Prepared by MerrillDirect







Exhibit 10.3


TERM NOTE


 




	
  $500,000.00
  	
  March 22, 2001
  
	 
  	
  Chicago, Illinois
  






             FOR
VALUE RECEIVED, ELECTRIC CITY CORP., a Delaware corporation, and SWITCHBOARD
APPARATUS, INC., a Delaware corporation (individually a "Borrower"
and collectively, "Borrowers"), hereby, jointly and severally,
promise to pay, in immediately available funds, on March 22, 2004, or such
earlier maturity date as provided herein, to the order of AMERICAN NATIONAL
BANK AND TRUST COMPANY OF CHICAGO, a national banking association ("Bank"),
the principal sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) or
such lesser amount as may be outstanding from time to time hereunder (the
"Loan"), as follows:


Borrowers shall make
equal consecutive monthly principal installments of $8,333.33 plus monthly
payments all of accrued and unpaid interest. 
The first principal installment and interest payment shall be due on
April 1, 2001 and each principal installment and interest payment thereafter
shall be due on the first day of each succeeding month thereafter until March
1, 2004.  All outstanding principal and
all accrued and unpaid interest hereunder shall be due and payable on March 22,
2004, unless such maturity date is accelerated in accordance with terms hereof.



             Capitalized
terms not otherwise defined herein shall have the meaning ascribed to such
terms in that certain Loan Agreement of even date herewith by and among
Borrowers and Bank, as amended from time to time (the "Loan
Agreement").


             Interest
on the outstanding principal amount hereunder shall be computed on the basis of
the actual number of days elapsed on the basis of a year of 360 days at the
variable per annum rate equal to the Term Interest Rate from time to time in
effect.


             Any
nonpayment or late payment of any installment of principal and/or interest due
under this Note (no prior demand therefor being necessary) shall be subject to
a late charge, payable on demand of  5%
of the overdue amount.


             After
an Event of Default or the maturity of this Note, whether by acceleration or
otherwise, all past due principal and accrued and unpaid interest shall bear
interest at the per annum rate equal to 3% plus the interest rate in effect
immediately prior to the Event of Default or the maturity of this Note.





             All
amounts evidenced by this Note shall, at the option of the Bank, become
immediately due and payable upon the occurrence of any Event of Default
specified in the Loan Agreement.


             This
Note is secured by the Security Agreements and the other Loan Documents.  Reference is hereby made to the Security
Agreements and the other Loan Documents, which are incorporated herein by this
reference as fully and with the same effect as if set forth herein at length.


             Borrowers
shall be permitted to make prepayment of the indebtedness evidenced by this
Note, in whole or in part, at any time without penalty or premium.


             Borrowers
authorize the Bank, without giving notice and without affecting the liability
of Borrowers, to extend the time of, or assign payment of this Note in whole or
in part.


             Regardless
of the adequacy of any collateral given in connection with the indebtedness
evidenced hereby, Bank shall have the right to apply to the indebtedness
evidenced hereby any monies, cash, cash equivalents, securities, instruments,
or other assets of the undersigned held by or in the control of Bank.


             Borrowers
waive presentment, protest and notice of dishonor.


             No
delay on the part of the Bank in exercising any right under this Note, the Loan
Documents or other undertaking securing or affecting this Note, shall operate
as a waiver of such right or any other right under this Note, nor shall any
omission in exercising any right on the part of the Bank under this Note
operate as a waiver of any other right.


             Borrowers
promise and agree to pay all costs (including reasonable attorneys' and
paralegals' fees and expenses) incurred or paid by the Bank in enforcing this
Note.


             If
any provision of this Note is held to be void or unenforceable, such provision,
at the option of the Bank, shall be deemed omitted and this Note, with such
provision omitted, shall remain in full force and effect.


             BORROWERS
WAIVE ANY RIGHT TO TRIAL BY JURY ON ANY ACTION OR PROCEEDING TO ENFORCE OR
DEFEND ANY RIGHTS (I) UNDER THIS NOTE OR UNDER ANY OF THE LOAN DOCUMENTS OR ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT WHICH MAY BE DELIVERED IN THE
FUTURE IN CONNECTION WITH THE LOAN, OR (II) ARISING FROM THE TRANSACTIONS
CONTEMPLATED BY THIS NOTE, THE LOAN DOCUMENTS AND ANY BANKING RELATIONSHIP
BETWEEN BORROWERS AND BANK IN CONNECTION WITH THE LOAN, AND AGREE THAT ANY SUCH
ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.





             BORROWERS
IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR
RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS NOTE OR ANY OF THE LOAN
DOCUMENTS SHALL BE LITIGATED ONLY IN COURTS HAVING SITUS WITHIN THE CITY OF
CHICAGO, STATE OF ILLINOIS.  BORROWERS
HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL
COURT LOCATED WITHIN SAID CITY AND STATE. 
BORROWERS HEREBY WAIVE ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE VENUE
OF ANY SUCH ACTION OR PROCEEDING.


             Any
notice, demand, request or other communication which any party hereto may be
required or may desire to give hereunder shall be deemed to have been given if made
in accordance with the terms of the Loan Agreement.


             This
Note shall be governed by and construed in accordance with the laws of the
State of Illinois in all respects, including matters of construction, validity
and performance.


 


	 
  	 
  	 
  	 
  	 
  	 
  	
  ELECTRIC
  CITY CORP.,
  
	 
  	 
  	 
  	 
  	 
  	 
  	 
  	 
  
	 
  	 
  	 
  	 
  	 
  	 
  	
  By:
  	
  /s/
  Jeffrey Mistarz


  

  
	 
  	 
  	 
  	 
  	 
  	 
  	
  Its
  	
  Chief
  Financial Officer & Treasurer


  

  
	 
  	 
  	 
  	 
  	 
  	 
  	 
  	 
  
	 
  	 
  	 
  	 
  	 
  	 
  	 
  	 
  
	 
  	 
  	 
  	 
  	 
  	 
  	
  SWITCHBOARD
  APPARATUS, INC.
  
	 
  	 
  	 
  	 
  	 
  	 
  	 
  	 
  
	 
  	 
  	 
  	 
  	 
  	 
  	
  By:
  	
  /s/
  Jeffrey Mistarz


  

  
	 
  	 
  	 
  	 
  	 
  	 
  	
  Its
  	
  Treasurer