Filed by Automated Filing Services Inc. (604) 609-0244 - FFC Financial Services Inc. - Exhibit 10.4






LIMITED RECOURSE GUARANTEE

This Limited Recourse Guarantee dated as of May 16, 2006 made
by and among SASS M. PERESS, PERESS FAMILY TRUST, ARLENE ADES and JOEL
COHEN (the “Guarantors”) to and in favour of FC FINANCIAL SERVICES
INC. (the “Lender”) as lender under the Loan Agreement (as hereinafter
defined).

WHEREAS:

	A. 	
      ICP Solar Technologies Inc. (the “Borrower”) has
      entered into a loan agreement with the Lender dated as of the date hereof
      (as such agreement may at any time or from time to time be amended,
      supplemented, extended or otherwise modified or restated, the “Loan
      Agreement”) pursuant to which a loan in the principal amount of
      US$1,000,000 is being advanced by the Lender to the Borrower (the
      “Loan”)

	 	 
	B. 	
      It is a condition of the advance of the Loan by the
      lender to the Borrower that the Guarantors execute and deliver this
      limited recourse guarantee and a pledge of all of the shares in the
      capital of the Borrower owned by them to and in favour of the Lender as
      collateral security for the payment and performance of the Guaranteed
      Obligations (as hereinafter defined);

	 	 
	C. 	
      The Lender has agreed that its sole recourse under this
      limited recourse guarantee is to realize on such pledged shares and that
      the Guarantors shall not be personally liable for any
  deficiency.



NOW THEREFORE WITNESSETH that in consideration of the
payment of the sum of $1.00 in lawful money of Canada by the Lender to the
Guarantors and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Guarantors hereby covenant,
declare and agree as follows:

	1. 	
      Guarantee. The Guarantors hereby irrevocably and
      unconditionally guarantee the due and punctual performance and payment to
      the Lender, whether at stated maturity, by acceleration or otherwise, of
      all obligations of the Borrower to the Lender, now or hereafter existing
      under or pursuant to the Loan Agreement, whether for principal, interest,
      expenses, indemnity or otherwise, and any and all out-of-pocket expenses
      (including counsel fees and disbursements on a solicitor and own client
      basis) incurred by the Lender in enforcing any of its rights under this
      guarantee (such obligations being herein called the “Guaranteed
      Obligations”), it being understood and agreed that the Lender’s
      recourse hereunder is limited solely to it exercising its remedies under a
      share pledge agreement dated the date hereof between the Guarantors and
      the Lender, and that upon such exercise by the Lender the Guarantors shall
      cease to have any further liability hereunder for any deficiency or
      otherwise.




	2. 	
      Absolute Liability. Subject to the limitation on
      recourse set forth in section 1 above, the Guarantors guarantee that the
      Guaranteed Obligations will be paid and performed strictly in accordance
      with the terms of the Loan Agreement. The liability of the Guarantors
      under this guarantee shall be absolute and unconditional irrespective
      of:




	 	a. 	
      the lack of validity or enforceability of any terms of
      the Loan Agreement or any security granted to the Lender by the Borrower
      or any other person or persons pursuant to the terms of the Loan
      Agreement;








	 	b. 	
      any consent by the Borrower or any other person as to the
      amount of the Guaranteed Obligations or the validity or enforceability of
      any terms of the Loan Agreement;

	 	 	 
	 	c. 	
      any defence, counter-claim or right of set-off available
      to the Borrower;

	 	 	 
	 	d. 	
      any extension of the time or times for payment of the
      Guaranteed Obligations or any other indulgences the Lender may grant to
      the Borrower;

	 	 	 
	 	e. 	
      any dealings with the security which the Lender holds or
      may hold pursuant to the terms and conditions of the Loan Agreement,
      including the taking and giving up of securities, the accepting of
      compositions and the granting of releases and discharges;

	 	 	 
	 	f. 	
      the assignment of all or any part of the benefits of this
      guarantee;

	 	 	 
	 	g. 	
      any modification or amendment of or supplement to the
      Guaranteed Obligations or the Loan Agreement, including, without
      limitation, any assignment or assumption of the commitment or commitments
      of the Lender under the Loan Agreement and any increase or decrease in the
      principal, the rates of interest or other amounts payable under the Loan
      Agreement; or

	 	 	 
	 	h. 	
      any other circumstances which might otherwise constituted
      a defence available to or a discharge of a guarantor, the Borrower or any
      other person in respect of the Guaranteed Obligations, or of the
      Guarantors in respect to this guarantee.




	3. 	
      Remedies. The Guarantors agree that the Lender
      shall not be bound to seek or exhaust its recourses against the Borrower
      before being entitled to payment hereunder. Should the Lender elect to
      realize on any security it may hold, either before, concurrently with our
      after demand for payment under this guarantee, the Guarantors shall have
      no right of discussion or division.




	4. 	
      Amount of Guaranteed Obligations. Any account
      settled or stated by or between the Lender and the Borrower or, if any
      such account has not been so settled or stated immediately before demand
      for payment under this guarantee, any account thereafter stated by the
      Lender shall, in the absence of demonstrated error, be accepted by the
      Guarantors as conclusive evidence of the amount of the Guaranteed
      Obligations which at the date of the account so settled or stated is due
      by the Borrower to the Lender or remains unpaid by the Borrower to the
      Lender.

	 	 
	5. 	
      Subrogation and Repayment. Upon receipt by the
      Lender of any payments on account of liability under this guarantee,
      whether by realization on security or otherwise, the Guarantors shall not
      be entitled to claim repayment against the Borrower until the Lender’s
      claims against the Borrower in respect of the Guaranteed Obligations have
      been repaid in full. In the case of the liquidation, winding-up or
      bankruptcy of the Borrower (whether voluntary or compulsory) or in the
      event that the Borrower shall make a bulk sale of any of the Borrower’s
      assets within the provisions of any bulk sales legislation or any
      composition with creditors or scheme of arrangement, the Lender shall have
      the right to rank in priority to the Guarantors for its full claims in
      respect of the Guaranteed Obligations and receive all dividends or other
      payments in respect thereof until its claims in respect of the Guaranteed
      Obligations have been paid in full, . If any amount shall be paid to the
      Guarantors on account of any subrogation rights at any time when all the
      Guaranteed Obligations shall not have been paid in full, such amount shall
      be held in trust for the benefit of the Lender and shall forthwith be paid
      to the Lender to be credited and applied upon the Guaranteed Obligations,
      whether matured or unmatured.








	6. 	
      No Prejudice to the Lender. The Lender shall not
      be prejudiced in any way in the right to enforce any provision of this
      guarantee by any act or failure to act on the part of the Borrower. The
      Lender may, at any time and from time to time, without any consent of or
      notice to the Guarantors and without impairing or releasing the Guarantors
      from their obligations hereunder:




	 	a. 	
      change the manner, place or terms of payment or change or
      extend time of payment of, or renew or alter, the Guaranteed
      Obligations;

	 	 	 
	 	b. 	
      release anyone liable in any manner under or in respect
      of the Guaranteed Obligations;

	 	 	 
	 	c. 	
      exercise or refrain from exercising any rights against
      the Borrower or the Guarantors or any other person; and

	 	 	 
	 	d. 	
      apply to the Guaranteed Obligations any sums from time to
      time received.




	7. 	
      No Recourse. Any right of subrogation acquired by
      the Guarantors by reason of payment under or pursuant to this guarantee
      shall not be exercised until the Guaranteed Obligations and other amounts
      due to the Lender hereunder have been paid or repaid in full to the
      Lender, and shall be no greater than the right held by the Lender and the
      Guarantors shall have no recourse against the Lender for any invalidity,
      non-perfection or unenforceability of any security held by the Lender or
      any irregularity or defect in the manner or procedure by which the Lender
      realizes on such security.




	8. 	
      Continuing Guarantee. This guarantee shall
      continue to be effective or be reinstated, as the case may be, if at any
      time any payment of any of the Guaranteed Obligations is rescinded or must
      otherwise be returned by the Lender upon the insolvency, bankruptcy or
      reorganization of the Borrower or otherwise, all as though such payment
      had not been made.

	 	 
	9. 	
      Supplemental Security. This guarantee is in
      addition, without prejudice and supplemental to all other guarantees and
      securities held, or which may hereafter be held, by or for the
    Lender.

	 	 
	10. 	
      Representations.




	 	(1) 	
      The Guarantors represent and warrant that:

	 	 	 	 
	 		a. 	
      all representations and warranties of the Borrower in the
      Loan Agreement are true and correct as at the date hereof; and

	 	 	 	 
	 		b. 	
      the Borrower has complied with all covenants contained in
      the Loan Agreement and there exists no Event of Default (as such terms are
      defined in the Loan Agreement) which is continuing on the date
    hereof.

	 	 	 	 
	 	(2) 	
      The execution and delivery by the Guarantors of this
      guarantee has been duly authorized by all necessary action by each of the
      Guarantors.




	11. 	
      Interest Act (Canada). For purposes of the
      Interest Act (Canada), the Guarantors hereby acknowledge that the rate or
      rates of interests applicable to the Guaranteed Obligations shall be
      computed and shall be paid at the times and in the manner set forth in the
      Loan Agreement.

	 	 
	12. 	
      Governing Law. This guarantee shall be governed by
      and constructed in accordance with the laws of the Province of Ontario and
      the laws of Canada applicable therein and shall be treated in all respects
      as an Ontario contract.








	13. 	
      Successors, etc. This guarantee shall extend to
      and enure to the benefit of the Lender and its successors and assigns and
      shall be binding upon the Guarantors and their successors and permitted
      assigns. This guarantee shall not be assigned by the Guarantors without
      the Lender’s written consent. All rights of the Lender hereunder shall be
      assignable in accordance with the terms of the Loan Agreement.

	 	 
	14. 	
      Notices. All notices, requests, demands,
      directions and communications (“notices”) hereunder shall be sent
      by telecopy or similar means of recorded communication or hand delivery ,
      and shall be effective when hand delivered or, in the case of telecopy or
      similar means of recorded communication, when received. All notices shall
      be given to the Lender at its principal office as show in the Loan
      Agreement and to the Guarantors at the address referred to in Section 5
      hereof, or otherwise in accordance with any unrevoked written direction of
      the Guarantors to the Lender at its principal office as to a change of
      address, given in accordance with this Section 16.

	 	 
	15. 	
      Attornment/Service. The Guarantors hereby
      irrevocably submit to the jurisdiction of any Ontario court in any action
      or proceeding arising out of or relating to this guarantee, and hereby
      irrevocably agree that all claims in respect of any such action or
      proceeding may be heard and determined in such Ontario court. The
      Guarantors hereby irrevocably appoint the Borrower at its principal office
      and to the attention of the officer shown on the signature pages of the
      Loan Agreement as its agent to receive on behalf of the Guarantors service
      of copies of the summons and complaint and any other process which may be
      served in any such action or proceeding. Such service may be made by
      delivering a copy of such process to the Guarantors in care of such agent
      and the Guarantors hereby irrevocably authorize and direct such agent to
      accept such service on their behalf. As an alternative method of service,
      the Guarantors also irrevocably consent to the service of any process in
      any such action or proceeding by the mailing of copies of such process to
      the Guarantors at the address referred to in Section 5 hereof, or at such
      other address as they may direct. The Guarantors agree that a final
      judgement in any such action or proceeding shall be conclusive and may be
      enforced in other jurisdictions by suit on the judgement or in any other
      manner provided by law. Nothing in this Section shall affect the right of
      the Lender to serve legal process in any other manner permitted by law or
      affect the right of the Lender to bring any action or proceeding against
      the Guarantors or their property in the courts of other
    jurisdictions.

	 	 
	16. 	
      Acknowledgement of Receipt/Waiver. The Guarantors
      acknowledge receipt of an executed copy of this guarantee and the Loan
      Agreement.








	17. 	
      Independent Legal Advice. This Guarantee has been
      prepared by Northwest Law Group acting solely on behalf of the Lender and
      the Guarantors acknowledge that they been advised to obtain independent
      legal advice.

	 	 
		
      IN WITNESS WHEREOF the Guarantors have duly
      executed this guarantee and affixed their seals as of the date first above
      written.




	/s/ Sass M. Peress	 	/s/ Arlene Ades
	SASS M. PERESS 	 	ARELE ADES 
	 	 	 	 
	 	 	 	 
	PERESS FAMILY TRUST 	 	  
	 	 	 	 
	 	 	 	 
	Per: 	/s/ Sass M. Peress	 	/s/ Joel Cohen
    
	 	Authorized Signatory 	 	JOEL COHEN