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Exhibit 14 CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
OFFICER OF ELECTRIC CITY CORP. It is the policy of Electric City Corp. (the Corporation) that its Chief
Executive Officer and its Chief Financial Officer must each adhere to and
advocate the following principles of professional and ethical conduct in the
fulfillment of his or her responsibilities. Each such officer shall:  
    
    Act with honesty and integrity, including the ethical handing of
actual or apparent conflicts of interest between his or her personal,
private interests and the interests of the Corporation;
    
    Perform his or her duties and responsibilities in a manner to
assure full, fair, accurate, timely and understandable disclosure in
reports filed with the Securities and Exchange Commission (the SEC)
and in other public communications made by the Corporation;
    
    Comply, and perform his or her duties and responsibilities to the
Corporation in a manner to assure that the Corporation will comply,
with the laws of federal, state and local governments applicable to the
Corporation and the rules and regulations of governmental agencies
having jurisdiction over the Corporation;
    
    Respect and preserve the confidentiality of the confidential
information acquired in the course of the performance of his or her
duties, except to the extent otherwise authorized by the Corporations
Board of Directors or required to comply with applicable laws and
regulations, and not use any such confidential information for personal
advantage;
    
    Proactively promote and encourage honest and ethical behavior among
the Corporations other employees;
    
    Act to ensure that the Corporations Board of Directors and its
committees are adequately and accurately informed of financial matters
and other material matters regarding the Corporation;
    
    Act to advance the Corporations legitimate interests when the
opportunity arises and such action can be taken in a manner consistent
with this Code of Ethics;
    
    Provide for and encourage the prompt internal reporting to the
Audit Committee of the Corporations Board of Directors of any
violations of this Code of Ethics by officers or employees of the
Corporation; and
    
    Promote accountability within the Corporation for compliance with
this Code of Ethics. - 1 -




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Persons becoming aware of suspected violations of this Code should report
such suspected violations to the Audit Committee of the Corporations Board of
Directors. It is the policy of the Corporation that the Audit Committee of its
Board of Directors shall:  
    
    Mandate and ensure the dissemination of this Code of Ethics to the
Corporations officers and employees and encourage the reporting of
suspected violations of this Code of Ethics to the Audit Committee;
    
    Promptly investigate each report of alleged violation of this Code
of Ethics and, if the Audit Committee shall determine that a violation
has occurred, determine and recommend to the Corporations Board of
Directors the sanctions and corrective actions to be taken, which may
include disciplinary action (including, but not limited to, suspension
or termination of employment) against the violating party. It is also the policy of the Corporation that the Chief Executive Officer
and the Chief Financial Officer each acknowledge and certify the foregoing on
an annual basis and file such acknowledgment and certification with the Audit
Committee of the Corporations board of directors. ACKNOWLEDGEMENT AND CERTIFICATION I have read and understand the foregoing Code of Ethics and hereby certify
my past, present and future compliance with the same. Date: March 3, 2004
    
    /s/ John MitolaJohn MitolaChief Executive OfficerDate: March 3, 2004
    
    /s/ Jeffrey MistarzJeffrey MistarzChief Financial Officer
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