Exhibit
        99.3
  FINANCIAL
      STATEMENTS AND REPORT OF
 INDEPENDENT
      CERTIFIED
 PUBLIC
      ACCOUNTANTS
 
 RIDGEWOOD
      MAINE HYDRO PARTNERS,
      L.P.
 
 December
      31, 2006 and 2005
  
  C
      O N T E N T S
 
 
 
 PageReport
                of Independent Certified Public Accountants
            3Financial
                StatementsBalance
                Sheets
            4Statements
                of Income
            5Statement
                of Changes in Partners’ Equity
            6Statements
                of Cash Flows
            7Notes
                to Financial Statements
            8
                -
                16
 
 
  
  REPORT
      OF INDEPENDENT CERTIFIED
      PUBLIC ACCOUNTANTS
 
 
 
 The
      Partners
 Ridgewood
      Maine Hydro Partners,
      L.P.
 
 
 We
      have
      audited the accompanying balance sheets of Ridgewood Maine Hydro Partners,
      L.P.
      (a Delaware limited partnership) as of December 31, 2006 and 2005, and the
      related statements of income, changes in partners’ equity and cash flows for
      each of the three years in the period ended December 31, 2006.  These
      financial statements are the responsibility of the Partnership’s
      management.  Our responsibility is to express an opinion on these
      financial statements based on our audits.
 
 We
      conducted our audits in accordance with auditing standards generally accepted
      in
      the United States of America as established by the American Institute of
      Certified Public Accountants.  Those standards require that we plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement.  An audit includes
      consideration of internal control over financial reporting as a basis for
      designing audit procedures that are appropriate in the circumstances, but not
      for the purpose of expressing an opinion on the effectiveness of the
      Partnership’s internal control over financial reporting.  Accordingly,
      we express no such opinion.  An audit also includes examining, on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements, assessing the accounting principles used and significant estimates
      made by management, as well as evaluating the overall financial statement
      presentation.  We believe that our audits provide a reasonable basis
      for our opinion.
 
 In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Ridgewood Maine Hydro Partners,
      L.P. as of December 31, 2006 and 2005, and the results of its operations and
      its
      cash flows for each of the three years in the period ended December 31, 2006,
      in
      conformity with accounting principles generally accepted in the United States
      of
      America.
 
 
 
 
 Edison,
      New Jersey
 September
      24, 2007
   -
          3 -
  Ridgewood
      Maine Hydro Partners, L.P.
 
 BALANCE
      SHEETS
 
 December
      31,
 (in
      thousands)
 
 
 
 ASSETS
            
            2006
            
            
            2005Current
                assetsCash
            
            $
            206
            
            
            $
            770Due
                from affiliates
            
            
            7
            
            
            
            -Trade
                receivables
            
            
            1,210
            
            
            
            960Other
                current assets
            
            
            25
            
            
            
            34Total
                current assets
            
            
            1,448
            
            
            
            1,764Property,
                plant and equipment, net
            
            
            2,658
            
            
            
            1,397Electricity
                sales agreements, net
            
            
            1,983
            
            
            
            2,687Other
                assets
            
            
            98
            
            
            
            98Total
                assets
            
            $
            6,187
            
            
            $
            5,946LIABILITIES
                AND PARTNERS’ EQUITYCurrent
                liabilitiesAccounts
                payable and accrued expenses
            
            $
            591
            
            
            $
            177Due
                to affiliates
            
            
            302
            
            
            
            401Loans
                payable - current portion
            
            
            7
            
            
            
            28Total
                current liabilities
            
            
            900
            
            
            
            606Loans
                payable - noncurrent portion
            
            
            5
            
            
            
            12Total
                liabilities
            
            
            905
            
            
            
            618Commitments
                and contingenciesPartners’
                equity
            
            
            5,282
            
            
            
            5,328Total
                liabilities and partners’ equity
            
            $
            6,187
            
            
            $
            5,946
 
 
 
 
 The
      accompanying notes are an
      integral part of these statements.
  -
          4 -
  Ridgewood
      Maine Hydro Partners, L.P.
 
 STATEMENTS
      OF
      INCOME
 
 Year
      ended December 31,
 (in
      thousands)
 
 
 
 2006
            
            
            2005
            
            
            2004Power
                generation revenue
            
            $
            5,221
            
            
            $
            4,806
            
            
            $
            3,429Cost
                of revenues
            
            
            2,991
            
            
            
            3,060
            
            
            
            2,813Gross
                profit
            
            
            2,230
            
            
            
            1,746
            
            
            
            616Operating
                expensesGeneral
                and administrative expenses
            
            
            147
            
            
            
            199
            
            
            
            216Impairment
                of electricity-generating assets
            
            
            -
            
            
            
            119
            
            
            
            158Impairment
                of electricity sales agreements
            
            
            -
            
            
            
            191
            
            
            
            197Total
                operating expenses
            
            
            147
            
            
            
            509
            
            
            
            571Income
                from operations
            
            
            2,083
            
            
            
            1,237
            
            
            
            45Other
                income (expense)Interest
                (expense) income, net
            
            
            (39
            )
            
            
            (5
            )
            
            
            (4
            )Other
                income
            
            
            10
            
            
            
            -
            
            
            
            1,018Total
                other (expense) income, net
            
            
            (29
            )
            
            
            (5
            )
            
            
            1,014Net
                income
            
            $
            2,054
            
            
            $
            1,232
            
            
            $
            1,059
 
  
 
 The
      accompanying notes are an
      integral part of these statements.
  -
          5 -
  Ridgewood
      Maine Hydro Partners, L.P.
 
 STATEMENT
      OF CHANGES IN PARTNERS’
EQUITY
 
 Years
      ended December 31, 2004, 2005 and 2006
 
 
 
 Totalpartners’
                equityPartners’
                equity, January 1, 2004
            
            $
            6,475Cash
                distributions
            
            
            (1,755
            )Net
                income
            
            
            1,059Partners’
                equity, December 31, 2004
            
            
            5,779Cash
                distributions
            
            
            (1,683
            )Net
                income
            
            
            1,232Partners’
                equity, December 31, 2005
            
            
            5,328Cash
                distributions
            
            
            (2,100
            )Net
                income
            
            
            2,054Partners’
equity,
                December 31,
                2006
            
            $
            5,282
 
 
 
 
 The
      accompanying notes are an
      integral part of this statement.
  -
          6 -
  Ridgewood
      Maine Hydro Partners, L.P.
 
 STATEMENTS
      OF CASH
      FLOWS
 
 Year
      ended December 31,
 (in
      thousands)
 
 
 
 2006
            
            
            2005
            
            
            2004Cash
                flows from operating activitiesNet
                income
            
            $
            2,054
            
            
            $
            1,232
            
            
            $
            1,059Adjustments
                to reconcile net income to netcash
                provided by operating activitiesDepreciation
                and amortization
            
            
            869
            
            
            
            853
            
            
            
            866Impairment
                of electricity-generating assets
            
            
            -
            
            
            
            119
            
            
            
            158Impairment
                of electricity sales agreements
            
            
            -
            
            
            
            191
            
            
            
            197Changes
                in operating assets and liabilitiesTrade
                receivables
            
            
            (250
            )
            
            
            (224
            )
            
            
            42Due
                to/from affiliates, net
            
            
            (106
            )
            
            
            331
            
            
            
            (406
            )Other
                current assets
            
            
            9
            
            
            
            (15
            )
            
            
            17Other
                assets
            
            
            -
            
            
            
            (10
            )
            
            
            27Accounts
                payable and accrued expenses
            
            
            414
            
            
            
            140
            
            
            
            (245
            )Total
                adjustments
            
            
            936
            
            
            
            1,385
            
            
            
            656Net
                cash provided by operating activities
            
            
            2,990
            
            
            
            2,617
            
            
            
            1,715Cash
                flows from investing activitiesCapital
                expenditures
            
            
            (1,426
            )
            
            
            (174
            )
            
            
            (29
            )Cash
                flows from financing activitiesRepayments
                of loan payable
            
            
            (28
            )
            
            
            (67
            )
            
            
            (40
            )Cash
                distributions to partners
            
            
            (2,100
            )
            
            
            (1,683
            )
            
            
            (1,755
            )Net
                cash used in financing activities
            
            
            (2,128
            )
            
            
            (1,750
            )
            
            
            (1,795
            )Net
                (decrease) increase in cash
            
            
            (564
            )
            
            
            693
            
            
            
            (109
            )Cash,
                beginning of year
            
            
            770
            
            
            
            77
            
            
            
            186Cash,
                end of year
            
            $
            206
            
            
            $
            770
            
            
            $
            77Supplemental
                disclosure of cash flow information:Cash
                paid during the year forInterest
            
            $
            41
            
            
            $
            5
            
            
            $
            4Supplemental
                disclosure of noncash investing andfinancing
                activities:Vehicles
                acquired under finance agreement
            
            $
            -
            
            
            $
            -
            
            
            $
            148
 
 The
      accompanying notes are an
      integral part of these statements.
  -
          7 -
  Ridgewood
      Maine Hydro Partners, L.P.
 
 NOTES
      TO FINANCIAL
      STATEMENTS
 
 December
      31, 2006
 (dollar
      amounts in thousands)
 
 
 
 NOTE
      A - DESCRIPTION OF
      BUSINESS
 
 On
      August
      15, 1996, Ridgewood Maine Hydro Partners, L.P. was formed as a Delaware limited
      partnership (“Partnership”).  Ridgewood Maine Hydro Corporation, a
      Delaware corporation (“RMHCorp”), is the sole general partner of the Partnership
      and is owned equally by Ridgewood Electric Power Trust IV (“Trust IV”) and
      Ridgewood Electric Power Trust V (“Trust V”), both Delaware business trusts
      (collectively, the “Trusts”).  The Trusts are equal limited partners
      in the Partnership and have a common Managing Shareholder, Ridgewood Renewable
      Power LLC (“RRP”).  The Partnership shall continue to exist until
      December 31, 2046 unless terminated sooner by certain provisions of the
      Partnership Agreement.
 
 On
      December 23, 1996, in a merger transaction, the Partnership acquired 14
      hydroelectric projects located in Maine (the “Maine Hydro Projects”) from CHI
      Energy, Inc. (CHI Energy, Inc. was subsequently acquired by and became a
      subsidiary of Enel North America, Inc.).  Maine Hydro Projects have
      electrical generating capacity of 11.3 megawatts and are operated under contract
      by Ridgewood Power Management LLC (“RPM”), an affiliate of RRP.  The
      electricity generated is sold under long-term electricity sales
      agreements.  All the electricity sales agreements to the Partnership
      are with either Central Maine Power Company (“CMP”) or Bangor Hydro-Electric
      Company (“BHC”).
 
 
 NOTE
      B - SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES
 
 1.    Use
      of
      Estimates
 
 The
      preparation of financial statements in accordance with accounting principles
      generally accepted in the United States of America requires the Partnership
      to
      make estimates and judgments that affect the reported amounts of assets,
      liabilities, revenue and expenses, and related disclosure of contingent assets
      and liabilities.  On an ongoing basis, the Partnership evaluates its
      estimates, including bad debts, recoverable value of property, plant and
      equipment, electricity sales agreements and recordable liabilities for
      litigation and other contingencies.  The Partnership bases its
      estimates on historical experience, current and expected conditions and various
      other assumptions that are believed to be reasonable under the circumstances,
      the results of which form the basis for making judgments about the carrying
      values of assets and liabilities that are not readily apparent from other
      sources.  Actual results may differ from these estimates under
      different assumptions or conditions.
  -
          8 -
  Ridgewood
      Maine Hydro Partners, L.P.
 
 NOTES
      TO FINANCIAL STATEMENTS
      (continued)
 
 December
      31, 2006
 (dollar
      amounts in thousands)
 
 
 
 NOTE
      B
      (continued)
 
 2.    Cash
      and
      Cash Equivalents
 
 The
      Partnership considers all highly liquid investments with maturities when
      purchased of three months or less as cash and cash equivalents.  Cash
      balances with banks as of December 31, 2006 and 2005, exceed insured limits
      by
      approximately $105 and $668, respectively.  As of December 31, 2006
      and 2005, there are no cash equivalents.
 
 3.    Trade
      Receivables
 
 Trade
      receivables are recorded at invoice price in the period in which the related
      revenues are earned and do not bear interest.  No allowance for bad
      debt expense was provided based upon historical write-off experience, evaluation
      of customer credit condition and the general economic status of the
      customer.
 
 4.    Revenue
      Recognition
 
 Power
      generation revenue is recorded in the month of delivery, based on the estimated
      volumes sold to customers at rates stipulated in the related electricity sales
      agreement.  Adjustments are made to reflect actual volumes delivered
      when the actual volumetric information subsequently becomes
      available.  Final billings did not vary significantly from estimates
      during the years ended December 31, 2006, 2005 and 2004.
 
 5.    Impairment
      of Long-Lived Assets and Intangibles
 
 The
      Partnership evaluates the Company’s intangibles assets with definite lives and
      long-lived assets, such as property, plant and equipment, when events or changes
      in circumstances indicate that the carrying value of such assets may not be
      recoverable.  The determination of whether an impairment has occurred
      is made by comparing the carrying value of an asset to the estimated
      undiscounted cash flows attributable to that asset.  If an impairment
      has occurred, the impairment loss recognized is the amount by which the carrying
      value exceeds the estimated fair value of the asset, which is based on the
      estimated future cash flows discounted at the Company’s estimated cost of
      capital.
 
 6.    Property,
      Plant and Equipment
 
 Property,
      plant and equipment, consisting of hydroelectric generation facilities
      (“HEGFs”), equipment, vehicles and construction in progress, are stated at cost
      less accumulated depreciation.
 -
            9 -
  Ridgewood
      Maine Hydro Partners, L.P.
 
 NOTES
      TO FINANCIAL STATEMENTS
      (continued)
 
 December
      31, 2006
 (dollar
      amounts in thousands)
 
 
 
 NOTE
      B
      (continued)
 
 Renewals
      and betterments that increase the useful lives of the assets are
      capitalized.  Repair and maintenance expenditures are expensed as
      incurred.  Upon retirement or disposal of assets, the cost and related
      accumulated depreciation are removed from the balance sheets.  The
      difference, if any, between the net asset value and any proceeds from such
      retirement or disposal is recorded as a gain or loss in the statement of
      operations.
 
 The
      Partnership uses the straight-line method of depreciation over the estimated
      useful lives of the assets:
 
 HEGFs
            30
                – 50 yearsEquipment
            5
                yearsVehicles
            5
                years
 
 7.    Income
      Taxes
 
 No
      provision is made for income taxes in the accompanying financial statements
      as
      the net income (loss) of the Partnership is passed through and included in
      the
      income tax returns of the respective partners.
 
 8.    Reclassifications
 
 Certain
      items in previously issued financial statements have been reclassified for
      comparative purposes.  This had no effect on net income.
  9.    New
        Accounting Standards and
        Disclosures
 In
      June
      2006, the Financial Accounting Standards Board (“FASB”) issued FASB
      Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income
      Taxes,” an interpretation of SFAS No. 109, “Accounting for Income
      Taxes.”  FIN 48 clarifies the accounting for uncertainty in income
      taxes recognized in an enterprise’s financial statements in accordance with SFAS
      No. 109 and prescribes a recognition threshold and measurement attribute for
      the
      financial statement recognition and measurement of a tax position taken or
      expected to be taken in a tax return.  FIN 48 also provides guidance
      on derecognition, classification, interest and penalties, accounting in interim
      periods, disclosure and transition.  FIN 48 will be effective for the
      Partnership beginning January 1, 2007.  The Partnership does not
      believe that the adoption of FIN 48 will have a material impact on its financial
      statements.
  -
          10 -
  Ridgewood
      Maine Hydro Partners, L.P.
 
 NOTES
      TO FINANCIAL STATEMENTS
      (continued)
 
 December
      31, 2006
 (dollar
      amounts in thousands)
 
 
 
 NOTE
      B
      (continued)
 
 In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” to
      define fair value, establish a framework for measuring fair value in accordance
      with accounting principles generally accepted in the United States of America
      (“GAAP”) and expand disclosures about fair value measurements.  SFAS
      No. 157 requires quantitative disclosures using a tabular format in all periods
      (interim and annual) and qualitative disclosures about the valuation techniques
      used to measure fair value in all annual periods.  SFAS No. 157 will
      be effective for the Partnership beginning January 1, 2008.  The
      Partnership is currently evaluating the impact of adopting SFAS
      No. 157.
 
 In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities.”  SFAS No. 159 expands
      opportunities to use fair value measurements in financial reporting and permits
      entities to choose to measure many financial instruments and certain other
      items
      at fair value.  SFAS No. 159 will be effective for the Partnership on
      January 1, 2008.  The Partnership is currently evaluating the impact
      of adopting SFAS No. 159 on its financial statements.
 
 
 NOTE
      C - IMPAIRMENT OF LONG-LIVED
      ASSETS AND INTANGIBLES
 
 The
      Partnership performed impairment assessments for each of the years ended
      December 31, 2005 and 2004, and noted that the carrying value exceeded the
      estimated fair value of the asset in 2005 and 2004.  As a result, the
      Partnership recorded impairments of property, plant and equipment of $119 and
      $158 and impairments of electricity sales agreements of $191 and $197 for the
      years ended December 31, 2005 and 2004, respectively.  For the year
      ended December 31, 2006, there were no triggering events and the Partnership
      did
      not perform an impairment assessment.
  -
          11 -
  Ridgewood
      Maine Hydro Partners, L.P.
 
 NOTES
      TO FINANCIAL STATEMENTS
      (continued)
 
 December
      31, 2006
 (dollar
      amounts in thousands)
 
 
 
 NOTE
      D - PROPERTY, PLANT AND
      EQUIPMENT
 
 At
      December 31, 2006 and 2005, property, plant and equipment at cost and
      accumulated depreciation were:
 
 2006
            
            
            2005HEGFs
            
            $
            3,057
            
            
            $
            1,476Equipment
            
            
            71
            
            
            
            76Vehicles
            
            
            152
            
            
            
            147Construction
                in progress
            
            
            -
            
            
            
            1553,280
            
            
            
            1,854Less
                accumulated depreciation
            
            
            (622
            )
            
            
            (457
            )$
            2,658
            
            
            $
            1,397
 
 For
      the
      years ended December 31, 2006, 2005 and 2004, the Partnership recorded
      depreciation expense of $165, $79 and $56, respectively, which is included
      in
      cost of revenues.
 
 
 NOTE
      E - ELECTRICITY SALES
      AGREEMENTS
 
 At
      December 31, 2006 and 2005, the gross and net amounts of intangible assets
      were:
 
 2006
            
            
            2005Electricity
                sales agreements - gross
            
            $
            11,514
            
            
            $
            11,514Less
                accumulated amortization expense
            
            
            (9,531
            )
            
            
            (8,827
            )Electricity
                sales agreements - net
            
            $
            1,983
            
            
            $
            2,687
 
 A
      portion
      of the purchase price of the Maine Hydro Projects was assigned to the
      electricity sales agreements and is being amortized over the duration of the
      contracts (11 to 21 years) on a straight-line basis.  During the years
      ended December 31, 2006, 2005 and 2004, the Partnership recorded amortization
      expense of $704, $774 and $810, respectively, which is included in cost of
      revenues.
  -
          12 -
  Ridgewood
      Maine Hydro Partners, L.P.
 
 NOTES
      TO FINANCIAL STATEMENTS
      (continued)
 
 December
      31, 2006
 (dollar
      amounts in thousands)
 
 
 
 NOTE
      E
      (continued)
 
 The
      Partnership expects to record amortization expense during the next five years
      as
      follows:
  
 Year
                ended December
                31,2007
            
            $
            7022008
            
            
            5412009
            
            
            1012010
            
            
            1012011
            
            
            101
 
 
 NOTE
      F - LOANS
      PAYABLE
 
 During
      2004, the Partnership entered into various loan agreements aggregating $148
      at
      terms of two to four years and interest rates from 4.99% to 6.99% for the
      purchase of vehicles.  Payments of principal and interest are made
      monthly.  Following is the summary of the loans payable at December
      31, 2006 and 2005:
 
 2006
            
            
            2005Loans
                payable
            
            $
            12
            
            
            $
            40Less
                current portion
            
            
            (7
            )
            
            
            (28
            )Total
                noncurrent portion
            
            $
            5
            
            
            $
            12
 
 Remaining
      scheduled repayments of the loans payable at December 31, 2006 are as
      follows:
 
 Year
                ended December
                31,2007
            
            $
            72008
            
            
            5$
            12
 
  -
          13 -
  Ridgewood
      Maine Hydro Partners, L.P.
 
 NOTES
      TO FINANCIAL STATEMENTS
      (continued)
 
 December
      31, 2006
 (dollar
      amounts in thousands)
 
 
 
 NOTE
      G - LEASE
      COMMITMENTS
 
 The
      Partnership leases land on the sites of two of its projects under non-cancelable
      operating leases expiring in June 2078.  In the case of the Upper
      Barker project, both the expected life of the project and the term of the ground
      lease associated with the project extend for a significant period beyond the
      termination date of the Partnership.  Management believes that, prior
      to the termination of the Partnership, it will have ample opportunity to provide
      for the ownership of the project and the satisfaction of the lease obligation
      during the period following the termination of the Partnership.  Total
      annual payments are the greater of $18 adjusted annually by CPI or a percentage
      of the revenue generated from the hydroelectric project.  At December
      31, 2006, the future minimum rental payments required under these leases are
      as
      follows:
 
 Year
                ended December
                31,2007
            
            $
            182008
            
            
            182009
            
            
            182010
            
            
            182011
            
            
            18Thereafter
            
            
            1,225$
            1,315
 
 Rent
      expense pursuant to these agreements for the years ended December 31, 2006,
      2005
      and 2004 was $163, $168 and $80, respectively.
 
 
 NOTE
      H - FAIR VALUE OF FINANCIAL
      INSTRUMENTS
 
 At
      December 31, 2006 and 2005, the carrying value of the Partnership’s cash and
      cash equivalents, trade receivables, due to/from affiliates, accounts payable
      and accrued expenses and loans payable approximates their fair
      value.  The fair value of the letter of credit does not differ
      materially from its carrying value.
  -
          14 -
  Ridgewood
      Maine Hydro Partners, L.P.
 
 NOTES
      TO FINANCIAL STATEMENTS
      (continued)
 
 December
      31, 2006
 (dollar
      amounts in thousands)
 
 
 
 NOTE
      I - MANAGEMENT
      AGREEMENT
 
 Following
      their purchase by the Partnership, the Maine Hydro Projects were operated by
      a
      subsidiary of Enel North America, Inc. (“Enel Subsidiary”) under an Operation,
      Maintenance and Administrative Agreement (“OM&A Agreement”) dated December
      23, 1996 and expiring on June 30, 2006.  Under the terms of the
      OM&A Agreement, the Enel Subsidiary agreed to provide certain services to
      the Partnership and the Partnership agreed to pay the Enel Subsidiary (i) a
      fixed fee for certain administration and management services, (ii) an amount
      for
      certain services at hourly rates for actual hours worked by the Enel Subsidiary
      employees and (iii) an amount equal to the out-of-pocket expenses incurred
      by
      the Enel Subsidiary in performing the services specified in the OM&A
      Agreement.
 
 The
      fixed
      fee for administration and management services was adjusted on June 30 of each
      year for inflation.
 
 In
      early
      2004, a dispute arose with respect to the services performed by the Enel
      Subsidiary pursuant to the OM&A Agreement.  On April 30, 2004, the
      Partnership and the Enel Subsidiary agreed to a settlement of the dispute under
      which: (a) the OM&A Agreement was terminated effective April 30, 2004
      without further obligation or liability, (b) the Enel Subsidiary agreed to
      pay
      $500 in damages to the Partnership, and (c) the Enel Subsidiary agreed to cancel
      $405 in outstanding amounts owed by the Partnership to the Enel Subsidiary
      at
      the time of the settlement.  In 2004, the Partnership recognized the
      $500 in damages and the $405 in cancelled liabilities as other income in the
      statements of operations.
 
 
 NOTE
      J - RELATED PARTY
      TRANSACTIONS
 
 Effective
      May 1, 2004, pursuant to an Operating Agreement with the Partnership (the
“Operating Agreement”), RPM began to provide management, purchasing,
      engineering, planning and administrative services to the
      Partnership.  RPM charges the Partnership at its cost for these
      services and for the allocable amount of certain overhead
      items.  Allocations of costs are on the basis of identifiable direct
      costs, time records or in proportion to amounts invested in projects managed
      by
      RPM.  During the years ended December 31, 2006, 2005 and 2004, RPM
      charged the Partnership $375, $349 and $354, respectively (included in cost
      of
      revenues in the statements of income) for overhead items allocated in proportion
      to the amount invested in projects managed.  RPM also charged the
      Partnership for all direct operating and nonoperating expenses incurred during
      the periods under the term of the Operating Agreement.  These charges
      may not be indicative of costs incurred if the Partnership were not operated
      by
      RPM.
 
 
  -
          15 -
  Ridgewood
      Maine Hydro Partners, L.P.
 
 NOTES
      TO FINANCIAL STATEMENTS
      (continued)
 
 December
      31, 2006
 (dollar
      amounts in thousands)
 
 
 
 NOTE
      J
      (continued)
 
 Additionally,
      the Partnership records noninterest-bearing advances from and due to other
      affiliates in the ordinary course of business.  At December 31, 2006
      and 2005, the Partnership had outstanding payables and receivables, with the
      following affiliates:
 
 Due
                from at
            
            
            Due
                to atDecember
                31,
            
            
            December
                31,2006
            
            
            2005
            
            
            2006
            
            
            2005RPM
            
            $
            -
            
            
            $
            -
            
            
            $
            279
            
            
            $
            284Trust
                IV
            
            
            -
            
            
            
            -
            
            
            
            23
            
            
            
            73Trust
                V
            
            
            6
            
            
            
            -
            
            
            
            -
            
            
            
            44Other
                affiliates
            
            
            1
            
            
            
            -
            
            
            
            -
            
            
            
            -$
            7
            
            
            $
            -
            
            
            $
            302
            
            
            $
            401
 
 
 NOTE
      K - COMMITMENTS AND
      CONTINGENCIES
 
 For
      the
      years ended December 31, 2006, 2005 and 2004, the Partnership sold all of its
      electrical output to two public utility companies, CMP and BHC, pursuant to
      long-term electricity sales agreements.  The Partnership has twelve
      contracts with CMP, of which one expires in July 2007 and eleven expire in
      December 2008.  Each has provisions for renewal or extension subject
      to agreement of both parties.  The Partnership has two electricity
      sales agreements with BHC, which expire in December 2014 and February
      2017.  The Partnership is required to maintain a standby letter of
      credit in the amount of $99 under the long-term electricity sales agreements,
      which is provided under and collateralized by an RRP line of credit
      facility.
 
 The
      Partnership is subject to legal proceedings involving ordinary and routine
      claims related to its business.  The ultimate legal and financial
      liability with respect to such matters cannot be estimated with certainty and
      requires the use of estimates in recording liabilities for potential litigation
      settlements.  Estimates for losses from litigation are disclosed if
      considered reasonably possible and accrued if considered probable after
      consultation with outside counsel.  If estimates of potential losses
      increase or the related facts and circumstances change in the future, the
      Partnership may be required to record additional litigation
      expense.
 
  -
      16 -