<PAGE>


                                   EXHIBIT 4.4


                                (FORM OF WARRANT)


          THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
AND UNDER APPLICABLE STATE SECURITIES LAWS OR ELECTRIC CITY CORP. SHALL HAVE
RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED.


                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                               ELECTRIC CITY CORP.

                            Expires October 16, 2005


No.:     004                                          Number of Shares: 200,000
    --------------                                                      -------

Date of Issuance:  October 17, 2000

          FOR VALUE RECEIVED, subject to the provisions hereinafter set forth,
the undersigned, Electric City Corp., a Delaware corporation (together with its
successors and assigns, the "Issuer"), hereby certifies that Augustine Fund,
L.P. or its registered assigns is entitled to subscribe for and purchase, during
the period specified in this Warrant, up to 200,000 shares (subject to
adjustment as hereinafter provided) of the duly authorized, validly issued,
fully paid and non-assessable Common Stock of the Issuer, at an exercise price
per share equal to the Warrant Price then in effect, subject, however, to the
provisions and upon the terms and conditions hereinafter set forth. Capitalized
terms used in this Warrant and not otherwise defined herein shall have the
respective meanings specified in Section 7 hereof.

          1.   TERM. The right to subscribe for and purchase shares of Warrant
Stock represented hereby shall commence on the date of issuance of this Warrant
and shall expire at 5:00 p.m., Central Daylight time, on October 16, 2005 (such
period being the "Term").

          2.   METHOD OF EXERCISE PAYMENT: ISSUANCE OF NEW WARRANT: TRANSFER AND
EXCHANGE.

          (a)  TIME OF EXERCISE. The purchase rights represented by this Warrant
may be exercised in whole or in part at any time and from time to time during
the Term.


                                       -1-

<PAGE>


          (b)  METHOD OF EXERCISE. The Holder hereof may exercise this Warrant,
in whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of Warrant Stock with respect to which this Warrant is then being
exercised, payable at such Holder's election (i) by certified or official bank
check or (ii) only if the Company is in default of its obligations in the
Registration Rights Agreement of even date with respect to registering the
underlying shares of Warrant Stock by surrender to the Issuer for cancellation
of a portion of this Warrant representing that number of unissued shares of
Warrant Stock which is equal to the quotient obtained by dividing (A) the
product obtained by multiplying the Warrant Price by the number of shares of
Warrant Stock being purchased upon such exercise by (B) the difference obtained
by subtracting the Warrant Price from the Per Share Market Value as of the date
of such exercise, or (iii) by a combination of the foregoing methods of payment
selected by the Holder of this Warrant. In any case where the consideration
payable upon such exercise is being paid in whole or in part pursuant to the
provisions of clause (ii) of this subsection (b), such exercise shall be
accompanied by written notice from the Holder of this Warrant specifying the
manner of payment thereof and containing a calculation showing the number of
shares of Warrant Stock with respect to which rights are being surrendered
thereunder and the net number of shares to be issued after giving effect to such
surrender.

          (c)  ISSUANCE OF STOCK CERTIFICATES. In the event of any exercise of
the rights represented by this Warrant in accordance with and subject to the
terms and conditions hereof, (i) certificates for the shares of Warrant Stock so
purchased shall be dated the date of such exercise and delivered to the Holder
hereof within a reasonable time, not exceeding three Trading Days after such
exercise and receipt by the Issuer of the surrendered Warrant, and the Holder
hereof shall be deemed for all purposes to be the Holder of the shares of
Warrant Stock so purchased as of the date of such exercise, and (ii) unless this
Warrant has expired, a new Warrant representing the number of shares of Warrant
Stock, if any, with respect to which this Warrant shall not then have been
exercised (less any amount thereof which shall have been canceled in payment or
partial payment of the Warrant Price as hereinabove provided) shall also be
issued to the Holder hereof at the Issuer's expense within such time.

          (d)  TRANSFERABILITY OF WARRANT. Subject to Section 2(e) and except
for transfers to competitors of the Company or their affiliates, this Warrant
may be transferred by a Purchaser with the consent of the Company such consent
not to be unreasonably withheld; provided, that the number of Holders shall in
no event exceed three (3) without the Issuer's prior written consent. If
transferred pursuant to this paragraph and subject to the provisions of
subsection (e) of this Section 2, this Warrant may be transferred on the books
of the Issuer by the Holder hereof in person or by duly authorized attorney,
upon surrender of this Warrant at the principal office of the Issuer, properly
endorsed (by the Holder executing an assignment in the form attached hereto) and
upon payment of any necessary transfer tax or other governmental charge imposed
upon such transfer. This Warrant is exchangeable at the principal office of the
Issuer for Warrants for the purchase of the same aggregate number of shares of
Warrant Stock, each new Warrant to represent the right to purchase such number
of shares of Warrant Stock as the Holder hereof shall designate at the time of
such exchange. All Warrants issued on transfers or exchanges shall be


                                       -2-

<PAGE>


dated the Original Issue Date and shall be identical with this Warrant except as
to the number of shares of Warrant Stock issuable pursuant hereto.

          (e)  COMPLIANCE WITH SECURITIES LAWS.

               (i)   The Holder of this Warrant, by acceptance hereof,
          acknowledges that this Warrant or the shares of Warrant Stock to be
          issued upon exercise hereof are being acquired solely for the Holder's
          own account and not as a nominee for any other party, and for
          investment, and that the Holder will not offer, sell or otherwise
          dispose of this Warrant or any shares of Warrant Stock to be issued
          upon exercise hereof except pursuant to an effective registration
          statement, or an exemption from registration, under the Securities Act
          and any applicable state securities laws.

               (ii)  Except as provided in paragraph (iii) below, this Warrant
          and all certificates representing shares of Warrant Stock issued upon
          exercise hereof shall be stamped or imprinted with a legend in
          substantially the following form:

                  THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE
               UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE
               SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
               ACT"),  OR ANY  STATE  SECURITIES  LAWS  AND MAY NOT BE
               SOLD,  TRANSFERRED  OR  OTHERWISE  DISPOSED  OF  UNLESS
               REGISTERED   UNDER   THE   SECURITIES   ACT  AND  UNDER
               APPLICABLE  STATE  SECURITIES  LAWS OR THE ISSUER SHALL
               HAVE   RECEIVED   AN  OPINION  OF  ITS   COUNSEL   THAT
               REGISTRATION  OF SUCH  SECURITIES  UNDER THE SECURITIES
               ACT  AND  UNDER  THE  PROVISIONS  OF  APPLICABLE  STATE
               SECURITIES LAWS IS NOT REQUIRED.

               (iii) The restrictions imposed by this subsection (e) upon the
          transfer of this Warrant or the shares of Warrant Stock to be
          purchased upon exercise hereof shall terminate (A) when such
          securities shall have been resold pursuant to being effectively
          registered under the Securities Act, (B) upon the Issuer's receipt of
          an opinion of counsel, in form and substance reasonably satisfactory
          to the Issuer, addressed to the Issuer to the effect that such
          restrictions are no longer required to ensure compliance with the
          Securities Act and state securities laws or (C) upon the Issuer's
          receipt of other evidence reasonably satisfactory to the Issuer that
          such registration and qualification under state securities laws is not
          required. Whenever such restrictions shall cease and terminate as to
          any such securities, the Holder thereof shall be entitled to receive
          from the Issuer (or its transfer agent and registrar), without expense
          (other than applicable transfer taxes, if any), new Warrants (or, in
          the case of shares of Warrant Stock, new stock certificates) of like
          tenor not bearing the applicable legend required by paragraph (ii)
          above relating to the Securities Act and state securities laws.


                                       -3-

<PAGE>


          (f)  CONTINUING RIGHTS OF HOLDER. The Issuer will, at the time of or
at any time after each exercise of this Warrant, upon the request of the Holder
hereof, acknowledge in writing the extent, if any, of its continuing obligation
to afford to such Holder all rights to which such Holder shall continue to be
entitled after such exercise in accordance with the terms of this Warrant,
PROVIDED that if any such Holder shall fail to make any such request, the
failure shall not affect the continuing obligation of the Issuer to afford such
rights to such Holder.

          3.   STOCK FULLY PAID: RESERVATION AND LISTING OF SHARES: COVENANTS.

          (a)  STOCK FULLY PAID. The Issuer represents, warrants, covenants and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise hereunder will, upon issuance, be duly authorized,
validly issued, fully paid and non-assessable and free from all taxes, liens and
charges created by or through Issuer. The Issuer further covenants and agrees
that during the period within which this Warrant may be exercised, the Issuer
will at all times have authorized and reserved for the purpose of the issue upon
exercise of this Warrant a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.

          (b)  RESERVATION. If any shares of Common Stock required to be
reserved for issuance upon exercise of this Warrant or as otherwise provided
hereunder require registration or qualification with any Governmental Authority
under any federal or state law before such shares may be so issued, the Issuer
will in good faith use its best efforts as expeditiously as possible at its
expense to cause such shares to be duly registered or qualified. If the Issuer
shall list any shares of Common Stock on any securities exchange or market it
will, at its expense, list thereon, maintain and increase when necessary such
listing, of, all shares of Warrant Stock from time to time issued upon exercise
of this Warrant or as otherwise provided hereunder, and, to the extent
permissible under the applicable securities exchange rules, all unissued shares
of Warrant Stock which are at any time issuable hereunder, so long as any shares
of Common Stock shall be so listed. The Issuer will also so list on each
securities exchange or market, and will maintain such listing of, any other
securities which the Holder of this Warrant shall be entitled to receive upon
the exercise of this Warrant if at the time any securities of the same class
shall be listed on such securities exchange or market by the Issuer.

          (c)  COVENANTS. The Issuer shall not by any action including, without
limitation, amending the Certificate of Incorporation or the by-laws of the
Issuer, or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other action,
intentionally avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of the Holder hereof against
dilution (to the extent specifically provided herein) or impairment. Without
limiting the generality of the foregoing, the Issuer will (i) not permit the par
value, if any, of its Common Stock to exceed the then effective Warrant Price,
(ii) not amend or modify any provision of the Certificate of Incorporation or
by-laws of the Issuer in any manner that would adversely affect in any way the
powers, preferences or relative participating, optional or other special rights
of the Common Stock or which would materially adversely affect the rights of the
Holders of the Warrants, provided, however, that issuing new series of preferred
stock or additional shares of existing series of preferred stock shall not be
deemed a violation hereof, (iii)


                                       -4-

<PAGE>


take all such action as may be reasonably necessary in order that the Issuer may
validly and legally issue fully paid and nonassessable shares of Common Stock,
free and clear of any liens, claims, encumbrances and restrictions (other than
as provided herein) upon the exercise of this Warrant, and (iv) use its best
efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be reasonably
necessary to enable the Issuer to perform its obligations under this Warrant.

          (d)  LOSS, THEFT, DESTRUCTION OF WARRANTS. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

          (e)  RIGHTS AND OBLIGATIONS UNDER THE REGISTRATION RIGHTS AGREEMENT.
The shares of Warrant Stock are entitled to the benefits and subject to the
terms of the Registration Rights Agreement dated as of even date herewith
between the Issuer and the Holders listed on the signature pages thereof (as
amended from time to time, the "Registration Rights Agreement"). The Issuer
shall keep or cause to be kept a copy of the Registration Rights Agreement, and
any amendments thereto, at its chief executive office and shall furnish, without
charge, copies thereof to the Holder upon request.

          4.   ADJUSTMENT OF WARRANT PRICE AND WARRANT SHARE NUMBER. The number
and kind of Securities purchasable upon the exercise of this Warrant and the
Warrant Price shall be subject to adjustment from time to time upon the
happening of certain events as follows:

          (a)  RECAPITALIZATION, REORGANIZATION, RECLASSIFICATION,
CONSOLIDATION, MERGER OR SALE.

          (i)  In case the Issuer after the Original Issue Date shall do any of
the following (each, a "Triggering Event"): (a) consolidate with or merge into
any other Person and the Issuer shall not be the continuing or surviving
corporation of such consolidation or merger, or (b) transfer all or
substantially all of its properties or assets to any other Person, or (c) effect
a capital reorganization or reclassification of its Capital Stock, then, and in
the case of each such Triggering Event, proper provision shall be made so that,
upon the basis and the terms and in the manner provided in this Warrant, the
Holder of this Warrant shall be entitled (x) upon the exercise hereof at any
time after the consummation of such Triggering Event, to the extent this Warrant
is not exercised prior to such Triggering Event, to receive at the Warrant Price
in effect at the time immediately prior to the consummation of such Triggering
Event in lieu of the Common Stock issuable upon such exercise of this Warrant
prior to such Triggering Event, the Securities, cash and property to which such
Holder would have been entitled upon the consummation of such Triggering Event
if such Holder had exercised the rights represented by this Warrant immediately
prior thereto, subject to adjustments (subsequent to such corporate action) as
nearly equivalent as possible to the adjustments provided for in Section 4
hereof or (y) to sell this Warrant (or, at such Holder's election, a portion
hereof) concurrently with the Triggering Event to the Person continuing after or
surviving such Triggering Event, or to the Issuer (if Issuer is the continuing
or surviving Person) at a sales price equal to the amount of


                                       -5-

<PAGE>


cash, property and/or Securities to which a holder of the number of shares of
Common Stock which would otherwise have been delivered upon the exercise of this
Warrant would have been entitled upon the effective date or closing of any such
Triggering Event (the "Event Consideration"), less the amount or portion of such
Event Consideration having a fair value equal to the aggregate Warrant Price
applicable to this Warrant or the portion hereof so sold.

          (ii)  Notwithstanding anything contained in this Warrant to the
contrary, the Issuer will not effect any Triggering Event unless, prior to the
consummation thereof, each Person (other than the Issuer) which may be required
to deliver any Securities, cash or property upon the exercise of this Warrant as
provided herein shall assume, by written instrument delivered to, and reasonably
satisfactory to, the Holder of this Warrant, (A) the obligations of the Issuer
under this Warrant (and if the Issuer shall survive the consummation of such
Triggering Event, such assumption shall be in addition to, and shall not release
the Issuer from, any continuing obligations of the Issuer under this Warrant)
and (B) the obligation to deliver to such Holder such shares of Securities, cash
or property as, in accordance with the foregoing provisions of this subsection
(a), such Holder shall be entitled to receive, and such Person shall have
similarly delivered to such Holder an opinion of counsel for such Person, which
counsel shall be reasonably satisfactory to such Holder, stating that this
Warrant shall thereafter continue in full force and effect and the terms hereof
(including, without limitation, all of the provisions of this subsection (a))
shall be applicable to the Securities, cash or property which such Person may be
required to deliver upon any exercise of this Warrant or the exercise of any
rights pursuant hereto.

          (iii) If with respect to any Triggering Event, the Holder of this
Warrant has exercised its right as provided in clause (y) of subparagraph (i) of
this subsection (a) to sell this Warrant or a portion thereof, the Issuer agrees
that as a condition to the consummation of any such Triggering Event the Issuer
shall secure such right of Holder to sell this Warrant to the Person continuing
after or surviving such Triggering Event and the Issuer shall not effect any
such Triggering Event unless upon or prior to the consummation thereof the
amounts of cash, property and/or Securities required under such clause (y) are
delivered to the Holder of this Warrant. The obligation of the Issuer to secure
such right of the Holder to sell this Warrant shall be subject to such Holder's
cooperation with the Issuer, including, without limitation, the giving of
customary representations and warranties to the purchaser in connection with any
such sale. Prior notice of any Triggering Event shall be given to the Holder of
this Warrant in accordance with Section 11 hereof.

          (b)  SUBDIVISION OR COMBINATION OF SHARES. If the Issuer, at any time
while this Warrant is outstanding, shall subdivide or combine any shares of
Common Stock, (i) in case of subdivision of shares, the Warrant Price shall be
proportionately reduced (as at the effective date of such subdivision or, if the
Issuer shall take a record of Holders of its Common Stock for the purpose of so
subdividing, as at the applicable record date, whichever is earlier) to reflect
the increase in the total number of shares of Common Stock outstanding as a
result of such subdivision, or (ii) in the case of a combination of shares, the
Warrant Price shall be proportionately increased (as at the effective date of
such combination or, if the Issuer shall take a record of Holders of its Common
Stock for the purpose of so combining, as at the applicable


                                       -6-

<PAGE>


record date, whichever is earlier) to reflect the reduction in the total number
of shares of Common Stock outstanding as a result of such combination.

          (c)  CERTAIN DIVIDENDS AND DISTRIBUTIONS. If the Issuer, at any time
while this Warrant is outstanding, shall:

               (i)   STOCK DIVIDENDS. Pay a dividend in, or make any other
          distribution to its stockholders (without consideration therefor) of,
          shares of Common Stock, the Warrant Price shall be adjusted, as at the
          date the Issuer shall take a record of the Holders of the Issuer's
          Capital Stock for the purpose of receiving such dividend or other
          distribution (or if no such record is taken, as at the date of such
          payment or other distribution), to that price determined by
          multiplying the Warrant Price in effect immediately prior to such
          record date (or if no such record is taken, then immediately prior to
          such payment or other distribution), by a fraction (1) the numerator
          of which shall be the total number of shares of Common Stock
          outstanding immediately prior to such dividend or distribution, and
          (2) the denominator of which shall be the total number of shares of
          Common Stock outstanding immediately after such dividend or
          distribution (plus in the event that the Issuer paid cash for
          fractional shares, the number of additional shares which would have
          been outstanding had the Issuer issued fractional shares in connection
          with said dividends); or

               (ii)  OTHER DIVIDENDS. Pay a dividend on, or make any
          distribution of its assets upon or with respect to (including, but not
          limited to, a distribution of its property as a dividend in
          liquidation or partial liquidation or by way of return of capital),
          the Common Stock (other than as described in clause (i) of this
          subsection (c)), or in the event that the Company shall offer options
          or rights to subscribe for shares of Common Stock, or issue any Common
          Stock Equivalents, to all of its holders of Common Stock, then on the
          record date for such payment, distribution or offer or, in the absence
          of a record date, on the date of such payment, distribution or offer,
          the Holder shall receive what the Holder would have received had it
          exercised this Warrant in full immediately prior to the record date of
          such payment, distribution or offer or, in the absence of a record
          date, immediately prior to the date of such payment, distribution or
          offer.

          (d)  ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK. If the Issuer, at
any time while this Warrant is outstanding, shall issue any Additional Shares of
Common Stock (otherwise than in connection with the investment in the Company by
CIT Corporation or merger or acquisition, as provided in the foregoing
subsections (a) through (c) of this Section 4), at a price per share less than
the Warrant Price then in effect or less than the Per Share Market Value then in
effect or without consideration, then the Warrant Price upon each such issuance
shall be adjusted to that price (rounded to the nearest cent) determined by
multiplying the Warrant Price then in effect by a fraction:

               (i)   the numerator of which shall be equal to the sum of (A)
          the number of shares of Common Stock outstanding immediately prior to
          the issuance of such Additional Shares of Common Stock PLUS (B) the
          number of shares of Common Stock (rounded to the nearest whole share)
          which the aggregate consideration for the total number of such
          Additional Shares of Common Stock so issued would purchase at a price


                                       -7-

<PAGE>


          per share equal to the greater of the Per Share Market Value then in
          effect and the Warrant Price then in effect, and

               (ii)  the denominator of which shall be equal to the number of
          shares of Common Stock outstanding immediately after the issuance of
          such Additional Shares of Common Stock.

          The provisions of this subsection (d) shall not apply under any of the
circumstances for which an adjustment is provided in subsections (a), (b) or (c)
of this Section 4. No adjustment of the Warrant Price shall be made under this
subsection (d) upon the issuance of any Additional Shares of Common Stock which
are issued pursuant to any Common Stock Equivalent if upon the issuance of such
Common Stock Equivalent (x) any adjustment shall have been made pursuant to
subsection (e) of this Section 4 or (y) no adjustment was required pursuant to
subsection (e) of this Section 4. No adjustment of the Warrant Price shall be
made under this subsection (d) in an amount less than $0.05 per share, but any
such lesser adjustment shall be carried forward and shall be made at the time
and together with the next subsequent adjustment, if any, which together with
any adjustments so carried forward shall amount to $0.05 per share or more,
provided that upon any adjustment of the Warrant Price as a result of any
dividend or distribution payable in Common Stock or Convertible Securities or
the reclassification, subdivision or combination of Common Stock into a greater
or smaller number of shares, the foregoing figure of $0.05 per share (or such
figure as last adjusted) shall be adjusted (to the nearest one-half cent) in
proportion to the adjustment in the Warrant Price.

          (e)  ISSUANCE OF COMMON STOCK EQUIVALENTS. If the Issuer, at any time
while this Warrant is outstanding, shall issue any Common Stock Equivalent
(except in connection with the investment in the Company by CIT Corporation or
merger or acquisition, Common Stock Equivalents currently outstanding or issued
pursuant to contractual arrangements in existence as of the date of this
Warrant) or to consultants, service providers or employees and the price per
share for which Additional Shares of Common Stock may be issuable thereafter
pursuant to such Common Stock Equivalent shall be less than the Warrant Price
then in effect or less than the Per Share Market Value then in effect, or if,
after any such issuance of Common Stock Equivalents, the price per share for
which Additional Shares of Common Stock may be issuable thereafter is amended or
adjusted, and such price as so amended shall be less than the Warrant Price or
less than the Per Share Market Value in effect at the time of such amendment,
then the Warrant Price upon each such issuance or amendment shall be adjusted as
provided in the first sentence of subsection (d) of this Section 4 on the basis
that (1) the maximum number of Additional Shares of Common Stock issuable
pursuant to all such Common Stock Equivalents shall be deemed to have been
issued (whether or not such Common Stock Equivalents are actually then
exercisable, convertible or exchangeable in whole or in part) as of the earlier
of (a) the date on which the Issuer shall enter into a firm contract for the
issuance of such Common Stock Equivalent, or (b) the date of actual issuance of
such Common Stock Equivalent, and (2) the aggregate consideration for such
maximum number of Additional Shares of Common Stock shall be deemed to be the
minimum consideration received or receivable by the Issuer for the issuance of
such Additional Shares of Common Stock pursuant to such Common Stock Equivalent.
No adjustment of the Warrant Price shall be made under this subsection (e) upon
the issuance of any Convertible Security which is issued pursuant to the
exercise of any warrants or other


                                       -8-

<PAGE>


subscription or purchase rights therefor, if any adjustment shall previously
have been made in the Warrant Price then in effect upon the issuance of such
warrants or other rights pursuant to this subsection (e). If no adjustment is
required under this subsection (e) upon issuance of any Common Stock Equivalent
or once an adjustment is made under this subsection (e) based upon the Per Share
Market Value in effect on the date of such adjustment, no further adjustment
shall be made under this subsection (e) based solely upon a change in the Per
Share Market Value after such date.

          (f)  PURCHASE OF COMMON STOCK BY THE ISSUER. If the Issuer at any time
while this Warrant is outstanding shall, directly or indirectly through a
Subsidiary or otherwise, purchase, redeem or otherwise acquire any shares of
Common Stock at a price per share greater than the Per Share Market Value then
in effect, then the Warrant Price upon each such purchase, redemption or
acquisition shall be adjusted to that price determined by multiplying such
Warrant Price by a fraction (i) the numerator of which shall be the number of
shares of Common Stock outstanding immediately prior to such purchase,
redemption or acquisition minus the number of shares of Common Stock which the
aggregate consideration for the total number of such shares of Common Stock so
purchased, redeemed or acquired would purchase at the Per Share Market Value;
and (ii) the denominator of which shall be the number of shares of Common Stock
outstanding immediately after such purchase, redemption or acquisition. For the
purposes of this subsection (f), the date as of which the Per Share Market Value
shall be computed shall be the earlier of (x) the date on which the Issuer shall
enter into a firm contract for the purchase, redemption or acquisition of such
Common Stock, or (y) the date of actual purchase, redemption or acquisition of
such Common Stock. For the purposes of this subsection (f), a purchase,
redemption or acquisition of a Common Stock Equivalent shall be deemed to be a
purchase of the underlying Common Stock, and the computation herein required
shall be made on the basis of the full exercise, conversion or exchange of such
Common Stock Equivalent on the date as of which such computation is required
hereby to be made, whether or not such Common Stock Equivalent is actually
exercisable, convertible or exchangeable on such date. Notwithstanding anything
in this Section to the contrary, no adjustment shall be made in the event the
Issuer redeems or attempts to redeem Series B Preferred Shares (as defined in
the Purchase Agreement) and the warrants accompanying the Series B Preferred
Shares.

          (g)  OTHER PROVISIONS APPLICABLE TO ADJUSTMENTS UNDER THIS SECTION 4.
The following provisions shall be applicable to the making of adjustments in the
Warrant Price hereinbefore provided in Section 4:

               (i)   COMPUTATION OF CONSIDERATION. The consideration received
          by the Issuer shall be deemed to be the following: to the extent that
          any Additional Shares of Common Stock or any Common Stock Equivalents
          shall be issued for a cash consideration, the consideration received
          by the Issuer therefor, or if such Additional Shares of Common Stock
          or Common Stock Equivalents are offered by the Issuer for
          subscription, the subscription price, or, if such Additional Shares of
          Common Stock or Common Stock Equivalents are sold to underwriters or
          dealers for public offering without a subscription offering, the
          public offering price, in any such case excluding any amounts paid or
          receivable for accrued interest or accrued dividends and without
          deduction of any compensation, discounts, commissions, or expenses
          paid or incurred by the Issuer for or


                                       -9-

<PAGE>


          in connection with the underwriting thereof or otherwise in connection
          with the issue thereof; to the extent that such issuance shall be for
          a consideration other than cash, then, except as herein otherwise
          expressly provided, the fair market value of such consideration at the
          time of such issuance as determined in good faith by the Board. The
          consideration for any Additional Shares of Common Stock issuable
          pursuant to any Common Stock Equivalents shall be the consideration
          received by the Issuer for issuing such Common Stock Equivalents, plus
          the additional consideration payable to the Issuer upon the exercise,
          conversion or exchange of such Common Stock Equivalents. In case of
          the issuance at any time of any Additional Shares of Common Stock or
          Common Stock Equivalents in payment or satisfaction of any dividend
          upon any class of Capital Stock of the Issuer other than Common Stock,
          the Issuer shall be deemed to have received for such Additional Shares
          of Common Stock or Common Stock Equivalents a consideration equal to
          the amount of such dividend so paid or satisfied. In any case in which
          the consideration to be received or paid shall be other than cash, the
          Board shall notify the Holder of this Warrant of its determination of
          the fair market value of such consideration prior to payment or
          accepting receipt thereof. If, within thirty days after receipt of
          said notice, the Majority Holders shall notify the Board in writing of
          their objection to such determination, a determination of the fair
          market value of such consideration shall be made by an Independent
          Appraiser selected by the Board with the approval of the Majority
          Holders (which approval shall not be unreasonably withheld), whose
          fees and expenses shall be paid by the Majority Holders.

               (ii)  READJUSTMENT OF WARRANT PRICE. Upon the expiration or
          termination of the right to convert, exchange or exercise any Common
          Stock Equivalent the issuance of which effected an adjustment in the
          Warrant Price, if such Common Stock Equivalent shall not have been
          converted, exercised or exchanged in its entirety, the number of
          shares of Common Stock deemed to be issued and outstanding by reason
          of the fact that they were issuable upon conversion, exchange or
          exercise of any such Common Stock Equivalent shall no longer be
          computed as set forth above, and the Warrant Price shall forthwith be
          readjusted and thereafter be the price which it would have been (but
          reflecting any other adjustments in the Warrant Price made pursuant to
          the provisions of this Section 4 after the issuance of such Common
          Stock Equivalent) had the adjustment of the Warrant Price been made in
          accordance with the issuance or sale of the number of Additional
          Shares of Common Stock actually issued upon conversion, exchange or
          issuance of such Common Stock Equivalent and thereupon only the number
          of Additional Shares of Common Stock actually so issued shall be
          deemed to have been issued and only the consideration actually
          received by the Issuer (computed as in clause (i) of this subsection
          (g)) shall be deemed to have been received by the Issuer.

               (iii) OUTSTANDING COMMON STOCK. The number of shares of Common
          Stock at any time outstanding shall (A) not include any shares thereof
          then directly or indirectly owned or held by or for the account of the
          Issuer or any of its Subsidiaries, and (B) be deemed to include all
          shares of Common Stock then issuable upon conversion, exercise or
          exchange of any then outstanding Common Stock Equivalents or any other
          evidences of Indebtedness, shares of Capital Stock (including, without
          limitation, the Preferred


                                       -10-

<PAGE>


          Stock) or other Securities which are or may be at any time convertible
          into or exchangeable for shares of Common Stock or Other Common Stock.

          (h)  OTHER ACTION AFFECTING COMMON STOCK. In case after the Original
Issue Date the Issuer shall take any action affecting its Common Stock, other
than an action described in any of the foregoing subsections (a) through (g) of
this Section 4, inclusive, and the failure to make any adjustment would not
fairly protect the purchase rights represented by this Warrant in accordance
with the essential intent and principle of this Section 4, then the Warrant
Price shall be adjusted in such manner and at such time as the Board may in good
faith determine to be equitable in the circumstances.

          (i)  ADJUSTMENT OF WARRANT SHARE NUMBER. Upon each adjustment in the
Warrant Price pursuant to any of the foregoing provisions of this Section 4, the
Warrant Share Number shall be adjusted, to the nearest whole share, to the
product obtained by multiplying the Warrant Share Number immediately prior to
such adjustment in the Warrant Price by a fraction, the numerator of which shall
be the Warrant Price immediately before giving effect to such adjustment and the
denominator of which shall be the Warrant Price immediately after giving effect
to such adjustment. If the Issuer shall be in default under any provision
contained in Section 3 of this Warrant so that shares issued at the Warrant
Price adjusted in accordance with this Section 4 would not be validly issued,
the adjustment of the Warrant Share Number provided for in the foregoing
sentence shall nonetheless be made and the Holder of this Warrant shall be
entitled to purchase such greater number of shares at the lowest price at which
such shares may then be validly issued under applicable law. Such exercise shall
not constitute a waiver of any claim arising against the Issuer by reason of its
default under Section 3 of this Warrant.

          (j)  FORM OF WARRANT AFTER ADJUSTMENTS. The form of this Warrant need
not be changed because of any adjustments in the Warrant Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

          5.   NOTICE OF ADJUSTMENTS. Whenever the Warrant Price or Warrant
Share Number shall be adjusted pursuant to Section 4 hereof (for purposes of
this Section 5, each an "adjustment"), the Issuer shall cause its Chief
Financial Officer to prepare and execute a certificate setting forth, in
reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated (including a
description of the basis on which the Board made any determination hereunder),
and the Warrant Price and Warrant Share Number after giving effect to such
adjustment, and shall cause copies of such certificate to be delivered to the
Holder of this Warrant promptly after each adjustment. Any dispute between the
Issuer and the Holder of this Warrant with respect to the matters set forth in
such certificate may at the option of the Holder of this Warrant be submitted to
one of the national accounting firms currently known as the "big five" selected
by the Holder, PROVIDED that the Issuer shall have ten days after receipt of
notice from such Holder of its selection of such firm to object thereto, in
which case such Holder shall select another such firm and the Issuer shall have
no such right of objection. The firm selected by the Holder of this Warrant as
provided in the preceding sentence shall be instructed to deliver a written
opinion as to such matters to the Issuer and such Holder within thirty days
after submission to it of such dispute. Such opinion shall be final and binding
on the parties hereto. The fees and expenses of such accounting firm shall be
paid by the Issuer.


                                       -11-

<PAGE>


          6.   FRACTIONAL SHARES. No fractional shares of Warrant Stock will be
issued in connection with and exercise hereof; rather the number of shares of
Warrant Stock shall be rounded up or down to the nearest whole share.

          7.   DEFINITIONS. For the purposes of this Warrant, the following
terms have the following meanings:

               "Additional Shares of Common Stock" means all shares of Common
          Stock issued by the Issuer after the Original Issue Date, and all
          shares of Other Common, if any, issued by the Issuer after the
          Original Issue Date, except any shares of Common Stock or Common Stock
          Equivalents presently outstanding, any shares of Common Stock issued
          upon the exercise of any existing or future stock options or grants
          issued to any directors, officers, employees or consultants of the
          Issuer under any employee incentive stock option and/or any stock
          option plan approved by the Board, the Warrant Stock and the Preferred
          Shares.

               "Board" shall mean the Board of Directors of the Issuer.

               "Capital Stock" means and includes (i) any and all shares,
          interests, participations or other equivalents of or interests in
          (however designated) corporate stock, including, without limitation,
          shares of preferred or preference stock, (ii) all partnership
          interests (whether general or limited) in any Person which is a
          partnership, (iii) all membership interests or limited liability
          company interests in any limited liability company, and (iv) all
          equity or ownership interests in any Person of any other type.

               "Certificate of Incorporation" means the Certificate of
          Incorporation of the Issuer as in effect on the Original Issue Date,
          and as hereafter from time to time amended, modified, supplemented or
          restated in accordance with the terms hereof and thereof and pursuant
          to applicable law.

               "Common Stock" means the Common Stock, $0.0001 par value, of
          the Issuer and any other Capital Stock into which such stock may
          hereafter be changed.

               "Common Stock Equivalent" means any Convertible Security or
          warrant, option or other right to subscribe for or purchase any
          Additional Shares of Common Stock or any Convertible Security.

               "Convertible Securities" means evidences of Indebtedness,
          shares of Capital Stock or other Securities that are or may be at any
          time convertible into or exchangeable for Additional Shares of Common
          Stock. The term "Convertible Security" means one of the Convertible
          Securities.

               "Governmental Authority" means any governmental, regulatory or
          self-regulatory entity, department, body, official, authority,
          commission, board, agency or instrumentality, whether federal, state
          or local, and whether domestic or foreign.


                                       -12-

<PAGE>


               "Holders" mean the Persons who shall from time to time own any
          Warrant. The term "Holder" means one of the Holders.

               "Independent Appraiser" means a nationally recognized or major
          regional investment banking firm or firm of independent certified
          public accountants of recognized standing (which may be the firm that
          regularly examines the financial statements of the Issuer) that is
          regularly engaged in the business of appraising the Capital Stock or
          assets of corporations or other entities as going concerns, and which
          is not affiliated with either the Issuer or the Holder of any Warrant.

               "Issuer" means Electric City Corp., a Delaware corporation, and
          its successors.

               "Majority Holders" means at any time the Holders of Warrants
          exercisable for a majority of the shares of Warrant Stock issuable
          under the Warrants at the time outstanding.

               "Original Issue Date" means the date first written at the top of
          this Warrant.

               "Other Common" means any other Capital Stock of the Issuer of any
          class which shall be authorized at any time after the date of this
          Warrant (other than Common Stock) and which shall have the right to
          participate in the distribution of earnings and assets of the Issuer
          without limitation as to amount.

               "OTC Bulletin Board" means the over-the-counter electronic
          bulletin board.

               "Person" means an individual, corporation, limited liability
          company, partnership, joint stock company, trust, unincorporated
          organization, joint venture, Governmental Authority or other entity of
          whatever nature.

               "Per Share Market Value" means on any particular date (a) the
          closing bid price per share of the Common Stock on such date on the
          OTC Bulletin Board or other registered national stock exchange on
          which the Common Stock is then listed or if there is no such price on
          such date, then the closing bid price on such exchange or quotation
          system on the date nearest preceding such date, or (b) if the Common
          Stock is not listed then on the OTC Bulletin Board or any registered
          national stock exchange, the closing bid price for a share of Common
          Stock in the over-the-counter market, as reported by the OTC Bulletin
          Board or in the National Quotation Bureau Incorporated or similar
          organization or agency succeeding to its functions of reporting
          prices) at the close of business on such date, or (c) if the Common
          Stock is not then reported by the OTC Bulletin Board or the National
          Quotation Bureau Incorporated (or similar organization or agency
          succeeding to its functions of reporting prices), then the average of
          the "Pink Sheet" quotes for the relevant conversion period, as
          determined in good faith by the holder, or (d) if the Common Stock is
          not then publicly traded the fair market value of a share of Common
          Stock as negotiated in good faith by the Majority Holders and the
          Issuer, and if such negotiations are not successful within fourteen
          (14) days, as


                                       -13-

<PAGE>


          determined by an Independent Appraiser selected in good faith by the
          Majority Holders; PROVIDED, HOWEVER, that the Issuer, after receipt of
          the determination by such Independent Appraiser, shall have the right
          to select an additional Independent Appraiser, in which case, the fair
          market value shall be equal to the average of the determinations by
          each such Independent Appraiser; and PROVIDED, FURTHER that all
          determinations of the Per Share Market Value shall be appropriately
          adjusted for any stock dividends, stock splits or other similar
          transactions during such period. The determination of fair market
          value by an Independent Appraiser shall be based upon the fair market
          value of the Issuer determined on a going concern basis as between a
          willing buyer and a willing seller and taking into account all
          relevant factors determinative of value, and shall be final and
          binding on all parties. In determining the fair market value of any
          shares of Common Stock, no consideration shall be given to any
          restrictions on transfer of the Common Stock imposed by agreement or
          by federal or state securities laws, or to the existence or absence
          of, or any limitations on, voting rights.

               "Preferred Shares" means Common Stock issuable upon the
          conversion of any Preferred Stock.

               "Preferred Stock" means the Series B Convertible Preferred Stock
          issued and sold pursuant to the Purchase Agreement.

               "Purchase Agreement" means the Series B Convertible Preferred
          Stock Purchase Agreement between the Issuer and the purchaser thereto.

               "Registration Rights Agreement" has the meaning specified in
          Section 3(e) hereof.

               "Securities" means any debt or equity securities of the Issuer,
          whether now or hereafter authorized, any instrument convertible into
          or exchangeable for Securities or a Security, and any option, warrant
          or other right to purchase or acquire any Security. "Security" means
          one of the Securities.

               "Securities Act" means the Securities Act of 1933, as amended, or
          any similar federal statute then in effect.

               "Subsidiary" means any corporation at least 50% of whose
          outstanding Voting Stock shall at the time be owned directly or
          indirectly by the Issuer or by one or more of its Subsidiaries, or by
          the Issuer and one or more of its Subsidiaries.

               "Trading Day" means (a) a day on which the Common Stock is traded
          on the over the counter market as reported by the OTC Bulletin Board,
          or (b) if the Common Stock is not listed on the OTC Bulletin Board, a
          day on which the Common Stock is traded on any other registered
          national stock exchange, or (c) if the Common Stock is not quoted on
          the OTC Bulletin Board, a day on which the Common Stock is quoted in
          the over-the-counter market as reported by the National Quotation
          Bureau Incorporated (or any similar organization or agency succeeding
          its functions of reporting prices); PROVIDED, HOWEVER, that in the
          event that the Common Stock is not listed or quoted as set forth in
          (a), (b) and


                                       -14-

<PAGE>


          (c) hereof, then Trading Day shall mean any day except Saturday,
          Sunday and any day which shall be a legal holiday or a day on which
          banking institutions in the State of Illinois are authorized or
          required by law or other government action to close.

               "Term" has the meaning specified in Section 1 hereof.

               "Voting Stock", as applied to the Capital Stock of any
          corporation, means Capital Stock of any class or classes (however
          designated) having ordinary voting power for the election of a
          majority of the members of the Board of Directors (or other governing
          body) of such corporation, other than Capital Stock having such power
          only by reason of the happening of a contingency.

               "Warrants" means the Warrants issued and sold pursuant to the
          Purchase Agreement, including, without limitation, this Warrant, and
          any other warrants of like tenor issued in substitution or exchange
          for any thereof pursuant to the provisions of Section 2(c), 2(d) or
          2(e) hereof or of any of such other Warrants.

               "Warrant Price" means initially 120% of the lowest closing bid
          price of the Common Stock for the five (5) trading days immediately
          preceding the Closing Date (as such term is defined in the Purchase
          Agreement), as such price may be adjusted from time to time as shall
          result from the adjustments specified in Section 4 hereof.

               "Warrant Share Number" means at any time the aggregate number of
          shares of Warrant Stock which may at such time be purchased upon
          exercise of this Warrant, after giving effect to all prior adjustments
          and increases to such number made or required to be made under the
          terms hereof.

               "Warrant Stock" means Common Stock issuable upon exercise of any
          Warrant or Warrants.

          8.   OTHER NOTICES. In case at any time:

                              (A)  the Issuer shall make any distributions to
                                   the holders of Common Stock; or

                              (B)  the Issuer shall authorize the granting to
                                   all holders of its Common Stock of rights to
                                   subscribe for or purchase any shares of
                                   Capital Stock of any class or of any Common
                                   Stock Equivalents or Convertible Securities
                                   or other rights; or

                              (C)  there shall be any reclassification of the
                                   Capital Stock of the Issuer; or

                              (D)  there shall be any capital reorganization by
                                   the Issuer; or


                                       -15-

<PAGE>


                              (E)  there shall be any (i) consolidation or
                                   merger involving the Issuer or (ii) sale,
                                   transfer or other disposition of all or
                                   substantially all of the Issuer's property,
                                   assets or business (except a merger or other
                                   reorganization in which the Issuer shall be
                                   the surviving corporation and its shares of
                                   Capital Stock shall continue to be
                                   outstanding and unchanged and except a
                                   consolidation, merger, sale, transfer or
                                   other disposition involving a wholly-owned
                                   Subsidiary); or

                              (F)  there shall be a voluntary or involuntary
                                   dissolution, liquidation or winding-up of the
                                   Issuer or any partial liquidation of the
                                   Issuer or distribution to holders of Common
                                   Stock;

then, in each of such cases, the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer shall close or a record shall
be taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be. Such notice shall be given at least ten days
prior to the action in question and not less than ten days prior to the record
date or the date on which the Issuer's transfer books are closed in respect
thereto. The Issuer shall give to the Holder notice of all meetings and actions
by written consent of its stockholders, at the same time in the same manner as
notice of any meetings of stockholders is required to be given to stockholders
who do not waive such notice (or, if such requires no notice, then two Trading
Days written notice thereof describing the matters upon which action is to be
taken). The Holder shall have the right to send two representatives selected by
it to each meeting, who shall be permitted to attend, but not vote at, such
meeting and any adjournments thereof. This Warrant entitles the Holder to
receive copies of all financial and other information distributed or required to
be distributed to the holders of the Common Stock.

          9.   AMENDMENT AND WAIVER. Any term, covenant, agreement or condition
in this Warrant may be amended, or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by a written instrument or written instruments executed by the
Issuer and the Majority Holders; PROVIDED, HOWEVER, that no such amendment or
waiver shall reduce the Warrant Share Number, increase the Warrant Price,
shorten the period during which this Warrant may be exercised or modify any
provision of this Section 9 without the consent of the Holder of this Warrant.

          10.  GOVERNING LAW. This Agreement will be governed by and construed
and enforced in accordance with the laws of the State of Illinois without giving
effect to any conflicts of laws provisions that might cause this Agreement to be
governed by or construed or enforced in accordance with the laws of any other
jurisdiction. Whenever possible, each provision of this


                                       -16-

<PAGE>


Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall (a) be reformed by the
Parties to reflect the intent of the Parties, or (b) if reformation is not
possible, be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of this Agreement.

          In the event of any and all disagreements and controversies arising
from this Agreement or any other written agreements between the Company and the
Buyer, such disagreements and controversies shall be subject to binding
arbitration as arbitrated in accordance with the then current Commercial
Arbitration Rules of the American Arbitration Association in Chicago, Illinois
before one neutral arbitrator. Either party may apply to the arbitrator seeking
injunctive relief until the arbitration award is rendered or the controversy is
otherwise resolved. Without waiving any remedy under this Agreement, either
party may also seek from any court having jurisdiction any interim or
provisional relief that is necessary to protect the rights or property of that
party, pending the establishment of the arbitral tribunal (or pending the
arbitral tribunal's determination of the merits of the controversy). In the
event of any such disagreement or controversy, neither party shall directly or
indirectly reveal, report, publish or disclose any information relating to such
disagreement or controversy to any person, firm or corporation not expressly
authorized by the other party to receive such information or use such
information or assist any other person in doing so, except to comply with actual
legal obligations of such party, or unless such disclosure is directly related
to an arbitration proceeding as provided herein, including, but not limited to,
the prosecution or defense of any claim in such arbitration. The costs and
expenses of the arbitration (excluding attorneys' fees) shall be paid by the
non-prevailing party or as determined by the arbitrator.

          11.  NOTICES. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earlier of (i) the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile telephone number specified for notice prior to 5:00 p.m., Central
time, on a Business Day, (ii) the Business Day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice later than 5:00 p.m., Central time, on any
date and earlier than 11:59 p.m., Central time, on such date, (iii) the Business
Day following the date of mailing, if sent by nationally recognized overnight
courier service or (iv) actual receipt by the party to whom such notice is
required to be given. The addresses for such communications shall be with
respect to the Holder of this Warrant or of Warrant Stock issued pursuant
hereto, addressed to such Holder at its last known address or facsimile number
appearing on the books of the Issuer maintained for such purposes, or with
respect to the Issuer, addressed to:

                    Electric City Corp.
                    1280 Landmeir Road
                    Elk Grove, Illinois  60007
                    Telephone:  (847) 437-1666
                    Facsimile:   (847) 437-4969
                    Attention:  John Mitola, CEO


                                      -17-

<PAGE>


or to such other address or addresses or facsimile number or numbers as any such
party may most recently have designated in writing to the other parties hereto
by such notice.

          12.  WARRANT AGENT. The Issuer may, by written notice to each Holder
of this Warrant, appoint an agent having an office in Cook County, Illinois for
the purpose of issuing shares of Warrant Stock on the exercise of this Warrant
pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant
to subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any
such issuance, exchange or replacement, as the case may be, shall be made at
such office by such agent.

          13.  REMEDIES. The Issuer stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by the
Issuer in the performance of or compliance with any of the terms of this Warrant
are not and will not be adequate and that, to the fullest extent permitted by
law, such terms may be specifically enforced by a decree for the specific
performance of any agreement contained herein or by an injunction against a
violation of any of the terms hereof or otherwise.

          14.  SUCCESSORS AND ASSIGNS. This Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors and
assigns of the Issuer, the Holder hereof and (to the extent provided herein) the
Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any
such Holder or Holder of Warrant Stock

          15.  MODIFICATION AND SEVERABILITY. If, in any action before any court
or agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.

          16.  HEADINGS. The headings of the Sections of this Warrant are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.

          IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day
and year first above written.

                                    ELECTRIC CITY CORP.



                                    By:  /s/ Jeffrey Mistarz
                                       ----------------------------------------
                                       (Authorized Signatory)


                                      -18-

<PAGE>


                                  EXERCISE FORM

ELECTRIC CITY CORP.

The undersigned, pursuant to the provisions of the within Warrant, hereby elects
to purchase _____ shares of Common Stock of Electric City Corp. covered by the
within Warrant.

Dated: _________________           Signature   ________________________________

                                   Address     ________________________

                                               ________________________


                                   ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated: _________________           Signature   ________________________________

                                   Address     ________________________

                                               ________________________


                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated: _________________           Signature   ________________________________

                                   Address     ________________________

                                               ________________________



                                      -19-

<PAGE>

                           FOR USE BY THE ISSUER ONLY:

This Warrant No. _____ cancelled (or transferred or exchanged) this _____ day of
___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. ____ issued for ____ shares of Common Stock in the
name of _______________.



                                      -20-