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| | RBCRoyal Bank |                                    
| | ------------- | -----------------------------------
| |               |                                    
| |               |                                    
| |               | Royal Bank of Canada               
| |               | St. Laurent Business Banking Centre
| |               | 3900 Cöte-Vertu, Suite 101         
| |               | 5t. Laurent, QC  H4R 1V4           
| |               | Tel.: 514 856.8600                 
| |               | Fax: 514 856.8655                  

May 6, 2005

**Private and Confidential**

ICP GLOBAL TECHNOLOGIES INC. 6995 Jeanne Mance Montreal
(Qc) H3N 1W5

Dear Sirs;

We are pleased to offer the credit facilities described below
  (the "Credit Facilities"), subject to the following terms and conditions.

**DEFINITIONS AND SCHEDULES**The
attached schedules are incorporated into this agreement by reference Schedule
"A" contains definitions of capitalized terms used and not otherwise defined in
this agreement. Unless otherwise provided, all dollar amounts are in
Canadian currency and accounting terms are to be interpreted in accordance with
GAAP.

|**BORROWER**                 |                 
|---------------------------- | ----------------
|ICP Global Technologies Inc. | (the "Borrower")
|                             |                 
|**LENDER**                   |                 
|Royal Bank of Canada         | (the "Bank")    

**CREDIT FACILITIES**Facility (10): $ 2
000 000 &/or US$ equivalent Revolving Demand Facility, by way of:

(a)         RBP based
loans ("**RBP Loans**");(b)   
     RBUSBR based loans in US currency ("**RBUSBR
Loans**"); 
  (c)         Bankers' Acceptances (**"BAs"**);
  
  (d)  
      Letters of Credit Canadian currency and/or US
currency ("**LCs**");

Each use of the Credit Facilities is a "**Borrowing**"
  and all such usages outstanding at anytime are "**Borrowings**".
  Schedule "C" contains terms and conditions applicable to Borrowings made otherwise
  than by way of RBP Loans or RBUSBR Loans which must be complied with.

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|Page2
|-----
|     

**FEF CONTRACTS**At the Borrower's
request the Bank may enter into Foreign Exchange Forward Contracts ("**FEF
Contracts**") with the Borrower from time to time. The Bank makes no
commitment to enter into any FEF Contract and may at any time in its sole
discretion decline to enter into any FEF Contract. FEF Contracts will be
governed by the terms and conditions set forth in the FEF Contracts Schedule
attached hereto.

**TERMS OF OTHER FACILITIES**The Credit Facilities are in addition to the following:

| | (a) | corporate VISA to a maximum amount of $ 100 000 which is
        governed by this agreement and separate agreements between the Borrower
        and the Bank.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

In the event of conflict between this agreement and any separate
  agreement delivered in connection with any such other facilities, the terms
  of such separate agreement shall govern.

**PURPOSE**Facility (10)Finance general operating requirements.

**AVAILABILITY**Facility
(10)The Borrower may borrow, convert, repay and reborrow up to the
amount of this revolving facility, provided:

| | (a) |       | the aggregate Borrowings outstanding under this facility
        (including, without limitation and all LCs ) must not exceed at any time
        the aggregate of the following, less Potential Prior-Ranking Claims (the
        "**Borrowing Limit**"):
| | --- | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |       |                                                                                                                                                                                                                                                           
| |     | (i)   | 75% of Good Accounts Receivable (US and Canadian) not
      insured by EDC, as well as the portion that exceeds the limits established
      by EDC; and                                                                                                  
| |     |       |                                                                                                                                                                                                                                                           
| |     | (ii)  | 90% of Good Accounts Receivable insured by EDC and within
      the limits established by EDC; and                                                                                                                                                        
| |     |       |                                                                                                                                                                                                                                                           
| |     | (iii) | 65% of the value of the Borrower's good Foreign accounts
        receivable (Australia, Belgium, Italy, Germany and United Kingdom) not
        insured by EDC, as well as the portion that exceeds the limits established
        by EDC; and            
| |     |       |                                                                                                                                                                                                                                                           
| |     | (iv)  | 33% of the lesser of cost or net realizable value of
      Unencumbered Inventory (finished goods), to a maximum of $ 500 000;                                                                                                                            
| |     |       |                                                                                                                                                                                                                                                           
| | (b) |       | this facility is made available at the sole discretion
        of the Bank and the Bank may cancel or restrict availability of any unutilized
        portion of this facility at any time and from time to time without notice
        or demand.        

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**REPAYMENT**Facility
(10)
  Borrowings under this facility are expected to revolve with operating requirements.
  Notwithstanding compliance with the covenants and all other terms and conditions
  of this agreement,and regardless of the maturities of any outstanding instruments
  or contracts, Borrowings under this facility are repayable on demand and the
  Bank may terminate this facility at any time, without notice or demand.

Upon demand or termination, the Borrower shall pay to the Bank
  all Borrowings outstanding under this facility including, without limitation,
  an amount equal to the aggregate of the face amounts of all BAs and LCs which
  are unmatured or unexpired, which amount shall be held by the Bank as security
  for the Borrower's obligations to the Bank in respect of such instruments or
  contracts. The Bank may enforce its rights to realize upon its security and
  retain an amount sufficient to secure the Bank for the Borrower's obligations
  to the Bank in respect of such instruments or contracts.

|**INTEREST RATES AND FEES**
|---------------------------
|Facility (10)              
|RBP Loans:                 
|RBUSBR Loans:              
|BAs:                       
|LCs:                       

Arrangement FeeAn arrangement fee of $ 5 000 is
payable by the Borrower upon acceptance of this agreement. This fee is
non-refundable and is deemed to be earned by the Bank upon acceptance of this
agreement, to compensate for time, effort and expense incurred by the Bank in
approving these facilities.

Revolvement FeeAn administration fee of $ 25 per
month, for revolving RBP Loans and RBUSBR Loans under Facility(1) is payable
monthly.

Borrowing Limit Calculation FeeAdministration fees
of $ 200 per month are payable monthly.

**CALCULATION AND PAYMENT OF INTEREST AND FEES**RBP Loans and RBUSBR Loans
  The Borrower shall pay interest on each RBP Loan and RBUSBR Loan, monthly in
  arrears, on the 21th day of each month. Such interest will be calculated monthly
  and will accrue daily on the basis of the actual number of days elapsed and
  a year of 365 days. Interest on RBUSBR Loans shall be paid in US currency.

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LC FeesThe Borrower shall pay an LC fee on the date of any payment made by the
  Bank pursuant to a drawing under any LC calculated on the amount drawn, based
  upon the number of days the LC was outstanding and a year of 365 days. If the
  total amount available under any LC has not been drawn prior to the expiry of
  such LC, the Borrower shall pay an LC fee calculated on the undrawn portion
  of such LC on the expiry date thereof, based upon the number of days the LC
  was outstanding and a year of 365 days.

BAsThe Borrower shall pay an acceptance fee in advance on the date of issue
  of each BA at the applicable rate provided for in this agreement. Acceptance
  fees shall be calculated on the face amount of the BA issued and based upon
  the number of days in the term thereof and a year of 365 days.

Limit on InterestThe Borrower shall not be obligated
to pay any interest, fees or costs under or in connection with this agreement in
excess of what is permitted by law.

Overdue PaymentsAny amount that is not paid when due hereunder shall, unless interest is
  otherwise payable in respect thereof in accordance with the terms of this agreement
  or the instrument or contract governing same, bear interest until paid at the
  rate of RBP plus 5% per annum or, in the case of an amount in US currency, RBUSBR
  plus 5% per annum.

Equivalent Yearly RatesThe annual rates of interest
or fees to which the rates calculated in accordance with this agreement are
equivalent, are the rates so calculated multiplied by the actual number of days
in the calendar year rn which such calculation is made and divided by 365 or, in
the case of Libor Loans,divided by 360.

Time and Place of PaymentAmounts payable by the
Borrower hereunder shall be paid at the Branch of Account in the applicable
currency. Amounts due on a day other than a Business Day shall be deemed to be
due on the Business Day next following such day. Interest and fees payable under
this agreement are payable both before and after any or all of default, maturity
date, demand and judgement.

**EXCHANGE RATE FLUCTUATIONS**If, for any reason, the amount of Borrowings outstanding under
  any facility, when converted to the Equivalent Amount in Canadian currency,
  exceeds the amount available under such facility, the Borrower shall immediately
  repay such excess or shall secure such excess to the satisfaction of the Bank.

**INCREASED COSTS**The Borrower shall
reimburse the Bank for any additional cost or reduction in income arising as a
result of (i) the imposition of, or increase in, taxes on payments due to the
Bank hereunder (other than taxes on the overall net income of the Bank), (ii)
the imposition of, or increase in, any

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reserve or other similar requirement, (iii) the imposition of,
or change in, any other condition affecting the Credit Facilities imposed by any
applicable law or the interpretation thereof.

**EVIDENCE OF INDEBTEDNESS**The Bank
shall open and maintain at the Branch of Account accounts and records evidencing
the Borrowings made available to the Borrower by the Bank under this agreement.
The Bank shall record the principal amount of each Borrowing, the payment of
principal and interest and all other amounts becoming due to the Bank under this
agreement.

The Bank's accounts and records constitute, in the absence of
  manifest error, conclusive evidence of the indebtedness of the Borrower to the
  Bank pursuant to this agreement.

The Borrower authorizes and directs the Bank to automatically
debit, by mechanical, electronic or manual means, any bank account of the
Borrower for all amounts payable by the Borrower to the Bank pursuant to this
agreement.

**GENERAL ACCOUNT**The Borrower shall
establish a current account with the Bank (the "General Account") for the
conduct of the Borrower's day to day banking business. If the balance in the
General Account:

| | (a) | is a credit, the Bank may apply, at any time in its
      discretion,the amount of such credit or part thereof, rounded to the
      nearest $ 5 000, as a repayment of  Borrowings outstanding by way of
      RBP Loans under Facility (10), or                   
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                     
| | (b) | is a debit, the Bank may, subject to availability, make
      available a Borrowing by way of an RBP Loan under Facility (10) in an
      amount, rounded to the nearest $ 5 000, as is required to place the
      General Account at not less than a zero balance.

**CONDITIONS PRECEDENT**The
availability of any Borrowing is conditional upon the receipt of:

| | (a) | a duly executed copy of this agreement;                                                                                                                                                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                              
| | (b) | a Audited financial statement of the Borrower as at
      January 31, 2005 revealing no major changes from the DRAFT received;                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                              
| | (c) | a confirmation of  EDC insurance policy, reflecting
      RBC as the beneficiary;                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                              
| | (d) | a confirmation of assets declared on the Personal
      Statement of affairs of Sassoon Peress;                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                              
| | (e) | the security provided for herein, in form and substance
      satisfactory to the Bank, registered as required to perfect and maintain
      the security created thereby and such certificates, authorizations,
      resolutions and legal opinions as the Bank may reasonably require; and
| |     |                                                                                                                                                                                                                                                                                              
| | (f) | such financial and other information or documents relating
        to the Borrower or Guarantor as the Bank may reasonably require.                                                                                                                                                          

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**SECURITY**Security for the Borrowings
and all other obligations of the Borrower to the Bank shall include:

|(a) | Assignment by the Borrower under Section 427 of the Bank
      Act (Canada) covering raw materials, goods in process and finished
      products;                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                       
|(b) | Moveable hypothec on universalities on the Bank's form
      890 signed by the Borrower constituting a first ranking security interest
      in the universality of assets of the Borrower;                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                       
|(c) | Surety ship and subordination of claim on the Bank's form
        813 in the amount of $ 400 000 signed by Sassoon Maurice Peress (This
        guarantee will be in force only when borrowings exceed $ 500 000. In addition
        this guarantee will be annulled upon the substitution of cash collateral
        (held in the name of 4245466 Canada Inc.) following the sale of the client's
        building);
|    |                                                                                                                                                                                                                                                                                                                                                                                                                       
|(d) | Suretyship and subordination of claim on the Bank's form
      813 in the amount of $ 400 000 signed by 4245466 Canada Inc., supported by
      a moveable hypothec on universalities on the Bank's form 890 constituting
      a first Guarantee Certificate Investment of 4245466 Canada Inc.:                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                       
|(e) | Subordination of claims on the Bank's form 919 signed by
      ICP Solar Technologies Inc.;                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                       
|(f) | Subordination of claims on the Bank's form 919 signed by
        4245466 Canada Inc.                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                       
|(g) | Commitment letter giving consent to RBC Royal Bank to
      obtain information from government authorities about prior ranking claims;                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                       
|(h) | UCC Uniform Commercial Code;                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                       
|(i) | General coverage from Export Development Canada (EDC),
      assigned in favour of the Bank.                                                                                                                                                                                                                                                                                                                          

**REPRESENTATIONS AND WARRANTIES**Each
of the Borrower and Guarantor represents and warrants to the Bank which
representations and warranties are deemed to be repeated as at the time of each
Borrowing hereunder that:

| | (a) | it is a corporation duly incorporated, validly existing
        and duly registered or qualified to carry on business in the Province
        of Quebec;                                                                                                             
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                      
| | (b) | the execution, delivery and performance by it of this
      agreement have been duly authorized by all necessary actions and do not
      violate its constating documents or any Applicable Laws or agreements to
      which it is subject or by which it is bound;
| |     |                                                                                                                                                                                                                                                                      
| | (c) | no event has occurred which constitutes, or which, with
      notice, lapse of time, or both, would constitute a breach of any covenant
      or other term or condition of this agreement or any security agreement
      given in connection therewith.            

**REPORTING COVENANTS**The Borrower covenants and agrees with the Bank, while this agreement
  is in effect, to provide the Bank with:

| | (a) | monthly Statement of Borrowing Limit, substantially in
      the form 1398 or
| | --- | -----------------------------------------------------------------------------

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| |     | Statement titled "Information required to calculated
      ending Value", within 30 days of each month end;                         
| | --- | ------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                     
| | (b) | quarterly in-house financial statements for the Borrower,
      within 30 days of each quarter end;                                 
| |     |                                                                                                                                     
| | (c) | annual audited financial statements for the Borrower,
      within 120 days of each fiscal year end;                                
| |     |                                                                                                                                     
| | (d) | annual consolidated financial statements for the ICP Group,
        within 120 days of each fiscal year end;                        
| |     |                                                                                                                                     
| | (e) | annual non consolidated financial statements for each of
      the operating companies, within 120 days of each fiscal year end;    
| |     |                                                                                                                                     
| | (f) | annual compiled financial statements for the ICP Solar
      Technologies Inc., within 120 days of each fiscal year end;            
| |     |                                                                                                                                     
| | (g) | Updated Personal Statement of Affairs to be provided
      annually by all guarantors, or at the discretion of the bank, biennially;
| |     |                                                                                                                                     
| | (h) | such other financial and operating statements and reports
      as and when the Bank may reasonably require.                        

**GENERAL COVENANTS**Each of the
Borrower and Guarantor covenants and agrees with the Bank, while this agreement
is in effect:

| | (a) | to pay all sums of money when due by it under this agreement;                                                                                                                                                                                                                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                     
| | (b) | to provide the Bank with prompt written notice of any
      event which constitutes, or which, with notice, lapse of time, or both,
      would constitute a breach of any covenant or other term or condition of
      this agreement or any security agreement given in connection therewith;                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                     
| | (c) | to give the Bank 30 days prior written notice of any intended
        change in the ownership of its shares and not to consent to or facilitate
        a change in the ownership of  its shares without the prior written
        consent of the Bank;                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                     
| | (d) | to keep its assets fully insured against such perils and
      in such manner as would be customarily insured by companies carrying on a
      similar business or owning similar assets;                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                     
| | (e) | to file all material tax returns which are to be filed
        by it from time to time, to pay or make provision for payment of all taxes(including
        interest and penalties)and Potential Prior-Ranking Claims when due,and
        to provide adequate reserves for the payment of any tax, the payment of
        which is being contested;
| |     |                                                                                                                                                                                                                                                                                                                                                     
| | (f) | to comply in all material respects with all Applicable
      Laws including, without limitation, all Environmental Laws:                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                     
| | (g) | not to, without the prior written consent of the Bank,
      grant, create, assume or suffer to exist any mortgage, charge, lien,
      pledge, security interest or other                                                                                                                                                                          

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| |     | encumbrance affecting any of its properties, assets or
      other rights;                                                                                                                                                                                                                                                                                                                                 
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                            
| | (h) | not to, without the prior written consent of the Bank,
      sell, transfer, convey, lease or otherwise dispose of  any of 
      its properties or assets other than in the ordinary course of 
      business and on commercially reasonable terms;                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                            
| | (i) | not to, without the prior written consent of the Bank,
        guarantee or otherwise provide for, on a direct, indirect or contingent
        basis, the Payne any monies or performance of any obligations by any other
        Person,except as may be provided for herein;                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                            
| | (j) | not to, without the prior written consent of the Bank,
      merge, amalgamate, or otherwise enter into any other form of business
      combination with any other Person;                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                            
| | (k) | to provide the Bank with prompt written notice of any
      non-compliance by the Borrower with any Environmental Laws or any Release
      from the land of the Borrower of a Contaminant into the natural
      environment and to indemnify and save harmless the Bank from all liability
      of loss as a result of an Environmental Activity or any non-compliance
      with any Environmental Law;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                            
| | (i) | to permit the Bank or its representatives, from time to
      time, to visit and inspect the Borrower's premises, properties and assets
      and examine and obtain copies of the Borrower's records or other
      information and discuss the Borrower's affairs with the auditors, counsel
      and other professional advisers of  the
Borrower.                                                     

**FINANCIAL COVENANTS**The Borrower covenants and agrees with the Bank, while this agreement
  is in effect:

| | (a) | to maintain, to be measured as at the end of each fiscal
      quarter:
| | --- | -----------------------------------------------------------------------
| |     |                                                                        
| |     | (i)                                                                    
| |     |                                                                        
| | (b) | to maintain, to be measured as at the end of each fiscal
      year:   
| |     |                                                                        
| |     | (i)                                                                    

Nothing contained in the foregoing Covenants sections shall limit
  any right of the Bank under this agreement to terminate or demand payment of,
  or cancel or restrict availability of any unutilized portion of, any demand
  or other discretionary facility made available under this agreement.

**EVENTS OF DEFAULT**Without limiting
any other rights of the Bank under this agreement, if any one or more of the
following events(herein an "Event of Default") has occurred and is
continuing:

| | (a) | the Borrower fails to pay when due any principal, interest,fees
        or other amounts due under this agreement;                                                             
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                
| | (b) | the Borrower or the Guarantor breaches any provision of
      this agreement or any security or other agreement with the Bank or any
      subsidiary or affiliate of the Bank:

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| | (c) | the Borrower or the Guarantor defaults in the payment of
        any indebtedness to any Person other than the Bank, or in the performance
        or observance of any agreement in respect of any such indebtedness where,as
        a result of such default, the maturity of such indebtedness is or may
        be accelerated;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | any representation or warranty made or deemed to have
      been made herein or in any certificate or security provided for herein
      shall be false or inaccurate in any materially adverse respect;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e) | there is, in the opinion of the Bank, a material adverse
        change in the financial condition, operation or ownership of the Borrower
        or the Guarantor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f) | the Borrower or the Guarantor is unable to pay its debts
        as such debts become due,or is, or is adjudged or declared to be, or admits
        to being,bankruptor insolvent;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g) | any notice of intention is filed or any voluntary or involuntary
        case or proceeding is filed or commenced for (i) the bankruptcy, liquidation,
        winding-up, dissolution or suspension of general operations of the Borrower
        (or the Guarantor),or (ii) the composition, re-scheduling, reorganization,arrangement
        or readjustment of, or other relief from, or stay of proceedings to enforce,
        some or all of the debts of the Borrower for Guarantor],or (iii) the appointment
        of a trustee, receiver, receiver and manager ,liquidator, administrator,
        custodian or other official for, all or any significant part of the assets
        of the Borrower or the Guarantor,or (rv) the possession, foreclosure or
        retention, or sale or other disposition of, or other proceedings to enforce
        security over, all or any significant part of the assets of the Borrower;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (h) | any secured creditor, encumbrancer or lienor, or any
      trustee, receiver, receiver and manager,agent,bailiff or other similar
      official appointed by or acting for any secured creditor, encumbrancer or
      lienor, takes possession of, or forecloses or retains,or sells or
      otherwise disposes of, or otherwise proceeds to enforce security over all
      or any significant part of the assets of the Borrower or the Guarantor or
      gives notice of its intention to do any of the foregoing,                                                                                                                                                                                                                                                                                                                                                                                                                       

then, in such event,the ability of the Borrower to make further
  Borrowings under any Credit Facility which is a term facility under this agreement
  shall immediately terminate and the Bank may, by written notice to the Borrower,
  declare the Borrowings outstanding under any such Credit Facility to be immediately
  due and payable. Upon receipt of such written notice,the Borrower shall immediately
  pay to the Bank all Borrowings outstanding under any Credit Facility which is
  a term facility under this agreement and all other obligations of the Borrower
  to the Bank in connection with any such Credit Facility under this agreement
  including, without limitation, an amount equal to the aggregate of the face
  amounts of all BAs and LCs which are unmatured or unexpired,which amount shall
  be held by the Bank as security for the Borrower's obligations to the Bank in
  respect of such instruments or contracts. The Bank may enforce its rights to
  realize upon its security and retain an amount sufficient to secure the Bank
  for the Borrower's obligations to the Bank in respect of such contracts or instruments.

Nothing contained in the foregoing Events of Default section
shall limit any right of the Bank

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under this agreement to terminate or demand payment of, or cancel
  or restrict availability of any unutilized portion of, any demand or other discretionary
  facility made available under this agreement.

**SUCCESSORSAND ASSIGNS**This agreement
shall be binding upon and ensure to the benefit of the parties and their
respective successors and permitted assigns.

The Bank may assign all or part of its rights and obligations
under this agreement to any Person. The rights and obligations of the Borrower
under this agreement may not be assigned without the prior written consent of
the Bank.

The Bank may disclose to potential or actual assignees
confidential information regarding the Borrower (including, any such information
provided by the Borrower to the Bank) and shall not be liable for any such
disclosure.

**GENERAL**ExpensesThe Borrower agrees to pay all fees (including legal fees), costs and expenses
  incurred by the Bank in connection with the preparation, negotiation and documentation
  of this agreement and the security provided for herein and the operation or
  enforcement of this agreement and the security provided for herein.

ReviewThe Bank may conduct periodic reviews of the
affairs of the Borrower, as and when determined by the Bank, for the purpose of
evaluating the financial condition of the Borrower. The Borrower shall make
available to the Bank such financial statements and other information and
documentation as the Bank may reasonably require and shall do all things
reasonably necessary to facilitate such review by the Bank.

Potential Prior-Ranking ClaimsThe Borrower hereby grants its consent (such grant to remain in force as
  long as this agreement is in effect or any Borrowings are outstanding) to any
  Person having information relating to any Potential Prior-Ranking Claim arising
  by any law, statute, regulation or otherwise and including, without limitation,
  claims by or on behalf of government to release such information to the Bank
  at any time upon its written request for the purpose of assisting the Bank to
  evaluate the financial condition of the Borrower.

Set OffThe Bank is authorized, but not obligated, at
any time, to apply any credit balance, whether or not then due, to which the
Borrower is entitled on any account in any currency at any branch or office of
the Bank in or towards satisfaction of the obligations of the Borrower due to
the Bank under this agreement. The Bank is authorized to use any such credit
balance to buy such other currencies as may be necessary to effect such
application.

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Non-MergerThe provisions of this agreement shall not
merge with any security provided to the Bank, but shall continue in full force
for the benefit of the parties hereto.

Amendments and WaiversNo amendment or waiver of any provision of this agreement will be effective
  unless it is in writing signed by the Borrower and the Bank. No failure or delay,
  on the part of the Bank, in exercising any right or power hereunder or under
  any security document shall operate as a waiver thereof. The Guarantor agrees
  that the amendment or waiver of any provision of this agreement (other than
  agreements, covenants or representations expressly made by the Guarantor herein,
  if any) may be made without and does not require the consent or agreement of,
  or notice to, the Guarantor.

SeverabilityIf any provision of this agreement is or becomes prohibited or unenforceable
  in any jurisdiction, such prohibition or unenforceability shall not invalidate
  or render unenforceable the provision concerned in any other jurisdiction nor
  invalidate, affect or impair any of the remaining provisions of this agreement.

Judgement CurrencyIf for the purpose of obtaining judgement in any court in any jurisdiction
  with respect to this agreement,it is necessary to convert into the currency
  of such jurisdiction (the "Judgement Currency") any amount due hereunder in
  any currency other than the Judgement Currency, then conversion shall be made
  at the rate of exchange prevailing on the Business Day before the day on which
  judgement is given. For this purpose "rate of exchange"means the rate at which
  the Bank would, on the relevant date, be prepared to sell a similar amount of
  such currency in the Toronto foreign exchange market, against the Judgement
  Currency, in accordance with normal banking procedures.

In the event that there is a change in the rate of exchange prevailing
  between the Business Day before the day on which judgement is given and the
  date of payment of the amount due, the Borrower will, on the date of payment,
  pay such additional amounts as may be necessary to ensure that the amount paid
  on such date is the amount in the Judgement Currency which, when converted at
  the rate of exchange prevailing on the date of payment, is the amount then due
  under this agreement in such other currency together with interest at RBP and
  expenses (including legal fees on a solicitor and client basis). Any additional
  amount due from the Borrower under this section will be due as a separate debt
  and shall not be affected by judgement being obtained for any other sums due
  under or in respect of this agreement.

Governing LawThis agreement shall be construed in accordance with and governed by the
  laws of the Province of Quebec and of Canada applicable therein.

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Whole AgreementThis agreement, the security and any other written agreement delivered pursuant
  to or referred to in this agreement constitute the whole and entire agreement
  between the parties in respect of the Credit Facilities. There are no verbal
  agreements, undertakings or representations in connection with the Credit Facilities.

Joint and SeveralWhere more than one Person is liable as Borrower for any obligation under
  this agreement,t hen the liability of each such Person for such obligation is
  joint and several with each other such Person.

TimeThe mere lapse of time fixed for performing and
obligation hereunder shall have the effect of putting the debtor in default
thereof.

LanguageThe parties hereto have required that this offer, as well as all document
  which relate to it, be drafted in English. Les parties aux présentes
  ont requis que cette offre ainsi que tous les documents s'y rattachant soient
  rédigés en anglais.

Acceptance

This offer is open for acceptance until June 6, 2005, after
which date it will be null and void, unless extended in writing by the Bank.

Please confirm your acceptance of this agreement by signing the
attached copy of this letter in the space provided below and returning it to the
undersigned.

Yours truly,

Lise Lafontaine Account Manager(514) 856-8631

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We acknowledge and accept the foregoing terms and conditions
  as of _________________________,2005.

ICP GLOBAL TECHNOLOGIES INC.

By: ___________________________________Name: Title:

I/We have authority to bind the [Corporation.]

We acknowledge and confirm our agreement with the foregoing terms
  and conditions, as Guarantor(s)as of __________________, 2005.

4245466 CANADA INC.

By: ___________________________________Name: Title:

We acknowledge and confirm our agreement with the foregoing
terms and conditions, Guarantor(s)as of _____________________, 2005.

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Schedule"A"to the agreement dated May 6, 2005, between
  ICP Global Technologies Inc., as Borrower, and Royal Bank of Canada, as the
  Bank.

DEFINITIONS

For the purpose of this agreement,the following terms and phrases
  shall have the following meanings:

"**Applicable Laws**" means,with respect to any
  Person, property, transaction or event, all present or future Applicable Laws,
  statutes, regulations, rules, orders, codes, treaties, conventions, judgements,
  awards, determinations and decrees of any governmental, regulatory, fiscal or
  monetary body or court of competent jurisdiction in any applicable jurisdiction;

"**Bankers' Acceptance**" or "**BA**"
  means a bill of exchange, including a depository bill issued in accordance with
  the Depository Bills and Notes Act (Canada), drawn on the Bank by, and payable
  to the order of, the Borrower which have been accepted by the Bank;

"**Business Day**" means a day, excluding
Saturday, Sunday and any other day which shall be a legal holiday or a day on
which banking institutions are closed in the province of the Branch of Account
and, when used in connection with a Libor Loan, means, in addition to the
foregoing, a day on which dealings in US currency deposits by and between
leading banks in the London Interbank Market may be concluded;

"**Contaminant**" includes, without limitation,
any pollutant, dangerous substance, liquid waste, industrial waste, hazardous
material, hazardous substance or contaminant including any of the foregoing as
defined in any Environmental Law;

"**Environmental Activity**" means any activity,
  event or circumstance in respect of a Contaminant, including, without limitation,
  its storage, use, holding, collection, purchase, accumulation, assessment, generation,
  manufacture, construction, processing, treatment, stabilization, disposition,
  handling or transportation, or its Release into the natural environment, including
  movement through or in the air, soil, surface water or groundwater;

"**Environmental Laws**" means all Applicable Laws
relating to the environment or occupational health and safety, or any
Environmental Activity;

"**Equivalent Amount**" means, with respect to an
amount of any currency, the amount of any other currency required to purchase
that amount of the first mentioned currency through the Bank in Toronto, in
accordance with  normal banking procedures;

"**Eurocurrency**" means US Dollars, Sterling,
Deutsche Marks, Swiss Francs, Japanese Yen or any other currency which is freely
convertible on the London Interbank Market;

"**GAAP**" means, generally accepted accounting
principles in effect from time to time in Canada applied in a consistent manner
from period to period;

---

"**Good Accounts Receivable**" means accounts receivable
  of the Borrower excluding (i) the entire amount of accounts, any portion of
  which is outstanding more than 90 days after billing date (or 120 days according
  to the EDC policy), provided that the under 90 day portion (or 120 days according
  to the EDC policy) may be included where the Bank has designated such portion
  as nevertheless good, (ii) all amounts due from any affiliate, (iii) bad or
  doubtful accounts, (iv) accounts subject to any security interest or other encumbrance
  ranking or capable of ranking in priority to the Bank's security, (v) the amount
  of all holdbacks, contra accounts or rights of set-off on the part of any account
  debtor, or (vi) any accounts which the Bank has previously advised to be ineligible;

"**Guaranto**r" this agreement as Guarantor, means
any Person who has executed

"**Letter of Credit**" or "**LC**"
  means a documentary credit issued by the Bank on behalf of the Borrower for
  the purpose of paying suppliers of goods;

"**Letter of Guarantee**" or "**LG**"
  means a documentary credits issued by the Bank on behalf of the Borrower for
  the purpose of providing security to a third party that the Borrower or a person
  designated by the Borrower will perform a contractual obligation owed to such
  third party;

"**Person**" includes an individual, a
partnership, a joint venture, a trust, an unincorporated organization, a
company, a corporation, an association, a government or any department or agency
thereof, and any other incorporated or unincorporated entity;

"**Potential Prior-Ranking Claims**" means all amounts
  owing or required to be paid where the failure to pay any such amount could
  give rise to a claim pursuant to any law, statute, regulation or otherwise,
  which ranks or is capable of ranking in priority to the Bank's security or otherwise
  in priority to any claim by the Bank for repayment of any amounts owing under
  this agreement;

"**RBP**"and "**Royal Bank Prime**"
each means the annual rate of interest announced by the Bank from time to time
as being a reference rate then in effect for determining interest rates on
commercial loans made in Canadian currency in Canada;

"**RBUSBR**" and "**Royal Bank US Base
Rate**" each means the annual rate of interest announced by the Bank from
time to time as a reference rate then in effect for determining interest rates
on commercial loans made in US currency in Canada:

"**Release**" includes discharge, spray, inject,
inoculate, abandon, deposit, spill, leak, seep, pour, emit, empty, throw, dump,
place and exhaust,and when used as a noun has a similar meaning;

"**Unencumbered Inventory**" means inventory of
  the Borrower which is not subject to any security interest or other encumbrance
  or any other right or claim which ranks or is capable of ranking in priority
  to the Bank's security including, without limitation, rights of unpaid suppliers
  under the Bankruptcy and Insolvency Act, Canada, to repossess inventory within
  30 days after delivery;

"**US**"means United States of America.

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**Definitions Related to Financial Covenants**

"**Capital Expenditures**" means, for any fiscal
  period, any amounts accrued or paid in respect of any purchase or other acquisition
  for value of capital assets and, for greater certainty, excludes amounts expended
  in respect of the normal repair and maintenance of capital assets utilized in
  the ordinary course of  business;

"**Corporate Distributions**" means any payments
to any shareholder, director or officer of the Borrower, or to any associate for
holder of Subordinated Debt] of the Borrower, or to any shareholder, director or
officer of any associate for holder of Subordinated Debt] of the Borrower,
including, without limitation, bonuses, dividends, salaries or repayment of debt
or making of loans to any such Person, but excluding salaries to officers or
other employees in the ordinary course of business.

"**Current Assets**" means, at any time, those
assets ordinarily realizable within one year from the date of determination or
within the normal operating cycle, where such cycle is longer than a year;

"**Current Liabilities**" means,at any time, amounts
  payable within one year from the date of determination or within the normal
  operating cycle, where such cycle is longer that a year (the operating cycle
  must correspond with that used for current assets);

"**Current Ratio**" means the ratio of Current
Assets to Current Liabilities;

"**Debt Service Coverage**" means, for any fiscal
period, the ratio of EBITDA to the total of Interest Expense and scheduled
principal payments in respect of Funded Debt;

"**EBIT**" means, for any fiscal period, net
income from continuing operations (excluding extraordinary gains or losses)
plus, to the extent deducted in determining net income, Interest Expense and
income taxes accrued during the period;

"**EBITDA**" means, for any fiscal period, net
income from continuing operations (excluding extraordinary gains or losses)
plus, to the extent deducted in determining net income, Interest Expense and
income taxes accrued during, and depreciation, depletion and amortization
expenses deducted for, the period;

"**Equity**" means the total of share capital, [(excluding
  preferred shares redeemable within one year)] contributed surplus and retained
  earnings [plus Postponed Debt];

"**Financial Assistance**" means any form of direct
  or indirect financial assistance of any other Person by means of a loan, guarantee
  or otherwise or any obligations (contingent or otherwise) intended to enable
  another Person to incur or pay any debt or comply with any agreements related
  hereto or to otherwise assure or protect creditors of another Person against
  loss in respect of debt or any other obligations of such other Person;

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"**Fixed Charges**" means, for any fiscal period,
  the total of Interest Expense, scheduled principal payments in respect of Funded
  Debt, [payments under operating [eases] and Corporate Distributions;

"**Fixed Charge Coverage**" means, for any fiscal
  period, the ratio of EBITDA [plus payments under operating [eases] less cash
  income taxes and unfunded Capital Expenditures to Fixed Charges;

"**Funded Debt**" means, at any time, all obligations
  for borrowed money which bears interest or to which interest is imputed plus,
  without duplication, all obligations for the deferred payment of the purchase
  of property, all capital lease obligations and all indebtedness secured by purchase
  money security interests, [plus the amount of any guarantees or other financial
  assistance provided in respect of liabilities of a third party], [but excluding
  Postponed  Debt];

"**Interest Coverage Ratio**" means the ratio of
EBIT to Interest Expense;

"**Interest Expense**" means, for any fiscal
period, the aggregate cost of advances of credit outstanding during that period
including, without limitation, interest charges, capitalized interest, the
interest component of capital leases, fees payable in respect of letters of
credit and letters of guarantee and discounts incurred and fees payable in
respect of bankers' acceptances;

"**Investmen**t" means the acquisition (whether
  for cash, property, services, securities or otherwise) of shares, bonds, notes,
  debentures, partnership or other property interest, or other securities of any
  other Person or any agreement to make any such acquisition;

"**Postponed Debt**" means indebtedness that is
fully postponed and subordinated, both as to principal and interest, on terms
satisfactory to the Bank, to the obligations owing to the Bank hereunder;

"**Tangible Net Worth**" means the total of Equity
[plus Postponed Debt] less intangibles, [deferred charges and leasehold
improvements]. For the purpose hereof, intangibles are assets lacking physical
substance;

"**Total Capital**" means of [Total Liabilities /
Funded Debt] plus Equity;

"**Total Liabilities**" means all liabilities, exclusive
  of deferred tax liabilities [and Postponed Debt];

"**Working Capital**" means Current Assets less
Current Liabilities.

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Schedule"C" to the agreement dated May 6, 2005, between ICP Global
  Technologies Inc., as Borrower, and Royal Bank of Canada, as the Bank.

BORROWING CONDITIONS

Borrowings made otherwise than by way of RBP Loans or RBUSBR
  Loans will be subject to the following terms and conditions:

BAs:

| | (a) | BAs shall be issued and mature on a Business Day and shall
        be issued in minimum face amounts of $ 500 000 or such larger amount as
        is a whole multiple of $ 100 000 for terms of not less than 30 and not
        more than 180 days;                                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                
| | (b) | the Bank may, in its sole discretion, refuse to accept
        the Borrower's drafts or limit the amount of any BA issue at any time;                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                
| | (c) | notwithstanding any other provision of this agreement,
        the Borrower shall indemnify the Bank against any loss, cost or expense
        incurred by the Bank if any BA is repaid, prepaid, converted or cancelled
        other than on the maturity date of such BA;                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                
| | (d) | any BA issued under a term facility must have a maturity
      on or before the maturity date of the term facility, unless otherwise
      agreed by the Bank;and                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                
| | (e) | prior to the issue of any BA the Borrower shall execute
        the Bank's standard form of undertaking and agreement in respect of BAs.
        If there is any inconsistency at any time between the terms of this agreement
        and the terms of the Bank's standard form of undertaking and agreement,the
        terms of this agreement shall govern.

**LCs or LGs:**

| | (a) | each LC and LG shall expire on a Business Day and shall
      have a term of not more than 365 days;                                                                                                                                                                                
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                     
| | (b) | at least 2 Business Days prior to the issue of an LC or
      LG, the Borrower shall execute a duly authorized application with respect
      to such LC or LG and each LC and LG shall be governed by the terms and
      conditions of the relevant application for such contract;
| |     |                                                                                                                                                                                                                                                                                     
| | (c) | an LC or LG may not be revoked prior to its expiry date
      unless the consent of the beneficiary of the LC or LG has been obtained;
      and                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                     
| | (d) | if there is any inconsistency at any time between the
      terms of this agreement and the terms of the application for LC or LG, the
      terms of the application for LC or LG shall
govern.                                                                                    

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FEF CONTRACTS SCHEDULE

**FEF Contract Definitions**

"**Foreign Exchange Forward Contract**" or "**FEF
  Contract**" means a currency exchange transaction or agreement or any
  option with respect to any such transaction now existing or hereafter entered
  into between the Borrower and the Bank;

Conditions Applicable to FEF Contracts

At the Borrower's request, the Bank may agree to enter into FEF
Contracts with the Borrower from time to time. The Borrower acknowledges that
the Bank makes no formal commitment herein to enter into any FEF Contract and
the Bank may, at any time and at all times, in its sole and absolute discretion,
accept or reject any request by the Borrower to enter into a FEF Contract. If
the Bank does enter into a FEF Contract with the Borrower, it will do so subject
to the following:

| | (a) | the Borrower shall promptly issue or countersign and
      return a confirmation or acknowledgement of the terms of each such FEF
      Contract as required by the Bank:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b) | the Borrower shall, if required by the Bank, promptly
      enter into a Foreign Exchange and Options Master Agreement or such other
      agreement in form and substance satisfactory to the Bank to govern the FEF
      Contract(s);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (c) | in the event of demand for payment under the agreement
        of which this schedule forms apart, the Bank may terminate all or any
        FEF Contracts. If the agreement governing any FEF Contract does not contain
        provisions governing termination, any such termination shall be effected
        in accordance with customary market practice. The Bank's determination
        of amounts owing under any terminated FEF Contract shall be conclusive
        in the absence of manifest error. The Bank shall apply any amount owing
        by the Bank to the Borrower on termination of any FEF Contract against
        the Borrower's obligations to the Bank under the agreement and any amount
        owing to the Bank by the Borrower on such termination shall be added to
        the Borrower's obligations to the Bank under the agreement and secured
        by the Bank's security;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (d) | the Borrower shall pay all required fees in connection
      with any FEF Contracts and indemnify and hold the Bank harmless against
      any loss, cost or expense incurred by the Bank in relation to any FEF
      Contract;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (e) | any rights of the Bank herein in respect of any FEF Contract
        are in addition to and not in limitation of or substitution for any rights
        of the Bank under any agreement governing such FEF Contract. In the event
        that there is any inconsistency at any time between the terms hereof and
        any agreement governing such FEF Contract, the terms of such agreement
        shall prevail; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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| | (f) | in addition to any security which may be held at any time
      in respect of any FEF Contract, upon request by the Bank from time to
      time, the Borrower will deliver to the Bank such security as is acceptable
      to the Bank as continuing collateral security for the Borrower's
      obligations to the Bank in respect of  FEF Contracts.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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