EXCHANGE
AGREEMENT

     

    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).

    


    RECITALS

    


    A.          The
Company and the Holder entered into that certain Securities Purchase Agreement,
dated as of November 23, 2009 (as amended and modified by this Agreement, the
“Purchase
Agreement”).

     

    B.   
Simultaneously with the consummation of the transactions contemplated by the
Purchase Agreement, the Company issued and sold to the Holder (i) a Note (as
defined in the Purchase Agreement) in the original principal amount of $900,000
(the “2009 Note”), which
is convertible into shares of the Company’s common stock, $0.001 par value per
share (the “Common
Stock”) in accordance with the terms thereof, (ii) a Series A Warrant (as
defined in the Purchase Agreement) to acquire up to 1,250,000 shares of Common
Stock (the “2009 Series A
Warrant”) (as exercised, collectively, the “2009 Series A Warrant Shares”), (iii) a
Series B Warrant (as defined in the Purchase Agreement) to acquire up to
1,000,000 shares of Common Stock (the “2009 Series B Warrant”) (as
exercised, collectively, the “2009 Series B Warrant Shares”) and (iv) a
Series C Warrant (as defined in the Purchase Agreement) to acquire up to
1,250,000 shares of Common Stock (the “2009 Series C Warrant”) (as
exercised, collectively, the “2009 Series C Warrant
Shares”).  The 2009 Series A Warrant, the 2009 Series B Warrant
and the 2009 Series C Warrant are collectively referred to herein as the “2009 Warrants.”  The
2009 Series A Warrant Shares, the 2009 Series B Warrant Shares and the 2009
Series C Warrant Shares are collectively referred to herein as the “2009 Warrant
Shares.”

    


    C.           Since
the issuance of the 2009 Note, one or more Events of Default (as defined in the
2009 Note) have occurred thereunder.

    


    D.           In
exchange for the 2009 Note and the 2009 Warrants, the Company has authorized the
issuance to the Holder of (i) a senior secured convertible note, in the form
attached hereto as Exhibit
A (including all senior secured convertible notes issued in exchange
therefor or replacement thereof, the “Note”), which Note shall be
convertible into shares of Common Stock (as converted, the “Conversion Shares”), in accordance with
the terms thereof, (ii) a Series A Warrant, in the form attached hereto as Exhibit
B (including all warrants issued in exchange therefor or replacement
thereof, the “Series A
Warrant”) to acquire up to 3,750,000 shares of Common Stock (as
exercised, collectively, the “Series A Warrant Shares”), (iii) a
Series B Warrant, in the form attached hereto as Exhibit
C (including all warrants issued in exchange therefor or replacement
thereof, the “Series B
Warrant”) to acquire up to 3,000,000 shares of Common Stock (as
exercised, collectively, the “Series B Warrant Shares”) and (iv) a
Series C Warrant, in the form attached hereto as Exhibit
D (including all warrants issued in exchange therefor or replacement
thereof, the “Series C
Warrant”) to acquire up to 3,750,000 shares of Common Stock (as
exercised, collectively, the “Series C Warrant Shares”). The Series A
Warrant, the Series B Warrant and the Series C Warrant are collectively referred
to herein as the “Warrants.” The Series A
Warrant Shares, the Series B Warrant Shares and the Series C Warrant Shares are
collectively referred to herein as the “Warrant Shares.” The Note, the
Conversion Shares, the Warrants and the Warrant Shares are collectively referred
to herein as the “Securities.”
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    E.           The
exchange of the 2009 Note and 2009 Warrants for the Note and Warrants is being
made in reliance upon the exemption from registration provided by
Section 3(a)(9) of the 1933 Act, as amended (the “1933 Act”).

    


    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Holder hereby
agree as follows:

     

    
      	
              1.

            	
              EXCHANGE
      OF 2009 NOTE AND 2009 WARRANTS.

            


    

     

    
      (a)      
   2009 Note and 2009
Warrants.
Simultaneously with the execution of this Agreement, the Holder shall, and the
Company shall, pursuant to Section 3(a)(9) of the 1933 Act, exchange the 2009
Note and 2009 Warrants for the Note and the Warrants.

    

     

    (b)          Closing. The
closing (the “Closing”)
of the exchange of the 2009 Note and 2009 Warrants shall occur at the offices of
Greenberg Traurig, LLP, 77 W. Wacker Drive, Suite 3100, Chicago, Illinois 60601.
The Closing shall occur on the date hereof simultaneously with the execution of
this Agreement (the “Closing
Date”). As used herein “Business Day” means any day
other than a Saturday, Sunday or other day on which commercial banks in New
York, New York are authorized or required by law to remain closed.

     

    (c)          Delivery. Within
three (3) Business Days following the Closing Date, the Holder shall deliver the
2009 Note and the 2009 Warrants to the address specified in writing by the
Company. Within one (1) Business Day following the Closing Date, the Company
shall deliver the Note and Warrants to the address specified in writing by the
Holder, in all cases duly executed on behalf of the Company and registered in
the name of the Holder or its designee.

     

    
      	
              2.

            	
              REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY.

            


    

     

    The
Company hereby makes, subject to the exceptions set forth in the Disclosure
Schedules attached to this Agreement, each and every representation and warranty
to the Holder that is contained in the Purchase Agreement as if each and every
such representation and warranty was originally made on the date hereof and made
with respect to the Securities and the transactions contemplated by this
Agreement, and each and every such representation and warranty is hereby
incorporated herein by reference. For purposes of this Agreement, “Exchange Documents” means this
Agreement, the Note, the Warrants and each of the other agreements and
instruments entered into by the parties hereto in connection with the
transactions contemplated hereby and thereby.
 

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
              3.

            	
              COVENANTS.

            


    

     

    (a)          Fees.  The
Company shall reimburse the Holder or its designee(s) for all costs and expenses
incurred by it or its affiliates in connection with the transactions
contemplated by the Exchange Documents (including, without limitation, all legal
fees and disbursements in connection therewith, documentation and implementation
of the transactions contemplated by the Exchange Documents and due diligence in
connection therewith) and in connection with its dealings with the Company and
the Subsidiaries with respect to the Transaction Documents (as defined in the
Purchase Agreement) up to $35,000, which amount shall be paid by the Company at
the Closing by adding such amount to the original principal amount of the Note
issued to the Holder at the Closing or paid by the Company by wire transfer of
immediately available funds on demand by the Holder upon termination of this
Agreement so long as such termination did not occur as a result of a material
breach by the Holder of any of its obligations hereunder (as the case may be).
The Company shall be responsible for the payment of any placement agent’s fees,
financial advisory fees, or broker’s commissions (other than for Persons engaged
by the Holder) relating to or arising out of the transactions contemplated
hereby incurred by the Company. The Company shall pay, and hold the Holder
harmless against, any liability, loss or expense (including, without limitation,
attorneys’ fees and out-of-pocket expenses) arising in connection with any claim
relating to any such payment.

     

    (b)          Disclosure of Transactions
and Other Material Information. The
Company shall, on or before 8:30 a.m., New York time, on the first (1st)
Business Day after the date of this Agreement, file a Current Report on Form 8-K
describing all the material terms of the transactions contemplated by the
Exchange Documents in the form required by the 1934 Act (as defined in the
Purchase Agreement) and attaching all the material Exchange Documents
(including, without limitation, this Agreement and the forms of the Note and
Warrants) (including all attachments, the “8-K Filing”). From and after
the filing of the 8-K Filing, the Company shall have disclosed all material,
non-public information delivered to the Holder by the Company or any of the
Subsidiaries, or any of their respective officers, directors, employees or
agents (if any) in connection with the transactions contemplated by the Exchange
Documents. Neither the Company, its Subsidiaries nor the Holder shall issue any
press releases or any other public statements with respect to the transactions
contemplated hereby; provided, however, the Company shall be entitled, without
the prior approval of the Holder, to make any press release or other public
disclosure with respect to such transactions (i) in substantial conformity with
the 8-K Filing and contemporaneously therewith and (ii) as is required by
applicable law and regulations (provided that in the case of clause (i) the
Holder shall be consulted by the Company in connection with any such press
release or other public disclosure prior to its release). Without the prior
written consent of the Holder, the Company shall not (and shall cause each of
its Subsidiaries and affiliates to not) disclose the name of the Holder in any
filing (other than the 8-K Filing), announcement, release or otherwise, except
(a) as required by federal securities law in connection with the filing of final
Exchange Documents (including signature pages thereto) with the SEC (as defined
in the Purchase Agreement) and (b) to the extent such disclosure is required by
applicable law or market regulations, in which case the Company shall provide
the Holder with prior notice of such disclosure permitted
hereunder.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     


    (c)          Transaction
Documents. It is expressly understood and agreed that (i) this Agreement
and the other Exchange Documents shall be “Transaction Documents,” (ii) for all
purposes of all the Transaction Documents (including, without limitation, with
respect to all rights, powers, remedies and benefits provided to the Holder
thereunder), the Note, the Conversion Shares, the Warrants, the Warrant Shares
and the Securities shall be deemed to have been issued pursuant to the Purchase
Agreement and shall be treated as if they were the “Notes,” “Conversion Shares,”
“Warrants,” “Warrant Shares” and “Securities” under the Purchase Agreement and
the other Transaction Documents and (iii) that the Transaction Documents are
hereby amended to give full force and effect to the transactions contemplated by
this Agreement and the other Exchange Documents. Except as otherwise expressly
provided herein, (1) the Purchase Agreement and each other Transaction Document
is, and shall continue to be, in full force and effect and is hereby ratified
and confirmed in all respects, except that on and after the Closing Date (A) all
references in the Purchase Agreement to the “Purchase Agreement,” “hereto,”
“hereof,” “this Agreement,” “hereunder” or words of like import referring to the
Purchase Agreement shall mean the Purchase Agreement as amended by this
Agreement, (B) all references in the other Transaction Documents to the
“Purchase Agreement,” “thereto,” “thereof,” “thereunder” or words of like import
referring to the Purchase Agreement shall mean the Purchase Agreement as amended
by this Agreement, (C) all references in Transaction Documents to the
“Transaction Documents,” “thereto,” “thereof,” “thereunder” or words of like
import referring to the Transaction Documents shall mean the Transaction
Documents as amended by this Agreement and (D) the Note and Warrants shall
supersede and replace the 2009 Note and 2009 Warrants and (2) the
execution, delivery and effectiveness of this Agreement shall not operate as an
amendment of any right, power, benefit or remedy of the Holder under any
Transaction Document, nor constitute an amendment of any provision of any
Transaction Document and all of them shall continue in full force and effect
(including, without limitation, the Security Interests (as defined in the
Security Agreement (as defined in the Note)) created thereunder in favor of the
Holder), as amended or modified by this Agreement.

     

    (d)          Rule 144. The Company
expressly acknowledges and agrees that for purposes of Rule 144(d) the Holder
shall be deemed to have acquired the Note and each of the Warrants on November
24, 2009, and that the holding period for the Note and each of the Warrants may
be tacked onto the holding period of the 2009 Note and each of the 2009
Warrants, respectively. The Company shall not (and shall cause each of its
officers, directors, employees and agents to not) take any action or omit to
take any action inconsistent with the foregoing. The Company shall take all
actions necessary (including, without limitation, to cause the issuance by its
legal counsel of any necessary legal opinions) to issue to the Holder Conversion
Shares and Warrant Shares that are immediately freely tradable without
restriction and not containing any restrictive legend, all without the need for
any action by the Holder so long as the holding period for a non-affiliate under
Rule 144 is met.

     

    (e)          Anti-Dilution
Acknowledgment. It is expressly understood and agreed that no security
(as such term is defined in the 1933 Act) of the Company or any of the
Subsidiaries that has been issued, or is issued or issuable on or after the date
hereof, to JMJ Financial or any of its affiliated or related Persons (as defined
in the Purchase Agreement) shall be an Excluded Security (as defined in the
Purchase Agreement) and that Section 7 of the Note and Section 2 of the Warrants
shall apply to the issuance of all securities of the Company or any of the
Subsidiaries (including, without limitation, Common Stock issuable upon
conversion of any promissory note and disregarding any floor price set forth
therein) to JMJ Financial or any of its affiliated or related
Persons.
 

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    (f)          Acknowledgments. The
Company and each Subsidiary expressly acknowledge and agree that (i) the amount
to be added to the original principal amount of the Note as contemplated by
Section 3(a) is a Secured Obligation (as defined in the Security Agreement) and
(ii) the Note does not extinguish the indebtedness evidenced by the 2009 Note
and is not a novation, repayment or reborrowing thereof but rather is given in
replacement and substitution of the 2009 Note. Each of the Subsidiaries (1)
without implication that the contrary would otherwise be true or is required,
consent to the transactions contemplated hereby and the terms hereof and the
other Exchange Documents and (2) without limiting Section 3(c), ratifies and
confirms that all of its respective obligations and undertaking under its
respective Guaranty (as defined in the Security Agreement) and agrees that such
obligations and undertakings remain in full force and effect and acknowledges
and agrees that there is no defense, setoff or counterclaim of any kind or
nature to such obligations and undertakings.

     

    
      	
              4.

            	
              TERMINATION.

            


    

     

    In the
event that the Closing shall not have occurred on or before three (3) days from
the date hereof, any such non-breaching party at any time shall have the right
to terminate its obligations under this Agreement with respect to such breaching
party on or after the close of business on such date without liability of such
non-breaching party to any other party; provided, however, notwithstanding any
such termination the Company shall remain obligated to reimburse the Holder for
the expenses described in Section 3(a) above. Nothing contained in this Section
4 shall be deemed to release any party from any liability for any breach by such
party of the terms and provisions of this Agreement or the other Exchange
Documents or to impair the right of any party to compel specific performance by
any other party of its obligations under this Agreement or the other Exchange
Documents.

     

    
      	
              5.

            	
              MISCELLANEOUS.

            


    

     

    (a)          Governing Law; Jurisdiction;
Jury Trial. The
parties hereby agree that pursuant to 735
Illinois Compiled Statutes 105/5-5 they have chosen that all questions
concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of Illinois,
without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Illinois or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of
Illinois. Each party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting in Chicago, Illinois, for the adjudication
of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such
suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof to such party at the
address for such notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF
THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    (b)          Counterparts. This
Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party. In
the event that any signature is delivered by facsimile transmission or by an
e-mail which contains a portable document format (.pdf) file of an executed
signature page, such signature page shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the
same force and effect as if such signature page were an original
thereof.

     

    (c)          Headings;
Gender. The
headings of this Agreement are for convenience of reference and shall not form
part of, or affect the interpretation of, this Agreement. Unless the context
clearly indicates otherwise, each pronoun herein shall be deemed to include the
masculine, feminine, neuter, singular and plural forms thereof. The terms
“including,” “includes,” “include” and words of like import shall be construed
broadly as if followed by the words “without limitation.”  The terms
“herein,” “hereunder,” “hereof” and words of like import refer to this entire
Agreement instead of just the provision in which they are found. For purposes of
this Agreement for the Holder’s benefit, the word “state” or “states” includes
any “province” or “provinces” in Canada and the concept of “law, rules or
regulations” includes laws, rules and regulations under applicable law, rules
and regulations in Canada.

     

    (d)          Severability. If any
provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction.  Notwithstanding anything to the contrary contained in
this Agreement or any other Transaction Document (including, without limitation,
the other Exchange Documents) (and without implication that the following is
required or applicable), it is the intention of the parties that in no event
shall amounts and value paid by the Company and/or its Subsidiaries (as the case
may be), or payable to or received by the Holder, under the Transaction
Documents (including, without limitation, under the Exchange Documents),
including without limitation, any amounts that would be characterized as
“interest” under applicable law (including, without limitation, any applicable
Canadian law), exceed amounts permitted under any such applicable law.
Accordingly, if any obligation to pay, payment made to the Holder, or collection
by the Holder pursuant any of the Transaction Documents (including, without
limitation, under the Exchange Documents) is finally judicially determined to be
contrary to any such applicable law, such obligation to pay, payment or
collection shall be deemed to have been made by mutual mistake of the Holder,
the Company and its Subsidiaries and such amount shall be deemed to have been
adjusted with retroactive effect to the maximum amount or rate of interest, as
the case may be, as would not be so prohibited by the applicable law. Such
adjustment shall be effected, to the extent necessary, by reducing or refunding,
at the option of the Holder, the amount of interest or any other amounts which
would constitute unlawful amounts required to be paid or actually paid to the
Holder under the Transaction Documents (including, without limitation, under the
Exchange Documents). For greater certainty, to the extent that any interest,
charges, fees, expenses or other amounts required to be paid to or received by
the Holder under any of the Transaction Documents (including, without
limitation, under the Exchange Documents) or related thereto are held to be
within the meaning of “interest” or another applicable term to otherwise be
violative of applicable law, such amounts shall be pro-rated over the period of
time to which they relate.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    (e)          Entire Agreement;
Amendments. This
Agreement, the other Exchange Documents and the schedules and exhibits attached
hereto and thereto and the instruments referenced herein and therein supersede
all other prior oral or written agreements between the Holder, the Company, the
Subsidiaries, their affiliates and Persons acting on their behalf solely with
respect to the matters contained herein and therein, and this Agreement, the
other Exchange Documents, the schedules and exhibits attached hereto and thereto
and the instruments referenced herein and therein contain the entire
understanding of the parties solely with respect to the matters covered herein
and therein; provided, however, nothing contained in this Agreement or any other
Transaction Document shall (or shall be deemed to) (i) except as expressly
contemplated by Section 3(c), have any effect on any agreements the Holder has
entered into with the Company or any of its Subsidiaries prior to the date
hereof with respect to any prior investment made by the Holder in the Company or
(ii) except as expressly contemplated by Section 3(c), waive, alter, modify or
amend in any respect any obligations of the Company or any of its Subsidiaries,
or any rights of or benefits to the Holder or any other Person, in any agreement
entered into prior to the date hereof between or among the Company and/or any of
its Subsidiaries and the Holder and all such agreements shall continue in full
force and effect. Except as specifically set forth herein, neither the Company
nor the Holder makes any representation, warranty, covenant or undertaking with
respect to such matters. No provision of this Agreement may be amended other
than by an instrument in writing signed by the Company and the Holder. No
provision of this Agreement may be waived other than by an instrument in writing
signed by the waiving party. Without limiting the foregoing, the Company
confirms that the Holder has not made any commitment or promise or has any other
obligation to provide any financing to the Company, any Subsidiary or
otherwise.

     

    (f)           Notices. Any
notices, consents, waivers or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party);
or (iii) one (1) Business Day after deposit with an overnight courier service
with next day delivery specified, in each case, properly addressed to the party
to receive the same. The addresses and facsimile numbers for such communications
shall be as set forth in Section 9(f) of the Purchase Agreement or such other
address and/or facsimile number and/or to the attention of such other Person as
the recipient party has specified by written notice given to each other party
five (5) days prior to the effectiveness of such change, provided that Greenberg
Traurig, LLP shall be provided copies of notices sent to the Holder. Written
confirmation of receipt (A) given by the recipient of such notice, consent,
waiver or other communication, (B) mechanically or electronically generated by
the sender’s facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission or (C) provided by an
overnight courier service shall be rebuttable evidence of personal service,
receipt by facsimile or receipt from an overnight courier service in accordance
with clause (i), (ii) or (iii) above, respectively.
 

    
      
         


      

      
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    (g)          Successors and
Assigns. This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns, including, as contemplated below, any
assignee or transferee of any of the Securities. The Company shall not assign
this Agreement or any rights or obligations hereunder without the prior written
consent of the Holder, including, without limitation, by way of a Fundamental
Transaction (as defined in the Note and Warrants) unless the Company is in
compliance with the applicable provisions governing Fundamental Transactions set
forth in the Note and Warrants. The Holder may assign some or all of its rights
hereunder in connection with any assignment or transfer of any of its Securities
without the consent of the Company, in which event such assignee or transferee
shall be deemed to be a Holder hereunder with respect to such assigned
rights.

     

    (h)          No Third Party
Beneficiaries. This
Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by, any other Person, other than the Released
Parties (as defined below) referred to in Section 5.

     

    (i) 
         Survival. The
representations, warranties, agreements and covenants shall survive the
Closing.

     

    (j)           Further
Assurances. Each
party shall do and perform, or cause to be done and performed, all such further
acts and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents, as any other party may reasonably
request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated
hereby.

     

    (k)          Construction. The
language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent, and no rules of strict construction will
be applied against any party. For clarification purposes, the Recitals are part
of this Agreement and are hereby incorporated by reference.

     

    [signature pages
follow]
 

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Holder, the Company and each of the Subsidiaries have caused their respective
signature page to this Agreement to be duly executed as of the date first
written above.

     

    
      
        
          
            
              	
                      COMPANY:

                    
	 
	
                      NACEL
      ENERGY CORPORATION

                    
	 
      
	
                      By: 

                    	/s/
      Mark Schaftlein
	 
      	
                      Name: Mark
      Schaftlein

                    
	 
      	
                      Title:  
      Director

                                 
      President 

                    


            

          

        

      

    

    
      
          

          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

         

      

    

    IN WITNESS WHEREOF, the
Holder, the Company and each of the Subsidiaries have caused their respective
signature page to this Agreement to be duly executed as of the date first
written above.

      

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	SUBSIDIARIES:
	 	 
	 	
                                                              0758817 B.C. LTD., a
      corporation existing pursuant to

                                                              the
      British Columbia Business Corporations Act

                                                            
	 	 
      
	 	
                                                              By:

                                                            	/s/ Mark
      Schaftlein
	  	
                                                              Name:
      

                                                            	      
                                                              Mark
      Schaftlein

                                                            
	 	
                                                              Title:

                                                            	Manager 
	 	 
      
	 	
                                                              BLUE
      CREEK WIND ENERGY FACILITY LLC, a

                                                              Texas
      limited liability company

                                                            
	 	 
      
	 	
                                                              By:

                                                            	      
                                                              /s/
      Mark Schaftlein

                                                            
	 	
                                                              Name: 

                                                            	      
                                                              Mark
      Schaftlein

                                                            
	 	
                                                              Title:

                                                            	Manager
	 	 
      
	 	
                                                              CHANNING
      FLATS WIND ENERGY FACILITY

                                                              LLC,
      a Texas limited liability company

                                                            
	 	 
      
	 	
                                                              By:

                                                            	      
                                                              /s/
      Mark Schaftlein

                                                            
	 	
                                                              Name: 

                                                            	      
                                                              Mark
      Schaftlein

                                                            
	 	
                                                              Title:

                                                            	Manager
	 	 
      
	 	
                                                              HEDLEY
      POINTE WIND ENERGY FACILITY

                                                              LLC,
      a Texas limited liability company

                                                            
	 	 
      
	 	
                                                              By:

                                                            	      
                                                              /s/
      Mark Schaftlein

                                                            
	 	
                                                              Name: 

                                                            	      
                                                              Mark
      Schaftlein

                                                            
	 	
                                                              Title:

                                                            	Manager
	 	 
      
	 	
                                                              LEILA
      LAKE WIND ENERGY FACILITY LLC, a

                                                              Texas
      limited liability company

                                                            
	 	 
      
	 	
                                                              By:

                                                            	      
                                                              /s/
      Mark Schaftlein

                                                            
	 	
                                                              Name: 

                                                            	      
                                                              Mark
      Schaftlein

                                                            
	 	
                                                              Title:

                                                            	Manager


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Holder, the Company and each of the Subsidiaries have caused their respective
signature page to this Agreement to be duly executed as of the date first
written above.

      

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	SUBSIDIARIES:
	 	 
	 	
                                        SNOWFLAKE
      WIND ENERGY FACILITY LLC, an

                                        Arizona
      limited liability company

                                      
	 	 
      
	 	
                                        By:

                                      	      
                                        /s/
      Mark Schaftlein

                                      
	 	
                                        Name: 

                                      	      
                                        Mark
      Schaftlein

                                      
	 	
                                        Title:

                                      	Manager
	 	 
      
	 	
                                        SWISHER
      WIND ENERGY FACILITY LLC, a

                                        Texas
      limited liability company

                                      
	 	 
      
	 	
                                        By:

                                      	      
                                        /s/
      Mark Schaftlein

                                      
	 	
                                        Name: 

                                      	      
                                        Mark
      Schaftlein

                                      
	 	
                                        Title:

                                      	Manager


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Holder, the Company and each of the Subsidiaries have caused their respective
signature page to this Agreement to be duly executed as of the date first
written above.

    


    
      
        
          
            	 
      	
                    HOLDER:

                  
	 
      	 
      
	 
      	
                    IROQUOIS
      MASTER FUND LTD.

                  
	 	 
	 
      	/s/
      Joshua Silverman
	 
      	
                    By:
      Joshua Silverman, Authorized
Signatory