TERMINATION
AGREEMENT

     

    THIS
TERMINATION AGREEMENT (hereinafter referred to as the “Agreement”) is
executed and entered into effective as of April 22, 2010 (the “Effective Date”),
by and between NACEL
ENERGY CORPORATION (the “Company”) and ANDRE
SCHWEGLER (hereinafter referred to as “Employee”)(collectively, the
Company and Employee are referred to as the “Parties”).

     

    Recitals:

     

    A.          Effective
January 4, 2010, the Parties entered into an Employment Agreement whereby the
Employee became the Company’s Chief Financial Officer and received stated
compensation and benefits, subject to the terms and provisions set forth in said
Employment Agreement; and

     

    B.           The
Parties desire to terminate and end the Company’s employment of the Employee,
terminate the Employment Agreement and resolve 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, the Employee’s employment as the Company’s
Chief Financial Officer ceases and terminates.  The Parties hereto
agree that the Employee’s termination is “Without Cause” in accordance with
paragraph 8(c) of the Employment Agreement. The Employee shall execute and
deliver to the Company a written resignation as an officer of the
Company.

     

    2.           Settlement
of Outstanding Compensation Due and Payable.

     

    (a)           As
of the Effective Date, the Company and Employee covenant and agree that the
Employee is due and owed an aggregate total of $13,500.00 in accrued and
deferred compensation payments arising during the period from January 4, 2010
through March 31, 2010 in accordance with the terms of the
Amendment.

     

    (b)           With
respect to the $13,500 due and owing pursuant to Section 2(a) above, the
Employee agrees to accept issuance by the Company to him of 45,000 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 satisfactory to the Company.

     

    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.  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.

    


    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:

     

    
      
         

      

      
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    (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.  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)           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.

    


    (d)           Binding
Arbitration.  If
any dispute arises between the parties to this Agreement with respect to any
amounts due hereunder to any one of the parties, then both parties shall submit
the dispute to binding arbitration.  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 of its costs and expenses including reasonable
attorney’s fees.

     

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

    


    (f)           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.

    


    (g)           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.

    


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

    


    (i)           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.

     

    
      
        
          
            
              
                	
                        NACEL
      ENERGY CORPORATION

                      
	 
      
	
                        By

                      	
                        /s/
      Mark Schaftlein

                      
	
                        Its

                      	
                        President

                      	 
      
	
                        Date:  April
      22, 2010

                      
	 
      
	
                        EMPLOYEE:

                      
	 
      
	
                        /s/  Andre
      Schwegler

                      
	
                        Andre
      Schwegler

                      
	
                        Date:  April
      22,
2010

                      


              

            

          

        

      

    

     

    
      
         

      

      
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