exv10w18w2






Exhibit 10.18.2




Amendment to Employment Agreement




          This Amendment to the Employment Agreement dated January 23, 2006 by and among David R.
Asplund (“Mr. Asplund”) and Lime Energy Co. (formerly known as Electric City Corp.), a Delaware
corporation (the “Company”) (this “Amendment”) is entered into as of January 25, 2007.




W I T N E S S E T H:




     WHEREAS, the Company and Mr. Asplund are parties to that Employment Agreement dated January
23, 2006 (the “Employment Agreement”); and



     WHEREAS, the Employment Agreement provided that they Company would issue certain stock options
to Mr. Asplund, subject to obtaining the approval of stockholders at the 2006 annual meeting of
stockholders; and



     WHEREAS, stockholders approved the issuance of the stock options; and



     WHEREAS, the Company effected a reverse split of its common stock on January 23, 2007; and



     WHEREAS, Section 4.3(a)(ii) of the Employment agreement provided that the exercise price of
certain options would be equal to the higher of (x) the average closing price of the Company’s
common stock as measured over the thirty (30) trading day period prior to January 22, 2007, or (y)
the closing price of the Company’s common stock on January 22, 2007, which the Company has
determined to be $0.96; and



     WHEREAS, the parties desire to amend the Employment Agreement as set forth herein;



     NOW, THEREFORE, the parties hereto hereby agree as follows:




	 	1.	 	Section 4.3 (a) of the Employment Agreement is hereby amended and restated in its
entirety as follows:





          (a) The Company grants to Mr. Asplund stock options (the “Stock Options”) to purchase
up to Three Hundred Thousand (300,000) shares of the Company’s common stock at the following prices
per share:





     (i) options with respect to One Hundred Thousand (100,000) shares shall be at a price
per share of $9.30 and such options shall become vested and exercisable on January 22,
2007, so long as Mr. Asplund is employed by the Company as its Chief Executive Officer on
such date;




     (ii) options with respect to One Hundred Thousand (100,000) shares shall be at a price
equal to $0.96 per shares and such options shall become vested and exercisable on January
22, 2008, so long as Mr. Asplund is employed by the Company as its Chief Executive Officer
on such date; and




     (iii) options with respect to One Hundred Thousand (100,000) shares shall be at a
price equal to $0.96 per shares and such options shall become vested and exercisable on
January 22, 2009, so long as Mr. Asplund is employed by the Company as its Chief Executive
Officer on such date.



 









 






	 	3.	 	Miscellaneous.






	 	(a)	 	Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws and decisions of the State of Illinois, without giving
effect to the principles of conflicts of laws thereof.
	 
	 	(b)	 	Except as specifically amended hereby, the Employment Agreement remains in
full force and effect and unmodified, and all provisions thereof shall apply with
respect to such agreement as modified hereby.
	 
	 	(c)	 	Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed to be an
original and all of which together shall be deemed to be one and the same agreement.





          IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Employee Stock
Employment Agreement as of the date first written above.




	 	 	 	 	 	 	 	 	 
	LIME ENERGY CO.	 	 	 	David R. Asplund	 	 
	 
	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Richard Kiphart
 

Richard Kipart
	 	     
	 	/s/ David R, Asplund
 

	 	     
	Title:

	 	Chairman of the Board