STRATEGIC ALLIANCE, CO-MARKETING

AND LICENSING AGREEMENT

This Strategic Alliance, Co-Marketing and Licensing Agreement (this Agreement) is made and entered into as of the 31st day of May, 2003 by and between Hoppensteadt Acquisition Corp., an Illinois corporation (Supplier) and Electric City Corp., a Delaware corporation (ECC).

W I T N E S S E T H:

WHEREAS, Supplier is a seller of electrical distribution devices and equipment, including items which Supplier manufactures and items which Supplier purchases from others and resells; and

WHEREAS, ECC and its subsidiaries are engaged in the business of providing energy management services and building control systems; and

WHEREAS, ECC desires from time to time to purchase items from Supplier, which items may be incorporated into products or services being sold by ECC and/or its subsidiaries or may be purchased for resale; and

WHEREAS, the parties desire to enter into this Agreement with respect to the terms upon which ECC may from time to time place purchase orders with Supplier for ECCs own account and from time to time act as a sales representative or reseller for Suppliers products and with respect to certain other matters;

NOW, THEREFORE, the parties agree as follows:

1.             Definitions.  Certain capitalized terms are defined in the text hereof.  In addition, the following terms have the meanings ascribed below when used in this Agreement:

Due Date means, with respect to any Order for Products, the date specified in such Order for the Products specified therein to be shipped.

ECC Order means a purchase order transmitted by ECC to the Supplier for Products under this Agreement under which ECC is the purchaser, which purchase order may be either a hardcopy document or an EDI instrument sent to the Supplier via email or internet or by another telecommunications means which has been used to communicate with respect to this Agreement.

EDI means electronic data interchange, including email.

Margin means the profit after taking into consideration all costs associated with producing the product including the cost of materials, shipping costs, costs of overhead, including internal and external sales commissions, engineering costs if any and any and all associated labor costs, both direct and indirect.

1

Order means either an ECC Order or a Third Party Order, as applicable.

Product means a product or service which the Supplier sells (which may be proprietary or may be a product which is manufactured by a third party and which Seller purchases for resale), as specified in the applicable Order, together with any related product literature and documentation, operation, maintenance and safety manuals, and warranties (including pass-through of any warranties of the Supplier=s vendors).

Third Party Customer means a purchaser of Products which ECC has identified and for which ECC has issued an Order to the Supplier or from which ECC has obtained an Order and transmitted it to the Supplier, or which has directly transmitted an Order to the Supplier pursuant to sales solicitation efforts of ECC.

Third Party Order means a purchase order transmitted by ECC or a Third Party Customer to the Supplier for Products under this Agreement under which the Third Party Customer is the purchaser, which purchase order may be either a hardcopy document or an EDI instrument sent to the Supplier via email or internet or by another telecommunications means which has been used to communicate with respect to this Agreement.

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