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CONSULTANCY AGREEMENT executed at Montreal, Quebec, this 1st
day of March, 2006

|BETWEEN: | ICP Solar Technologies Inc., a corporation constituted
      under the laws of Canada, having its head office in the city of Montreal,
      Quebec, duly represented herein by Sass Peress, President & CEO, duly
      authorized to do so as he declares,
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                             
|         | (Hereinafter referred to as ICP
      or the Company)                                                                                                                                                                                                   
|
|
|

|AND: | 6100864 Canada Inc.a corporation constituted under
      the laws of Canada, having its head office in the city of Montreal, 
      Quebec, duly represented herein by Joel Cohen, President duly authorized
      to do so as he declares
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                           
|     | (Hereinafter referred to as the Consultant)                                                                                                                                                                                             
|
|
|

WHEREAS the Company wishes to
  retain the Consultant, hereby accepting, to provide certain services, on a consulting
  basis, on the terms and conditions set forth herein;

BOTH PARTIES HAVE AGREED AS FOLLOWS:

|1.  | TERM                                                                                                                                                                                                       
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                            
|1.1 | This Agreement has been entered into for a two year
      period of time commencing on March 1, 2006, the whole subject to the terms
      and conditions set out herein below.                            
|    |                                                                                                                                                                                                            
|2.  | SERVICES                                                                                                                                                                                                   
|    |                                                                                                                                                                                                            
|2.1 | The Company hereby retains the Consultant, who hereby
      agrees, to provide the services described in Schedule A (the
      Services).                                                                
|    |                                                                                                                                                                                                            
|2.2 | The Consultant shall use his best efforts, skill, energy
      and attention in the performance of the Services and shall perform same
      act in accordance with the usual practices and rules of
  art.

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|2.3 | In carrying out his duties hereunder, the Consultant
      shall interact and liaise with the CEO and executives of the
    Company.                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.4 | Throughout the term of this Agreement, the Consultant
      shall comply with all applicable requirements of law in the performance of
      the Services and shall obtain and continue to hold, at his own expense,
      all permits, registrations and other authorizations required to permit the
      Consultant to provide the Services in compliance with the provisions
      hereof.                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.5 | The Consultant is an independent contractor. No relation
      of subordination exists between the Consultant and the Company and the
      Consultant is not and will not become or be considered an employee of the
      Company.                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.6 | The Consultant shall not represent himself to be an
      agent, mandatory or employee of the Company or to be related to the
      Company, other than as an independent contractor or consultant of the
      Company in accordance with the terms hereof. The Consultant shall have no
      authority to bind the Company, nor to enter into any contracts or
      agreements on behalf of the Company, and any such contracts or agreements
      entered into by the Consultant, shall be the sole and entire
      responsibility of the Consultant.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.7 | This Agreement is non-exclusive for both parties. Subject
      to the provisions of this Agreement, the Company may engage other
      consultants to provide the same services as the Consultant and the
      Consultant shall be free to provide consulting services to other
      parties.                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.8 | The Consultant hereby warrants and represents that none
      of his commitments or obligations to any other client shall preclude him
      from entering into this Agreement or from performing the
Services                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.9 | The Consultant will not originate any publicity, news
      releases or other public announcements of any nature regarding the
      Company, whether written or oral, without the prior written consent of the
      Company.                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.  | COMPENSATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.1 | In consideration of the Services performed by the
      Consultant hereunder, the Company agrees to pay to the Consultant a
      consulting fee in the amount of $8,000 per month plus all applicable GST
      and PST payable in respect of such fee (the Fee). The Fee shall be paid
      to the Consultant, in lawful currency of Canada, on the 15 day of every
      month following service.                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.2 | The Consultant covenants and agrees that he shall solely
      be responsible for the payment, deduction and remittance of any and all
      taxes, fees, charges, contributions, assessments, interest and/or
      penalties of whatever nature or kind, including without restriction,
      income taxes, sales taxes and goods and
services                                                                                                                                                                                                            

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taxes, in respect of the payment of the
consulting fees and any other benefits hereunder.

|3.3 | The Company agrees to grant to the Consultant options, to
      acquire the common stock of the Company under the same terms and
      conditions as the employee stock option plan which the Company plans to
      institute in the near future.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                   
|3.4 | The Company shall arrange and pay for the Consultants
      travel when same is required for the Consultant to perform his duties in
      accordance with Schedule A of this Agreement.                                                         
|    |                                                                                                                                                                                                                                                   
|3.5 | The Company agrees to indemnify the Consultant in
      accordance with the provisions of its by-laws, as such provisions may be
      expanded from time to time.                                                                                

|4.  | LIABILITY                                                                                 
|--- | ------------------------------------------------------------------------------------------
|    |                                                                                           
|4.1 | The Consultant undertakes to indemnify, and save harmless
      the Company in respect of:

| | (a) | Any claim, charge, tax, penalty, interest, fine,
      assessment or demand by any statutory body of any country or province for
      any withholdings, charge, tax, assessment, contribution, fee, deduction or
      amount which, according to said entities, ought to have been paid or
      withheld on or in respect of any amount paid under the present
      Agreement.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | CONFIDENTIALITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Consultant acknowledges that, in the course of his
      consulting with the Company and previously with ICP, he had and will
      continue to have access to and be entrusted with confidential and
      proprietary information and trade secrets of or relating to the Company,
      which information is not part of the public domain, and which the Company
      has a legitimate interest in protecting. Such information and trade
      secrets include, but are not be limited to the following:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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| | (c) | the identity of the Companys employees, the list(s) of
      employees of any Member of the Company, the salary, remuneration, other
      employment benefits and/or training provided to such employees;                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                   
| | (d) | any information concerning the actual or planned
      creation, production, development, marketing, sale, distribution and/or
      licensing of any products or services by the Company or any Member
      thereof;                                                                            
| |     |                                                                                                                                                                                                                                                                                                   
| | (e) | any technique, process, method of doing business, or
      sales, marketing, product development or business plans or strategies,
      surveys, designs, inventions or other intellectual property of the Company
      or any Member thereof, including all antecedent derivative works;
    and
| |     |                                                                                                                                                                                                                                                                                                   
| | (f) | any information concerning the financial affairs of the
      Company or any Member thereof and any negotiations, licensing or other
      business agreements between any Member of the Company and third
      parties.                                                                         

(hereinafter referred to collectively
as Confidential Information). The Consultant acknowledges and agrees that the
foregoing are only examples of the types of trade secrets, confidential and
proprietary information that will be made known to him by reason of his
consulting with the Company, and are not to be construed as an exhaustive list
of such information. It is also understood that the term Confidential
Information does not include information which is or becomes generally known to
the public without any breach by the Consultant of his obligations hereunder or
any fault on the part of the Consultant or which is already in the possession of
the Consultant at the time of disclosure to the Consultant by the Company.

The Consultant covenants and agrees
that, during the term of the present Agreement, and at all times subsequent to
the termination of such Agreement, for whatever reason, whether voluntary or
involuntary, he shall not, directly or indirectly, in any manner or for any
purpose whatsoever, except for the business purposes of the Company and as may
be reasonably required in the normal and loyal performance of his consulting
duties hereunder or unless and to the extent he is specifically required to do
so by Court order, use, copy or reproduce or allow to be used, copied or
reproduced any Confidential Information or disclose, transmit, transfer or
communicate or allow to be disclosed, transmitted, transferred or communicated
any Confidential Information to any person, firm, business, corporation,
partnership, joint venture, syndicate, association, governmental organization or
authority, or any other type of entity or group, endowed or not with juridical
personality.

The Consultant acknowledges and agrees
that the Confidential Information, and all materials, documents, files and
records relating thereto, are and shall remain the exclusive property of the
Company and the other members of the Company, as the case may be.

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The Consultant covenants and agrees
that, upon the request of the Company and, in any event, upon the termination of
the present Agreement, for whatever reason, whether voluntary or involuntary, he
will return to the Company immediately, without making or keeping any copies or
reproductions thereof, in whatever form, all Confidential Information, however
captured, stored or recorded, as well as all materials, documents, files,
records, diskettes, notebooks, and other property of the Corporation which are
in his possession, or under his custody or control.

|6. | **INTELLECTUAL
      PROPERTY**
|-- | -------------------------------
|   |                                
|   | (a)                            
|   |                                
|   | (b)                            

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| | (c) | The Consultant shall promptly inform and disclose to the
      Company all inventions, improvements, processes, applications, data and/or
      other information made, conceived and/or compiled by him in connection
      with the Services during the term of this
Agreement.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|7.  | NON-COMPETITION AND NON-SOLICITATION
      COVENANTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.1 | The Consultant expressly covenants and agrees that,
      during the term of the present Agreement and for a period of twelve (12)
      months from the date on which such Agreement terminates, for whatever
      reason, whether voluntary or involuntary, he will not, directly or
      indirectly:                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.2 | In the event that in any legal proceedings before a
      competent tribunal in any jurisdiction, it is determined that either of
      Sub-sections a), b), c) or d) of Section 7.1 above, or any part of the
      said Sub-sections, is invalid with respect to any particular transaction,
      that Sub-section or part thereof shall be deemed to be severed from this
      Agreement for the purposes only of the particular legal proceedings in
      question, and the said Sub-section shall, in every other respect, continue
      in full force and effect.

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|8.   | VIOLATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|8.1  | The Consultant hereby agrees that the restrictions in the
      foregoing sections and paragraphs are reasonable and necessary in order to
      permit the Company to adequately protect its legitimate interests and
      competitive position in the marketplace.                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|8.2  | The Consultant acknowledges that, in the event of any
      breach by him of any of his obligations under sections 5, 6 and 7 above,
      such breach shall cause the Company serious and irreparable harm and that
      injunctive relief will be necessary in such event, without prejudice to
      any other recourses or remedies available to the Company.                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9.   | GENERAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9.1  | The Consultant acknowledges that this Agreement is a
      contract by mutual agreement which has been negotiated and discussed
      between the parties and entered into as a result thereof.                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9.2  | Each and every term, condition and provision of this
      Agreement is and shall be severable one from the other, and in the event
      that any term, condition or provision hereof is at any time declared by a
      court of competent jurisdiction to be void, invalid or unenforceable, same
      shall not extend to invalidate, make void or make unenforceable any
      condition or provision of this Agreement, and such term, condition or
      provision so declared to be void, invalid or unenforceable shall be
      severed from the rest of this Agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9.3  | The terms of the present Agreement may in the future be
      amended, but only by a written document which is signed by both the
      Consultant and, on behalf of the Company, by a duly authorized officer. No
      waiver of any breach of any provision of this Agreement shall be effective
      or binding unless made in writing and signed by the party purporting to
      give the same and, unless otherwise provided in the written waiver, shall
      be limited to the specific breach waived.                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9.6  | This Agreement shall be binding upon and shall enure to
      the benefit of the parties hereto, their respective successors, legal
      representatives and permitted assigns.                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.  | TERMINATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.1 | Subject to Sections 10.2 and 10.3 below, either party may
      terminate this Agreement by giving to the other twelve (12) months prior
      written notice. If this Agreement is terminated by the Consultant under
      this Section 10.1, the Company shall retain the right to waive such
      notice, in whole or in part. If the Company terminates this Agreement in
      accordance with this Section 10.1, it may, instead of providing such
      notice, provide the Consultant with an indemnity representing
  the                                              

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amount of consulting fees that would
have been paid during the notice period, or with a combination of notice and
indemnity covering the same period.

|10.2 | Notwithstanding the provisions of Section 10.1 above, the
      Company may terminate this Agreement at any time for cause, without prior
      notice or any indemnity in lieu thereof. For the purposes of this Section
      10.2, the term cause shall include, but shall not be limited to, the
      Consultants inability to provide the Services, dishonesty, theft,
      conviction for a felony or crime of moral turpitude, a material breach of
      this Agreement, and the Consultants failure to perform the Services as
      required by this Agreement or his failure to correct such deficiency
      within thirty (30) days written notice to such effect from the
      Company;
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.3 | Upon any termination of this Agreement, whether by the
      Consultant or the Company:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

|11.  | APPLICABLE LAW                                                                                         
|---- | -------------------------------------------------------------------------------------------------------
|     |                                                                                                        
|11.1 | This Agreement shall be governed and construed in
      accordance with the laws of Province of Quebec.
|     |                                                                                                        
|12.  | NOTICE                                                                                                 
|     |                                                                                                        
|12.1 | The addresses of the parties for notice purposes are as
      follows :                                

| | ICP SOLAR TECHNOLOGIES INC.       
| | ----------------------------------
| | 7075 Place Robert-Joncas, Unit 131
| | Montreal, Quebec                  
| | H4M 2Z2                           
| |                                   
| | Attention:                        
| |                                   
| |                                   
| | 6100864 Canada Inc.               

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19 Le Royer West Suite
304Montreal, Quebc H2Y 1W4

Attention: Joel Cohen, President

Or such other address as may be given
by either party to the other in writing from time to time, all notices shall be
sent by registered mail postage prepaid or by personal delivery;

|13.  | LANGUAGE                                                                                                                                                     
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                              
|13.1 | La présente convention a été rédigée en anglais à la
      demande des parties. This agreement has been drawn in English at the
      request of all parties.

IN WITNESS WHEREOF the parties have duly signed this Agreement
in two (2) counterparts on the 1 day of March 2006.

ICP SOLAR TECHNOLOGIES INC.

/s/ Sass
Peress_____________________________Per: Sass Peress

6100864 Canada Inc.

/s/ Joel
Cohen_____________________________Per :Joel Cohen

SCHEDULE A

THE SERVICES

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> The Consultant agrees to perform the following services:
>   Assist in strategic financial planning
>     Oversee general corporate governance
>     Oversee general accounting
>     Oversee the preparation of budgets and financial statements
>     Assist in financial statement audits
>     Oversee the preparation of and filing of regulatory documents for the
>       Company

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