Filed by Automated Filing Services Inc. (604) 609-0244 - FC Financial Services Inc. - Exhibit 10.1






TERM SHEET

May 8, 2006

This will confirm the terms upon which FC Financial Services
Inc. (“FC”) is prepared to acquire 100% of the issued and outstanding shares of
ICP Solar Technologies Inc. (“ICP”) via an exchangeable share structure:


  	Acquisition Terms: 	
        In exchange for 100% of the issued and outstanding shares
      of ICP, FC will: (i) issue 20,000,000 shares of common stock, par value
      $0.00001 per share (the “FC Shares”), to a trustee nominated by the
      stockholders of ICP, (ii) incorporate a 100% wholly owned Canadian
      subsidiary (“Exchangeco”) that will acquire 100% of the issued and
      outstanding shares of ICP in exchange for an equal number of exchangeable
      shares in Exchangeco, each exchangeable into one FC share of FC held in
      trust (the “Acquisition”). The FC Shares will be issued in reliance of
      registration and prospectus exemptions under applicable Canadian and U.S.
      securities laws. FC will issue a non offering Canadian prospectus. FC will
      cooperate to implement an exchangeable share structure or other tax
      friendly structures advised by tax counsel of the Vendors, provided that
      this does not require FC to issue any more than 20,000,000 FC shares
    

	Cancellation of 

        Control Position: 	
        Concurrent with the Closing of the Acquisition, the
      holders of 24,222,750 restricted shares of FC will agree to surrender
      those shares for cancellation. 

	Management of the 

        Combined
      Company: 	
        Following the Acquisition, Taras Chebountchak will remain
      as a director of FC for one year. All other members of the Board of
      Directors will be persons nominated by the Sass Peress. The parties will
      enter into a voting agreement to ensure board composition. FC will engage
      a chief financial officer having experience with public companies.
  

	Bridge Loan: 	
        FC will provide a bridge loan of $1,000,000 US to ICP
      within five business days of the execution of this term sheet. The ICP
      shareholders shall pledge all of their ICP shares as security for the
      bridge loan. Upon closing of the Acquisition, the bridge loan shall
      convert into equity at US$1 per share. In the event that ICP and FC do not
      close within 90 days of the execution of this term sheet, then the loan
      would be repayable by ICP to FC within 90 days. 

	Financing: 	
        Closing of the Acquisition will be subject to FC
      completing a financing of 5,000,000 units at $1.00 US per unit, with each
      unit consisting of one share of common stock and one share purchase
      warrant exercisable to purchase an additional share of common stock at a
      price of $1.00 US per share for a period of 18 months from closing of the
      financing. The investors purchasing the financing will be granted
      registration rights with respect to the shares comprising the units and
      the shares to be issued on exercise of the warrants. FC will file a
      registration statement on Form SB-2 under the Securities Act of 1933
      forthwith on Closing of the financing to be effective within 6 months of
      closing. FC to have the option to structure as convertible note offering.
      

	Use of Proceeds

        from Financing: 	
        ICP will provide the proposed use of proceeds for the
      funds to be received by it prior to execution of a formal agreement.
    

	Finders Fees: 	
        No finders fees will be payable to anyone in respect of
      the transactions described herein. 

	Formal Agreement: 	
        The formal agreements which include a share exchange
      agreement, a support agreement and an exchange and voting trust agreement
      will be prepared by counsel for FC and reviewed by counsel for ICP with
      all sections and documents referring to the exchangeable share structure
      being prepared by counsel for ICP and reviewed by counsel.for FC. The
      formal agreements will contain, amongst other terms and conditions,
      customary terms and conditions including conditions of closing related to
      completion of due diligence and delivery of financial statements.
  

	Share Structure: 	
        After completion of above, the share structure will be as
      follows: 










  	 	a)	Current
        outstanding shares of FC 30,722,750 [consisting of 25,000,000 restricted
        (control block) and 5,722,750 free trading (public float)]. 	30,722,750	 
	  	b) 	Minus control block to be cancelled. 	(24,222,750) 	  
	 
      	c) 	Plus shares to be issued for ICP. 	20,000,000 	 
      
	  	d) 	Plus shares to be issued in financing. 	5,000,000 	  
	 
      	  	       Total Outstanding
        at Closing. 	31,500,000 	 
      
	  	  	       Exercise of warrants. 	5,000,000 	  
	 
      	  	       Total (fully
        diluted): 	36,500,000 	 
      
	 
      	  	  	  	  
	Financing
        to ICP: 	a) 	Bridge Loan within 5 days of signing agreement.
      	$1,000,000 	 
      
	  	b) 	On Closing 	4,000,000 	  
	 
      	c) 	On exercise of warrants (18 months) 	5,000,000
      	 
      
	  	  	       Total Financing: 	$10,000,000 	  
	 
      	 
      	  	 
      	 
      
	Breakdown of 	  	  	Common 	Percentage 
	Shareholdings
        on 	ICP Group: 	20,000,000 	63.49%
      
	Closing: 	Public Float: 	5,722,750 	18.17% 
	 
      	Taras Chebountchak 	777,250 	2.47%
      
	  	Financing: 	5,000,000 	15.87% 
	 
      	 
      	 
             Total Shares Outstanding: 	31,500,000
      	100.00%
      



If the foregoing is in accordance with your understanding,
please sign where indicated below and this Term Sheet will serve as a letter of
intent.

FC FINANCIAL SERVICES INC.

	Per: 	/s/
      Taras Chebountchak 	 
	 	Taras Chebountchak 	 
	 	President and CEO 	 


AGREED AND ACCEPTED by the undersigned shareholders of
ICP representing 100% of the issued and outstanding shares of ICP:

	/s/ Sass Peress 	 	/s/ Sass Peress  
	NAME: Sass Peress
    	 	NAME:
      Peress Family Trust 
	Number of Shares: 3,059,441 	 	Number of Shares: 4,000 
	  	 	  
	  	 	  
	  	 	  
	/s/ Arlene Ades 	 	/s/ Joel Cohen
      
	NAME: Arlene Ades 	 	NAME: Joel Cohen 
	Number of Shares: 531 	 	Number of Shares: 319 
	4450\05-ICP Solar Acquisition\Term Sheet_2006-05-01.v4.doc