GUARANTY

     

     
This Guaranty is made this 24th day of November 2009, by such guarantors listed
on the signature pages hereof (collectively, jointly and severally, “Guarantors,” and each, individually, a “Guarantor”), in favor of Iroquois Master Fund
Ltd. (together with its successors and assigns, “Buyer”).

     

    RECITALS

     

    WHEREAS, pursuant to that
certain Securities Purchase Agreement dated as of November 23, 2009 (as amended,
restated, supplemented, or otherwise modified from time to time, including all
schedules thereto, the “Securities Purchase Agreement”) by and among NACEL ENERGY
CORPORATION, a Wyoming corporation (“Parent”), Buyer, and each of the other
investors listed on the Schedule of Buyers attached thereto (together with
Buyer, “Buyers”), Parent has agreed to
sell, and Buyers have agreed to purchase, severally and not jointly, certain
Notes and Warrants; and

     

    WHEREAS, each Guarantor is a
direct or indirect wholly-owned Subsidiary of Parent and will receive direct and
substantial benefits from the purchase by Buyers of the Notes and Warrants;
and

     

    WHEREAS, in order to induce
Buyers to purchase, severally and not jointly, the Notes and Warrants as
provided for in the Securities Purchase Agreement, Guarantors have agreed to
jointly and severally guaranty all of Parent’s obligations under and with
respect to the Notes and the Securities Purchase Agreement; and

     

    WHEREAS, in connection
herewith, Guarantors, Parent and Buyers have entered into that certain Security
Agreement dated of even date herewith (as amended, restated, supplemented, or
otherwise modified from time to time, including all schedules thereto, the “Security Agreement”), pursuant to which Guarantors and
Parent (Guarantors and Parent, collectively, “Obligors” and each, individually, an “Obligor”) have granted each of the Buyers
continuing security interests in all assets of each Obligor, as more fully set
forth in the Security Agreement.

     

    AGREEMENTS

     

    NOW, THEREFORE, for and in
consideration of the recitals made above and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, each Guarantor hereby agrees as follows:

     

    1.           Definitions. All
capitalized terms used herein that are not otherwise defined herein shall have
the meanings given them in the Security Agreement.

     

    2.           Guaranteed
Obligations. Guarantors jointly and severally hereby irrevocably and
unconditionally guaranty to Buyer the due and punctual payment in full of all of
the present and future payment and performance obligations of each Obligor
arising under the Securities Purchase
Agreement, any and all Notes payable to Buyer, the Security Agreement, and the
other Transaction Documents, including, without duplication, attorneys’ fees and
expenses and any interest, fees, or expenses that accrue after the filing of an
Insolvency Proceeding, regardless of whether allowed or allowable in whole or in
part as a claim in any Insolvency Proceeding (collectively, the “Guaranteed Obligations”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           Guarantors’ Representations
and Warranties. Each Guarantor represents and warrants to Buyer that such
Guarantor expects to derive substantial benefits from the purchase by Buyers of
the Notes and Warrants and the other transactions contemplated hereby and by the
other Transaction Documents. Buyer may rely conclusively on a continuing
warranty, hereby made, that such Guarantor continues to be benefited by this
Guaranty and Buyer shall have no duty to inquire into or confirm the receipt of
any such benefits, and this Guaranty shall be effective and enforceable by Buyer
without regard to the receipt, nature or value of any such
benefits.

     

    4.           Unconditional Nature.
No act or thing need occur to establish any Guarantor’s liability hereunder, and
no act or thing, except full payment and discharge of all of the Guaranteed
Obligations, shall in any way exonerate any Guarantor hereunder or modify,
reduce, limit or release any Guarantor’s liability hereunder. This is an
absolute, unconditional and continuing guaranty of payment of the Guaranteed
Obligations and shall continue to be in force and be binding upon each Guarantor
until all of the Guaranteed Obligations are indefeasibly paid in full and
discharged.

     

    5.           Subrogation. No
Guarantor will exercise or enforce any right of contribution, reimbursement,
recourse or subrogation available to such Guarantor as to any of the Guaranteed
Obligations, or against any Person liable therefor, or as to any collateral
security therefor, unless and until all of the Guaranteed Obligations shall have
been indefeasibly paid in full and discharged.

     

    6.           Enforcement Expenses.
Each Guarantor shall pay or reimburse Buyer for all costs, expenses and
attorneys’ fees paid or incurred by Buyer in endeavoring to collect and enforce
the Guaranteed Obligations and in enforcing this Guaranty.

     

    7.           Obligations Absolute.
Each Guarantor agrees that its obligations hereunder are irrevocable, absolute,
independent and unconditional and shall not be affected by any circumstance
which constitutes a legal or equitable discharge of a guarantor or surety other
than the indefeasible payment in full and discharge of the Guaranteed
Obligations. In furtherance of the foregoing and without limiting the generality
thereof, each Guarantor agrees that none of its obligations hereunder shall be
affected or impaired by any of the following acts or things (which Buyer is
expressly authorized to do, omit or suffer from time to time, without consent or
approval by or notice to any Guarantor): (a) any acceptance of collateral
security, guarantors, accommodation parties or sureties for any or all of the
Guaranteed Obligations; (b) one or more extensions or renewals of the Guaranteed
Obligations (whether or not for longer than the original period) or any
modification of the interest rates, maturities, if any, or other contractual
terms applicable to any of the Guaranteed Obligations or any amendment or
modification of any of the terms or provisions of any of the Transaction
Documents; (c) any waiver or indulgence granted to Parent or any other Obligor,
any delay or lack of diligence in the enforcement of the Guaranteed
Obligations, or any failure to institute proceedings, file a claim, give any
required notices or otherwise protect any of the Guaranteed Obligations; (d) any
full or partial release of, compromise or settlement with, or agreement not to
sue, Parent, any other Obligor or any other Person liable in respect of any of
the Guaranteed Obligations; (e) any release, surrender, cancellation or other
discharge of any evidence of the Guaranteed Obligations or the acceptance of any
instrument in renewal or substitution therefor; (f) any failure to obtain
collateral security (including rights of setoff) for the Guaranteed Obligations,
or to see to the proper or sufficient creation and perfection thereof, or to
establish the priority thereof, or to preserve, protect, insure, care for,
exercise or enforce any collateral security; or any modification, alteration,
substitution, exchange, surrender, cancellation, termination, release or other
change, impairment, limitation, loss or discharge of any collateral security;
(g) any collection, sale, lease or disposition of, or any other foreclosure or
enforcement of or realization on, any collateral security; (h) any assignment,
pledge or other transfer of any of the Guaranteed Obligations or any evidence
thereof; or (i) any manner, order or method of application of any payments or
credits upon the Guaranteed Obligations. Each Guarantor waives any and all
defenses and discharges available to a surety, guarantor or accommodation
co-obligor.

     

    
      
        
        

      

      
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    8.           Waivers by
Guarantors. Each Guarantor waives any and all defenses, claims, setoffs
and discharges of Parent, or any other Obligor or Person, pertaining to the
Guaranteed Obligations, except the defense of discharge by indefeasible
satisfaction and discharge in full. Without limiting the generality of the
foregoing, no Guarantor will assert, plead or enforce against any Buyer any
defense of waiver, release, discharge or disallowance in any Insolvency
Proceeding, statute of limitations, res judicata, statute of frauds,
anti-deficiency statute, fraud, incapacity, minority, usury, illegality or
unenforceability which may be available to Parent or any other Obligor or Person
liable in respect of any of the Guaranteed Obligations, or any setoff available
to any Buyer against Parent or any other such Obligor or Person, whether or not
on account of a related transaction. Each Guarantor expressly agrees that such
Guarantor shall be and remain liable for any deficiency remaining after
foreclosure of any mortgage or security interest securing the Guaranteed
Obligations, whether or not the liability of Parent or any other Obligor or
Person for such deficiency is discharged pursuant to statute or judicial
decision. The liability of each Guarantor shall not be affected or impaired by
any voluntary or involuntary liquidation, dissolution, sale or other disposition
of all or substantially all of the assets, marshalling of assets and
liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of, or other
similar event or proceeding affecting, Parent or any of its assets. No Guarantor
will assert, plead or enforce against any Buyer any claim, defense or setoff
available to such Guarantor against Parent. Each Guarantor waives presentment,
demand for payment, notice of dishonor or nonpayment and protest of any
instrument evidencing the Guaranteed Obligations. Buyer shall not be required
first to resort for payment of the Guaranteed Obligations to Parent or any other
Person, or their properties, or first to enforce, realize upon or exhaust any
collateral security for the Guaranteed Obligations, before enforcing this
Guaranty.

     

    9.           If Payments Set Aside,
etc. If any payment applied by Buyer to the Guaranteed Obligations is
thereafter set aside, recovered, rescinded or required to be returned for any
reason (including, without limitation, the bankruptcy, insolvency or
reorganization of Parent or any other Obligor or Person), the Guaranteed
Obligations to which such payment was applied shall for the purpose of this
Guaranty be deemed to have continued in existence, notwithstanding such
application,
and this Guaranty shall be enforceable as to such Guaranteed Obligations as
fully as if such application had never been made.

     

    
      
        
        

      

      
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    10.           Additional Obligation of
Guarantors. Each Guarantor’s liability under this Guaranty is in addition
to and shall be cumulative with all other liabilities of such Guarantor to Buyer
as guarantor, surety, endorser, accommodation co-obligor or otherwise of any of
the Guaranteed Obligations, without any limitation as to amount.

     

    11.           No Duties Owed by
Buyer. Each Guarantor acknowledges and agrees that Buyer (a) has not made
any representations or warranties with respect to, (b) does not assume any
responsibility to such Guarantor for, and (c) has no duty to provide information
to such Guarantor regarding, the enforceability of any of the Guaranteed
Obligations or the financial condition of Parent or any other Obligor or Person.
Each Guarantor has independently determined the creditworthiness of Parent and
the enforceability of the Guaranteed Obligations and until the Guaranteed
Obligations are paid in full will independently and without reliance on Buyer
continue to make such determinations.

     

    12.           Miscellaneous.

     

    (a)           This
Guaranty 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. Any
party delivering an executed counterpart of this Guaranty by facsimile or other
electronic method of transmission also shall deliver an original executed
counterpart of this Guaranty but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Guaranty.

     

    (b)           Any
provision of this Guaranty which is prohibited or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof in that jurisdiction or affecting
the validity or enforceability of such provision in any other
jurisdiction.

     

    (c)           Headings
used in this Guaranty are for convenience only and shall not be used in
connection with the interpretation of any provision hereof.

     

    (d)           The
pronouns used herein shall include, when appropriate, either gender and both
singular and plural, and the grammatical construction of sentences shall conform
thereto.

     

    
      
        
        

      

      
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    (e)           Unless
the context of this Guaranty or any other Transaction Document clearly requires
otherwise, references to the plural include the singular, references to the
singular include the plural, the terms “includes” and “including” are not
limiting, and the term “or” has, except where otherwise indicated, the inclusive
meaning represented by the
phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and
similar terms in this Guaranty or any other Transaction Document refer to this
Guaranty or such other Transaction Document, as the case may be, as a whole and
not to any particular provision of this Guaranty or such other Transaction
Document, as the case may be. Section, subsection, clause, schedule, and exhibit
references herein are to this Guaranty unless otherwise specified. Any reference
in this Guaranty or in any other Transaction Document to any agreement,
instrument, or document shall include all alterations, amendments, changes,
extensions, modifications, renewals, replacements, substitutions, joinders, and
supplements, thereto and thereof, as applicable (subject to any restrictions on
such alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements set forth herein). Any
reference herein or in any other Transaction Document to the satisfaction in
full of the Guaranteed Obligations shall mean the indefeasible payment in full
in cash and discharge, or other satisfaction in accordance with the terms of the
Transaction Documents and discharge, of all Guaranteed Obligations in full. Any
reference herein or in any other Transaction Document to the satisfaction in
full of the Secured Obligations shall mean the indefeasible payment in full in
cash and discharge, or other satisfaction in accordance with the terms of the
Transaction Documents and discharge, of all Secured Obligations in full. Any
reference herein to any Person shall be construed to include such Person’s
successors and assigns.

     

    (f)           This
Guaranty shall be effective upon delivery to Buyer, without further act,
condition or acceptance by Buyer, shall be binding upon each Guarantor and the
successors and assigns of each Guarantor, and shall inure to the benefit of
Buyer and its participants, successors and assigns. This Guaranty may not be
waived, modified, amended, terminated, released or otherwise changed except by a
writing signed by each Guarantor and Buyer.

     

    (g)           The
language used in this Guaranty 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 Guaranty.

     

    (h)           All
dollar amounts referred to in this Guaranty and the other Transaction Documents
(as defined in the Securities Purchase Agreement) are in United States Dollars
(“US Dollars”), and all amounts owing under this
Guaranty and all other Transaction Documents shall be paid in US Dollars. All
amounts denominated in other currencies shall be converted in the US Dollar
equivalent amount in accordance with the Exchange Rate on the date of
calculation. “Exchange Rate” means, in relation to any amount of
currency to be converted into US Dollars pursuant to this Guaranty, the US
Dollar exchange rate as published in the Wall Street Journal on the relevant
date of calculation.

     

    13.          Notices. All notices
and other communications provided for hereunder shall be given in the form and
manner, and delivered to such addresses, as specified in the Security
Agreement.
 

    
      
         


      

      
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    14.           Governing Law; Jurisdiction;
Service of Process; Jury Trial. The Guarantors 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
Guaranty 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 Guarantor 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; provided, however, any
suit seeking enforcement of this Guaranty may be brought, at Buyer’s option, in
the courts of any jurisdiction where Buyer elects to bring such action. Each
Guarantor 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 Guaranty
and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Without limitation of the foregoing, each Guarantor
hereby irrevocably appoints Parent as such Guarantor’s agent for purposes of
receiving and accepting any service of process hereunder. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. EACH
GUARANTOR 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.

     

    [signature page follows]

 

    
      
         


      

      
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    IN
WITNESS WHEREOF, this Guaranty has been duly executed by each Guarantor as of
the date set forth above.

    


    
      
        
          
            	 	
                    0758817
      B.C. Ltd., a corporation existing pursuant to

                  
	 	
                    the
      British Columbia Business Corporations Act

                  
	 	
                    By:

                  
	 	
	 	
                    Name:
      Murray
    Fleming

                  
	 	
                    Title:
      Secretary

                  
	 	 
      
	 	
                    BLUE
      CREEK WIND ENERGY FACILITY LLC, a

                  
	 	
                    Texas
      limited liability company

                  
	 	
                    By:

                  
	 	
	 	
                    Name:
      Murray
    Fleming

                  
	 	
                    Title:
      Officer of Sole
      Member

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

      

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 	
                                                CHANNING
      FLATS WIND ENERGY FACILITY

                                              
	 	LLC,
      a
      Texas limited liability company
	 	
                                                By:

                                              
	 	
	 	
                                                Name:
      Murray
    Fleming

                                              
	 	Title:
      Officer
      of Sole Member
	 	 
      
	 	
                                                HEDLEY
      POINTE WIND ENERGY FACILITY

                                              
	 	LLC,
      a
      Texas limited liability company
	 	 
      
	 	
                                                By:

                                              
	 	
	 	
                                                Name:
      Murray
    Fleming

                                              
	 	Title:
      Officer
      of Sole
Member


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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                                                                                  LEILA LAKE WIND ENERGY FACILITY
      LLC, a

                                                                                
	 	Texas
      limited
      liability company
	 	
                                                                                  By:

                                                                                
	 	
	 	
                                                                                  Name:
      Murray
    Fleming

                                                                                
	 	Title:
      Officer
      of Sole Member
	 	 
      
	 	
                                                                                  SNOWFLAKE
      WIND ENERGY FACILITY LLC, an

                                                                                
	 	
                                                                                  Arizona
      limited liability company

                                                                                
	 	
                                                                                  By:

                                                                                
	 	
	 	
                                                                                  Name:
      Murray
    Fleming

                                                                                
	 	Title:
      Officer
      of Sole Member
	 	 
      
	 	
                                                                                  SWISHER
      WIND ENERGY FACILITY LLC, a

                                                                                
	 	Texas
      limited
      liability company
	 	
                                                                                  By:

                                                                                
	 	
	 	
                                                                                  Name:
      Murray
    Fleming

                                                                                
	 	Title:
      Officer
      of Sole
Member


                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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