ICP Solar Technologies, Inc.: Exhibit 10.2 - Prepared by TNT Filings Inc.




  




Exhibit 10.2

SUBSIDIARY GUARANTEE 

     SUBSIDIARY GUARANTEE, dated as of
June 13, 2008 (this “Guarantee”), made by each of the signatories hereto
(together with any other entity that may become a party hereto as provided
herein, the “Guarantors”), in favor of the purchasers signatory (the
“Purchasers” or the “Secured Parties”) to that certain Securities
Purchase Agreement, dated as of the date hereof, between ICP Solar Technologies,
Inc., a Nevada corporation (the “Company”) and the Purchasers.

W I T N E S S E T H: 

     WHEREAS, pursuant to that certain
Securities Purchase Agreement, dated as of the date hereof, by and between the
Company and the Purchasers (the “Purchase Agreement”), the Company
has agreed to sell and issue to the Purchasers, and the Purchasers have agreed
to purchase from the Company the Company’s 11% Senior Secured Convertible
Debentures, due June 13, 2010, and issued on or about June 13, 2008 in the
original aggregate principal amount of up to $3,333,333 (the
“Debentures”), subject to the terms and conditions set forth therein; and


     WHEREAS, each Guarantor will
directly benefit from the extension of credit to the Company represented by the
issuance of the Debentures; and

     NOW, THEREFORE, in consideration
of the premises and to induce the Purchasers to enter into the Purchase
Agreement and to carry out the transactions contemplated thereby, each Guarantor
hereby agrees with the Purchasers as follows: 

     1.      Definitions.
Unless otherwise defined herein, terms defined in the Purchase Agreement and
used herein shall have the meanings given to them in the Purchase Agreement. The
words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import
when used in this Guarantee shall refer to this Guarantee as a whole and not to
any particular provision of this Guarantee, and Section and Schedule references
are to this Guarantee unless otherwise specified. The meanings given to terms
defined herein shall be equally applicable to both the singular and plural forms
of such terms. The following terms shall have the following meanings: 

      “Debtors” means the
Company and any Guarantor. 

     “Guarantee” means this
Subsidiary Guarantee, as the same may be amended, supplemented or otherwise
modified from time to time. 

     “Obligations” means, in
addition to all other costs and expenses of collection incurred by Purchasers in
enforcing any of such Obligations and/or this Guarantee, all of the liabilities
and obligations (primary, secondary, direct, contingent, sole, joint or several)
due or to become due, or that are now or may be 

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hereafter contracted or acquired, or
owing to, of any Debtor to the Secured Parties, including, without limitation,
all obligations under this Agreement, the Debentures, this Guarantee and any
other instruments, agreements or other documents executed and/or delivered in
connection herewith or therewith, in each case, whether now or hereafter
existing, voluntary or involuntary, direct or indirect, absolute or contingent,
liquidated or unliquidated, whether or not jointly owed with others, and whether
or not from time to time decreased or extinguished and later increased, created
or incurred, and all or any portion of such obligations or liabilities that are
paid, to the extent all or any part of such payment is avoided or recovered
directly or indirectly from any of the Secured Parties as a preference,
fraudulent transfer or otherwise as such obligations may be amended,
supplemented, converted, extended or modified from time to time. Without
limiting the generality of the foregoing, the term “Obligations” shall include,
without limitation: (i) principal of, and interest on the Debentures and the
loans extended pursuant thereto; (ii) any and all other fees, indemnities,
costs, obligations and liabilities of the Debtors from time to time under or in
connection with this Agreement, the Debentures, the Guarantee, the other
Transaction Documents and any other instruments, agreements or other documents
executed and/or delivered in connection herewith or therewith; and (iii) all
amounts (including but not limited to post-petition interest) in respect of the
foregoing that would be payable but for the fact that the obligations to pay
such amounts are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving any Debtor.

          “Transaction
Documents” shall have the meaning ascribed to it in the Purchase Agreement. 

          2.      Guarantee.


(a)     
Guarantee. 

          (i)      The
Guarantors hereby, jointly and severally, unconditionally and irrevocably,
guarantee to each Purchaser and each of their respective successors, indorsees,
transferees and assigns, the prompt and complete payment and performance by the
Company when due (whether at the stated maturity, by acceleration or otherwise)
of the Obligations.

          (ii)      Anything
herein or in any other Transaction Document to the contrary notwithstanding, the
maximum liability of each Guarantor hereunder and under the other Transaction
Documents shall in no event exceed the amount which can be guaranteed by such
Guarantor under applicable federal and state laws, including laws relating to
the insolvency of debtors, fraudulent conveyance or transfer or laws affecting
the rights of creditors generally (after giving effect to the right of
contribution established in Section 2(b)).

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          (iii)     
Each Guarantor agrees that the Obligations may at any time and from time to time
exceed the amount of the liability of such Guarantor hereunder without impairing
the guarantee contained in this Section 2 or affecting the rights and remedies
of the Purchasers hereunder. 

          (iv)     
The guarantee contained in this Section 2 shall remain in full force and effect
until all the Obligations and the obligations of each Guarantor under the
guarantee contained in this Section 2 shall have been satisfied by payment in
full.

          (v)      No
payment made by the Company, any of the Guarantors, any other guarantor or any
other Person or received or collected by the Purchasers from the Company, any of
the Guarantors, any other guarantor or any other Person by virtue of any action
or proceeding or any set-off or appropriation or application at any time or from
time to time in reduction of or in payment of the Obligations shall be deemed to
modify, reduce, release or otherwise affect the liability of any Guarantor
hereunder which shall, notwithstanding any such payment (other than any payment
made by such Guarantor in respect of the Obligations or any payment received or
collected from such Guarantor in respect of the Obligations), remain liable for
the Obligations up to the maximum liability of such Guarantor hereunder until
the Obligations are paid in full. 

          (vi)      Notwithstanding
anything to the contrary in this Agreement, with respect to any defaulted
non-monetary Obligations the specific performance of which by the Guarantors is
not reasonably possible (e.g. the issuance of the Company's Common Stock), the
Guarantors shall only be liable for making the Purchasers whole on a monetary
basis for the Company's failure to perform such Obligations in accordance with
the Transaction Documents.

          (b)     
Right of Contribution. Each Guarantor hereby agrees that to the extent
that a Guarantor shall have paid more than its proportionate share of any
payment made hereunder, such Guarantor shall be entitled to seek and receive
contribution from and against any other Guarantor hereunder which has not paid
its proportionate share of such payment. Each Guarantor's right of contribution
shall be subject to the terms and conditions of Section 2(c). The provisions of
this Section 2(b) shall in no respect limit the obligations and liabilities of
any Guarantor to any Purchaser, and each Guarantor shall remain liable to each
Purchaser for the full amount guaranteed by such Guarantor hereunder. 

          (c)     
No Subrogation. Notwithstanding any payment made by any Guarantor
hereunder or any set-off or application of funds of any Guarantor by any
Purchaser, no Guarantor shall be entitled to be subrogated to any of the rights
of any Purchaser against the Company or any other Guarantor or any collateral


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security or guarantee or right of
offset held by any Purchaser for the payment of the Obligations, nor shall any
Guarantor seek or be entitled to seek any contribution or reimbursement from the
Company or any other Guarantor in respect of payments made by such Guarantor
hereunder, until all amounts owing to the Purchasers by the Company on account
of the Obligations are paid in full. If any amount shall be paid to any
Guarantor on account of such subrogation rights at any time when all of the
Obligations shall not have been paid in full, such amount shall be held by such
Guarantor in trust for the Purchasers, segregated from other funds of such
Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over
to the Purchasers in the exact form received by such Guarantor (duly indorsed by
such Guarantor to the Purchasers, if required), to be applied against the
Obligations, whether matured or unmatured, in such order as the Purchasers may
determine. 

          (d)      Amendments,
Etc. With Respect to the Obligations. Each Guarantor shall remain obligated
hereunder notwithstanding that, without any reservation of rights against any
Guarantor and without notice to or further assent by any Guarantor, any demand
for payment of any of the Obligations made by the Purchasers may be rescinded by
the Purchasers and any of the Obligations continued, and the Obligations, or the
liability of any other Person upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the Purchasers, and
the Purchase Agreement and the other Transaction Documents and any other
documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as the Purchasers may
deem advisable from time to time, and any collateral security, guarantee or
right of offset at any time held by the Purchasers for the payment of the
Obligations may be sold, exchanged, waived, surrendered or released. No
Purchaser shall have any obligation to protect, secure, perfect or insure any
Lien at any time held by them as security for the Obligations or for the
guarantee contained in this Section 2 or any property subject thereto.

        (e)     
Guarantee Absolute and Unconditional. Each Guarantor waives any and all
notice of the creation, renewal, extension or accrual of any of the Obligations
and notice of or proof of reliance by any Purchasers upon the guarantee
contained in this Section 2 or acceptance of the guarantee contained in this
Section 2; the Obligations, and any of them, shall conclusively be deemed to
have been created, contracted or incurred, or renewed, extended, amended or
waived, in reliance upon the guarantee contained in this Section 2; and all
dealings between the Company and any of the Guarantors, on the one hand, and the
Purchasers, on the other hand, likewise shall be conclusively presumed to have
been had or consummated in reliance upon the guarantee contained in this Section
2. Each Guarantor waives to the extent permitted by law diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the
Company or any of the Guarantors with respect to the Obligations. 

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Each Guarantor understands and agrees
that the guarantee contained in this Section 2 shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard to
(a) the validity or enforceability of the Purchase Agreement or any other
Transaction Document, any of the Obligations or any other collateral security
therefor or guarantee or right of offset with respect thereto at any time or
from time to time held by the Purchasers, (b) any defense, set-off or
counterclaim (other than a defense of payment or performance or fraud or
misconduct by any Purchasers) which may at any time be available to or be
asserted by the Company or any other Person against any Purchasers, or (c) any
other circumstance whatsoever (with or without notice to or knowledge of the
Company or such Guarantor) which constitutes, or might be construed to
constitute, an equitable or legal discharge of the Company for the Obligations,
or of such Guarantor under the guarantee contained in this Section 2, in
bankruptcy or in any other instance. When making any demand hereunder or
otherwise pursuing its rights and remedies hereunder against any Guarantor, a
Purchasers may, but shall be under no obligation to, make a similar demand on or
otherwise pursue such rights and remedies as they may have against the Company,
any other Guarantor or any other Person or against any collateral security or
guarantee for the Obligations or any right of offset with respect thereto, and
any failure by such Purchaser to make any such demand, to pursue such other
rights or remedies or to collect any payments from the Company, any other
Guarantor or any other Person or to realize upon any such collateral security or
guarantee or to exercise any such right of offset, or any release of the
Company, any other Guarantor or any other Person or any such collateral
security, guarantee or right of offset, shall not relieve any Guarantor of any
obligation or liability hereunder, and shall not impair or affect the rights and
remedies, whether express, implied or available as a matter of law, of the
Purchasers against any Guarantor. For the purposes hereof, “demand” shall
include the commencement and continuance of any legal proceedings. 

          (f)      Reinstatement.
The guarantee contained in this Section 2 shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Obligations is rescinded or must otherwise be restored or returned by
the Purchasers upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Company or any Guarantor, or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the Company or any Guarantor or any substantial part of its
property, or otherwise, all as though such payments had not been made. 

          (g)     
Payments. Each Guarantor hereby guarantees that payments hereunder will
be paid to the Purchasers without set-off or counterclaim in U.S. dollars at the
address set forth or referred to in the Purchase Agreement. 

          3.      Representations
and Warranties. Each Guarantor hereby makes the following representations
and warranties to Purchasers as of the date hereof: 

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          (a)      Organization
and Qualification. The Guarantor is a corporation, duly incorporated,
validly existing and in good standing under the laws of the applicable
jurisdiction set forth on Schedule 1, with the requisite corporate power and
authority to own and use its properties and assets and to carry on its business
as currently conducted. The Guarantor has no subsidiaries other than those
identified as such on the Disclosure Schedules to the Purchase Agreement. The
Guarantor is duly qualified to do business and is in good standing as a foreign
corporation in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the
failure to be so qualified or in good standing, as the case may be, could not,
individually or in the aggregate, (x) adversely affect the legality, validity or
enforceability of any of this Guarantee in any material respect, (y) have a
material adverse effect on the results of operations, assets, prospects, or
financial condition of the Guarantor or (z) adversely impair in any material
respect the Guarantor's ability to perform fully on a timely basis its
obligations under this Guarantee (a “Material Adverse Effect”).


          (b)      Authorization;
Enforcement. The Guarantor has the requisite corporate power and authority
to enter into and to consummate the transactions contemplated by this Guarantee,
and otherwise to carry out its obligations hereunder. The execution and delivery
of this Guarantee by the Guarantor and the consummation by it of the
transactions contemplated hereby have been duly authorized by all requisite
corporate action on the part of the Guarantor. This Guarantee has been duly
executed and delivered by the Guarantor and constitutes the valid and binding
obligation of the Guarantor enforceable against the Guarantor in accordance with
its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws
relating to, or affecting generally the enforcement of, creditors' rights and
remedies or by other equitable principles of general application. 

          (c)      No
Conflicts. The execution, delivery and performance of this Guarantee by the
Guarantor and the consummation by the Guarantor of the transactions contemplated
thereby do not and will not (i) conflict with or violate any provision of its
Certificate of Incorporation or By-Laws or (ii) conflict with, constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which
the Guarantor is a party, or (iii) result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other restriction of any
court or governmental authority to which the Guarantor is subject (including
Federal and state securities laws and regulations), or by which any material
property or asset of the Guarantor is bound or affected, except in the case of
each of clauses (ii) and (iii), such conflicts, defaults, terminations,
amendments, accelerations, cancellations and violations as could not,
individually or in the aggregate, have or 

6




result in a Material Adverse Effect.
The business of the Guarantor is not being conducted in violation of any law,
ordinance or regulation of any governmental authority, except for violations
which, individually or in the aggregate, do not have a Material Adverse Effect.


          (d)      Consents
and Approvals. The Guarantor is not required to obtain any consent, waiver,
authorization or order of, or make any filing or registration with, any court or
other federal, state, local, foreign or other governmental authority or other
person in connection with the execution, delivery and performance by the
Guarantor of this Guarantee. 

          (e)     
Purchase Agreement. The representations and warranties of the Company set
forth in the Purchase Agreement as they relate to such Guarantor, each of which
is hereby incorporated herein by reference, are true and correct as of each time
such representations are deemed to be made pursuant to such Purchase Agreement,
and the Purchasers shall be entitled to rely on each of them as if they were
fully set forth herein, provided that each reference in each such representation
and warranty as they relate to such Guarantor to the Company's knowledge shall,
for the purposes of this Section 3, be deemed to be a reference to such
Guarantor's knowledge.

          (f)     
Foreign Law. Each Guarantor has consulted with appropriate foreign legal
counsel with respect to any of the above representations for which non-U.S. law
is applicable. Such foreign counsel have advised each applicable Guarantor that
such counsel knows of no reason why any of the above representations would not
be true and accurate. Such foreign counsel were provided with copies of this
Subsidiary Guarantee and the Transaction Documents prior to rendering their
advice.

          4.      Covenants.

          (a)     
Each Guarantor covenants and agrees with the Purchasers that, from and after the
date of this Guarantee until the Obligations shall have been paid in full, such
Guarantor shall take, and/or shall refrain from taking, as the case may be, each
commercially reasonable action that is necessary to be taken or not taken, as
the case may be, so that no Event of Default is caused by the failure to take
such action or to refrain from taking such action by such Guarantor.

          (b)     
So long as any of the Obligations are outstanding, unless Purchasers holding at
least 75% of the aggregate principal amount of the then outstanding Debentures
shall otherwise consent in writing, each Guarantor will not directly or
indirectly on or after the date of this Guarantee: 

          i.      except
with respect to Permitted Indebtedness, enter into, create, incur, assume or
suffer to exist any indebtedness for borrowed money of any kind, including but
not limited to, a guarantee, on or with 

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respect to any of its property or
assets now owned or hereafter acquired or any interest therein or any income or
profits therefrom; 

          ii.      except
with respect to Permitted Liens, enter into, create, incur, assume or suffer to
exist any liens of any kind, on or with respect to any of its property or assets
now owned or hereafter acquired or any interest therein or any income or profits
therefrom; 

          iii.      amend
its certificate of incorporation, bylaws or other charter documents so as to
adversely affect any rights of the Holder hereunder; 

          iv.      repay,
repurchase or offer to repay, repurchase or otherwise acquire more than a de
minimis number of shares of its securities or debt obligations;

          v.      pay
cash dividends on any equity securities of the Company; 

          vi.      enter
into any transaction with any Affiliate of the Guarantor which would be required
to be disclosed in any public filing of the Company with the Commission, unless
such transaction is made on an arm’s-length basis and expressly approved by a
majority of the disinterested directors of the Company (even if less than a
quorum otherwise required for board approval); or 

          vii.      enter
into any agreement with respect to any of the foregoing. 

          5.      Miscellaneous.


          (a)      Amendments
in Writing. None of the terms or provisions of this Guarantee may be waived,
amended, supplemented or otherwise modified except in writing signed by the
Required Holders (as defined in the Debenture) and the Guarantor. 

          (b)      Notices.
All notices, requests and demands to or upon the Purchasers or any Guarantor
hereunder shall be effected in the manner provided for in the Purchase
Agreement, provided that any such notice, request or demand to or upon any
Guarantor shall be addressed to such Guarantor at its notice address set forth
on Schedule 5(b). 

          (c)     
No Waiver By Course Of Conduct; Cumulative Remedies. The Purchasers shall
not by any act (except by a written instrument pursuant to Section 5(a)), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any default under the 

8




Transaction Documents or Event of
Default. No failure to exercise, nor any delay in exercising, on the part of the
Purchasers, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Purchasers of any right
or remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Purchasers would otherwise have on any future
occasion. The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law. 

          (d)     
Enforcement Expenses; Indemnification. 

          (i)     
Each Guarantor agrees to pay, or reimburse the Purchasers for all their
respective costs and expenses incurred in collecting against such Guarantor
under the guarantee contained in Section 2 or otherwise enforcing or preserving
any rights under this Guarantee and the other Transaction Documents to which
such Guarantor is a party, including, without limitation, the reasonable fees
and disbursements of counsel to the Purchasers. 

          (ii)      Each
Guarantor agrees to pay, and to save the Purchasers harmless from, any and all
liabilities with respect to, or resulting from any delay in paying, any and all
stamp, excise, sales or other taxes which may be payable or determined to be
payable in connection with any of the transactions contemplated by this
Guarantee. 

          (iii)      Each
Guarantor agrees to pay, and to save the Purchasers harmless from, any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this
Guarantee to the extent the Company would be required to do so pursuant to the
Purchase Agreement. 

          (iv)     
The agreements in this Section shall survive repayment of the Obligations and
all other amounts payable under the Purchase Agreement and the other Transaction
Documents.

     (e)     
Successor and Assigns. This Guarantee shall be binding upon the
successors and assigns of each Guarantor and shall inure to the benefit of each
Purchaser and each of their respective successors and assigns; provided that no
Guarantor may assign, transfer or delegate any of its rights or obligations
under this Guarantee without the prior written consent of the Purchasers. 

9




          (f)      Set-Off.
Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from
time to time while an Event of Default under any of the Transaction Documents
shall have occurred and be continuing, without notice to such Guarantor or any
other Guarantor, any such notice being expressly waived by each Guarantor, to
set-off and appropriate and apply any and all deposits, credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by any Purchasers to
or for the credit or the account of such Guarantor, or any part thereof in such
amounts as such Purchaser may elect, against and on account of the obligations
and liabilities of such Guarantor to such Purchasers hereunder and claims of
every nature and description of such Purchaser against such Guarantor, in any
currency, whether arising hereunder, under the Purchase Agreement, any other
Transaction Document or otherwise, as the Purchaser may elect, whether or not
such Purchaser have made any demand for payment and although such obligations,
liabilities and claims may be contingent or unmatured. A Purchaser shall notify
such Guarantor promptly of any such set-off and the application made by such
Purchaser of the proceeds thereof, provided that the failure to give such notice
shall not affect the validity of such set-off and application. The rights of the
Purchasers under this Section are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which any Purchaser may
have. 

          (g)     
Counterparts. This Guarantee may be executed by one or more of the
parties to this Guarantee on any number of separate counterparts (including by
telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.

          (h)      Severability.
Any provision of this Guarantee which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

          (i)      Section
Headings. The Section headings used in this Guarantee are for convenience of
reference only and are not to affect the construction hereof or be taken into
consideration in the interpretation hereof. 

          (j)     
Integration. This Guarantee and the other Transaction Documents represent
the agreement of the Guarantors and the Purchasers with respect to the subject
matter hereof and thereof, and there are no promises, undertakings,
representations or warranties by the Purchasers relative to subject matter
hereof and thereof not expressly set forth or referred to herein or in the other
Transaction Documents. 

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          (k)      Governing
Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY
PRINCIPLES OF CONFLICTS OF LAWS.

          (l)      Submission
to Jurisdictional; Waiver. Each Guarantor hereby irrevocably and
unconditionally: 

          (i)      submits
for itself and its property in any legal action or proceeding relating to this
Guarantee and the other Transaction Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the Courts of the State of New York,
located in New York County, New York, the courts of the United States of America
for the Southern District of New York, and appellate courts from any
thereof;

          (ii)      consents
that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;

          (iii)      agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such Guarantor at its address
referred to in the Purchase Agreement or at such other address of which the
Purchasers shall have been notified pursuant thereto; 

          (iv)      agrees
that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other
jurisdiction; and

          (v)     
waives, to the maximum extent not prohibited by law, any right it may have to
claim or recover in any legal action or proceeding referred to in this Section
any special, exemplary, punitive or consequential damages.

          (m)      Acknowledgements.
Each Guarantor hereby acknowledges that: 

          (i)     
it has been advised by counsel in the negotiation, execution and delivery of
this Guarantee and the other Transaction Documents to which it is a party;

          (ii)      the
Purchasers have no fiduciary relationship with or duty to any Guarantor arising
out of or in connection with this Guarantee or any 

11




of the other Transaction Documents,
and the relationship between the Guarantors, on the one hand, and the
Purchasers, on the other hand, in connection herewith or therewith is solely
that of debtor and creditor; and

          (iii)     
no joint venture is created hereby or by the other Transaction Documents or
otherwise exists by virtue of the transactions contemplated hereby among the
Guarantors and any Purchaser.

          (n)     
Additional Guarantors. The Company shall cause each of its subsidiaries
formed or acquired on or subsequent to the date hereof to become a Guarantor for
all purposes of this Guarantee by executing and delivering an Assumption
Agreement in the form of Annex 1 hereto. 

          (o)     
Release of Guarantors. Subject to Section 2.6, each Guarantor will be
released from all liability hereunder concurrently with the repayment in full of
all of the Obligations.

          (p)     
Seniority. The Obligations of each of the Guarantors hereunder rank
senior in priority to any other Indebtedness (as defined in the Purchase
Agreement) of such Guarantor.

          (q)     
Waiver of Jury Trial. EACH GUARANTOR AND, BY ACCEPTANCE OF THE BENEFITS
HEREOF, THE PURCHASERS, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE AND FOR ANY
COUNTERCLAIM THEREIN. 

******************

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          IN
WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly
executed and delivered as of the date first above written. 


	ICP Solar Technologies, Inc. (Nevada) 	1260491 Alberta, Inc. (Canada) 
	 
    	  
	By:_________________________________ 	  
	Name: 	By:_________________________________ 
	Title: 	Name: 
	  	Title: 
	 
    	  
	ICP Solar Technologies, Inc. (Canada) 	ICP Global Technologies, Inc. (Canada)

	 
    	  
	 
    	  
	By:_________________________________ 	By:_________________________________ 
	Name: 	Name: 
	Title: 	Title: 
	 
    	  
	WES Power Technology, Inc. (Canada) 	  
	 
    	  
	 
    	  
	By:________________________________ 	  
	Name: 	  
	Title: 	  



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SCHEDULE 1 

GUARANTORS 

          The
following are the names, notice addresses and jurisdiction of organization of
each Guarantor. 


	


Name of Guarantor 	Entity Type and 
Jurisdiction
      of 
Incorporation or 
Formation 	
Percentage of 
Equity Owned
      by 
the Company 
	ICP Solar
      Technologies, Inc. 	Nevada
    	100%
    
	1260491 Alberta, Inc. 	Alberta, Canada Corporation 	100% 
	ICP Solar
      Technologies 	Canada
      Corporation 	100%
    
	ICP Global
      Technologies, Inc. 	Canada
      Corporation 	100%
    
	WES Power
      Technology, Inc. 	Canada
      Corporation 	100%
    
	 	 	 
	 	 	 
	 	 	 
	 	 	 



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Annex 1 to 
SUBSIDIARY GUARANTEE 

ASSUMPTION AGREEMENT, dated as of ____ __, ______ made by
______________________________, a ______________ corporation (the
“Additional Guarantor”), in favor of the Purchasers pursuant to
the Purchase Agreement referred to below. All capitalized terms not defined
herein shall have the meaning ascribed to them in such Purchase Agreement.

W I T N E S S E T H : 

          WHEREAS,
ICP Solar Technologies, Inc., a Nevada corporation (the “Company”) and
the Purchasers have entered into a Securities Purchase Agreement, dated as of
June 9, 2008 (as amended, supplemented or otherwise modified from time to time,
the “Purchase Agreement”);

          WHEREAS,
in connection with the Purchase Agreement, the Company and its Subsidiaries
(other than the Additional Guarantor) have entered into the Subsidiary
Guarantee, dated as of June 9, 2008 (as amended, supplemented or otherwise
modified from time to time, the “Guarantee”) in favor of the
Purchasers;

          WHEREAS,
the Purchase Agreement requires the Additional Guarantor to become a party to
the Guarantee; and 

          WHEREAS,
the Additional Guarantor has agreed to execute and deliver this Assumption
Agreement in order to become a party to the Guarantee; 

NOW, THEREFORE, IT IS AGREED: 

          1.      Guarantee.
By executing and delivering this Assumption Agreement, the Additional Guarantor,
as provided in Section 5(n) of the Guarantee, hereby becomes a party to the
Guarantee as a Guarantor thereunder with the same force and effect as if
originally named therein as a Guarantor and, without limiting the generality of
the foregoing, hereby expressly assumes all obligations and liabilities of a
Guarantor thereunder. The information set forth in Annex 1-A hereto is hereby
added to the information set forth in Schedule 1 to the Guarantee. The
Additional Guarantor hereby represents and warrants that each of the
representations and warranties contained in Section 3 of the Guarantee is true
and correct on and as the date hereof as to such Additional Guarantor (after
giving effect to this Assumption Agreement) as if made on and as of such date.


          2.      Governing
Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

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          IN
WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly
executed and delivered as of the date first above written. 

[ADDITIONALGUARANTOR] 

By:
_____________________________________
Name: 
Title: 

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