Exhibit 10.31**EMPLOYMENT AGREEMENT**     This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of May 3rd, 2005between Maximum Performance Group, Inc., formerly known as MPG Acquisition Corporation, a Delawarecorporation (the “Company”), and Leonard Pisano (“Executive”).W I T N E S S E T H:     WHEREAS, Maximum Performance Group, Inc., a Delaware corporation (“MPG”), has beenmerged with and into the Company, pursuant to the terms of a certain Agreement and Plan of Mergerdated as of April 29, 2005 (the “Merger Agreement”), among Electric City Corp.(“ELC”), the Company, MPG, Executive and the other stockholders of MPG; and     WHEREAS, the Company desires to retain the services of Executive and Executive desires to beemployed by the Company, on and subject to the terms and conditions of this Agreement;     NOW, THEREFORE, the Company and Executive agree as follows:     1. Employment and Duties. The Company agrees to employ the Executive as President ofthe Company and the executive shall also hold the role of Chief Operating Officer of ELC and theExecutive agrees to be employed by the Company, on and subject to the terms of this Agreement. TheExecutive shall report to and be subject to the authority and direction of the Chief ExecutiveOfficer of ELC and the Board of Directors of the Company, shall have responsibility for managingthe Company, and shall have such other responsibilities as may from time to time be reasonablyprescribed by the Chief Executive Officer of ELC and Board of Directors of the Company, which shallinclude but not be limited to overseeing integration and operations of the MPG business asacquired. The Executive agrees to perform such duties as may be assigned by the Chief ExecutiveOfficer of ELC and the Board of Directors of the Company, to devote his full working time to thebusiness of the Company and ELC, and to use his best efforts to advance the interests of theCompany and ELC. Executive agrees not to engage in any other gainful occupation during the term ofthis Agreement and any other Board memberships without the prior written approval of the CEO ofELC.     2. Term. The Company’s employment of the Executive under this Agreement shallcommence on the date hereof (the “Commencement Date”), and expire on the day preceding thethird anniversary of the Commencement Date unless terminated earlier according to the terms of thisAgreement (the date of termination being referred to herein as the “Expiration Date”).Executive’s obligations and the Company’s rights under Sections 6, 7 and 8 shall survive theexpiration of the term of this Agreement.     3. Compensation. During the term of this Agreement, Executive shall be paid a grosssalary (the “Salary”) at the annual rate of $225,000 as compensation for all services tothe Company and ELC. Such Salary shall be payable in 24 equal installments in accordance with theCompany’s regular payroll practices for salaried employees. The Company shall review Executive’scompensation on an annual basis and give consideration to whether any increase is warranted, in theCompany’s sole discretion, provided that during the term of this agreement, the Company willconsider structures of compensation for other senior management of the Company in making anyadjustments to the Executive’s compensation. Additionally, the Company shall reimburse Executivefor all reasonable expenses incurred
 

 
by him in the course of performing his duties under thisAgreement, consistent with the Company’spolicies in effect from time to time with respect to reimbursement of business expenses, andsubject to Executive’s submission of appropriate expense reimbursement requests and supportingdocumentation.Automobile Allowance. During the term of this Agreement, Executive shall be entitled to anautomobile allowance of $500.00 per month.Bonus. The Company shall establish an annual bonus plan of which certain senior executivesof ELC shall be eligible to participate, which annual bonus plan shall comprise a calendar year(the “Plan Year”). Executive will be eligible to participate in such annual bonus plan during theterm of this Agreement with goals (the “Annual Goals”) established and approved by theCompensation Committee of the Board of Directors of ELC and subject to approval of the Board ofDirectors of ELC. The goals that shall serve as the basis of evaluation for any payments awardedpursuant to the Company’s annual bonus plan shall be established and approved by the CompensationCommittee of the Board of Directors of ELC and approved by the Board of Directors of ELC. At theconclusion of the Plan Year, the Compensation Committee of the Board of Directors of ELC shalldetermine the level of success achieved by Executive against the Annual Goals and recommend theamount of the annual bonus plan payment to the Board of Directors of ELC. If Executive’semployment is terminated for reasons other than Due Cause or his voluntary resignation, he will beentitled to receive any bonus earned up to the date of termination as reasonably determined by theCompensation Committee of ELC. All payments related to the annual bonus plan are subject to theprior approval by the Board of Directors of ELC. It is expected that the Executive’s goals will bebased primarily upon the financial targets established for the “earn out” provisions of theAcquisition and will include a smaller portion tied to the larger performance of ELC.Profitability Bonus. Notwithstanding other Bonus plans that may be put in place by theCompany, the Executive shall be entitled to a one-time bonus which shall be awarded uponachievement by the Company of two consecutive calendar quarter periods of positive EBITDA inaccordance with GAAP. The amount of such Profitability Bonus shall be $50,000, which shall be paidto the Executive as soon as the Chief Executive Officer of ELC determines is reasonably practicalfor balance sheet considerations.Board Observation Rights. The Executive shall have the right to attend each board meetingof ELC as an observer during his employment with the Company during the term of this Agreement.The Executive will not be a member of the board of directors of ELC and shall not have board votingrights.Stock Options. The Executive is hereby granted stock options (the “Stock Options”)to purchase Four-Hundred and Seventy Five Thousand (475,000) shares of ELC’s common stock at aprice per share that is equal to the greater of (X) the closing price per share of the ELC’s commonstock on the Effective Date (the “Exercise Price”), or (Y) $1.00 per share. Such Stock Optionsshall vest in accordance with the following schedule: **•** Upon execution of this Agreement and the start of employment with the Company, Executiveshall become immediately vested in Stock Options to purchase Seventy-Five Thousand(75,000) shares of the Company’s common stock at the Exercise Price;  **•** On the first anniversary of this Agreement, so long as Executive is employed by theCompany as its President on such date, Executive shall become immediately vested in StockOptions to purchase One-Hundred Thirty-Three Thousand Three-Hundred Thirty-Four (133,334)shares of the Company’s common stock at the Exercise Price;
 

 
 **•** On the first anniversary of this Agreement, so long as Executive is employed by theCompany as its President on such date, Executive shall become immediately vested in StockOptions topurchase One-Hundred Thirty-Three Thousand Three-Hundred Thirty-Three (133,333) shares ofthe Company’s common stock at the Exercise Price;  **•** On the third anniversary of this Agreement, so long as Executive is employed by theCompany as its President on such date, Executive shall become immediately vested in StockOptions to purchase One-Hundred Thirty-Three Thousand Three-Hundred Thirty-Three (133,333)shares of the Company’s common stock at the Exercise Price.Registration Rights. Executive shall have piggy-back registration rights for all shares ofELC’s common stock obtained through the exercise of any Stock Options granted pursuant to thisSection 3 for any registration statement filed by ELC with the Securities and Exchange Commission,except that Executive agrees to waive his registration rights for any registration undertaken atthe request of, or registration that includes, the holders of the Company’s Convertible PreferredStock and/or the rights of any other holders of the Company’s preferred stock to the extent thatsuch waiver is requested by such holders. In addition, Executive agrees that his registrationrights shall be subject to underwriter cutbacks as may be requested by an underwriter with respectto a registration of the Company’s common stock. The Company shall bear the cost of registering theshares pursuant to this Section 3.Sale of Assets: Change in Control. For all purposes of this Agreement, a “Change inControl” shall be deemed to have occurred when (i) ELC is merged or consolidated with anotherentity which is not then controlled by ELC and, as a result, such merger or consolidation resultsin at least fifty-one percent (51%) or greater of ELC’s common stock being controlled or owned byanother entity, or (ii) a majority of the ELC’s assets are sold or otherwise transferred to anotherentity that is not then controlled by or affiliated with ELC. Upon the occurrence of a Change inControl, the Stock Options granted pursuant to this Section 3 shall be automatically andimmediately vested and become exercisable by Executive subject to the terms of this Agreement.Terms Governing Stock Options. Unless otherwise provided herein, the terms of the StockOptions granted pursuant to this Section 3 shall be governed in accordance with the provisions ofELC’s 2001 Employee Stock Incentive Plan. The Stock Options issued pursuant to this agreement shallbe incentive stock options to the extent permitted by law and the terms of the Plan, and thebalance shall be non-qualified options. If Executive’ employment with the Company is terminatedfor “Due Cause” (as hereinafter defined) or a voluntary resignation, such Stock Options not vestedas of such termination date shall terminate. If Executive’ employment with the Company isterminated for reasons other than Due Cause (except voluntary resignation), then any Stock Optionsvested as of such date shall survive under the terms of this Agreement and any unvested StockOptions as of such date shall then vest pursuant to the terms of this Section 3. All granted butunexercised Stock Options shall terminate upon the earlier of (i) ten years from the Effective Dateof this agreement, or (ii) one (1) year from the date of termination of the Executive’s employmentwith the Company.     4. Benefits. During the term of this Agreement, Executive shall be entitled toparticipate in and receive all benefits generally provided to its senior executives by the Companyand ELC from time to time.
 

 
     5. Disability; Death; Resignation; Termination for Due Cause.     (a) Termination For Disability. In the event that, during the term of this Agreement,Executive shall experience a physical or mental disability which impairs his ability to perform inhis usual manner his duties hereunder for a period of 180 consecutive days or for a total of 180days in any period of twelve consecutive months, then the Company, in its sole discretion, mayterminate this Agreement and the Executive’s employment upon not less than five (5) days writtennotice to the Executive. In such event, Executive shall be entitled to receive any unpaid portionof his Salary earned up to the date when such termination becomes effective. From and after thedate when such termination becomes effective, the Company shall have no further obligation toprovide to Executive any benefits pursuant to this Agreement or which may otherwise be provided toits employees (but without prejudice to Executive’s COBRA rights or to any benefits which may begranted to Executive under any other agreement between Executive and the Company).     All questions under this Section 5(a) as to the existence, commencement, extent and durationof the disability of Executive shall be determined by a licensed physician selected by the Company;provided, however, that if Executive contests the determination of the physician designatedby the Company, then all such questions shall be resolved by the majority opinion or vote of threephysicians, one of whom shall be selected by Executive, one of whom shall be selected by theCompany and the third of which shall be selected by the two physicians so selected by Executive andthe Company. The conclusions of such majority shall be binding on both parties hereto. Executiveshall submit to such medical examinations as the Company (or such examining physician(s)) mayreasonably request in order to determine the existence, commencement, extent and duration of anypurported disability for purposes hereof.     (b) Death. In the event of the Executive’s death, this Agreement and the Executive’semployment shall terminate upon the date of death. In such event, Executive’s estate shall beentitled to receive any unpaid portion of his Salary earned up to the date of death. From andafter the date of death, the Company shall have no further obligation to provide to any benefitspursuant to this Agreement or which may otherwise be provided to its employees, (but withoutprejudice to COBRA rights applicable to Executive’s spouse or dependents or to any benefits whichmay be granted to Executive or his spouse or dependents under any other agreement between Executiveand the Company), and except that the Executive’s designated beneficiary (or, in the absence of adesignated beneficiary, the Executive’s estate) shall be entitled to receive any benefits payableas a result of the Executive’s death under the terms of the Company’s employee benefit plans, ifany.     (c) Resignation. If the Executive’s employment is terminated by reason of Executive’svoluntary resignation, this Agreement and all of the Company’s obligations hereunder andExecutive’s employment by the Company shall terminate on the date when such resignation becomeseffective (but without prejudice to Executive’s COBRA rights or to any benefits which may begranted to Executive under any other agreement between Executive and the Company). Notwithstandingthe foregoing, the Executive’s obligations and the Company’s rights under Sections 6, 7 and 8 shallsurvive the termination of this Agreement.
 

 
     (d) Termination for Due Cause. The Company shall have the right to terminate thisAgreement and the Executive’s employment for “Due Cause” (as defined below) by giving the Executivewritten notice of such termination, and upon any such termination Executive’s employment and all ofthe Company’s obligations hereunder shall immediately terminate. As used in this section, “DueCause” shall mean any of     (i) conduct by the Executive that is materially inconsistent with or violates the termshereof;     (ii) failure by the Executive to perform any material and substantial duties to theCompany, which failure is not cured within 15 days after written notice thereof is providedby the Company to the Executive;     (iii) Executive’s conviction of or plea of nolo contendre to of a felony charge;     (iv) misappropriation of Company property by Executive or any act of dishonesty byExecutive directed at the Company or acting on behalf of the Company;     (v) violation of the Company’s drug and alcohol policy;     (vi) any conduct, action or behavior by Executive that has a material adverse effect onthe reputation of the Company, its business, customers, employees, prospects, name,reputation or goodwill, or Executive’s reputation, or that is not befitting of a seniorexecutive of the Company; or     (v) Executive’s commission of an act of moral turpitude.     (vi) Executive’s continued and ongoing failure to perform at aminimum industry standard level for any similar executive leading to adetermination of material incompetence as determined by the Board of Directors.Notwithstanding the termination of Executive’s Employment and this Agreement pursuant to thisSection 5(d), the Executive’s obligations and the Company’s rights under Sections 6, 7 and 8 shallsurvive such termination.     (e) Termination/Modifications without Due Cause. In addition, at all times theCompany shall have the right to terminate the Executive’s employment without any reason. While theExecutive’s titles and responsibilities have been established herein based upon the currentstructure and needs of ELC and the Company, they may be modified from time to time due to changingneeds of ELC, modifications to corporate structure and any other commercially reasonable needs asdetermined by the CEO and the Board of the Company. In the event that the Company terminates theExecutive’s employment for any reason other than for Due Cause or Executive’s disability orExecutive’s death, or, modifies the Executive’s role for any reason other than Due Cause, theCompany shall continue to pay Executive’s Salary and provide the other benefits due to Executivehereunder through the third anniversary of the date hereof.
 

 
     6. Non-Competition Covenant.     (a) Executive’s Agreements. For purposes of Sections 6 and 7 of this Agreement, theterm “Company” shall also refer to and include MPG. Executive acknowledges and agrees thatExecutive possesses skills and experience qualifying him for employment in other fields, and thatthe restrictions and limitations imposed on Executive below will not unduly impair his ability toearn a living if his employment with the Company is terminated. Further, Executive herebyacknowledges and agrees that the Company’s products are sold throughout the United States.Accordingly, Executive agrees that the geographic limitations and restrictions contained in thenon-competition covenant set forth below are reasonable and necessary to protect the market shareand business interests of the Company and its affiliates.     (b) Non-Compete Covenant. Executive agrees that during the term of his employment bythe Company, and for a period of two (2) years thereafter, Executive shall not, directly orindirectly, engage in, own, be employed by, become involved or affiliated with, render services toor in any manner provide services to any business or enterprise which is competitive with thebusiness of the Company or of ELC or of any other subsidiary of ELC (each, a “CompanyAffiliate”). Nor shall Executive, during such period, interfere with, or attempt to interferewith the relationship between the Company, or of any Company Affiliate and any of its customers,suppliers, clients, employees or consultants, whether by solicitation or otherwise, whether aloneor as a partner, officer, director, shareholder, employee, consultant or independent contractor ofany other entity. Notwithstanding the foregoing, solely as a passive investor, Executive may ownor invest in interests in a company or entity which competes with the Company or a CompanyAffiliate, if such ownership or investment is solely in securities which are traded on any nationalor international securities exchange and does not at any time equal or exceed five percent (5%) ormore of any class of outstanding securities of such company or entity.     7 Confidentiality Covenant.     (a) Confidential Information. Executive recognizes and acknowledges that, by virtueof and in the course of his employment with the Company, Executive shall come into contact with, beexposed to, learn about, discover, develop, generate or contribute to trade secrets, proprietaryinformation or other Confidential Information. For the purposes of this Agreement, the term“Confidential Information” means all information or data at any time in the possession ofor accessible to Executive relating to the business and affairs of the Company or a CompanyAffiliate and not generally known outside of the Company or the Company Affiliates, whether or notthe Company or a Company Affiliate invokes special measures to protect such information or data,and shall include, without limitation, the Company’s and the Company Affiliates’ data, designs,compilations of information, apparatus, computer programs, identity of suppliers, identity ofcustomers, customer requirements, cost or price data, research data, business plans, marketing orsales plans and information, financial data, salary and wage information, policies and procedures,manufacturing and sales know-how and any other information that proprietary to or a trade secret ofthe Company or any Company Affiliate, whether or not such information is considered a trade secretwithin the meaning of applicable law. All Confidential Information, in whatever form it may exist,whether in Executive’s memory or in some physical or electronic or computerized form, is and shallbe the sole and exclusive property of the Company and the Company Affiliates. The rights andprotections granted herein with respect to Confidential Information are in addition to the rights,remedies and protections afforded to the Company under any applicable law, statute or regulation.
 

 
     (b) Agreement Not To Disseminate Confidential Information. Executive agrees that hewill not, at any time or in any manner, either directly or indirectly, publish, communicate orotherwise reveal to any person or entity, or use for any purpose whatsoever, except as may benecessary in the course of performing his obligations to the Company, or as may be required byapplicable law, statute or regulation, any Confidential Information. Executive further agrees tonotify the Company before disclosing any Confidential Information under compulsion of law and tocooperate with the Company in deciding the substance and manner of such disclosure. Executivehereby specifically agrees that all Confidential Information is valuable, material andsignificantly affects the effective and successful conduct of the Company’s and the CompanyAffiliates’ businesses and related good will.     (c) Public Information. Notwithstanding the foregoing, the confidentialityobligations set forth above shall not apply to any information that now is or hereafter becomesgenerally known to the public (other than as a result of a breach of this Agreement or a similaragreement under which the Company or a Company Affiliate has rights).     (d) Protection of Confidential Information. Executive will take all necessary stepsand precautions to protect any Confidential Information. Upon termination of Executive’semployment with the Company or upon the Company’s written request, Executive shall promptly turnover to the Company any and all correspondence, notes, agreements, memoranda, computer disks andtapes, documents and other media and other property of the Company in Executive’s controlcontaining or reflecting Confidential, Information, keeping no copies or extracts.     (e) Remedies. Executive agrees that money damages may not constitute an adequateremedy for the violation by Executive of either Section 6 or Section 7 of this Agreement, and anysuch violation by Executive is likely to cause irreparable damage to the Company and that suchdamages would be difficult to determine. Accordingly, in the event of any such violation or anythreatened violation of Section 6 or Section 7 of this Agreement, in addition to all other legaland equitable remedies available to the Company, the Company shall be entitled to injunctiverelief, both temporary and permanent, without bond, to enforce the provisions of such Sections.The non-prevailing party in any final, unappealable decision regarding enforcement of Section 6 orSection 7 of this Agreement shall be responsible for and indemnify the prevailing party for allreasonable legal fees, court costs and related expenses incurred by such prevailing party inseeking enforcement.     8. Inventions and Discoveries. All discoveries, inventions, processes, methods andimprovements, conceived, developed, or otherwise made by Executive, alone or with others, at anytime while he is employed by the Company or any Company Affiliate, and which     (i) in any way relates to the Company’s present or proposed business or products, or     (ii) in any way relates to the Company’s actual or demonstrably anticipated research ordevelopment, or     (iii) results from work performed by Executive for the Company,whether or not patentable or subject to copyright protection, and whether or not reduced totangible form or practice (“Developments”), shall be the sole property of the Company.Executive hereby assigns to the Company all proprietary right, title and interest of Executivethroughout the world in and to all Developments. Executive hereby agrees that the Developmentsconstitute works made for hire under the patent and copyright laws of the United States of America.
 

 
     9. Court Authorized to Modify Covenants. If a court or other body of authority andcompetent jurisdiction determines that the covenants contained in Sections 6 and/or 7 of thisAgreement are unenforceable, in whole or in part, due to the duration or geographic scope of therestrictions or limitations imposed therein or for any other reason, then such court or other bodyof authority is hereby authorized and directed by the Company and the Executive to make suchmodifications to Sections 6 and/or 7 as are necessary to render said covenants enforceable to themaximum extent permitted under applicable law.     10. Miscellaneous Provisions.     (a) Governing Law. This Agreement has been executed and delivered in the State ofIllinois and its validity, interpretation and enforcement shall be governed by and it shall beconstrued in accordance with the internal laws (as opposed to conflicts of laws) and decisions ofthe State of Illinois.     (b) Severability. Subject to the provisions of Section 9 above, if any provision ofthis Agreement shall be held to be invalid by reason of the operation of any applicable law, or byreason of the interpretation placed thereon by any court or other governmental body, (i) thisAgreement shall be construed as not containing such provision and a substitute provision shall beinserted therefore by such court or other governmental body which effectuates to the maximum extentpermitted by law the intent of the parties hereto, (ii) such provision and the replacement thereofshall not affect the validity of any other provision hereof, and (iii) any and all other provisionshereof which otherwise are lawful and valid shall remain in full force and effect.     (c) No Waiver. The failure of the Company to assert any of its rights under thisAgreement or the delay or partial enforcement of any of its rights hereunder shall not operate orbe construed as a waiver of any breach of this Agreement, except as such waiver may be expresslyset forth in writing and signed by the Company. The waiver by the Company of any breach of anyprovision of this Agreement shall not be construed as a waiver of any subsequent breach, whether ofthe same or of a different character.     (d) Notices. All notices, demands and other communications which may or are requiredto be given hereunder or with respect hereto shall be in writing, shall be given either by personaldelivery or by recognized overnight delivery service, and shall be deemed to have been given ormade when personally delivered, addressed as follows:   If to the Company to: Maximum Performance Group  C/o Electric City Corporation  1280 Landmeier Road  Elk Grove Village, Illinois 60007  Attn: Chief Financial Officeror to such other address as the Company may from time to time designate to the Executive inaccordance with this section.              If to the Executive to: Mr. Leonard Pisano                                   Telephone:           
 

 
or to such other address as the Executive may from time to time designate to the Company inaccordance with this section.     (e) Modification. This Agreement shall not be amended, modified or supplementedexcept in writing and signed by the Company and Executive.     (f) Headings. The paragraph headings and captions used herein are intended solely forconvenience of reference and shall not control or effect the interpretation, meaning orconstruction of any provision of this Agreement.     (g) The parties hereto agree that in the event of any disagreements or controversies arisingfrom this Agreement or any other agreements between the Company and Executive relating to thebreach, termination or validity thereof or the past, present and future dealings between theparties, such disagreements and controversies shall be subject to binding arbitration as arbitratedin accordance with the then current Commercial Arbitration Rules of the American ArbitrationAssociation (the “AAA”) in Chicago, Illinois before one neutral arbitrator. Such arbitrator shallbe selected by mutual agreement of the parties within thirty (30) days of written notice of saiddisagreement 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 arbitratorseeking injunctive relief until the arbitration award is rendered or the controversy is otherwiseresolved. Without waiving any remedy under this Agreement, either party may also seek from anycourt having jurisdiction any interim or provisional relief that is necessary to protect the rightsor property of that party, pending the establishment of the arbitral tribunal (or pending thearbitral tribunal’s determination of the merits of the controversy). In the event of any suchdisagreement or controversy, neither party shall directly or indirectly reveal, report, publish ordisclose any information relating to such disagreement or controversy to any person, firm orcorporation not expressly authorized by the other party to receive such information or use suchinformation or assist any other person in doing so, except to comply with actual legal obligationsof such party or unless such disclosure is directly related to an arbitration proceeding asprovided herein, including, but not limited to, the prosecution or defense of any claim in sucharbitration. The costs and expenses of the arbitration (excluding attorneys’ fees) shall be paid bythe non-prevailing party or as determined by the arbitrator. This paragraph shall survive thetermination of this Agreement.[Balance of page intentionally left blank; signature page follows.]
 

 
     IN WITNESS WHEREOF, the parties have caused this Employment Agreement to be executed as of thedate first above written.       MAXIMUM PERFORMANCE GROUP, INC.       By:    /s/ John Mitola       Name: