Form of Intellectual Property Security Agreement, dated June 13, 2008

Exhibit 10.8

INTELLECTUAL PROPERTY SECURITY AGREEMENT

          This INTELLECTUAL PROPERTY SECURITY AGREEMENT ("Agreement") is made this 13^th day of June, 2008 by and between ICP Solar Technologies, Inc., a Nevada corporation, having its principal office at 7075 Place Robert-Joncas, Unit 131, Montreal H4M272, Phone: 514 ###-###-####, Fax: (514) 270-3677, (“Grantor”), BridgePointe Master Fund Ltd., a Cayman Islands Exempted Company, having its principal office at 1120 Sanctuary Parkway, Suite 325, Alpharetta, GA 30004, Gemini Master Fund, Ltd., a Cayman Islands Company, 135 Liverpool Drive, Suite C, Cardiff, CA 92007 and Platinum Long Term Growth VI, LLC, 152 West 57^th Street, 4^th Floor, New York, NY 10019 (each a “Grantee,” and collectively the “Grantees”).

          WHEREAS, Grantor is the owner of the U.S. patents and patent applications listed on the attached Schedule A (collectively the “Patents”); and the U.S. trademarks listed on the attached Schedule A (collectively, the “Trademarks”);

          WHEREAS, Grantees have extended a loan to Grantor pursuant to the terms and conditions of that certain Securities Purchase Agreement dated on or about June 13, 2008 (“Purchase Agreement”) and associated 11% Senior Secured Convertible Debentures Due June 13, 2010 and issued on or about June 13, 2008 (“Notes”) made by Grantor in favor of Grantee;

          WHEREAS, under a Security Agreement also dated on or about June 13, 2008 (“Security Agreement”) between Grantor and Grantees, Grantor has granted to Grantees a security interest in certain of its assets (including the Patents and the Trademarks) to secure the performance of the obligations of Grantor under the Debenture; and

          WHEREAS, Grantor and Grantees by this instrument seek to memorialize and to make a record of the grant of a security interest in the Patents and the Trademarks.

          NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Grantor does hereby acknowledge that it has granted to Grantee under the Security Agreement a security interest in all of Grantor's right, title and interest in, to, and under the Patents and the Trademarks. Grantor also acknowledges and confirms that the rights and remedies of Grantee with respect to the security interests in the Patents and the Trademarks granted hereby are more fully set forth in the Purchase Agreement, the Notes and the Security Agreement, the terms and provisions of which are incorporated herein by reference.

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ICP Solar Technologies, Inc.

By:____________________________
Name:
Title:

STATE OF __________  )
                                              ) SS:
COUNTY OF                       )

Subscribed and sworn to this 13^th day of June, 2008

Notary Public
My Commission Expires: _____________________

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SCHEDULE A

U.S. Patentsand U.S. Patent Applications

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U.S. Trademarks

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