TRADING AGREEMENT







             THIS agreement (the "Agreement") is made as of this 17th day of

October, 2000 between Augustine Fund, L.P. (the "Stockholder") and Electric City

Corp., a Delaware corporation (hereinafter the "Corporation") (collectively, the

"Parties").



             WHEREAS, Stockholder is the owner of shares of $0.0001 par value

common stock ("Stock") of the Corporation; and



             WHEREAS, the Parties believe it is in the best interest of the

Corporation and its stockholders to avoid unusually high volumes of trading

activity and certain other trading activity in the Stock which could adversely

affect the market for the Stock;



             NOW, THEREFORE, in consideration of the foregoing and for other

good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged by each of the parties hereto, the parties do hereby agree as

follows:



             Section  1. TRADING RESTRICTIONS



         1.1 RESTRICTED TRADING. Shares owned by Stockholder sold in a publicly

traded transaction through a broker-dealer or with a market maker on any trading

day may only be sold in amounts not to exceed ten percent (10%) of the average

daily trading volume of the Stock of the Corporation over the prior ten (10)

trading days. Shares sold subject to this Section 1.1 must be executed during

regular trading hours and cannot be sold as an opening transaction on, or sold

in the last 1/2 hour of regular trading hours of, any trading day.



         1.3 TRADING BLACKOUTS. Notwithstanding the provisions of Section 1.1

herein, the Company, at its sole option, may direct Stockholder to cease sales

of its shares of Stock on any trading day, with such directive limited to four

trading days each year, to commence upon the effective date of this Agreement.



         1.4 CORPORATE ACTION. It is understood that corporate counsel for the

Corporation may withhold the requisite Rule 144 and other opinions and the

Corporation may withhold the requisite authorization for any transaction, but

only if such transaction violates the terms of this Agreement.



             Section  2. PRIVATE SALES



         2.1 PRIVATE SALES. Notwithstanding any provision to the contrary

herein, Stockholder, at any time, may engage in a private transaction to sell,

pledge, gift or margin Stock. Any private sale will be subject to Augustine

Fund, L.P. in the first right, and the Corporation in the second right, having a

right of first refusal to purchase any Stock from any other Participant (as

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