Prepared by MerrillDirect







EXHIBIT 10.2


REVOLVING NOTE


 




	
  $2,000,000.00
  	
  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,
2002, or such earlier maturity date as provided for herein, to the order of
AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a national banking
association ("Bank"), the principal sum of TWO MILLION AND 00/100
DOLLARS ($2,000,000.00) or such lesser amount as may be outstanding from time
to time hereunder (the "Loan"), as follows:


Borrowers shall make
monthly payments of all accrued and unpaid interest.  The first interest payment shall be due on April 1, 2001, and
each interest payment thereafter shall be due and payable on the last day of
each and every month thereafter until March 1, 2002.  All outstanding principal and all accrued and unpaid interest
hereunder shall be due and payable on March 22, 2002, unless the Loan 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 dated March 22, 2001, 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 Revolving Credit Interest Rate from time to time in
effect.


             To
the extent that the outstanding principal evidenced by this Note is less than
the lesser of (i) $2,000,000 and (ii) the Borrowing Base, Borrowers are in compliance
with all of the terms of the Loan Agreement and the Loan Documents and no Event
of Default has occurred or is continuing, Borrowers may, from time to time,
borrow, repay and reborrow additional amounts hereunder; provided, however,
that the outstanding principal amount hereunder shall not, at any time, exceed
the lesser of (i) $2,000,000, and (ii) the Borrowing Base.





             Any
nonpayment of any installment of principal and/or interest due under this Note
within five days of when it became due and payable (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
outstanding principal and accrued and unpaid interest shall bear interest at
the per annum rate determined by adding 3% to the Revolving Credit Interest
Rate from time to time in effect.


             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