ICP Solar Technologies, Inc.: Exhibit 10.8 - Prepared by TNT Filings Inc.




  




Exhibit 10.8

INTELLECTUAL PROPERTY SECURITY AGREEMENT 

          This
INTELLECTUAL PROPERTY SECURITY AGREEMENT ("Agreement") is made this
13th day of June, 2008 by and between ICP Solar
Technologies, Inc., a Nevada corporation, having its principal office at 7075
Place Robert-Joncas, Unit 131, Montreal H4M272, Phone: 514-270-5770, Fax: (514)
270-3677, (“Grantor”), BridgePointe Master Fund Ltd., a Cayman Islands Exempted
Company, having its principal office at 1120 Sanctuary Parkway, Suite 325,
Alpharetta, GA 30004, Gemini Master Fund, Ltd., a Cayman Islands Company, 135
Liverpool Drive, Suite C, Cardiff, CA 92007 and Platinum Long Term Growth VI,
LLC, 152 West 57th Street, 4th Floor, New York, NY 10019
(each a “Grantee,” and collectively the “Grantees”). 

          WHEREAS,
Grantor is the owner of the U.S. patents and patent applications listed on the
attached Schedule A (collectively the “Patents”); and the U.S. trademarks
listed on the attached Schedule A (collectively, the “Trademarks”);

          WHEREAS,
Grantees have extended a loan to Grantor pursuant to the terms and conditions of
that certain Securities Purchase Agreement dated on or about June 13, 2008
(“Purchase Agreement”) and associated 11% Senior Secured Convertible Debentures
Due June 13, 2010 and issued on or about June 13, 2008 (“Notes”) made by Grantor
in favor of Grantee; 

          WHEREAS,
under a Security Agreement also dated on or about June 13, 2008 (“Security
Agreement”) between Grantor and Grantees, Grantor has granted to Grantees a
security interest in certain of its assets (including the Patents and the
Trademarks) to secure the performance of the obligations of Grantor under the
Debenture; and 

          WHEREAS,
Grantor and Grantees by this instrument seek to memorialize and to make a record
of the grant of a security interest in the Patents and the Trademarks. 

          NOW,
THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Grantor does hereby acknowledge that it has
granted to Grantee under the Security Agreement a security interest in all of
Grantor's right, title and interest in, to, and under the Patents and the
Trademarks. Grantor also acknowledges and confirms that the rights and remedies
of Grantee with respect to the security interests in the Patents and the
Trademarks granted hereby are more fully set forth in the Purchase Agreement,
the Notes and the Security Agreement, the terms and provisions of which are
incorporated herein by reference. 

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	BRIDGEPOINTE MASTER FUND LTD. 	GEMINI MASTER FUND, LTD. 
	 	  
	 	  
	 	  
	By:____________________________ 	By:____________________________ 
	Name: Eric S. Swartz 	Name: Steven W. Winters 
	Title: Director 	Title: President 
	 	  
	PLATINUM LONG TERM GROWTH VI, LLC 	  
	 	  
	 	  
	 	  
	By:____________________________ 	  
	Name: Mark Nordlicht 	  
	Title: Managing Member 	  



ICP Solar Technologies, Inc. 

By:____________________________
Name: 
Title: 

STATE OF __________  )

                                             
) SS: 
COUNTY
OF                      
) 

Subscribed and sworn to this 13th day
of June, 2008 

 

Notary Public 
My Commission Expires:
_____________________


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SCHEDULE A 

U.S. Patentsand U.S. Patent Applications


  	Country 

        	Type 

        Patent 	App. No. 

        	Title 

        	ICP Status 

        	Status Note (NOP) 

        
	US 	P 	10 / 710,077 	Modular
        Cable System for 

        Solar Power Sources	U.S.
        Utility Patent Application Serial No.: 10/710,077 June 17, 2004 Based
        on
     Application
        No: 60/479,050 Filed: 6/17/2003	POA
        pending. Certificate required 37 CFR 3.73(b) not been received. Old assignment was sent for record.
        Not yet recorded in USPTO.
	US 	P 	10 / 895,956 	Modular
        Cable System for 

        Solar Powered Sources	  	POA
        pending. Certificate required 37 CFR3.73(b) not been received. OA issued
        on March 3, 2006, due in 6 months.
	US 	P 	 10/985,870o:

          (based
          on 60/578,555)
	Solar
        Powered Ventilator	Filed 	   POA pending (?).
        
	US 	P 	 10/985,871

        (based
        on 60/489,085)	
      Support
        Structure for Mounting a Solar Panel	 
      Foreign Application Deadline Claiming
        priority is July 22, 2004	   POA pending (?) 
	US 	P 	10/ 896/755 	Support
        Structure for 

        Mounting a Solar Panel	  	   POA pending (?) 
	US 	P 	11/ 298,663 	Solar
        Powered Battery Charger with Voltage Regulation Circuit Apparatus	  	 Failed
        to file missing part(executed declaration) by25-Mar-06 Extension up to
        5 months (August 25, 2006)
	US
        	P
        	 
      	Hybrid
        Portable Solar 	 
      	 Cancelled 




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	 US 
    	 P 	TBD
      	 
    	 	Corresponding
      filing in US, based on Cdn Pat. App No. 2,500,451.
	US 	P 	7/202,351 (now issued No. 4,899,645) 	SOLAR
      POWERED VENTILATOR 	Issued
      Main Fees Paid – patent expires June 3, 2008 	 
	US 	P 	09/987,936 	MODULAR
      SOLAR 
BATTERY CHARGER	Issued
      – Nov 18, 2003 (Main Fee Nov 
20, 2006)	 
	US 	P 	60/489,084 	SOLAR
      PANEL HAVING VISUAL
      INDICATOR	Pending
      Foreign application deadline claiming priority is July 22, 2004
      	 
	US 	P 	60/532,796 	MODULAR
      FLEXIBLE 
SOLAR CELL SYSTEM INEGRATABLE TO 
TEXTILE	Filed
      Provisional Application Filed on Dec 2403 (1 year deadline to
      file  application)
      	 
	US 	P 	60/447,654 	Packaging
      for a solar panel 	Pending 	 



U.S. Trademarks


	Country 	Type
    	App.
      No. 	Title
    
	  	TM
      (TM) or Tradename (T) Design (D) 	 
    	 
    
	US 	T 	78/346,970 	ICP SOLAR TECHNOLOGIES & Design (black
      & white) 
	US 	T
	78/346,970 	ICP
      SOLAR TECHNOLOGIES & Design 
	US 	TM
    	78/109,115 	PERPETUAL POWER PACK 
	US 	TM
    	78/377,570 	SUNSAVER 
	US 	TM
    	76/467,624 	ICP
      GLOBAL TECHNOLOGIES & Design 
	US 	TM 	78/346,960 	ICP SOLAR TECHNOLOGIES & Design colour)
  



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	US 	TM
    	 	SOLARVENT 
	US 	TM
    	78/346,476 	BATTERYSAVER SE 
	US 	TM
    	78/331,020 	AUTOVENT 
	US 	TM
    	76/484,235 	BATTERYSAVER FLEX 
	US 	TM
    	78/359,160 	BATTERYSAVER PLUS 
	US 	TM
    	76/448,811 	TRACTORSAVER 
	US 	TM 	78/109,085(Now 2,839,191) 	BATTPAK 
	US 	TM 	76/039,122(Now 2,709,752) 	SolarPRO plug'n'play (stylized) 
	US 	TM 	76/140,194 (Now 2,606,788) 	iSUN (Stylized) 
	US 	TM 	76/140,193 (Now 2,575,542) 	LET OUR POWER GIVE YOU FREEDOM (Stylized)

	US 	TM 	76/255,870 (Now 2,626,915) 	POCKETPV 
	US 	TM 	78/147,527 (Now 2,835,615) 	THE MOST VERSATILE BATTERY CHARGER IN THE
      UNIVERSE 
	US 	TM 	76/255,869 (Now 2,634,557) 	SOLAR BOOSTER 
	US 	TM
    	78/109,102 	3P
  
	US 	TM
    	2,839,171 	BATTPAK 
	US 	TM
    	2,137,576 	NEVERMISS 
	US 	D 	29/ 165,690(now D476,950) 	 
	US 	D 	29/165,689(Now D479,191) 	BRIEFCASE SOLAR POWER GENERATOR




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