Exchange And Trust Voting Agreement Dated September 29, 2006

EXCHANGE AND VOTING TRUST AGREEMENT

MEMORANDUM OF AGREEMENT made as of the 29TH day of September, 2006 BETWEEN :

FC FINANCIAL SERVICES INC. , a corporation existing under the laws of the State of Nevada,


(hereinafter referred to as the " Parent" )

AND :

1260491 ALBERTA INC. , a corporation existing under the laws of Alberta,


(hereinafter referred to as the " Exchangeco" )

AND:

EQUITY TRANSFER & TRUST COMPANY, a corporation existing under the laws of Canada,


(hereinafter referred to as the " Voting Trustee" )

AND:

SASS PERESS of the District of Montreal,


(hereinafter referred to as " Peress" )

AND:

JOEL COHEN, of the District of Montreal,


(hereinafter referred to as " Cohen" )

AND:

ARLENE ADES , of the District of Montreal


(hereinafter referred to as " Ades" )

AND:

THE SASS PERESS FAMILY TRUST, a trust established under the laws of the Province of Quebec


(hereinafter referred to as " Trust I" )

AND:

THE PERESS FAMILY TRUST, a trust established under the laws of the Province of Quebec


(hereinafter referred to as " Trust II" )


- 2 - AND:

EASTERN LIQUIDITY PARTNERS LTD., a corporation existing under the laws of Canada


(hereinafter referred to as " Eastern Liquidity" )


(Peress, Cohen, Ades. Trust I, Trust II and Eastern Liquidity being collectively referred to as the " ICP Shareholders" )

AND:

TARAS CHEBOUNTCHAK,


(hereinafter referred to as " Chebountchak" )

AND:

ORIT STOLYAR,


(hereinafter referred to as " Stolyar" )


(Chebountchak and Stolyar being collectively referred to as the " Depositing Shareholders" )

WHEREAS pursuant to a share purchase agreement (the " Share Purchase Agreement" ) dated as of September 28, 2006, between the Parent, Exchangeco, the ICP Shareholders and the Depositing Shareholders, Exchangeco is to issue exchangeable shares (the " Exchangeable Shares" ) to certain holders of Class A shares of ICP Solar Technologies Inc. (the " Corporation" );

WHEREAS the ICP Shareholders were, prior to the execution of the Share Purchase Agreement, the owners of all of the issued and outstanding Class A shares of the Corporation;

WHEREAS pursuant to the Share Purchase Agreement, the Parent and Exchangeco have agreed to execute a voting and exchange trust agreement substantially in the form of this Agreement;

AND WHEREAS the Share Purchase Agreement provides, inter alia , that certain shareholders of the Parent shall deposit with the Voting Trustee 20,000,000 Parent Common Shares held by the Depositing Shareholders (such shares and any other shares in respect of which share certificates are deposited with the Voting Trustee pursuant to the provisions of this Agreement being collectively hereafter referred to as the " Deposited Shares" );

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NOW THEREFORE in consideration of the respective covenants and agreement provided in this Agreement and for other valuable consideration (the receipt and sufficiency of which are acknowledged), the parties agree as follows.

ARTICLE 1 - DEFINITIONS AND INTERPRETATION 1.1

Definitions

In this Agreement, the following terms shall have the following meanings:

" Affiliate" of any person means any other person directly or indirectly controlled by, or under common control of, that person. For the purposes of this definition, " control" (including, with correlative meanings, the terms " controlled by" and " under common control of" ), as applied to any person, means the possession by another person, directly or indirectly, of the power to direct or cause the direction of the management and policies of that first mentioned person, whether through the ownership of voting securities, by contract or otherwise;

" Agreement" means this Voting and Exchange Trust Agreement and any amendments, supplements or addendums hereto;

" Authorized Person" has the meaning ascribed thereto in section 5.15;

" Automatic Exchange Rights" means the benefit of the obligation of the Parent to effect the automatic exchange of Parent Common Shares for Exchangeable Shares pursuant to section 5.13;

" Board of Directors" means the Board of Directors of Exchangeco;

" Business Day" means any day on which commercial banks are open for business in New York, New York, and Montreal, Quebec, other than a Saturday, a Sunday or a day observed as a holiday in Montreal, Quebec under the laws of the province of Quebec or the federal laws of Canada or in New York, New York under the laws of the State of New York or the federal laws of the United States of America;

" Canadian Dollar Equivalent" means, in respect of an amount expressed in a currency other than Canadian Dollars (the " Foreign Currency Amount" ) at any date, the product obtained by multiplying (a) the Foreign Currency Amount by (b) the noon spot exchange rate on such date for such foreign currency expressed in Canadian dollars as reported by the Bank of Canada or, in the event such spot exchange rate is not available, such exchange rate on such date be deemed by the Board of Directors to be appropriate for such purpose;

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" Current Market Value" shall have the meaning attributed to such term in the Exchangeable Share Provisions;

" Deposited Shares" has the meaning attributed thereto in the preamble hereof;

" Exchangeable Share Provisions" means the rights, privileges, restrictions and conditions attached to the Exchangeable Shares in its Articles of Incorporation;

" Exchangeable Shares" means the non-voting exchangeable shares in the capital of Exchangeco;

" Insolvency Event" means the institution by Exchangeco of any proceeding to be adjudicated a bankrupt or insolvent or to be wound up, or the consent of Exchangeco to the institution of bankruptcy, insolvency or winding-up proceedings against it, or the filing of a petition, answer or consent seeking dissolution or winding-up under any bankruptcy, insolvency or analogous laws, including without limitation the Companies Creditor' s Arrangement Act (Canada) and the Bankruptcy and Insolvency Act (Canada), and the failure by Exchangeco to contest in good faith any such proceedings commenced in respect of Exchangeco within 30 days of becoming aware thereof, or the consent by Exchangeco to the filing of any such petition or to the appointment of a receiver, or the making by Exchangeco of a general assignment for the benefit of creditors, or the admission in writing by Exchangeco of its inability to pay its debts generally as they become due;

" Insolvency Exchange Right" has the meaning ascribed thereto in Section 5.1;

" Liquidation Call Right" has the meaning ascribed thereto in the Exchangeable Share Provisions;

" Notice Event" has the meaning ascribed thereto in section 8.17;

" Officer' s Certificate" means, with respect to the Parent or Exchangeco, as the case may be, a certificate signed by any officer of the Parent or Exchangeco, as the case may be;

" Parent Affiliates" means Affiliates of the Parent;

" Parent Common Share" means the share of common stock, par value U.S. $0.00001, in the capital stock of the Parent;

" Parent Consent" has the meaning ascribed thereto in section 4.2;

" Parent Meeting" has the meaning ascribed thereto in section 4.2;

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" Parent Successor" has the meaning ascribed thereto in section 12.1(a);

" Person" includes any individual, partnership, corporation, company, unincorporated syndicate or organization, trust, trustee, executor, administrator and other legal representative;

" Redemption Call Right" has the meaning ascribed thereto in the Exchangeable Share Provisions;

" Retracted Shares" has the meaning ascribed thereto in section 5.7;

" Retraction Call Right" has the meaning ascribed thereto in the Exchangeable Share Provisions;

" Share Purchase Agreement" has the meaning attributed thereto in the preamble hereof;

" Support Agreement" means that certain Exchangeable Support Agreement made as of even date herewith between Exchangeco, the Voting Trust Beneficiaries, the Parent and the Voting Trustee;

" Trust Estate" means the Deposited Shares, any other securities, the Exchange Right, the Automatic Exchange Rights and any money or other property which may be held by the Voting Trustee from time to time pursuant to this Agreement;

" Voting Trust" means the trust created by this Agreement;

" Voting Trust Beneficiaries" means the registered holders from time to time of Exchangeable Shares, other than the Parent and its Affiliates, and " Voting Trust Beneficiary" means one of the Voting Trust Beneficiaries;

" Voting Trust Beneficiary Votes" has the meaning ascribed thereto in section 4.2;

" Voting Trustee" means Equity Transfer & Trust Company and, subject to the provisions of ARTICLE 11, includes any successor trustee; and

" Voting Rights" means the voting rights attached to the Deposited Shares. 1.2

Interpretation Not Affected by Headings, etc.

The division of this Agreement into Articles, sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless otherwise indicated, all references to an " Article" or " section" followed by a number and/or a letter refer to the specified Article or section of this agreement. The terms " this trust


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agreement" , " hereof" , " herein" and " hereunder" and similar expressions refer to this Agreement and not to any particular Article, section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

1.3

Number, Gender, etc.


Words importing the singular number only shall include the plural and vice versa. Words importing any gender shall include all genders.

1.4

Date for any Action


If any date on which any action is required to be taken under this Agreement is not a Business Day, such action shall be required to be taken on the next succeeding Business Day.

ARTICLE 2 PURPOSE OF AGREEMENT 2.1

Establishment of Voting Trust

The purpose of this Agreement is to create the Voting Trust for the benefit of the Voting Trust Beneficiaries, as herein provided. The Voting Trustee will hold the Deposited Shares to enable the Voting Trustee to exercise the Voting Rights, hold the Insolvency Exchange Right and Automatic Exchange Rights and enable the Voting Trustee to exercise such rights, in each case as trustee for and on behalf of the Voting Trust Beneficiaries as provided in this Agreement.

ARTICLE 3 DEPOSIT OF TRUST SHARES 3.1

Deposit of Share Certificates

The Depositing Shareholders have deposited or shall deposit concurrently herewith with the Voting Trustee certificates registered to them representing the Deposited Shares. All certificates representing Deposited Shares (" Deposited Share Certificates" ) shall be registered in the name of the Voting Trustee, and this Agreement shall be the equivalent of voting trust certificates for the Depositing Shareholders and shall evidence their beneficial title to their respective Deposited Shares.

The Voting Trustee shall issue a receipt for the Deposited Shares and shall issue its receipt for any additional shares deposited by the Depositing Shareholders. Any consolidations, sub-divisions or stock dividends affecting or accruing to the Deposited Shares shall be governed by the provisions of this Agreement, and certificates representing the appropriate number of shares shall be deposited by the Depositing Shareholders with the Voting Trustee.


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The Voting Trustee shall retain possession of the Deposited Share Certificates and documentation on behalf of the Depositing Shareholders.


Neither the Depositing Shareholders, nor the Voting Trustee nor the ICP Shareholders shall be entitled to receive any dividend payments in respect of the Deposited Shares. The Depositing Shareholders hereby waive any rights to receive any dividends in respect of the Deposited Shares.


The Depositing Shareholder shall not, during the term of the present Agreement, sell, transfer, assign, pledge, hypothecate or otherwise encumber any of the Deposited Shares to, or in favour of, a third party.

3.2

Legended Share Certificates


Exchangeco will cause each certificate representing Exchangeable Shares to bear an appropriate legend notifying the Voting Trust Beneficiaries of their right to instruct the Voting Trustee with respect to the exercise of the Voting Rights in respect of the Exchangeable Shares of the Voting Trust Beneficiaries.

ARTICLE 4 EXERCISE OF VOTING RIGHTS 4.1

Voting Rights

The Voting Trustee, as the holder of record of the Deposited Shares, shall be entitled to all of the Voting Rights, including the right to vote in person or by proxy the Deposited Shares on any matters, questions, proposals or propositions whatsoever that may properly come before the Voting Trust Beneficiaries of the Parent at a Parent Meeting or in connection with a Parent Consent. The Voting Rights shall be and remain vested in and exercised by the Voting Trustee. Subject to section 8.15:
(a)

the Voting Trustee shall exercise the Voting Rights only on the basis of instructions received pursuant to this ARTICLE 4 from Voting Trust Beneficiaries entitled to instruct the Voting Trustee as to the voting thereof at the time at which the Parent Meeting is held; and (b)

to the extent that no instructions are received from a Voting Trust Beneficiary with respect to the Voting Rights to which such Voting Trust Beneficiary is entitled, the Voting Trustee shall not exercise or permit the exercise of such Voting Rights.


- 8 -4.2

Number of Votes

With respect to all meetings of shareholders of the Parent at which holders of Parent Common Shares are entitled to vote (each, a " Parent Meeting" ) and with respect to all written consents sought by the Parent from its Voting Trust Beneficiaries (each, a " Parent Consent" ), each Voting Trust Beneficiary shall be entitled to instruct the Voting Trustee to cast and exercise one of the votes comprised in the Voting Rights for each Exchangeable Share owned of record by such Voting Trust Beneficiary on the record date established by the Parent or by applicable law for such Parent Meeting or Parent Consent, as the case may be (the " Voting Trust Beneficiary Votes" ), in respect of each matter, question, proposal or proposition to be voted on at such Parent Meeting or in connection with such Parent Consent. 4.3

Safekeeping of Certificates

The certificates representing the Deposited Shares shall at all times be held in safekeeping by the Voting Trustee or its agent. 4.4

Mailings to Voting Trust Beneficiaries of Exchangeable Shares

With respect to each Parent Meeting and Parent Consent, the Parent will mail or cause to be mailed (or otherwise communicate in the same manner as the Parent utilizes in communications to holders of Parent Common Shares) to each of the Voting Trust Beneficiaries named in the List (as defined below) on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced by the Parent to its stockholders:
(a)

a copy of such notice, together with any proxy or information statement and related materials to be provided to stockholders of the Parent; (b)

a statement that such Voting Trust Beneficiary is entitled to instruct the Voting Trustee as to the exercise of the Voting Trust Beneficiary Votes with respect to such Parent Meeting or Parent Consent, as the case may be, or pursuant to Section 4.9 , to attend such Parent Meeting and to exercise personally the Voting Trust Beneficiary Votes thereat as the proxy of the Voting Trustee; (c)

a statement as to the manner in which such instructions may be given to the Voting Trustee, including an express indication that instructions may be given to the Voting Trustee to give: (i)

a proxy to such Voting Trust Beneficiary or his designee to exercise personally the Voting Trust Beneficiary Votes; or


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a proxy to a designated agent or other representative of the management of the Parent to exercise such Voting Trust Beneficiary Votes;
(d)

a statement that if no such instructions are received from the Voting Trust Beneficiary, the Voting Trust Beneficiary Votes to which such Voting Trust Beneficiary is entitled will not be exercised; (e)

a form of direction whereby the Voting Trust Beneficiary may so direct and instruct the Voting Trustee as contemplated herein; and (f)

a statement of: (i) the time and date by which such instructions must be received by the Voting Trustee in order to be binding upon it, which in the case of a Parent Meeting shall not be earlier than the close of business on the second Business Day prior to such meeting; and (ii) the method for revoking or amending such instructions.


For the purpose of determining Voting Trust Beneficiary Votes to which a Voting Trust Beneficiary is entitled in respect of any Parent Meeting or Parent Consent, the number of Exchangeable Shares owned of record by the Voting Trust Beneficiary shall be determined at the close of business on the record date established by the Parent or by applicable law for purposes of determining stockholders entitled to vote at such Parent Meeting or to give written consent in connection with such Parent Consent.

4.5

Copies of Stockholder Information


The Parent will deliver to the Voting Trust Beneficiaries copies of all proxy materials (including notices of Parent Meetings), information statements, reports (including without limitation all interim and annual financial statements) and other written communications that are to be distributed from time to time to holders of Parent Common Shares.

4.6

Other Materials


Immediately after receipt by the Parent of any material sent or given generally to the holders of Parent Common Shares by or on behalf of a third party, including, without limitation, dissident proxy and information circulars (and related information and material) and tender and exchange offer circulars (and related information and material), the Parent shall use its best efforts to obtain and deliver copies thereof to each Voting Trust Beneficiary as soon as possible thereafter.


- 10 -4.7 List of Persons Entitled to Vote

Exchangeco shall (a) prior to each annual, general and special Parent Meeting or the seeking of any Parent Consent and (b) forthwith upon each request made at any time by the Voting Trustee or the Parent in writing, prepare or cause to be prepared a list (a " List" ) of the names and addresses of the Voting Trust Beneficiaries arranged in alphabetical order and showing the number of Exchangeable Shares held of record by each such Voting Trust Beneficiary, in each case at the close of business on the date specified by the Voting Trustee or the Parent in such request or, in the case of a List prepared in connection with a Parent Meeting or a Parent Consent, at the close of business on the record date established by the Parent or pursuant to applicable law for determining the holders of Parent Common Shares entitled to receive notice of and/or to vote at such Parent Meeting or to give consent in connection with such Parent Consent. Each such List shall be delivered to the Voting Trustee or the Parent promptly after receipt by Exchangeco of such request or the record date for such meeting or seeking of consent, as the case may be, and in any event within sufficient time as to enable the Parent to perform its obligations under this Agreement. The Parent agrees to give Exchangeco written notice (with a copy to the Voting Trustee) of the calling of any Parent Meeting or the seeking of any Parent Consent, together with the record dates therefore, sufficiently prior to the date of the calling of such meeting or seeking of such consent so as to enable Exchangeco to perform its obligations under this Section 4.7.

4.8

Entitlement to Direct Votes


Any Voting Trust Beneficiary named in a List prepared in connection with any Parent Meeting or Parent Consent will be entitled (a) to instruct the Voting Trustee in the manner described in Section 4.4 with respect to the exercise of the Voting Trust Beneficiary Votes to which such Voting Trust Beneficiary is entitled or (b) to attend such meeting and personally exercise thereat, as the proxy of the Voting Trustee, the Voting Trust Beneficiary Votes to which such Voting Trust Beneficiary is entitled. 4.9 Voting by Voting Trustee, and Attendance of Voting Trustee Representative at Meeting
(a)

In connection with each Parent Meeting and Parent Consent, the Voting Trustee shall exercise, either in person or by proxy, in accordance with the instructions received from a Voting Trust Beneficiary pursuant to Section 4.4, the Voting Trust Beneficiary Votes as to which such Voting Trust Beneficiary is entitled to direct the vote (or any lesser number thereof as may be set forth in the instructions); provided, however, that


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such written instructions are received by the Voting Trustee from the Voting Trust Beneficiary prior to the time and date fixed by the Voting Trustee for receipt of such instructions in the notice given by the Parent to the Voting Trust Beneficiary pursuant to Section 4.4; (b)

The Voting Trustee shall cause a representative who is empowered by it to sign and deliver, on behalf of the Voting Trustee, proxies for Voting Rights to attend each Parent Meeting. Upon submission by a Voting Trust Beneficiary (or its designee) of identification satisfactory to the Voting Trustee' s representative, and at the Voting Trust Beneficiary' s request, such representative shall sign and deliver to such Voting Trust Beneficiary (or its designee) a proxy to exercise personally the Voting Trust Beneficiary Votes as to which such Voting Trust Beneficiary is otherwise entitled hereunder to direct the vote, if such Voting Trust Beneficiary either (i) has not previously given the Voting Trustee instructions pursuant to Section 4.5 in respect of such meeting or (ii) submits to such representative written revocation of any such previous instructions. At such meeting, the Voting Trust Beneficiary exercising such Voting Trust Beneficiary Votes shall have the same rights as the Voting Trustee to speak at the meeting in favour of any matter, question, proposal or proposition, to vote by way of ballot at the meeting in respect of any matter, question, proposal or proposition, and to vote at such meeting by way of a show of hands in respect of any matter question or proposition.
4.10 Distribution of Written Materials


Any written materials to be distributed by the Parent to the Voting Trust Beneficiaries pursuant to this Agreement shall be delivered or sent by mail (or otherwise communicated in the same manner as the Parent utilizes in communications to holders of Parent Common Shares) to each Voting Trust Beneficiary at its address as shown on the books of Exchangeco. Exchangeco shall provide or cause to be provided to the Parent for this purpose, on a timely basis, and without charge or other expense a current List of the Voting Trust Beneficiaries.

4.11

Termination of Voting Rights


All of the rights of a Voting Trust Beneficiary with respect to the Voting Trust Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Voting Trust Beneficiary, including the right to instruct the Voting Trustee as to the voting of or to vote personally, such Voting Trust Beneficiary Votes, shall be deemed to be surrendered by the Voting Trust Beneficiary and such Voting Trust Beneficiary Votes and the Voting Rights represented thereby shall cease


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immediately upon the delivery by such holder to the Voting Trustee of the certificates representing such Exchangeable Shares in connection with the exercise by the Voting Trust Beneficiary of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in ARTICLE 5 (unless, in either case, the Parent shall not have delivered the requisite Parent Common Shares issuable in exchange therefore to the Voting Trustee for delivery to the Voting Trust Beneficiaries), or upon the redemption of Exchangeable Shares pursuant to sections III 5 or III 6 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of Exchangeco pursuant to section III 2 of the Exchangeable Share Provisions.

ARTICLE 5 INSOLVENCY EXCHANGE RIGHT AND AUTOMATIC EXCHANGE 5.1

Grant and Ownership of the Insolvency Exchange Right

The Parent hereby grants to the Voting Trustee as trustee for and on behalf of, and for the use and benefit of, the Voting Trust Beneficiaries the right (the " Insolvency Exchange Right" ), upon the occurrence and during the continuance of an Insolvency Event, to require the Parent to purchase from each or any Voting Trust Beneficiary all or any part of the Exchangeable Shares held by the Voting Trust Beneficiary and the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. The Parent hereby acknowledges receipt from the Voting Trustee as trustee for and on behalf of the Voting Trust Beneficiaries of valuable consideration (and the adequacy thereof) for the grant of the Insolvency Exchange Right and the Automatic Exchange Rights by the Parent to the Voting Trustee. During the term of the Voting Trust and subject to the terms and conditions of this Agreement, the Voting Trustee shall possess and be vested with full legal ownership of the Insolvency Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Insolvency Exchange Right and the Automatic Exchange Rights, provided that the Voting Trustee shall: (a)

hold the Insolvency Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Voting Trust Beneficiaries in accordance with the provisions of this Agreement; and (b)

except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Insolvency Exchange Right or the Automatic Exchange Rights, and the Voting Trustee shall not exercise any such rights for any purpose other than the purposes for


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which the Voting Trust is created pursuant to this Agreement and shall not assign or transfer such rights except to a successor trustee hereunder.5.2

Legended Share Certificates

Exchangeco will cause each certificate representing Exchangeable Shares to bear appropriate legends notifying the Voting Trust Beneficiaries of: (a)

their right to instruct the Voting Trustee with respect to the exercise of the Exchange right in respect of the Exchangeable Shares held by a Voting Trust Beneficiary; and (b)

the Automatic Exchange Rights.
5.3

General Exercise of Insolvency Exchange Right

The Insolvency Exchange Right and the Automatic Exchange Rights shall be and remain vested in and exercisable by the Voting Trustee. Subject to section 8.15, the Voting Trustee shall exercise the Insolvency Exchange Right only on the basis of instructions received pursuant to this ARTICLE 5 from Voting Trust Beneficiaries entitled to instruct the Voting Trustee as to the exercise thereof. To the extent that no instructions are received from a Voting Trust Beneficiary with respect to the Insolvency Exchange Right, the Voting Trustee shall not exercise or permit the exercise of the Insolvency Exchange Right. 5.4

Purchase Price.

The purchase price payable by the Parent for each Exchangeable Share to be purchased by the Parent under the Insolvency Exchange Right shall be an amount per share equal to (a) the Current Market Price of a Parent Common Share on the last Business Day prior to the day of closing of the purchase and sale of such Exchangeable Share under the Insolvency Exchange Right, which shall be satisfied in full by the Parent causing to be sent to such holder one Parent Comm ...