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 months 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.

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