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AGREEMENT

	This Agreement, entered into as of January 16, 1997, by 
and among RW Power Partners, L.P., a Delaware limited 
partnership ("RW Power"), Ridgewood Electric Power Trust I, 
a Delaware business trust signing as the general partner of 
RW Power ("Ridgewood Trust"), and Virginia Electric and 
Power Company, a Virginia public service company ("Virginia 
Power"), providers as follows:

RECITALS

	1.	Virginia Power entered into a contract with WE GEN 
Inc., effective February 20, 1992 (the "PPA"), for the 
purchase and sale of the electrical output from an electric 
generating facility with a nameplate rating of 2900 
kilowatts to be located near South Boston in Halifax County, 
Virginia (the "Facility").

	2.	On October 16, 1992, WE GEN Inc. assigned to RW 
Power, and RW Power assumed, the rights, duties and 
obligations of WE GEN Inc. under the PPA.

	3.	On July 5, 1995, Virginia Power purported to 
cancel the PPA based on RW Power's alleged breach of 
contract.

	4.	Thereafter, on July 24, 1995, RW Power initiated 
an action in the United States District Court for the 
Eastern District of Virginia (the "District Court") seeking 
a declaratory judgment and other relief as might be 
appropriate, alleging Virginia Power's purported 
cancellation of the PPA was not authorized by the PPA and 
therefore was not effective (the "Lawsuit").

	5.	Virginia Power and RW Power now wish to cause the 
Lawsuit to be dismissed, in consideration of which they 
mutually agree to terminate the PPA and to forgo their 
respective rights and obligations under the PPA with respect 
to performance not yet due thereunder.  RW Power and 
Ridgewood Trust also make certain covenants respecting the 
future use and operation of the Facility, in consideration 
of which and conditioned on RW Power's and Ridgewood Trust's 
adherence to which, Virginia Power agrees to pay RW Power 
the sum of $3,750,000, all as provided hereinbelow.

	NOW THEREFORE, the parties hereto, for good and 
valuable consideration exchanged, the receipt of which is 
hereby acknowledged, agree as follows:

ARTICLE I

	The parties will instruct their counsel to endorse a 
proposed order, in form as attached hereto as Exhibit A (the 
"Dismissal Order"), and present it to the District Court for 
entry.  Thereafter, the parties shall take, or cause to be 
taken, such further actions as may be reasonably necessary 
to cause the District Court to enter the Dismissal Order.  
Each party shall bear its own counsel fees and costs with 
respect to the Lawsuit and efforts required to obtain entry 
of the Dismissal Order.
ARTICLE II

	The PPA shall be terminated effective as of the date 
that the Dismissal Order is entered (the "Effective Date").  
Thereafter, neither Virginia Power nor RW Power shall have 
any obligation to the other with respect to any performance 
or obligations under or in connection with the PPA that 
shall be executory as of the Effective Date, except that RW 
Power shall continue to have the obligation to indemnify 
Virginia Power as required by Article II of EXHIBIT B, 
General Terms and Conditions of the PPA, for matters that 
occurred before the Effective Date.  Except as otherwise 
expressly provided herein, any unpaid amounts that Virginia 
Power or RW Power may owe each other with respect to 
performance received pursuant to, or obligations arising 
under or in connection with, the  PPA prior to the Effective 
Date shall be payable in accordance with the terms of the 
PPA and shall not be deemed to be waived, discharged or 
released by or as a result of this Agreement.  Except for 
those obligations expressly reserved herein, Virginia Power 
and RW Power hereby waive, discharge and release any and all 
rights and claims each may have against the other as of the 
Effective Date in connection with the PPA or the performance 
or breach thereof, including but not limited to any 
obligation of RW Power to refund the excess of levelized 
capacity payments over non-levelized capacity payments which 
is attributable to the early termination of the PPA, and the 
matters that were the subject of the Lawsuit, whether known 
or unknown, whether in contract, tort or otherwise, and 
whether at law or in equity.

ARTICLE III

	RW Power and Ridgewood Trust covenant as follows:

	(a)	From and after the Effective Date, and not 
withstanding any other legal right or entitlement which RW 
Power may have, RW Power shall not offer to sell or 
otherwise tender to Virginia Power, or otherwise demand that 
Virginia Power purchase, accept or pay for, any electrical 
energy or capacity (or both) of the Facility (other than in 
response to specific requests or offers of Virginia Power 
made after the Effective Date or pursuant to other 
arrangements which are satisfactory to Virginia Power in its 
sole discretion).

	(b)	From and after the Effective Date, RW Power will 
not deliver any electrical energy from the Facility to the 
Virginia Power transmission system except as may be 
permitted by paragraph (c) below.  RW Power may, however, 
operate the Facility for the purposes of carrying on non-
generating activities and may generate electrical energy in 
sufficient quantities to meet the parasitic load of the 
Facility.

	(c)	RW Power shall not sell, or offer to sell, 
electrical energy or capacity (or both) produced from the 
Facility to any person or entity except an investor-owned 
utility that purchases such electricity for resale, on a 
wholesale or retail basis, to customers for and use in areas 
outside of those areas of Virginia or North Carolina served, 
directly or indirectly, by Virginia Power transmission or 
distribution facilities (i.e., outside the "Virginia Power 
Control Area").  Nothing herein shall be deemed to prohibit 
any sale by RW Power of electricity to an investor-owned 
electric utility that may be interconnected with Virginia 
Power, including such utilities that from time to time may 
sell electricity for end use within the Virginia Power 
Control Area, so long as such sales are not in furtherance 
of particular transactions for resale of such electricity 
for and use within the Virginia Power Control Area.

	(d)	Virginia Power may disconnect the Facility from 
the Virginia Power transmission system, and any contracts 
between Virginia Power and RW Power respecting such 
interconnection and related services shall be terminated.  
RW Power shall not request, and Virginia Power shall have no 
obligation to respond to a request by RW Power, that the 
Facility be reconnected to the Virginia Power transmission 
system except to facilitate a transaction permitted pursuant 
to (c) above and then only after Virginia Power and RW Power 
shall have executed and delivered such interconnection and 
transmission services agreement(s) as are customary.

	(e)	In order to obtain for Virginia Power the 
continued benefits of this Agreement:

(i)	Ridgewood Trust agrees it will not directly or 
indirectly sell or otherwise transfer, whether 
voluntarily or involuntarily, or permit to be 
transferred to any other person or entity any of 
its general partnership interests in RW Power or 
any controlling interest in Ridgewood Trust unless 
Ridgewood Trust obtains from such transferee a 
covenant expressly for the benefit of Virginia 
Power that such transferee will be bound by and 
liable for the breach of this Agreement;

(ii)	RW Power agrees it will not (and Ridgewood 
Trust agrees not to permit RW Power to) take on 
any additional or replacement general partner in 
RW Power, or directly or indirectly transfer, 
whether voluntarily or involuntarily, or permit to 
be transferred to any other person or entity 
ownership or control of RW Power, in whole or in 
part, unless RW Power obtains from such general 
partner or transferee a covenant expressly for the 
benefit of Virginia Power that such general 
partner or transferee will be bound by and liable 
for the breach of this Agreement;

(iii)	RW Power agrees it will not (and 
Ridgewood Trust agrees not to permit RW Power to) 
transfer, either directly or indirectly, all or 
substantially all of the assets of the Facility or 
the rights to the site on which the Facility is 
located, whether or not as an intact electrical 
generating facility, to any person or entity 
unless such person or entity shall provide a 
covenant expressly for the benefit of Virginia 
Power to be bound by and liable for breaches of 
this Agreement; provided, however, that the 
foregoing prohibition shall not apply to any sales 
of one or more pieces of equipment constituting 
the Facility so long as such items are removed 
from the site on which the Facility is located.

	(f)	In any action, suit or proceeding for equitable 
relief to enforce the provisions of Article III of this 
Agreement, RW Power and Ridgewood Trust agree that Virginia 
Power will be excused from demonstrating any actual or 
prospective injury or irreparable harm that it otherwise 
might be required to demonstrate in order to obtain such 
equitable relief.

ARTICLE IV

	Upon the Effective Date, Virginia Power shall deliver 
to RW Power the following:  (a) a check in the amount of 
$3,750,000 payable to RW Power and (b) the letter of credit 
drawn on NatWest Bank N.A. that RW Power delivered to 
Virginia on or about July 10, 1995 (the "Documents").

	Ridgewood Trust and RW Power acknowledge that Virginia 
Power's obligation to make the $3,750,000 payment referenced 
in this Article IV is in consideration of Ridgewood Trust's 
and RW Power's covenants as stated in Article III above.  
Further, Virginia Power's obligation to make such $3,750,000 
payment is conditioned upon Ridgewood Trust's and RW Power's 
strict adherence to such covenants.  If Ridgewood Trust or 
RW Power shall breach any such covenant, RW Power shall 
forfeit all right to such $3,750,000 payment, and RW Power 
and its general and limited partners who shall receive 
proceeds or other benefits (cash or otherwise) from such 
payment, and their successors and assigns, shall be liable 
to Virginia Power, jointly and severally, for the repayment 
of such amount to Virginia Power together with interest on 
such amount from the date of payment through the date of 
repayment computed at the legal rate of interest in 
Virginia.

ARTICLE V

	This Agreement shall be binding on the parties and the 
successors and assigns of each.
ARTICLE VI

	Nothing in this Agreement is intended to convey or 
create any right or benefit in favor or any person or entity 
not a party hereto.

ARTICLE VII

	This Agreement shall be governed by and construed in 
accordance with the laws of the Commonwealth of Virginia, 
without regard to conflict of laws provisions.  The parties 
agree that the Circuit Court of the City of Richmond, 
Virginia (the "Richmond Circuit Court") shall have exclusive 
jurisdiction to resolve any dispute that may arise hereunder 
and that the Richmond Circuit Court has personal 
jurisdiction over the parties for that purpose.




ARTICLE VIII

	This Agreement states the entire agreement of the 
parties with respect to its subject matter and supersedes 
any prior or contemporaneous understandings or agreements 
with respect to such subject matter.  The prior agreement 
between RW Power and Virginia Power entered into as of 
December 16, 1996 is hereby cancelled, terminated and 
abrogated by the mutual agreement of the parties.

ARTICLE IX

	This Agreement may be executed in multiple copies, each 
of which shall be considered an original.


	In Witness Whereof the parties have caused their duly 
authorized representatives to sign this Agreement as 
indicated below, intending to be legally bound by the terms 
hereof.

Virginia Electric and Power Company [seal]

By:	______________________________

Title:	______________________________


RW Power Partners, L.P. [seal]

By:	______________________________

Title:	______________________________


for and on behalf of Ridgewood Electric Power Trust I


Ridgewood Electric Power Trust I [seal]

By:	/s/Robert E. Swanson________

Title:	President______________