<PAGE>

                                                                   EXHIBIT 10.40

                                 FORM OF WARRANT

NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE
OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A) SUBSEQUENTLY REGISTERED
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR (B) THE HOLDER HEREOF
SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF COUNSEL, IN FORM,
SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT THE
SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED ARE BEING OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO AN EXEMPTION FROM SUCH
REGISTRATION.

                               ELECTRIC CITY CORP.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: 024                                        Number of Shares: 25,000
Original Date of Issuance: December 31, 2001

Electric City Corp., a Delaware corporation (the "COMPANY"), hereby certifies
that, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Dominic DiFrisco, the registered holder hereof or its
permitted assigns registered on the books of the Company (the "HOLDER"), is
entitled, subject to the terms and conditions set forth below, to purchase from
the Company upon surrender of this Warrant, at any time or times on or after
December 31, 2001, but not after 5:00 P.M. Eastern Standard Time on December 30,
2003 (the "EXPIRATION DATE"), Twenty-Five Thousand (25,000) fully paid and
nonassessable shares (the "WARRANT SHARES") of the Company's common stock, par
value $0.0001 per share (the "COMMON STOCK"), at the exercise price per share
equal to $7.50, subject to adjustment as hereinafter provided (the "WARRANT
EXERCISE PRICE").

     Section 1. DEFINITIONS. In addition to the capitalized terms defined
elsewhere herein, the following terms as used in this Warrant shall have the
following meanings:

               (i) "BUSINESS DAY" means any day other than Saturday, Sunday or
          other day on which commercial banks in the City of New York are
          authorized or required by law


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          to remain closed.


               (ii) "PERSON" means an individual, a limited liability company, a
          partnership, a joint venture, a corporation, a trust, an
          unincorporated organization or a government or any department or
          agency thereof.

               (iii) "SECURITIES ACT" means the Securities Act of 1933, as
          amended.

     Section 2. EXERCISE OF WARRANT.

          (a) Subject to the terms and conditions hereof, this Warrant may be
     exercised by Holder, in whole or in part, during normal business hours on
     any Business Day on or after December 31, 2001 and prior to 5:00 P.M.
     Eastern Standard Time on the Expiration Date by (i) delivery of a duly
     executed written notice, in the form of the subscription notice attached as
     EXHIBIT A hereto (the "EXERCISE NOTICE"), of such Holder's election to
     exercise this Warrant, which notice shall specify the number of Warrant
     Shares to be purchased, (ii) payment to the Company of an amount equal to
     the Warrant Exercise Price multiplied by the number of Warrant Shares as to
     which this Warrant is being exercised (the "AGGREGATE EXERCISE PRICE") in
     cash or by certified check or wire transfer of immediately available funds
     (or by cashless exercise at election of Holder), and (iii) delivery to the
     Company of this Warrant (or an indemnity and evidence with respect to this
     Warrant in the case of its loss, theft, mutilation or destruction as
     provided in Section 11). In the event of any exercise of the rights
     represented by this Warrant in compliance with this Section 2(a), the
     Company shall, on or before the tenth (10th) Business Day following the
     date of its receipt of the Exercise Notice, the Aggregate Exercise Price
     and this Warrant (or an indemnity and evidence with respect to this Warrant
     in the case of its loss, theft, mutilation or destruction as provided in
     Section 11) (the "EXERCISE DELIVERY DOCUMENTS"), deliver at the Company's
     expense to the Holder, a certificate or certificates for the Warrant Shares
     so purchased, in such denominations as may be requested by Holder and
     registered in the name of Holder. Upon the Company's receipt of the
     Exercise Delivery Documents, the Holder shall be deemed for all corporate
     purposes to have become the holder of record of the Warrant Shares with
     respect to which this Warrant has been exercised, irrespective of the date
     of delivery of certificates evidencing such Warrant Shares.

          (b) Unless the rights represented by this Warrant shall have expired
     or shall have been fully exercised, the Company shall, as soon as
     practicable and in no event later than ten (10) Business Days after any
     exercise and at its own expense, issue a new Warrant identical in all
     respects to this Warrant exercised, except it shall represent rights to
     purchase the number of Warrant Shares purchasable immediately prior to such
     exercise under this Warrant exercised, less the number of Warrant Shares
     with respect to which this Warrant is exercised.

          (c) No fractional shares of Common Stock are to be issued upon the
     exercise of this Warrant, but rather the number of shares of Common Stock
     issued upon exercise of this Warrant shall be rounded up or down to the
     nearest whole number.


                                  Page 2 of 11
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     Section 3. COVENANTS. The Company hereby represents, covenants and agrees
as follows:

          (a) This Warrant is, and any Warrants issued in substitution for or
     replacement of this Warrant will upon issuance be, duly authorized and
     validly issued.

          (b) All Warrant Shares which may be issued upon the exercise of the
     rights represented by this Warrant will, upon issuance, be validly issued,
     fully paid and nonassessable and free from all taxes, liens and charges
     with respect to the issue thereof.

          (c) Prior to exercise of this Warrant, the Company shall use best
     efforts to secure the listing of the Warrant Shares upon each national
     securities exchange or market, if any, upon which shares of Common Stock
     are then listed (subject to official notice of issuance upon exercise of
     this Warrant) and shall maintain such listing of the Warrant Shares so long
     as any other shares of Common Stock shall be so listed.

          (d) The Company has full power and authority to enter into this
     Warrant, and to issue and deliver this Warrant and the Warrant Shares, and
     to incur and perform fully the obligations provided herein, all of which
     have been duly authorized by all necessary corporate action.

          (e) This Warrant has been duly executed and delivered and is the valid
     and binding obligation of the Company enforceable in accordance with its
     terms.

     Section 4. TAXES. The Company shall pay any and all taxes, except income
taxes, which may be payable with respect to the issuance and delivery of Warrant
Shares upon exercise of this Warrant.

     Section 5. HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise
specifically provided herein, this Warrant shall not entitle Holder to vote or
receive dividends or any other rights of a stockholder of the Company,
including, without limitation, any right to vote, give or withhold consent to
any corporate action (whether a reorganization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise), receive notice of
meetings or receive subscription rights.

     Section 6. REPRESENTATIONS OF HOLDER. The Holder, by the acceptance
hereof, represents and warrants that it (a) is acquiring this Warrant and the
Warrant Shares solely for its own account, for investment and not with a view
towards the distribution or resale thereof in violation of the Securities Act or
any applicable state securities laws, (b) has received such documents, materials
and information as Holder deems necessary or appropriate for evaluation of the
acquisition of the Warrant and the Warrant Shares, (c) is an "accredited
investor" as such term is defined in Rule 501 of Regulation D promulgated under
the Securities Act and has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of an
investment in the Warrant and the Warrant Shares, (d) understands that no U.S.
federal, state or regulatory agency has recommended, approved or endorsed, or
passed upon the fairness or suitability of, an investment in the Warrant or
Warrant Shares or passed up on the accuracy or adequacy of the information
provided to Holder, and (e) recognizes that an investment in the Warrant Shares
involves a high degree of financial risk, can bear the economic


                                  Page 3 of 11
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risk of losing its entire investment in the Warrant Shares and has sought, or
will seek, such accounting, legal and tax advice as it has considered, or will
consider, necessary to make an informed investment decision with respect to its
acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the
foregoing representations at the time of exercising this Warrant because it
would be factually incorrect, Holder shall so notify the Company, and it shall
be a condition to Holder's exercise of this Warrant that the Company receive
such other assurances as the Company considers reasonably necessary to assure
the Company that the issuance of the Warrant Shares upon exercise of this
Warrant shall not violate the Securities Act or any state securities laws.

     Section 7. RESTRICTION ON TRANSFER.

          (a) This Warrant and the rights granted to Holder are transferable, in
     whole or in part, upon surrender of this Warrant, together with a properly
     executed warrant power in the form of EXHIBIT B attached hereto; provided,
     however, that any transfer or assignment shall be subject to the approval
     of the Company, such approval not to be unreasonably withheld and the
     conditions set forth in Section 7(b) below.

          (b) Holder represents and warrants that it understands that, except as
     set forth in Section 8 below, the Company is under no obligation to
     register this Warrant or the Warrant Shares under the Securities Act and
     that the Warrant and Warrant Shares will be characterized as "restricted
     securities" under the Securities Act because they are being acquired from
     the Company in a transaction not involving a public offering. Holder also
     represents and warrants that it understands that neither the Warrant nor
     the Warrant Shares may be offered for sale, sold, assigned or transferred
     unless (a) subsequently registered pursuant to an effective registration
     statement under the Securities Act and applicable state securities laws or
     (b) Holder shall have delivered to the Company a written opinion of
     counsel, in form, substance and scope reasonably acceptable to the Company,
     to the effect that the securities to be offered for sale, sold, assigned or
     transferred are being offered for sale, sold, assigned or transferred
     pursuant to an exemption from such registration.

          (c) Unless upon their issuance such Warrant Shares are then registered
     under the Securities Act pursuant to an effective registration statement,
     any certificates representing Warrant Shares issued in accordance with this
     Warrant shall bear a legend substantially in the following form:

     THE SHARES OF COMMON STOCK OF ELECTRIC CITY CORP. (THE "COMPANY")
     REPRESENTED BY THIS CERTIFICATE (THE "SHARES") HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
     MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED UNLESS (A)
     SUBSEQUENTLY REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
     UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) THE
     HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY A WRITTEN OPINION OF
     COUNSEL, IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY,
     TO THE EFFECT THAT THE SHARES TO BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
     ASSIGNED ARE BEING OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED


                                  Page 4 of 11
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     PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

     Section 8. REGISTRATION RIGHTS.

          (a) If the Company, at any time, proposes or is required to register
     the issuance or public resale of shares of Common Stock for cash under the
     Securities Act (other than on Forms S-4 or S-8 or similar registration
     forms) or any applicable state securities law, it will at each such time
     give written notice to the Holder of the Company's intention to do so. Upon
     the written request of the Holder given within three (3) Business Days
     after receipt of the Company's notice, the Company shall, at its expense,
     use its reasonable best efforts to cause any Warrant Shares issued (that
     are not then transferable pursuant to Rule 144 promulgated under the
     Securities Act) or issuable hereunder and requested by the Holder to be
     registered under the Securities Act and any applicable state securities
     laws to be so registered with such shares of Common Stock; provided, that
     if the Holder elects to participate in an underwritten public offering
     pursuant to this Section 8 and the managing underwriter determines that
     less than all of the shares to be registered should be offered for sale so
     as not to materially and adversely affect the underwritten public offering,
     the managing underwriter may exclude any or all shares of Common Stock,
     including the Warrant Shares, which are proposed to be registered pursuant
     to piggyback rights.

          (b) If Holder elects to participate in an underwritten public offering
     pursuant to Section 8(a), the Holder shall enter into, and perform such
     obligations set forth in, an underwriting agreement in customary form,
     including, without limitation, indemnification and contribution
     obligations, with the managing underwriter(s) selected by the Company for
     such underwritten public offering. The Holder may not participate in an
     underwritten public offering pursuant to this Section 8 unless Holder (i)
     agrees to sell its Warrant Shares on the basis provided in such
     underwriting agreement, (ii) completes and executes all questionnaires,
     powers of attorney, indemnities, custody agreements and other documents
     required under the terms of such underwriting agreement and (iii) agrees to
     pay its pro rata share of all underwriting discounts and commissions.

          (c) It shall be a condition precedent to the obligation of the Company
     to include any Warrant Shares of Holder in a registration statement
     pursuant to this Section 8 that such Holder shall furnish to the Company
     such information regarding itself, the securities of the Company, including
     such Warrant Shares, beneficially owned by it, and the intended method of
     disposition of such Warrant Shares as shall be reasonably requested by the
     Company to effect the registration of such Warrant Shares. Each Holder that
     has included Warrant Shares in a registration statement shall thereafter
     furnish promptly to the Company all information regarding such Holder and
     the proposed distribution by such Holder of such Warrant Shares required to
     make the information previously furnished to the Company by such Holder not
     materially misleading.

          (d) Holder agrees to indemnify and hold harmless the Company and each
     of its directors and officers who sign the applicable registration
     statement pursuant to which its Warrant Shares are registered and each
     Person if any, who controls the Company within the meaning of either
     Section 15 of the Securities Act or Section 20 of the Securities Exchange
     Act of 1934, as amended, from and against all losses, claims, damages and
     liabilities (including, without limitation, any legal or other expenses
     reasonably incurred in connection with defending


                                  Page 5 of 11
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     or investigating any such action or claim) caused by any untrue statement
     or alleged untrue statement of a material fact contained in such
     registration statement (or any amendment thereto), or caused by any
     omission or alleged omission to state therein a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading, or caused by any untrue statement or alleged untrue statement
     of a material fact contained in any related prospectus (as amended or
     supplemented if the Company shall have furnished any amendments or
     supplements thereto), or caused by any omission or alleged omission to
     state therein a material fact necessary to make the statements therein, in
     light of the circumstances under which they were made, not misleading, but
     only with respect to information relating to Holder furnished to the
     Company by, or on behalf of, Holder specifically for use in the applicable
     registration statement (or any amendment hereto) or any related prospectus
     (or any amendments or supplement thereto).

     Section 9.

          (a) ADJUSTMENT OF WARRANT EXERCISE PRICE AND NUMBER OF WARRANT SHARES
     UPON SUBDIVISION OR COMBINATION OF COMPANY STOCK. If the Company at any
     time after the date of issuance of this Warrant subdivides (by any stock
     split, stock dividend or otherwise, except stock dividends paid to holders
     of any of the Company's preferred stock) its outstanding shares of Common
     Stock into a greater number of shares of Common Stock, the Warrant Exercise
     Price in effect immediately prior to such subdivision will be
     proportionately reduced and the number of Warrant Shares obtainable upon
     exercise of this Warrant will be proportionately increased. If the Company
     at any time after the date of issuance of this Warrant combines (by reverse
     stock split or otherwise) its outstanding shares of Common Stock into a
     smaller number of shares of Common Stock, the Warrant Exercise Price in
     effect immediately prior to such combination will be proportionately
     increased and the number of Warrant Shares obtainable upon exercise of this
     Warrant will be proportionately decreased. Any adjustment under this
     Section 9(a) shall become effective at the close of business on the date
     the subdivision or combination becomes effective.

          (b) NOTICES. Upon any adjustment of the Warrant Exercise Price or
     number of issuable Warrant Shares pursuant to Section 9(a), the Company
     will give written notice thereof to the Holder, setting forth in reasonable
     detail the calculation of such adjustment.

     Section 10. Reorganization, RECLASSIFICATION, CONSOLIDATION, MERGER OR
SALE. If at any time, as a result of:

               (i) a capital reorganization or reclassification (other than a
          subdivision or combination provided for in Section 9), or


                                  Page 6 of 11
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               (ii) a merger or consolidation of the Company with another
          corporation (whether or not the Company is the surviving corporation)
          or sale of substantially all of the Company's stock, the Common Stock
          issuable upon exercise of this Warrant shall be changed into or
          exchanged for the same or a different number of shares of any class or
          classes of capital stock of the Company or any other Person, or other
          securities convertible into such shares, then, as a part of such
          reorganization, reclassification, merger, consolidation or sale,
          appropriate adjustments shall be made in the terms of this Warrant (or
          of any securities into which this Warrant is exercised or for which
          this Warrant is exchanged), so that Holder shall thereafter be
          entitled to receive, upon exercise of this Warrant or of such
          substitute securities, the kind and amount of shares of stock, other
          securities, money and property which Holder would have received at the
          time of such capital reorganization, reclassification, merger,
          consolidation or sale, if Holder had exercised this Warrant
          immediately prior to such capital reorganization, reclassification,
          merger, consolidation or sale. This Warrant, including, without
          limitation, the provisions of this Section 10 will be binding upon any
          entity succeeding to the Company by merger, consolidation or
          acquisition of all or substantially all of the Company's assets. The
          provisions of this Section 10 shall similarly apply to (x) successive
          capital reorganizations, reclassifications, mergers, consolidations
          and sale and (y) the securities of any other Person that are at the
          time receivable upon the exercise of this Warrant.


     Section 11. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this
Warrant is lost, stolen, mutilated or destroyed, the Company shall promptly, on
receipt of evidence reasonably satisfactory to the Company of the ownership of,
and the loss, theft, mutilation or destruction of, this Warrant, and an
indemnity reasonably satisfactory to the Company (or in the case of a mutilated
Warrant, the Warrant), issue in lieu thereof a new Warrant of like denomination
and tenor as this Warrant so lost, stolen, mutilated or destroyed.

     Section 12. NOTICE. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Warrant must be in
writing and will be deemed to have been made upon receipt when delivered
personally, via pre-paid overnight courier or by registered or certified mail,
postage pre-paid, return receipt requested. The addresses for such
communications shall be:

          If to the Company:

               Electric City Corp.

               1280 Landmeier Road
               Elk Grove Village, IL 60007
               Attention: CFO


          If to the Holder:

               Mr. Dominic DiFrisco
               1340 N. Astor, Apt. 1408
               Chicago, IL  60610


                                  Page 7 of 11
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          With a copy to:

               -------------------------------

               -------------------------------

               -------------------------------
               Attention:
                          --------------------

or such other address as the Company or Holder, as applicable, may specify in
written notice given to the other party in accordance with this Section 12.

     Section 13. AMENDMENTS. This Warrant and any term hereof may be
changed, waived, discharged, or terminated only by an instrument in writing
signed by the party hereto against which enforcement of such change, waiver,
discharge or termination is sought.

     Section 14. EXPIRATION. This Warrant, in all events, shall be wholly void
and of no effect after 5:00 P.M. Eastern Standard Time on the Expiration Date,
except that notwithstanding any other provisions hereof, the provisions of
Sections 7 and 8 shall continue in full force and effect after such date as to
any Warrant Shares or other securities issued upon the exercise of this Warrant.

     Section 15. SUCCESSORS AND ASSIGNS. The terms and provisions of this
Warrant shall inure to the benefit of, and be binding upon, the Company and the
Holder and their respective successors and permitted assigns.

     Section 16. DESCRIPTIVE HEADINGS; GOVERNING LAW; ARBITRATION. The
descriptive headings of the several sections and paragraphs of this Warrant are
inserted for convenience only and do not constitute a part of this Warrant. All
questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be governed by the internal laws of the State of Illinois,
without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Illinois or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
Illinois.

In the event of any and all disagreements and controversies arising from this
Warrant, 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 ("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 Warrant, either party may also seek from any court
having jurisdiction any interim or provisional relief that is necessary to
protect the rights or 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,


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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.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by a
duly authorized officer, as of the 31 day of December, 2001.

                                        ELECTRIC CITY CORP.


                                        By:    /s/ JEFFREY MISTARZ
                                               ---------------------------------

                                        Name:  JEFFREY MISTARZ
                                               ---------------------------------

                                        Title: CFO
                                               ---------------------------------


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                              EXHIBIT A TO WARRANT

                                SUBSCRIPTION FORM

        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                               ELECTRIC CITY CORP.

     The undersigned Holder hereby exercises the right to purchase
_________________ of the shares of Common Stock ("WARRANT SHARES") of Electric
City Corp., a Delaware corporation (the "COMPANY"), evidenced by the attached
Warrant (the "WARRANT"). The Holder tenders herewith payment of the Aggregate
Exercise Price in full in the amount of $___________________ in the form of
cash, certified check or wire transfer of immediately available funds with
respect to _______________ Warrant Shares. Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Warrant.

Date: _______________ __, 200_



Name of Holder

By:
    ------------------------------------

    Name:
           -----------------------------
    Title:
           -----------------------------


                                 Page 10 of 11
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                              EXHIBIT B TO WARRANT

                              FORM OF WARRANT POWER

FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to
________________, a warrant to purchase ____________ shares of the Common Stock
of Electric City Corp., a Delaware corporation, represented by warrant
certificate no. _____, standing in the name of the undersigned on the books of
said corporation. The undersigned does hereby irrevocably constitute and appoint
______________, attorney to transfer the warrants of said corporation, with full
power of substitution in the premises.

Dated:  _________, 200_



                                            ------------------------------------

                                            By:
                                                  ------------------------------
                                            Name:
                                                  ------------------------------
                                            Its:
                                                  ------------------------------

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