EXCHANGEABLE SHARE SUPPORT AGREEMENT

EXCHANGEABLE SHARE SUPPORT AGREEMENT

MEMORANDUM OF AGREEMENT made as of the 29^th day of September, 2006

BETWEEN :	FC FINANCIAL SERVICES INC., a corporation existing under the laws of the State of Nevada,

	(hereinafter referred to as the “Parent”)

AND :	1260491 ALBERTA INC., a corporation existing under the laws of Alberta,

	(hereinafter referred to as “Exchangeco”)

AND:	EQUITY TRANSFER & TRUST COMPANY, a corporation existing under the laws of Canada,

	(hereinafter referred to as the “Trustee”)

AND:	SASS XXXXXX of the District of Montreal,

	(hereinafter referred to as “Peress”)

AND:	XXXX XXXXX, of the District of Montreal,

	(hereinafter referred to as “Xxxxx”)

AND:	XXXXXX XXXX, of the District of Montreal

	(hereinafter referred to as “Ades”)

AND:	THE SASS XXXXXX FAMILY TRUST, a trust established under the laws of the Province of Quebec

	(hereinafter referred to as “Trust I”)

AND:	THE PERESS FAMILY TRUST, a trust established under the laws of the Province of Quebec

	(hereinafter referred to as “Trust II”)

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AND:	EASTERN LIQUIDITY PARTNERS LTD., a corporation existing under the laws of Canada

	(hereinafter referred to as “Eastern Liquidity”)

	(Peress, Cohen, Ades, Trust I, Trust II and Eastern Liquidity being collectively referred to as the “ICP Shareholders”)

WHEREAS pursuant to a share purchase agreement (the “Share Purchase Agreement”) dated as of September 28^th, 2006, between the Parent, Exchangeco, the ICP Shareholders and ICP Solar Technologies Inc. (the “Corporation”), Exchangeco is to issue exchangeable shares (the “Exchangeable Shares”) to the ICP Shareholders;

AND WHEREAS pursuant to the Share Purchase Agreement, the Parent and Exchangeco have agreed to execute a support agreement substantially in the form of this agreement;

NOW THEREFORE in consideration of the respective covenants in this agreement and for other valuable consideration (the receipt and sufficiency of which are acknowledged), the parties agree as follows:

ARTICLE 1 - DEFINITIONS AND INTERPRETATION

1.1	Defined Terms

	Each term denoted herein by initial capital letters and not otherwise defined herein shall have the meaning ascribed thereto in the rights, privileges, restrictions and conditions (collectively the “Share Provisions”) attaching to the Exchangeable Shares as set out in the Articles of Incorporation of Exchangeco annexed hereto as Schedule A, unless the context requires otherwise.

1.2	Interpretation Not Affected by Headings

	The division of this agreement into Articles, sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this agreement. Unless otherwise indicated, all references to an “Article” or “section” followed by a number and/or a letter refer to the specified Article or section of this agreement. The terms “this agreement”, “hereof”, “herein” and “hereunder” and similar expressions refer to

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	this agreement and not to any particular Article, section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

1.3	Number, Gender

	Words importing the singular number only shall include the plural and vice versa. Words importing any gender shall include all genders.

1.4	Date for any Action

	If any date on which any action is required to be taken under this agreement is not a Business Day, such action shall be required to be taken on the next succeeding Business Day. For the purposes of this agreement, a “Business Day” means any day on which commercial banks are open for business in Xxx Xxxx, Xxx Xxxx xxx Xxxxxxxx, Xxxxxx, other than a Saturday, a Sunday or a day observed as a holiday in Montreal, Quebec under the laws of the Province of Quebec or the federal laws of Canada or in New York, New York under the laws of the State of New York or the federal laws of the United States of America.

ARTICLE 2 – COVENANTS OF THE PARENT AND EXCHANGECO

2.1	Covenants Regarding Exchangeable Shares

	So long as any Exchangeable Shares not owned by the Parent or its Affiliates are outstanding, the Parent will:

	(a)	not declare or pay any dividend on the Parent Common Shares unless (i) Exchangeco shall simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions) on the Exchangeable Shares and (ii) Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any such dividend on the Exchangeable Shares or Parent will have provided adequate funds to Exchangeco for the payment of such dividend on the Exchangeable Shares;

	(b)	advise Exchangeco sufficiently in advance of the declaration by the Parent of any dividend on Parent Common Shares and take all such other actions as are reasonably necessary, in cooperation with Exchangeco, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common Shares;

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	(c)	ensure that the record date for any dividend declared on Parent Common Shares is not less than five (5) Business Days after the declaration date of such dividend;

	(d)	take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Exchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, Retraction Price, or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon a Liquidation, the delivery of a Retraction Request by a holder of Exchangeable Shares, or a redemption of Exchangeable Shares by Exchangeco, as the case may be, including, without limitation, all such actions and all such things as are necessary or desirable to enable and permit Exchangeco to cause to be delivered Parent Common Shares to the holders of Exchangeable Shares in accordance with the provisions of sections III 2, III 5 or III 6, as the case may be, of the Share Provisions; and

	(e)	take all such actions and do all such things as are necessary or desirable to enable and permit it, in accordance with applicable law, to perform its obligations arising upon the exercise by it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right including, without limitation, actions and all such things as are necessary or desirable to enable, permit and instruct Exchangeco to cause the Parent Common Shares to be delivered to the holders of Exchangeable Shares in accordance with the provisions of paragraphs III 2(e), III 5(c), III 5(e), III 6(e) and III 6(f) of the Share Provisions.

2.2	Segregation of Funds

	The Parent will cause Exchangeco (and shall fund Exchangeco to the extent necessary) to deposit a sufficient amount of its funds in a separate account of Exchangeco and segregate a sufficient amount of such other of its assets and property as is necessary to enable Exchangeco to pay dividends when due and to pay or otherwise satisfy its respective obligations under sections III 1, III 2, III 5 or III 6 of the Share Provisions, as applicable.

2.3	Issuance and Reservation

	The Parent hereby represents, warrants and covenants in favour of Exchangeco that the Parent has reserved for issuance and will, at all times while any Exchangeable Shares (other than Exchangeable Shares held by the Parent or its affiliates) are outstanding, keep available, free from pre-emptive and other rights,

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	out of its authorized and unissued capital stock the greater of 20,000,000 Parent Common Shares (or other shares or securities into which Parent Common Shares may be reclassified or changed as contemplated by section 2.7 hereof) and that number of Parent Common Shares (a) as is equal to the sum of (i) the number of Exchangeable Shares issued and outstanding from time to time (including any Exchangeable Shares issued pursuant to paragraph III 1(a) of the Share Provisions) and (ii) the number of Exchangeable Shares issuable upon the exercise of all rights to acquire Exchangeable Shares outstanding from time to time (if any) and (b) as are now and may hereafter be required to enable and permit the Parent to meet its obligations under the Voting and Exchange Trust Agreement and under any other security or commitment pursuant to which the Parent may now or hereafter be required to issue Parent Common Shares and to enable and permit Exchangeco to meet its respective obligations hereunder and under the Share Provisions.

2.4	Notification of Certain Events

	Exchangeco will notify the Parent and the Corporation of each of the following events at the time set forth below:

	(a)	in the event of any determination by the Board of Directors of Exchangeco to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Exchangeco or to effect any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;

	(b)	promptly, upon the earlier of receipt by Exchangeco of notice of and Exchangeco otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of Exchangeco or to effect any other distribution of the assets of Exchangeco among its shareholders for the purpose of winding up its affairs;

	(c)	immediately, upon receipt of Exchangeco of a Retraction Request;

	(d)	on the same date on which Notice of Redemption is given to holders of Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Share Provisions; and

	(e)	as soon as practicable upon the issuance by Exchangeco of any Exchangeable Shares or rights to acquire Exchangeable Shares.

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2.5	Delivery of Parent Common Shares to Exchangeco

	In furtherance of its obligations under paragraph 2.1(d) hereof, upon notice from Exchangeco or any holder of Exchangeable Shares of any event that requires Exchangeco to cause to be delivered Parent Common Shares to any holder of Exchangeable Shares, the Parent shall forthwith issue and deliver or cause to be delivered to the former holder of the surrendered Exchangeable Shares the requisite number of Parent Common Shares to be received by, and issued to or to the order of, the former holder of the surrendered Exchangeable Shares, as the former holder(s) shall direct. All such Parent Common Shares shall be duly authorized and validly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance. In consideration of the issuance and delivery of each such Parent Common Share, Exchangeco, shall issue to the Parent, or as the Parent shall direct, common shares of Exchangeco having equivalent value. Notwithstanding any of the foregoing, the Parent will refuse to issue any Parent Common Shares to holders of Exchangeable Shares not made in accordance with the provisions of Regulation S of the Securities Act of 1933 or pursuant to registrations under the Securities Act, an available exemption from registration or this Agreement.

2.6	Non-Issuance of Parent Common Shares

	Notwithstanding any of the provisions of this Agreement, the Parent will refuse to issue any Parent Common Shares to holders of Exchangeable Shares not made in accordance with the provisions of Regulation S of the Securities Act of 1933 or pursuant to registrations under the Securities Act of 1933, an applicable exemption from registration, an applicable exemption under Canadian securities laws or this Agreement.

2.7	Economic Equivalence

	So long as any Exchangeable Shares not owned by the Parent or an Affiliate are outstanding:

(a)	The Parent will not:

	(i)	issue or distribute Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Common Shares) to the holders of all or substantially all of the then outstanding Parent Common Shares by way of stock dividend or other distribution, other than an issue of Parent

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		Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Common Shares) to holders of Parent Common Shares who exercise an option to receive dividends in Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Common Shares) in lieu of receiving cash dividends; or

	(ii)	issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Parent Common Shares entitling them to subscribe for or to purchase Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Common Shares); or

	(iii)	issue or distribute to the holders of all or substantially all of the then outstanding Parent Common Shares (A) shares or securities of the Parent of any class other than Parent Common Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Parent Common Shares), (B) rights, options or warrants other than those referred to in paragraph 2.7(a)(ii) above, (C) evidences of indebtedness of the Parent or (D) assets of the Parent,

		unless the economic equivalent on a per share basis of such rights, options, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Shares.

	(b)	The Parent will not:

	(i)	subdivide, re-divide or change the then outstanding Parent Common Shares into a greater number of Parent Common Shares; or

	(ii)	reduce, combine, consolidate or change the then outstanding Parent Common Shares into a lesser number of Parent Common Shares; or

	(iii)	reclassify or otherwise change Parent Common Shares or effect an amalgamation, merger, reorganization or other transaction affecting Parent Common Shares,

unless the same or economically equivalent change shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares.

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(c)	The Parent will ensure that the record date for any event referred to in paragraphs 2.7(a) or (b) above, (or if no record date is applicable for such event the effective date for any such event), is not less than five Business Days after the date on which such event is declared or announced by the Parent (with contemporaneous notification thereof by the Parent to Exchangeco).

(d)	The Board of Directors of Exchangeco shall determine, in good faith and in its sole discretion, economic equivalence for the purposes of any event referred to in paragraphs 2.7(a) or 2.7(b) above, and each such determination shall be conclusive and binding on the Parent. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of Exchangeco to be relevant, be considered by the Board of Directors of Exchangeco:

	(i)	in the case of any stock dividend or other distribution payable in Parent Common Shares, the number of such shares issued in proportion to the number of Parent Common Shares previously outstanding;

	(ii)	in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase Parent Common Shares (or securities exchangeable for or convertible into or carrying rights to acquire Parent Common Shares), the relationship between the exercise price of each such right, option or warrant and the current market value (as determined by the Board of Directors of Exchangeco in the manner above contemplated) of a Parent Common Share;

	(iii)	in the case of the issuance or distribution of any other form of property (including without limitation any shares or securities of the Parent of any class other than Parent Common Shares, any rights, options or warrants other than those referred to in paragraph 2.7(d)(ii) above, any evidences of indebtedness of the Parent or any assets of the Parent), the relationship between the fair market value (as determined by the Board of Directors of Exchangeco in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Parent Common Share and the current market value (as determined by the Board of Directors of Exchangeco in the manner above contemplated) of a Parent Common Share;

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	(iv)	in the case of any subdivision, redivision or change of the then outstanding Parent Common Shares into a greater number of Parent Common Shares or the reduction, combination, consolidation or change of the then outstanding Parent Common Shares into a lesser number of Parent Common Shares or any amalgamation, merger, reorganization or other transaction affecting Parent Common Shares, the effect thereof upon the then outstanding Parent Common Shares; and

	(v)	in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Parent Common Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares).

		For purposes of the foregoing determinations, the current market value of any security listed and traded or quoted on a securities exchange shall be the weighted average of the daily trading prices of such security during a period of not less than 20 consecutive trading days ending not more than three trading days before the date of determination on the principal securities exchange on which such securities are listed and traded or quoted; provided, however, that if in the opinion of the Board of Directors of Exchangeco the public distribution or trading activity of such securities during such period does not create a market which reflects the fair market value of such securities, then the current market value thereof shall be determined by the Board of Directors of Exchangeco, in good faith and in its sole discretion, and provided further that any such determination by the Board of Directors of Exchangeco shall be conclusive and binding on the Parent;

	(e)	Exchangeco agrees that, to the extent required, upon due notice from the Parent, Exchangeco will use its best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by Exchangeco, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalent with respect to the Parent Common Shares and Exchangeable Shares as provided for in this section 2.7.

2.8	Tender Offers

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	In the event that a tender offer, share exchange offer, issuer bid, takeover bid or similar transaction with respect to Parent Common Shares (an “Offer”) is proposed by the Parent or is proposed to the Parent or its shareholders and is recommended by the Board of Directors of the Parent, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of the Parent, and the Exchangeable Shares are not redeemed by Exchangeco, the Parent will expeditiously take all such actions and do all such things as are necessary or desirable to enable and permit holders of Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Parent Common Shares, without discrimination. Without limiting the generality of the foregoing, the Parent will ensure that holders of Exchangeable Shares may participate in all such Offers without being required to retract Exchangeable Shares as against Exchangeco (or, if so required, to ensure that any such retraction shall be effective only upon, and shall be conditional upon, the closing of the Offer and only to the extent necessary to tender or deposit to the Offer).

2.9	Ownership of Outstanding Shares

	The Parent covenants and agrees in favour of Exchangeco that, as long as any outstanding Exchangeable Shares are owned by any person or entity other than the Parent or any of its Affiliates, the Parent will be and remain the direct or indirect beneficial owner of all issued and outstanding voting shares in the capital of Exchangeco.

2.10	Parent and Affiliates Not to Vote Exchangeable Shares

	The Parent covenants and agrees that it will appoint and cause to be appointed proxy holders with respect to all Exchangeable Shares held by it and its Affiliates for the sole purpose of attending each meeting of holders of Exchangeable Shares in order to be counted as part of the quorum for each such meeting. The Parent further covenants and agrees that it will not, and will cause its Affiliates not to, exercise any voting rights which may be exercisable by holders of Exchangeable Shares from time to time pursuant to the Share Provisions or pursuant to the provisions of the Business Corporations Act (Alberta) (or any successor or other corporate statute by which Exchangeco may in the future be governed) with respect to any Exchangeable Shares held by it or by its Affiliates in respect of any matter considered at any meeting of holders of Exchangeable Shares.

2.11	Rule 10b-18 Purchases

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	For certainty, nothing contained in this agreement, including without limitation the obligations of the Parent contained in section 2.8 hereof, shall limit the ability of the Parent or Exchangeco to make a “Rule 10b-18 Purchase” of Parent Common Shares pursuant to Rule 10b-18 of the U.S. Securities Exchange Act of 1934, as amended, or any successor provisions thereof.

2.12	Representations and Covenants

	(a)	Each of Parent and Exchangeco, jointly and severally, represent to the other such party and all other third-party beneficiaries of this Agreement, that (i) the authorized capital of Exchangeco as of the date hereof consists of an unlimited number of common stock, of which 100 shares are issued and outstanding, and an unlimited number of Class A Exchangeable Shares, of which none are issued and outstanding, and no change has been made or occurred with respect to such authorized capital prior to closing of this Agreement; (ii) immediately prior to issuance of the Exchangeable Shares, Exchangeco has no issued or outstanding capital stock other than the common shares, all of which are owned by the Parent; (iii) there are no claims pending or threatened against the Parent or Exchangeco in regard to any prior transaction or matters; and (iv) there are no continuing, residual or future obligations required to be maintained or performed by Exchangeco with respect to any prior shareholders of Exchangeco or transaction other than in regard to the Parent in its capacity as the sole holder of all common shares of Exchangeco;

	(b)	The Parent undertakes, covenants and agrees that unless and until the first business day immediately following the exchange of all of the Exchangeable Shares: (i) the Parent shall be and remain the sole holder of record and beneficial owner of the common shares of Exchangeco; and (ii) the Parent shall be and remain in sole control of Exchangeco;

	(c)	Each of the Parent and Exchangeco covenant and agree that Exchangeco will not be used for any future transaction, or carry on any business, unless and until all Exchangeable Shares have been exchanged and/or the rights of the holders of the Exchangeable Shares have otherwise terminated in accordance with the Share Provisions.

ARTICLE 3 – PARENT SUCCESSORS

3.1	Certain Requirements in Respect of Combination, etc.

	The Parent shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, merger, transfer, sale, lease or

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	otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom unless the unanimous consent of the holders of the Exchangeable Shares is obtained.

3.2	Vesting of Powers in Successor

	Whenever the conditions of section 3.1 have been duly observed and performed, the parties, if required by section 3.1, shall execute and deliver a supplemental agreement hereto and thereupon the successor of the Parent shall possess and from time to time may exercise each and every right and power of the Parent under this agreement in the name of the Parent or otherwise and any act or proceeding by any provision of this agreement required to be done or performed by the Board of Directors of the Parent or any officers of the Parent may be done and performed with like force and effect by the directors or officers of such successor.

ARTICLE 4 – GENERAL

4.1	Term

	This agreement shall come into force and be effective as of the date hereof and shall terminate and be of no further force and effect at such time as no Exchangeable Shares (or securities or rights convertible into or exchangeable for or carrying rights to acquire Exchangeable Shares) are held by any person or entity other than the Parent and any of its Affiliates.

4.2	Changes in Capital of the Parent and Exchangeco

	At all times after the occurrence of any event contemplated pursuant to sections 2.7 and 2.8 hereof or otherwise, as a result of which either Parent Common Shares or the Exchangeable Shares or both are in any way changed, this agreement shall forthwith be amended and modified as necessary in order that it shall apply with full force and effect, mutatis mutandis, to all new securities into which Parent Common Shares or the Exchangeable Shares or both are so changed and the parties hereto shall execute and deliver an agreement in writing giving effect to and evidencing such necessary amendments and modifications.

4.3	Severability

	If any provision of this agreement is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this agreement shall not

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	in any way be affected or impaired thereby and this agreement shall be carried out as nearly as possible in accordance with its original terms and conditions.

4.4	Amendments, Modifications

	This agreement may not be amended or modified except by an agreement in writing executed by Exchangeco and the Parent and approved by the holders of the Exchangeable Shares in accordance with paragraph III 7(e) of the Share Provisions.

4.5	Ministerial Amendments

	Notwithstanding the provisions of section 4.4, the parties to this agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this agreement for the purposes of:

	(a)	adding to the covenants of any or all parties provided that the Board of Directors of each of Exchangeco and the Parent shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares;

	(b)	making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of Exchangeco and the Parent, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or

	(c)	making such changes or corrections which, on the advice of counsel to Exchangeco and the Parent, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards of Directors of each of Exchangeco and the Parent shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

4.6	Meeting to Consider Amendments

	Exchangeco, at the request of the Parent, shall call a meeting or meetings of the holders of the Exchangeable Shares for the purpose of considering any proposed amendment or modification requiring approval pursuant to section 4.4 hereof.

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	Any such meeting or meetings shall be called and held in accordance with the by-laws of Exchangeco, the Share Provisions and all applicable laws.

4.7	Enurement

	This agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and assigns.

4.8	Notices to Parties

	All notices and other communications between the parties to this agreement shall be in writing and shall be deemed to have been given if delivered personally or by confirmed telecopy to the parties at the following addresses (or at such other address for any such party as shall be specified in like notice):

	if to Exchangeco:	x/x Xxxxxx XXX
		0000 Xxxxxxxx Xxxxxxx Xxxx Place
		10,303 Xxxxxx Xxxxxx
		Xxxxxxxx, Xxxxxxx
		X0X 0X0
	with copy to:	Spiegel Xxxxxx Inc.
		0 Xxxxx Xxxxx Xxxxx
		Xxxxx 0000
		Xxxxxxxx, Xxxxxx
		X0X 0X0

		Attention : Xx. Xxxxxx Xxxxx

		Telecopier: (000) 000-0000

		Taras Chebountchak
	if to the Parent:	President
		c/o 000 Xxxxxx Xxxxx
		Xxxxx 00
		Xxxxxxx, Xxxxxxx, Xxxxxx
		X0X 0X0

		Telecopier: (000) 000-0000

	If to the Trustee:	000 Xxxxxxxx Xxxxxx Xxxx
		Xxxxx 000
		Xxxxxxx, Xxxxxxx

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		M5H 4C3

		Attention: Corporate Trust Department
		Telecopier: (000) 000-0000


		c/o Xx. Xxxx Xxxxxx
	If to the ICP Shareholders:	6995 Xxxxxx-Xxxxx
		Xxxxxxxx, Xxxxxx
		X0X 0X0

		Telecopier: (514) •

	Any notice or other communication given personally shall be deemed to have been given and received upon delivery thereof and if given by telecopy shall be deemed to have been given and received on the date of confirmed receipt thereof unless such day is not a Business Day in which case it shall be deemed to have been given and received upon the immediately following Business Day.

4.9	Counterparts

	This agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

4.10	Jurisdiction

	This agreement shall be construed and enforced in accordance with the laws of the State of Nevada and the laws of the United States of America applicable therein.

4.11	Attornment

	The Parent agrees that any action or proceeding arising out of or relating to this agreement may be instituted in the State of Nevada, waives any objection which it may have now or hereafter to the venue of any such action or proceeding, irrevocably submits to the jurisdiction of the said courts in any such action or proceeding, agrees to be bound by any judgment of the said courts and not to seek, and hereby waives, any review of the merits of any such judgment by the courts of any other jurisdiction and hereby appoints Exchangeco at its registered office in the Province of Alberta as attorney for service of process.

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4.12	Language

	The parties hereto acknowledge that they have requested and are satisfied that this agreement be drawn up in English; Les parties aux présentes reconnaissent qu'elles ont exigé que ce contrat soit rédigé en anglais et s'en déclarent satisfaites.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed as of the date first above written.

FC FINANCIAL SERVICES INC.		1260491 ALBERTA INC.


Per:	/s/ Taras Chebountchak	Per:	/s/ Sass Xxxxxx
	“Parent”		“Exchangeco”

EQUITY TRANSFER & TRUST
COMPANY


Per:	/s/ Xxxxx Xxxxx		/s/ Sass Xxxxxx


Per:	/s/ Xxxx Xxxxxx
	“Trustee”		SASS XXXXXX
			“Peress”



/s/ Xxxx Xxxxx			/s/ Xxxxxx Xxxx
XXXX XXXXX			XXXXXX XXXX
“Xxxxx”			“Ades”


THE SASS XXXXXX FAMILY TRUST		THE PERESS FAMILY TRUST


Per:	/s/ Sass Xxxxxx	Per:	/s/ Sass Xxxxxx
	“Trust I”		“Trust II”


EASTERN LIQUIDITY PARTNERS
LTD.


Per:	/s/ Xxxxxxx Xxxxxx
	“Eastern Liquidity”

SCHEDULE A

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EXCHANGEABLE SHARE SUPPORT AGREEMENT

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