Share Pledge Agreement Dated May 16, 2006 Among FC, Sass Peress, Peress Family Trust, Arlene Ades And Joel Cohen

SHARE PLEDGE AGREEMENT

This Agreement dated as of the 16 day of May, 2006.

MADE BY:

SASS PERESS and PERESS FAMILY TRUST of
287 Kindersley Avenue Montreal, Quebec H3R 1R6

ARLENE ADES of
6586 Mackle Rd., Cote St. Luc, Quebec H4W 3J9

JOEL COHEN of
2800 Cote Vertu, Montreal, Quebec H4R 2M5

(collectively the "Pledgors")

OF THE FIRST PART

TO AND IN FAVOUR OF:

FC FINANCIAL SERVICES INC. , of
110 Jardin Drive Suite 13-14 Concord, ON L4K 2T7

(the "Creditor")

OF THE SECOND PART

WHEREAS: A.

ICP Solar Technologies Inc. (" ICP" ) and the Creditor have entered into a loan agreement dated the 16th day of May, 2006 (the "Loan Agreement"); B.

The Pledgors have guaranteed the obligations of ICP under the Loan Agreement pursuant to a limited recourse guarantee dated May 16, 2006 ( The " Guarantee" ), with the recourse of the Lender thereunder being limited to the shares pledged by the Pledgors under this Share Pledge Agreement as security for the obligations of the Pledgors under the Guarantee

NOW THEREFORE, in consideration of the foregoing premises, the sum of $10.00 in lawful money of Canada now paid by the Creditor to the Pledgors and other good and valuable consideration delivered by the Creditor to the Pledgors, the receipt and sufficiency of which is hereby acknowledged by the Pledgors, the Pledgors hereby agree as follows:1. Definitions 1.1 In this Agreement, the following terms shall have the meanings set forth below: (a)

" Guarantee" means the guarantee made by the Pledgors in favour of the Creditor dated the date hereof; (b)

"Loan" means the loan advanced pursuant to the Loan Agreement;

(c)

"Obligations" means all obligations and indebtedness owed from time to time by the Pledgors to the Creditor pursuant to the Guarantee;

(d)

"Pledged Shares" means the following securities:

3,064,291 common shares of ICP represented by the following certificates:Certificate No.Number of Shares A-85150A-7531A-6319B-34000E-13,054,2912. Share Pledge 2.1 The Pledgors do hereby assign, mortgage, charge, hypothecate, and pledge to the Creditor the Pledged Shares and hereby deposit with the Creditor' s solicitors, Northwest Law Group any and all present and after acquired security certificates evidencing such Pledged Shares duly endorsed for transfer.2.2 The Pledged Shares shall include any substitutions therefor, additions thereto or proceeds thereof, arising out of any consolidation, subdivision, reclassification, stock dividend, or similar increase or decrease in or alteration of the capital of the issuer of the Pledged Shares (the "Issuer").2.3 If at any time any further or other securities or shares shall be deposited by the Pledgors with the Creditor or its nominee in substitution for or in addition to the Pledged Shares, such securities shall thereupon be deemed to be a part of the Pledged Shares for the purposes of this Share Pledge Agreement and shall forthwith become subject to all the terms hereof and the warranties contained herein.2.4 If the Pledgors acquire any certificates evidencing the Pledged Shares not already delivered to the Creditor after the date hereof, the Pledgors will, forthwith upon receipt by the Pledgors, deliver to the Creditor such certificates and shall, at the request of the Creditor: (a)

duly endorse the certificate(s) for transfer in blank, or (b)

duly endorse the certificate(s) for transfer in blank, signature guaranteed.2.5 The Pledgors hereby covenant that they will pay or discharge to the Creditor all of the Pledgors' obligations under the Guarantee.3. Obligations Secured 3.1 The assignments, mortgages, charges, hypothecation and pledges granted hereby (collectively, the "Pledge") shall, until discharged, secure payment to the Creditor of the Obligations.

2 4. Attachments 4.1 The Pledgors and the Creditor hereby acknowledge that: (a)

value has been given; (b)

the Pledgors have rights in the Pledged Shares; and (c)

they have not agreed to postpone the time of attachment of the Pledge.5. Creditor's Care and Custody of Pledged Shares 5.1 The Creditor or its nominee shall not be bound to collect, dispose of, realize, protect or enforce any of the Pledgors' right, title and interest in and to the Pledged Shares, to institute proceedings for the purpose therefor or to take any steps necessary to preserve rights against any other parties in respect thereof.5.2 The Creditor or its nominee need not see to the collection of dividends on or exercise any option or right in connection with the Pledged Shares and need not protect or preserve them from any loss of value and is hereby released from all responsibility for loss of value.6. Covenants of the Pledgors 6.1 The Pledgors shall not, without the prior written consent of the Creditor, sell, exchange, release or abandon or otherwise dispose of, absolutely or by way of security, any of its right, title or interest in and to the Pledged Shares.6.2 The Pledgors shall promptly furnish to the Creditor on request such information in respect of the Pledged Shares as the Creditor may from time to time require and shall promptly notify the Creditor of the occurrence of any event or circumstance which can be reasonably be foreseen and is likely to cause or constitute a breach of the warranties, undertakings and agreements contained herein.7. Rights of the Pledgors 7.1 Until the Pledge has become enforceable, the Pledgors shall be entitled to vote the Pledged Shares and to receive all cash dividends in respect thereof. In order to allow the Pledgors to vote the Pledged Shares, the Creditor hereby appoints the Pledgors as its true and lawful attorney for purposes ...