UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

EASTERN LIGHT CAPITAL,
INCORPORATED
-------------------------
(Name of Registrant as Specified In Its Charter)

-------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3)Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

- --------------------------------------------------------------------------------

EASTERN LIGHT CAPITAL,
INCORPORATED

NOTICE OF 2009 ANNUAL MEETING
AND PROXY STATEMENT

June 26, 2009

Eastern Light Capital
- --------------------------------------------------------------------------------
100 Pine Street, Suite 560 o San Francisco, California 94111
Tel: (415) 693-9500 o Fax: (415) 693-9501

May 25, 2009

Dear Shareowner:

You are invited to attend the 2009 Annual Meeting of shareholders to be held on
June 26, 2009. The meeting will begin at 10:00 A.M. in the Company's offices at
100 Pine Street, Suite 560, San Francisco, California.

The Annual Meeting will begin with a report on our operations, followed by
discussion and voting on the matters set forth in the accompanying notice of
Annual Meeting and proxy statement and discussion of other business matters
properly brought before the meeting. We hope that you are able to attend.

Whether or not you expect to attend, you can ensure that your shares are
represented at the Annual Meeting of Shareholders by promptly voting and
submitting your proxy by internet, telephone or by completing, signing, dating
and returning your proxy form in the enclosed envelope. If you do attend the
Annual Meeting, you may withdraw your proxy if you wish to vote in person.

We look forward to seeing you on June 26.

Sincerely,

/s/ Richard J. Wrensen
- ----------------------
Richard J. Wrensen
Chairman and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREOWNERS
10:00 A.M., JUNE 26, 2009

May 25, 2009

Dear Shareowner:

The 2009 Annual Meeting of shareholders ("Annual Meeting") of Eastern Light
Capital, Incorporated, a Delaware corporation ("ELC" or the "Company" or the
"Corporation"), will be held in the Company's offices on June 26, 2009 at 10:00
a.m., local time, at 100 Pine Street, Suite 560, San Francisco, California
94111, to address all matters that may properly come before the meeting.
Following a report on ELC's operations, shareowners will vote on:

1. Election of one directors (Class I directors):

a. Alan R. Jones

Shareowners of record at the close of business on April 27, 2009, will be
entitled to vote at the Annual Meeting and any adjournments or postponements
thereof. Submitting your proxy by any method will not affect your right to
attend the meeting and vote. A shareholder who gives a proxy may revoke it at
any time before it is exercised by voting in person at the annual meeting, by
delivering a subsequent proxy or by notifying the Corporate Secretary in writing
of such revocation.

/s/ Gregory Bronshvag
- ---------------------
Gregory Bronshvag
Corporate Secretary

- --------------------------------------------------------------------------------
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE OR VOTE YOUR SHARES VIA TELEPHONE OR THE INTERNET
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iii

TABLE OF CONTENTS

PROXY STATEMENT..............................................................1
General...................................................................1
Voting Rights and Outstanding Shares......................................1
Quorum Requirements.......................................................1
Effect of Abstentions and Broker Non-Votes................................1
Revocability of Proxies...................................................2
Householding..............................................................2

GENERAL CORPORATION INFORMATION..............................................2
Directors and Executive Management........................................2
Board Committees..........................................................3
Board and Committee Meetings..............................................4
Executive Officers........................................................4
Stock Holdings of Management and Directors................................5
Stock Holdings of Certain Beneficial Owners...............................5
Certain Relationships and Related Transactions............................6

PROPOSAL ONE - ELECTION OF DIRECTORS.........................................6

OTHER BUSINESS...............................................................7

EXECUTIVE COMPENSATION.......................................................8
Executive Compensation Discussion and Analysis............................8
Management Compensation...................................................8
Named Executive Officer Compensation......................................8
Summary Compensation Table................................................8
Equity Awards Table.......................................................8
Equity Compensation Plan Information......................................9

COMPENSATION COMMITTEE REPORT................................................9

DIRECTOR COMPENSATION........................................................9

STOCKHOLDER PROPOSALS AND NOMINATIONS.......................................10

AUDIT COMMITTEE REPORT......................................................10
Composition..............................................................10
Responsibilities.........................................................11
Review with Management and Independent Accountants.......................11
Summary..................................................................11

ADDITIONAL ACCOUNTANT INFORMATION...........................................11
Accountant Fees..........................................................11
Pre-Approval Policy for Audit and Non-Audit Services.....................12

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES ACT OF 1934.................12

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................12

MISCELLANEOUS...............................................................13

PROXY FOR ANNUAL MEETING....................................................14

Eastern Light Capital
- --------------------------------------------------------------------------------
100 Pine Street, Suite 560 - San Francisco, California 94111
(415) 693-9500

PROXY STATEMENT

General

The enclosed Proxy and Proxy Statement is provided by Eastern Light Capital,
Incorporated, a Delaware corporation ("ELC" or the "Company" or the
"Corporation"), for exercise at the Annual Meeting of the Corporation's
shareowners, to be held at the Corporation's offices, 100 Pine Street, Suite
560, San Francisco, California 94111 at 10:00 a.m., local time, on Wednesday,
June 26, 2009, and at any postponements or adjournments thereof (the "Annual
Meeting").

Accompanying this Proxy Statement is the Corporation's 2008 Annual Report to the
SEC on Form 10K, including the Corporation's audited financial statements for
calendar year 2008. The Corporation is mailing the Notice to Shareowners of
Annual Meeting, the Proxy Statement and the accompanying Proxy on or about May
26, 2009 to all shareowners entitled to notice of, and to vote at, the Annual
Meeting.

The Corporation will bear the cost of this solicitation of proxies.
Solicitations will be made by mail. The Corporation's officers and employees may
solicit proxies personally or by telephone. The Corporation will reimburse
banks, brokerage firms, other custodians, nominees and fiduciaries for
reasonable expenses incurred in sending proxy materials to beneficial owners of
stock.

Voting Rights and Outstanding Shares

Your vote is important and you are urged to vote in advance. Shareowners of
record at the close of business on April 27, 2008 (the "Record Date") are
entitled to vote at the Annual Meeting. At the close of business on the Record
Date, there were issued and outstanding and entitled to vote 500,032 shares of
the Corporation's Common Stock, par value $.01 per share ("Common Stock") and
213,820 shares of the Corporation's Series "A" Preferred Stock, par value $.01
per share ("Series "A" Preferred Stock") (individually, "Stock", and
collectively, the "Stock"). Each share is entitled to one vote.

As of March 31, 2009, the Corporation holds treasury stock of 134,050 shares of
Common Stock and 16,919 shares of Series "A" Preferred Stock. Treasury shares
may not vote.

Quorum Requirements

The presence in person or by proxy, of shareholders entitled to cast 35% of all
the votes entitled to be cast at the Annual Meeting constitutes a quorum for the
transaction of business. If a quorum is not present at the meeting, the meeting
will be adjourned to solicit additional proxies.

Effect of Abstentions and Broker Non-Votes

Proxies received but marked as abstentions and "broker non-votes", that may
result from beneficial owners' failure to give specific instructions to their
brokers or other nominees holding in "street name" will be counted as "present"
to determine whether there is a quorum. However, abstentions and "broker
non-votes" will have the effect of a vote against a proposal requiring the
affirmative vote of a certain percentage of shares outstanding. A broker will
vote shares held by the broker only if the holder of the shares provides the
broker with instructions how to vote. A properly signed proxy marked "Withhold
Authority" with respect to the election of one or more directors will not be
voted for the directors so indicated but will be counted to determine whether
there is a quorum.

If there are insufficient holders of shares of stock present to constitute a
quorum or insufficient affirmative votes to approve any matter presented for
approval, the Annual Meeting may be postponed or adjourned one or more times to
permit for solicitation of proxies. Directors are elected by plurality vote. A
majority of the votes cast at a meeting of stockholders duly called and at which
a quorum is present will be sufficient to approve any other matter which may
properly come before the meeting, unless more than a majority of votes cast is
required by statute, by the Articles of Incorporation or by the Bylaws of the
Corporation.

Shares of stock represented by properly executed and returned Proxies, unless
revoked, will be voted at the Annual Meeting in accordance with the instructions
thereon. If a properly executed and returned Proxy contains no instructions, it
will be voted: (1) for the election to the Board of the persons specified on the
Proxy. The Corporation's directors are not aware of any matter that will be
presented for consideration at the Annual Meeting other than the proposal
described in this Proxy Statement.

Revocability of Proxies

Any shareholder giving a Proxy pursuant to this solicitation has the power to
revoke that Proxy at any time before the shares to which it relates are voted
either (i) by filing with the Corporation, at its principal executive offices,
written notice of revocation on a duly executed Proxy bearing a later date, or
(ii) by attending the Annual Meeting, withdrawing the Proxy, and voting in
person.

Householding

"Householding" is a program, approved by the Securities and Exchange Commission
(the "SEC"), which allows companies and intermediaries (e.g., brokers) to
satisfy the delivery requirements for proxy statements and annual reports by
delivering only one package of stockholder proxy material to any household at
which two or more stockholders reside. If you and other residents at your
mailing address own shares of our common stock in street name, your broker or
bank may have notified you that your household will receive only one copy of our
proxy materials. Once you have received notice from your broker that they will
be "householding" materials to your address, "householding" will continue until
you are notified otherwise or until you revoke your consent. If, at any time,
you no longer wish to participate in "householding" and would prefer to receive
a separate proxy statement, or if you are receiving multiple copies of the proxy
statement and wish to receive only one, please notify your broker if your shares
are held in a brokerage account. If you hold shares of our common stock in your
own name as a holder of record, "householding" will not apply to your shares.

GENERAL CORPORATION INFORMATION

Directors and Executive Management

The Board, which currently consists of the four individuals listed below,
directs the management of the Corporation's business. Directors Blackburn,
Grainer and Jones are Independent Directors. Director Wrensen is the
Corporation's Chairman, Chief Executive Officer, President and Chief Financial
Officer and is a Non-Independent Director.

The Corporation's current directors, respective positions and status:

Directors:

Name Position Status
- -------------------- -------------------------------------------- ---------------

Richard J. Wrensen Class III Director and Chairman of the Board Non-Independent

Alan R. Jones Class I Director Independent

Ace J. Blackburn, Jr. Class II Director Independent

James L. Grainer Class III Director Independent

The Corporation's current executive officers and their positions:

Executive Officers:

Name Position
------------------ --------------------------------------------
Richard J. Wrensen Chairmen, Chief Executive Officer, President
and Chief Financial Officer

Gregory Bronshvag Vice President of Operations and Corporate
Secretary

Board Committees

The Board's standing committees and a summary of each committee's
responsibilities follows.

Audit Committee. The members of the Audit Committee are independent (as
independence is defined in Section 121(A) of the American Stock Exchange listing
standards). The Audit Committee:

1. Appoints the Corporation's independent registered public accounting
firm (pursuant to the Sarbanes-Oxley Act of 2002) and reviews the
arrangements for and the scope of the audit conducted by those
accountants;
2. Reviews the Corporation's accounting functions and operations;
3. Considers the adequacy and effectiveness of the system of accounting
controls, including any proposed corrective actions;
4. Reviews and monitors the Corporation's policies regarding legal and
regulatory requirements, business ethics and conflicts of interest;
and
5. Discusses with management and the independent accountants the
Corporation's draft annual financial statements, key accounting and
reporting matters and assess the independence and performance of the
independent accountants.

The Audit Committee for the year ended December 31, 2008 consisted of Directors
Grainer (Chairman), Jones and Blackburn. Messrs. Grainer, Jones and Blackburn
are all qualified by the Board of Directors as Financial Experts. The Audit
Committee's charter is available at the Company's website www.elcreit.com.

Nominating and Corporate Governance Committee. The members of the Nominating and
Corporate Governance Committee are independent directors (as independence is
defined in Section 121(A) of the American Stock Exchange listing standards). The
Nominating and Corporate Governance Committee:

1. Recommends nominees for election or re-election as Directors for each
annual shareholder meeting;
2. Recommends candidates to be elected by the Board as necessary to fill
vacancies and newly created directorships;
3. Recommends a Director to serve as Chairman of the Board of Directors;
4. Oversees the annual evaluation of the Board; and
5. At least annually reviews and assesses the adequacy of corporate
governance policies and recommends any proposed corporate governance
policy changes to the Board.

The Nominating and Corporate Governance Committee for the year ended December
31, 2008 consisted of Directors Jones (Chairman), Grainer and Blackburn. The
Nominating and Corporate Governance Committee's charter is available at the
Company's website www.elcreit.com.

Compensation Committee. The members of the Compensation Committee are
independent directors (as independence is defined in Section 121(A) of the
American Stock Exchange listing standards). The Compensation Committee:

1. Negotiates the terms of employment for the Company's Named Executive
Officer; and
2. Recommends the Director's compensation.

The Nominating and Corporate Governance Committee for the year ended December
31, 2008 consisted of Directors Blackburn (Chairman), Grainer and Jones.

Executive Committee. The Executive Committee is empowered to exercise any of the
Board's powers over the Corporation's business affairs except those powers
specifically reserved to the full Board, the Audit Committee, the Nominating and
Corporate Governance Committee, the Compensation Committee or the shareholders.
The Executive Committee consists of the Company's CEO and all standing Committee
Chairman.

Board and Committee Meetings

During 2008, the Board of Directors held two regular Directors' meetings, the
Audit Committee held four meetings (at least one meeting was held each quarter),
the Nominating and Corporate Governance Committee held three meetings, the
Compensation Committee held one meetings and the Executive Committee held no
meetings. The Independent Directors also met twice as a group in executive
session, without the attendance of management or the Non-Independent Directors,
to review the Company's affairs. During 2008, each Director attended 100% of the
Board and 100% of the committee meetings (either in person or by telephonic
conference calls) that they were eligible to attend.

The Company encourages all Directors to attend the 2009 Annual Meeting of
Shareholders. The 2008 Annual Meeting was attended by Directors Blackburn,
Grainer, Jones, and Wrensen.

Executive Officers

The business experience of each of the Corporation's executive officers is set
forth below.

Richard J. Wrensen, age 53, has served as Chairman since March 10, 2008,
President and Chief Executive Officer of the Corporation, since December 29,
2006 and from 1997 until present as Chief Financial Officer. As a Class III
Director, his term expires in 2011. From December, 1997 until June, 2006, Mr.
Wrensen was an officer and shareholder of Capital Alliance Advisors Inc. During
1997 Mr. Wrensen was Senior Vice-President of Finance and Chief Financial
Officer with a Japanese merchant builder and from 1987 to 1997 was Chief
Financial Officer of a national real estate investment firm. From 1985 through
1986, Mr. Wrensen provided strategic management consulting with an international
strategy management consulting firm. Mr. Wrensen became a Certified Public
Accountant in 1979. He earned a Masters of Business Administration from the Hass
School of Business, University of California, Berkeley and a B.S. Accounting
from the University of Florida.

Gregory Bronshvag, age 41, has served as Vice President and Secretary of the
Corporation since March 12, 2007. From April, 2001 until March, 2006, Mr.
Bronshvag was an operations analyst and staff accountant for Capital Alliance
Advisors Inc. Mr. Bronshvag was a high school mathematics teacher from 1993
until 2000. Mr. Bronshvag earned a Masters of Business Administration from the
Keller Graduate School of Management, Devry University and a B.S. in Applied
Mathematics from the Johns Hopkins University in Baltimore, Maryland.

Stock Holdings of Management and Directors

The following table sets forth certain information regarding beneficial
ownership of the Corporation's Common and Preferred Stock as of March 31, 2009
by (1) the Corporation's executive officer, (2) each Director as of such date,
(3) all Directors and executive officers as a group and (4) each person that
beneficially owns more than five percent of the Corporation's Common and
Preferred Stock.

Unless otherwise indicated in the footnotes to the table, the beneficial owners
named have, to the knowledge of the Corporation, sole voting and investment
power with respect to the shares beneficially owned, subject to community
property laws where applicable.

Name of Officer/Director Number of Shares Percentage of Net
- ------------------------ Beneficially Owned Shares Outstanding
Common Preferred Common Preferred
------- --------- ------ ----------
Richard J. Wrensen (1) 103,675 4,140 27.2% 2.1%
James L. Grainer (2) 500 0 * 0
Alan R. Jones (3) 500 0 * 0
Ace J. Blackburn, Jr. (3) 500 0 * 0
Gregory Bronshvag (4) 1,100 375 * *
------- ------- ---- -------
All directors and executive
officers as a group 105,375 4,515 28.8% 2.3%

365,982 Common Shares Outstanding
196,901 Preferred Shares Outstanding
* Represents less than 1% of outstanding shares.

(1) Includes spousal ownership of 18,600 shares of Common Stock and 3,464
Series "A" Preferred shares, in which Mr. Wrensen claims no beneficial
interest. Mr. Wrensen's unexercised options to purchase 38,405 shares of
Common Stock are not included.

(2) Mr. Grainer's unexercised options to purchase 4,375 shares of common stock
are not included.

(3) Messrs. Jones and Blackburn's options to purchase 1,600 shares of common
stock are not included.

(4) Mr. Bronshvag's unexercised options to purchase 2,400 shares of common
stock are not included.

Stock Holdings of Certain Beneficial Owners

Name of Certain Beneficial Owner Number of Shares Percentage of Net Shares
- -------------------------------- Beneficially Owned Outstanding
Common Preferred Common Preferred
------ --------- ------ ---------

Thomas B. Swartz (1) 5,133 2,512 1.4% 1.3%
Dennis R. Konczal (2) 17,632 984 4.8% *
Capital Alliance Advisors, Inc. (3) 25,618 3,661 7.0% 1.9%
Hermilio R. Zachario (4) 0 16,334 0 8.3%
Frank G. Spottke (4) 0 15,828 0 8.0%

(1) Includes spousal ownership of 633 Series "A" Preferred Shares, in which Mr.
Swartz has previously claimed no beneficial interest. Mr. Swartz's
unexercised options to purchase 37,066 shares of Common Stock are not
included.

(2) Mr. Konczal's unexercised options to purchase 24,374 shares of Common Stock
are not included.

(3) Mr. Konczal is an officer and director of Capital Alliance Advisors, Inc.
The voting control of 25,618 Common Shares and 3,661 Series "A" Preferred
Shares is unknown.

(4) Private investor.

Certain Relationships and Related Transactions

Mr. Swartz served as Capital Alliance Income Trust's (prior to July 22, 2008,
ELC was known as Capital Alliance Income Trust) Chief Executive Officer and Mr.
Konczal served as Capital Alliance Income Trust's President and Chief Operating
Officer until December 29, 2006. Messrs. Swartz and Konczal also continued to
serve as Directors of Capital Alliance Income Trust until March 8, 2008 and
November 27, 2007, respectively.

Until December 29, 2006, the Corporation had a Management Agreement and a Loan
Origination and Servicing Agreement, with Capital Alliance Advisors, Inc, the
Former Manager. Pursuant to these contractual agreements, the Corporation
received on a non-exclusive basis management and mortgage banking services to
conduct its operations. Both contracts were cancelled December 29, 2006.

Until June 30, 2006, Mr. Wrensen was a shareholder, officer and director of the
Former Manager. Effective June 30, 2006, Mr. Wrensen sold his ownership interest
in the Former Manager and resigned as an officer and director. Mr. Wrensen
continues to serve as an officer and Director of Eastern Light Capital.

Eastern Light Capital's Directors have a fiduciary duty and obligation to
resolve any conflicts of interest by exercising the utmost good faith and
integrity. This responsibility is also recognized in the Corporation's Code of
Ethics available at its website www.elcreit.com. Additionally, the Bylaws
provide that the Directors and their affiliates must upon request by the
Directors disclose any investments which are within the purview of Eastern Light
Capital's investment policies.

PROPOSAL ONE - ELECTION OF DIRECTORS

The Bylaws of the Corporation provide for a variable Board of Directors with a
range between three and seven members. The Board of Directors currently consists
of four members comprised of three Independent Directors (Blackburn, Grainer and
Jones) and one Non-Independent Directors (Wrensen). The Company has a corporate
governance policy of maintaining a majority of Independent Directors.

The Directors are divided into three classes. Each class of Directors serves for
a staggered three-year term. The Class I Director is Mr. Jones (who was elected
at the 2007 Annual Meeting for a term which expires in 2009). The Class II
Director is Mr. Blackburn (who was elected at the 2007 Annual Meeting for a term
to expire in 2010). The Class III Directors are Messrs. Wrensen and Grainer (who
were elected at the 2008 Annual Meeting for terms which expires in 2011).

On the recommendation of the Nominating and Corporate Governance Committee, the
Board of Directors has nominated Alan R. Jones for election by the shareholders
to serve as Director. The nominee has agreed to serve, if elected, and
management has no reason to believe that the nominee will be unavailable to
serve. Unless otherwise instructed, the proxy holders will vote Proxies received
by them in favor of the election of the nominee named below. However, if the
nominee becomes unavailable for election for any reason, the shares represented
by those Proxies will be voted for any substitute nominee designated by the
Nominating and Corporate Governance Committee and approved by the Board of
Directors. Assuming that a quorum is present, a plurality of all the votes cast
at the Annual Meeting will be sufficient to elect a nominee as a Director. For
purposes of the election of directors, abstentions will not be counted as votes
cast and will have no effect on the result of the vote, although they will be
counted in determining the presence of a quorum.

The Corporation's Bylaws provide a procedure for shareholder nomination of
persons for election to the Board of Directors. Please see "Stockholder
Proposals and Stockholder Nominations".

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
NOMINEES LISTED BELOW, AND, IN THE ABSENCE OF INSTRUCTIONS
TO THE CONTRARY, PROXIES SOLICITED IN CONNECTION WITH THIS
PROXY STATEMENT WILL BE SO VOTED.

The following presents information concerning the person nominated for election
at the Annual Meeting to the Board of Directors:

Nominee for Election as Class I Directors for Term Expiring in 2012

Alan R. Jones, 54 years of age, has served as Managing Director of the western
region for Utendahl Capital since 2008. In 2004, Mr. Jones founded A.R. Jones &
Associates, a relationship management company that focused on financial
intermediaries and served as its President and Managing Director. Previously,
Mr. Jones worked in fixed income sales and trading for Morgan Stanley and
Salomon Brothers in both Manhattan and San Francisco. Mr. Jones is a Trustee of
the Phillips Exeter Academy and serves as the Chairman of its Compensation and
Benefits Committee. He is a Board member of the Student Conservation Association
and serves as the Chairman of its Investment Committee. He earned a Masters of
Business Administration from the Wharton School at the University of
Pennsylvania and a B.S. from Dartmouth College.

Directors Continuing In Office

Richard J. Wrensen
Biographical information for Mr. Wrensen is set forth in the section of this
Proxy Statement entitled "General Corporation Information: Executive Officers."

James L. Grainer, 55 years of age, is a principal of the Chattergy Group.
Previously, Mr. Grainer was the President and Chief Financial Officer of
GreenShift Corporation, a publicly listed company focused on the alternative
energy and environmental sectors. Mr. Grainer also worked as a Managing Director
in investment banking with Zanett Securities and Prudential Securities. As a
Certified Public Accountant, Mr. Grainer worked in Deloitte-Touche's New York
office providing tax and business advisory services to a diversified group of
clients.

Ace J. Blackburn Jr., 53 years of age, is the Senior Vice President and Chief
Financial Officer of Trango Systems, Inc. Trango is headquartered in San Diego,
California but has a global presence in fixed wireless products. Prior to 2005,
Mr. Blackburn was a litigation and defense partner at Cooney, Mattson, Lance,
Blackburn, Richards & O'Connor where he worked with and advised many Fortune 100
companies on defense litigation and business issues. He graduated from Brown
University with a BA in economics and has an MBA and JD from the University of
Miami in Florida.

OTHER BUSINESS

At this date, management knows of no other matters proposed to be brought before
the Annual Meeting. If any other business should properly come before the Annual
Meeting for shareholder action, the named proxies will vote the shares
represented by the Proxies in accordance with their best judgment.

EXECUTIVE COMPENSATION

Executive Compensation Discussion and Analysis

During 2009, the Committee will seek to closely align executive compensation
with individual and Company performance, both on a short-term and long-term
basis, through discretionary cash bonuses.

Management Compensation

The philosophy of the Compensation Committee is performance based.

Named Executive Officer Compensation

On December 29, 2006, Mr. Wrensen became the Corporations first employee and was
appointed President and Chief Executive Officer. Mr. Wrensen also retained the
title of Chief Financial Officer. During 2006, Mr. Wrensen received no executive
compensation directly by the Corporation for his services as Chief Financial
Officer or as Chief Executive Officer and President, other than the
exercisability of previously granted stock options.

Subsequent to Mr. Wrensen's appointment as President and Chief Executive
Officer, the Compensation Committee approved a 30 months employment term with a
base salary of not less than $15,000 per month, an annual discretionary bonus of
up to 25% of the base salary and a discretionary award of common share equity
options, subject to the terms of the Company's 1998 Incentive Stock Option Plan.
Mr. Wrensen also received health insurance, life insurance, disability insurance
and a matching Company contribution, up to the legal limit, for participation in
a Company sponsored Simple Individual Retirement Account.

Summary Compensation Table

The following table presents the total compensation paid by the Corporation to
our Named Executive Officers during the year ended December 31, 2007 and 2008,
respectively.

Name Year Salary Bonus Stock All Other Total
Award (1) Compensation

Richard Wrensen 2007 $180,000 $ --- $ --- $ 7,800 $ 187,800
2008 $180,000 $ --- $8,164 $ 7,900 $ 196,064

Gregory Bronshvag 2007 $72,600 $ --- $ --- $ 4,237 $ 81,837
2008 $77,600 $ --- $ 597 $ 4,828 $ 83,025

(1) Mr. Wrensen was awarded 38,405 options, all of which have vested with a
grant value of $8,164. Mr. Bronshvag was awarded 12,000 options of which 2,400
have vested with a value of $597.

Equity Awards Table

The following table sets forth the outstanding stock options as of December 31,
2008, for each individual who served as a Named Executive Officer during 2008:

Estimated Estimated
Number of Fair Market Fair Market
Granted Number of Number of Value of Value of
Options Exercisable Unexercisable Expiration Exercise Exercisable Unexercisable
Name Outstanding Options Options Date Price ($) Options Options
- ------------------ ----------- ----------- ------------- ---------- --------- ----------- -------------

Richard J. Wrensen 38,405 38,405 0 21-Feb-13 $3.63 $8,164 $0
Gregory Bronshvag 12,000 2,400 9,600 21-Feb-18 $3.63 $ 597 $2,389

Equity Compensation Plan Information

The Company has one equity compensation plan, the 1998 Incentive Stock Option
Plan ("Plan"), which was approved by the shareholders on June 24, 1998 and
expired on April 16, 2008. The purpose of the Plan was to provide performance
based compensation in order to attract, retain and motivate the Company's key
employees, officers, Directors and any other individual or entity performing
services for the Company.

The exercise price of all options must be greater than 100% of the fair market
value of the Common Stock on the date of the award. No option term can exceed
ten years from the date of the grant and no option grant can be made after the
tenth anniversary of the date of the Board's Plan adoption (April 16, 1998).

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation
Discussion and Analysis with management. The principal management executive
involved in these discussions was the Chief Executive Officer.

Based on this review and discussion, the Committee recommended to the Board of
Directors that the Compensation Discussion and Analysis be included in this
Proxy Statement.

Respectfully submitted by the Compensation Committee: Ace J. Blackburn, Jr.
(Chairman), James L. Grainer and Alan R. Jones

DIRECTOR COMPENSATION

During 2008, the Corporation's Independent Directors annual retainer for serving
on the board was reduced from $10,000 to $8,000. The retainer was payable
quarterly and the Independent Directors received a $500 meeting fee per regular
board or committee meeting. Directors are also eligible to participate in the
1998 Stock Option Plan (which expired on April 16, 2008). Richard Wrensen, the
Corporation's Chief Executive Officer and a Non-Independent Director was not
compensated for serving on the Board of Directors. Directors qualify for
reasonable reimbursement of expenses incurred in attending board or committee
meetings.

The following table presents the components of compensation received by
non-employee directors during the twelve months ended December 31, 2008.

Name Fees and Stock Awards All other Total
Retainers Earned (1) Compensation
(Paid in Cash)
- -------------------- ---------------- ------------ ------------ -------

James L. Grainer $11,833 $ 435 $ --- $12,268
Alan R. Jones $11,833 $ --- $ --- $11,833
Ace J. Blackburn, Jr. $11,833 $ --- $ --- $11,833

(1) Mr. Grainer was awarded 8,750 options of which 750 have vested with a grant
value of $435 while Messrs. Jones and Blackburn were awarded 8,000 options, none
of which vested in 2008.

STOCKHOLDER PROPOSALS AND NOMINATIONS

The Bylaws of the Corporation provide a procedure for shareholder proposals and
shareholder nominations of persons for election to the Board of Directors. That
Procedure provides that any shareholder intending to present a proposal or
nomination for election of one or more Directors at the Annual Meeting must
deliver a written notice to the Corporation's Secretary at the Corporation's
principal executive offices by personal delivery, registered mail, or
telegraphic or facsimile transmission and be actually received by the Secretary
of the Corporation on a date in the current year which corresponds to a date at
least one-hundred twenty (120) days before the date on which the Corporation
first mailed its proxy materials for the prior year's annual meeting of
shareholders.

Any such notice of a stockholder proposal from a shareholder to the
Corporation's Secretary must set forth as to each matter such shareholder
proposes to bring before the meeting (i) a reasonably detailed description of
the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (ii) the name and the business and
residence address of the shareholder proposing such business, (iii) the class
and number of shares of stock of the Corporation which are owned by such
shareholder, (iv) any material interest of such shareholder in such business;
and (v) any other information that is required to be provided by such
shareholder pursuant to the Securities Exchange Act of 1934, as amended, and the
rules and regulations there under.

If the shareholder's notice to the Corporation's Secretary proposes to nominate
one or more individuals for election or reelection as Director, that notice must
set forth (i) the name and address of the shareholder who intends to make the
nomination and of the Person or Persons to be nominated; (ii) a representation
that the shareholder is a holder of record of stock of the Corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the Person or Persons specified in the notice; (iii) a
description of all arrangements or understandings between the shareholder and
each nominee and any other Person or Persons (naming such Person or Persons)
pursuant to which the nomination or nominations are to be made by the
shareholder; (iv) the consent of each nominee to serve as a Director if so
elected; and (v) such other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities Exchange Act of 1934, as amended,
had the nominee been nominated, or intended to be nominated, by the Board of
Directors.

If the shareholder's notice to the Secretary proposes to bring other business
before the meeting, that notice must include a brief description of (i) that
business, (ii) the reasons for conducting that business at the meeting, and
(iii) any material interest in that business held by that shareholder (and by
the beneficial owner, if any, on whose behalf the proposal is made). If a
shareholder proposal or nomination is not made in accordance with the procedure
set forth above, the Chairman of the Annual Meeting shall (i) determine and
declare at the Annual Meeting that the proposed business or nomination was not
properly brought before the Annual Meeting in accordance with the procedures set
forth in the Bylaws and (ii) direct that the business not be transacted or that
the defective nomination be disregarded.

AUDIT COMMITTEE REPORT

Composition

The Audit Committee of the Board of Directors is composed of three directors,
all who are independent, as required by American Stock Exchange ("AMEX") rules.
The Committee operates under a written charter adopted by the Board of
Directors. The charter is available at the Company's website www.elcreit.com and
it is attached as Exhibit A. The members of the Audit Committee for the year
ended December 31, 2008 are James L. Grainer (Chairman), Alan R. Jones and Ace
J. Blackburn, Jr.

Responsibilities

The responsibilities of the Audit Committee include selecting an accounting firm
to be engaged as the Corporation's independent accountants. Management is
responsible for the Corporation's internal controls and financial reporting
process. The independent accountants are responsible for performing an
independent audit of the Corporation's financial statements in accordance with
generally accepted auditing standards and for issuing a report thereon. The
Audit Committee's responsibility is to assist the Board in overseeing these
processes. Pursuant to the Sarbanes-Oxley Act of 2002, the Audit Committee has
the sole power to appoint the independent registered public accountants to
provide auditing services.

Review with Management and Independent Accountants

The Audit Committee is required to meet and hold quarterly discussions with
management and the independent accountants and has done so at least quarterly
during 2008. The Audit Committee discussions included not just the
acceptability, of the accounting principles used in preparing the financial
statements, but the reasonableness of the significant accounting judgments and
estimates and the clarity of disclosure in the financial statements. The Audit
Committee has reviewed and discussed the audited financial statements with
management and has discussed with the independent auditors the matters required
by Statement of Auditing Standards 61 ("Communication with Audit Committees").
The Audit Committee has received the written disclosures letter from the
independent accountants required by Independence Standards Board Standard No.1
and has discussed with the independent accountant, the independent accountant's
independence. Management has represented to the Audit Committee that the
Corporation's financial statements were prepared in accordance with accounting
principles generally accepted in the United States.

Summary

Based upon the representations of management, and the report by the independent
accountants to management, the audited financial statements were approved by the
Audit Committee for inclusion in the Corporation's Annual Report on Form 10-K
for the year ended December 31, 2008, as filed with the Securities and Exchange
Commission.

This report is submitted by the Audit Committee: James L. Grainer (Chairman),
Alan R. Jones and Ace J. Blackburn, Jr.

ADDITIONAL ACCOUNTANT INFORMATION

The Audit Committee has preliminarily engaged Armanino McKenna LLP, independent
auditors, to audit the Corporations consolidated financial statements for the
year ending December 31, 2009. Rothstein, Kass & Company LLP has provided
independent public accounting services to the Corporation from 2005 to 2008. The
Audit Committee may in its discretion at any time direct the appointment of
different independent auditors, if the Audit Committee determines that such a
change would be in the best interests of the Corporation and its shareholders.

A representative of Armanino McKenna LLP is expected to be present at the Annual
Meeting, who will have an opportunity to make a statement and is expected to be
available to answer appropriate questions.

Accountant Fees

Rothstein, Kass & Company LLP audited the Corporation's financial statements and
otherwise acted as the Corporation's independent registered public accounting
firm with respect to the fiscal year ended December 31, 2008 and 2007,
respectively. Mowat, Mackie and Anderson CPA's provided the Corporation with tax
compliance and reporting services for the fiscal year ended December 31, 2007
and 2008. The expenses incurred for these services are summarized below:

Service Fiscal Year 2008 Fiscal Year 2007 Accountants

Audit Fees $ 63,500 $ 74,785 Rothstein, Kass & Company
Audit-Related Fees $ -- $ 6,000 Rothstein, Kass & Company
Tax Fees $ 6,000 $ 7,200 Mowat, Mackie and Anderson
All Other Fees $ -- $ -- ----------
-------- --------
Total Fees $ 69,500 $ 87,985
======== ========

Pre-Approval Policy for Audit and Non-Audit Services

The Audit Committee's policy is to review and pre-approve the scope, terms and
related fees of all auditing services provided by the registered independent
public accountants, subject to the de minimus exceptions for non-audit services
which are approved by the Audit Committee prior to the completion of the audit.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES ACT OF 1934

Section 16(a) of the Securities Act of 1934 requires the Corporation's Directors
and executive officers, and persons who own more than ten percent of a
registered class of the Corporation's securities to file with the Commission
initial reports of ownership and reports of changes in ownership of the Common
Stock and other equity securities of the Corporation. Officers, Directors and
greater than ten percent stockholders are required by the Commission's
regulations to furnish the Corporation with copies of all Section 16(a) forms
they file.

To the best of the Corporation's knowledge, all Section 16(a) filing
requirements applicable to its Officers and Directors have been satisfied by
such persons for the fiscal year which ended December 31, 2008.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Corporation's Annual Report on Form 10-K for the year ended December 31,
2008, and is incorporated herein by reference.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the date of
the meeting or any adjournment or postponement thereof shall be deemed to be
incorporated by reference herein and made a part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Proxy Statement to the extent that a statement
contained herein or in any other document subsequently filed with the Commission
which also is deemed to be incorporated by reference herein modified or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Proxy Statement.

The Company will provide without charge to each person to whom a copy of this
Proxy Statement is delivered, upon the written or oral request of such person, a
copy of any or all of the documents incorporated by reference herein (not
including the exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should be
directed to Eastern Light Capital, 100 Pine Street, Suite 560, San Francisco,
California 94111, Attention: Gregory Bronshvag, Corporate Secretary.

MISCELLANEOUS

The proxy statement and the accompanying Proxy are being solicited by the order
of the Directors, and all costs related to this solicitation will be borne by
the Corporation. Proxies may be solicited by mail, telephone, or telegram or in
person. The Manager of the Corporation will request banks, brokerage houses, and
other institutions, nominees, or fiduciaries that hold shares in their names to
forward the solicitation materials to the beneficial owners thereof, and the
Corporation will reimburse those persons for their reasonable expenses in so
forwarding these materials. Directors and officers and regular employees of the
Company may, without additional compensation, solicit Proxies by telephone or
telegram or in person.

BY ORDER OF THE DIRECTORS,

Gregory Bronshvag
Corporate Secretary

San Francisco, California
May 25, 2009

PROXY FOR ANNUAL MEETING
JUNE 26, 2009

The undersigned, as record owner of the securities of Eastern Light Capital, a
Delaware corporation ("Corporation"), described below, hereby revokes any
previous proxies and appoints Gregory Bronshvag, the Corporate Secretary and
Inspector of Elections, with power of substitution and revocation and for and in
the name of the undersigned, to vote and otherwise represent all of the shares
of the undersigned at the meeting and any adjournment thereof, with the same
effect as if the undersigned were present and voting the shares. The shares
represented by this proxy shall be voted in the following manner:

1. PROPOSAL ONE: ELECTION OF DIRECTORS

The Board of Directors recommends a vote FOR ALL NOMINEES to the Board of
Directors.

NOMINEES: o ALAN R. JONES

[_] FOR THE NOMINEE [_] WITHHOLD AUTHORITY [_]
FOR THE NOMINEE

Instructions: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to
withhold as shown: [X]

The shares represented by this proxy will be voted as you have indicated above.

(Sign exactly as name appears on your account statement)

Dated: 2009
-------- --------------------------------------------------------
Name (Shareholder of record)

Number of Preferred Shares Number of Common Shares
--------- ----------