8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

(Date of earliest event reported): December 13, 2005

ELECTRIC CITY CORP.
(Exact name of registrant as specified in its charter)

DELAWARE	001-16265	36-4197337
(State or other jurisdiction of incorporation or organization)	(Commission File #)	(IRS Employer Identification No.)

1280 Landmeier Road, Elk Grove Village, Illinois 60007-2410
(Address of principal executive offices)

(847) 437-1666
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement
	Item 9.01 Financial Statements and Exhibits
SIGNATURE
INDEX TO EXHIBITS
Amended and Restated Mortgage, Assigment of Rents and Security Agreement
Amended and Restated Mortgage Note

Item 1.01 Entry into a Material Definitive Agreement

On December 13, 2005, Electric City Corp. (“Electric City”) and American Chartered Bank (“American Chartered”) entered into a Third Amended and Restated Mortgage, Assignment of Rents and Security Agreement and an Amended and Restated Mortgage Note (collectively, the “Second Amendment”). The original mortgage dated May 29, 2002 in the amount of $735,000 and with a maturity of April 30, 2004, was amended and restated twice, once on September 30, 2003 and again on December 31, 2004 to extend the maturity to February 1, 2006. The Third Amendment extends the maturity of the mortgage indebtedness to February 1, 2007. As of December 13, 2005, the outstanding principal balance on the mortgage was $562,000. The indebtedness continues to bear interest at a rate equal to prime plus ½ of 1%, payable monthly. Principal is payable in monthly installments of $3,000, with the unpaid balance due at maturity.

The description of the Third Amendment is not intended to be complete and is qualified in its entirety by the complete text of the Third Amended and Restated Mortgage, Assignment of Rents and Security Agreement and the Amended and Restated Mortgage Note, which are attached as exhibits 10.1 and 10.2 respectively, to this report and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a)	Not Applicable
(b)	Not Applicable
(c)	Not Applicable
(d)	Exhibits
10.1	Third Amended and Restated Mortgage, Assignment of Rents and Security Agreement
10.2	Amended And Restated Mortgage Note

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ELECTRIC CITY CORP.
Dated: December 15, 2005	By:	/s/ Jeffrey R. Mistarz
		Jeffrey R. Mistarz
		Chief Financial Officer & Treasurer
		(principal financial and accounting officer)

INDEX TO EXHIBITS

Exhibit
Number	Description
10.1	Third Amended and Restated Mortgage, Assignment of Rents and Security Agreement
10.2	Amended And Restated Mortgage Note

EX-10.1

Exhibit 10.1

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL
TO:

Horwood Marcus & Berk Chtd.
180 North LaSalle Street
Suite 3700
Chicago, Illinois 60601
Attn: J. David Ballinger, Esq.

THIRD MODIFICATION TO
MORTGAGE, ASSIGNMENT OF LEASES
AND RENTS, AND SECURITY AGREEMENT

     THIS THIRD MODIFICATION TO MORTGAGE, ASSIGNMENT OF LEASES, AND RENTS, AND SECURITY AGREEMENT (“Modification”) is made as of the 13th day of December, 2005, by ELECTRIC CITY CORP., a Delaware corporation (“Mortgagor”) and AMERICAN CHARTERED BANK, an Illinois banking association (together with its successors and assigns “Bank”).

W I T N E S S E T H

     A. Mortgagor entered into that certain Mortgage, Assignment of Leases and Rents and Security Agreement dated as of May 29, 2002 and recorded with the Cook County Recorder of Deeds as Document Number #0020628480 in favor of Bank, as amended by that Amended and Restated Mortgage, Assignment of Leases and Rents, and Security Agreement dated September 9, 2004 and recorded on April 16, 2005 as Document #0410732101, and that certain Amended Mortgage Modification recorded on January 10, 2005 as Document #0501002435 (collectively, the “Mortgage”); and

     B. The property encumbered by the Mortgage is commonly known as 1280 Landmeier, Chicago, Illinois legally described on Exhibit A attached hereto and made a part hereof (the “Property”); and

     C. The Mortgage secures the payment of the indebtedness of Mortgagor to Bank evidenced by that certain Amended and Restated Mortgage Note dated December ___, 2005, by Mortgagor in favor of Bank, in the maximum principal amount of $562,000.00(the “Mortgage Note”). The Mortgage Note is secured by, among other things, the Mortgage, together with all other documents, instruments and agreements entered into or delivered in connection with the Loan Agreement (collectively, the “Loan Documents”);

     D. Mortgagor has requested that the Bank extend the Maturity Date from February 1, 2006 to February 1, 2007, and Bank is willing to accommodate such requests, subject to the terms and conditions of this Modification.

     NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree that the Mortgage be and is hereby modified and amended as follows:

     1. Amended and Restated Revolving Note. All references in the Mortgage to the Note shall be deemed to refer to the Amended and Restated Mortgage Note dated the date hereof, in the maximum principal amount of $562,000.00(together with any amendments, modifications, extensions, renewals or replacements thereof “Amended and Restated Mortgage Note”).

     2. Full Force and Effect. The provisions of the Mortgage, as amended hereby, are in full force and effect and the Mortgage as so amended is hereby ratified and confirmed and all representations and warranties made therein remain true and correct as of the date hereof.

     3. Priority. Nothing herein contained shall in any manner affect the lien or priority of the Mortgage, or the covenants, conditions and agreements therein contained or contained in the Loan Documents, as amended.

     4. Conflict. In the event of conflict between any of the provisions of the Mortgage and this Modification, the provisions of this Modification shall control.

     5. Representations. Mortgagor hereby renews, remakes and reaffirms the representations and warranties contained in the Mortgage and Loan Documents.

     6. Counterparts. This Modification may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Modification by signing one or more counterparts.

     7. Binding. This Modification is binding upon, and inures to the benefit of, the parties hereto and their respective successors and assigns.

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     IN WITNESS WHEREOF, this Modification has been duly executed as of the day and year first above written.

			ELECTRIC CITY CORP.,
			a Delaware corporation
			By:	/s/ Jeffrey Mistarz
			Name:		Jeffrey Mistarz
			Its:		Chief Financial Officer
STATE OF ILLINOIS		)
	) SS.
COUNTY OF COOK		)

     On this day, before me, the undersigned, a Notary Public in and for the county and state aforesaid, that Jeffrey Mistarz, Chief Financial Officer of ELECTRIC CITY CORP., a Delaware corporation, personally appeared before me and personally known to me the person who executed this Mortgage and acknowledged to me that the execution thereof was his free and voluntary act and deed and as the free and voluntary act of the company for the uses and purposes therein mentioned.

     Given under my hand and official seal this 13th day of December, 2005.

(SEAL)		/s/ Tammy Koeller
	Notary Public

My commission expires:

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EXHIBIT A
Legal Description

LOT 9 IN GULLO INTERNATIONAL CONTEMPORARY PARK, BEING A RESUBDIVISION OF LOT 230 IN HIGGINS INDUSTRIAL PARK UNIT 165, BEING A SUBDIVISION IN THE SE 1/4 OF SECTION 27, TOWNSHIP 41 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN (EXCEPTING THEREFROM THE NORTH 220.00 FEET OF THE EAST 420.00 FEET) IN COOK COUNTY, ILLINOIS.

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EX-10.2

Exhibit 10.2

AMENDED AND RESTATED MORTGAGE NOTE

     WHEREAS, the undersigned, ELECTRIC CITY CORP., a Delaware corporation, and GREAT LAKES CONTROLLED ENERGY CORPORATION, a Delaware corporation (collectively, “Borrowers” individually, a “Borrower”), have executed and delivered to the order of AMERICAN CHARTERED BANK, an Illinois state banking association (“Bank”), an Amended and Restated Mortgage Note dated December 31, 2004, in the original principal amount of $598,000.00 (the “Prior Note”); and

     WHEREAS, Borrowers have requested and Bank has agreed to amend and restate the Prior Note in its entirety to extend the Maturity Date, on the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Prior Note is hereby amended and restated in its entirety as follows:

MORTGAGE NOTE

$562,000.00 December 13, 2005
Chicago, Illinois

     FOR VALUE RECEIVED, the undersigned, ELECTRIC CITY CORP., a Delaware corporation, and GREAT LAKES CONTROLLED ENERGY CORPORATION, a Delaware corporation (collectively, “Borrowers”) hereby promise to pay to the order of AMERICAN CHARTERED BANK, an Illinois state banking association (“Bank”), in immediately available funds, on February 1, 2007, or such earlier maturity date as provided for herein, the principal sum of $562,000.00 (the “Loan”), as follows:

ARTICLE I

     1.1 Repayment of Principal and Interest. Borrowers shall jointly and severally make equal consecutive monthly principal installments of $3,000.00, plus monthly payments of all accrued and unpaid interest. The monthly principal and interest payments shall be due on the first day of each month, commencing January 1, 2006 until January 1, 2007 (“Maturity Date”). A final payment of all outstanding principal and all accrued and unpaid interest shall be due and payable on February 1, 2007, unless such maturity date is accelerated in accordance with the terms hereof.

     1.2 Interest Rate . The outstanding principal balance of this Note shall bear interest a per annum rate equal to the “Prime Rate” (as hereinafter defined) plus .50% (“Mortgage Interest Rate”). Interest on the outstanding principal amount hereunder shall be computed on the basis of the actual number of days elapsed on the basis of a year of 360 days at the Mortgage Interest Rate from time to time in effect.

     As used herein, the term “Prime Rate” shall mean the rate which, at any time and from time

to time, shall be the rate of interest then most recently announced by the Bank as its prime rate, which is not intended to be the Bank’s lowest or most favorable rate of interest at any one time. The effective date of any change in the Prime Rate shall be the date the rate is changed by the Bank. The Bank shall not be obligated to give notice of any change in the Prime Rate. Interest on the unpaid principal balance of the Loan shall be payable, in arrears, beginning on January 1, 2006, and continuing of the last day of each month thereafter, and on the Maturity Date.

     1.3 Prepayment. Borrowers shall be permitted to make prepayment of the indebtedness evidenced by this Note, in whole or in part, from time to time as the Borrowers may desire without penalty or premium.

ARTICLE II

     2.1 Security for Payment; Loan Documents. This Note is secured by a certain Mortgage, Assignment of Leases and Rents and Security Agreement securing the property commonly known as 1280 Landmeier Road, Elk Grove Village, Illinois (the “Mortgage”) and the other “Loan Documents” referred to therein. Reference is hereby made to the Mortgage, Security Agreements and the other Loan Documents, which are incorporated herein by this reference as fully and with the same effect as if set forth herein at length.

     2.2 Event of Default. Borrowers, without notice or demand of any kind, shall be in default hereunder if:

          (a) any amount payable on this Note or on any other liability or obligation of the Borrowers to the Bank, howsoever created, arising or evidenced, and howsoever owned, held or acquired, whether now or hereafter existing, whether now due or to become due, whether direct or indirect, or absolute or contingent, and whether several, joint or joint and several, including, without limitation any guaranty executed by the Borrowers for the benefit of the Bank (all of which liabilities and obligations, including this Note, are hereinafter called the “Obligations”) is not paid when due; or

          (b) Borrowers shall otherwise fail to perform any of the promises to be performed by the Borrowers hereunder or under any other security agreement or other agreement with the Bank, including, but not limited to the obligations set forth in Article IV herein and such failure shall continue beyond any grace period applicable thereto; or

          (c) the Borrowers or any other party liable with respect to the Obligations, or any guarantor or accommodation endorser or third party pledgor, shall make any assignment for the benefit of creditors, or there shall be commenced any bankruptcy, receivership, insolvency, reorganization, dissolution or liquidation proceedings by or against, or the entry of any judgment, levy, attachment, garnishment or other process, or the filing of any lien against the Borrowers or any guarantor, or any other party liable with respect to the Obligations, or accommodation endorser or third party pledgor for any of the Obligations, or against any of the Collateral (as defined below) or any of the collateral under a separate security agreement signed by any one of them; or

          (d) there be any deterioration or impairment of any of the Collateral hereunder or any of the collateral under any security agreement executed by the Borrowers or any other party liable with respect to the Obligations, or any guarantor or accommodation endorser or third party pledgor for

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any of the Obligations, or any decline or depreciation in the value or market price thereof (whether actual or reasonably anticipated), which causes said Collateral or collateral in the sole opinion of the Bank acting in good faith, to become unsatisfactory as to value or character, or which causes the Bank to reasonably believe that it is insecure and that the likelihood for repayment of the Obligations is or will soon be impaired, time being of the essence; or

          (e) if this Note is secured by an additional or separate security agreement, then, the occurrence of any default thereunder; or

          (f) there is a discontinuance by any guarantor of any guaranty of Obligations hereunder; or the determination by the Bank that a material adverse change has occurred in the financial condition of the Borrowers from the condition set forth in the most recent financial statement of the Borrowers furnished to the Bank, or from the financial condition of the Borrowers most recently disclosed to the Bank in any manner; or

          (g) any oral or written warranty, representation, certificate or statement of the Borrowers to the Bank is untrue in any material respect; or

          (h) the failure to do any act necessary to preserve and maintain the value and collectability of the Collateral; or

          (i) failure of the Borrowers after request by the Bank to furnish financial information or to permit inspection by the Bank of the Borrowers’ books and records; or

          (j) any guarantor of this Note or of any of the other Obligations shall contest the validity of such guaranty.

     2.3 Acceleration of Maturity. At any time after the occurrence of any Event of Default which is continuing, Bank has the option, without demand or notice, to declare the unpaid principal of this Note, together with all accrued interest and other sums evidenced by or secured by the Mortgage or any other of the Loan Documents, at once due and payable to the extent permitted by law; to foreclose the Mortgage and the liens or security interests securing the payment of this Note; and to exercise any and all other rights and remedies available at law or in equity or under the Mortgage or any of the other Loan Documents.

     2.4 Remedies. No delay on the part of the Bank in exercising any right under this Note, the Loan Documents or other undertaking securing or affecting this Note, shall operate as a waiver of such right or any other right under this Note, nor shall any omission in exercising any right on the part of the Bank under this Note operate as a waiver of any other right.

     2.5 Default Interest Rate. While any Event of Default exists, interest on the unpaid principal balance of the Loan from time to time will accrue at an annual rate (“Default Rate”) equal to the Mortgage Interest Rate plus 3.0%, and Borrowers shall pay such interest upon demand, or if no such demand is made, then at the times installments of interest and/or principal are due as provided herein.

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     2.6 Costs. Borrowers shall pay all costs and expenses of Bank, including reasonable attorneys’ fees and costs incurred by the Bank in enforcing this Note.

ARTICLE III

     3.1 Notices. Any notice, demand, request or other communication which any party may be required or may desire to give will be deemed to have been given if made in accordance with the terms of the Mortgage.

     3.2 Governing Law. The validity, enforcement and interpretation of this Note shall for all purposes be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflicts of law principles, and applicable United States federal law, and is intended to be performed in accordance with, and only to the extent permitted by, such laws. Borrowers hereby irrevocably submit generally and unconditionally for Borrowers and in respect of Borrowers’ property to the jurisdiction of any local court, or any United States federal court, sitting in Cook County, State of Illinois, over any suit, action or proceeding arising out of or relating to this Note or the Loan. Borrowers hereby irrevocably waive, to the fullest extent permitted by law, any objection that Borrowers may now or hereafter have to the laying of venue in any such court and any claim that any such court is an inconvenient forum. Nothing herein shall affect the right of Bank to serve process in any manner permitted by law or limit the right of Bank to bring proceedings against Borrowers in any other court or jurisdiction.

     3.3 Waivers. Borrowers and each Obligor waive any and all presentment, demand, notice of dishonor, protest, and all other notices and demands in connection with the enforcement of the Bank’s rights hereunder. No default shall be waived by the Bank except in writing. No delay on the part of the Bank in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Bank of any right of remedy shall operate as a waiver thereof, and no single or partial exercise by the Bank of any right or remedy shall preclude other or further exercise thereof, or the exercise of any other right or remedy. This Note: (i) is valid, binding and enforceable in accordance with its provisions, and no conditions exist to the legal effectiveness of this Note; (ii) contains the entire agreement between the Borrower and the Bank; (iii) taken with the Mortgage and the other Loan Documents, is the final expression of their intentions; and (iv) supersedes all negotiations, representations, warranties, commitments, offers, contracts (of any kind or nature, whether oral or written) prior to or contemporaneous with the execution hereof. Other than as set forth in the Mortgage and the other Loan Documents, no prior or contemporaneous representations, warranties, understanding, offers or agreements of any kind or nature, whether oral or written, have been made by the Bank or relied upon by the Borrowers in connection with the execution hereof. No modification, discharge, termination or waiver of any of the provisions hereof shall be binding upon the Bank, except as expressly set forth in a writing duly signed and delivered on behalf of the Bank.

     3.4 Construction. The validity and construction of this Note and all matters pertaining thereto are to be determined and construed according to the laws of the State of Illinois, without regard to its conflicts of law principles. The captions and headings of this Note are for convenience only and shall be disregarded in construing it.

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     3.5 Business Loan. Borrowers hereby represents that: (a) the proceeds of the Loan will be used for the purposes specified in 815 ILCS 205/4(1)(a) or (c) of the Illinois Compiled Statutes, as amended; (b) the Loan constitutes a “business loan” within the purview of those Sections; and (c) the proceeds of the Loan will not be used for the purchase of registered equity securities within the purview of Regulation “U” issued by the Board of Governors of the Federal Reserve System.

     3.6 Severability. In the event any provision (or any part of any provision) contained in this Note shall for any reason be finally held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision (or remaining part of the affected provision) of this Note; but this Note shall be construed as if such invalid, illegal or unenforceable provision (or part thereof) had never been contained herein, but only to the extent it is invalid, illegal or unenforceable.

     3.7 Usury. Notwithstanding any provisions of this Note or any instrument securing payment of the indebtedness evidenced by this Note to the contrary, it is the intent of Bank that Bank shall never be entitled to receive, collect or apply, as interest on principal of the indebtedness, any amount in excess of the maximum rate of interest permitted to be charged by applicable law; and if under any circumstance whatsoever, fulfillment of any provision of this Note, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by applicable law, then the obligation to be fulfilled shall be reduced to the limit of such validity; and in the event Bank ever receives, collects or applies as interest any such excess, such amount which would be excess interest will be deemed a permitted partial prepayment of principal without penalty or premium and treated as such; and if the principal amount secured hereby is paid in full, any remaining excess funds shall forthwith be paid to Borrowers. In determining whether or not interest of any kind payable hereunder, under any specific contingency, exceeds the highest lawful rate, Borrowers and Bank will, to the maximum extent permitted under applicable law, (1) characterize any non-principal payment as an expense, fee or premium rather than as interest and (2) amortize, prorate and allocate such payment so that the interest on account of such indebtedness does not exceed the maximum amount permitted by applicable law. Bank shall not be subject to any penalties provided by any laws for contracting for, charging or receiving interest in excess of the maximum lawful rate.

     3.8 Successors and Permitted Assigns. This Note shall inure to and bind (i) Borrowers and Borrowers’ successors and permitted assigns, and (ii) Bank and Bank’s successors and assigns. Without limitation of the foregoing, Borrowers expressly acknowledge that, after the closing of the Loan, Bank may assign and transfer all rights and interests of the Bank hereunder to an assignee to be identified by Bank, and acknowledge and agree that, upon execution and delivery of the assignment in relation thereto, such assignee shall hold all of the rights and interests of Bank hereunder.

     3.9 Time of Essence. Time shall be of the essence as to each and every provision of this Note.

     3.10 Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWERS AND BANK HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY ACTION, CAUSE OF ACTION, CLAIM, DEMAND OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS NOTE, OR IN ANY WAY CONNECTED WITH,

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RELATED TO OR INCIDENTAL TO THE DEALING OF BORROWERS AND BANK WITH RESPECT TO THIS NOTE, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWERS AND BANK HEREBY AGREE THAT ANY SUCH ACTION, CAUSE OF ACTION, CLAIM, DEMAND OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT BANK OR BORROWERS MAY FILE AN EXECUTED COPY OF THIS NOTE WITH ANY COURT OR OTHER TRIBUNAL AS WRITTEN EVIDENCE OF THE CONSENT OF EACH OF BORROWERS AND BANK TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTION OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS NOTE. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY BORROWERS, AND BORROWERS HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY, THAT THEY HAVE BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED BY BORROWERS OF THEIR OWN FREE WILL, AND THAT THEY HAVE HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

ARTICLE IV

     4.1 Security. As security for the payment of this Note and any and all other liabilities and Obligations of the Borrowers to the Bank, the Borrowers do hereby pledge, assign, transfer and deliver to the Bank and do hereby grant to the Bank a continuing security interest in and to any property of the Borrowers of any kind or description, tangible or intangible, now or hereafter assigned, transferred or delivered to or left in or coming into the possession, control or custody of, or in transit to, the Bank or any agent or bailee for the Bank, by or for the account of the Borrowers, whether expressly as collateral security or for any other purpose, including, without limitation, all property left with the Bank whether held in a general or special account or for safekeeping or otherwise, all dividends, interest, or other rights in connection with any securities included in said property left with the Bank whether held in a general or special account or for safekeeping or otherwise, all dividends, interest, or other rights in connection with any securities included in said property coming into the possession of the Bank in any way and any property covered by a security agreement signed or assigned by the Borrowers in favor of the Bank, including, but not limited to the cash, accounts, inventory, negotiable instruments, documents of title, chattel paper, certificates of deposit, securities, deposit accounts, other cash equivalents and all other property of whatever description of the Borrowers, or any one of them, whether now existing or hereafter acquired, and now or hereafter in the possession or control of or assigned to the Bank, and the products and proceeds therefrom, including the proceeds of insurance thereon; and the additional property of the Borrowers, whether now existing or hereafter arising or acquired, together with any substitutions therefore, accessions thereto, or products and proceeds therefrom, including the proceeds of insurance thereon, but excluding in all events any personal property of Borrowers and proceeds as to which a security interest has been granted by Borrowers in favor of Laurus Master Fund, Ltd. (“Laurus Collateral”).

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     All of the aforesaid property and the products and proceeds therefrom, including the proceeds of insurance thereon, other than the Laurus Collateral, are herein collectively called the “Collateral.” The terms used herein to identify the Collateral shall have the respective meanings assigned to such terms in the Illinois Uniform Commercial Code, as in effect from time to time. The cancellation or surrender of this Note, upon payment or otherwise, shall not affect the right of the Bank to retain the Collateral for any other of the Obligations.

ARTICLE V

     Each Borrower shall maintain all of its operating, cash management, depository, payment, lock box, remittance and investment accounts with Bank and shall collectively maintain balances in such accounts as are necessary to compensate Bank for any service charges on such accounts. Each Borrower shall deposit into such accounts all amounts necessary to pay any service charges payable to Bank immediately following notice from Bank of the amount by which such service charges exceed the balance in such accounts.

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     IN WITNESS WHEREOF, Borrowers have caused this Note to be executed and delivered as of the date first stated above.

ELECTRIC CITY CORP., a Delaware corporation
By:	/s/ Jeffrey Mistarz
Its:	Chief Financial Officer
GREAT LAKES CONTROLLED ENERGY
CORPORATION, a Delaware corporation
By:	/s/ Jeffrey Mistarz
Its:	Treasurer

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