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Certification Pursuant To
Section 302 Of The Sarbanes-Oxley Act Of 2002
  1.
    
    I have reviewed this annual report on Form 10-K of Electric City Corp. (the
Corporation)2.
    
    Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;3.
    
    Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Corporation as of,
and for, the periods presented in this report;4.
    
    The Corporations other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Corporation and have:
 a.
    
    Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the Corporation, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;b.
    
    Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;c.
    
    Evaluated the effectiveness of the Corporations disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; andd.
    
    Disclosed in this report any change in the Corporations internal
control over financial reporting that occurred during the Corporations most
recent fiscal quarter (the Corporations fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to
materially affect, the Corporations internal control over financial reporting;
and
 5.
    
    The Corporations other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
Corporations auditors and the audit committee of the Corporations board of
directors (or persons performing the equivalent functions):
 a.
    
    All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the Corporations ability to record, process,
summarize and report financial information; andb.
    
    Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Corporations internal control
over financial reporting.
  /s/ Jeffrey R. MistarzJeffrey R. Mistarz
Chief Financial Officer
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