0001299933-04-000477 Sample Contracts

AMENDMENT TO CONVERTIBLE TERM NOTE
Convertible Term Note • September 2nd, 2004 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • New York

This Amendment to Convertible Term Note (this “Amendment”) is made as of the 31st day of August, 2004 between Laurus Master Fund, Ltd., a Cayman Islands corporation (the “Holder”) and Electric City Corp., a Delaware corporation (“Borrower”).

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AMENDMENT TO SECURITY AGREEMENT
Security Agreement • September 2nd, 2004 • Electric City Corp • Electronic & other electrical equipment (no computer equip) • New York

This Amendment to Security Agreement (this “Amendment”) is made as of the 31st day of August, 2004 between Laurus Master Fund, Ltd., a Cayman Islands corporation (“Laurus”) and Electric City Corp., a Delaware corporation (the “Company”).

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