th day of June, 2009.

Now, Therefore , in consideration of the mutual covenants and promises contained in, and the mutual benefits to be derived from this Agreement, and for other good and valuable consideration, the Company and Executive agree as follows:

1.            Independent Contractor.

The Company hereby retains Executive, and Executive hereby accepts such retainer, on the terms and conditions of this Agreement.  It is understood and agreed that Executive is an independent contractor and not an employee of the Company.

2.            Term of the Services.

This Agreement shall be effective as of June 22, 2009 (the “Effective Date”) and continue pursuant to the terms hereof until the earlier to occur of the hiring by the Company of a permanent President and Chief Executive Officer, or December 31, 2009 (the “ Initial Term” ), unless sooner terminated pursuant to the terms hereof.   Upon expiration of the Initial Term, this Agreement shall be extended by mutual consent of the parties for additional thirty day periods.  Upon expiration of the Initial Term, as the same may be extended by mutual consent of the parties, Executive shall not be required to perform any responsibilities or duties to the Company and the Company will remain obligated to Executive for all compensation and other benefits set forth herein and in any written modifications hereto.

3.            Duties.

(a)            General Duties . Executive shall fill the role and perform the functions of President and Interim Chief Executive Officer of the Company, and shall have such duties, responsibilities and obligations as are established by the Bylaws of the Company or are generally required of persons employed in similar positions. This shall include full executive powers of these positions over all operating and financial officers, the authority to hire and fire officers and employees, and to authorize expenditures of money for corporate purposes, subject to the right of the Board of Directors to impose reasonable restrictions and requirements.

(b)            Performance .  It is currently contemplated that Executive shall perform the responsibilities hereunder, including the Services, from his office in San Diego, California, as well as at the Company’s corporate offices in Denver, Colorado, and that Executive will be physically present at the Corporate offices no more than ten business days per month during the Initial Term.  To the best of his ability and experience, the Executive will at all times loyally and conscientiously perform all duties, and discharge all responsibilities and obligations, required of and from him pursuant to the express and implicit terms hereof.  Consistent with the terms and conditions set forth in this Agreement, the Executive shall devote substantial time, energy, skill and attention as is required to the business of the Company, and the Company shall be entitled to all of the benefits and profits arising from or incident to all such work, services, and advice of Executive rendered to the Company.

 (c)            Outside Activities . The parties agree and acknowledge that Executive has other businesses and professional responsibilities, and nothing in this Agreement shall prohibit Executive from directing, managing or otherwise attending to his businesses contemporaneously with the provision of Services hereunder, whether at the corporate offices of the Company, or otherwise.

(d)            Additional Services .  Executive may be asked from time to time by the Company to provide other services, including legal services, which Executive can provide using other of his employees in addition to the Executive.  Compensation to Executive for such additional services shall be approved by the Chairman of the Board of Directors of the Company, provided such expenditures are provided for in the Company’s operating budget approved by the Company’s Board of Directors.

4.            Compensation and Benefits.

(a)            Fee . The Company shall pay to Executive a monthly retainer of $5,000, payable in cash (“Cash Portion”) , and an option to acquire 125,000 shares of the Company’s Common Stock at an exercise price of $.24 per share (“Option”) .   The Option shall be issued on or before fifteen days from the date hereof.  The Option shall vest 100% upon expiration of the Initial Term.  Executive’s fees payable hereunder shall not prohibit or otherwise effect Executive’s entitlement to fees, incentive or other compensation due him as a result his service on the Company’s Board of Directors.

 (b)            Indemnification; D&O Insurance . The Company shall indemnify Executive to the fullest extent of that which is available under Chapter 78 of the Nevada Revised Statutes, and shall provide director’s and officer’s insurance with such coverages, in such amounts and from such insurers as constitutes good practices by comparable companies in the same business as the Company. Such insurance shall provide defense and coverage obligations for any claim arising out of Executive’ or Executive’s acts or omissions committed during the Initial Term or any subsequent term hereof, regardless of when such claims are asserted.

(c)            Incentive Bonus .  Upon expiration of the Initial Term, Executive shall be issued an additional option to purchase $30,000 shares of the Company’s Common Stock (“Bonus Option”) , calculated by dividing $30,000 by the closing price of the Company’s Common Stock as reported on the OTC Bulletin Board on the date of grant.   The Bonus Option shall vest immediately.

(d)            Travel and Business Expense Reimbursement . The Company shall promptly reimburse Executive for all of Executive’s reasonable travel and business expenses; provided, however, Executive’s entitlement to reimbursement for food and entertainment expenses shall be limited to $35.00 per day, unless Executive is entertaining other employees, members of the Company’s Board of Directors, distributors or prospective employees or distributors of the Company.  &