Share Purchase Agreement dated September 29, 2006 among FC Financial Services Inc., ICP Solar Technologies Inc., Sass Peress, the Peress Family Trust, Arlene Ades, Joel Cohen, the Sass Peress Family Trust, Eastern Liquidity Partners Ltd., Taras Chebountchak, Orit Stolyar, and 1260491 Alberta Inc

SHARE PURCHASE AGREEMENT

THIS AGREEMENT is dated for reference as of the 29th day of September, 2006.

AMONG:

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

THE PERESS FAMILY TRUST, a trust duly formed under the laws of the Province of Quebec with an address at 287 Kindersley Avenue, Montreal, Quebec, Canada H3R 1R6

ARLENE ADES of 6586 Mackle Road, Cote St. Luc, Quebec, Canada H4W 2J9

JOEL COHEN of 2800 Cote Vertu, #106, Montreal, Quebec, Canada H4R 2M5

THE SASS PERESS FAMILY TRUST, a trust duly formed under the laws of the Province of Quebec with an address at 287 Kindersley Avenue, Montreal, Quebec, Canada H3R 1R6

EASTERN LIQUIDITY PARTNERS LTD., a corporation duly formed under the laws of Canada with its principal office at 1721 St. Clare Road, Town of Mount Royal, Quebec, H3R 2P2

(hereinafter called the "Vendors")

OF THE FIRST PART

AND:

FC FINANCIAL SERVICES INC., a corporation duly formed under the laws of the State of Nevada with its principal office at 110 Jardin Drive, Suite 13-14, Concord, Ontario, Canada L4K 2T7

(hereinafter called "FC")

OF THE SECOND PART

AND:

ICP SOLAR TECHNOLOGIES INC., a corporation duly formed under the laws of Canada with its principal office at 7075 Place Robert-Joncas, Unit 131, Montreal, Quebec, Canada H4M 2Z2

(hereinafter called "ICP")

OF THE THIRD PART

AND:

TARAS CHEBOUNTCHAK of 11 Townsgate Drive, PH 6, Thornhill, Ontario, Canada L4J 8G4

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ORIT STOLYAR of 69 Whitney Place, Thornhill, Ontario, Canada L4J 6V6

(hereinafter collectively called the "Principal Shareholders")

OF THE FOURTH PART

AND:

1260491 ALBERTA INC., a corporation duly formed under the laws of the Province of Alberta with its principal office at 2500, 10303 Jasper Avenue, Edmonton, Alberta, Canada T5J 3N6

(hereinafter called "Exchangeco")

OF THE FIFTH PART

WHEREAS:

A.                     Exchangeco has offered to purchase all of the issued and outstanding shares of ICP;

B.                     The Vendors have agreed to sell to Exchangeco all of the issued and outstanding shares of ICP held by the Vendors on the terms and conditions set forth herein on a tax deferred rollover basis;

C.                     In order to induce the Vendors to sell the shares of ICP to Exchangeco, the Principal Shareholders have agreed to surrender for cancellation certain shares of FC held by them;

D.                     Exchangeco is a wholly owned subsidiary of FC;

E.                     The Boards of Directors of each of FC, Exchangeco and ICP have approved and adopted this Agreement; and

F.                     In order to record the terms and conditions of the agreement among them, the parties wish to enter into this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the foregoing and of the sum of $10.00 paid by Exchangeco to the Vendors and to ICP, the receipt of which is hereby acknowledged, the parties hereto agree each with the other as follows:

1.              INTERPRETATION

1.1            Where used herein or in any amendments or Schedules hereto, the following terms shall have the following meanings:

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1.2            All dollar amounts referred to in this Agreement are in United States funds, unless expressly stated otherwise.

1.3            The following schedules are attached to and form part of this Agreement:

2.              SHARE EXCHANGE AND PURCHASE OF SHARES

2.1            The Vendors hereby covenant and agree to sell, assign and transfer to Exchangeco, and Exchangeco covenants and agrees to purchase from the Vendors, the ICP Shares held by the Vendors.

2.2            In consideration for the Vendors entering into this Agreement and completing the sale of the ICP Shares to Exchangeco:

2.3            The Vendors acknowledge that the Exchangeable Shares and the FC Shares to be issued pursuant to the terms of the Exchangeable Shares are “restricted securities” within the

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meaning of the Securities Act and will be issued to the Vendors, in accordance with Regulation S of the Securities Act. Any certificates representing the FC Shares and Exchangeable Shares to be issued to the Vendors will be endorsed with the following legend in accordance with Regulation S of the Securities Act:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT”.

2.4            It is intended that the transactions contemplated in this Agreement shall generally constitute (i) a taxable exchange for United States federal income tax purposes (not qualifying under Sections 368 or 351 of the United States Internal Revenue Code of 1986, as amended) to persons who are otherwise subject to taxation in the United States on the sale or exchange of ICP Shares, and (ii) a tax deferred reorganization for Canadian federal income tax purposes for the Vendors. At the option of each Vendor, Exchangeco covenants and agrees to elect, jointly with each such Vendor (referred to in this section as an "Electing Vendor"), in accordance with the provisions of subsection 85(1) of the Tax Act (and the corresponding provisions of any applicable provincial tax legislation) in the prescribed form and within the prescribed time for the purposes of the Tax Act, and shall therein agree to elect in respect of the ICP Shares of the Electing Vendor such amount as the Electing Vendor's proceeds of disposition thereof as the Electing Vendor may determine, subject to the provisions of subsection 85(1) of the Tax Act (and the corresponding provisions of any applicable provincial tax legislation). Each of the Electing Vendors and Exchangeco agrees to execute all such documents and forms to make the election contemplated in this section.

2.5            If the Vendors, with their professional advisors, make a bona fide determination that the ICP Shares are "qualified small business corporation shares," as defined in subsection 110.6(1) of the Tax Act as of the date hereof, then the Vendors and Exchangeco hereby undertake to elect an "agreed amount" for purposes of the provisions of subsection 85(1) of the Tax Act as provided in section 2.4 for the transfer of their respective ICP Shares (the "Vendor's Shares") that will be the lesser of the fair market value of the Vendor's Shares and the aggregate of the Vendor's adjusted cost base thereof plus an amount equal to the Vendor's unused capital gain deduction as provided in subsection 110.6(2.1) of the Tax Act or in the case where the Vendor is a trust, the unused capital gain deduction as provided in subsection 110.6(2.1) of the Tax Act of its beneficiaries. However, it is agreed between each of the Vendors and Exchangeco that should any competent taxing authority at any time issue or propose to issue any assessment(s) or reassessment(s) that would impose any liability for tax (other than the alternative minimum tax provided for in section 127.5 of the Tax Act) on the basis that a Vendor Share is not "qualified small business corporation shares", or that the capital gain of a Vendor or, if the Vendor is a trust, the capital gain of its beneficiaries resulting from the within transaction is not otherwise eligible for the exemption pursuant to subsection 110.6(2.1) of the Tax Act (or the corresponding provision of any applicable provincial tax legislation) and if all appeals requested by a Vendor have been exhausted, then the "agreed amount" shall be adjusted nunc pro tunc pursuant to the provisions of this paragraph to be such amount as will eliminate such liability for tax (except for the alternative minimum tax as provided for section 127.5 of the Tax Act) and the Vendors

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and Exchangeco shall do all things necessary to reflect such change, including filing amended elections, provided that such adjustment shall not result in any additional Exchangeable Shares being issued to the Vendors.

2.6            As additional consideration for FC and the Principal Shareholders entering into the Agreement, and the Principal Shareholders agreeing to cancel the Principal Shares, each of the Vendors agrees that they will not sell in any 90 day period, during the two year period following closing, (whether pursuant to a registration statement filed under the Securities Act or a transaction that is exempt from the registration provisions of the Securities Act, or in reliance of the safe harbor provided by Rule 144 promulgated under the Securities Act) an amount of shares in excess of the amounts specified in Rule 144(e) promulgated under the Securities Act. In addition, FC agrees not to file any registration statement on Form S-8 prior to October 1, 2007 without the prior consent of the Principal Shareholders.

3.              COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE VENDORS AND ICP

                 The Vendors and ICP jointly and severally covenant with and represent and warrant to FC, the Principal Shareholders and Exchangeco as of the date hereof and at the Closing Date as follows, and acknowledge that FC, the Principal Shareholders and Exchangeco are relying upon such covenants, representations and warranties in connection with the transactions contemplated by this Agreement:

3.1            ICP has been duly incorporated and organized, is a validly existing company with limited liability and is in good standing under the Canada Business Corporations Act; it has the corporate power to own or lease its property and to carry on the Business; it is duly qualified as a company to do business and is in good standing with respect thereto in each jurisdiction in which the nature of the Business or the property owned or leased by it makes such qualification necessary; and it has all necessary licenses, permits, authorizations and consents to operate its Business. ICP has no active or material subsidiary, as such term is defined in the Securities Act (Ontario), other than the subsidiaries listed in Schedule J hereto (together, the “Subsidiaries”) each of which has been duly incorporated, amalgamated or continued and is validly subsisting.

3.2            The authorized share capital of ICP consists of an unlimited number of Class “A” Shares, Class “B” Shares, Class “C” Shares, Class “D” Shares, Class “E” Shares, Class “F” Shares, and Class “G” Shares, each without par value, of which 20,000,000 Class A shares and no shares of any other classes are issued and outstanding as fully paid and non-assessable.

3.3            Each of the Vendors represents and warrants to FC that they are not a “U.S. Person,” as defined by Regulation S of the Securities Act, and are not acquiring FC Shares for the account or benefit of a U.S. Person.

A “U.S. Person” is defined by Regulation S of the Securities Act to be any person who is:

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3.4            The Vendors acknowledge that the FC Shares to be issued to the Vendors in accordance with the terms of the Exchangeable Shares will be “restricted securities” within the meaning of the Securities Act and will be issued to the Vendors in accordance with Regulation S of the Securities Act.

3.5            Each of the Vendors agrees not to engage in hedging transactions with regard to the FC Shares to be issued to the Vendors in accordance with the terms of the Exchangeable Shares unless in compliance with the Securities Act.

3.6            Each of the Vendors represents to FC and Exchangeco that they are familiar with the provisions of National Instrument 45-106, that each is an accredited investor as defined in National Instrument 45-106 and that the Exchangeable Shares and the FC Shares to be issued to the Vendors in accordance with the terms of the Exchangeable Shares are being issued to each Vendor as principal for their own account and not for the benefit of any other person.

3.7            The Vendors agree that FC will refuse to register any transfer of the FC Shares to be issued to the Vendors in accordance with the terms of the Exchangeable Shares not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, pursuant to an available exemption from registration, or pursuant to this Agreement.

3.8            The Vendors agree to resell the FC Shares to be issued to the Vendors in accordance with the terms of the Exchangeable Shares only in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act.

3.9            The ICP Shares owned by the Vendors are owned by each of the Vendors as the beneficial and recorded owner with good and marketable title thereto, free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances and demands whatsoever.

3.10           No person, firm or corporation has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase from the Vendors of any of the ICP Shares held by them.

3.11          No person, firm or corporation has any agreement or option, including convertible securities, warrants or convertible obligations of any nature, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase,

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subscription, allotment or issuance of any of the unissued shares in the capital of ICP or of any securities of ICP.

3.12           ICP does not have any agreements of any nature to acquire any subsidiary, or to acquire or lease any other business operations, and will not, prior to the Closing Date, acquire, or agree to acquire, any subsidiary or business without the prior written consent of FC.

3.13           ICP will not, without the prior written consent of FC, issue any additional shares from and after the date hereof to the Closing Date or create any options, warrants or rights for any person to subscribe for or acquire any unissued shares in the capital of ICP.

3.14           To the best of its knowledge, ICP is not a party to or bound by any guarantee, warranty, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person, firm or corporation other than as set out in the Schedules to this Agreement.

3.15           The books and records of ICP and its Subsidiaries fairly and correctly set out and disclose in all material respects, in accordance with Canadian generally accepted accounting principles, the financial position of ICP as at the date hereof, and all material financial transactions of ICP relating to the Business have been accurately recorded in such books and records.

3.16           ICP Financial Statements present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of ICP and its Subsidiaries as at the date thereof and there will not be, prior to the Closing Date, any material increase in such liabilities other than increases arising as a result of carrying on the Business in the ordinary and normal course.

3.17           To the best of the knowledge of ICP and the Vendors, the entry into this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any of the terms and provisions of the constating documents or bylaws of ICP and its Subsidiaries or of any indenture, instrument or agreement, written or oral, to which ICP and its Subsidiaries or the Vendors may be a party.

3.18           The entry into this Agreement and the consummation of the transactions contemplated hereby will not, to the best of the knowledge of ICP and the Vendors, result in the violation by ICP or its Subsidiaries of any law or regulation of the Province of Quebec or of any states or provinces or other jurisdiction in which ICP or its Subsidiaries are resident or in which the Business is or at the Closing Date will be carried on or of any municipal bylaw or ordinance to which ICP, its Subsidiaries or the Business may be subject.

3.19           This Agreement has been duly authorized, validly executed and delivered by ICP and the Vendors.

3.20           The Business has been carried on in the ordinary and normal course by ICP and its Subsidiaries since the date of the ICP Financial Statements and will be carried on by ICP and its Subsidiaries in substantially the same manner after the date hereof and up to the Closing Date.

3.21           No capital expenditures in excess of $5,000 have been made or authorized by ICP since the date of the ICP Financial Statements and no capital expenditures in excess of $5,000 will be made or authorized by ICP after the date hereof and up to the Closing Date without the prior written consent of FC.

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3.22           Except as disclosed in the Schedules hereto, ICP is not a party to any written or oral employment, service or pension agreement and ICP does not have any employees who cannot be dismissed on not more than one month’s notice without further liability.

3.23           Except as disclosed in the Schedules hereto, ICP does not have outstanding any bonds, debentures, mortgages, notes or other indebtedness and ICP is not under any agreement to create or issue any bonds, debentures, mortgages, notes or other indebtedness, except liabilities incurred in the ordinary course of business.

3.24           Except as disclosed in the Schedules hereto, ICP is not the owner, lessee or under any agreement to own or lease any real property, and does not have any operating subsidiaries.

3.25           Except as disclosed in the Schedules hereto, ICP owns, possesses and has good and marketable title to its undertaking, property and assets, and without restricting the generality of the foregoing, all those assets described in the balance sheet included in ICP Financial Statements, free and clear of any and all mortgages, liens, pledges, charges, security interests, encumbrances, actions, claims or demands of any nature whatsoever or howsoever arising.

3.26           ICP has its property insured against loss or damage by all insurable hazards or risks on a replacement cost basis and such insurance coverage will be continued in full force and effect to and including the Closing Date; to the best of the knowledge of ICP and the Vendors, ICP is not in default with respect to any of the provisions contained in any such insurance policy and has not failed to give any notice or present any claim under any such insurance policy in due and timely fashion.

3.27           Except as disclosed in Schedule D hereto, ICP and its Subsidiaries do not have any outstanding material agreements, contracts or commitments, whether written or oral, of any nature or kind whatsoever, including, but not limited to, employment agreements, agreements, contracts and commitments in the ordinary course of business, service contracts on office equipment, and the leases described in the Schedules hereto.

3.28           Except as provided in the Schedules hereto and to the best of ICP’s knowledge, there are no actions, suits or proceedings (whether or not purportedly on behalf of ICP), pending or threatened against or affecting ICP, its Subsidiaries or affecting the Business, at law or in equity, or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and neither ICP nor the Vendors is aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success.

3.29           Except as disclosed in the ICP Financial Statements, ICP and its Subsidiaries are not in material default or breach of any contracts, agreements, written or oral, indentures or other instruments to which they are a party and there are no facts, which after notice or lapse of time or both, that would constitute such a default or breach, and all such contracts, agreements, indentures or other instruments are now in good standing and ICP and its Subsidiaries are entitled to all benefits thereunder.

3.30           ICP has the right to use all of the registered trademarks, trade names and patents, both domestic and foreign, in relation to the Business as set out in Schedules K and I hereto.

3.31           To the best of the knowledge of ICP and the Vendors, the conduct of the Business does not infringe upon the patents, trade marks, trade names or copyrights, domestic or foreign, of any other person, firm or corporation.

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3.32           To the best of the knowledge of ICP and the Vendors, ICP is conducting and will conduct the Business in compliance with all applicable laws, rules and regulations of each jurisdiction in which the Business is or will be carried on, ICP is not in material breach of any such laws, rules or regulations and is, or will be on the Closing Date, fully licensed, registered or qualified in each jurisdiction in which ICP owns or leases property or carries on or proposes to carry on the Business to enable the Business to be carried on as now conducted and its property and assets to be owned, leased and operated, and all such licenses, registrations and qualifications are or will be on the Closing Date valid and subsisting and in good standing and that none of the same contains or will contain any provision, condition or limitation which has or may have a materially adverse effect on the operation of the Business.

3.33           All facilities and equipment owned or used by ICP and its Subsidiaries in connection with the Business are in good operating condition and are in a state of good repair and maintenance, reasonable wear and tear excluded.

3.34           Except as disclosed in the ICP Financial Statements and salaries incurred in the ordinary course of business since the date thereof, ICP has no loans or indebtedness outstanding which have been made to or from directors, former directors, officers, shareholders and employees of ICP or to any person or corporate body not dealing at arm's length with any of the foregoing, and will not, prior to closing, pay any such indebtedness unless in accordance with budgets agreed in writing by FC.

3.35           ICP has made full disclosure to FC and Exchangeco of all aspects of the Business and has made all of its books and records available to the representatives of FC and Exchangeco in order to assist FC and Exchangeco in the performance of its due diligence searches and no material facts in relation to the Business have been concealed by ICP or the Vendors.

3.36           All of ICP’s and its Subsidiaries’ credit facilities are in good standing, other than as disclosed in the ICP Financial Statements, and ICP has not received any notices of default or acceleration requests from any bank or other creditor respecting ICP’s and its Subsidiaries’ credit facilities.

3.37           All of the Subsidiaries of ICP are wholly owned by ICP.

3.38           To the best of the knowledge of ICP, there are no material liabilities of ICP of any kind whatsoever, whether or not accrued and whether or not determined or determinable, in respect of which ICP may become liable on or after the consummation of the transaction contemplated by this Agreement, other than liabilities which may be reflected on the ICP Financial Statements, liabilities disclosed or referred to in this Agreement or in the Schedules attached hereto, or liabilities incurred in the ordinary course of business and attributable to the period since the date of the ICP Financial Statements.

3.39           The Articles, bylaws and other constating documents of ICP in effect with the appropriate corporate authorities as at the date of this Agreement will remain in full force and effect without any changes thereto as at the Closing Date.

3.40           The directors and officers of ICP are as follows:

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4.              COVENANTS, REPRESENTATIONS AND WARRANTIES OF FC, EXCHANGECO ||
                 AND THE PRINCIPAL SHAREHOLDERS

                  FC, Exchangeco and the Principal Shareholders jointly and severally covenant with and represent and warrant to the Vendors and ICP as of the date hereof and at the Closing Date as follows, and acknowledge that the Vendors are relying upon such covenants, representations and warranties in entering into this Agreement:

4.1            FC has been duly incorporated and organized and is validly subsisting under the laws of the State of Nevada; it is a reporting issuer under the Exchange Act and is in good standing with respect to all filings required to be made under such statutes with the SEC; it has the corporate power to own or lease its properties and to carry on its business as now being conducted by it; and it is duly qualified as a corporation to do business and is in good standing with respect thereto in each jurisdiction in which the nature of its business or the property owned or leased by it makes such qualification necessary.

4.2            The authorized capital of FC includes 100,000,000 shares of common stock with a par value $0.00001 per share, of which 33,222,750 shares are currently issued and outstanding as fully paid and non-assessable, and no other shares of any other class of FC are issued and outstanding.

4.3            Exchangeco has been duly incorporated and organized and is validly subsisting under the laws of the Province of Alberta; it has the corporate power to own or lease its properties and to carry on its business as now being conducted by it; and it is duly qualified as a corporation to do business and is in good standing with respect thereto in each jurisdiction in which the nature of its business or the property owned or leased by it makes such qualification necessary.

4.4            The authorized capital of Exchangeco consists of an unlimited number of Common Shares, of which 100 common shares are currently issued and outstanding as fully paid and non-assessable, and an unlimited number of Class A Exchangeable Shares, of which no shares are currently issued and outstanding.

4.5            The Principal Shares owned by the Principal Shareholders are owned by each of the Principal Shareholders as the beneficial and recorded owner with good and marketable title thereto, free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances and demands whatsoever.

4.6            No person, firm or corporation has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase from the Principal Shareholders of any of the Principal Shares held by them.

4.7            Except for the issuance of FC Shares under the FC Financing, no person, firm or corporation has any agreement or option, including convertible securities, warrants or convertible obligations of any nature, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase, subscription, allotment or issuance of any of the unissued shares in the capital of either FC or Exchangeco.

4.8            Except for the issuance of FC Shares under the FC Financing, FC will not, without the prior written consent of the Vendors, issue any additional FC Shares from and after the date hereof to

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the Closing Date or create any options, warrants or rights for any person to subscribe for any unissued FC Shares in the capital of FC.

4.9            The directors and officers of FC are as follows:

4.10           FC Financial Statements present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of FC as at the date thereof. There will not be, prior to the Closing Date, any material increase in such liabilities and the only increases in liabilities shall be those relating to the conduct of the business of FC prior to the Closing Date incurred in the ordinary course or as a result of professional fees incurred in connection with transactions contemplated in this Agreement and expenses incurred in connection with meeting FC’s ongoing reporting obligations under the Exchange Act.

4.11           There have been no material adverse changes in the financial position or condition of FC or Exchangeco or damage, loss or destruction materially affecting the business or property of FC or Exchangeco since the date of the FC Financial Statements, except as may be disclosed by FC in Current Reports on Form 8-K filed with the SEC.

4.12           The books and records of FC fairly and correctly set out and disclose in all material respects, in accordance with United States generally accepted accounting principles, the financial position of FC as at the date hereof, and all material financial transactions of FC relating to the business have been accurately recorded in such books and records.

4.13           FC has made full disclosure to ICP of all material aspects of FC's business and has made all of its books and records available to the representatives of ICP in order to assist ICP in the performance of its due diligence searches and no material facts in relation to FC's business have been concealed by FC.

4.14           FC and Exchangeco are not a party to or bound by any agreement or guarantee, warranty, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person, firm or corporation.

4.15           Except as disclosed in the Schedules attached hereto, there are no actions, suits or proceedings (whether or not purportedly on behalf of FC or Exchangeco), pending or threatened against or affecting FC or Exchangeco or affecting FC's business, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign and FC and Exchangeco are not aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success.

4.16           The FC Shares are quoted on the OTC Bulletin Board and FC is not in breach of any regulation, by-law or policy of, or any of the terms and conditions of its quotation on the OTC Bulletin Board applicable to FC or its operations.

4.17           FC and Exchangeco do not currently have any employees and are not party to any collective agreements with any labour unions or other association of employees.

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4.18           FC does not have any subsidiaries, other than Exchangeco, or any agreements to acquire or lease any other business operations and will not, prior to the Closing Date, acquire, or agree to acquire, any subsidiary or business without the prior written consent of ICP.

4.19           The business of FC and Exchangeco, now and until the Closing Date, will be carried on in the ordinary and normal course after the date hereof and up to the Closing Date and no material transactions shall be entered into until the Closing Date without the prior written consent of the Vendors.

4.20           No liability, cost or expense will be incurred or payable by FC or Exchangeco in connection with the disposition of any of their properties.

4.21           FC is not indebted to any of its directors or officers nor are any of FC's directors or officers indebted to FC.

4.22           Exchangeco is not indebted to any of its directors or officers nor are any of Exchangeco's directors or officers indebted to Exchangeco.

4.23           FC has good and marketable title to its properties and assets as set out in the FC Financial Statements and such properties and assets are not subject to any mortgages, pledges, liens, charges, security interests, encumbrances, actions, claims or demands of any nature whatsoever or howsoever arising.

4.24           The Corporate Charter, Articles of Incorporation and Bylaws and any other constating documents of FC in effect with the appropriate corporate authorities as at the date of this Agreement will not have been materially changed as at the Closing Date.

4.25           The Articles of Incorporation and Bylaws and any other constating documents of Exchangeco in effect with the appropriate corporate authorities as at the date of this Agreement will not have been materially changed as at the Closing Date.

4.26           There are no material liabilities of FC or Exchangeco of any kind whatsoever, whether or not accrued and whether or not determined or determinable, in respect of which FC, Exchangeco or ICP may become liable on or after the consummation of the transaction contemplated by this Agreement, other than liabilities which may be reflected on the FC Financial Statements, liabilities disclosed or referred to in this Agreement or in the Schedules attached hereto, or liabilities incurred in the ordinary course of business and attributable to the period since the date of the FC Financial Statements, none of which has been materially adverse to the nature of FC's business, results of operations, assets, financial condition or manner of conducting FC's business.

4.27           The entry into this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any of the terms and provisions of the constating documents or bylaws of FC or Exchangeco or of any indenture, instrument or agreement, written or oral, to which FC or Exchangeco may be a party.

4.28           The entry into this Agreement and the consummation of the transactions contemplated hereby will not, to the best of the knowledge of FC, result in the violation of any law or regulation of the United States or the State of Nevada or of any local government bylaw or ordinance to which FC or FC's business may be subject.

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4.29           This Agreement has been duly authorized, validly executed and delivered by each of FC, the Principal Shareholders and Exchangeco.

4.30           FC and Exchangeco have no contracts with any officers, directors, or others which cannot be terminated with not more than one month's notice.

4.31           No agreement has been made with FC or Exchangeco in respect of the purchase and sale contemplated by this Agreement that could give rise to any valid claim by any person against ICP or the Vendors for a finder's fee, brokerage commission or similar payment.

5.              ACTS IN CONTEMPLATION OF CLOSING

5.1            ICP covenants and agrees with FC, Exchangeco and the Vendors to deliver to FC and Exchangeco, those audited annual financial statements, pro-forma financial statements and unaudited interim financial statements of ICP as are required by Item 310 of Regulation S-B in order to permit FC to make the SEC filings required in respect of the purchase and sale of the shares of ICP in accordance with this Agreement.

6.              CONDITIONS OF CLOSING

6.1            All obligations of FC and Exchangeco under this Agreement are subject to the fulfilment, at or prior to the Closing Date, of the following conditions:

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

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SCHEDULE A

to that Share Purchase Agreement
among Sass Peress, The Peress Family Trust, Arlene Ades, Joel Cohen, The Sass Peress Family
Trust, Eastern Liquidity Partners Ltd., FC Financial Services Inc., ICP Solar Technologies Inc.,
Taras Chebountchak, Orit Stolyar, and 1260491 Alberta Inc.
dated for reference as of the 28th day of September, 2006

ICP FINANCIAL STATEMENTS

ICP Solar Technologies Inc.

Consolidated Interim Balance Sheets
(Expressed in U.S. Funds)

(Unaudited)

Approved on Behalf of the Board:

ICP Solar Technologies Inc.

Consolidated Interim Statement of Cash Flows
(Expressed in U.S. Funds)

(Unaudited)

ICP Solar Technologies Inc.

Consolidated Interim Statements of Operations and Comprehensive Income
(Expressed in U.S. Funds)
(Unaudited)

ICP Solar Technologies Inc.

Consolidated Interim Statement of Shareholders' Deficiency
(Expressed in U.S. Funds)
For the Period Ended July 31, 2006 and 2005

(Unaudited)

ICP Solar Technologies Inc.

Notes to Consolidated Financial Statements
For the Six Months Ended July 31, 2006
(Expressed in U.S. Funds)

1. Organization and Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and are prepared using the same accounting policies as outlined in note 3 of ICP Solar Technologies Inc. financial statements for the year ended January 31, 2006 and 2005. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended July 31, 2006 are not necessarily indicative of the results that may be expected for the year ended January 31, 2007. The unaudited financial statements should be read in conjunction with the financial statements and notes thereto included in the ICP Solar Technologies Inc. audited financial statements for the years ended January 31, 2006 and 2005.

The Company is engaged in the business of manufacturing, assembling and distributing renewable solar energy products worldwide.

The consolidated financial statements include the accounts of the Company and its subsidiary companies. On consolidation, all material transactions and balances have been eliminated.

The financial statements are expressed in U.S. funds.

2. Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has reported an accumulated deficit of $2,353,502 as at July 31, 2006 and $1,990,936 for year ending January 31, 2006. To date, these losses and cash flow deficiencies have been financed principally through long-term debt and debt from related parties. Additional capital and/or borrowings will be necessary in order for the Company to continue in existence until attaining and sustaining profitable operations.

Management has continued to develop a strategic plan to develop a management team, maintain reporting compliance and establish contracts with clients. Management anticipates generating revenue through manufacturing and commercializing its products during the year. The Company has commenced the process of raising additional capital. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.

ICP Solar Technologies Inc.

Notes to Consolidated Financial Statements
For the Six Months Ended July 31, 2006
(Expressed in U.S. Funds)

3. Bank Indebtedness

The Company has the following credit facilities:

A UK credit facility allowing for an operating line of credit of 161,000 (90,000 GBP) was extended by the UK Bank.

A Canadian credit facility requires the Canadian subsidiary to comply with certain financial covenants. As at July 31, 2006, the Canadian subsidiary was not in compliance therewith.

4. Related Party Transactions

During the six month period ended July 31, 2006, the Company incurred consulting expenses of approximately $35,300 from a current shareholder.

For the six month period ended July 31, 2006 the Company incurred salaries expenses of approximately $91,300 and $66,200 respectively paid to two executive shareholders.

5. Recent Corporate Developments Subsequent to Year-End

Subsequent to year end, the Company acquired the remaining preferred shares in its Canadian subsidiary company in exchange for 842,201 Class E shares of the Company, thereby becoming the 100% owner of the subsidiary company.

In addition, all issued common and preferred shares of the Company, were converted into 20,000,000 Class A shares, via share exchanges. 40 Class “B” shares were exchanged for 4,000 Class “A” shares. Class “E” shares were exchanged for Class “A” shares on a one for one basis. Immediately thereafter, Class “A” shares were subdivided into additional Class “A” shares on the basis of 1,656.968 Class “A” shares for each Class “A” share.

Further to an agreement entered into FC Financial Services Inc. (“FC Financial”), all of the issued and outstanding shares in the capital stock of the Company will be exchanged for exchangeable shares of FC Financial. The exchangeable shares will be exchangeable under various circumstances for common shares of FC Financial on a one-for-one basis. Under accounting principles generally accepted in the United States, the share exchange is considered to be a capital transaction in substance, rather than a business combination. That is, the share exchange is equivalent to the issuance of stock by the Company for the net monetary assets of FC Financial, accompanied by a recapitalization, and is accounted for as a change in capital structure. Accordingly, the accounting for the share exchange will be identical to that resulting from a reverse acquisition, except no goodwill will be

ICP Solar Technologies Inc.

Notes to Consolidated Financial Statements
For the Six Months Ended July 31, 2006
(Expressed in U.S. Funds)

5. Recent Corporate Developments Subsequent to Year-End (Cont’d)

recorded. Under reverse takeover accounting, the post reverse acquisition comparative historical financial statements of the legal acquirer, FC Financial are those of the legal acquiree, the Company, which are considered to be the accounting acquirer.

As part of the transaction, FC Financial will lend to the Company an amount of $1,500,000 which is convertible into Class “A” shares of the Company upon the closing of the transaction. In the event that the transaction does not close, the amount of $1,500,000 must be repaid by the Company no later than November 8, 2006.

SCHEDULE B

to that Share Purchase Agreement
among Sass Peress, The Peress Family Trust, Arlene Ades, Joel Cohen, The Sass Peress Family
Trust, Eastern Liquidity Partners Ltd., FC Financial Services Inc., ICP Solar Technologies Inc.,
Taras Chebountchak, Orit Stolyar, and 1260491 Alberta Inc.
dated for reference as of the 28th day of September, 2006

FC AUDITED FINANCIAL STATEMENTS

F-i