Filed by Automated Filing Services Inc. (604) 609-0244 - FC Financial Services Inc. - Exhibit 10.3






SHARE PLEDGE AGREEMENT

This Agreement dated as of the 16 day of May, 2006.

MADE BY:

SASS PERESS and
PERESS FAMILY TRUST of 
287 Kindersley Avenue Montreal, Quebec
H3R 1R6

ARLENE ADES
of
6586 Mackle Rd., Cote St. Luc, Quebec H4W 3J9

JOEL COHEN of

  2800 Cote
Vertu, Montreal, Quebec H4R 2M5

(collectively the "Pledgors")

OF THE FIRST PART

TO AND IN FAVOUR OF:

FC FINANCIAL SERVICES
INC., of
110 Jardin Drive Suite 13-14 Concord, ON L4K 2T7

(the "Creditor")

OF THE SECOND PART

WHEREAS:

	A. 	
      ICP Solar Technologies Inc. (“ICP”) and the Creditor
        have entered into a loan agreement dated the 16th day of May, 2006 (the
        "Loan Agreement");

	 	 
	B. 	
      The Pledgors have guaranteed the obligations of ICP under
      the Loan Agreement pursuant to a limited recourse guarantee dated May 16,
      2006 ( The “Guarantee”), with the recourse of the Lender thereunder being
      limited to the shares pledged by the Pledgors under this Share Pledge
      Agreement as security for the obligations of the Pledgors under the
      Guarantee



NOW THEREFORE, in consideration of the foregoing premises, the
sum of $10.00 in lawful money of Canada now paid by the Creditor to the Pledgors
and other good and valuable consideration delivered by the Creditor to the
Pledgors, the receipt and sufficiency of which is hereby acknowledged by the
Pledgors, the Pledgors hereby agree as follows:

1.                      
Definitions

1.1                     In
this Agreement, the following terms shall have the meanings set forth below:

	 	(a) 	
      “Guarantee” means the guarantee made by the Pledgors
        in favour of the Creditor dated the date hereof;

	 	 	 
	 	(b) 	
      "Loan" means the loan advanced pursuant to the Loan
      Agreement;








	 	(c) 	
      "Obligations" means all obligations and indebtedness owed
      from time to time by the Pledgors to the Creditor pursuant to the
      Guarantee; 

	 	  	
       

	 	(d) 	
      "Pledged Shares" means the following securities:
  



3,064,291 common shares of ICP
represented by the following certificates:


	Certificate No. 	Number of Shares 
	  	  
	A-8 	5150 
	A-7 	531 
	A-6 	319 
	B-3 	4000 
	E-1 	3,054,291




2.                       
Share Pledge

2.1                      The
Pledgors do hereby assign, mortgage, charge, hypothecate, and pledge to the
Creditor the Pledged Shares and hereby deposit with the Creditor’s solicitors,
Northwest Law Group any and all present and after acquired security certificates
evidencing such Pledged Shares duly endorsed for transfer.

2.2                      The
Pledged Shares shall include any substitutions therefor, additions thereto or
proceeds thereof, arising out of any consolidation, subdivision,
reclassification, stock dividend, or similar increase or decrease in or
alteration of the capital of the issuer of the Pledged Shares (the
"Issuer").

2.3                      If
at any time any further or other securities or shares shall be deposited by the
Pledgors with the Creditor or its nominee in substitution for or in addition to
the Pledged Shares, such securities shall thereupon be deemed to be a part of
the Pledged Shares for the purposes of this Share Pledge Agreement and shall
forthwith become subject to all the terms hereof and the warranties contained
herein.

2.4                      If
the Pledgors acquire any certificates evidencing the Pledged Shares not already
delivered to the Creditor after the date hereof, the Pledgors will, forthwith
upon receipt by the Pledgors, deliver to the Creditor such certificates and
shall, at the request of the Creditor:

	 	(a) 	
      duly endorse the certificate(s) for transfer in blank,
      or

	 	 	 
	 	(b) 	
      duly endorse the certificate(s) for transfer in blank,
      signature guaranteed.



2.5                      The
Pledgors hereby covenant that they will pay or discharge to the Creditor all of
the Pledgors’ obligations under the Guarantee.

3.                      
 Obligations Secured

3.1                      The
assignments, mortgages, charges, hypothecation and pledges granted hereby
(collectively, the "Pledge") shall, until discharged, secure payment to the
Creditor of the Obligations.

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4.                       
Attachments

4.1                      The
Pledgors and the Creditor hereby acknowledge that:

	 	(a) 	
      value has been given;

	 	 	 
	 	(b) 	
      the Pledgors have rights in the Pledged Shares;
  and

	 	 	 
	 	(c) 	
      they have not agreed to postpone the time of attachment
      of the Pledge.



5.                       
 Creditor's Care and Custody of Pledged Shares

5.1                     
The Creditor or its nominee shall not be bound to collect, dispose of, realize,
protect or enforce any of the Pledgors' right, title and interest in and to the
Pledged Shares, to institute proceedings for the purpose therefor or to take any
steps necessary to preserve rights against any other parties in respect
thereof.

5.2                     
The Creditor or its nominee need not see to the collection of dividends on or
exercise any option or right in connection with the Pledged Shares and need not
protect or preserve them from any loss of value and is hereby released from all
responsibility for loss of value.

6.                       
 Covenants of the Pledgors

6.1                     
The Pledgors shall not, without the prior written consent of the Creditor, sell,
exchange, release or abandon or otherwise dispose of, absolutely or by way of
security, any of its right, title or interest in and to the Pledged Shares.

6.2                      The
Pledgors shall promptly furnish to the Creditor on request such information in
respect of the Pledged Shares as the Creditor may from time to time require and
shall promptly notify the Creditor of the occurrence of any event or
circumstance which can be reasonably be foreseen and is likely to cause or
constitute a breach of the warranties, undertakings and agreements contained
herein.

7.                      
 Rights of the Pledgors

7.1                     
Until the Pledge has become enforceable, the Pledgors shall be entitled to vote
the Pledged Shares and to receive all cash dividends in respect thereof. In
order to allow the Pledgors to vote the Pledged Shares, the Creditor hereby
appoints the Pledgors as its true and lawful attorney for purposes of:

	 	(a) 	
      appointing proxy holders to attend and act at meetings of
      shareholders; and

	 	 	 
	 	(b) 	
      executing resolutions in writing and proxies, all
      pursuant to the relevant provisions of ICP's governing
  legislation.



7.2                      Whenever
the Pledge has become enforceable, all rights of the Pledgors to exercise the
voting and other rights or to receive the cash dividends shall cease, and all
such rights shall 

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thereupon become vested solely and absolutely in the Creditor.
Any cash dividends received by the Pledgors contrary to this section or any
other moneys or other property which may be received by the Pledgors at any time
for or in respect of the Pledged Shares contrary to this section shall be
received in trust for the Creditor by the Pledgors and shall be forthwith paid
over to the Creditor.

8.                       
 Enforcement

8.1                      This
Share Pledge Agreement shall be and become enforceable five (5) days after the
Creditor has given notice to the Pledgors of the occurrence of:

	 	(a) 	
      any default by the Borrower in the due payment of the
      Loan or any instalment of principal or interest with respect thereof;
      or

	 	 	 
	 	(b) 	
      any default hereunder or under the Loan Agreement or in
      the performance of the Obligations.



8.2                      Whenever
this Share Pledge Agreement has become enforceable, the Creditor or its nominee
may at any time in its sole discretion, realize upon or otherwise dispose of or
contract to dispose of the Pledged Shares by sale, transfer or delivery or may
exercise and enforce all rights and remedies of a holder of the Pledged Shares
as if the Creditor were absolute owner thereof (including, if necessary, causing
the Pledged Shares to be registered in the name of the Creditor or its nominee),
without demand of performance or other demand, advertisement or notice of any
kind to or upon the Pledgors and any such remedy may be exercised separately or
in combination and shall be in addition to and not in substitution for any other
rights the Creditor may have, however created. The Creditor shall not be bound
to exercise any such right or remedy, and the exercise of such rights and
remedies shall be without prejudice to the rights of the Creditor in respect of
the Obligations including the right to claim for any deficiency.

8.3                      The
Pledgors hereby irrevocably appoint the Creditor or its nominee (and any officer
thereof) as attorney of the Pledgors (with full power of substitution) to
exercise in the name of and on behalf of the Pledgors any of the Pledgors’
rights (including the right of disposal), title and interest in and to the
Pledged Shares including the execution, endorsement, delivery and transfer of
the Pledged Shares to the Creditor, its nominees or transferees, and the
Creditor and its nominees or transferees are hereby empowered to exercise all
rights and powers and to perform all acts of ownership with respect to the
Pledged Shares to the same extent as the Pledgors might do. The power of
attorney herein granted is in addition to, and not in substitution for, any
stock power of attorney delivered by the Pledgors and such powers of attorney
may be relied upon by the Creditor severally or in combination. All acts of any
such attorney are hereby ratified and approved, and such attorney shall not be
liable for any act, failure to act or other any other matter or thing in
connection therewith, except for its own negligence or wilful misconduct.

8.4                      Without
limiting the generality of the foregoing, the Pledgors hereby irrevocably
authorizes the Creditor at any time after this Share Pledge Agreement becomes
enforceable to register the Pledged Shares or any of them in the name of the
Creditor or its nominee in the absolute discretion of the Creditor.

8.5                     
The Creditor shall not be obliged to exhaust its recourse against the Pledgors,
or any other person or persons or against any other security it may hold in
respect of the Obligations before realizing upon or otherwise dealing with the
Pledged Shares in such manner as the Creditor may consider desirable.

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8.6                      The
Creditor may grant extensions or other indulgences, take and give up securities,
accept compositions, grant releases and discharges and otherwise deal with the
Pledgors and with other parties, sureties or securities as the Creditor may see
fit without prejudice to the Obligations or the rights of the Creditor in
respect of the Pledged Shares.

8.7                      Without
prejudice to the ability of the Creditor to dispose of the Pledged Shares in any
manner which is commercially reasonable, the Pledgors acknowledge that a
disposition of Pledged Shares by the Creditor which takes place substantially in
accordance with the following provisions shall be deemed to be commercially
reasonable:

	 	(a) 	
      Pledged Shares may be disposed in whole or in
  part;

	 	 	 
	 	(b) 	
      Pledged Shares may be disposed of by public sale, private
      contract or otherwise, with or without advertising and without any other
      formality;

	 	 	 
	 	(c) 	
      any purchaser of such Pledged Shares may be the Creditor
      or any parent, subsidiary, or affiliate of the Creditor, provided that
      such purchase is at fair market value

	 	 	 
	 	(d) 	
      any sale conducted by the Creditor shall be at such time
      and place, on such notice and in accordance with such procedures as the
      Creditor, in its sole discretion, may deem advantageous;

	 	 	 
	 	(f) 	
      a disposition of the Pledged Shares may be on such terms
      and condition as to credit or otherwise as the Creditor, in its sole
      discretion, may deem advantageous; and

	 	 	 
	 	(g) 	
      the Creditor may establish an upset or reserve bid or
      price in respect of the Pledged Shares.



8.8                      No
person dealing with the Creditor or its nominee or nominees or their agent or a
receiver shall be required:

	 	(a) 	
      to determine whether the Pledge has become
      enforceable;

	 	 	 
	 	(b) 	
      to determine whether the powers which the Creditor, its
      nominee or their agent is purporting to exercise have become
      exercisable;

	 	 	 
	 	(c) 	
      to determine whether any obligation remains due to the
      Creditor by the Pledgors;

	 	 	 
	 	(d) 	
      to determine the necessity or expediency of the
      stipulations and conditions subject to which any sale shall be
  made;

	 	 	 
	 	(e) 	
      to determine the propriety or regularity of any sale or
      of any other dealing by the Creditor or its nominee with the Pledged
      Shares; or

	 	 	 
	 	(f) 	
      to see to the application of any money paid to the
      Creditor.



8.9                     
Any purchaser of Pledged Shares from the Creditor shall hold the Pledged Shares
absolutely free from any claim or right of whatever kind, including any equity
of redemption, of the Pledgors, which they hereby specifically waive (to the
fullest extent permitted by law) as against any 

5




such purchaser, all rights of redemption, stay or appraisal
which the Pledgors have or may have under any rule of law or statute now
existing or hereafter adopted.

9.                      
 Representations and Warranties

9.1                      The
Pledgors do hereby represent, warrant and undertake to the Creditor that:

	 	(a) 	
      the Pledged Shares are now and will at all times be
      beneficially owned by the Pledgors free from any option, lien, charge,
      encumbrance, adverse claim or restriction of any kind;

	 	 	 
	 	(b) 	
      the execution and delivery of this Share Pledge Agreement
      has been duly authorized by all necessary action of the Pledgors and will
      not cause or constitute any breach or event of default under any provision
      of any trust deed, agreement or other instrument to which the Pledgors are
      a party or by which they are bound;

	 	 	 
	 	(c) 	
      all of the Pledged Shares are fully paid up and validly
      issued.



10.            
          Discharge

10.1                     The
Pledge shall be fully released and discharged upon, but only upon, payment in
full of the Loan and the Obligations.

10.2                     The
Creditor shall return to the Pledgors the share certificates and the power of
attorney upon a release and discharge of the Loan and the Obligations.

11.                      
Miscellaneous

11.1                    
No judgment recovered by the Creditor shall operate by way of merger of or in
any way affect the Pledge, which is in addition to and not in substitution for
any other security now or hereafter held by the Creditor in respect of the
Obligations.

11.2                    
No amendment, consent or waiver by the Creditor shall be effective unless made
in writing and signed by an authorized officer of the Creditor and then such
amendment, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.

11.3                     The
Pledgors shall from time to time, whether before or after the Pledge shall have
become enforceable, do all such acts and things and execute and deliver all such
deeds, transfers, assignments, and instruments as the Creditor may reasonably
require for protecting the Pledged Shares or perfecting the Pledge and for
exercising all powers, authorities, and discretions hereby conferred upon the
Creditor, and the Pledgors shall, from time to time after the Pledge has become
enforceable do all such acts and things and execute and deliver all such deeds,
transfers, assignments and instruments as the Creditor may require for
facilitating the sale of the Pledged Shares in connection with any realization
thereof.

11.4                     This
Share Pledge Agreement shall be binding upon the Pledgors and their successors
and assigns, and shall enure to the benefit of the Creditor and its respective
successors 

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and assigns. All rights of the Creditor hereunder shall be
assignable only after this Share Pledge Agreement has become enforceable by the
Creditor and in any action brought by an assignee to enforce any such rights,
the Pledgors shall not assert against such assignee any claim or defence which
the Pledgors now have or hereafter may have against the Creditor.

11.5                     The
division of this Share Pledge Agreement into articles, sections and subsections
and the insertion of headings are for convenience of reference only and shall
not affect the construction or interpretation thereof.

11.6                    
If any provision of this Share Pledge Agreement shall be deemed by any court of
competent jurisdiction to be invalid or void, the remaining provisions shall
remain in full force and effect.

11.7                     The
Pledgors acknowledge receipt of an executed copy of this Share Pledge Agreement
and waive all rights to receive from the Creditor a copy of any financing
statement, financing change statement or verification statement filed or created
at any time in respect of this Share Pledge Agreement.

11.8                     This
Share Pledge Agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario and of Canada applicable therein.

11.9                     Any
notice, statement, demand or request herein required or permitted to be given by
any party hereto to the other shall be in writing and shall be deemed to have
been sufficiently and effectually given if signed by or on behalf of the party
giving the notice and delivered by hand or telecopied (with original to follow
concurrently by mail) to:

	the Pledgors at: 	287 Kindersley Avenue 
	  	Montreal, Quebec H3R 1R6 
	 	 
	  	Fax No. 514-221-4786 
	 	 
	the Creditor at: 	110 Jardin Drive, Suite 13-14 
	  	Concord, Ontario L4K 2T7 
	 	 
	  	Fax No. 905.761.1095 


Any notice telecopied shall be deemed to be received when sent
and duly received during normal business hours at the office set forth above.
Any notice delivered by hand shall be deemed to be received when left during
nominal business hours at the office set forth above. Any party referred to
above shall be entitled to change its address or telecopier

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11.10                    This
Agreement has been prepared by Northwest Law Group acting solely on behalf of
the Creditor and the Pledgors acknowledge that they have been advised to obtain
independent legal advice.

IN WITNESS WHEREOF the parties hereto have caused this
Agreement to be duly executed and delivered as of the day and year first written
above.

	/s/ Sass M. Peress	 	/s/ Arlene Ades
	SASS M. PERESS 	 	ARLENE ADES 
	  	 	  
	  	 	  
	PERESS FAMILY TRUST 	 	  
	by its authorized signatory: 	 	  
	  	 	  
	  	 	  
	  	 	  
	 /s/ Sass
      M. Peress	 	/s/
      Joel Cohen 
	* 	 	JOEL COHEN 
	Trustee 	 	  
	  	 	  
	  	 	  
	FC FINANCIAL SERVICES INC. 	 	  
	by its authorized signatory: 	 	  
	  	 	  
	  	 	  
	  	 	  
	/s/ Taras Chebountchak
      	 	  
	Taras Chebountchak 	 	  
	President 	 	  


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