STOCK
      AWARD PLAN 

    


    1.
      Purpose. This Stock Award Plan (the 'Plan') of Nacel Energy Corporation (the
      'Company'), for selected employees of and consultants and advisors to the
      Company is intended to advance the best interests of the Company by providing
      stock-based compensation to employees and consultants of the
      Company.

    


    2.
      Administration. The Plan shall be administered by the Board of Directors of
      the
      Company (the 'Board') which shall keep the minutes of its proceedings with
      regard to the Plan and all records, documents, and data pertaining to its
      administration of the Plan. A majority of the members of the Board shall
      constitute a quorum for the transaction of business, and the vote of a majority
      of those members present at any meeting shall decide any question brought before
      that meeting. In addition, the Board may take any action otherwise proper under
      the Plan by the affirmative vote, taken without a meeting, of a majority of
      its
      members. Any decision or determination reduced to writing and signed by a
      majority of the members shall be as effective as if it had been made by a
      majority vote at a meeting properly called and held. All questions of
      interpretation and application of the Plan shall be subject to the determination
      of the Board. The actions of the Board in exercising all of the rights, powers
      and authorities set out in this Plan, when performed in good faith and in its
      sole judgment, shall be final, conclusive, and binding on the
      parties.

    


    3.
      Shares
      Available Under the Plan. The stock subject the Stock Awards shall be shares
      of
      the Company's Common Stock (the 'Common Stock'). The total number of shares
      of
      Common Stock available under the Plan shall not exceed in the aggregate 100,000,
      subject to increase at the discretion of the Board of Directors. Such shares
      may
      be treasury shares or authorized but unissued shares.

    


    4.
      Eligibility. The individuals who shall be eligible to participate in the Plan
      shall be any employee, consultant, advisor or other person providing services
      to
      the Company, provided the services are not related to any prohibited activity
      (hereinafter such persons may sometimes be referred to as the 'Eligible
      Individuals'). Prohibited Activity shall include the following:

    


    	·  	
            Any
              services in connection with the offer or sale of securities in a
              capital-raising transaction, any services that directly or indirectly
              promote or maintain a market for the Company’s securities, and any
              services in connection with a shell
              merger.

          


    


    5.
      Authority to Grant Stock Awards. The Board may award and issue shares of Common
      Stock under the Plan to an Eligible Individual ('Stock Award'). Stock Awards
      may
      be made in lieu of cash compensation or as additional compensation.


    


    6.
      Stock
      Awards in Lieu of Compensation. The Board shall grant Common Stock to an
      Eligible Individual under the Plan, without any payment by the individual,
      in
      lieu of cash compensation. 

    


    7.
      Registration. The Company is obligated immediately upon a Stock Award to
      register securities covered by a Stock Award on Form S-8 pursuant to the 1933
      Act (as now in effect or as hereafter amended) and following the filing of
      the
      registration statement, the Stock Award shall be issued without restrictive
      legend except for any securities which are control securities as defined in
      Rule
      144 which shall require a restrictive legend.

    


    8.
      Governing Law and Interpretation. This Plan shall be governed by the laws of
      the
      state of Wyoming. Headings contained in this Plan are for convenience only
      and
      shall in no manner be construed as part of this Plan.

    


    9.
      Effective Date of Plan. The Plan shall become effective as of the date adopted
      by the Board of Directors (the 'Effective Date') and shall terminate on March
      31, 2009.