Exhibit 14.2**ELECTRIC CITY CORP.****CODE OF BUSINESS CONDUCT AND ETHICS**(as approved by the Board of Directors on April 7, 2004)**I. INTRODUCTION**     This Code of Business Conduct and Ethics (this “Code”) is intended to help ensure compliance withlegal requirements and our standards of business conduct. All officers, directors andemployees of Electric City Corp., or its subsidiaries (collectively the “Company”) areexpected to read and understand this Code, uphold these standards in day-to-day activities,comply with all applicable policies and procedures, and ensure that all agents, contractorsand consultants doing business with the Company are aware of, understand and adhere to thesestandards.     Because the principles described in this Code are general in nature, you also should review allapplicable Company policies and procedures for more specific instruction and contact the HumanResources Department, or the Company’s Chief Executive Officer or Chief Financial Officer(“Senior Management”) if you have any questions.     Nothing in this Code, in any Company policies and procedures, or in other related communications(verbal or written) creates or implies an employment contract or term of employment.     We are committed to continuously reviewing and updating our policies and procedures. This Code,therefore, is subject to modification. This Code supersedes all other such codes, policies,procedures, instructions, practices, rules or written or verbal representations to the extentthey are inconsistent.     Please sign the acknowledgment form at the end of this Code and return the form to the HumanResources Department indicating that you have received, read, understand and agree to complywith this Code. The signed acknowledgment form will be located in your personnel file.**II. COMPLIANCE IS EVERYONE’S BUSINESS**     Ethical business conduct is critical to our business. As an officer, director and/or employee, yourresponsibility is to respect and adhere to these practices. Many of these practices reflectlegal or regulatory requirements. Violations of these laws and regulations can createsignificant liability for you, the Company, its officers, directors and employees.     Part of your job and/or ethical responsibility is to help enforce this Code. You should be alertto possible violations and promptly report possible violations to the Human ResourcesDepartment or to a member of Senior Management. You must cooperate in any internal or externalinvestigations of possible violations. Reprisal, threats, retribution or retaliation againstany person who has in good faith reported a violation or a suspected violation of law, thisCode or other Company policies, or against any person who is assisting in any investigation orprocess with respect to such a violation, is prohibited.
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     Violations of law, this Code, or other Company policies or procedures should be promptly reportedto the Human Resources Department or a member of Senior Management. Violations of law, thisCode or other Company policies or procedures can lead to disciplinary action, up to andincluding termination.     In all cases, if you are unsure about the appropriateness of an event or action, please seekassistance by contacting a member of Senior Management.**III. YOUR RESPONSIBILITIES**     A. General Standards of Conduct     The Company expects all of its officers, directors, employees and agents, and all contractors andconsultants doing business with us, to exercise good judgment to ensure the safety and welfareof people and property and to maintain a cooperative, efficient, positive, harmonious andproductive work environment and business organization. These standards apply while working onour premises, at offsite locations where our business is being conducted, at Company-sponsoredbusiness and social events, or at any other place where you are a representative of theCompany. Officers, directors, employees, agents, contractors or consultants who engage inmisconduct or whose performance is unsatisfactory may be subject to corrective action, up toand including termination. You should also be aware of our Company policies for more detailedspecific situations.     B. Applicable Laws     All Company officers, directors, employees and agents, and all contractors and consultants doingbusiness with us must comply with all applicable laws, regulations, rules and regulatoryorders. Each officer, director, employee, agent, contractor and consultant must acquireappropriate knowledge of the requirements relating to his, her or its duties sufficient toenable him, her or it to recognize potential dangers and to know when to seek advice from amember of Senior Management on specific Company policies and procedures. Violations of laws,regulations, rules and orders may subject the Company to civil or criminal liability or theloss of business and may subject you to individual criminal or civil liability, as well as todiscipline by the Company.     C. Conflicts of Interest     Each of us has a responsibility to the Company, our shareholders and each other to avoid anyactual or apparent conflict of interest whenever possible. Although this duty does not preventus from engaging in personal transactions and investments, it does demand that we avoidsituations where a conflict of interest might occur or appear to occur. For this reason, allpotential conflicts of interest must be reported to the Company’s Chief Financial Officer forreview and approval.A conflict of interest exists where the interests or benefits of one person or entity conflictwith the interests or benefits of the Company, unless expressly approved by the Company. Whileit is difficult to exhaustively identify what constitutes a conflict of interest, set forthbelow are general examples of situations that could create a conflict of interest. Examplesinclude:
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     (i) Employment/Outside Employment. You are expected to devote your full attention to thebusiness interests of the Company. You are prohibited from engaging in any activity thatinterferes with your performance or responsibilities to the Company or otherwise is inconflict with or prejudicial to the Company. Our policies prohibit any employee from acceptingsimultaneous employment with a Company supplier, customer, developer or competitor, or fromtaking part in any activity that enhances or supports a competitor’s position. In addition,you must disclose to the Company any interest that you have that may conflict with thebusiness of the Company. If you have any questions regarding this requirement, you shouldcontact a member of Senior Management.     (ii) Outside Directorships. It is a conflict of interest to serve as a director of anycompany that competes with the Company. Although you may serve as a director of a Companysupplier, customer, developer, or other business partner, our policy requires that you firstobtain approval from the Company’s Chief Financial Officer before accepting any suchdirectorship. Such approval may be conditioned upon the completion of specified actions andmay require Board approval. Any compensation you receive should be commensurate to yourresponsibilities.     (iii) Business Interests. If you are considering investing in a customer, supplier,developer or competitor of the Company, you first must take great care to ensure that theseinvestments do not compromise your responsibilities to the Company. Many factors should beconsidered in determining whether a conflict exists, including the size and nature of theinvestment, your ability to influence the Company’s decisions, your access to confidentialinformation of the Company or of the other company and the nature of the relationship betweenthe Company and the other company.     (iv) Related Parties. As a general rule, you should avoid conducting Company business witha relative or significant other, or with a business in which a relative or significant otheris associated in any significant role. Relatives include spouses, sisters, brothers,daughters, sons, mothers, fathers, grandparents, aunts, uncles, nieces, nephews, cousins, steprelatives, and in-laws. Significant others include persons living in a spousal (including samesex) or familial fashion with you.     If such a related party transaction is unavoidable, you must fully disclose the nature of therelated party transaction to the Company’s Chief Financial Officer. If determined to bematerial to the Company by the Chief Financial Officer, the Company’s Audit Committee mustreview and approve in writing in advance such related party transactions. Any dealings with arelated party must be conducted in such a way that no preferential treatment is given to therelated party.     (v) Interested Party Transactions. In general, you should avoid situations that give riseto apparent conflicts between your own private interests and the interests of the Company. Aninterested party transaction exists if an officer, employee or director would benefit,directly or indirectly, from the payment of monies or other consideration by the Company to aparty or entity in which such person has a direct or indirect financial interest. If you haveany concerns about a proposed transaction that may appear to be such an interested partytransaction, you should consult with the Company’s Chief Financial Officer immediately.
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     D. Corporate Opportunities     Employees, officers and directors may not exploit for their own personal gain opportunities thatare discovered through the use of corporate property, information or position unless theopportunity is disclosed fully in writing to the Company’s Board of Directors and the Board ofDirectors declines to pursue such opportunity.     E. Protecting the Company’s Confidential Information     The Company’s confidential information is a valuable asset. The Company’s confidentialinformation includes technical, financial and business information and models, names ofpotential customers, proposed business transactions with third parties, reports, plans, marketprojections, software programs, data and other confidential and proprietary informationrelating to the Company or its business whether provided orally or in writing or learned byyou in the course of your employment with the Company or providing services to the Company.This information is the property of the Company and may be protected by patent, trademark,copyright and trade secret laws. All confidential information must be used for Companybusiness purposes only. Every officer, director, employee, agent, contractor or consultantmust safeguard it. THIS RESPONSIBILITY INCLUDES NOT DISCLOSING COMPANY CONFIDENTIALINFORMATION OVER THE INTERNET. See the Company’s policy dealing with Handling ConfidentialInformation of Others set forth in Section IV.B of this Code.     (i) Proprietary Information and Invention Agreement and/or Employee Non-DisclosureAgreement. If you are an employee, when you joined the Company, you may have signed anagreement to protect and hold confidential the Company’s proprietary information. Thatagreement remains in effect for as long as you work for the Company and after you leave theCompany. Under that agreement, you may not disclose the Company’s confidential information toanyone or use it to benefit anyone other than the Company without the prior written consent ofthe Company.     (ii) Disclosure of Company Confidential Information. To further the Company’s business,from time to time our confidential information may be disclosed to potential businesspartners. Such confidential information, however, never should be disclosed without carefullyconsidering the potential benefits and risks. If you determine, in consultation withappropriate Company management, that disclosure of confidential information is necessary, youthen must contact the Company’s Chief Financial Officer to ensure that an appropriate writtennondisclosure agreement is signed prior to the disclosure. You must not sign a third party’snondisclosure agreement or accept changes to the Company’s standard nondisclosure agreementswithout review and approval by a member of Senior Management.     (iii) Company Spokespeople. Specific policies have been established by the Companyregarding who may communicate information about or on behalf of the Company to the press andthe financial analyst community. All inquiries or calls from the press and financial analystsshould be referred to the Chief Financial Officer. The Company has designated its ChiefExecutive Officer and Chief Financial Officer as official Company spokespeople for financialmatters. These designees are the only people who may communicate with the press on behalf ofthe Company.
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     F. Obligations Under Securities Laws-“Insider” Trading     Obligations under the federal and state securities laws apply to everyone. In the normal course ofbusiness, officers, directors, employees, agents, contractors and consultants of the Companymay come into possession of significant, sensitive, non-public information. This informationis the property of the Company until the Company publicly discloses it by appropriate means(such as a press release) — you have been entrusted with it. You may not profit from it bybuying or selling securities yourself, or passing on the information to others to enable themto profit or for them to profit on your behalf. The purpose of this policy is both to informyou of your legal responsibilities and also to make clear to you that the misuse of sensitiveinformation is contrary to Company policy and federal and state securities laws.     Insider trading is a crime, penalized by fines of up to $5,000,000 and 20 years in jail forindividuals. In addition, the Securities and Exchange Commission may seek the imposition of acivil penalty of up to three times the profits made or losses avoided from the trading.Insider traders also must disgorge any profits made. Finally, insider traders may be subjectedto civil liability in private lawsuits.     Employers and other controlling persons (including supervisory personnel) also are at risk underU.S. securities laws. Controlling persons may, among other things, face penalties of thegreater of $5,000,000 or three times the profits made or losses avoided by the trader if theyrecklessly fail to take preventive steps to control insider trading.     Thus, it is important both to you and the Company that insider-trading violations do not occur.You should be aware that stock market surveillance techniques are becoming increasinglysophisticated, and the chance that U.S. federal or other regulatory authorities will detectand prosecute even small-level trading is significant. Insider trading rules are strictlyenforced, even in instances when the financial transactions seem small. You should contact theChief Financial Officer if you are unsure as to whether or not you are free to trade theCompany’s securities.     The Company has imposed a trading blackout period on directors, executive officers and certaindesignated employees who, as a consequence of their position with the Company, are more likelyto be exposed to material nonpublic information about the Company. These directors, executiveofficers and employees generally may not trade in Company securities during any blackoutperiod.     For more details, and to determine if you are restricted from trading during trading blackoutperiods, you should review the Company’s Insider Trading Policy. You can request a copy ofthis policy from the Human Resources Department.     G. Use of Company’s Assets     (i) General. Protecting the Company’s assets is a key responsibility of every officer,director, employee, agent, contractor and consultant. Care should be taken to ensure thatassets are not misappropriated, loaned to others, or sold or donated, without appropriateauthorization. All Company officers, directors, employees, agents, contractors and consultantsare responsible for the proper use of Company assets and must safeguard such assets againstloss, damage, misuse or theft. Company equipment and assets are to be used for Companybusiness purposes only. Officers, directors, employees, agents, contractors and consultantsmay not use Company assets for personal use, nor may they allow any other person to useCompany assets. Employees who have any questions regarding this policy should bring them tothe attention of the Company’s Human Resources Department.
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     (ii) Electronic Usage. Officers, directors, employees, agents, contractors and consultantsmust be careful to utilize electronic communication devices in a legal, ethical, andappropriate manner. This policy requires proper use of all electronic communications deviceswithin the organization, including computers, e-mail, connections to the Internet, intranetand extranet and any other public or private networks, voice mail, video conferencing,facsimiles, and telephones. Posting or discussing information concerning the Company’sproducts or business on the Internet without the prior written consent of a member of SeniorManagement is prohibited. Any other form of electronic communication used by officers,directors, employees, agents, contractors and consultants currently or in the future issubject to this policy. It is not possible to identify every standard and rule applicable tothe use of electronic communications devices. Officers, directors, employees, agents,contractors and consultants, therefore, must use sound judgment, consistent with this Code,whenever using any feature of our communications systems.     H. Maintaining and Managing Records     The Company is required by local, state, federal, foreign and other applicable laws, rules andregulations to retain certain records and to follow specific guidelines in managing itsrecords. You must adhere to the Company’s business and legal requirements in managing records,including all recorded information regardless of medium or characteristics. Records includepaper documents, CDs, computer hard disks, email, floppy disks, microfiche, microfilm or allother media. Civil and criminal penalties for failure to comply with such guidelines may beimposed on officers, directors, employees, agents, contractors, consultants and the Company,and failure to comply with such guidelines may subject such individuals to disciplinaryaction, up to and including termination of employment or business relationship at theCompany’s sole discretion.     I. Accounting Practices     The Company’s responsibilities to its shareholders and the investing public require that alltransactions fully and accurately be recorded in the Company’s books and records in compliancewith all applicable laws. False or misleading entries, unrecorded funds or assets, or paymentswithout appropriate supporting documentation and approval strictly are prohibited and violateCompany policy and the law. Additionally, all documentation supporting a transaction fully andaccurately should describe the nature of the transaction and be processed and recorded in atimely fashion.     J. Public Disclosure of Information     The federal securities laws require the Company to disclose certain information in variousreports that the Company must file with or submit to the SEC. In addition, from time to timethe Company makes other public communications, such as issuing press releases.     The Company requires that its Chief Executive Officer, Chief Financial Officer and all otherofficers, directors and employees who are involved in the preparation of SEC reports or otherpublic documents ensure that the information disclosed in those documents is full, fair,accurate, timely and understandable.     Moreover, if any such officer, director or employee becomes aware of any material information thathe or she believes should be disclosed to the public in the Company’s reports filed with theSEC, it is his or her responsibility to bring such information to the attention of the Chief
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Financial Officer or a member of the Audit Committee. If you believe that questionable accountingor auditing conduct or practices have occurred or are occurring, you should report those concernsto a member of Senior Management or a member of the Audit Committee.**IV. RESPONSIBILITIES TO OUR CUSTOMERS AND OUR SUPPLIERS**     A. Payments or Gifts from Others     Under no circumstances may officers, directors, employees, agents, contractors or consultantsaccept any offer, payment, promise to pay, or authorization to pay any money, gift, oranything of value from customers, vendors, consultants, doing business (or seeking to dobusiness) with the Company that is perceived as intended, directly or indirectly, to influenceany business decision or any act or failure to act. Inexpensive gifts, infrequent businessmeals, celebratory events and entertainment, provided that they are not excessive and do notcreate an appearance of impropriety, do not violate this policy. Questions regarding whether aparticular circumstance violates this policy are to be directed to Human Resources or a memberof Senior Management.     B. Handling the Confidential Information of Others     The Company has many kinds of business relationships with many companies and individuals.Sometimes companies or individuals will volunteer confidential information about theirproducts or business plans to induce the Company to enter into a business relationship. Atother times, we may request that a third party provide confidential information to permit theCompany to evaluate a potential business relationship with that party. Whatever the situation,we must take special care to handle the confidential information of others responsibly and inaccordance with our agreements with such third parties.     (i) Appropriate Nondisclosure Agreements. Confidential information may take many forms.An oral presentation about a company’s product development plans may contain protected tradesecrets. A customer list or employee list may also be considered a protected trade secret.     You never should accept or receive information offered by a third party that is represented asconfidential, or which appears from the context or circumstances to be confidential, unless anappropriate nondisclosure agreement has been signed with the party offering the information.THE COMPANY’S CHIEF FINANCIAL OFFICER CAN PROVIDE NONDISCLOSURE AGREEMENTS TO FIT ANYPARTICULAR SITUATION AND WILL COORDINATE APPROPRIATE EXECUTION OF SUCH AGREEMENTS ON BEHALF OFTHE COMPANY. Even after a nondisclosure agreement is in place, you only should accept theinformation necessary to accomplish the purpose of receiving it, such as a decision regardingwhether to proceed in negotiating a transaction. If more detailed or extensive confidentialinformation is offered and it is not necessary for your immediate purposes, it should berefused.     (ii) Need-to-Know. Once a third party’s confidential information has been disclosed to theCompany, we have an obligation to abide by the terms of the relevant nondisclosure agreement,limit its use to the specific purpose for which it was disclosed and disseminate it only toother Company employees and agents with a need to know the information. Every officer,director, employee, agent, contractor and consultant involved in a potential businessrelationship with a third party must understand and strictly observe the restrictions on theuse and handling of confidential information. When in doubt, consult the Company’s ChiefFinancial Officer.
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     (iii) Notes and Reports. When reviewing the confidential information of a third partyunder a nondisclosure agreement, it is natural to take notes or prepare reports summarizingthe results of the review and, based partly on those notes or reports, to draw conclusionsabout the suitability of a business relationship. Notes or reports, however, can includeconfidential information disclosed by the other party and so only should be retained longenough to complete the evaluation of the potential business relationship. Subsequently, theyeither should be destroyed or turned over to the Company’s Chief Financial Officer forsafekeeping or destruction. These materials should be treated as any other disclosure ofconfidential information is treated: marked as confidential and distributed only to those theCompany officers, directors, employees, agents, contractors or consultants with a need toknow.     C. Government Relations     It is the Company’s policy to fully comply with all applicable laws and regulations governingcontact and dealings with government employees and public officials, and to adhere to highethical, moral and legal standards of business conduct. This policy includes strict compliancewith all local, state, federal, foreign and other applicable laws, rules and regulations. Ifyou have any questions concerning government relations you should contact a member of SeniorManagement.     D. Government Contracts     It is the Company’s policy to fully comply with all applicable laws and regulations that applyto government contracting. It also is necessary to strictly adhere to all terms and conditionsof any contract with local, state, federal, foreign or other applicable governments. TheCompany’s Chief Financial Officer must review and approve all contracts with any governmententity.**V. WAIVERS**     Any waiver of any provision of this Code for a member of the Company’s Board of Directors or amember of Senior Management must be approved in writing by the Company’s Board of Directorsand properly disclosed. Any waiver of any provision of this Code with respect to any otherofficer, employee, agent, contractor or consultant must be approved in writing by theCompany’s Chief Financial Officer.**VI. DISCIPLINARY ACTIONS**     The matters covered in this Code are of the utmost importance to the Company, its shareholdersand its business partners, and are essential to the Company’s ability to conduct its businessin accordance with its stated values. We expect all of our officers, directors, employees,agents, contractors and consultants to adhere to these rules in carrying out their duties toand for the Company.     The Company will take appropriate action against any officer, director, employee, agent,contractor or consultant whose actions are found to violate these policies or any otherpolicies of the Company. Disciplinary actions may include immediate termination of employmentor business relationship at the Company’s sole discretion. If the Company has suffered a loss,then it may pursue its remedies against the individuals or entities responsible. If laws havebeen violated, then the Company will fully cooperate with the appropriate authorities.
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**VII. ACKNOWLEDGMENT OF RECEIPT OF CODE OF BUSINESS CONDUCT AND ETHICS**     I have received and read the Code of Business Conduct and Ethics of Electric City Corp. (the“Code of Business Conduct and Ethics”). I understand the standards and policies contained inthe Code of Business Conduct and Ethics and understand that there may be additional policiesor laws specific to my position. I further agree to comply with the Code of Business Conductand Ethics.     If I have questions concerning the meaning or application of the Code of Business Conduct andEthics, any Company policies or the legal and regulatory requirements applicable to myposition, I know I can consult my manager, if applicable, the Human Resources Department or amember of Senior Management and that my questions or reports to these sources will bemaintained in confidence.