TERMINATION AND SETTLEMENT
AGREEMENT

     

    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”).

     

    Recitals:

     

    A.           On
February 1, 2009, the Parties entered into a Joint Development Agreement,
effective as of January 1, 2009, whereby the Manager provided various services
related to, among other things, the project development and management of the
Company’s wind power facility development opportunities (the “Services”) and, in
exchange for such Services, received monthly fee compensation, milestone
compensation and success fees, subject to the terms and provisions set forth in
said Joint Development Agreement;

     

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

     

    C.           The
Company terminates the Joint Development Agreement on a not “For Cause” basis as
defined under the Joint Development Agreement and resolves payment of
outstanding monthly 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 Manager,
and intending to be legally bound, the Company and the Manager agree as
follows:

     

    1.           Termination
of Joint Development Agreement.  The Parties hereto covenant
and agree that, as of the Effective Date of this Agreement, the terms and
provisions of the Joint Development Agreement are terminated and are without
further force and effect, except for the survival of terms and provisions which
survive as a result of the termination being on a not “For Cause” basis as set
forth in the Joint Development Agreement. The Company hereto agrees that the
termination of the Joint Development Agreement is on a not “For Cause” basis in
accordance with paragraph 14(b) of the Joint Development Agreement, whereby
certain identified terms of the Joint Development Agreement expressly survive
such termination by the Company including, but not limited to, the Manager’s
right to receive Milestone Payments and Success Fees as provided in paragraph
14(b) of the Joint Development Agreement.

     

    2.           Settlement of Monthly
Compensation Due and Payable.

     

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


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

     (i)           An
aggregate total of $90,047.25 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 $10,500.00, representing the difference between the $17,500 due Manager
for the month of March, 2010 pursuant to the Amendment less the $7,000 actually
paid by the Company to Manager.

     

    (b)           With
respect to the $90,047.25 due and owing pursuant to Section 2(a)(i) above, the
Manager agrees to accept issuance to it by the Company of 300,158 shares of the
Company’s common stock in full and complete settlement and satisfaction of said
amount.  The Manager shall notify the Company of the name of the
person(s) who shall be entitled to receive the shares to be issued pursuant to
this Section 2(b) and the number of shares to be received by each designated
person.  In connection with the issuance of the subject shares,
Manager 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
Manager. The Company shall issue and deliver the subject shares to the Manager
and/or person(s) designated by the Manager within 15 days of its receipt of the
investment letter from the Manager and/or person(s) designated by the Manager to
receive shares issued pursuant to this Section 2(b).

     

    (c)           With
respect to the $10,500 due and owing pursuant to Section 2(a)(ii) above, the
Company agrees to pay the Manager 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
Manager 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.           Mutual
Release.  The Company and Manager each release and fully
discharge the other from any and all claims, demands, actions, causes of action,
claims for relief, and all liability for legal and equitable relief whatsoever
and other claims of every kind or nature whatsoever, both in law or in equity,
known or unknown, which either party now has or ever had against the other party
arising out of, or related to, any and all services provided and performed under
the terms of, or other obligations arising from the terms of the Joint
Development Agreement, except that the foregoing release shall not apply to any
rights, claims, benefits, obligations or other limitations granted or afforded
the Parties under the terms of this Agreement.

    


                   4.           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 Manager or any other person, or that the Manger
has any rights whatsoever against the Company except as otherwise set forth
herein.


    
      
         


      

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

    


    (d)           Voluntary
Act.  The Manager and the Company represent that each fully
understands its right to review all aspects of this Agreement with an attorney
of its choice, that it has had an opportunity to consult with an attorney of its
choice, that it has carefully read and fully understands all the provisions of
this Agreement and that it is freely, knowingly and voluntarily entering into
this Agreement.

    


    (e)           The
Manager’s use of Company’s e-mail Addresses.  The Company shall
immediately delete or terminate the Manager’s e-mail addresses as used for and
on behalf of the Company. In particular, the Company shall immediately delete or
terminate the Nacel Energy’s e-mail addresses for both Nedal Deeb and John
Koziol.

    


    (f)           Disputes;
Binding Arbitration.  The parties agree
that any disputes or questions arising hereunder, including the construction or
application of this Agreement shall be submitted to mediation between the
Company and Manager. 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
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 any payment by 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.


    
      
         


      

      
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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

                    
	 
      	 
      
	
                      MANAGER:

                    
	 
      
	
                      RENERGIX
      WIND LLC

                    
	 
      	 
      
	
                      By

                    	
                      /s/ Nedal Deeb

                    
	 
      	
                      Its

                    	
                      Principal

                    
	
                      Date:  April
      23,  2010

                    


            

          

        

      

    


    
      
         


      

      
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