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                                                                   EXHIBIT 10.32

                  SERIES A CONVERTIBLE PREFERRED STOCK WARRANT

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED,
QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AND NEITHER THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY
AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES.

THE SERIES A PREFERRED STOCK ISSUABLE UPON THE EXERCISE OF THE SECURITIES
REPRESENTED HEREBY AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SERIES
A PREFERRED STOCK ARE SUBJECT TO AN INVESTOR RIGHTS AGREEMENT, A STOCKHOLDERS
AGREEMENT AND A STOCK TRADING AGREEMENT, AS EACH OF THE SAME MAY BE AMENDED FROM
TIME TO TIME, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL
OFFICES OF THE COMPANY.

                                                                   WARRANT NO. 2

                               WARRANT CERTIFICATE

           TO PURCHASE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK,

                            PAR VALUE $0.01 PER SHARE

                                       OF

                               ELECTRIC CITY CORP.

          THIS IS TO CERTIFY THAT Newcourt Capital USA Inc. or its registered
assigns (the "HOLDER"), is the owner of 100,000 warrants (the "WARRANTS"), each
of which entitles the registered Holder thereof to purchase from Electric City
Corp., a Delaware corporation (the "COMPANY"), one fully paid, duly authorized
and nonassessable share of Series A Convertible Preferred Stock, par value $0.01
per share (the "SERIES A PREFERRED STOCK"), of the Company at any time or from
time to time on or before 5:00 p.m., New York City time, on the Warrant
Expiration Date, at an exercise price of $10.00 per share, subject to adjustment
from time to time as set forth herein (the "EXERCISE PRICE"), all on the terms
and subject to the conditions hereinafter set forth.

          The number of shares of Series A Preferred Stock issuable upon
exercise of each Warrant (the "NUMBER ISSUABLE") shall be determined for each
Warrant by dividing $10.00 by

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the Exercise Price in effect at the time of such exercise, and is initially one
(1) share of Series A Preferred Stock. Capitalized terms used herein but not
otherwise defined shall have the meanings given them in SECTION 13 hereof or, if
not therein defined, in the Securities Purchase Agreement.

          SECTION 1. EXERCISE OF WARRANTS. Subject to the last paragraph of this
SECTION 1, the Warrants evidenced hereby may be exercised, in whole or in part,
by the registered Holder hereof at any time or from time to time, on or before
5:00 p.m., New York City time, on the Warrant Expiration Date upon delivery to
the Company at the principal executive office of the Company in the United
States of America, of (a) this Warrant Certificate, (b) a written notice stating
that such Holder elects to exercise the Warrants evidenced hereby in accordance
with the provisions of this SECTION 1 and specifying the number of Warrants
being exercised and the name or names in which such Holder wishes the
certificate or certificates for shares of Series A Preferred Stock to be issued
and (c) payment of the Exercise Price for the shares of Series A Preferred Stock
issuable upon exercise of such Warrants, which shall be payable by any one or
any combination of the following: (i) cash or (ii) certified or official bank
check payable to the order of the Company. The documentation and consideration
delivered in accordance with clauses (a), (b) and (c) of this paragraph above
are collectively referred to herein as the "WARRANT EXERCISE DOCUMENTATION."

          As promptly as practicable, and in any event within two (2) Business
Days after receipt of the Warrant Exercise Documentation, the Company shall
deliver or cause to be delivered certificates representing the number of validly
issued, fully paid and nonassessable shares of Series A Preferred Stock issuable
in connection with such exercise, and if less than the full number of Warrants
evidenced hereby are being exercised, a new Warrant Certificate or Certificates,
of like tenor, for the number of Warrants evidenced by this Warrant Certificate,
less the number of Warrants then being exercised; PROVIDED, HOWEVER, that no new
Warrant Certificate need be delivered if the Warrant Expiration Date has
occurred. Such exercise shall be deemed to have been made at the close of
business on the date of delivery of the Warrant Exercise Documentation so that
the Person entitled to receive shares of Series A Preferred Stock upon such
exercise shall be treated for all purposes as having become the record holder of
such shares of Series A Preferred Stock at such time.

          The Company shall pay all expenses in connection with, and all taxes
and other governmental charges (other than income taxes of the Holder) that may
be imposed in respect of the issue or delivery of any shares of Series A
Preferred Stock issuable upon the exercise of the Warrants evidenced hereby. The
Company shall not be required, however, to pay any tax or other charge imposed
in connection with any transfer involved in the issue of any certificate for
shares of Series A Preferred Stock in any name other than that of the registered
Holder of the Warrants evidenced hereby.

          In connection with the exercise of any Warrants evidenced hereby, at
the Company's option, no fractions of shares of Series A Preferred Stock shall
be issued, but in lieu thereof the Company may elect to pay a cash adjustment in
respect of such fractional interest in an amount equal to any such fractional
interest multiplied by $10.00 per share of Series A Preferred Stock. If more
than one such Warrant shall be exercised by the Holder thereof at the


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same time, the number of full shares of Series A Preferred Stock issuable on
such exercise shall be computed on the basis of the total number of Warrants so
exercised.

          SECTION 2. ADJUSTMENTS.

          (a)  SUBDIVISION OR COMBINATION OF STOCK OR STOCK DIVIDENDS. In case
the Company shall at any time subdivide its outstanding shares of Series A
Preferred Stock into a greater number of shares, by split or otherwise, or issue
additional shares of Series A Preferred Stock as a dividend (other than as a
dividend in respect of the outstanding Series A Preferred Stock in accordance
with Section 3 of the Certificate of Designations (as defined in the Securities
Purchase Agreement)), or make any other distribution upon any class or series of
stock payable in shares of common stock or Convertible Securities of the
Company, the Exercise Price in effect immediately prior to such subdivision
shall be proportionately reduced and, conversely, in case the outstanding shares
of Series A Preferred Stock of the Company shall be combined into a smaller
number of shares, the Exercise Price in effect immediately prior to such
combination shall be proportionately increased.

          (b)  REORGANIZATION; RECLASSIFICATION; CONSOLIDATION; MERGER OR SALE
OF ASSETS. In case of any capital reorganization or reclassification or other
change of outstanding shares of Series A Preferred Stock (other than a change in
par value, or from par value to no par value, or from no par value to par value,
or as a result of a subdivision or combination), or in case of any consolidation
or merger of the Company with or into another Person (other than a consolidation
or merger in which the Company is the resulting or surviving person and that
does not result in any reclassification or change of outstanding Series A
Preferred Stock) (any of the foregoing, a "TRANSACTION"), the Company, or such
successor or purchasing Person, as the case may be, shall execute and deliver to
each Holder of the Warrants evidenced hereby, at least five (5) Business Days
prior to effecting any of the foregoing Transactions, a certificate that the
Holder of each such Warrant then outstanding shall have the right thereafter to
exercise such Warrant into the kind and amount of shares of stock or other
securities (of the Company or another issuer) or property or cash receivable
upon such Transaction by a holder of the number of shares of Series A Preferred
Stock into which such Warrant could have been exercised immediately prior to
such Transaction (or, if the Series A Preferred Stock did not participate in any
such Transaction, the kind and amount of shares of stock or other securities (of
the Company or another issuer) or property or cash receivable upon such
Transaction by a holder of the number of shares of Common Stock into which such
Series A Preferred Stock could have been converted immediately prior to such
Transaction). Such certificate shall provide for adjustments that shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
SECTION 2 and shall contain other terms identical to the terms hereof. If, in
the case of any such Transaction, the stock, other securities, cash or property
receivable thereupon by a holder of Series A Preferred Stock (or, if applicable,
by a holder of Common Stock issuable upon conversion of the Series A Preferred
Stock) includes shares of stock or other securities of a Person other than the
successor or purchasing Persons and other than the Company, who controls or is
controlled by the successor or purchasing Person or who, in connection with such
Transaction, issues stock, securities, other property or cash to holders of
Series A Preferred Stock or Common Stock, then such certificate also shall be
executed by such Person, and such Person shall, in such certificate,
specifically assume the obligations of such successor or purchasing Person and
acknowledge its obligations to issue such stock, securities, other property


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or cash to Holders of the Warrants upon exercise thereof as provided above. The
provisions of this SECTION 2(b) similarly shall apply to successive
Transactions.

          (c)  SPECIAL DISTRIBUTIONS. In the event that the Company shall
declare a dividend or make any other distribution (including, without
limitation, in cash, in notes or other debt securities or in capital stock
(which shall include, without limitation, any options, warrants or other rights
to acquire capital stock)) of the Company, whether or not pursuant to a
stockholder rights plan, "poison pill" or similar arrangement (but excluding any
dividend or distribution that results in an adjustment to the Exercise Price
pursuant to SECTION 2(a)) in other property or assets, to holders of Series A
Preferred Stock (a "SPECIAL DISTRIBUTION"), then the Board of Directors shall
set aside the amount of such dividend or distribution that each Holder of
Warrants would have been entitled to receive had it exercised such Warrants
prior to the record date for such dividend or distribution. Upon the exercise of
a Warrant evidenced hereby, the Holder shall be entitled to receive such
dividend or distribution that such Holder would have received had such Warrant
been exercised immediately prior to the record date for such dividend or
distribution.

          SECTION 3. NOTICE OF CERTAIN EVENTS. In case at any time or from time
to time the Company shall declare any dividend or any other distribution to the
holders of its Series A Preferred Stock or Common Stock, or shall authorize the
granting to the holders of its Series A Preferred Stock or Common Stock of
rights or warrants to subscribe for or purchase any additional shares of stock
of any class or any other right, or shall authorize the issuance or sale of any
other shares or rights that would result in an adjustment to the Exercise Price
pursuant to SECTION 2(a) or would result in a Special Distribution described in
SECTION 2(c), or there shall be any capital reorganization or reclassification
of the Series A Preferred Stock or Common Stock or consolidation or merger of
the Company with or into another Person, or any sale or other disposition of all
or substantially all the assets of the Company, or there shall be a voluntary or
involuntary dissolution, liquidation or winding up of the Company, then, in any
one or more of such cases the Company shall mail to each Holder of the Warrants
evidenced hereby at such Holder's address as it appears on the transfer books of
the Company, as promptly as practicable but in any event at least ten (10)
Business Days prior to the applicable date hereinafter specified, a notice
stating (a) the date on which a record is to be taken for the purpose of such
dividend, distribution, rights or warrants or, if a record is not to be taken,
the date as of which the holders of Series A Preferred Stock or Common Stock of
record to be entitled to such dividend, distribution, rights or warrants are to
be determined, (b) the issue date of such dividend, distribution, rights or
warrants and (c) the date on which such reorganization, reclassification,
consolidation, merger, sale, disposition, dissolution, liquidation or winding up
is expected to become effective. Such notice also shall specify the date as of
which it is expected that the holders of Series A Preferred Stock or Common
Stock of record shall be entitled to exchange their Series A Preferred Stock or
Common Stock for shares of stock or other securities or property or cash
deliverable upon such reorganization, reclassification, consolidation, merger,
sale, disposition, dissolution, liquidation or winding up.

          SECTION 4. CERTAIN COVENANTS. The Company will at all times reserve
and keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued Series A Preferred Stock or its authorized and issued
Series A Preferred Stock held in its treasury, for the purpose of enabling it to
satisfy any obligation to issue Series A Preferred Stock


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upon exercise of the Warrants, the maximum number of shares of Series A
Preferred Stock that may then be deliverable upon the exercise of all
outstanding Warrants. The Company shall take all action required to increase the
authorized number of shares of Series A Preferred Stock if at any time there
shall be insufficient authorized but unissued shares of Series A Preferred Stock
to permit such reservation or to permit the exercise of all outstanding
Warrants.

          The Company or, if appointed, the transfer agent for the Series A
Preferred Stock (the "TRANSFER AGENT") and every subsequent transfer agent for
any shares of the Company's capital stock issuable upon the exercise of any of
the rights of purchase aforesaid will be irrevocably authorized and directed at
all times to reserve such number of authorized shares as shall be required for
such purpose. The Company will keep a copy of this Warrant Certificate on file
with the Transfer Agent and with every subsequent transfer agent for any shares
of the Company's capital stock issuable upon the exercise of the rights of
purchase represented by the Warrants.

          Before taking any action that would cause an adjustment pursuant to
SECTION 2 hereof to reduce the Exercise Price below the then par value (if any)
of the Series A Preferred Stock, the Company will take any corporate action that
may, in the opinion of its counsel (which may be counsel employed by the
Company), be necessary in order that the Company may validly and legally issue
fully paid and nonassessable Series A Preferred Stock at the Exercise Price as
so adjusted.

          The Company covenants that all Series A Preferred Stock that may be
issued upon exercise of the Warrants will, upon issue, be validly issued, fully
paid, nonassessable, free of preemptive rights and free from all taxes, liens,
charges and security interests with respect to the issue thereof.

          SECTION 5. REGISTERED HOLDER. The person in whose name this Warrant
Certificate is registered shall be deemed the owner hereof and of the Warrants
evidenced hereby for all purposes.

          SECTION 6. TRANSFER OF WARRANTS. Any transfer of the rights
represented by this Warrant Certificate shall be effected by the surrender of
this Warrant Certificate, along with the form of assignment attached hereto,
properly completed and executed by the registered Holder hereof, at the
principal executive office of the Company in the United States of America.
Thereupon, the Company shall issue in the name or names specified by the
registered Holder hereof and, in the event of a partial transfer, in the name of
the registered Holder hereof, a new Warrant Certificate or Certificates
evidencing the right to purchase such number of shares of Series A Preferred
Stock as shall be equal to the number of shares of Series A Preferred Stock then
purchasable hereunder.

          SECTION 7. RESTRICTIVE LEGEND. Each certificate representing the
Series A Preferred Stock issued upon exercise of this Warrant shall be stamped
or otherwise imprinted with a legend in the following form (in addition to any
legend required under applicable state securities laws):


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          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
          OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF
          EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
          SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN
          APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
          SUCH ACT OR SUCH LAWS AND NEITHER THE UNITED STATES
          SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR
          STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE
          MERITS OF THESE SECURITIES.

          THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO AN INVESTOR
          RIGHTS AGREEMENT, A STOCKHOLDERS AGREEMENT AND A STOCK
          TRADING AGREEMENT, AS EACH OF THE SAME MAY BE AMENDED FROM
          TIME TO TIME, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION
          AT THE PRINCIPAL OFFICES OF THE COMPANY.

Said legends shall be removed by the Company, upon the request of the holder
thereof, at such time as the restrictions on the transfer of the applicable
security under applicable securities laws and the obligations imposed on the
holder thereof under the Investor Rights Agreement, Stockholders Agreement and
Stock Trading Agreement, as applicable, shall have terminated.

          SECTION 8. DENOMINATIONS. The Company will, at its expense, promptly
upon surrender of this Warrant Certificate at the principal executive office of
the Company in the United States of America, execute and deliver to the
registered Holder hereof a new Warrant Certificate or Certificates in
denominations specified by such Holder for an aggregate number of Warrants equal
to the number of Warrants evidenced by this Warrant Certificate.

          SECTION 9. REPLACEMENT OF WARRANTS. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant Certificate and, in the case of loss, theft or destruction, upon
delivery of an indemnity reasonably satisfactory to the Company (in the case of
an insurance company or other institutional investor, its own unsecured
indemnity agreement shall be deemed to be reasonably satisfactory), or, in the
case of mutilation, upon surrender and cancellation thereof, the Company will
issue a new Warrant Certificate of like tenor for a number of Warrants equal to
the number of Warrants evidenced by this Warrant Certificate.

          SECTION 10. GOVERNING LAW. Except as to matters governed by the
General Corporation Law of the State of Delaware and decisions thereunder of the
Delaware courts applicable to Delaware corporations, which shall be governed by
such laws and decisions, this Warrant Certificate shall be construed and
enforced in accordance with, and the rights of the


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parties shall be governed by, the laws of the State of New York applicable to
agreements made and to be performed entirely within such State.

          SECTION 11. RIGHTS INURE TO REGISTERED HOLDER. The Warrants evidenced
by this Warrant Certificate will inure to the benefit of and be binding upon the
registered Holder thereof and the Company and their respective successors and
permitted assigns. Nothing in this Warrant Certificate shall be construed to
give to any Person other than the Company and the registered Holder and their
respective successors and permitted assigns any legal or equitable right, remedy
or claim under this Warrant Certificate, and this Warrant Certificate shall be
for the sole and exclusive benefit of the Company and such registered Holder.
Nothing in this Warrant Certificate shall be construed to give the registered
Holder hereof any rights as a Holder of shares of Series A Preferred Stock or
Common Stock until such time, if any, as the Warrants evidenced by this Warrant
Certificate are exercised in accordance with the provisions hereof.

          SECTION 12. NOTICE. All notices, demands and other communications
provided for or permitted hereunder shall be made in writing and shall be given
by registered or certified first-class mail, return receipt requested,
nationally recognized overnight delivery service or personal delivery, (a) if to
the Holder of a Warrant, at such Holder's last known address appearing on the
books of the Company; and (b) if to the Company, at its principal executive
office in the United States located at the address designated for notices in the
Securities Purchase Agreement, or such other address as shall have been
furnished to the party given or making such notice, demand or other
communication. All such notices and communications shall be deemed to have been
duly given: when delivered by hand, if personally delivered; when delivered if
delivered by a nationally recognized overnight delivery service; and five (5)
Business Days after being deposited in the mail, as aforesaid, postage prepaid,
if mailed.

          SECTION 13. DEFINITIONS. For the purposes of this Warrant Certificate,
the following terms shall have the meanings indicated below:

          "BUSINESS DAY" means any day other than a Saturday, Sunday or other
day on which commercial banks in the City of New York are authorized or required
by law or executive order to close.

          "COMPANY" shall have the meaning set forth in the preamble hereof.

          "SERIES A PREFERRED STOCK" shall have the meaning set forth in the
preamble hereof.

          "CONVERTIBLE SECURITIES" means any rights to subscribe for or to
purchase, or any options or warrants for the purchase of, Series A Preferred
Stock or any stock, notes or securities convertible into or exchangeable for
Series A Preferred Stock.

          "EXERCISE PRICE" shall have the meaning set forth in the preamble
hereof.

          "HOLDER" shall have the meaning set forth in the preamble.

          "NUMBER ISSUABLE" shall have the meaning set forth in the preamble.


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          "PERSON" means any individual, corporation, limited liability company,
partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, government (or an agency or political subdivision thereof)
or other entity of any kind.

          "SECURITIES PURCHASE AGREEMENT" means that certain Securities Purchase
Agreement, dated as of July 31, 2001, among the Company, the Holder and the
other parties signatory thereto, as the same may be amended, modified or
otherwise supplemented from time to time in accordance with its terms.

          "SPECIAL DISTRIBUTION" shall have the meaning set forth in SECTION
2(c) hereof.

          "TRANSACTION" shall have the meaning set forth in SECTION 2(b) hereof.

          "TRANSFER AGENT" shall have the meaning set forth in SECTION 4 hereof.

          "WARRANTS" shall have the meaning set forth in the preamble hereof.

          "WARRANT EXERCISE DOCUMENTATION" shall have the meaning set forth in
SECTION 1 hereof.

          "WARRANT EXPIRATION DATE" means August 31, 2002.

                            [SIGNATURE PAGE FOLLOWS]


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          IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed as of the Closing Date (as defined in the Securities Purchase
Agreement).

                                        COMPANY

                                        ELECTRIC CITY CORP.,
                                        a Delaware corporation


                                        By:    /s/ Jeffrey Mistarz
                                           _____________________________________

                                        Name:  Jeffrey Mistarz
                                             ___________________________________

                                        Title: CFO
                                              __________________________________


ATTEST:

     /s/ Greg M. Rice
__________________________________

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                             Form of Assignment Form

                  [To be executed upon assignment of Warrants]

     The undersigned hereby assigns and transfers unto ______________________,
whose Social Security Number or Tax ID Number is ____________________ and whose
record address is ___________________________________ the rights represented by
the attached Warrant Certificate with respect to ___ Warrants to which the
attached Warrant Certificate relates, and irrevocably appoints _______________
as agent to transfer this security on the books of the Company. Such agent may
substitute another to act for such agent.

                                        Signature:


                                        ________________________________________
                                        (Signature must conform in all respects
                                        to name of holder as specified on the
                                        face of the Warrant Certificate)

                                        Signature Guarantee:


                                        ________________________________________

Date:
     _____________________________

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               (SUBSCRIPTION FORM TO BE EXECUTED UPON EXERCISE OF
                          SOME OR ALL OF THE WARRANTS)

          The undersigned, registered Holder, successor or assignee of such
     registered Holder of the within Warrant Certificate, hereby:

          (a) subscribes for ___ shares of Series A Preferred Stock which the
     undersigned is entitled to purchase under the terms of the within Warrant
     Certificate, (b) makes the full cash payment therefor called for by the
     within Warrant Certificate, and (c) directs that the Series A Preferred
     Stock issuable upon exercise of said Warrants be issued as described
     hereunder.



                                        ________________________________________
                                        (Name)


                                        ________________________________________
                                        (Address)


                                        ________________________________________
                                        SIGNATURE


Dated:
      ____________________________