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                                                                   EXHIBIT 10.34

                  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. 3

                               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 Morgan Stanley Dean Witter Equity
Funding, Inc. or its registered assigns (the "HOLDER"), is the owner of 95,000
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:
        ____________________________