ICP Solar Technologies Inc.: Exhibit 4.6 - Prepared By TNT Filings Inc.




       




THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED,
TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE
PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING
THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH
REGISTRATION AND THE OTHER RESTRICTIONS CONTAINED IN THIS WARRANT. 

October 25, 2007 


ICP SOLAR TECHNOLOGIES INC. 

Warrant for the Right to Purchase            Shares of Common Stock




No. W- 

For value received, this Warrant is
hereby issued by ICP Solar Technologies Inc., a Nevada corporation (the
"Company"), to _____ (the "Holder"). Subject to the provisions of this Warrant,
the Company hereby grants to Holder the right to purchase from the Company ____
shares of Common Stock, at a price of $1.00 per share (the "Exercise Price").


The term "Common Stock" means the
Common Stock, par value $0.00001 per share, of the Company as constituted on the
date set forth above (the "Base Date"). The number of shares of Common Stock to
be received upon the exercise of this Warrant may be adjusted from time to time
as hereinafter set forth. The shares of Common Stock deliverable upon such
exercise, and as adjusted from time to time, are hereinafter referred to as
"Warrant Stock." The term "Other Securities" means any other equity or debt
securities that may be issued by the Company in addition thereto or in
substitution for the Warrant Stock. 

The Holder agrees with the Company
that this Warrant is issued, and all the rights hereunder shall be held, subject
to all of the conditions, limitations and provisions set forth herein. 

1. Exercise of Warrant.
Subject to the terms and conditions set forth herein, this Warrant may be
exercised in whole or in part, pursuant to the procedures provided below, at any
time on or before 5:00 p.m., Eastern time, on October 25, 2009, (following
appropriate adjustment in the event of any stock dividends, stock splits,
combination or other similar recapitalization affecting such shares) (the
"Expiration Date") or, if such day is a day on which banking institutions in New
York are authorized by law to close, then on the next succeeding day that shall
not be such a day. To exercise this Warrant the Holder shall present and
surrender this Warrant to the Company at its principal office, with the Warrant
Exercise Form attached hereto duly executed by the Holder and accompanied by
payment (either in cash or by check, payable to the order of the Company) of the
aggregate Exercise Price for the total aggregate number of shares for which this
Warrant is exercised. Upon receipt by the Company of this Warrant, together with
the executed Warrant Exercise Form and payment of the Exercise Price for the
shares to be acquired, in proper form for exercise, and subject to the Holder’s
compliance with all requirements of this Warrant for the exercise hereof, the
Holder shall be deemed to be the holder of record of the shares of Common Stock
(or Other Securities) issuable upon such exercise, notwithstanding that the
stock transfer books of the Company shall then be closed or that certificates
representing such shares of Common Stock shall not then be actually delivered to
the Holder; provided, however, that no exercise of this Warrant
shall be effective, and the Company shall have no obligation to issue
any Common Stock or Other Securities to the Holder upon any attempted exercise
of this Warrant, unless the Holder shall have first delivered to the Company, in
form and substance reasonably satisfactory to the Company, appropriate
representations so as to provide the Company reasonable assurances that the
securities issuable upon exercise may be issued without violation of the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act") and applicable state securities laws, including without
limitation representations that the exercising Holder is an "accredited
investor" as defined in Regulation D under the Securities Act and that the
Holder is familiar with the Company and its business and financial condition and
has had an opportunity to ask questions and receive documents relating thereto
to his reasonable satisfaction. 


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2. Net Issue Exercise.
Notwithstanding any provisions herein to the contrary, if the Fair Market Value
(as defined below) of one share of Common Stock is greater than the Exercise
Price (at the date of calculation as set forth below), in lieu of exercising
this Warrant for cash, the Holder may elect to receive shares equal to the value
(as determined below) of this Warrant (or the portion thereof being cancelled)
by surrender of this Warrant at the principal office of the Company together
with the properly endorsed Warrant Exercise Form and notice of such election, in
which event the Company shall issue to the Holder a number of shares of Common
Stock computed using the following formula: 


	X = Y (A-B)
	     A



Where       
X = the number of shares of Common Stock to be issued to the Holder 

Y = the number of shares of Common
Stock purchasable under the Warrant or, if only a portion of the Warrant is
being exercised, the portion of the Warrant being exercised (at the date of such
calculation) 

A = the Fair Market Value (as defined
below) of one share of the Company’s Common Stock (at the date of such
calculation) 

B = Exercise Price (as adjusted to
the date of such calculation) 

3. Reservation of Shares. The
Company will at all times reserve for issuance and delivery upon exercise of
this Warrant all shares of Common Stock or other shares of capital stock of the
Company (and Other Securities) from time to time receivable upon exercise of
this Warrant. All such shares (and Other Securities) shall be duly authorized
and, when issued upon such exercise, shall be validly issued, fully paid and
non-assessable and free of all preemptive rights. 

4. Fractional Shares. No
fractional shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant, but the Company shall pay the Holder an amount
equal to the Fair Market Value of such fractional share of Common Stock in lieu
of each fraction of a share otherwise called for upon any exercise of this
Warrant. 

5. Fair Market Value. For
purposes of this Warrant, the Fair Market Value of a share of Common Stock (or
Other Security) shall be determined as of any date (the "Value Date") by the
Company’s Board of Directors in good faith; provided, however, that where there
exists a public market for the Company’s Common Stock on the Value Date, the
fair market value per share shall be either: 

(a) If the Common
Stock is listed on a national securities exchange or listed for trading on the
NASDAQ system, the Fair Market Value shall be the last reported sale price of
the security on such exchange or system on the last business day prior to the
Value Date or if no such sale is made on such day, the average of the closing
bid and asked prices for such day on such exchange or system; or 

(b) If the Common
Stock is not so listed but is traded in the over-the-counter market, the Fair
Market Value shall be the mean of the last reported bid and asked prices
reported by the over-the-counter market on the last business day prior to the
Value Date. 


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6. Assignment or Loss of Warrant.
Subject to the transfer restrictions herein (including Section 9), upon
surrender of this Warrant to the Company or at the office of its stock transfer
agent, if any, with the Assignment Form annexed hereto duly executed and funds
sufficient to pay any transfer tax, the Company shall, without charge, execute
and deliver a new Warrant in the name of the assignee named in such instrument
of assignment and this Warrant shall promptly be canceled. Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and of reasonably satisfactory
indemnification by the Holder, and upon surrender and cancellation of this
Warrant, if mutilated, the Company shall execute and deliver a replacement
Warrant of like tenor and date. 

7. Rights of the Holder. The
Holder shall not, by virtue hereof, be entitled to any rights of a stockholder
in the Company, either at law or in equity, and the rights of the Holder are
limited to those expressed in this Warrant. 

8. Adjustments. 

8.1 Adjustment for
Recapitalization. If the Company shall at any time after the Base Date
subdivide its outstanding shares of Common Stock (or Other Securities at the
time receivable upon the exercise of the Warrant) by recapitalization,
reclassification or split-up thereof, or if the Company shall declare a stock
dividend or distribute shares of Common Stock to its stockholders, the number of
shares of Common Stock (or Other Securities) subject to this Warrant immediately
prior to such subdivision shall be proportionately increased, and if the Company
shall at any time after the Base Date combine the outstanding shares of Common
Stock by recapitalization, reclassification or combination thereof, the number
of shares of Common Stock subject to this Warrant immediately prior to such
combination shall be proportionately decreased. Any such adjustment and
adjustment to the Exercise Price pursuant to this Section 8.1 shall be effective
at the close of business on the effective date of such subdivision or
combination or if any adjustment is the result of a stock dividend or
distribution then the effective date for such adjustment based thereon shall be
the record date therefor. 

Whenever the number of shares of Common Stock purchasable
upon the exercise of this Warrant is adjusted, as provided in this Section 8.1,
the Exercise Price shall be adjusted to the nearest cent by multiplying such
Exercise Price immediately prior to such adjustment by a fraction (x) the
numerator of which shall be the number of shares of Common Stock purchasable
upon the exercise immediately prior to such adjustment, and (y) the denominator
of which shall be the number of shares of Common Stock so purchasable
immediately thereafter. 

8.2 Adjustment for Reorganization,
Consolidation, Merger, Etc. In case of any reorganization of the Company (or
any other corporation, the securities of which are at the time receivable on the
exercise of this Warrant) after the Base Date or in case after such date the
Company (or any such other corporation) shall consolidate with or merge into
another corporation or convey all or substantially all of its assets to another
corporation, then, and in each such case, the Holder of this Warrant upon the
exercise thereof as provided in Section 1 at any time after the consummation of
such reorganization, consolidation, merger or conveyance, shall be entitled to
receive, in lieu of the securities and property receivable upon the exercise of
this Warrant prior to such consummation, the securities or property to which
such Holder would have been entitled upon such consummation if such Holder had
exercised this Warrant immediately prior thereto; in each such case, the terms
of this Warrant shall be applicable to the securities or property receivable
upon the exercise of this Warrant after such consummation. 

8.3 Certificate as to Adjustments.
The adjustments provided in this Section 8 shall be interpreted and applied by
the Company in such a fashion so as to reasonably preserve the applicability and
benefits of this Warrant (but not to increase or diminish the benefits
hereunder). In each case of an adjustment in the number of shares of Common
Stock receivable on the exercise of the Warrant, the Company at its expense will
compute such adjustment in accordance with the terms of the Warrant and prepare a certificate executed by an officer of
the Company setting forth such adjustment and showing in detail the facts upon
which such adjustment is based. The Company will forthwith mail a copy of each
such certificate to each Holder. 


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8.4 Notices of Record Date, Etc.
In the event that: 

(a) the Company shall declare any
dividend or other distribution to the holders of Common Stock, or authorizes the
granting to all Common Stock holders of any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities; or


(b) the Company authorizes any
capital reorganization of the Company, any reclassification of the capital stock
of the Company, any consolidation or merger of the Company with or into another
corporation, or any conveyance of all or substantially all of the assets of the
Company to another corporation or entity; or 

(c) the Company authorizes any
voluntary or involuntary dissolution, liquidation or winding up of the Company,


then, and in each such case, the Company shall mail or cause
to be mailed to the holder of this Warrant at the time outstanding a notice
specifying, as the case may be, (i) the date on which a record is to be taken
for the purpose of such dividend, distribution or right, and stating the amount
and character of such dividend, distribution or right, or (ii) the date on which
such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding up is to take place, and the time, if any is
to be fixed, as to which the holders of record of Common Stock (or such other
securities at the time receivable upon the exercise of the Warrant) shall be
entitled to exchange their shares of Common Stock (or such Other Securities) for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or
winding up. Such notice shall be mailed at least 15 days prior to the date
therein specified. 

8.5 No Impairment. The Company
will not, by any voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed hereunder by the
Company, but will at all times in good faith assist in the carrying out of all
the provisions of this Section 8 and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder of this
Warrant against impairment. 

9. Transfer to Comply with the
Securities Act. This Warrant and any Warrant Stock or Other Securities may
not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed
of except as follows: (a) to a person who, in the opinion of counsel to the
Company, is a person to whom this Warrant or the Warrant Stock or Other
Securities may legally be transferred without registration and without the
delivery of a current prospectus under the Securities Act with respect thereto
and then only against receipt of an agreement of such person to comply with the
provisions of this Section 9 with respect to any resale or other disposition of
such securities; or (b) to any person upon delivery of a prospectus then meeting
the requirements of the Securities Act relating to such securities and the
offering thereof for such sale or disposition, and thereafter to all successive
assignees. 

10. Legend. Unless the shares
of Warrant Stock or Other Securities have been registered under the Securities
Act, upon exercise of this Warrant and the issuance of any of the shares of
Warrant Stock, all certificates representing shares shall bear on the face
thereof substantially the following legend: 


  
    The securities represented by this certificate have not
    been registered under the Securities Act of 1933, as amended, and may not be
    sold, offered for sale, assigned, transferred or otherwise disposed of,
    unless registered pursuant to the provisions of that Act or unless an
    opinion of counsel to the Corporation is obtained stating that such disposition is in
compliance with an available exemption from such registration. 

  




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11. Notices. All notices
required hereunder shall be in writing and shall be deemed given when sent via
facsimile or e-mail, with a confirmation of the delivery thereof, and then only
if followed up with a duplicate copy sent via regular mail, delivered personally
or within two days after mailing when mailed by certified or registered mail,
return receipt requested, to the Company or the Holder, as the case may be, for
whom such notice is intended, if to the Holder, at the address of such party
shown on the books of the Company, or if to the Company, at the address set
forth on the signature page hereof, Attn: Chief Financial Officer, or at such
other address of which the Company or the Holder has been advised by notice
hereunder. 

12. The Company agrees to register
the Warrant Stock via an SB-2 registration statement within 12 months from the
Base Date. 

13. Applicable Law. The
Warrant is issued under and shall for all purposes be governed by and construed
in accordance with the laws of the State of Nevada, without regard to the
conflict of laws provisions of such State. 

IN WITNESS WHEREOF, the Company has
caused this Warrant to be signed on its behalf, in its corporate name, by its
duly authorized officer, all as of the day and year first above written. 


	 	ICP SOLAR TECHNOLOGIES INC.
	 	 
	 	 
	 	 
	 	By: ____________________________
	 	        
    Sass Peress, Chief Executive Officer
	 	 
	 	Address:
	 	 
	 	7075 Place Robert-Joncas, Unit 131
	 	Montreal, Quebec, Canada
	 	H4M 2Z2


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WARRANT EXERCISE FORM 

The undersigned hereby irrevocably elects to (please check box): 

________ (i) exercise the within
Warrant to purchase __________ shares of the Common Stock of ICP Solar
Technologies Inc., a Nevada corporation, pursuant to the provisions of Section 1
of the attached Warrant, and hereby makes payment of $__________ in payment
therefor, or 

________(ii) exercise the within Warrant to purchase
that number of shares of Common Stock purchasable pursuant to the net issue
exercise procedure set forth in Section 2 of the attached Warrant. 

The undersigned’s execution of this form constitutes
the undersigned’s agreement to all the terms of the Warrant and to comply
therewith. 


	 	 
	 	
    Signature
	 	Print Name:
	 	 
	 	 
	 	 
	 	
    Signature, if jointly held
	 	 
	 	Print Name:
	 	 
	 	 
	 	
    Date


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ASSIGNMENT FORM 

FOR VALUE RECEIVED_____________________________ ("Assignor")
hereby sells, assigns and transfers unto _______________________________
("Assignee") all of Assignor’s right, title and interest in, to and under
Warrant No. W-____ issued by ____________________________, dated ______________.



	DATED: __________________	 
	 	 
	 	ASSIGNOR:
	 	 
	 	 
	 	 
	 	__________________
	 	Signature
	 	Print Name:
	 	 
	 	 
	 	__________________
	 	Signature, if jointly held
	 	Print Name:



The undersigned agrees to all of the terms of the Warrant and to comply
therewith. 


	 	ASSIGNEE:
	 	 
	 	 
	 	__________________
	 	Signature
	 	Print Name:
	 	 
	 	__________________
	 	Signature, if jointly held
	 	Print Name:


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