**LIMITED
      LIABILITY COMPANY AGREEMENT**




**OF**




**RIDGEWOOD
      NEAR EAST HOLDINGS LLC**




This
      Limited Liability Company Agreement of Ridgewood Near East Holdings LLC (the
      "LLC") is made effective as of September 30, 1999, by and between Ridgewood
      Electric Power Trust V, a Delaware business trust and The Ridgewood Power Growth
      Fund, a Delaware business trust (individually, a "Member" and collectively,
      the
      "Members"), the initial members of the LLC in accordance with the provisions
      hereof and whose names are set forth as Members on Schedule
      A hereto.




WHEREAS,
      the LLC has been formed as a limited liability company under the New Jersey
      Limited Liability Company Act (as amended from time to time, the "Act") on
      September 30, 1999; and




WHEREAS,
      the parties wish to set forth their understanding with respect to, among
      other things,
      the management of the business and affairs of the LLC, the allocation of profits
      and losses among the Members, the respective rights and obligations of the
      Members to each other and to the LLC, and certain other matters,




NOW,
      THEREFORE, in consideration of the mutual covenants expressed herein,
      the Members
      hereby agree as follows:




ARTICLE
      I




**ORGANIZATION
      AND POWERS**




1.01 Organization. The LLC
      has been formed by the filing of its Certificate of Formation with the New
      Jersey Secretary of State pursuant to the Act. The original Certificate of
      Formation states that the registered agent and registered office of the LLC
      in
      New Jersey shall initially be The Corporation Trust Company, 820 Bear Tavern
      Road, West Trenton, New Jersey 08628. The Certificate of Formation may be
      restated by the Manager (as hereinafter defined) as provided in the Act or
      amended by the Manager with respect to the address of the registered office
      of
      the LLC in New Jersey and the name and address of its registered agent in New
      Jersey or to make corrections required by the Act. Other additions to or
      amendments of the Certificate of Formation shall be authorized by the Members
      as
      provided in Section 2.05. The Certificate of Formation as so amended from time
      to time is referred to herein as the "Certificate".




1.02 Purposes
      and Powers. The LLC
      shall have authority to engage in any lawful business, purpose or activity
      permitted by the Act, and it shall possess and may exercise all of the powers
      and privileges granted by the Act or which may be exercised by any person,
      together with any powers incidental thereto, so far as such powers or privileges
      are necessary or convenient to the conduct, promotion or attainment of the
      business purposes or activities of the LLC.










1.03 Principal
      Place of Business. The
      principal office and place of business of the LLC shall initially be c/o
      Ridgewood Power LLC, 947 Linwood Avenue, Ridgewood, New Jersey 07450. After
      giving notice to the Members, the Manager may change the principal office or
      place of business of the LLC at any time and may cause the LLC to establish
      other offices or places of business.




1.04 Fiscal
      Year. The
      fiscal year of the LLC shall end on December 31 in each year.




1.05 Qualification
      in Other Jurisdictions. The
      Manager shall cause the LLC to be qualified or registered under applicable
      laws
      of any jurisdiction in which the LLC transacts business and shall be authorized
      to execute, deliver and file any certificates and documents necessary to effect
      such qualification or registration, including without limitation,
      the




appointment
      of agents for service of process in such jurisdictions.




ARTICLE
      II **MEMBERS**




2.01 Members. The
      Members shall hold interests in the LLC ("Membership Interests") in proportion
      to the Contributions, as defined in Section 6.02 of this Agreement, made to
      the
      LLC by the Members under Section 6.02. The Members' Membership Interests may
      change from time to time and shall be based upon the proportionate Contributions
      made to the LLC by the Members as of any point in time. The initial Members
      of
      the LLC and their addresses shall be listed on Schedule
      A and said
      schedule shall be amended from time to time by the Manager to reflect the
      withdrawal of Members of the admission of additional Members pursuant to this
      Agreement. The Members shall constitute a single class or group of members
      of
      the LLC for all purposes of the Act, unless otherwise explicitly provided
      herein. The Manager shall notify the Members of changes in Schedule
      A, which
      shall constitute the record list of the Members for all purposes of this
      Agreement.




2.02 Admission
      of New Members. Additional persons may be admitted to the LLC as Members and may participate
      in
      the profits, losses, distributions, allocations and capital contributions of
      the
      LLC upon such terms as are established by the Manager, but only with the consent
      of Members holding a majority of the Membership Interests. New Members shall
      be
      admitted at the time when all conditions to their admission have been satisfied,
      as determined by the Manager.




2.03 Meetings
      of Members.




(a)  Meetings
      of Members may be called for any proper purpose at any time by the Manager
      or
      Members holding a majority of the Membership Interests. The Manager or the
      Members calling the meeting shall determine the date, time and place of each
      meeting of Members,
      and written notice thereof shall be given by the Manager to each Member not
      less
      than seven
      (7) days or more than thirty (30) days prior to the date of the meeting. Notice
      shall be sent










to
      Members of record on the date when the meeting is called. The business of each
      meeting of Members shall be limited to the purposes described in the notice.
      A
      written waiver of notice, executed before or after a meeting by a Member or
      its
      authorized attorney and delivered to the Manager shall be deemed equivalent
      to
      notice of the meeting.




(b)  Persons
      holding a majority of the Membership Interests shall constitute a quorum for
      the
      transaction of any business at a meeting of Members. Members may attend a
      meeting in person or by proxy. Members may also participate in a meeting by
      means of conference telephone or similar communications equipment that permits
      all Members present to hear each other. If less than a quorum of the Members
      is
      present, the meeting may be adjourned by the chairman to a later date, time
      and
      place, and the meeting may be held as adjourned without further notice. When
      an
      adjourned meeting is reconvened, any business may be transacted that might
      have
      been transacted at the original meeting.




(c)  The
      Manager shall make available at any meeting of Members and for a period of
      ten
      (10) days prior thereto a complete list of Members entitled to vote at such
      meeting or any adjournment thereof. The list shall reflect the current names
      and
      addresses of each Member and their Membership Interests and shall be subject
      to
      inspection by any Member at the meeting and during the ten-day period prior
      thereto at the principal office of the LLC.




(d)  A
      chairman selected by the Manager shall preside at all meetings of the Members
      unless the Members elect from the Membership a chairman of the meeting. The
      chairman shall determine the order of business and the procedures to be followed
      at each meeting of Members.




2.04 Action
      Without a Meeting. Any
      action required or permitted to be taken at any meeting of Members may be taken
      without a meeting if one or more written consents to such action shall be signed
      by the holders of the amount of Membership Interests required to approve the
      action being taken. Such written consents shall be delivered to the Manager
      at
      the principal office of the LLC and, unless otherwise specified, shall be
      effective on the date when the first consent is so delivered. The Manager shall
      give prompt notice to all members who did not consent to any action taken by
      written consent of Members without a meeting.




2.05 Voting
      Rights. Unless
      otherwise required by the Act, or this Agreement, all actions, approvals and
      consents to be taken or given by the Members under the Act, this Agreement
      or otherwise shall require the affirmative vote or written consent of Members
      holding a
      majority of the Membership Interests.




2.06 Limitation
      of Liability of Members. Except
      as otherwise provided in the Act, no Member
      of
      the LLC shall be obligated personally for any debt, obligation or liability
      of
      the LLC or of
      any other Member, whether arising in contract, tort or otherwise, solely by
      reason of being a Member of the LLC. Except as otherwise provided in the Act,
      by
      law or expressly in this




Agreement,
      no Member shall have any fiduciary or other duty to another Member with respect
      to the
      business and affairs of the LLC, and no Member shall be liable to the LLC or
      any
      other










Member
      for acting in good faith reliance upon the provisions of this Agreement. No
      Member shall have any responsibility to restore any negative balance in its
      Capital Account (as defined in Section 6.01) or to contribute to or in respect
      of the liabilities or obligations of the LLC or return distributions made by
      the
      LLC except as required by the Act or other applicable law; provided, however,
      that Members are responsible for their failure to make required Contributions
      under Section 6.02. The failure of the LLC to observe any formalities or
      requirements relating to the exercise of its powers or the management of its
      business or affairs under this Agreement or the Act shall not be grounds for
      making its Members or Manager responsible for the liabilities of the
      LLC.




2.07 Authority. Unless
      specifically authorized by the Manager, no Member that is not the Manager shall
      be an agent of the LLC or have any right, power or authority to act for or
      to
      bind the LLC or to undertake or assume any obligation or responsibility of
      the
      LLC or of any other Members.




2.08 No
      Right to Withdraw. No
      Member shall have any right to resign or withdraw from
      the
      LLC without the consent of the Manager or to receive any distribution or the
      repayment of its
      capital contribution except as provided in Section 7.02 and Article IX upon
      dissolution and liquidation of the LLC.




2.09 Rights
      to Information. Members
      shall have the right to receive from the Manager upon request a copy of the
      Certificate and this Agreement, as amended from time to time, and such other
      information regarding the LLC as is required by the Act, subject to reasonable
      conditions and standards established by the Manager, as permitted by the Act,
      which may include, without limitation, withholding or restrictions on the use
      of
      confidential information.




2.10 No
      Appraisal Rights. No
      Member shall have any right to have its interest in the LLC appraised and paid
      out under the circumstances provided in Section 18-210 of the Act, or under
      any
      other circumstance.




ARTICLE
      III




MANAGEMENT




3.01 Manager. Ridgewood Management Corporation is hereby appointed to serve as the initial
      Manager of the LLC. The name and address of the Manager shall be listed on Schedule
      A and said
      schedule shall be amended from time to time by the Manager to reflect
      the resignation or removal of the Manager or the appointment of a new or additional
      Manager pursuant to this Agreement.




3.02 Election
      and Qualification. The
      Members hereby fix the number of Managers at one (1). The Manager may, but
      is
      not required, to be a Member, and shall hold office for the term specified
      by
      the Members or until its successor is chosen and qualified, or upon its earlier
      resignation or removal.










3.03 Powers
      and Duties of the Manager. The
      business and affairs of the LLC shall be conducted by or under the direction
      of
      the Manager, who shall have and may exercise on behalf of the LLC all of its
      rights, powers, duties and responsibilities under Section 1.02 or as provided
      by
      law. Any action taken by the Manager, and the signature of the Manager on any
      agreement,




contract,
      instrument or other document on behalf of the LLC, shall be sufficient to bind
      the LLC and shall conclusively evidence the authority of that the Manager and
      the LLC with respect thereto.




3.04 Reliance
      by Third Parties. Any
      person may rely upon a certificate signed by the Manager as to (i) the identity
      of the Manager or Members; (ii) any factual matters relevant to the affairs
      of
      the LLC; (iii) the persons who are authorized to execute and deliver any
      document on behalf of the LLC; or (iv) any action taken or omitted by the LLC,
      the Manager or any Member.




3.05 Resignation
      and Removal. The
      Manager may resign upon providing at least sixty (60) days notice to the Members
      (unless notice is waived by them) and may be removed at any time with or without
      cause by the Members holding a majority of the Membership Interests, upon five
      (5) days prior notice to the Manager being removed. The Members may increase
      or
      decrease the number of managers at any time and appoint one or more additional
      manager in the event of an increase. Any vacancy in the office of Manager shall
      be filled by the Members.




3.06 Compensation. The
      Manager shall receive such compensation for its services and benefits
      as may be approved from time to time by the Members either specifically or
      as
      part of an annual
      budget or operating plan of the LLC. In addition, the Manager shall be entitled
      to reimbursement for out-of-pocket expenses incurred by it in managing and
      conducting the business and affairs of the LLC.




3.07 Meetings
      and Action of Manager. Unless
      otherwise determined by the Members, all action to be taken by the Manager
      of
      the LLC shall be taken by written consent of the Manager. The Manager shall
      not
      be required to hold a meeting in order to take action on any
      matter.




3.08 Limitation
      of Liability of Manager. The
      Manager shall not be obligated personally
      for any debt, obligation or liability of the LLC or of any Member, whether
      arising in contract, tort or otherwise, solely by reason of being or acting as Manager
      of
      the LLC. The Manager shall not be personally liable to the LLC or to its Members
      for acting in good faith reliance
      upon the provisions of this Agreement, or for breach of any fiduciary or other
      duty that does not
      involve (i) a breach of the duty of loyalty to the LLC or its Members; (ii)
      acts
      or omissions not in good faith or which involve intentional misconduct or a
      knowing violation of law; or (iii) a transaction from which the Manager derived
      an improper personal benefit.










ARTICLE **IV**




**INDEMNIFICATION**




4.01 Right
      to Indemnification. Except
      as limited by law and subject to the provisions of this Article, the LLC shall
      indemnify the Manager against all expenses incurred by it in connection with
      any
      proceeding in which the Manager is involved as a result of serving in such capacity,
      except that no indemnification shall be provided for the Manager regarding
      any
      matters as to
      which its liability is not limited under Section 3.08 or with respect to a
      criminal matter, in which it had reasonable cause to believe that its conduct
      was unlawful. Subject to the foregoing limitations, such indemnification may
      be
      provided by the LLC with respect to a proceeding in which it is claimed that
      the
      Manager received an improper personal benefit by reason of its position,
      regardless of whether the claim arises out of the Manager's service in such
      capacity, except for matters as to which it is finally determined that an
      improper personal benefit was received by the Manager.




4.02 Award
      of Indemnification. The
      determination of whether the LLC is authorized to indemnify the Manager
      hereunder and any award of indemnification shall be made in each case by the
      holders of a majority of the Membership Interests of the Members. The LLC shall
      be obligated to pay indemnification applied for by the Manager unless there
      is
      an adverse determination (as provided above) within forty-five (45) days after
      the application. If indemnification is denied, the applicant may seek an
      independent determination of its right to indemnification by a court, and in
      such event, the LLC shall have the burden of proving that the applicant was
      ineligible for indemnification under this Article. Notwithstanding the
      foregoing, in the case of a proceeding by or in the right of the LLC in which
      the Manager is adjudged liable to the LLC, indemnification hereunder shall
      be
      provided to the Manager only upon a determination by a court having jurisdiction
      that in view of all the circumstances of the case, the Manager is fairly and
      reasonably entitled to indemnification for such expenses as the court shall
      deem
      proper.




4.03 Successful
      Defense. Notwithstanding any contrary provisions of this Article IV, if the Manager
      has
      been wholly successful on the merits in the defense of any proceeding in which
      it was involved by reason of its position as the Manager or as a result of
      serving in such capacity
      (including termination of investigative or other proceeding without a finding
      of
      fault on the part
      of the Manager), the Manager shall be indemnified by the LLC against all
      expenses incurred by the Manager in connection therewith.




4.04 Advance
      Payments. Except
      as limited by law, expenses incurred by the Manager in defending any proceeding,
      including a proceeding by or in the right of the LLC, shall be paid by the
      LLC
      to the Manager in advance of final disposition of the proceedings upon receipt
      of its written undertaking to repay such amount of the Manager is determined
      pursuant to this Article or adjudicated to be ineligible for indemnification,
      which undertaking shall be an unlimited general obligation but need not be
      secured and may be accepted without regard to the financial ability of the
      Manager to make repayment; provided, however, that no such advance payment
      of










expenses
      shall be made if it is determined pursuant to Section 4.02 of this Article
      on
      the basis of the
      circumstances known at the time (without further investigation) that the Manager
      is ineligible for
      indemnification.




4.05 Definitions. For
      purposes of this Article:




"Manager"
      includes (i) a person serving as an officer of the LLC or in a similar executive
      capacity appointed by the Manager and exercising rights and duties delegated
      by
      the Manager; (ii) any director, officer or senior employee of the Manager;
      (iii)
      a person serving at the request of the LLC as a director, manager, officer,
      employee or other agent of another organization; and (iv) any person who
      formerly served in any of the foregoing capacities;




"expenses"
      means all expenses, including attorneys' fees and disbursements, actually
      and reasonably incurred in defense of a proceeding or in seeking
      indemnification under
      this Article, and except for proceedings by or in the right of the LLC or
      alleging that the Manager received an improper personal benefit, any judgments,
      awards, fines, penalties and reasonable amounts paid in settlement of a
      proceeding; and




"proceeding"
      means any threatened, pending or completed action, suit or proceeding, whether
      civil, criminal, administrative or investigative, and any claim which could
      be
      the subject of a proceeding.




4.06 Insurance. The LLC
      shall have the power to purchase and maintain insurance on behalf of any
      Manager, officer, agent or employee against any liability or cost incurred
      by
      such person in any such capacity or arising out of its status as such, whether
      or not the LLC would have power to indemnify against such liability or
      cost.




4.07 Employee
      Benefit Plan. If the
      LLC or the Manager sponsors or undertakes any responsibility as a fiduciary
      with
      respect to an employee benefit plan, then for purposes of this Article (i)
      "Manager" shall be deemed to include the Manager or any officer of the LLC
      who
      serves at its request in any capacity with respect to said plan, (ii) the
      Manager or officer shall not be deemed to have failed to act in good faith
      or in
      the reasonable belief that its action was in the best interests of the LLC
      if
      the Manager or officer acted in good faith and in the reasonable belief that
      its
      action was in the best interests of the participants or beneficiaries of said
      plan, and (iii) "expenses" shall be deemed to include any taxes or penalties
      imposed upon the Manager or officer with respect to said plan under applicable
      law.




4.08 Heirs
      and Personal Representatives. The
      indemnification provided by this Article shall inure to the benefit of the
      heirs
      and personal representatives of each Manager.










4.09 Non-Exclusivity.  *The* provisions
      of this Article shall not be construed to limit the power *of* the
      LLC
      to indemnify its Manager, Members, or officers, employees or agents thereof
      to
      the full extent permitted by law or to enter into specific agreements,
      commitments or arrangements for indemnification permitted by law. The absence
      of
      any express provision for indemnification herein shall not limit any right
      of
      indemnification existing independently of this Article.




4.10 Amendment. The
      provisions of this Article IV may be amended or repealed in accordance with
      Section 10.05; however, no amendment or repeal of such provisions that adversely
      affects the rights of the Manager under this Article IV with respect to its
      acts
      or omissions at any time prior to such amendment or repeal shall apply to the
      Manager without its consent.




**ARTICLE
      V**




**CONFLICTS
      OF INTEREST**




5.01 Transactions
      with Interested Persons. Unless
      entered into in bad faith, no contract or transaction between the LLC and its
      Manager or Members, or between the LLC and any other corporation, partnership,
      association or other organization in which one or more of its Manager or Members
      have a financial interest or are directors, partners, Manager or officers,
      shall
      be voidable solely for this reason or solely because the Manager or Member
      was
      present or participated in the authorization of such contract or transaction
      if:




(a)  the
      material facts as to the relationship or interest of the Manager or Member
      and
      as to the contract or transaction were disclosed or known to the Members and
      the
      contract or transaction was authorized by the disinterested Members;
      or




(b)  the
      contract or transaction was fair to the LLC as of the time it was authorized,
      approved or ratified by the disinterested Members;




and
      no
      Manager or Member interested in such contract or transaction, because of such
      interests, shall be considered to be in breach of this Agreement or liable
      to
      the LLC, the Manager or any Member, or any other person or organization for
      any
      loss or expense incurred by reason of such contract or transaction or shall
      be
      accountable for any gain or profit realized from such contract or
      transaction.




5.02 Outside
      Business. The
      Manager or any Member may engage or have an interest in
      other
      business ventures which are similar to or competitive with the business of
      the
      LLC, and the
      pursuit of such ventures, even if competitive, shall not be deemed wrongful
      or
      improper to give the LLC, its Manager or the other Members any rights with
      respect thereto. Neither the Manager nor any Member shall be obligated to
      present an investment opportunity to the LLC even if it is similar to or
      consistent with the business of the LLC, and such Member or Manager










shall
      have a right to take for their own account or recommend to others any such
      investment opportunity.




ARTICLE **VI**




**CAPITAL
      ACCOUNTS AND CONTRIBUTIONS**




6.01 Capital
      Accounts. The LLC
      shall establish a capital account ("Capital Account") for each Member and shall
      maintain each Capital Account according to the following rules:




(a)  A
      separate Capital Account shall be maintained for each Member in accordance
      with
      Section 1.704-1(b)(2)(iv) of the U.S. Treasury Regulations (the "Regulations"),
      and this Section 6.01 shall be interpreted and applied in a manner consistent
      with said Section of the Regulations;




(b)  Each
      Member's Capital Account shall be credited for cash contributions and for the
      value of non-cash contributions as determined pursuant to Section 6.02
      hereof;




(c)  The
      LLC
      shall adjust the Capital Accounts of its Members to reflect revaluations of
      the
      LLC property whenever the adjustment would be permitted under Regulations
      Section 1.704-1(b)(2)(iv)(f). In the event that the Capital Accounts of the
      Members are so adjusted, (i) the Capital Accounts of the Members shall be
      adjusted in accordance with Regulations Section 1.704-1(b)(2)(iv)(g) for
      allocations of depreciation, depletion, amortization and gain or loss, as computed
      for book purposes, with respect to such property and (ii) the Members' allocable
      shares of
      depreciation, depletion, amortization and gain or loss, as computed for tax
      purposes, with respect to such property shall be determined so as to take
      account of the variation between the adjusted tax basis and book value of such
      property in the same manner as under Section 704(c) of the Internal Revenue
      Code
      of 1986, as amended from time to time (the "Code"). In the event that Code
      Section 704(c) applies to LLC property, the Capital Accounts of the Members
      shall be adjusted in accordance with Regulations Section 1.704-1(b)(2)(iv)(g)
      for allocations of depreciation, depletion, amortization and gain and loss,
      as
      computed for book purposes, with respect to such property. In applying clause
      (ii) of the second preceding sentence and all of the preceding sentence, the
      provisions of Code Section 704(b) shall apply.




(d)  The
      Capital Accounts shall be maintained for the sole purpose of accounting for
      allocations of income, gain, loss and deduction among, and distributions to,
      the
      Members. The amount of all distributions to Members shall be determined pursuant
      to Sections 7.01 and 7.02. Allocations
      of profits and losses among Members shall be determined pursuant to Section
      7.04.




6.02 Contributions. The
      Members may make contributions to the capital of the LLC in amounts requested
      and determined by the Manager at such times as the Manager may determine
      ("Contributions"). No Member shall be required to make any Contributions to
      the
      LLC and no Member shall be subject to any penalties or damages for failure
      to
      make any Contributions, although Membership *interests* shall
      always be proportionate to actual Contributions. All










Contributions
      shall be paid in cash unless otherwise agreed to by the Members. The LLC may
      borrow from its Members as well as from banks or other lending institutions
      to
      finance its working capital or the acquisition of assets upon such terms and
      conditions as shall be approved by the Manager, and any borrowing from Members
      shall not be considered Contributions or reflected in their Capital Accounts.
      The value of all non-cash Contributions made by Members shall be agreed upon
      by
      the Members. No Member shall be entitled to any interest or compensation with
      respect to its Contribution or any services rendered on behalf of the LLC except
      as specifically provided in this Agreement or approved by the Manager. No Member
      shall have any liability for the repayment of the Contribution of any other
      Member and each Member shall look only to the assets of the LLC for return
      of
      its Contribution.




**ARTICLE
      VII**




**DISTRIBUTIONS
      AND ALLOCATIONS**




7.01 Distribution
      of LLC Funds. Except
      as otherwise provided in this Article VII, all funds
      and
      assets of the LLC which are determined by the Manager to be available for
      distribution at any
      point in time shall be distributed to the Members in proportion to their
      Membership Interests at that time. No Member shall be entitled to any
      distribution or payment with respect to its interest in the LLC upon the
      resignation or withdrawal of such Member except to the extent that the LLC
      exercises its option to purchase the interest of such Member under Section
      9.04.
      Distributions may be limited and repayable as provided in the Act.




7.02 Distribution
      Upon Dissolution. Proceeds
      from a sale or liquidation of all or substantially all of the assets of the
      LLC
      and amounts available upon dissolution, after payment of, or adequate provision
      for, the debts and obligations of the LLC, including the expenses of its
      liquidation and dissolution, and liabilities to its Manager or Members, if
      any,
      other than liabilities to Members for distributions, shall be distributed to
      the
      Members in proportion to their Membership Interests.




7.03 Allocation
      of Profits and Losses. All
      items of LLC income, gain, loss and deduction as determined for book purposes
      shall be allocated among the Members and credited or debited to their respective
      Capital Accounts in proportion to the Members' Membership Interests during
      the
      relative accounting period and in accordance with Regulations Section
      1.704-1(b)(2)(iv), so as to ensure to the maximum extent possible (i) that
      such
      allocations satisfy the economic effect equivalence test of Regulations Section
      1.704-1(b)(2)(ii) and (ii) that all allocations of items that cannot have
      economic effect (including credits and nonrecourse deductions) are allocated
      to
      the Members in accordance with their economic interest in the LLC as provided
      in
      Regulations Section 1.704-1(b)(3).




7.04 Tax
      Allocations. For each
      Fiscal Year, each item of income, gain, loss or deduction as calculated for
      federal and state income tax purposes shall be allocated among the Members
      so as
      to appropriately reflect allocations of income, gain, loss and deduction
      as










determined
      for book purposes pursuant to Section 7.03 hereof. Unless otherwise required
      by
      the Code,
      the
      "traditional method" without "curative allocations" provided for in Regulations
      Section 1.704-3(b) shall apply to all income tax allocations governed by Section 704(c)
      of the Code and all "reverse Section 704(c) allocations" pursuant to Regulations
      Section 1.704-1(b)(2)(iv)(f).




**ARTICLE
      VIII**




**TRANSFERS
      OF INTERESTS**




8.01 General
      Restrictions on Transfer. No
      Member may assign, transfer, pledge or grant a security interest in all or
      any
      part of its interest in the LLC except as provided in Section 8.05 or with
      the
      prior written approval of the Manager. The *LLC* and
      its
      Manager and Members shall be entitled to treat the record owner of an interest
      in the LLC as the absolute owner thereof in
      all
      respects, and shall incur no liability for distributions of cash or other
      property made in good  faith
      to
      such owner until such time as a written assignment of such interest has been
      received and accepted
      by the Manager and recorded on the books of the LLC. The Manager may refuse
      to
      accept and record an assignment until the end of the next successive quarterly
      accounting period of the LLC.




8.02 Requirements
      for Transfer. Every
      transfer of an interest in the *LLC* permitted
      hereunder, including transfer permitted by Section 8.05, shall be subject to
      the
      following requirements:




The
      transferee shall establish that the proposed transfer will not cause or result
      in a breach of any agreement binding upon the LLC or any violation of law,
      including without limitation, federal or state securities laws, and that the
      proposed transfer would not cause the LLC to be an investment company as defined
      in the Investment Company Act of 1940, as amended.




The
      transferee shall establish to the satisfaction of the Manager that the
      transferee is
      financially responsible and of good character and that the transfer would not
      adversely affect
      the classification of the LLC as a partnership for federal tax purposes,
      terminate its classification as a partnership under Code Section 708, or have a substantial
      adverse




effect
      with respect to federal income taxes payable by the LLC.




The
      transferee shall execute a counterpart of this Agreement and such other documents
      or instruments as may be required by the Manager to reflect the
      provisions hereof.




Until
      the
      foregoing requirements are met, the LLC need not recognize the transferee for
      any purpose under this Agreement, and the transferee shall be entitled only
      to
      the rights of a transferee who is not a Member under the Act. A transferee
      shall
      not be admitted as a Member without the approval of the Manager and the consent
      of Members holding a majority of the Membership Interests.










8.03 Effect
      of Transfer. If the
      transferee is admitted as a Member or is already a Member, the Member
      transferring its interest shall be relieved of liability with respect to the
      transferred interest arising or accruing under this Agreement on or after the
      effective date of the transfer, unless the transferor affirmatively assumes
      such
      liability; provided, however, that the transferor shall not be relieved of
      any
      liability for prior distributions and unpaid Contributions unless the transferee
      affirmatively assumes such liabilities.




Any
      person who acquires in any manner an interest or any part thereof in the LLC,
      whether or not such person has accepted and assumed in writing the terms and
      provisions of this Agreement
      or been admitted as a Member, shall be deemed by the acquisition of such
      interests to have
      agreed to be subject to and bound by all of the provisions of this Agreement
      with respect to such interest, including without limitation, the provisions
      hereof with respect to any subsequent transfer of such interest.




8.04 Prohibited
      Transfers. Any
      transfer in violation of any provisions of this Agreement shall be null and
      void
      and ineffective to transfer any interest in the LLC and shall not be binding
      upon or be recognized by the LLC, and any such transferee shall not be treated
      as or deemed to be a Member for any purpose. In the event that any Member shall
      at any time transfer its interest in violation of any of the provisions of
      this
      Agreement, the LLC and the other Members,
      in addition to all rights and remedies at law and equity, shall have and be
      entitled to an order
      restraining or enjoining such transaction, it being expressly acknowledged
      and
      agreed that damages at law would be an inadequate remedy for a transfer in
      violation of this Agreement.




8.05 Permitted
      Transfers. The
      following transfers of interests in the LLC shall be permitted without the
      approval of the Manager under Section 8.01 but shall be subject to the
      requirements of Section 8.02 hereof:




An
      interest of a Member may be transferred from time to time in connection with
      (i)
      any proceeding under the federal bankruptcy laws *or
      any* applicable
      federal or state laws relating to bankruptcy, insolvency, or the relief of
      debtors and subject to the requirements and provisions thereof, or (ii) a
      tax-free reorganization, merger or consolidation of the LLC; and




An
      interest of a Member may be transferred from time to time to another
      Member.




8.06 Transfers
      of Interests by Member-Manager. A
      transfer of an interest in the LLC by
      a
      Member-Manager shall transfer only the economic interests, rights, duties and
      obligations of the
      transferor in its capacity as a Member, and no transferee shall obtain as a
      result of any such assignment any rights as the Manager without the prior
      approval of Members holding a majority of the Membership Interests. A
      Member-Manager who transfers all (but not less than all) of its interest in
      the
      LLC as a Member shall be deemed to have tendered its resignation as the Manager
      to the LLC effective on the date of such transfer, and such resignation shall
      be
      deemed to have been accepted unless it is rejected within thirty (30) days
      thereafter.










**ARTICLE
      IX**




**DISSOLUTION,
      LIQUIDATION, AND TERMINATION**




9.01 Dissolution. The LLC
      shall dissolve and its affairs shall be wound up upon the first to occur of
      the
      following:




(a)  the
      written consent of all of the Members;




(b)  the
      death, retirement, resignation, expulsion, bankruptcy or dissolution of a Member or
      the
      occurrence of any other event under the Act that terminates the continued
      membership of a  Member
      in
      the LLC unless, within ninety (90) days after the occurrence of such an event
      all of the remaining Members agree in writing to continue the business of the LLC and
      to
      the appointment, if necessary or desired, effective as of the date of such
      event
      of one or more additional Members;




(c)  the
      entry
      of a decree of judicial dissolution under Section 18-802 of the Act;
      or




(d)  A
      consolidation or merger of the LLC in which it is not the resulting or surviving
      entity.




The
      Manager shall promptly notify the Members of the dissolution of the
      LLC.




9.02 Liquidation. Upon
      dissolution of the LLC, the Manager shall act as its liquidating trustee
      or the Manager may appoint one or more Members as liquidating trustee. The
      Liquidating trustee
      shall proceed diligently to liquidate the LLC, to wind up its affairs and to
      make final distributions as provided in Section 7.02 and in the Act. The costs
      of dissolution and liquidation shall be an expense of the *LLC.* Until
      final distribution, the liquidating trustee may continue to operate
      the business and properties of the  *LLC* with
      all
      of the power and authority of the Manager. As
      promptly as possible after dissolution and again after final liquidation, the
      liquidating trustee shall
      cause an accounting of the LLC's assets, liabilities, operations and liquidating
      distributions to be given
      to the Members.




9.03 Certificate
      of Cancellation. Upon
      completion of the distribution of LLC assets as provided
      herein, the LLC shall be terminated, and the Manager (or such other person
      or
      persons as  the
      Act
      may require or permit) shall file a Certificate of Cancellation with the
      Secretary of State of New
      Jersey pursuant to Sections 1.01, 1.03 and 1.05, and take such other actions
      as
      may be necessary to terminate the existence of the LLC.








9.04 Payments
      to Terminating Member:




(a)  In
      the
      event that a Member voluntarily or involuntarily withdraws from the LLC, the
      LLC
      shall have the option to purchase all or any part of the interest of the
      Terminating Member at a Purchase price determined pursuant to paragraph (b)
      and
      upon the terms and conditions set forth below (unless otherwise agreed). The
      Terminating Member must give the LLC prompt notice of its withdrawal, and the
      option shall be exercisable in the LLC's sole discretion by giving notice to
      the
      Terminating Member or its legal representative at any time within ninety (90)
      days thereafter. Such notice shall state the price and terms of the LLC's
      election to repurchase the interest of the Terminating Member and the date
      set
      for the closing of the repurchase.




(b)  Unless
      the parties otherwise agree, the purchase price to be paid to the Terminating
      Member shall be an amount equal to the positive balance of its Capital Account
      (after allocating profits and losses of the LLC for the partial year ending
      on
      the date of termination) or the portion of said Capital Account which
      corresponds to the portion of the interest of the Terminating Member which
      the
      LLC has elected to repurchase. The purchase price may be reduced by (i) the
      allocable portion of any aggregate loss that the Manager determine in their
      sole
      discretion the LLC would incur if all of the assets of the LLC were sold for
      their fair market value on the date of termination and (ii) such damages as
      the
      Manager determine in their sole discretion have been or will be suffered by
      the
      LLC as a result of a termination due to the resignation of the Terminating
      Member, without the approval of the Manager.




(c)  Payment
      of the purchase price may be made in the Manager's sole discretion (i) by check
      or by wire transfer to a bank account designated in writing by the Terminating
      Member, (ii) by delivery of a promissory note under which payments shall be
      made
      in equal annual installments over a period of not more than ten (10) years
      with
      interest at the "applicable federal rate" established by the Internal Revenue
      Service for the month in which the repurchase by the LLC is closed, which note
      shall be unsecured and subordinated to all debts and liabilities of the LLC,
      or
      (iii) by any combination of (i) and (ii). Amounts due shall be subject to offset
      as provided in Section 10.01.




(d)  If
      termination is due to the death of the Terminating Member or its withdrawal
      under any other circumstances with the consent of the Manager and either the
      Terminating Member or the LLC can demonstrate that the proposed purchase price
      is unfair to any parry, they shall have the right to have the purchase price
      determined by an independent appraisal and shall give notice of the exercise
      of
      this right to the other party within thirty (30) days after the LLC gives notice
      of its exercise of the option. Each party shall name an appraiser within fifteen
      (15) days after said 30-day period, and the two appraisers shall name a third
      appraiser within fifteen (15) days thereafter, whereupon the appraisers shall
      proceed to determine the fair market value of the interest of the Terminating
      Member by a majority vote within sixty (60) days after their appointment under
      such procedures as they shall establish. The LLC and the
      Terminating










Member
      shall promptly furnish to the appraisers such information regarding the LLC
      and
      the interest of the Terminating Member as they may reasonably require. The
      appraisers' determination of the fair market value of the interest of the
      Terminating Member shall be final and binding upon the parties. Each of the
      parties shall pay the expenses and fees of the appraiser which it nominates
      and
      50% of the fees and expenses of the third appraiser.




(e)  The
      LLC
      shall have the right (to be exercised in the sole discretion of the Manager)
      to
      assign all or part of its rights under an option which it has elected to
      exercise to another Member or a third party to be admitted as a new Member,
      provided that the assigned portion of the Purchase Price shall be payable by
      check or wire transfer and not by delivery of a note under paragraph
      (c).




(f)  In
      no
      case shall the LLC be obligated to exercise its option under this Section,
      and
      if a Member becomes bankrupt, no trustee, receiver or creditor shall have any
      right to require the LLC to repurchase the interest of said Member.




(g)  Upon
      payment of the purchase price at the closing of a repurchase as provided above,
      the Terminating Member shall cease to have any rights with respect to the
      interest in the LLC
      being
      repurchased, and if all of its interests in the LLC are repurchased from a
      Terminating Member
      such Terminating Member shall cease to be a Member of the LLC.




9.05 No
      Dissolution. The LLC
      shall not be dissolved by the admission of additional Members or substitute
      Members in accordance with the terns of this Agreement.




**ARTICLE
      X**




**GENERAL
      PROVISIONS**




10.01 Offset. Whenever
      the LLC is obligated to make a distribution or payment to any Member, any
      amounts that Member owes the LLC may be deducted by the Manager from said
      distribution or payment.




10.02 Notices. Except
      as expressly set forth to the contrary in this Agreement, all notices, requests,
      or consents required or permitted to be given under this Agreement must be
      in
      writing and shall be deemed to have been given (i) three (3) days after the
      date
      mailed by registered or certified mail, addressed to the recipient, with return
      receipt requested, (ii) upon delivery to the recipient in person or by courier,
      or (iii) upon receipt of a facsimile transmission by the recipient. Such
      notices, requests and consents shall be given (x) to Members at their addresses
      on Schedule
      A, or such
      other address as a Member may specify by notice to the Manager or to all of
      the
      other Members, or (y) to the LLC or the Manager at the address of the principal
      office of LLC specified in Section 1.03. Whenever any notice is required to
      be
      given by law, the Certificate or this Agreement, a written waiver thereof,
      signed by the person entitled to notice, whether before or after the time stated
      therein, shall be deemed equivalent to the giving of such notice.










10.03 Entire
      Agreement. This
      Agreement constitutes the entire agreement of the Members
      and the Manager relating to the LLC and supersedes all prior contracts or
      agreements with
      respect to the LLC, whether oral or written.




10.04 Limitation
      of Litigation; Consent to Jurisdiction. No
      Member shall be entitled to initiate or participate in a class action on behalf
      of all or any part of the Members against the LLC, its Manager or any Member,
      and no Member shall be entitled to initiate or participate in a derivative
      suit on behalf of the LLC against its Manager or any Member, unless in each
      case
      such action
      or suit has received prior approval of the Manager and Members holding a
      majority of the Membership Interests who are not defendant parties to the
      proposed action or suit, or unless otherwise required by law. A Member or
      Manager who initiates an action or suit in violation of this Agreement shall
      be
      liable to the LLC and its Manager and any Members who are defendant parties
      for
      all damages and expenses which they incur as a result, including without
      limitation reasonable fees and expenses of legal counsel and expert witnesses
      and court costs. The parties to this Agreement hereby consent to the
      non-exclusive jurisdiction of the courts of the State of New Jersey in
      connection with any matter or dispute arising under this Agreement or between
      them regarding the affairs of the LLC.




10.05 Amendment
      or Modification. This
      Agreement may be amended or modified from time to time only by a written
      instrument signed by a majority of the Manager and by Members holding a majority
      of the Membership Interests; provided, however, that (a) an amendment or
      modification reducing a Member's Membership Interest or changing adversely
      the
      rights of a Member with respect to distributions, allocations or voting, (other
      than to reflect the admission of new Members or changes otherwise provided
      by
      this Agreement) shall be effective only with that Member's consent, (b) an
      amendment or modification to reflect the admission of a new Member shall be
      subject to approval by Members holding a majority of the Membership Interests;
      and an amendment or modification to reflect the admission of a new Member who
      is
      an assignee of an existing Member shall be subject to approval as provided
      in
      Section 2.05; (c) an amendment or modification increasing any liability of
      a
      Member to the LLC or its Manager or Members, or adversely affecting the
      limitation of the liability of a Member with respect to the LLC, shall be
      effective only with that Member's consent; (d) an amendment or modification
      reducing the required percentage of Membership Interests for any consent or
      vote
      in this Agreement shall be effective only with the consent or vote of Members
      having the percentage of Membership
      Interests theretofore required; and (e) an amendment of this Section shall
      require the consent
      of the Manager and of Members holding two-thirds of the Membership
      Interests.




10.06 Binding
      Effect. Subject
      to the restrictions on transfers set forth in this Agreement, this Agreement
      is
      binding on and inures to the benefit of the parties and their respective heirs,
      legal representatives, successors and assigns.










10.07 Governing
      Law; Severability. This
      Agreement is governed by and shall be construed in accordance with the law
      of
      the State of New Jersey, exclusive of its conflict-of-laws principles. In the
      event of a conflict between the provisions of this Agreement and any provision
      of the Certificate or the Act, the applicable provision of this Agreement shall
      control, to the extent permitted by law. If any provision of this Agreement
      or
      the application thereof to any person or circumstance is held invalid or
      unenforceable to any extent, the remainder of this Agreement and the application
      of that provision shall be enforced to the fullest extent permitted by
      law.




10.08 Further
      Assurances. In
      connection with this Agreement and the transactions contemplated hereby, each
      Member shall execute and deliver any additional documents and instruments and
      perform any additional acts that may be necessary or appropriate to effectuate
      and perform the provisions of this Agreement and those transactions, as
      requested by the Manager.




10.09 Waiver
      of Certain Rights. Each
      Member irrevocably waives any right it may have to maintain any action for
      dissolution of the *LLC* or
      for
      partition of the property of the LLC. The failure of any Member to insist upon
      strict performance of a covenant hereunder or of any obligation hereunder,
      irrespective of the length of time for which such failure continues, shall
      not
      be a waiver of such Member's right to demand strict compliance herewith in
      the
      future. No consent or waiver, express or implied, to or of any breach or default
      in the performance of any obligation hereunder, shall constitute a consent
      or
      waiver to or of any other breach or default in the performance of the same
      or
      any other obligation hereunder.




10.10 Notice
      to Members of Provisions of this Agreement. By
      executing this Agreement, each Member acknowledges that such Member has actual
      notice of (a) all of the provisions of this Agreement, including, without
      limitation, the restrictions on the transfer of Membership Interests set forth
      in Article VIII, and (b) all of the provisions of the Certificate. Each Member
      hereby agrees that this Agreement constitutes adequate notice of all such
      provisions, and each Member hereby waives any requirement that any further
      notice thereunder be given.




10.11 Third
      Party Beneficiaries. The
      provisions of this Agreement are not intended to be for the benefit of any
      creditor or other person to whom any debts or obligations are owed by, or who
      may have any claim against, the *LLC* or
      any of
      its Members of the Manager, except for this Agreement, no such creditor or
      person shall obtain any rights under this Agreement or shall, by reason of
      this
      Agreement, be permitted to make any claim against the LLC or any Member or
      the
      Manager.










10.12 Interpretation. For the
      purposes of this Agreement, terms not defined in this Agreement shall be defined
      as provided in the Act; and all nouns, pronouns and verbs used in this
      Agreement shall be construed as masculine, feminine, neuter, singular, or
      plural, whichever shall be
      applicable. Titles or captions of Articles and Sections contained in this
      Agreement are inserted as a matter of convenience and for reference, and in
      no
      way define, limit, extend or describe the scope of this Agreement or the intent
      of any provision hereof.




10.13 Counterparts. This
      Agreement may be executed in any number of counterparts with
      the
      same effect as if the parties had signed the same document, and all counterparts
      shall be construed together and shall constitute the same instrument.




IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date set
      forth above.




RIDGE
      WOOD ELECTRIC POWER TRUST V By:
      Ridgewood Power LLC


Managing
      Shareholder






By:


Martin
      V.
      Quinn


Senior
      Vice President and Chief Financial Officer




THE
      RIDGEWOOD POWER GROWTH FUND By: Ridgewood Power VI LLC




Co-Managing
      Shareholder




By:


Martin
      V. Quinn




Senior
      Vice President and


Chief
      Financial Officer




By:
      Ridgewood Power LLC Co-Managing Shareholder




By:


Martin
      V.
      Quinn




Senior
      Vice President and Chief Financial Officer