TERMINATION
AGREEMENT

     

    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”).

     

    Recitals:

     

    A.           On
July 15, 2009, the Parties entered into an Employment Agreement whereby the
Employee became the Company’s Chief Executive Officer and received stated
compensation and benefits, subject to the terms and provisions set forth in said
Employment Agreement;

     

    B.           On
or about November 23, 2009, the Parties entered into a Modification Agreement
(the “Amendment”) which, among other things, modified and amended compensation
payable to the Employee under the terms of the Employment Agreement and
continued the Employment Agreement until March 31, 2010;

     

    C.           The
Company terminates the employment of the Employee on a “Without Cause” basis as
defined under the Employment Agreement, and resolves payment of outstanding
compensation and other matters, all in accordance with the terms and provisions
as set forth in this Agreement.

     

    THEREFORE,
in consideration of the foregoing and of the mutual promises, covenants and
agreements contained herein, the legal sufficiency of which is acknowledged by
Company and Employee, and intending to be legally bound, Company and the
Employee agree as follows:

     

    1.           Termination
of Employee’s Employment.  The Parties hereto covenant and
agree that, as of the Effective Date of this Agreement, the Employee’s
employment as the Company’s Chief Executive Officer ceases and
terminates.  The Company hereby agrees that the Employee’s termination
is “Without Cause” in accordance with paragraph 8(c) of the Employment
Agreement.

     

    2.           Settlement
of Outstanding Compensation Due and Payable.

     

    (a)           As
of the Effective Date of this Agreement, the Company and Employee covenant and
agree that the Employee is due and owed, and shall be paid, the following
amounts:

     

    (i)           An
aggregate total of $75,000.00 in accrued and deferred compensation payments
arising during the period from October 1, 2009 through March 31, 2010 in
accordance with the terms of the Amendment; and

     

    (ii)          The
sum of $5,500.00, representing the difference between the $12,500 due Employee
for the month of March, 2010 pursuant to the Amendment less the $7,000 actually
paid by the Company to Employee.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)           With
respect to the $75,000 due and owing pursuant to Section 2(a)(i) above, the
Employee agrees to accept issuance to him by the Company of 250,000 shares of
the Company’s common stock in full and complete settlement and satisfaction of
said amount. In connection with the issuance of the subject shares, Employee
agrees to execute and deliver to the Company an investment letter in form and
substance as shall be mutually satisfactory to the Company and the Employee. The
Company shall issue and deliver the subject shares to the Employee within 15
days of its receipt of the investment letter from the Employee.

     

    (c)           With
respect to the $5,500 due and owing pursuant to Section 2(a)(ii) above, the
Company agrees to pay Employee said amount in cash within three (3) business
days after receipt of the first refund from Xcel or SPP, which refunds have been
requested by the Company.  The Company shall notify and confirm to the
Employee of the receipt by the Company of the Xcel or SPP refunds within one
business day of either refund being deposited in the Company’s bank
account.

     

    3.           Relinquishment
of Severance Payment and Pro-Rata Compensation.  Notwithstanding
that he was terminated “Without Cause” pursuant to paragraph 8(c) of the
Employment Agreement, the Employee covenants and agrees as follows:

     

    (a)           to
forego, release and relinquish any right, claim or interest which he may have to
receive a pro-rata share of Base Salary associated with, or arising from,
employment with the Company from April 1, 2010 through and including the
Effective Date; and

     

    (b)           to
forego, release and relinquish any right, claim or interest which he may have to
receive severance compensation in accordance with the terms set forth in
paragraph 10(a)(i) of the Employment Agreement.

     

    4.           Continuing
Obligations and/or Rights of the Employee.  Notwithstanding the
provisions of Section 10 of the Employment Agreement, the Employee shall remain
bound by the provisions of paragraphs 4 and 5 of the Employment Agreement. In
accordance with the terms of paragraph 10(a)(ii) of the Employment Agreement,
the Employee shall be eligible for health and other benefits, but only to the
extend provided by Company prior to termination of the Employee. The Parties
acknowledge that the non-competition provision contained in paragraph 7 of the
Employment Agreement has no binding force and effect upon the
Employee.

     

    5.           Mutual
Release.  The Company and Employee each release and fully
discharge the other from any and all claims, demands, causes of action, claims
for relief, and all liability for legal and equitable relief whatsoever arising
out of or related to Employee’s former employment up to the date of this
Agreement, including, but not limited to, any claim for personal injury, breach
of contract, disputed compensation, wrongful discharge, or any claim for
discrimination because of race, sex, age, national origin, religion or
disability, under Title VII of the Civil Rights Act of 1964, the American with
Disabilities Act, the Age Discrimination in Employment Act, the Family and
Medical Leave Act, and any other state or federal law or statute; except that
this clause shall not apply to (a) any benefits under unemployment or Workers’
Compensation laws to which the Employee may otherwise be entitled, or (b) any
rights, claims, benefits, obligations or other limitations granted or afforded
the Parties under the terms of this Agreement. The Company and Employee each
covenant not to sue the other (and not to file any judicial or administrative
charges against the other) with respect to any such liability.

     

    
      
         

      

      
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    6.           Special
Notice.  The Employee acknowledges that he has been informed
pursuant to the federal Older Workers Benefit Protection Act of 1990
that:

    


    (a)           The
Employee has the right to consult with an attorney before signing this
Agreement;

    


    (b)           The
Employee does not waive rights or claims under the federal Age Discrimination in
Employment Act that may arise after the date the mutual release is
executed;

    


    (c)           The
Employee has twenty-one (21) days from the date of this Agreement to consider
and agree to the terms of this Agreement; and

    


    (d)           The
Employee has seven (7) days after signing this Agreement to revoke the
Agreement, and the Agreement will not be effective until that revocation period
has expired.

    


    7.           General
Provisions.  The terms of this Agreement are subject to the
following provisions:

    


    (a)           Entire
Agreement.  This Agreement embodies the entire agreement and
understanding between the parties concerning the subject matter hereof and
supersedes any and all prior negotiations, understandings or agreements
concerning the subject matter of this Agreement. This Agreement may not be
altered, amended or modified, except by a further written document signed by
both parties.

    


    (b)           No
Admission by the Company.  This Agreement shall not be in
construed or interpreted as an admission by the Company that it has acted
wrongfully with respect to the Employee or any other person, or that the
Employee has any rights whatsoever against the Company except as otherwise set
forth herein.

    


    (c)           No
Admission by the Employee.  This Agreement shall not be in
construed or interpreted as an admission by the Employee that he has acted
wrongfully with respect to the Company or any other person, or that the Company
has any rights whatsoever against the Employee except as otherwise set forth
herein.

    


    (d)           Voluntary
Act.  The Employee represents that he fully understands his
right to review all aspects of this Agreement with an attorney of his choice,
that he has had an opportunity to consult with an attorney of his choice, that
he has carefully read and fully understands all the provisions of this Agreement
and that he is freely, knowingly and voluntarily entering into this
Agreement.

    


    (e)           The
Employee’s Use of Company’s E-mail Address.  The Company shall
immediately delete or terminate the Employee’s e-mail address as used for and on
behalf of the Company.

     

    
      
         

      

      
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    (f)           Disputes;
Binding Arbitration.  The
parties agree that any dispute or questions arising hereunder, including the
construction or application of this Agreement shall be submitted to mediation
between the Company and Employee. Any mediation settlement by the parties shall
be documented in writing. If such mediation settlement modifies language of this
Agreement, the modification shall be put in writing, signed by both parties and
added to this Agreement. If mediation between the parties does not result in
mutual settlement within 90 days after submission to mediation, then the Parties
agree to submit the dispute to binding arbitration, subject to the guidelines of
the American Arbitration Association.  Both parties agree to be bound
by the decision of such arbitration.  The obligation to submit to
binding arbitration shall not prevent either party from seeking a court order or
an injunction enforcing the terms of this Agreement.  The prevailing
party shall be awarded recovery from the other party of the prevailing party’s
costs and expenses including reasonable attorney’s fees.

     

    (g)           Applicable
Law.  This Agreement shall be construed and governed by the
laws of the State of Arizona.

    


    (h)           Severability
of Terms.  The provisions of this Agreement are severable. If
any term or provision of this Agreement hereto shall be deemed void or
unenforceable, the remainder of this Agreement shall remain in full force and
effect.

    


    (i)           Binding
Effect. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective personal representatives, successors and
assigns.

    


    (j)           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
considered an original hereof.

    


    (k)           Execution
by Facsimile.  Execution by facsimile signature of any party to
this Agreement is authorized and shall be binding upon the parties
hereto.

     

    [Signatures on following
page]

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, the parties have hereunto set their hands as of the date
first written above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              COMPANY:

                                            
	 
      
	
                                              NACEL
      ENERGY CORPORATION

                                            
	 
      	 
	
                                              By

                                            	
                                              /s/
      Mark Schaftlein

                                            
	
                                              Its

                                            	
                                              President

                                            	 
        
	
                                              Date:  April
      23, 2010

                                            
	 
      	 
	
                                              EMPLOYEE:

                                            
	 
      	 
	
                                              /s/
      Paul Turner

                                            
	
                                              Paul
      Turner

                                            
	
                                              Date:  April
      23,
2010

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
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