0001104659-02-004137 Sample Contracts

SECURITY AGREEMENT
Security Agreement • August 14th, 2002 • Electric City Corp • Services-prepackaged software • Illinois

THIS SECURITY AGREEMENT (this “Security Agreement”) is made on the 29th day of May, 2002, by and between Electric City Corp., a Delaware corporation (“Debtor”), and American Chartered Bank, an Illinois banking association (“Secured Party”).

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MORTGAGE NOTE
Mortgage Note • August 14th, 2002 • Electric City Corp • Services-prepackaged software

FOR VALUE RECEIVED, the undersigned, ELECTRIC CITY CORP., a Delaware corporation, SWITCHBOARD APPARATUS, INC., a Delaware corporation, and GREAT LAKES CONTROLLED ENERGY CORPORATION, a Delaware corporation (collectively, “Borrowers”) hereby promise to pay to the order of AMERICAN CHARTERED BANK, an Illinois banking association (“Bank”), in immediately available funds, on April 30, 2004, or such earlier maturity date as provided for herein, the principal sum of $735,000.00 (the “Loan”), as follows:

MORTGAGE, ASSIGNMENT OF LEASES
Mortgage, Assignment of Leases and Rents, and Security Agreement • August 14th, 2002 • Electric City Corp • Services-prepackaged software • Illinois

THIS MORTGAGE is made as of the 29th day of May, 2002 by ELECTRIC CITY CORP., a Delaware corporation (“Mortgagor”) with a mailing address of 1280 Landmeier Road, Elk Grove Village, Illinois, and AMERICAN CHARTERED BANK, an Illinois state banking association, with a mailing address of 1119 East Higgins Road, Schaumburg, Illinois 60173, Attn: William D. Provan (“Bank”).

REVOLVING NOTE
Revolving Note • August 14th, 2002 • Electric City Corp • Services-prepackaged software

FOR VALUE RECEIVED, ELECTRIC CITY CORP., a Delaware corporation, SWITCHBOARD APPARATUS, INC., a Delaware corporation, and GREAT LAKES CONTROLLED ENERGY CORPORATION, a Delaware corporation (collectively, “Borrowers”), jointly and severally, hereby promise to pay, to the order of AMERICAN CHARTERED BANK, an Illinois 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:

TERM NOTE
Term Note • August 14th, 2002 • Electric City Corp • Services-prepackaged software

FOR VALUE RECEIVED, ELECTRIC CITY CORP., a Delaware corporation, SWITCHBOARD APPARATUS, INC., a Delaware corporation, and GREAT LAKES CONTROLLED ENERGY CORPORATION, a Delaware corporation (collectively, “Borrowers”), jointly and severally, hereby promise to pay, to the order of AMERICAN CHARTERED BANK, an Illinois banking association (“Bank”), in immediately available funds, on April 30, 2004, or such earlier maturity date as provided for herein, the principal sum of FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ($400,000.00) (the “Loan”), as follows:

Amending Agreement made this 18th day of June, 2002
Amending Agreement • August 14th, 2002 • Electric City Corp • Services-prepackaged software

Reference is made to an agreement (the “Original Contract”) effective as of the 1st day of August, 2000, by and between thestockpage.com inc., and Electric City Corporation and to an Amending Agreement made the 12th day of February, 2001 (the “Amending Agreement”) which amended the Original Contract and to a Second Amending Agreement made the 29th day of June, 2001 (the “Second Amending Agreement) which amended the Original Contract and to a third Amending Agreement made the 3rd day of September, 2001 (the “third Amending Agreement) which amended the Original Contract. In this agreement, “we” or “us” or similar terms refers to the stockpage.com Inc. and “you,” “your” and similar terms mean Electric City Corporation (current trading symbol “ELC”).

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • August 14th, 2002 • Electric City Corp • Services-prepackaged software • Illinois

THIS STOCK PLEDGE AGREEMENT (“Pledge Agreement”) is made and entered into this 29th day of May, 2002, by and between Electric City Corp., a Delaware corporation (“Pledgor”), and American Chartered Bank, an Illinois banking association (“Bank”).

LOAN AGREEMENT
Loan Agreement • August 14th, 2002 • Electric City Corp • Services-prepackaged software • Illinois

THIS LOAN AGREEMENT (“Agreement”), is made and entered into this 29th day of May, 2002, by and among American Chartered Bank, an Illinois banking association (“Bank”), Electric City Corp., a Delaware corporation (“Electric”), Switchboard Apparatus, Inc., a Delaware corporation (“Switchboard”), and Great Lakes Controlled Energy Corporation, a Delaware corporation (“Great Lakes”, collectively with Electric and Switchboard, “Borrowers” and each individually a “Borrower”).

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