0001144204-10-040332 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • July 30th, 2010 • Nacel Energy Corp • Electric services • Illinois

This EXCHANGE AGREEMENT (the “Agreement”), dated as of July 27, 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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