**THE
      RIDGEWOOD COMPANIES**




**Code
      of Ethics**




|**1.** | **Application
              and Purpose**
|------ | -----------------------------------------



This
      Code
      of Ethics (this “Code”) shall apply to all employees and officers of Ridgewood
      Renewable Power, LLC, Ridgewood Energy Corporation, Ridgewood Capital
      Management, LLC (the “Ridgewood Companies”), including employees and officers of
      The Ridgewood Companies affiliates and subsidiaries (“Employees”), including,
      but not limited to, the power trusts: Ridgewood Electric Power Trust I,
      Ridgewood Electric Power Trust II, Ridgewood Electric Power Trust III, Ridgewood
      Electric Power Trust IV, Ridgewood Electric Power Trust V, and The Ridgewood
      Power Growth Fund (collectively the “Power Trusts”). Every Employee must be
      familiar with and understand the provisions of this Code. The purpose of this
      Code is to promote:




|· | Honest
              and ethical conduct, including the ethical handling of actual or apparent
              conflicts of interest between personal and professional
              relationships;
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|· | Full,
              fair, accurate timely and understandable disclosure in reports and
              documents that the Power Trusts file with, or submits to, the United
              States Securities and Exchange Commission and, as to the Power Trusts
              and
              Ridgewood Companies, in other public
              communications;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | Compliance
              with applicable governmental laws, rules and
              regulations;
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|· | The
              prompt internal reporting of violations of this Code;
              and
|- | -----------------------------------------------------------------------------------------



|· | Accountability
              for adherence to this Code.
|- | --------------------------------------------------------



|**2.** | **Honest
              and Ethical Conduct**
|------ | --------------------------------------------



All
      Employees shall perform their duties in an honest and ethical manner. This
      includes:




|· | Avoiding
              situations in which their personal, family or financial interests conflict
              with those of the Ridgewood Companies;
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|· | Refraining
              from engaging in any activities that compete with the Ridgewood Companies,
              or which may compromise its interests;
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|· | Refraining
              from taking any business or investment opportunity discovered in the
              course of employment with or service to the Ridgewood Companies that
              the
              Employee knows, or should have or has reason to know, would benefit
              the
              Ridgewood Companies, or any of them; and
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | Complying
              with all applicable governmental laws, rules and
              regulations.
|- | ---------------------------------------------------------------------------------------------------



The
      Ridgewood Companies encourage Employees to avoid even the appearance of a
      conflict of interest and to raise ethical questions, dilemmas concerns or
      suggestions with appropriate individuals within the Ridgewood Companies,
      including supervisors, managers, senior management, or human resources. The
      Ridgewood Companies have since their inception encouraged such issues to be
      raised and, based upon prior experience, many, if not most, of these issues
      can
      be addressed informally, after appropriate discussion and analysis.




If
      any
      Employee would feel uncomfortable in any way raising ethical issues as set
      forth
      above, or if they raise such issues and they are not resolved appropriately,
      then s/he should consult with the Manager of HR or the General Counsel (the
      “Ethics Officer(s)”). The Ethics Officer(s) will also follow the procedures
      described in Section 4 below. Any Employee who becomes involved in a situation
      that gives rise to an actual conflict of interest must promptly inform the
      Ethics Officer(s) of such conflict.




|**3.** | **Full,
              Fair, Accurate, Timely and Understandable
              Disclosure**
|------ | ------------------------------------------------------------------------------------------



The
      Ridgewood Companies are committed to ensuring that all disclosures in reports
      and documents that the Power Trusts file with, or submits to the SEC, as well
      as
      other public communications made by the Ridgewood Companies in general are
      full,
      fair, accurate, timely and understandable. The Ridgewood Companies’ CEO and CFO
      (“Senior Officers”) are ultimately responsible for taking all necessary steps to
      ensure that this occurs. All Company Employees shall take appropriate steps
      within their area of responsibility to ensure the same.




|**4.** | **Internal
              Reporting of Code Violations**
|------ | -------------------------------------------------------



Any
      Employee who in good faith believes or suspects that any portion of this Code
      has been violated (including any violation of Section 3 of this Code) and does
      not feel comfortable addressing the issue with individuals identified in Section
      2 should immediately report such violation to the Ethics Officer(s). Any such
      report will be promptly evaluated and/or investigated. While the Ridgewood
      Companies strongly prefer that any individual who wishes to make such a
      complaint to identify him/herself (to assist in the understanding of the
      concerns expressed), any person may make such a complaint anonymously. Any
      person reporting such a violation should be prepared to provide as much detail
      as possible about the suspected violation, including the individuals involved,
      the nature of the violation, documentation of the violation, or any other
      information which may be helpful in the Ridgewood Companies’ evaluation and, if
      necessary, investigation of the complaint. Prompt disclosure to the appropriate
      parties is vital to ensure a thorough and timely evaluation and appropriate
      resolution. A violation of this Code is a serious matter and could have legal
      implications. Allegations of such behavior are not taken lightly and should
      not
      be made to embarrass someone or put him or her in a false light. Therefore,
      reports of suspected violations should always be made in good
      faith.




|**5.** | **No
              Retaliation.**
|------ | ---------------------------------



The
      Ridgewood Companies will not tolerate any retaliation against any person who
      provides information in good faith to the Ridgewood Companies or law enforcement
      official concerning a possible violation of any law, regulation or this Code.
      Any Employee who violates this rule may be subject to civil, criminal and
      administrative penalties, as well as disciplinary action, up to and including
      termination of employment.




|**6.** | **Consequences
              for Non-Compliance with this
              Code**
|------ | ------------------------------------------------------------------------------



**Corrective
      Actions** **.** Any
      violation of applicable law or any deviation from the standards embodied in
      this
      Code will result in appropriate corrective and/or disciplinary action, up to
      and
      including termination of employment.




**Required
      Government Reporting** **.** Whenever
      conduct occurs that requires a report to the government, the Ethics Officer(s),
      shall be responsible for complying with such reporting
      requirements.




|**7.** | **Publication
              of this Code; Amendments and Waivers**
|------ | ------------------------------------------------------------------



|· | This
              Code will be posted and maintained on the Company’s website and posting
              will be disclosed in each Power Trust’s Annual Report on Form
              10-K.
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|· | Any
              amendment to or waiver of this Code with respect to a Senior Officer
              of
              the a Power Trust:
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|o | Shall
              be disclosed within five (5) days of such action in a filing on Form
              8-K
              with the Securities and Exchange
              Commission.
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|o | Shall
              be reported in the Power Trust’s next periodic report with the SEC if not
              previously reported on a Form 8-K.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------



|· | Records
              of any disclosures relating to waivers of this Code shall be retained
              for
              no less than five years.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------



Adopted
      by March 1, 2004.