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Exhibit 99.1

ELECTRIC CITY CORP.

INSIDER TRADING POLICY



|and Guidelines with Respect
to

Certain Transactions in Company Securities
|--------------------------------------------------------------------------

This Policy provides guidelines to employees, officers and directors of,
and consultants and contractors to Electric City Corp. (the Company) with
respect to transactions in the Companys securities.

Applicability Of Policy

This Policy applies to all transactions in the Companys securities,
including common stock, options for common stock and any other securities the
Company may issue from time to time, such as preferred stock, warrants and
convertible debentures, as well as to derivative securities relating to the
Companys stock, whether or not issued by the Company, such as exchange-traded
options. It applies to all officers of the Company, all members of the
Companys Board of Directors, all Board Observers, all employees, distributors
and dealers of, and consultants and contractors to, the Company and its
subsidiaries who receive or have access to Material Nonpublic Information (as
defined below) regarding the Company. This group of people, members of their
immediate families, and members of their households are sometimes referred to
in this Policy as Insiders. Any such person who possesses Material Nonpublic
Information regarding the Company is an Insider for so long as the information
is not publicly known. Any employee or consultant can be an Insider from time
to time, and would at those times be subject to this Policy.

Statement Of Policy

General Policy

It is against the law and this Policy to trade on or disclose Material
Nonpublic Information. Material Nonpublic Information is information not
otherwise known or available to the general public that would be considered
important to an investor in making an investment decision regarding the
purchase or sale of the Companys securities. While it may be difficult under
this standard to determine whether particular information is material, there
are various categories of information that are particularly sensitive and, as a
general rule, should always be considered material. Examples of such
information are set forth on page 7 of this Policy. This policy applies to
both trading on such information and tipping others to such information. In
addition, officers and directors are prohibited from, and all other employees
and consultants are strongly





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discouraged from, trading during a period known as the blackout period,
when the likelihood of possession of Material Nonpublic Information is very
high. Instead, all employees are encouraged to make any trades during the
established trading window, all as further described below.

Specific Policies

1.     Trading on Material Nonpublic Information.No director, officer or
employee of, or consultant or contractor to, the Company, and no member of the
immediate family or household of any such person, shall engage in any
transaction involving a purchase or sale of the Companys securities, including
any offer to purchase or offer to sell, during any period commencing with the
date that he or she possesses Material Nonpublic Information concerning the
Company and ending at the beginning of the third Trading Day following the date
of public disclosure of that information or at such time as such nonpublic
information is no longer material. As used herein, the term Trading Day means
a day on which national stock exchanges and the American Stock Exchange are
open for trading. A Trading Day begins at the time trading begins on such day.

2.     Tipping.No Insider shall disclose (tip) Material Nonpublic
Information to any other person (including family members) where such
information may be used by such person to his or her profit by trading in the
securities of companies to which such information relates, nor shall such
Insider or related person make recommendations or express opinions on the basis
of Material Nonpublic Information as to trading in the Companys securities.
Even if you are not in possession of Material Nonpublic Information, do not
recommend to any other person that they buy or sell securities of the Company.
(Remember that tipping Material Nonpublic Information is always prohibited,
and that your recommendation could be imputed to the Company and may be
misleading if you do not have all relevant information).

If an Insider receives inquiries about the Company from securities
analysts, reporters, or others, decline comment and direct them to the
Companys Insider Trading Compliance Officer: Jeffrey Mistarz, Chief Financial
Officer, Treasurer and Assistant Secretary. Do not discuss Material Nonpublic
Information where it may be overheard, such as in restaurants, elevators,
restrooms, and other public places. Remember that cellular phone conversations
are often overheard and that voice mail and e-mail messages may be retrieved by
persons other than their intended recipients.

3.     Confidentiality of Nonpublic Information.Nonpublic information
relating to the Company is the property of the Company and the unauthorized
disclosure of such information is forbidden. Keep all memoranda, correspondence
and other documents that reflect nonpublic information in a secure place, such
as a locked office or a locked file cabinet, so that they cannot be seen by
third persons.

4.     10b5-1 Programs.Pursuant to SEC Rule 10b5-1, directors, officers and
employees of the Company may establish written programs which permit (i)
automatic

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trading of the Companys stock through a third-party broker or (ii)
trading of the Companys stock by an independent person (e.g., an investment
banker) who is not aware of Material Nonpublic Information at the time of a
trade. All such programs shall be subject to the restrictions and limitation
set forth in Exhibit A, attached hereto, which shall be updated from time to
time by the Companys outside counsel to conform with any changes to SEC Rule
10b5-1 or the practices thereunder. Once a program is implemented in accordance
with this Section 4 and such Exhibit A, trades pursuant to such program shall
not be subject to the limitations and restrictions set forth in other sections
of this Insider Trading Policy. Trading pursuant to a program may occur even at
a time outside of the Companys trading window or when the person on whose
behalf such trade is made is aware of Material Nonpublic Information. Each
program (or the form of program established by an investment bank or other
third party) must be reviewed by the Companys outside counsel prior to
establishment, to confirm compliance with this Policy and the applicable
securities laws.

POTENTIAL CRIMINAL AND CIVIL LIABILITY
AND/OR DISCIPLINARY ACTION

1.     Liability for Insider Trading.Insiders may be subject to penalties of
up to $1,000,000 and up to ten years in jail for engaging in transactions in
the Companys securities at a time when they have knowledge of Material
Nonpublic Information regarding the Company.

2.     Liability for Tipping.Insiders may also be liable for improper
transactions by any person (commonly referred to as a tippee) to whom they
have disclosed Material Nonpublic Information regarding the Company or to whom
they have made recommendations or expressed opinions on the basis of such
information as to trading in the Companys securities. The Securities and
Exchange Commission (the SEC) has imposed large penalties even when the
disclosing person did not profit from the trading. The SEC, the stock exchanges
and the National Association of Securities Dealers, Inc. use sophisticated
electronic surveillance techniques to uncover insider trading.

3.     Possible Disciplinary Actions.Employees of the Company who violate
this Policy shall also be subject to disciplinary action by the Company, which
may include ineligibility for future participation in the Companys equity
incentive plans or termination of employment.

RECOMMENDED GUIDELINES

1.      Blackout Period.The period beginning at the close of the market on
the last day of the fourteenth day prior to the end of the then current quarter
and ending at the beginning of the third Trading Day following the date of
public disclosure of the financial results for that quarter is a particularly
sensitive period of time for transactions in the Companys stock from the
perspective of compliance with applicable securities laws. This sensitivity is
due to the fact that officers, directors and other employees, consultants

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and contractors often will possess, during that period, Material Nonpublic
Information about the expected financial results for the quarter during that
period. Accordingly, this period of time is referred to as a blackout
period. All directors and executive officers are prohibited from trading
during such period. In addition, it is strongly recommended that all other
employees of, or consultants or contractors to, the Company refrain from
trading during such blackout period. In addition, from time to time Material
Nonpublic Information regarding the Company may be pending. While such
information is pending, the Company may impose a special blackout period
during which the same prohibitions and recommendations shall apply.

2.     Pension Fund Blackout Period. Pursuant to SEC rules effective January
26, 2003, directors and executive officers are prohibited from trading in
Company equity securities during any period of three or more consecutive days
during which at least 50% of the participants or beneficiaries in an
individual account retirement plan of the Company or its subsidiaries are
unable to purchase, sell, or otherwise acquire or transfer an interest in the
equity of the Company held in such plan due to a temporary suspension by the
Company or a fiduciary (Pension Fund Blackout Period). Individual account
plans include, without limitation, defined contribution plans such as
broad-based tax-qualified 401(k) plans and profit sharing plans, stock bonus
plans, and certain nonqualified deferred compensation arrangements. There are
limited exceptions to this rule, and directors and executive officers should
consult with the Companys outside counsel or Insider Trading Compliance
Officer prior to attempting a stock transaction during the above-described
Pension Fund Blackout Period.

3.     Mandatory Trading Window.To ensure compliance with this Policy and
applicable U.S. federal and state securities laws, the Company requires that
all directors and executive officers of the Company refrain from conducting
transactions involving the purchase or sale of the Companys securities other
than during the following period (the Trading Window):



| |  | Trading Window:The period commencing at the open of the market on the
third Trading Day following the date of public disclosure of the
financial results for a particular fiscal quarter or year and continuing
until the close of the market fourteen calendar days prior to the end of
the then current quarter.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

From time to time, the Company may also prohibit directors and executive
officers from trading securities of the Company because of material
developments known to the Company and not yet disclosed to the public. In such
event, directors and executive officers may not engage in any transaction
involving the purchase or sale of the Companys securities and should not
disclose to others the fact of such suspension of trading. The Company would
re-open the Trading Window at the beginning of the third Trading Day following
the date of public disclosure of the information, or at such time as the
information is no longer material.

The safest period for trading in the Companys securities, assuming the
absence of Material Nonpublic Information, is generally the first ten days of
the Trading Window and trading during that period is recommended. Periods other
than the Trading Window

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are more highly sensitive for transactions in the Companys stock from the
perspective of compliance with applicable securities laws. This is due to the
fact that officers, directors and certain other employees are, as any quarter
progresses, increasingly likely to possess Material Nonpublic Information about
the expected financial results for the quarter.

The purpose behind the recommended Trading Window is to help establish a
diligent effort to avoid any improper transaction. An Insider may choose not to
follow this suggestion, but he or she should be particularly careful with
respect to trading outside the Trading Window, because the Insider may, at such
time, have access to (or be deemed to have had access to) Material Nonpublic
Information regarding, among other things, the Companys anticipated financial
performance for the quarter.

It should be noted that even during the Trading Window, any person
possessing Material Nonpublic Information concerning the Company should not
engage in any transactions in the Companys securities until such information
has been known publicly for at least two Trading Days, whether or not the
Company has recommended a suspension of trading to that person.Although the
Company may from time to time recommend during a Trading Window that directors,
officers, selected employees and others suspend trading because of developments
known to the Company and not yet disclosed to the public, each person is
individually responsibleat all times for compliance with the prohibitions
against insider trading. Trading in the Companys securities during the
Trading Window should not be considered a safe harbor, and all directors,
officers and other persons should use good judgment at all times.

4.     Recommended Trading Window.In addition to the mandatory Trading Window
for directors and executive officers, the Company strongly recommends that all
other employees of, and consultants and contractors to, the Company refrain
from conducting transactions involving the purchase or sale of the Companys
securities other than during the Trading Window described above. The safest
period for trading in the Companys securities, assuming the absence of
Material Nonpublic Information, is probably only the first ten days of the
Trading Window and trading during that period is recommended.

It should be noted that even during the Trading Window, any person
possessing Material Nonpublic Information concerning the Company should not
engage in any transactions in the Companys securities until such information
has been known publicly for at least two Trading Days, whether or not the
Company has recommended a suspension of trading to that person.Although the
Company may from time to time recommend during a Trading Window that selected
employees and others suspend trading because of developments known to the
Company and not yet disclosed to the public, each person is individually
responsibleat all times for compliance with the prohibitions against insider
trading. Trading in the Companys securities during the Trading Window should
not be considered a safe harbor, and all directors, officers and other
persons should use good judgment at all times.

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5.     Preclearance of Trades.The Company has determined that all officers
and directors of the Company and certain persons whose names are set forth on
Schedule A attached hereto must refrain from trading in the Companys
securities, even during the Trading Window, without first complying with the
Companys preclearance process. Each such person should contact the Companys
Insider Trading Compliance Officer prior to commencing any trade in the
Companys securities. The Insider Trading Compliance Officer will consult as
necessary with senior management of the Company before clearing any proposed
trade. The Company may also find it necessary, from time to time, to require
compliance with the preclearance process from certain employees, consultants
and contractors other than and in addition to officers and directors.

6.     Individual Responsibility.Every officer, director, employee and
consultant has the individual responsibility to comply with this Policy against
insider trading, regardless of whether the Company has recommended a Trading
Window to that Insider or any other Insiders of the Company. The guidelines set
forth in this Policy are guidelines only, and appropriate judgment should be
exercised in connection with any trade in the Companys securities. An Insider
may, from time to time, have to forego a proposed transaction in the Companys
securities even if he or she planned to make the transaction before learning of
the Material Nonpublic Information and even though the Insider believes he or
she may suffer an economic loss or forego anticipated profit by waiting.

APPLICABILITY OF POLICY TO INSIDE INFORMATION
REGARDING OTHER COMPANIES

This Policy and the guidelines described herein also apply to material
nonpublic information relating to other companies, including the Companys
customers, vendors or suppliers ("business partners"), when that information is
obtained in the course of employment with, or other services performed on
behalf of, the Company. Civil and criminal penalties, and termination of
employment, may result from trading on inside information regarding the
Companys business partners. All officers, directors, employees, consultants
and contractors should treat material nonpublic information about the Companys
business partners with the same care required with respect to information
related directly to the Company.

DEFINITION OF MATERIAL NONPUBLIC INFORMATION

It is not possible to define all categories of material information.
However, information should be regarded as material if there is a reasonable
likelihood that it would be considered important to an investor in making an
investment decision regarding the purchase or sale of the Companys securities.

While it may be difficult under this standard to determine whether
particular information is material, there are various categories of information
that are particularly sensitive and, as a general rule, should always be
considered material. Examples of such information include:

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| |  |  | Financial results                                                                
| | - |  | ---------------------------------------------------------------------------------
|
| |  |  | Known but unannounced future earnings or losses                                  
|
| |  |  | News of a pending or proposed merger or other acquisition                        
|
| |  |  | News of the disposition, construction or acquisition of significant assets       
|
| |  |  | Knowledge of a pending press release that contains material
nonpublic information
|
| |  |  | Impending bankruptcy or financial liquidity problems                             
|
| |  |  | Gain or loss of a substantial customer, supplier or other business partner       
|
| |  |  | Changes in dividend policy                                                       
|
| |  |  | New product announcements of a significant nature                                
|
| |  |  | Significant product defects or modifications                                     
|
| |  |  | Significant pricing changes                                                      
|
| |  |  | Stock splits                                                                     
|
| |  |  | New equity or debt offerings                                                     
|
| |  |  | Significant changes in sources or availability of supplies                       
|
| |  |  | Patent or other intellectual property milestones                                 
|
| |  |  | Engineering achievements or other developments from research efforts             
|
| |  |  | Significant litigation exposure due to actual or threatened litigation           
|
| |  |  | Positive or negative developments in outstanding litigation                      
|
| |  |  | Major changes in senior management.                                              

Either positive or negative information may be material.

Nonpublic information is information that has not been previously
disclosed to the general public and is otherwise not available to the general
public.

CERTAIN EXCEPTIONS

1.     Stock Option and Purchase Plans; Gifts. For purposes of this Policy,
the Company considers that the exercise of stock options for cash under the
Companys stock option plans or the purchase of shares under any Company
employee stock purchase plan (but not the sale of any such shares) is exempt
from this Policy, because the other party to the transaction is the Company
itself and the price does not vary with the market but is fixed by the terms of
the option agreement or the plan. In addition, for purposes of this Policy,
the Company considers that bona fide gifts of the securities of the Company are
exempt from this Policy.

2.     Rule 10b5-1 Trading Plans. For purposes of this Policy, the Company
considers that trades of the Companys securities made pursuant to a plan
adopted in strict compliance with Rule 10b5-1(c) promulgated under the
Securities Exchange Act of 1934, as amended (a 10b5-1 Plan) are exempt from
this Policy; provided, however, that such a plan must first be approved by the
Companys Insider Trading Compliance Officer and must meet the requirements of
Exhibit A to this Policy.

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ADDITIONAL INFORMATION - DIRECTORS AND OFFICERS

Directors and officers of the Company and certain other persons identified
by the Company from time to time must also comply with the reporting
obligations and limitations on short-swing transactions set forth in Section 16
of the Securities Exchange Act of 1934, as amended. The practical effect of
these provisions is that officers, directors and such other persons who
purchase and sell or sell and purchase the Companys securities within a
six-month period must disgorge all profits to the Company whether or not they
had knowledge of any Material Nonpublic Information. Under these provisions,
and so long as certain other criteria are met, neither the receipt of an option
under the Companys option plans, nor the exercise of that option nor the
receipt of stock under the Companys employee stock purchase plan is deemed a
purchase under Section 16; however, the sale of any such shares is a sale under
Section 16. Moreover, no officer or director may ever make a short sale of the
Companys stock.A short sale is a sale of securities not owned by the seller
or, if owned, not delivered (a short sale against the box). Transactions in
put and call options for the Companys securities may in some instances
constitute a short sale or may otherwise result in liability for short swing
profits. All executive officers and directors of the Company and such other
identified persons must confer with the Companys Insider Trading Compliance
Officer before effecting any such transaction. The Company strongly
discourages all such transactions by officers, directors and all employees.

While employees and consultants who are not executive officers and
directors are not prohibited by law from engaging in short sales of the
Companys securities, the Company believes it is inappropriate for employees
and consultants to engage in such transactions and therefore strongly
discourages all employees and consultants from such activity.

The Company will provide separate memoranda and other appropriate
materials to its officers and directors regarding compliance with Section 16
and its related rules.

INQUIRIES

Please direct your questions as to any of the matters discussed in this
Policy to the Companys Insider Trading Compliance Officer, Jeffrey Mistarz.

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SCHEDULE A

OFFICERS, DIRECTORS AND OTHER EMPLOYEES
SUBJECT TO PRE-CLEARANCE PROCEDURES

Directors:

David R. Asplund
Frederic F. Brace
Kevin J. Kushman
Robert J. Manning
John P. Mitola
Gerald A. Pientka
Michael S. Stelter
Robert D. Wagner, Jr.

Corporate Officers:

Denis Enberg
Jeffrey R. Mistarz
John P. Mitola

Other Employees:

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EXHIBIT A

Trading programs established pursuant to Section 4 of the Specific Policies
section of the Companys Insider Trading Policy (each a Program) are limited
to the following two types:



| | (a) |  | A written Program which permits automatic trading of the Companys
common stock through a third party broker (an Automatic Trading
Program) established by a director, officer or employee of the Company
(a Program Eligible Person) at a time when the Program Eligible
Person is not aware of Material Nonpublic Information. The Automatic
Trading Program document must specify the number of shares to be
purchased or sold, the price(s) at which transactions are to take
place, and the date(s) on which transactions are to take place.
Alternatively, the Automatic Trading Program may establish an objective
formula for any or all of these criteria (e.g., the number of shares
could be specified as a percentage of the holdings of the Program
Eligible Person); or                                                                                                                                                                                                       
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | A Program where transactions in the Companys stock are initiated
by the trustee of a so-called blind trust, provided the Program is
established by a Program Eligible Person at a time when the Program
Eligible Person is not aware of Material Nonpublic Information. A
blind trust is a trust established by a Program Eligible Person under
which the investment and disposition decisions must be made by an
independent trustee without any involvement or even knowledge of the
Program Eligible Person. The trustee should be a recognized financial
institution possessing trust powers. Under this type of Program, the
Program Eligible Person cannot exert any influence over, or even
communicate with, the trustee regarding specific investments. If the
trustee becomes aware of Material Nonpublic Information regarding the
Company, whether from the Program Eligible Person or otherwise, the
trustee may not engage in a purchase or sale of the Companys
securities.

Additional Program Restrictions. All Programs shall also be subject to the
following restrictions:



| | (a) |  | The Program Eligible Person cannot engage in any separate
transaction (e.g., a hedging transaction) which directly or indirectly
alters or offsets an authorized transaction made under the Program.                                                                                                                                                                                                                                                              
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Any Program Eligible Person preparing such a Program must allow for
the cancellation of a transaction and/or suspension of a Program upon
notice and request by the Company to the extent the Program or any
proposed trade (i) fails to comply with applicable law (such as
exceeding the number of shares which the Program Eligible Person may
sell under Rule 144 in a rolling three month period), or (ii) would
create material adverse consequences for the

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| |     |  | Company (e.g., due to the imposition of lock-up agreements on the
Company officers).                                                                                                                                                                                                                                                                                                                                                                                    
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (c) |  | No Program may be established at a time when the Program Eligible
Person is aware of Material Nonpublic Information.                                                                                                                                                                                                                                                                                                                                                    
|
| | (d) |  | Once a Program is prepared, it cannot be changed or deviated from
(as opposed to the termination thereof), except (i) with notice to the
Companys outside counsel and (ii) at a time when the Program Eligible
Person is permitted to trade the Companys stock under this Policy
(i.e. during the Trading Window when the Program Eligible Person is not
aware of Material Nonpublic Information).                                                                    
|
| | (e) |  | All Programs must be entered into in good faith and not as part of
a plan or scheme to evade the prohibitions of the securities laws
(including, without limitation, Rule 10b5-1 promulgated under the
Securities Exchange Act of 1934, as amended). The Company may require
immediate termination of any Program that it determines was put in
place either (i) not in good faith or (ii) as part of a plan or scheme
to evade the prohibitions of the securities laws.

The key terms of the Company policy, set forth herein and in Section 4,
above, and Programs established pursuant to it (and trades made pursuant
thereto) may be disclosed to the public through a press release, by placement
on the Companys website or through other means to be determined by the Company
in its discretion. The Company shall not have any liability to any Program
Eligible Person as a result of the establishment of a Program, any Company
disclosure with respect thereto, or any cancellation of transactions and/or
suspension or termination of a Program as discussed above.

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