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                                                                   EXHIBIT 10.52

                              EMPLOYMENT AGREEMENT

     This Employment Agreement ("Agreement"), dated as of January 1, 2003 (the
"Effective Date"), is made by and among Jeffrey Mistarz ("Mr. Mistarz") and
Electric City Corp., a Delaware corporation (the "Company").

     WHEREAS, Mr. Mistarz is currently employed by the Company as its Executive
Vice President, Chief Financial Officer and Treasurer; and

     WHEREAS, Mr. Mistarz' employment with the Company has been governed
pursuant to an employment agreement dated as of the 14th day of January 2000,
under which Mr. Mistarz commenced his employment with the Company on January 1,
2000 and which employment agreement expired on December 31, 2002; and

     WHEREAS, the Company desires to enter into a new employment agreement with
Mr. Mistarz on the terms set forth herein and Mr. Mistarz is agreeable to this.

     NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Mr. Mistarz do
hereby agree as follows:

Section 1. EMPLOYMENT AND DUTIES. On the terms and subject to the conditions set
forth in this Agreement, the Company hereby employs Mr. Mistarz as its Executive
Vice President, Chief Financial Officer and Treasurer to render such services as
would be customary for such offices and to render such other services and
discharge such other responsibilities as the Chief Executive Officer or the
Board of Directors of the Company may, from time to time, stipulate and which
shall not be inconsistent with the aforementioned positions. Mr. Mistarz'
employment pursuant to this Agreement shall commence on January 1, 2003 and
terminate on December 31, 2005, unless earlier terminated pursuant to the
termination provisions of this Agreement.

Section 2. PERFORMANCE. (a) Mr. Mistarz accepts the employment as set forth in
Section 1 herein and agrees to concentrate all of his professional time and
efforts to the performance of the services described therein, including the
performance of such other services and responsibilities as the Chief Executive
Officer or the Board of Directors of the Company may from time to time stipulate
and which shall not be inconsistent with the aforementioned positions.

(b) Without limiting the generality of the foregoing, Mr. Mistarz ordinarily
shall devote not less than five (5) days per week (except for vacations and
regular business holidays observed by the Company) on a full-time basis, during
normal business hours Monday through Friday. Mr. Mistarz further agrees that
when the performance of his duties reasonably requires, he shall be present on
the Company's premises or engaged in service

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to or on behalf of the Company at such times except during vacations, regular
business holidays or weekends.

Section 3. TERM/TERMINATION.
3.1 TERM. The term of employment under this Agreement (the "Employment Period")
shall commence on January 1, 2003 and shall terminate on December 31, 2005
unless earlier terminated pursuant to the termination provisions set forth
herein. Notwithstanding anything to the contrary herein, the parties acknowledge
and agree that Mr. Mistarz' employment may be terminated by the Company only for
Due Cause (as hereinafter defined). At the end of the Employment Period, the
continuation of Mistarz' employment with the Company shall be at the will of the
Company and Mr. Mistarz on terms and conditions agreed to by the Company and Mr.
Mistarz and there shall be no obligation on the part of the Company or Mr.
Mistarz to continue such employment, provided, however, that not later than
September 1, 2005, the Company and Mr. Mistarz shall provide to each other
reasonably specific notice of their respective intentions with regard to
continuation of Mr. Mistarz' employment subsequent to the Employment Period.

3.2 TERMINATION FOR DUE CAUSE. The Employment Period may be terminated by the
Company for Due Cause only for the following reasons and upon the terms and
conditions set forth in this Section 3.2. The Company, by a vote of a majority
of the Board of Directors, effective upon written notice of such termination to
Mr. Mistarz, such notice made pursuant to Section 6 herein, may terminate Mr.
Mistarz' employment hereunder in the event of (i) a material breach by Mr.
Mistarz of his covenants under this Agreement if such material breach is not
remedied within fifteen (15) calendar days following written notice by the
Company; (ii) commission by Mr. Mistarz of theft or embezzlement of property of
the Company or other acts of dishonesty of a material nature; (iii) commission
by Mr. Mistarz of a crime resulting in a material injury to the businesses,
properties or reputations of the Company or any of its affiliates; (iv)
commission of an act by Mr. Mistarz in the performance of his duties hereunder
reasonably determined by a majority of the board of directors of the Company to
constitute gross, willful or wanton negligence; (v) willful refusal of Mr.
Mistarz to perform, or substantial neglect of, the duties assigned to Mr.
Mistarz pursuant to Section 1 of this Agreement if such refusal or neglect is
not remedied within fifteen (15) calendar days following written notice by the
Company; or (vi) any significant violation by Mr. Mistarz of any statutory or
common law duty of loyalty to the Company or its affiliates. All compensation
paid to Mr. Mistarz shall immediately cease upon termination for Due Cause
hereunder except accrued and unpaid compensation and all unvested Stock Options
shall immediately expire.

3.3 TERMINATION DUE TO DEATH. The Employment Period shall be terminated upon the
death of Mr. Mistarz. All compensation paid to Mr. Mistarz shall immediately
cease upon such termination except for accrued and unpaid compensation pursuant
to Section 4.1 herein and earned but unpaid bonus payments pursuant to Section
4.2 herein. All unvested Stock Options shall immediately expire.

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3.4 TERMINATION DUE TO PERMANENT TOTAL DISABILITY. The Employment Period may be
terminated upon the Permanent Total Disability (as defined in this Section 3.4)
of Mr. Mistarz by written notice of termination from the Company. Permanent
Total Disability is defined as the inability by Mr. Mistarz to perform
substantially all of the services required pursuant to this Agreement for a
continuous period of one-hundred eighty (180) days or for a period aggregating
at least one-hundred eighty (180) days in any consecutive twelve (12) month
period when such inability is caused by illness or a physical or mental
disability. Such Permanent Total Disability shall be determined by a physician
selected jointly by the parties hereto.

3.5 TERMINATION OTHER THAN DUE CAUSE, DEATH, DISABILITY OR RESIGNATION. In the
event that Mr. Mistarz' employment is terminated for reasons other than Due
Cause, death, Permanent Total Disability or resignation, then all Stock Options
scheduled to vest within one year of such termination shall vest immediately and
the Company shall pay as severance compensation to Mr. Mistarz the greater of
(i) the balance due under the terms of this Agreement or (ii) six (6) months
salary compensation at his then annual salary compensation rate, including bonus
earned as of the termination date. Any severance compensation paid to Mr.
Mistarz shall be paid ratably over the remaining payment period following
termination. Any bonus compensation earned as of the termination date shall be
paid to Mr. Mistarz pursuant to the bonus payment schedule set forth in Section
4.2 herein.

3.6 TERMINATION BY MR. MISTARZ. Mr. Mistarz may terminate the Employment Period
(i) in the event the Company has breached a material term or condition of this
Agreement which is not cured or remedied within fifteen (15) days following such
breach or (ii) at Mr. Mistarz' convenience. In the event that Mr. Mistarz'
resignation is due to an uncured breach by the Company, such resignation shall
be deemed a termination by the Company without Due Cause for purposes of vesting
of Stock Options pursuant to Section 4.3 herein and for determining payments of
severance under Section 3.5 and for payments of salary and bonus compensation as
set forth in Sections 4.1 and 4.2, respectively, herein. In the event that the
Employment Period is terminated by Mr. Mistarz at his convenience, then Mr.
Mistarz will be due any earned but unpaid salary, vacation and bonus
compensation as set forth in Sections 4.1 and 4.3, respectively, herein. All
vested stock options not exercised by Mr. Mistarz within ninety (90) days
following the termination date of such termination for convenience shall be
cancelled, and any unvested Stock Options shall be cancelled as of such
termination date.

3.7 SURRENDER OF PROPERTIES. Upon termination of Mr. Mistarz' employment with
the Company, regardless of the cause therefore, Mr. Mistarz shall promptly be
deemed to have resigned from the Company and as an officer and director of any
of the Company's affiliates, if serving as such at that time, and shall
surrender to the Company or its affiliates all property provided to him by the
Company or its affiliates, as applicable, for use in relation to his employment
and further, Mr. Mistarz shall surrender to the Company or its affiliates, as
applicable, any and all documents and materials, price lists, files, patent
applications, records, models or other materials and information of or

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pertaining to the Company or its affiliates or their customers or prospective
customers or the products, businesses and operations of the Company or its
affiliates.

3.8 SURVIVAL OF COVENANTS. The covenants of Mr. Mistarz set forth in Section 5
herein shall survive the termination of the Employment Period or termination of
this Agreement.

Section 4. COMPENSATION/EXPENSES.
4.1 SALARY. In exchange for the services to be rendered by Mr. Mistarz
hereunder, the Company agrees to pay, during the Employment Period, a salary at
an annual rate of One Hundred Seventy Five-Thousand dollars ($175,000) beginning
January 1, 2003 through December 31, 2003 and a salary at an annual rate of Two
Hundred Ten-Thousand dollars ($210,000) beginning January 1, 2004 through
December 31, 2005, which salary shall be payable in equal semi-monthly
installments, beginning not later than January 15, 2003, or at such other
intervals, but not less than once per month, as may be consistent with the
Company's normal compensation schedule.

4.2 BONUS. The Company shall establish an annual bonus plan of which certain
management employees of the Company shall be eligible to participate, which
annual bonus plan shall comprise a calendar year (the "Plan Year"). Mr. Mistarz
will be eligible to participate in such annual bonus plan during the term of
this Agreement with goals (the "Annual Goals") established and approved by the
Compensation Committee of the Board of Directors and subject to approval of the
Board of Directors. The goals that shall serve as the basis of evaluation for
any payments awarded pursuant to the Company's annual bonus plan shall be
established and approved by the Compensation Committee of the Board of Directors
and approved by the Board of Directors. At the conclusion of the Plan Year, the
Compensation Committee of the Board of Directors shall determine the level of
success achieved by Mr. Mistarz against the Annual Goals and recommend the
amount of the annual bonus plan payment to the Board of Directors. If Mr.
Mistarz' employment is terminated for reasons other than Due Cause or his
voluntary resignation, he will be entitled to receive any bonus earned up to the
date of termination as reasonably determined by the Compensation Committee. All
payments related to the annual bonus plan are subject to the prior approval by
the Board of Directors.

4.3 STOCK OPTIONS. (a) The Company hereby grants to Mr. Mistarz stock options
(the "Stock Options") to purchase Four-Hundred Thousand (400,000) shares of the
Company's common stock at a price per share that is equal to the greater of (X)
the closing price per share of the Company's common stock on the Effective Date
(the "Exercise Price"), or (Y) $1.00 per share. Such Stock Options shall vest in
accordance with the following schedule:
 -   On December 31, 2003, so long as Mr. Mistarz is employed by the Company as
     its Chief Financial Officer on such date, Mr. Mistarz shall become
     immediately vested in Stock Options to purchase One-Hundred Thirty-Three
     Thousand Three-Hundred Thirty-Four (133,334) shares of the Company's common
     stock at the Exercise Price;
 -   On December 31, 2004, so long as Mr. Mistarz is employed by the Company as
     its Chief Financial Officer on such date, Mr. Mistarz shall become
     immediately

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     vested in Stock Options to purchase One-Hundred Thirty-Three Thousand
     Three-Hundred Thirty-Three (133,333) shares of the Company's common stock
     at the Exercise Price;
 -   On December 31, 2005, so long as Mr. Mistarz is employed by the Company as
     its Chief Financial Officer on such date, Mr. Mistarz shall become
     immediately vested in Stock Options to purchase One-Hundred Thirty-Three
     Thousand Three-Hundred Thirty-Three (133,333) shares of the Company's
     common stock at the Exercise Price.

(b) REGISTRATION RIGHTS. Mr. Mistarz shall have piggy-back registration rights
for all shares of the Company's common stock obtained through the exercise of
any Stock Options granted pursuant to this Section 4.3 for any registration
statement filed by the Company with the Securities and Exchange Commission,
except that Mr. Mistarz agrees to waive his registration rights for any
registration undertaken at the request of, or registration that includes, the
holders of the Company's Series A Convertible Preferred Stock and/or the
Company's Series C Convertible Preferred Stock and/or the rights of any other
holders of the Company's preferred stock to the extent that such waiver is
requested by such holders. In addition, Mr. Mistarz agrees that his registration
rights shall be subject to underwriter cutbacks as may be requested by an
underwriter with respect to a registration of the Company's common stock. The
Company shall bear the cost of registering the shares pursuant to this Section
4.3.1.

(c) SALE OF ASSETS: CHANGE IN CONTROL. For all purposes of this Agreement, a
"Change in Control" shall be deemed to have occurred when (i) the Company is
merged or consolidated with another entity which is not then controlled by the
Company and, as a result, such merger or consolidation results in at least
fifty-one percent (51%) or greater of the Company's common stock being
controlled or owned by another entity, or (ii) a majority of the Company's
assets are sold or otherwise transferred to another entity that is not then
controlled by or affiliated with the Company. Upon the occurrence of a Change in
Control, the Stock Options granted pursuant to this Section 4.3 shall be
automatically and immediately vested and become exercisable by Mr. Mistarz
subject to the terms of this Agreement.

(d) TERMS GOVERNING STOCK OPTIONS. Unless otherwise provided herein, the terms
of the Stock Options granted pursuant to this Section 4.3 shall be governed in
accordance with the provisions of the Company's 2001 Employee Stock Incentive
Plan. The Stock Options issued pursuant to this agreement shall be incentive
stock options to the extent permitted by law and the terms of the Plan, and the
balance shall be non-qualified options. If Mr. Mistarz' employment with the
Company is terminated for Due Cause (as hereinafter defined) or a voluntary
resignation, such Stock Options not vested as of such termination date shall
terminate. If Mr. Mistarz' employment with the Company is terminated for reasons
other than Due Cause (except voluntary resignation), then any Stock Options
vested as of such date shall survive under the terms of this Agreement and any
unvested Stock Options as of such date shall then vest pursuant to the terms of
this Section 4.3. All granted but unexercised Stock Options shall terminate ten
years from the Effective Date of this agreement.

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4.4 INSURANCE. During the Employment Period, the Company shall continue to
provide, at its expense and if Mr. Mistarz continues to be eligible and
qualifies for such benefits, (i) long-term disability insurance providing for
disability benefits substantially equivalent to such benefits currently provided
to him, (ii) term life insurance benefits substantially equivalent to such
benefits currently provided to him, (iii) medical and dental (if offered by the
Company) insurance for Mr. Mistarz and his family substantially equivalent to
such benefits provided to other employees of the Company, (iv) directors and
officers liability insurance, in such amount as may be determined by the board
of directors of the Company, but not in an amount that may be inconsistent with
the statutory limitations of such insurance under the laws of the State of
Delaware and (v) any other benefits offered from time-to-time to other
executives of the Company. Mr. Mistarz agrees to submit to any medical or other
examination and to execute and deliver any application or other instrument in
writing, reasonably necessary to effectuate such insurance.

4.5 BUSINESS EXPENSES. Mr. Mistarz shall be reimbursed for business-related
expenses that he incurs pursuant to his employment with the Company, such
expenses to be timely submitted and reasonable, and subject to review and
approval by the Chief Executive Officer. Mr. Mistarz shall provide the Company
with expense reports detailing business-related expenses and supporting
documentation and other substantiation of such expenses that conform to the
reporting requirements of the Company and requirements of the Internal Revenue
Service.

4.6 VACATION. Mr. Mistarz shall be entitled to twenty (20) paid vacation days
per calendar year. Any unused vacation time may not be accumulated and carried
over to the next calendar year.

Section 5. COVENANTS OF MR. MISTARZ.
5.1 CONFIDENTIALITY. During the Employment Period and following the termination
thereof for any reason, Mr. Mistarz shall not disclose or make any use of, for
his own benefit or for the benefit of a business or entity other than the
Company or its affiliates, any secret or confidential information, lists of
customers and prospective customers or any other information of or pertaining to
the Company or its affiliates that is not generally known within the trade of
the Company or its affiliates or which is not publicly available.

5.2 INVENTIONS AND SECRECY. Except as otherwise provided in this Section 5.2,
Mr. Mistarz (i) shall hold in a fiduciary capacity for the benefit of the
Company and its affiliates, all secret and confidential information, knowledge,
or data of the Company and its affiliates obtained by Mr. Mistarz during his
employment by the Company, which is not generally know to the public or
recognized as standard practice (whether or not developed by Mr. Mistarz) and
shall not, during his employment by the Company and following the termination of
such employment for any reason, communicate or divulge any such information,
knowledge or data to any person or entity other than the Company or its
affiliates or persons or entities designated by the Company; (ii) shall promptly
disclose to the Company all inventions, ideas, devices and processes made or
conceived by him along or jointly with others, from the time of entering the
Company's employ and until

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such employment is terminated and for a one (1) year period following such
termination, relevant or pertinent in any way, whether directly or indirectly,
to the Company or its affiliates or resulting from or suggested by any work
which he may have done for or at the request of the Company or its affiliates;
(iii) shall at all times during his employment with the Company, assist the
Company and its affiliates in every proper way (at the expense of the Company)
to obtain and develop for the benefit of the Company patents on such inventions,
ideas, devices and processes, whether or not patented; and (iv) shall do all
such acts and execute, acknowledge and deliver all such instruments as may be
necessary or desirable in the opinion of the Company to vest in the Company, the
entire interest in such inventions, ideas, devices and processes referred to in
this Section 5.2.

5.3 COMPETITION FOLLOWING TERMINATION. Within the two (2) year period following
termination, for any reason, of Mr. Mistarz' employment with the Company, Mr.
Mistarz shall not, without the prior written consent of the Company, which
consent may be withheld at the sole discretion of the Company, (i) engage
directly or indirectly, whether as an officer, director, stockholder (of 10% or
more of such entity), partner, majority owner, managerial employee, creditor, or
otherwise with the operation, management or conduct of any business that
competes with the businesses of the Company or its affiliates being conducted at
the time of such termination; (ii) solicit, contact, interfere with, or divert
any customer served by the Company or its affiliates, or any prospective
customer identified by or on behalf of the Company or its affiliates (such
customers and prospective customers existing or identified by the Company as of
the date of Mr. Mistarz' termination) if such intention is to divert business
from or compete with the Company; or (iii) solicit any person then or previously
employed by the Company or its affiliates to join Mr. Mistarz, whether as a
partner, agent, employee or otherwise, in any enterprise engaged in a business
similar to the businesses of the Company or its affiliates being conducted at
the time of such termination.

5.4 ACKNOWLEDGEMENT. Mr. Mistarz acknowledges that the restrictions set forth in
this Section 5 are reasonable in scope and essential to the preservation of the
businesses and proprietary properties of the Company and its affiliates and that
the enforcement thereof will not in any manner preclude Mr. Mistarz, in the
event of his termination of employment with the Company, from becoming gainfully
employed in such manner and to such extent as to provide a reasonable standard
of living for himself, the members of his family and those dependent upon him of
at least the sort and fashion to which he and they have become accustomed and
may expect.

5.5 SEVERABILITY - COVENANTS. The covenants of Mr. Mistarz contained in this
Section 5 shall each be construed as an agreement independent of any other
provision in this Agreement and the existence of any claim or cause of action of
Mr. Mistarz against the Company or its affiliates, whether predicated on this
Agreement or otherwise, shall not constitute a defense to the enforcement by the
Company or its affiliates of such covenants. The parties hereto expressly agree
and contract that it is not the intention of any party to violate any public
policy, statutory or common law, and that if any sentence, paragraph, clause or
combination of the same of this Agreement is in violation of the law of any
state where applicable, such sentence, paragraph, clause or combination of the

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same shall be void in the jurisdictions where it is unlawful and the remainder
of such provision and this Agreement shall remain binding on the parties to make
the covenants of this Agreement binding only to the extent that it may be
lawfully done under existing applicable laws. In the event that any part of any
covenant of this Agreement is determined by a court of law to be overly broad
thereby making the covenant unenforceable, the parties hereto agree, and it is
their desire, that such court shall substitute a judicially enforceable
limitation in its place, and that as so modified the covenant shall be binding
upon the parties as if originally set forth herein.

Section 6. INDEMNIFICATION. In addition to any rights Mr. Mistarz may have under
the Company's charter or by-laws, the Company agrees to indemnify Mr. Mistarz
and hold Mr. Mistarz harmless, both during the Term and thereafter, against all
costs, expenses (including, without limitation, fines, excise taxes and
attorneys' and accountants' fees) and liabilities (other than settlements to
which the Company does not consent, which consent shall not be unreasonably
withheld) (collectively, "Losses") reasonably incurred by Mr. Mistarz in
connection with any claim, action, proceeding or investigation brought against
or involving Mr. Mistarz with respect to, arising out of or in any way relating
to Mr. Mistarz' employment with the Company or (if applicable) Mr. Mistarz'
service as a director of the Company; PROVIDED, however, that the Company shall
not be required to indemnify Mr. Mistarz for Losses incurred as a result of Mr.
Mistarz' intentional misconduct or gross negligence (other than matters where
Mr. Mistarz acted in good faith and in a manner he reasonably believed to be in
and not opposed to the Company's best interests). Mr. Mistarz shall promptly
notify the Company of any claim, action, proceeding or investigation under this
paragraph and the Company shall be entitled to participate in the defense of any
such claim, action, proceeding or investigation and, if it so chooses, to assume
the defense with counsel selected by the Company; PROVIDED that Mr. Mistarz
shall have the right to employ counsel to represent him (at the Company's
expense) if Company counsel would have a "conflict of interest" in representing
both the Company and Mr. Mistarz. The Company shall not settle or compromise any
claim, action, proceeding or investigation without Mr. Mistarz' consent, which
consent shall not be unreasonably withheld; PROVIDED, however, that such consent
shall not be required if the settlement entails only the payment of money and
the Company fully indemnifies Mr. Mistarz in connection therewith. The Company
further agrees to advance any and all expenses (including, without limitation,
the fees and expenses of counsel) reasonably incurred by the Mr. Mistarz in
connection with any such claim, action, proceeding or investigation. The Company
currently maintains a policy of directors' and officers' liability insurance
covering Mr. Mistarz and, nothwithstanding the expiration or earlier termination
of this Agreement, the Company shall maintain a directors' and officers'
liability insurance policy covering Mr. Mistarz for a period of time following
such expiration or earlier termination equal to the statute of limitations for
any claim that may be asserted against Mr. Mistarz for which coverage is
available under such directors' and officers' liability insurance policy. The
provisions of this paragraph shall survive the termination of this Agreement for
any reason.

Section 7. NOTICE. Any notice required or permitted hereunder shall be made in
writing (i) either by actual delivery of the notice into the hands of the party
hereunder entitled, or

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(ii) by the mailing of the notice in the United States mail, certified mail,
return receipt requested, all postage prepaid and addressed to the party to whom
the notice is to be given at the party's respective address set forth below, or
such other address as the parties may from time to time designate by written
notice as provided herein.

IF TO THE COMPANY:

Attn: General Counsel
Electric City Corp.
1280 Landmeier Road

Elk Grove Village, IL 60007

IF TO MR. MISTARZ:

Mr. Jeffrey Mistarz
1204 Candlewood Hill Road
Northbrook, IL 60062-4408

The notice shall be deemed to be received in case (i) on the date of actual
receipt by the party and in case (ii) three days following the date of the
mailing.

Section 8. AMENDMENT AND WAIVER. No amendment or modification of this Agreement
shall be valid or binding upon: (i) the Company unless made in writing and
signed by an officer of the Company, duly authorized by the Board of Directors
of the Company or; (ii) Mr. Mistarz unless made in writing and signed by him.
The waiver by the Company or Mr. Mistarz of the breach of any provision of this
Agreement by the other party shall not operate or be construed as a waiver of
any subsequent breach of such party.

Section 9. GOVERNING LAW/ARBITRATION. (a) The validity and effect of this
Agreement and the rights and obligations of the parties hereto shall be governed
by, and construed in accordance with, the laws of the State of Illinois, without
giving effect to the principles of conflicts of laws thereof.

(b) The parties hereto agree that in the event of any disagreements or
controversies arising from this Agreement or any other agreements between the
Company and Mr. Mistarz relating to the breach, termination or validity thereof
or the past, present and future dealings between the parties, such disagreements
and controversies shall be subject to binding arbitration as arbitrated in
accordance with the then current Commercial Arbitration Rules of the American
Arbitration Association (the "AAA") in Chicago, Illinois before one neutral
arbitrator. Such arbitrator shall be selected by mutual agreement of the parties
within thirty (30) days of written notice of said disagreement or controversy.
If the parties cannot mutually agree to an arbitrator within thirty (30) days,
then the AAA shall designate the arbitrator. Either party may apply to the
arbitrator seeking injunctive relief until the arbitration award is rendered or
the controversy is otherwise resolved. Without waiving any remedy under this
Agreement, either party may also seek from any court having jurisdiction any
interim or provisional relief that is necessary to protect the rights or

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property of that party, pending the establishment of the arbitral tribunal (or
pending the arbitral tribunal's determination of the merits of the controversy).
In the event of any such disagreement or controversy, neither party shall
directly or indirectly reveal, report, publish or disclose any information
relating to such disagreement or controversy to any person, firm or corporation
not expressly authorized by the other party to receive such information or use
such information or assist any other person in doing so, except to comply with
actual legal obligations of such party or unless such disclosure is directly
related to an arbitration proceeding as provided herein, including, but not
limited to, the prosecution or defense of any claim in such arbitration. The
costs and expenses of the arbitration (excluding attorneys' fees) shall be paid
by the non-prevailing party or as determined by the arbitrator. This paragraph
shall survive the termination of this Agreement.

Section 10. ENTIRE AGREEMENT. This Agreement contains all of the terms agreed
upon by the parties with respect to the subject matter hereof and supersedes all
prior agreements, arrangements and communications between the parties dealing
with such subject matter, whether oral or written.

Section 11. BINDING EFFECT. This Agreement shall be binding upon and shall inure
to the benefit of the transferees, successors and assigns of the Company,
including any company or entity with which the Company may merge or consolidate.

Section 12. REMEDIES FOR BREACH. Mr. Mistarz acknowledges that his services
pursuant to this Agreement are unique and extraordinary and that irreparable
injury will result to the Company and its businesses and properties in the event
of a material breach of the terms and conditions of this Agreement to be
performed by him. The Company shall be entitled, if it so elects, to institute
and prosecute proceedings in any court of competent jurisdiction, either at law
or in equity, to enjoin him from performing services for any other person or
entity in violation of any of the terms of this Agreement, and to obtain damages
for any breach of this Agreement. In the event of a material breach by the
Company of any of the terms and conditions of this Agreement to be performed by
it, Mr. Mistarz shall have all remedies, legal or equitable, available to him
under the laws of the State of Illinois. The remedies provided herein shall be
cumulative and in addition to any and all other remedies which either party may
have at law or in equity.

Section 13. COSTS OF ENFORCEMENT. In the event of any suit or proceeding seeking
to enforce the terms, covenants or conditions of this Agreement, the prevailing
party shall, in addition to all other remedies and relief that may be available
pursuant to this Agreement or applicable law, recover his or its reasonable
attorneys' fees and costs as shall be determined and awarded by an arbitrator or
court, as the case may be.

Section 14. HEADINGS. Numbers and titles to paragraphs and sections hereof are
for information purposes only and, where inconsistent with the text, are to be
disregarded.

Section 15. SEVERABILITY - GENERAL. If any provision of this Agreement or the
application of any such provision to any person or circumstance shall be held
invalid, illegal or

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unenforceable in any respect by a court of competent jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof

Section 16. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which together shall be deemed to be one and the same
agreement.

                      [The next page is the signature page]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first set forth above.

ELECTRIC CITY CORP.                         JEFFREY MISTARZ

By:    /s/ John Mitola                      /s/ Jeffrey Mistarz
     ------------------------------         -----------------------------

Printed:  John Mitola
         --------------------------

Title:   Chief Executive Officer
        ---------------------------

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