0001162044-02-000195 Sample Contracts

FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • December 31st, 2002 • Electric City Funds Inc • New York

This Agreement made as of December 31, 2002 by and between Electric City Funds, Inc., a Maryland corporation (the "Company"), and Pinnacle Investments, Inc., a New York corporation (the "Underwriter").

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