Filed by Automated Filing Services Inc. (604) 609-0244 - FC Financial Services Inc. - Exhibit 10.2






LOAN AGREEMENT

THIS AGREEMENT dated as of the 16 day of May, 2006.

BETWEEN:

ICP SOLAR TECHNOLOGIES
INC., of
7075 Place Robert-Joncas, Unit 131, Montreal, Quebec

Canada H4M 2Z2

(hereinafter called the
“Borrower”)

OF THE FIRST PART

AND:

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

(hereinafter called the “Lender”)

OF THE SECOND PART

WHEREAS:

A.                       
The Borrower has requested that the Lender lend $1,000,000 US to the
Borrower;

B.                       
The Lender has agreed to lend such sum to the Borrower subject to the terms and
upon the conditions hereinafter set forth.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in
consideration of the sum of $1.00 paid by each party to the other (the receipt
of which is hereby acknowledged) the parties hereto mutually covenant and agree
as follows:

1.                       
INTERPRETATION

1.1                    
Definitions. Where used herein or in any amendment hereto each of the
following words and phrases shall have the meanings set forth as follows:

	 	(a) 	
      “Agreement” means this Loan Agreement including the
      Schedules hereto together with any amendments hereof;

	 	 	 
	 	(b) 	
      “Event of Default” means any event set forth in paragraph
      5.1;

	 	 	 
	 	(c) 	
      “Loan” means the loan of $1,000,000 (US) to be made by
      the Lender to the Borrower in accordance with this
  Agreement;







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	 	(d) 	
      “Maturity Date” means the earlier of November 8, 2006 or
      90 days following the date of closing of the acquisition of ICP Solar
      Technologies Inc. by FC Financial Services Inc. pursuant to the Term sheet
      dated May 8, 2006; and

	 	 	 
	 	(e) 	
      “Principal Sum” means the sum of $1,000,000
  (US).



1.2                    
Number and Gender. Wherever the singular or the masculine are used herein
the same shall be deemed to include the plural or the feminine or the body
politic or corporate where the context or the parties so require.

1.3                    
Headings. The headings to the articles, paragraphs, subparagraphs or
clauses of this Agreement are inserted for convenience only and shall not affect
the construction hereof.

1.4                    
References. Unless otherwise stated a reference herein to a numbered or
lettered article, paragraph, subparagraph or clause refers to the article,
paragraph, subparagraph or clause bearing that number or letter in this
Agreement. A reference to this Agreement or herein means this Loan Agreement,
including the Schedules hereto, together with any amendments thereof.

1.5                    
Currency. All dollar amounts expressed herein refer to lawful currency of
the United States of America.

2.                      
TERMS OF LOAN

2.1                    
Loan and Repayment. The Lender hereby agrees to lend to the Borrower the
Principal Sum and the Borrower acknowledges receipt of the Principal Sum. The
Loan shall be repaid by the Borrower on the Maturity Date.

2.2                    
Interest. The Borrower shall pay interest at a rate of 10% per annum,
payable on the Maturity Date. After the occurrence of and during the continuance
of an event of default, the Borrower shall pay interest from the date of default
at the rate of 2% per month compounded monthly.

2.3                    
Promissory Note(s). The Loan payable on the Maturity Date shall be
evidenced by a promissory note executed by the Borrower in favour of the Lender
in the form attached hereto as Schedule “A” (the “Promissory Note”).




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3.                      
SECURITY

3.1                    
Security. To secure the repayment of the Loan and the payment of all
other monies due hereunder, Sass Peress, Peress Family Trust, Arlene Ades and
Joel Cohen (the “ICP Shareholders”) shall guarantee repayment pursuant to a
guarantee in the form attached hereto as Schedule B (the “Guarantee”) and to
secure such Guarantee will grant to the Lender a pledge of certain shares of the
Borrower in the form attached hereto as Schedule “C” (the “Share Pledge
Agreement”). The Lender’s recourse pursuant to the Guarantee shall be limited to
realization of the shares pledged pursuant to the Share Pledge Agreement and the
ICP Shareholders shall not be personally responsible for any deficiency under
the Guarantee or Share Pledge Agreement.

4.                     
 REPRESENTATIONS AND WARRANTIES

4.1                    
Representations. The Borrower represents and warrants to the Lender, and
acknowledges that the Lender is relying upon such representations and warranties
in entering into this Agreement, as follows:

	 	(a) 	
      this Agreement has been duly authorized by all required
      corporate action on the part of the Borrower;

	 	 	 
	 	(b) 	
      the Borrower has the capacity to enter into this
      Agreement, and the execution of this Agreement and the completion of the
      transactions contemplated hereby shall not be in violation of the
      certificate and articles of incorporation and by-laws of the Borrower or
      any agreement to which the Borrower is a party;

	 	 	 
	 	(c) 	
      there are 3,064,291 shares of common stock of the
      Borrower issued and outstanding as of the date hereof, and there are no
      other shares now outstanding; and

	 	 	 
	 	(d) 	
      there are no options, warrants or other securities,
      rights or obligations convertible into or exchangeable for, or giving any
      person any right to acquire, any shares of the Borrower
  outstanding.



5.                     
 EVENTS OF DEFAULT AND REMEDIES

5.1                    
Events of Default. Any one or more of the following events, whether or
not any such event shall be voluntary or involuntary or be effected by operation
of law or pursuant to or in compliance with any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body, shall constitute an Event of Default:




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	 	(a) 	
      if the Borrower defaults in the payment of any monies due
      under the Promissory Note as and when the same is due;

	 	 	 
	 	(b) 	
      if the Borrower defaults in the observance or performance
      of any other provision hereof;

	 	 	 
	 	(c) 	
      if an order is made or a resolution is passed or a
      petition is filed for the liquidation or winding-up of the Borrower;
    or

	 	 	 
	 	(d) 	
      if the Borrower commits an act of bankruptcy or makes a
      general assignment for the benefit of its creditors or otherwise
      acknowledges its insolvency.



5.2                    
Remedies Upon Default. Upon the occurrence of any Event of Default and at
any time thereafter, provided that the Borrower has not by then remedied such
Event of Default, the Lender may, in its discretion, by notice to the Borrower,
declare this Agreement to be in default. At any time thereafter, while the
Borrower shall not have remedied such Event of Default, the Lender, in its
discretion, may:

	 	(a) 	
      declare the Loan and other monies owing by the Borrower
      to the Lender hereunder to be immediately due and payable;

	 	 	 
	 	(b) 	
      demand payment from the Borrower and the ICP Shareholders
      and exercise any or all of its remedies under this Agreement the Guarantee
      and the Share Pledge Agreement.



5.3                    
Other Security. The rights and powers conferred by subparagraph 5.2 are
in addition to and not in substitution for the Guarantee, the Share Pledge
Agreement or any other security, which the Lender now or from time to time may
hold or take from the Borrower in relation to this Agreement.

5.4                    
Remedies Non-Exclusive. No remedy conferred on the Lender hereby or in
the Share Pledge Agreement is intended to be exclusive. Each and every remedy
shall be cumulative and shall be in addition to every other remedy given
hereunder or under the Guarantee and/or the Share Pledge Agreement or now or
hereafter existing at law or in equity or by statute or otherwise. The exercise
or commencement of exercise by the Lender of any one or more of such remedies
shall not preclude the simultaneous or later exercise by the Lender of any or
all other such remedies.

6.                     
 MISCELLANEOUS

6.1                    
Notices. Any notice required or permitted to be given under this
Agreement shall be in writing and may be given by delivering same or mailing
same by registered mail or sending same by telecopier or other similar form of
communication to the following addresses:




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	 	The Borrower: 	7075 Place Robert-Joncas, Unit 131 
	 	  	Montreal, Quebec 
	 		 Canada H4M 2Z2 
	 	  	  
	 	  	Telecopier No.: 514.270.3677 
	 	  	  
	 	  	  
	 	The Lender: 	110 Jardin Drive Suite 13-14 
	 	 	Concord, Ontario 
	 	  	Canada L4K 2T7 
	 	  	  
	 	  	Telecopier No.: 905.761.1095



Any notice so given shall:

	 	(a) 	
      if delivered, be deemed to have been given at the time of
      delivery;

	 	 	 
	 	(b) 	
      if mailed by registered mail, be deemed to have been
      given on the fifth business day after and excluding the day on which it
      was so mailed, but should there be, at the time of mailing or between the
      time of mailing and the deemed receipt of the notice, a mail strike,
      slowdown or other labour dispute which might affect the delivery of such
      notice by the mails, then such notice shall be only effective if actually
      delivered; and

	 	 	 
	 	(c) 	
      if sent by telecopier or other similar form of
      communication, be deemed to have been given or made on the first business
      day following the day on which it was sent.



Any party may give written notice of a change of address in the
aforesaid manner, in which event such notice shall thereafter be given to such
party as above provided at such changed address.

6.2                    
Amendments. Neither this Agreement nor any provision hereof may be
amended, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the amendment, waiver,
discharge or termination is sought.

6.3                    
Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto and supersedes all prior agreements and
undertakings, whether oral or written, pertaining to the subject matter
hereof.

6.4                    
Action on Business Day. If the date upon which any act or payment
hereunder is required to be done or made falls on a day which is not a business
day, then such act or payment shall be performed or made on the first business
day next following.

6.5                    
No Merger of Judgment. The taking of a judgment on any covenant contained
herein or on any covenant set forth in any other security for payment of any
indebtedness hereunder or performance of the obligations hereby secured shall
not 




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operate as a merger of any such covenant or affect the Lender’s
right to interest at the rate and times provided in this Agreement on any money
owing to the Lender under any covenant herein or therein set forth and such
judgment shall provide that interest thereon shall be calculated at the same
rate and in the same manner as herein provided until such judgment is fully paid
and satisfied.

6.6                    
Severability. If any one or more of the provisions of this Agreement
should be invalid, illegal or unenforceable in any respect in any jurisdiction,
the validity, legality or enforceability of such provision shall not in any way
be affected or impaired thereby in any other jurisdiction and the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.

6.7                    
Successors and Assigns. This Agreement shall enure to the benefit of and
be binding upon all parties hereto and their respective successors and assigns,
as the case may be.

6.8                    
Governing Law. This Agreement shall be governed by and be construed in
accordance with the laws of the Province of Ontario.

6.9                    
Time. Time is of the essence of this Agreement.

6.10                  
Consent to Jurisdiction

	 	(a) 	
      The Borrower hereby irrevocably submits to the
      jurisdiction of any Ontario court sitting in Toronto, Ontario, in any
      action or proceeding arising out of or relating to this Agreement, and
      hereby irrevocably agrees that all claims in respect of any such action or
      proceeding may be heard and determined in such Ontario court. The Borrower
      hereby irrevocably waives, to the fullest extent it may effectively do so,
      the defence of an inconvenient forum to the maintenance of such action or
      proceeding. The Borrower agrees that a final judgement in any such action
      or proceeding shall be conclusive and may be enforced in other
      jurisdictions by suit on the judgment or in any other manner provided by
      law.

	 	 	 
	 	(b) 	
      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 Borrower or its property in the courts of other
  jurisdictions.



6.11                  
Independent Legal Advice. This Agreement has been prepared by Northwest
Law Group acting solely on behalf of the Lender and the Borrower acknowledges
that it has been advised to obtain independent legal advice.




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6.12                  
Counterpart Execution. This Agreement may be executed in counterparts
which together shall form one and the same instrument.

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.

ICP SOLAR TECHNOLOGIES INC. 
by its authorized
signatory:

 

	/s/ Sass M. Peress	 
	Sass M. Peress 	 
	Chief Executive Officer 	 
	  	 
	  	 
	FC FINANCIAL SERVICES INC. 	 
	by its authorized signatory: 	 
	  	 
	/s/ Terry Chebountchak 	 
	Terry Chebountchak 	 
	President 	 







SCHEDULE “A”

PROMISSORY NOTE




SCHEDULE “B”

GUARANTEE




SCHEDULE “C”

SHARE PLEDGE AGREEMENT