0001144204-10-022238 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • April 27th, 2010 • Nacel Energy Corp • Electric services • Illinois

This EXCHANGE AGREEMENT (the “Agreement”), dated as of April 23, 2010, is by and among NACEL Energy Corporation, a Wyoming corporation with offices located at 9375 E. Shea Blvd., Suite 100, Scottsdale, Arizona 85260 (the “Company”), Iroquois Master Fund Ltd. (the “Holder”) and, solely for purposes of Sections 3(c), 3(f), 4 and 5 hereof, each of the Subsidiaries (as defined in the Note).

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TERMINATION AND SETTLEMENT AGREEMENT
Termination and Settlement Agreement • April 27th, 2010 • Nacel Energy Corp • Electric services • Arizona

THIS AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into on the 23rd day of April 2010, effective as of April 1, 2010 (the “Effective Date”), by and between NACEL ENERGY CORPORATION (the “Company”) and RENERGIX WIND LLC (hereinafter referred to as “Manager”)(collectively, the Company and Manager are referred to as the “Parties”).

TERMINATION AGREEMENT
Termination Agreement • April 27th, 2010 • Nacel Energy Corp • Electric services • Arizona

THIS TERMINATION AGREEMENT (hereinafter referred to as the “Agreement”) is executed and entered into effective as of April 22, 2010 (the “Effective Date”), by and between NACEL ENERGY CORPORATION (the “Company”) and ANDRE SCHWEGLER (hereinafter referred to as “Employee”)(collectively, the Company and Employee are referred to as the “Parties”).

TERMINATION AGREEMENT
Termination Agreement • April 27th, 2010 • Nacel Energy Corp • Electric services • Arizona

THIS TERMINATION AGREEMENT (hereinafter referred to as the “Agreement”) is executed and entered into on this 23rd day of April, effective as of April 22, 2010 (the “Effective Date”), by and between NACEL ENERGY CORPORATION (the “Company”) and PAUL TURNER (hereinafter referred to as “Employee”)(collectively, the Company and Employee are referred to as the “Parties”).

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