ICP Solar Technologies, Inc.: Exhibit 10.11 - Prepared by TNT Filings
   Inc.




  




Exhibit 10.11

LOCKUP AGREEMENT 

          This
AGREEMENT (the "Agreement") is made as of the 13 day of June, 2008, by the
signatories hereto (each, a "Holder"), in connection with his ownership of
shares of ICP Solar Technologies, Inc., a Nevada corporation (the
"Company"). 

          NOW,
THEREFORE, for good and valuable consideration, the sufficiency and receipt of
which consideration are hereby acknowledged, Holder agrees as follows: 

          1.     
Background. 

                    a.      Holder
is the beneficial owner of the amount of shares of the Common Stock, $0.00001
par value per share, of the Company (“Common Stock”) designated on the signature
page hereto. 

                    b.     
Holder acknowledges that the Company has entered into or will enter into at or
about the date hereof Securities Purchase Agreements (the “Securities Purchase
Agreements”), dated on or about a date even herewith, with subscribers (the
“Subscribers”) to purchase up to $3,000,000 of the Company’s 11% Senior Secured
Convertible Debentures, Due June 13, 2010 (“Debentures”) and accompanying
Warrants. Holder understands that, as a condition to proceeding with the
Offering, the Subscribers have required, and the Company has agreed to obtain on
behalf of the Subscribers an agreement from the Holder to refrain from selling
any securities of the Company during the period (the “Restriction Period”) from
the date of the Securities Purchase Agreement until the earlier of (i) the date
that is 6 months after effectiveness of the Registration Statement (as defined
in the Registration Rights Agreement referred to in the Securities Purchase
Agreement), or (ii) the date that is 6 months after the date that the shares
issuable upon conversion of the Debentures and upon exercise of the Warrants
become eligible for resale, under Rule 144, without limitations as to volume or
manner of sale, and to limit such sales thereafter, as further described
below.

          2.      Share
Restriction.

                    a.     
Holder hereby agrees that during the Restriction Period, the Holder will not
sell or otherwise dispose of any shares of Common Stock or any options, warrants
or other rights to purchase shares of Common Stock or any other security of the
Company which Holder owns or has a right to acquire as of the date hereof, other
than in connection with an offer made to all shareholders of the Company in
connection with merger, consolidation or similar transaction involving the
Company. Holder further agrees that the Company is authorized to and the Company
agrees to place "stop orders" on its books to prevent any transfer of shares of
Common Stock or other securities of the Company held by Holder in violation of
this Agreement. The Company agrees not to allow to occur any transaction
inconsistent with this Agreement. 

                    b.      Any
subsequent issuance to and/or acquisition by Holder of Common Stock or options
or instruments convertible into Common Stock will be subject to the provisions
of this Agreement. 

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                    c.      Holder
hereby agrees that after the end of the Restriction Period, for so long as the
Debentures or associated Warrants remain outstanding, the Holder will not sell
or otherwise dispose of any shares of Common Stock or any options, warrants or
other rights to purchase shares of Common Stock or any other security of the
Company which Holder owns or has a right to acquire as of the date hereof,
unless such sales are subject to the 144-Like Volume Limitations (as defined
below), other than in connection with an offer made to all shareholders of the
Company in connection with merger, consolidation or similar transaction
involving the Company.

          For
purposes hereof,

          “144-Like
Volume Limitations” shall mean that, during any 90 day period, the Holder may
not sell or transfer a number of shares of Common Stock that exceeds the greater
of: (1) 1% of the Company’s total outstanding shares, determined as of the first
business day of such 90 day period, or, (2) the average reported weekly volume
in the Company’s Common Stock for the four weeks immediately preceding the first
business day of the Sales Period. 

          3.      Miscellaneous.


                    a.     
At any time, and from time to time, after the signing of this Agreement Holder
will execute such additional instruments and take such action as may be
reasonably requested by the Subscribers to carry out the intent and purposes of
this Agreement. 

                    b.      This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York without regard to principles of conflicts of laws. Any action
brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of New
York or in the federal courts located in the state of New York. The parties to
this Agreement hereby irrevocably waive any objection to jurisdiction and venue
of any action instituted hereunder and shall not assert any defense based on
lack of jurisdiction or venue or based upon forum non conveniens. The
parties executing this Agreement and other agreements referred to herein or
delivered in connection herewith agree to submit to the in personam jurisdiction
of such courts and hereby irrevocably waive trial by jury. The prevailing
party shall be entitled to recover from the other party its reasonable
attorney's fees and costs. In the event that any provision of this Agreement or
any other agreement delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any such provision which
may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision of any agreement. 

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                    c.      The
restrictions on transfer described in this Agreement are in addition to and
cumulative with any other restrictions on transfer otherwise agreed to by the
Holder or to which the Holder is subject to by applicable law. 

                    d.      This
Agreement shall be binding upon Holder, its legal representatives, successors
and assigns. 

                    e.      This
Agreement may be signed and delivered by facsimile and such facsimile signed and
delivered shall be enforceable. 

                    f.      The
Company agrees not to take any action or allow any act to be taken which would
be inconsistent with this Agreement. 

      IN WITNESS WHEREOF, and
intending to be legally bound hereby, Holder has executed this Agreement as of
the day and year first above written. 

	 	 	HOLDER: 
	 	 	  
	 	 	  
	 	 	  
	 	__________________________________________	  
	 	 	 (Signature of Holder) 
	 	 	  
	 	 	  
	 	 	  
	 	__________________________________________	  
	 	 	 (Print Name of Holder) 
	 	 	 
	 	 	 
	 	 	 
	 	__________________________________________	 
	 	 	Number of Shares of Common Stock 
	 	 	Beneficially Owned and as more fully 
	 	 	described below if not in the form of 
	 	 	shares of Common Stock 


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COMPANY: 

ICP Solar Technologies, Inc.


By: ________________________

Print Name: _________________

Title: _____________________


ADDRESS: 

Attn: Sass Peress, President, CEO
& 
Chairman 
ICP Solar Technologies, Inc. 
7075 Place Robert-Joncas

Unit 131 
Montreal H4M272 
Phone: 514-270-5770 
Fax: (514) 270-3677


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