ACQUISITION AGREEMENT

     THIS ACQUISITION AGREEMENT (the "Agreement") is made and entered into as of
September 20, 2002, by and between Ridgewood Electric Power Trust II, a Delaware
business  trust  ("Seller")  and EAC  Operations,  Inc., a New York  corporation
("Buyer"), with reference to the following recitals:

                                    RECITALS

     A. B-3 Limited  Partnership,  a New York limited  partnership ("B-3 Limited
Partnership"),  has been  formed  as a  limited  partnership  under the New York
Revised Limited Partnership Act (the "Act") pursuant to a Certificate of Limited
Partnership,  as filed in the office of the  Secretary  of State of the State of
New York on April 2, 1992,as  amended,  and an Agreement of Limited  Partnership
dated  March  15,  1992,  as  amended  by a First  Amended  Limited  Partnership
Agreement of B-3 Limited  Partnership  dated  October 1, 1993, a Second  Amended
Limited  Partnership  Agreement of B-3 Limited Partnership dated August 19, 1994
and a First  Amendment to Second Amended  Limited  Partnership  Agreement of B-3
Limited Partnership dated December 1, 1997, (collectively,  the "B-3 Partnership
Agreement").

     B. Under the B-3  Partnership  Agreement,  Berkshire  B-3, Inc., a Delaware
corporation  ("Berkshire  B-3"),  is the sole  general  partner  of B-3  Limited
Partnership  and Buyer and Seller are the sole  limited  partners of B-3 Limited
Partnership.

     C. Seller owns fifty one (51) shares of the common stock of  Berkshire  B-3
(the  "Berkshire B-3 Stock") and Buyer owns forty nine (49) shares of the common
stock of Berkshire B-3.

     D. B-3  Limited  Partnership  owns and  operates  a transfer  station  that
accepts  solid waste  located at the  intersection  of Flints  Crossing Road and
Route 22 in the Town of Canaan, New York (the "B-3 Facility").

     E. Pittsfield Investors Limited Partnership, a Delaware limited partnership
("PILP"),  has been formed as a limited  partnership  under the Delaware Revised
Uniform Limited Partnership Act (the "Act") pursuant to a Certificate of Limited
Partnership,  as filed in the office of the  Secretary  of State of the State of
Delaware on and a Limited Partnership  Agreement of Pittsfield Investors Limited
Partnership dated August 24, 1993 (the "Pittsfield Partnership Agreement").

     F. Under the  Pittsfield  Partnership  Agreement,  ECO/Pittsfield,  Inc., a
Delaware corporation ("ECO/Pittsfield"), is the sole general partner of PILP and
Buyer and Seller are the sole limited partners of PILP.

     G. ECO Pittsfield is a wholly owned subsidiary of Buyer.

     H. PILP owns and operates a resource  recovery  facility that accepts solid
waste located at Hubbard  Avenue in the City of Pittsfield,  Massachusetts  (the
"Pittsfield Facility").

     I. At the closing  described  below,  Buyer will  purchase  from Seller the
Berkshire B-3 Stock, the B-3 LP Interest and the Pittsfield LP Interest, as each
such capitalized term is defined below.

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants set forth below,  the parties,  intending to be legally bound,  hereby
agree as follows:

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATIONS

     1.1 Defined Terms.  Capitalized  terms used in this Agreement without other
definition  shall have the meanings  specified  in this Section 1.1,  unless the
context requires otherwise.

     "Affiliate" of a specified Person means any other Person that directly,  or
indirectly through one or more intermediaries,  controls, is controlled by or is
under common control with the Person  specified.  For purposes of the foregoing,
"control,"  "controlled by" and "under common control with," with respect to any
Person,  shall mean the  possession,  directly  or  indirectly,  of the power to
direct or cause the  direction  of the  management  and policies of such Person,
whether through the ownership of voting securities or by contract or otherwise.

     "Aggregate  Purchase  Price"  means an amount of Six  Million  Two  Hundred
Thousand  Dollars  ($6,200,000),  consisting  of the B-3 Purchase  Price and the
Pittsfield Purchase Price.

     "Agreement"  means this Acquisition  Agreement,  including all Exhibits and
Schedules.

     "Assignment  of  B-3 LP  Interest"  means  the  Assignment  of B-3  Limited
Partnership  Interest  and  Amendment  of Limited  Partnership  Agreement of B-3
Limited  Partnership by and among Berkshire B-3, Seller and Buyer in the form of
Exhibit A attached hereto.

     "Assignment  of Pittsfield LP Interest"  means the Assignment of Pittsfield
Limited Partnership  Interest and Amendment of Limited Partnership  Agreement of
Pittsfield Investors Limited Partnership by and among ECO Pittsfield, Seller and
Buyer in the form of Exhibit B attached hereto.

     "B-3 Facility" has the meaning set forth in the Recitals.

     "B-3  Collateral   Documents"  shall  mean  those  certain  guaranties  and
collateral  documents  securing  the B-3  Promissory  Note as more  particularly
described in the Loan Agreement.

     "B-3 LP Interest" has the meaning given in Section 4.7.

     "B-3 Limited Partnership" has the meaning set forth in the Recitals.

     "B-3 Partnership Agreement" has the meaning set forth in the Recitals.

     "B-3 Promissory Note" has the meaning given in Section 3.2.6.

     "B-3 Purchase Price" means an aggregate consideration of Three Million Four
Hundred Thousand Dollars ($3,400,000) as described in Section 3.2.5.

     "B-3 Site" means the property on which the B-3 Facility is located.

     "Berkshire B-3" has the meaning given in the Recitals.

     "Berkshire B-3 Stock" has the meaning given in the Recitals.

     "Buyer" has the meaning set forth in the Recitals.

     "Closing" has the meaning given in Section 3.1.

     "Closing Date" has the meaning given in Section 3.1.

     "Closing Documents" means, collectively,  this Agreement, the Assignment of
B-3 LP  Interest,  the  Assignment  of  Pittsfield  LP  Interest  and  the  Loan
Documents.

     "Code" means the Internal  Revenue Code of 1986, as amended,  and all rules
and regulations adopted thereunder.

     "Default"  means,  when used with reference to any agreement  without other
reference, any event or circumstances that constitutes an Event of Default under
such agreement.


     "ECO Pittsfield" has the meaning given in the Recitals.

     "Event of Default" means, when used with reference to any agreement without
other reference, an Event of Default as defined in such agreement.

     "GAAP" means  generally  accepted  accounting  principles  in effect in the
United States from time to time.

     "Governmental  Approval"  means  any  applicable  authorization,  approval,
consent,  license,  lease, ruling,  permit,  tariff,  certification,  exemption,
filing or registration by or with any Governmental Person.

     "Governmental Person" means any federal,  state, local or other government,
any political  subdivision or any  governmental,  judicial,  public or statutory
instrumentality,  tribunal, agency (including those pertaining to health, safety
or the  environment),  authority,  body or entity,  or other regulatory  bureau,
authority, body or entity having legal jurisdiction over the matter or Person in
question.

     "Governmental  Rule" means any applicable  federal,  state,  local or other
law, statute,  treaty,  rule,  regulation,  ordinance,  order,  code,  judgment,
decree,  directive,   injunction,  writ  or  similar  action  or  decision  duly
implementing  any of the  foregoing  by any  Governmental  Person,  but does not
include Governmental Approvals.

     "Knowledge,"  "known" and "knows,"  whether or not  capitalized  herein and
when used with respect to matters covered by representation,  warranty, covenant
or other  provision of this Agreement  applicable to Seller or Buyer,  means the
knowledge and beliefs of the (i) Chief Financial  Officer and General Counsel of
Seller, or (ii) the President and General Counsel of Buyer.

     "Lien"  means any  lien,  mortgage,  encumbrance,  charge,  pledge,  lease,
security interest, claim, option or right of any kind (including any conditional
sale or other title retention agreement).

     "Loan  Agreement"  means that certain Loan  Agreement by and between Buyer,
Seller, B-3 Limited Partnership and PILP of even date herewith.

     "Loan  Documents"  shall  mean  the  Loan  Agreement,  the  B-3  Collateral
Documents,  the B-3 Promissory Note, the Pittsfield Collateral Documents and the
Pittsfield Promissory Note.

     "Person"  means any  individual,  corporation,  partnership,  trust,  joint
venture,  unincorporated  association,  limited liability company,  Governmental
Person or other entity.

     "PILP" has the meaning set forth in the Recitals.

     "Pittsfield  Collateral  Documents" shall mean those certain guaranties and
collateral   documents   securing  the  Pittsfield   Promissory   Note  as  more
particularly described in the Loan Agreement.

     "Pittsfield Facility" has the meaning set forth in the Recitals.

     "Pittsfield LP Interest" has the meaning set forth in Section 4.8.

     "Pittsfield  Partnership  Agreement"  has  the  meaning  set  forth  in the
Recitals.

     "Pittsfield Promissory Note" has the meaning given in Section 3.2.6.

     "Pittsfield Purchase Price" means an aggregate consideration of Two Million
Eight Hundred Thousand Dollars ($2,800,000) as described in Section 3.2.6.

     "Pittsfield  Site" means the property on which the  Pittsfield  Facility is
located.

     "Ridgewood/B-3   Agreements"  means  the  Shareholders  Agreement  and  the
Contribution  Agreement  dated  as  of  August  11,  1994  between  B-3  Limited
Partnership,   Energy  Answers  Corporation,   Buyer,  EAC  Systems,  Inc.,  EAC
Operations/Albany, Inc., Seller, and Berkshire B-3.

     "Ridgewood/PILP Agreements" means the following agreements:

     (A) Agreement of Shareholder  Regarding  Voting of Stock dated as of August
24, 1993 between Energy Answers Corporation, ECO Pittsfield, and Seller.

     (B) Waste  Supply  Pricing  Agreement  dated as of August 24, 1993  between
PILP, Seller, Buyer, and Energy Answers Corporation.

     (C)  Letter  Agreement  dated  August  27,  1993  between  ECO  Pittsfield,
Berkshire RR Limited Partnership, and Seller.

     "Securities  Act" means the  Securities  Act of 1933,  as amended,  and all
rules and regulations adopted thereunder.

     "Seller" has the meaning set forth in the Preamble.

     "Shareholders  Agreement" means that certain  Shareholders  Agreement dated
August 18, 1994, by and among Berkshire B-3, Seller and Buyer.

     1.2  Interpretations.  For purposes of this Agreement,  except as otherwise
expressly provided or unless the context otherwise necessarily requires:

     1.2.1 the terms  "herein,"  "herewith"  and "hereof" are references to this
Agreement, taken as a whole;

     1.2.2  the  terms   "include,"   "includes"  and  "including"   shall  mean
"including, without limitation";

     1.2.3 references to a "Section,"  "Article,"  "Exhibit" or "Schedule" shall
mean a Section,  Article, Exhibit or Schedule of this Agreement, as the case may
be;

     1.2.4 references to a given  agreement,  instrument or other document shall
be a reference  to that  agreement,  instrument  or other  document as modified,
amended,  supplemented  and restated through the date as of which such reference
is made;

     1.2.5  references  to  a  Person  includes  its  permitted  successors  and
permitted assigns;

     1.2.6 the singular shall include the plural and the masculine shall include
the feminine and neuter, and vice versa;

     1.2.7  reference  to a  given  Governmental  Rule  is a  reference  to that
Governmental Rule as amended, modified,  supplemented or restated as of the date
on which the reference is made; and

     1.2.8  accounting terms have the meaning given to them by GAAP applied on a
consistent basis by the Person to which they relate.

                                   ARTICLE II
         SALE AND PURCHASE OF B-3 STOCK AND LP INTERESTS; PURCHASE PRICE

     2.1 Sale of Berkshire B-3 Stock and the B-3 LP Interest. Upon the terms and
subject to the conditions of this Agreement,  at the Closing, Seller shall sell,
and Buyer shall purchase,  the Berkshire B-3 Stock and the B-3 LP Interest for a
price equal to the B-3 Purchase Price. The B-3 Purchase Price shall be allocated
as follows: 1% for the Berkshire B-3 Stock and 99% for the B-3 LP Interest.

     2.2 Sale of  Pittsfield  LP  Interest.  Upon the terms and  subject  to the
conditions of this Agreement,  at the Closing, Seller shall sell and Buyer shall
purchase,  the  Pittsfield  LP  Interest  for a  purchase  price  equal  to  the
Pittsfield Purchase Price.

     2.3 Manner of Payment. At the Closing,  Buyer shall pay the purchase prices
specified in Section 2.1 and Section 2.2 in the manner specified in Article 3.

                 ARTICLE III CLOSING DATE AND ACTIONS AT CLOSING

     3.1 Closing Date.  Subject to the terms and  provisions of this  Agreement,
the closing of the  transactions  contemplated by this Agreement (the "Closing")
shall be held at the offices of EAC  Operations,  Inc.,  79 North Pearl  Street,
Albany, NY at 10:00 a.m. Eastern Standard Time, on September 20, 2002 or on such
other  date  and at such  other  place  as may be  mutually  agreed  upon by the
parties. The date of the Closing is sometimes referred to herein as the "Closing
Date."

     3.2 Actions at Closing.  In  addition  to and  without  limiting  any other
provisions of this Agreement,  Seller and Buyer shall take the following actions
or cause the following actions to be taken at the Closing:

     3.2.1  Berkshire  B-3 Stock  Certificates.  Seller  shall  deliver to Buyer
certificates  representing  the Berkshire  B-3 Stock,  duly endorsed in blank or
accompanied  by duly executed  stock powers in blank in proper form for transfer
together with all corporate records of Berkshire B-3.

     3.2.2  Assignment  of B-3 LP Interest.  Seller and Buyer shall  execute and
deliver the Assignment of B-3 LP Interest.

     3.2.3 Assignment of Pittsfield LP Interest.  Seller and Buyer shall execute
and deliver the Assignment of Pittsfield LP Interest.

     3.2.4 Other Closing  Documents.  Seller and Buyer shall execute and deliver
the other Closing Documents.

     3.2.5 Payment of B-3 Purchase  Price.  The B-3 Purchase Price shall be paid
by Buyer as follows:

     (a) Four Hundred  Thousand  Dollars  ($400,000)  shall be paid to Seller by
wire  transfer  or other  credit of  immediately  available  funds to an account
designated by Seller.

     (b) Three Million Dollars  ($3,000,000) shall be paid to Seller pursuant to
the terms and  conditions of a negotiable  promissory  note in the form attached
hereto as Exhibit C (the "B-3  Promissory  Note")  secured by Buyer's  ownership
interests in B-3 Limited Partnership and Berkshire B-3 and guaranteed by certain
of its  Affiliates,  all  pursuant  to the  terms  and  conditions  of the  Loan
Agreement, the B-3 Collateral Documents and other documents described therein.

     3.2.6 Payment of Pittsfield  Purchase Price. The Pittsfield  Purchase Price
shall be paid by Buyer as follows:

     (a) Eight Hundred  Thousand  Dollars  ($800,000) shall be paid to Seller at
closing by wire transfer or other credit of  immediately  available  funds to an
account designated by Seller.

     (b) Two Million Dollars ($2,000,000) shall be paid to Seller by delivery of
a  negotiable  promissory  note in the form  attached  hereto as  Exhibit D (the
"Pittsfield Promissory Note") secured by Buyer's ownership interests in PILP and
ECO Pittsfield and guaranteed by certain of its Affiliates,  all pursuant to the
terms and conditions of the Loan Agreement,  the Pittsfield Collateral Documents
and other documents described therein.

     3.2.7.  Return of  Deposits.  Seller  shall  wire  transfer  to an  account
designated by B-3 Limited Partnership all amounts on deposit in the Revenue Fund
Lockbox Account,  and the Revenue Fund Money Market Account maintained by Seller
at JPMorganChase.

     3.2.8  Termination  of  Agreements.  Seller and Buyer  shall  enter into an
agreement  terminating  the  Ridgewood/B-3  Agreements  and  the  Ridgewood/PILP
Agreements.

     3.3 Additional  Actions.  Seller and Buyer shall, on request,  on and after
the Closing  Date,  take such further  actions as may be  requested  pursuant to
Section 9.5.

               ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller  hereby   represents  and  warrants  to  Buyer  (regardless  of  any
examinations,  inspections,  audits or other investigations Buyer has heretofore
made or may hereafter make with respect to such  representations and warranties)
as of the Closing Date as follows:

     4.1 Due  Organization.  Seller is a business trust duly organized,  validly
existing and in good standing under the laws of the State of Delaware.

     4.2 Power and Authority.  Seller has full power and authority to enter into
and perform its obligations  hereunder and under the Closing  Documents to which
it is or will be a party and to consummate the  transactions  herein and therein
contemplated in accordance with the terms,  provisions and conditions hereof and
thereof.  All  proceedings  required  to be taken by Seller to  authorize  it to
execute,  deliver and perform the terms of this  Agreement and the other Closing
Documents to which it is or will be a party have been duly and validly taken.

     4.3 Valid, Binding and Enforceable Obligations.  Each of this Agreement and
the other  Closing  Documents to which Seller is or will be a party has been, or
will be on the Closing  Date,  as the case may be, duly and validly  executed by
Seller and constitutes,  or will constitute when executed, a valid, binding, and
enforceable obligation, enforceable against Seller in accordance with its terms,
except  as  such  enforceability  may  be  limited  by  applicable   bankruptcy,
insolvency,  reorganization,  moratorium  or similar laws  affecting  creditors'
rights and the  enforcement  of debtors'  obligations  generally  and by general
principles  of  equity,  regardless  of whether  enforcement  is  pursuant  to a
proceeding in equity or at law.

     4.4 No  Violations.  The execution and delivery by Seller of this Agreement
and the other Closing  Documents to which it is or will be a party, and Seller's
consummation of the  transactions  contemplated  hereby and thereby will not (a)
violate the  organizational  documents  of Seller,  (b) violate or  constitute a
Default or Event of Default under,  or cause or permit the  acceleration  of the
maturity of, or give rise to any right of termination,  cancellation, imposition
of fees or penalties under, any debt, obligation,  contract,  commitment of fees
or other  agreement to which Seller is a party or by which any of the properties
or assets of Seller is or may be bound, (c) result in the creation or imposition
of any Lien upon any of the  property  or assets of  Seller,  or under any debt,
obligation,  contract,  commitment or other agreement to which Seller is a party
or by which any of its  properties  or assets is or may be bound or (d)  violate
any Governmental Rule.

     4.5  Governmental   Consents  and  Notices.  No  Governmental  Approval  is
necessary or appropriate in connection with the execution and delivery by Seller
of this Agreement and the other Closing Documents, or the consummation by Seller
of the transactions  contemplated hereby and thereby,  including the transfer of
the  Berkshire  B-3 Stock,  the B-3 LP Interest and the  Pittsfield LP Interest.
Except as expressly described on Schedule 4.5, all of the Governmental  Consents
and  Notices  have  been  duly  obtained  or made and none has been  revoked  or
rescinded or has expired.


     4.6   Additional   Consents   and   Notices.   No   filing,   registration,
qualification,  notice, consent,  approval or authorization to, with or from any
Person is necessary or appropriate in connection with the execution and delivery
by Seller of this Agreement and the other Closing Documents, or the consummation
by Seller of the  transactions  contemplated  hereby and thereby,  including the
transfer  by Seller of the  Berkshire  B-3 Stock,  the B-3 LP  Interest  and the
Pittsfield  LP Interest.  Except as expressly  described on Schedule 4.6, all of
the Additional Consents and Notices have been duly obtained or made and none has
been revoked or rescinded or has expired.

     4.7 B-3  Partner  Interest  and  Berkshire  B-3 Stock.  Seller owns a 49.5%
limited partnership  interest in B-3 Limited Partnership as described in the B-3
Partnership  Agreement (the "B-3 LP Interest").  Seller owns the B-3 LP Interest
free and clear of all Liens.  Seller owns the Berkshire B-3 Stock free and clear
of all Liens.  No other party has any rights to acquire or  otherwise  holds any
interest in or has any rights with respect to the Berkshire B-3 Stock or the B-3
LP  Interest,  except  as may be  otherwise  provided  in  the  B-3  Partnership
Agreement  or the  Shareholders  Agreement.  Seller will sell and  transfer  the
Berkshire  B-3 Stock and B-3 LP Interest to Buyer at the Closing  free and clear
of all Liens as herein provided.

     4.8  Pittsfield  Partner  Interest.  Seller owns a 50% limited  partnership
interest in PILP as described in the PILP Partnership Agreement (the "Pittsfield
LP  Interest").  Seller owns the  Pittsfield  LP Interest  free and clear of all
Liens.  No other party has any rights to acquire or otherwise holds any interest
in or has any rights with respect to  Pittsfield  LP Interest,  except as may be
otherwise  provided  in the PILP  Partnership  Agreement.  Seller  will sell and
transfer  the  Pittsfield  LP Interest to Buyer at the Closing free and clear of
all Liens as herein provided.

     4.9 No Litigation.  There are no actions,  suits or proceedings of any type
pending or, to Seller's knowledge, threatened, against Seller, whether at law or
in  equity,   including  actions,  suits  or  proceedings,   before  or  by  any
Governmental Person, which relate to the B-3 Facility or the Pittsfield Facility
or Seller's  interest in Berkshire B-3, B-3 Limited  Partnership or PILP. Seller
has no  knowledge  of any  state  of  facts  or  contemplated  event  which  may
reasonably be expected to give rise to any such action, suit or proceeding.

     4.10 Bankruptcy.  Seller has not filed any voluntary petition in bankruptcy
or been  adjudicated  a bankrupt  or  insolvent,  filed any  petition  or answer
seeking any reorganization, liquidation, dissolution or similar relief under any
federal  bankruptcy,  insolvency,  or other  debtor  relief  law,  or  sought or
consented  to or  acquiesced  in  the  appointment  of  any  trustee,  receiver,
conservator  or  liquidator  of all or any part of its  properties.  No court of
competent  jurisdiction  has entered an order,  judgment  or decree  approving a
petition  filed  against  Seller   seeking  any   reorganization,   arrangement,
composition, readjustment,  liquidation, dissolution or similar relief under any
federal  bankruptcy act, or other debtor relief law, and no other liquidator has
been appointed of Seller or of all or any part of its properties.

     4.11 Securities Laws. Based upon and provided that the  representations  of
Buyer in Sections  5.7 and 5.8 are true and correct,  the sale of the  Berkshire
B-3 Stock, the B-3 LP Interest and the Pittsfield LP Interest is not required to
be registered  pursuant to the Securities  Act, or applicable  state  securities
laws or regulations.

     4.12  Brokers.   Neither  this  Agreement  nor  the   consummation  of  the
transactions  contemplated  hereby was induced by or procured through any Person
acting on behalf of, or representing,  either Seller, Berkshire B-3, B-3 Limited
Partnership,  PILP or any of their  Affiliates as a broker,  finder,  investment
banker, financial advisor or in any similar capacity.

     4.13  Berkshire  B-3. (A) Berkshire B-3 is a  corporation  duly  organized,
validly  existing and in good standing  under the laws of the State of Delaware,
and is qualified to transact business in the State of New York.

     (B)  Berkshire  B-3 has no (and has never had any)  assets  other  than its
general partnership interest in B-3 Limited  Partnership,  and has never engaged
in or  otherwise  been  involved  with any  business  enterprise  other than B-3
Limited Partnership. Berkshire B-3 has no (and has never had any) employees.

     (C) Berkshire B-3 has no Liabilities, and there is no basis for any present
or future action, suit, proceeding, hearing,  investigation,  charge, complaint,
claim, or demand against Berkshire B-3. For purposes of this section, Liability"
means any liability, whether known or unknown, asserted or unasserted,  absolute
or contingent,  accrued or unaccrued,  liquidated or unliquidated,  or due or to
become due. Without  limiting the generality of the foregoing,  Berkshire B-3 is
not a guarantor or otherwise  liable for any Liability or obligation,  including
indebtedness, of any other Person.

     (D)  Berkshire  B-3 is not a party to any contract or agreement  other than
the B-3 Limited Partnership Agreement and the Ridgewood/B-3 Agreements.

     (E)  Berkshire  B-3 has properly  and  accurately  completed  and filed all
federal,  state and local tax  returns  and  reports  required to be filed on or
before the  Closing  Date  (including  all such tax  returns  for the year ended
December  31,  2001),  and has paid all taxes due pursuant to such  returns.  No
penalties  are due with respect to any such tax returns filed after the required
filing date.

     (F) There are no actions,  suits or  proceedings of any type pending or, to
Seller's  knowledge,  threatened,  against  Berkshire B-3,  whether at law or in
equity,  including actions, suits or proceedings,  before or by any Governmental
Person,  and Seller has no knowledge of any state of facts or contemplated event
which  may  reasonably  be  expected  to give rise to any such  action,  suit or
proceeding.

     (G)  Berkshire  B-3 has not filed any  voluntary  petition in bankruptcy or
been  adjudicated a bankrupt or insolvent,  filed any petition or answer seeking
any reorganization, liquidation, dissolution or similar relief under any federal
bankruptcy, insolvency, or other debtor relief law, or sought or consented to or
acquiesced  in  the  appointment  of  any  trustee,  receiver,   conservator  or
liquidator  of  all  or any  part  of its  properties.  No  court  of  competent
jurisdiction has entered an order, judgment or decree approving a petition filed
against  Berkshire  B-3 seeking any  reorganization,  arrangement,  composition,
readjustment,  liquidation,  dissolution  or similar  relief  under any  federal
bankruptcy  act, or other debtor  relief law, and no other  liquidator  has been
appointed of Berkshire B-3 or of all or any part of its properties.

     The  representations  and warranties set forth in Sections  4.13(A) through
(G) are  qualified,  and Seller shall have no  liability,  to the extent that an
action or  actions by EAC  Operations  or any  affiliate  that has the effect of
making such representation untrue, incomplete or misleading.

                                    ARTICLE V
                     BUYER'S REPRESENTATIONS AND WARRANTIES

     Buyer  hereby  represents  and  warrants  to  Seller   (regardless  of  any
examinations,  inspections, audits or other investigations Seller has heretofore
made or may hereafter make with respect to such  representations and warranties)
as of the Closing Date as follows:

     5.1 Due Organization.  Buyer is a New York corporation, duly organized, and
validly  existing  under the laws of the State of New York,  and is qualified to
transact business in all jurisdictions  where the ownership of its properties or
its  operations  require  such  qualification,  except  where the  failure to so
qualify would not have a material adverse effect on its financial condition, its
ability to own its  properties  or transact  its  business,  or to carry out the
transactions contemplated hereby.

     5.2 Power and Authority.  Buyer has corporate  power and authority to enter
into and perform its obligations hereunder and under the other Closing Documents
to which it is or will be a party and to consummate the transactions  herein and
therein  contemplated  in accordance  with the terms,  provisions and conditions
hereof and thereof.  All corporate  proceedings required to be taken by Buyer to
authorize it to execute, deliver and perform the terms of this Agreement and the
other  Closing  Documents  to which it is or will be a party  have been duly and
validly taken.

     5.3 Valid, Binding and Enforceable Obligations.  Each of this Agreement and
the other  Closing  Documents to which Buyer is or will be a party has been,  or
will be on the Closing  Date,  as the case may be, duly and validly  executed by
Buyer and constitutes,  or will when executed constitute,  a valid, binding, and
enforceable obligation,  enforceable against Buyer in accordance with its terms,
except  as  such  enforceability  may  be  limited  by  applicable   bankruptcy,
insolvency,  reorganization,  moratorium  or similar laws  affecting  creditors'
rights and the  enforcement  of debtors'  obligations  generally  and by general
principles  of  equity,  regardless  of whether  enforcement  is  pursuant  to a
proceeding in equity or at law.

     5.4 No  Violations.  The execution and delivery by Buyer of this  Agreement
and the other Closing  Documents to which it is or will be a party,  and Buyer's
consummation of the  transactions  contemplated  hereby and thereby will not (a)
violate  or be in  conflict  with the  organizational  documents  of Buyer,  (b)
violate, be in conflict with, or constitute a Default or Event of Default under,
or cause or permit  the  acceleration  of the  maturity  of, or give rise to any
right of termination,  cancellation,  imposition of fees or penalties under, any
debt, obligation, contract, commitment of fees or other agreement to which Buyer
is a party or by which  any of the  properties  or  assets of Buyer is or may be
bound,  (c) result in the  creation  or  imposition  of any Lien upon any of the
property or assets of Buyer, or under any debt, obligation, contract, commitment
or other  agreement to which Buyer is a party or by which any of its  properties
or assets is or may be bound, or (d) violate any Governmental Rule.

     5.5 Bankruptcy. Buyer has not filed any voluntary petition in bankruptcy or
been  adjudicated a bankrupt or insolvent,  filed any petition or answer seeking
any reorganization, liquidation, dissolution or similar relief under any federal
bankruptcy, insolvency, or other debtor relief law, or sought or consented to or
acquiesced  in  the  appointment  of  any  trustee,  receiver,   conservator  or
liquidator  of all or any  substantial  part  of its  properties.  No  court  of
competent  jurisdiction  has entered an order,  judgment  or decree  approving a
petition   filed  against  Buyer   seeking  any   reorganization,   arrangement,
composition, readjustment,  liquidation, dissolution or similar relief under any
federal  bankruptcy act, or other debtor relief law, and no other liquidator has
been appointed of Buyer or of all or any substantial part of its properties.

     5.6 No Litigation.  There are no actions,  suits or proceedings of any type
pending or, to Buyer's knowledge,  threatened, against Buyer , whether at law or
in  equity,  before  or by any  Governmental  Person  which  relate  to the  B-3
Facility,   the  Pittsfield  Facility,   or  Buyer's  interest  in  B-3  Limited
Partnership,  Berkshire B-3, PILP or ECO  Pittsfield.  Buyer has no knowledge of
any state of facts or  contemplated  event which may  reasonably  be expected to
give rise to any such action, suit or proceeding.  Buyer is not operating under,
or subject to, or in default with  respect to, any order,  writ,  injunction  or
decree  of any  Governmental  Person  which  relate  to the  B-3  Facility,  the
Pittsfield Facility,  or Buyer's interest in B-3 Limited Partnership,  Berkshire
B-3, PILP or ECO Pittsfield.

     5.7 Investment Intent.  Buyer is acquiring the Berkshire B-3 Stock, the B-3
LP Interest and the Pittsfield LP Interest  solely for the purpose of investment
and not  with a view  to,  or for  sale in  connection  with,  any  distribution
thereof.  Buyer  acknowledges  that the Berkshire B-3 Stock, the B-3 LP Interest
and the PILP LP Interest are not  registered  under the  Securities Act and that
the Berkshire B-3 Stock,  the B-3 LP Interest and the Pittsfield LP Interest may
not be transferred or sold except in compliance with the registration provisions
of the  Securities Act or pursuant to an applicable  exemption  therefrom and in
compliance with applicable state securities laws and regulations.

     5.8 Accredited  Investor.  Buyer is an "accredited  investor" as defined in
Rule  501  of the  Securities  Act  and is a  sophisticated  investor  with  the
capability of evaluating the merits and risks of entering into this Agreement.

     5.9  Brokers.   Neither  this  Agreement  nor  the   consummation   of  the
transactions  contemplated  hereby was induced by or procured through any Person
acting  on behalf  of,  or  representing,  Buyer or any of its  Affiliates  as a
broker, finder, investment banker, financial advisor or in any similar capacity.

                                   ARTICLE VI
                   CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS

     The obligation of Buyer to consummate the transactions  contemplated hereby
shall be subject to the fulfillment to the satisfaction of, or waiver by, Buyer,
in its sole discretion,  of each of the following  conditions on or prior to the
Closing:

     6.1 No Termination.  This Agreement shall not have been terminated pursuant
to Section 9.6 hereof.

     6.2 Representations True and Correct;  Certificate. The representations and
warranties of Seller  contained in this  Agreement  shall be true and correct in
all  material  respects  on and as of the  Closing  Date with the same force and
effect as if made on and as of the Closing Date,  and Seller shall have executed
and delivered to Buyer an officer's certificate confirming the same.

     6.3 Compliance with Covenants; Certificate. Seller shall have performed and
complied  with  all  covenants,  agreements  and  conditions  required  by  this
Agreement  to be  performed  or  complied  with by it prior to or on the Closing
Date,  and Seller  shall  have  executed  and  delivered  to Buyer an  officers'
certificate confirming the same.

     6.4 No Adverse  Proceedings.  On the Closing  Date, no action or proceeding
shall be pending by any public authority or private  individual or entity before
any court or  administrative  body to restrain,  enjoin or otherwise prevent the
consummation  of this Agreement or the  transactions  contemplated  hereby or to
recover  any  damages  or obtain  other  relief as a result of the  transactions
proposed hereby.

     6.5  Proceedings  Satisfactory.  All  proceedings to be taken in connection
with the consummation of the transactions contemplated by this Agreement and all
documents  incident  thereto,  shall  be  reasonably  satisfactory  in form  and
substance  to Buyer and its  counsel,  and,  Buyer and its  counsel  shall  have
received  copies of such documents and customary  certificates  as Buyer and its
counsel may reasonably request in connection therewith.

     6.6 Consents and Notices. All Governmental Consents and Notices, Additional
Consents and Notices and other consents or notices  required to be obtained from
or made to any Person shall have been duly  obtained,  made or provided,  as the
case may be, and shall be in full force and effect.

     6.7 Legal Opinion. Buyer shall have received from Seller's general counsel,
opinions as to the  authorization,  delivery and  enforceability  of the Closing
Documents  and the other  acts to be  performed  by Seller  at  Closing  in form
reasonably acceptable to Buyer and its counsel.

     6.8 Execution and Delivery of Closing Documents. This Agreement and each of
the other  Closing  Documents  shall  have been duly  authorized,  executed  and
delivered  by the  parties  thereto and shall be in full force and effect on the
Closing Date without any material Default or Event of Default having occurred or
existing  thereunder or material breach thereof or circumstance which would give
any party thereto the right to terminate any such Closing Document.

     6.9 No Violations. The consummation of the transactions contemplated hereby
and by the other Closing Documents shall not violate any Governmental Rule.

     6.10 Closing  Actions.  Each of the actions  required to be taken by Seller
pursuant to Section 3.2 or  otherwise  to effect the  transactions  contemplated
hereby shall have been duly  performed and complied  with,  and Buyer shall have
received satisfactory evidence of any and all such actions.


                                   ARTICLE VII
                  CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS

     The obligation of Seller to consummate the transactions contemplated hereby
shall be  subject  to the  fulfillment  to the  satisfaction  of, or waiver  by,
Seller, in its sole discretion,  of each of the following conditions on or prior
to the Closing:

     7.1 No Termination.  This Agreement shall not have been terminated pursuant
to Section 9.6 hereof.

     7.2 Representations True and Correct;  Certificate. The representations and
warranties of Buyer contained in this Agreement shall be true and correct in all
material  respects on and as of the Closing  Date with the same force and effect
as if made on and as of the  Closing  Date,  and Buyer shall have  executed  and
delivered to Seller an officer's certificate confirming the same.

     7.3 Compliance with Covenants;  Certificate. Buyer shall have performed and
complied  with  all  covenants,  agreements  and  conditions  required  by  this
Agreement  to be  performed  or  complied  with by it prior to or on the Closing
Date,  and Buyer  shall  have  executed  and  delivered  to Seller an  officers'
certificate confirming the same.

     7.4 No Adverse  Proceedings.  On the Closing  Date, no action or proceeding
shall be pending by any public authority or private  individual or entity before
any court or  administrative  body to restrain,  enjoin or otherwise prevent the
consummation  of this Agreement or the  transactions  contemplated  hereby or to
recover  any  damages  or obtain  other  relief as a result of the  transactions
proposed hereby.

     7.5  Proceedings  Satisfactory.  All  proceedings to be taken in connection
with the consummation of the transactions contemplated by this Agreement and all
documents  incident  thereto,  shall  be  reasonably  satisfactory  in form  and
substance  to Seller and its  counsel,  and,  Seller and its counsel  shall have
received  copies of such documents and customary  certificates as Seller and its
counsel may reasonably request in connection therewith.

     7.6 Consents and Notices. All Governmental Consents and Notices, Additional
Consents and Notices and other consents or notices  required to be obtained from
or made to any Person shall have been duly  obtained,  made or provided,  as the
case may be, and shall be in full force and effect.

     7.7 Legal Opinion.  Seller shall have received from Buyer's general counsel
and from Bulkley, Richardson and Gelinas, LLLP, legal counsel to Buyer, opinions
as to the  authorization,  delivery and  enforceability of the Closing Documents
and the  other  acts to be  performed  by Buyer at  Closing  in form  reasonably
acceptable to Seller and its counsel.

     7.8 Execution and Delivery of Closing Documents. This Agreement and each of
the other  Closing  Documents  shall  have been duly  authorized,  executed  and
delivered  by the  parties  thereto and shall be in full force and effect on the
Closing Date without any material Default or Event of Default having occurred or
existing  thereunder or material breach thereof or circumstance which would give
any party thereto the right to terminate any such Closing Document.

     7.9 No Violations. The consummation of the transactions contemplated hereby
and by the other Closing Documents shall not violate any Governmental Rule.

     7.10  Closing  Actions.  Each of the actions  required to be taken by Buyer
pursuant to Section 3.2 or  otherwise  to effect the  transactions  contemplated
hereby,  including  the payment of the B-3 Purchase  Price and the PILP Purchase
Price,  shall have been duly  performed and complied with, and Seller shall have
received satisfactory evidence of any and all such actions.

                           ARTICLE VIII INDEMNIFICATION

     8.1  Indemnification  by Seller.  As Buyer's sole  monetary  remedy for any
breach of this  Agreement  by Seller,  Seller  shall to the  maximum  extent not
prohibited  by law,  indemnify,  defend and hold  harmless  Buyer and all of its
Affiliates,  shareholders,  partners, members, investors,  directors,  officers,
employees,   agents  and  assignees,  from  and  against  any  and  all  losses,
liabilities,  damages,  claims or expenses (including reasonable attorneys' fees
and expenses)  suffered or incurred to third parties by any such party by reason
of or resulting  from the  inaccuracy of any  representation  or warranty or the
breach,  nonfulfillment or nonperformance of any covenant or agreement of Seller
under  this   Agreement  or  any  other  Closing   Document.   All  of  Seller's
representations  and warranties  shall survive the Closing of this Agreement and
shall  continue  for a period of two years  after the  Closing  Date;  provided,
however, that Buyer agrees that Seller shall have no liability for any breach of
the  representations,  warranties  and  covenants  set forth herein unless Buyer
asserts claims that exceed $50,000 in the aggregate;  and provided further, that
representations  and  warranties  as to tax  matters  in Section  4.13(E)  shall
survive for six (6) years after the Closing date and shall not be subject to any
minimum claim threshold.  In no event shall Seller's liability  hereunder exceed
the Aggregate Purchase Price.

     8.2  Indemnification  by Buyer.  As Seller's sole  monetary  remedy for any
breach of this  Agreement  by  Buyer,  Buyer  shall to the  maximum  extent  not
prohibited by law,  indemnify,  defend and hold  harmless  Seller and all of its
Affiliates,  shareholders,  partners, members, investors,  directors,  officers,
employees,   agents  and  assignees,  from  and  against  any  and  all  losses,
liabilities,  damages,  claims or expenses (including reasonable attorneys' fees
and expenses)  suffered or incurred to third parties by any such party by reason
of or resulting  from the  inaccuracy of any  representation  or warranty or the
breach,  nonfulfillment  or nonperformance of any covenant or agreement of Buyer
under this  Agreement  . All of Buyer's  representations  and  warranties  shall
survive the Closing of this  Agreement  and shall  continue  for a period of two
years after the Closing Date; provided,  however,  that Seller agrees that Buyer
shall have no liability for any breach of the  representations,  warranties  and
covenants set forth herein unless Seller  asserts  claims that exceed $50,000 in
the  aggregate.  In no  event  shall  Buyer's  liability  hereunder  exceed  the
Aggregate Purchase Price.

     8.3  Releases.  Seller  hereby  releases  each of B-3 Limited  Partnership,
Berkshire   B-3,  PILP,   ECO/Pittsfield   and  Buyer,   and  their   respective
shareholders,  partners, directors, officers and successors, from (i) any claims
arising  under  or in  connection  with  the B-3  Partnership  Agreement  or the
Pittsfield Partnership Agreement,  and (ii) any other liabilities or obligations
to Seller arising on or before the Closing Date (excluding all obligations under
the Closing  Documents);  provided that the foregoing release shall not apply to
(i) any claim of  indemnification by any representative of Seller (or any of its
Affiliates)  who served as an officer or director of ECO Pittsfield or Berkshire
B-3 who is entitled to  indemnification  under the Certificate of Incorporation,
Bylaws or other  organizational  documents of ECO Pittsfield or Berkshire B-3 or
(ii)  claims  asserted  against  any of the  Ridgewood  Indemnified  Parties (as
defined in the Contribution  Agreement  described below) by a third party (other
than an affiliate of Seller) for which any of the Ridgewood  Indemnified Parties
is entitled to indemnification  under the contractual  indemnification set forth
in Article IV of the  Contribution  Agreement dated as of August 11, 1994 by and
among the Seller, Berkshire B-3, B-3 Limited Partnership,  the Buyer and certain
affiliates  of  the  Buyer.  B-3  Limited  Partnership,   Berkshire  B-3,  PILP,
ECO/Pittsfield  and Buyer  (collectively,  the "EAC  Entities")  hereby  release
Seller, and its shareholders,  directors,  officers and successors, from (i) any
claims arising under or in connection with the B-3 Partnership  Agreement or the
Pittsfield Partnership Agreement,  and (ii) any other liabilities or obligations
to the EAC  Entities  arising  on or before  the  Closing  Date  (excluding  all
obligations under the Closing Documents).

                                   ARTICLE IX
                      ADDITIONAL COVENANTS AND TERMINATION

     9.1 Seller's General Pre-Closing Covenants.  Until the Closing Date, Seller
shall, unless Buyer shall otherwise agree in writing, do the following:

     9.1.1 Representations and Warranties.  Refrain from doing, or causing to be
done, anything which would cause the representations and warranties set forth in
Articles 4 or 5 hereof from being  true,  complete  and  accurate on the Closing
Date as if made on such date.

     9.1.2 No Solicitations,  Etc. Refrain from soliciting,  encouraging (by way
of  furnishing  information,  or  otherwise),  or responding to any inquiries or
proposals for the acquisition of Berkshire B-3 Stock, the B-3 LP Interest or the
Pittsfield LP Interest.

     9.1.3  Notification.  Promptly  notify  Buyer  in  writing  of  any  event,
circumstance  or condition  that results or, with the passage of time or notice,
or both,  would  reasonably be likely to result,  in (a) any  representation  or
warranty of Seller under this Agreement  being false in any material  respect at
any time,  (b) any condition to Closing for the benefit of Buyer being unable to
be satisfied,  or (c) the inability of Seller to perform any of its  obligations
hereunder.

     9.2  Filings  and  Consents.  Seller,  on its own  behalf  and on behalf of
Berkshire B-3, B-3 Limited Partnership and PILP, and Buyer on its own behalf and
on behalf of Berkshire  B-3, B-3 Limited  Partnership  and PILP,  shall each use
their reasonable,  good faith and diligent efforts to make, or cause to be made,
all such  filings and  submissions  and obtain or cause to be obtained  all such
consents and approvals applicable to it, in order to consummate the transactions
contemplated by this Agreement in accordance with the terms hereof.

     9.3  Provision  of  Information.  A  photocopy  of all books  and  records,
accounts,  contracts,  and other  documents held by Seller or its Affiliates and
relating to Berkshire B-3, B-3 Limited  Partnership or PILP other than documents
wholly  internal to Seller or its Affiliates  shall be delivered by such parties
to Buyer at least five (5) days prior to the Closing Date, and originals of such
documents shall be delivered to Buyer at the Closing.

     9.4  Results  of  Operations.  Buyer and Seller  agree that the  results of
operations of the B-3 Limited Partnership and PILP, whether  attributable to the
period before or after the Closing Date, shall be for the respective  account of
B-3 Limited Partnership or PILP, as applicable.

     9.5 Further  Assurances.  Seller and Buyer shall, on request,  on and after
the  Closing  Date,  cooperate  with each  other by  furnishing  any  additional
information,   executing  and  delivering  any   additional   documents   and/or
instruments  and  doing  any and all  such  other  things  as may be  reasonably
requested  by any of the  parties or its  counsel  to  consummate  or  otherwise
further implement or effectuate the transactions  contemplated by this Agreement
and the other Closing Documents.

     9.6 Termination.  This Agreement may be terminated at any time prior to the
Closing as follows, and in no other manner:

     9.6.1 By Mutual  Agreement.  By the mutual agreement of Buyer and Seller in
writing.

     9.6.2 By Buyer.  By written notice from Buyer to Seller if (a) any material
condition  set forth  herein for the benefit of Buyer shall not have been timely
satisfied,  (b) Seller fails to perform any material  obligation  hereunder in a
timely manner and fails to cure the same promptly  after written  notice thereof
from Buyer to Seller or (c) any  representation  or warranty of Seller hereunder
proves to be false in any  material  respect  and is not  promptly  cured  after
written notice thereof from Buyer to Seller.

     9.6.3 By Seller. By written notice from Seller to Buyer if (a) any material
condition  set forth herein for the benefit of Seller shall not have been timely
satisfied,  (b) Buyer fails to perform any  material  obligation  hereunder in a
timely manner and fails to cure the same promptly  after written  notice thereof
from Seller to Buyer or (c) any  representation  or warranty of Buyer  hereunder
proves to be false in any  material  respect  and is not  promptly  cured  after
written notice thereof from Seller to Buyer.

     9.6.4 By Any Party.  By written  notice from any party to the other parties
if the Closing  contemplated  hereunder has not taken place on or before October
31, 2002.

                           ARTICLE X INCOME TAX MATTERS

     10.1  Certain  Income  Tax  Effects  of  the   Transactions.   The  parties
acknowledge and agree that the  transactions  contemplated by this Agreement and
the other Closing  Documents  relating to B-3 Limited  Partnership and PILP will
have the  following  consequences,  among other  consequences,  for  purposes of
federal, state and local income taxes:

     10.1.1 Seller and Buyer will take into account their  respective  allocable
shares (determined in accordance with Section 10.2 and the provisions of the B-3
Partnership Agreement and the Pittsfield Partnership  Agreement,  as applicable)
of the income, gains,  deductions,  losses,  credits and other tax-related items
attributable to their respective limited partnership  interests:  (i) in the B-3
Limited  Partnership  for  the  portion  of the  taxable  year  of  B-3  Limited
Partnership ending on the Closing Date, and (ii) in PILP for the taxable year of
PILP ending on the Closing Date; and

     10.1.2  Buyer will take into account its  allocable  share  (determined  in
accordance with Section 10.2) of the income, gains, deductions,  losses, credits
and other  tax-related  items  attributable to its interest:  (i) in B-3 Limited
Partnership  for the  portion of the  taxable  year of B-3  Limited  Partnership
starting  the day after the Closing  Date;  and (ii) in PILP for its new taxable
year starting the day after the Closing Date.

     10.2 Closing of Books.

     10.2.1 The  parties  acknowledge  that the  transfer of the  Pittsfield  LP
Interest  pursuant to this  Agreement  will result in a termination  for federal
income tax purposes of PILP  pursuant to Code Section  708(b)(2),  such that the
taxable year of PILP will end as of the Closing Date. The parties will determine
their respective allocable shares of income, gains, deductions,  losses, credits
and other tax-related  items of PILP consistent with the Pittsfield  Partnership
Agreement  through the  Closing  Date as the end of PILP's  taxable  year in the
manner described in Section 10.2.3.

     10.2.2 The  parties  acknowledge  that the  transfer of the B-3 LP Interest
will result in the closing of the taxable year of B-3 Limited  Partnership  with
respect to Seller only,  pursuant to Code  Section  706(c).  Seller's  allocable
share of income, gains, deductions,  losses, credits and other tax-related items
with respect to the B-3 LP Interest  through the Closing Date will be made based
on such tax items actually  incurred as of the Closing Date and consistent  with
the B-3 Partnership Agreement.

     10.2.3  With  respect  to both PILP and B-3  Limited  Partnership,  income,
gains,  deduction,  losses,  credits  and other tax  related  items  through the
Closing  Date  will be based  upon  such tax  items  actually  incurred  through
September  28, 2002,  and then adjusted on a daily pro rata basis for the number
of days in the period  beginning  with the day  following  the Closing  Date and
ending with September 28, 2002 (and to exclude any extraordinary events that may
occur after the Closing Date).

     10.3 Covenant of Consistent Reporting.  Seller and Buyer each covenant that
it will cause to be timely filed all tax returns,  reports and forms  consistent
with the provisions of this Agreement; provided, Seller will not be deemed to be
in breach of these  covenants to the extent any failure to timely file a return,
report or form is  attributable  to a failure of the general  partner of PILP or
B-3 Limited  Partnership,  as applicable,  to provide any  information to Seller
necessary for such returns, reports or forms.

     10.4  Cooperation  and  Exchange  of  Information.  Buyer and Seller  shall
furnish  or cause  to be  furnished  to each  other  and  their  Affiliates  (at
reasonable times) upon request and as promptly as practicable,  such information
(including,  without  limitation,  access to  personnel  and books and  records)
pertinent to tax matters to which this Agreement relates and assistance relating
to such tax matters as is reasonably necessary for the preparation,  review, and
filing of any tax return,  the  preparation for any tax audit, or the defense or
prosecution  of any assessment or other similar claim or any  administrative  or
court proceeding. The party requesting information shall reimburse the other for
the third  party  costs of  providing  such  information,  including  reasonable
attorneys  fees.  Any  information  obtained by a party hereto or its Affiliates
from another party hereto or its  Affiliates in connection  with any tax matters
to which this  Agreement  relates shall be kept  confidential,  except as may be
otherwise  necessary in connection  with the filing of tax returns or claims for
refund or in conducting an audit or other proceeding.

     10.5 Tax Proceedings.  Buyer shall give reasonably prompt written notice to
Seller upon receipt by Buyer or any of its  Affiliates of written  notice of any
audit of,  assessment  against,  or  administrative,  court or other  proceeding
against Berkshire B-3, B-3 Limited  Partnership or PILP for taxable years ending
on or before the Closing Date.

     10.6 Survival.  Notwithstanding anything contained in this Agreement to the
contrary,  each of the  parties'  representations  and  warranties,  agreements,
rights,  and obligations with respect to any tax covered by this Agreement shall
survive the Closing and shall not terminate until the expiration of all statutes
of limitation  (including any and all extensions thereof) applicable to such tax
or the assessment thereof.

                             ARTICLE XI MISCELLANEOUS

     11.1  Transaction  Costs.  Except as otherwise  expressly  provided herein,
Buyer,  on the one hand,  and Seller,  on the other,  shall pay all of their own
costs and expenses (including attorneys' fees and other legal costs and expenses
and  accountants'  fees and other  accounting  costs and  expenses)  incurred in
connection with this Agreement and the transactions contemplated hereby.

     11.2 Entire Agreement.  This Agreement  represents the entire understanding
and agreement  among the parties with respect to the subject matter hereof,  and
supersedes all other  negotiations,  understandings and representations (if any)
made by and among such parties.

     11.3  Amendments.  The  provisions  of this  Agreement  may not be amended,
supplemented,  waived or changed orally, but only by a writing signed by each of
the parties hereto.

     11.4  Assignments.  No party  shall  assign its rights  and/or  obligations
hereunder  without  the  prior  written  consent  of each  other  party  to this
Agreement.

     11.5 Binding  Effect.  All of the terms and  provisions of this  Agreement,
whether so expressed or not, shall be binding upon, inure to the benefit of, and
be enforceable by the parties and their  respective  administrators,  executors,
legal representatives, heirs, successors and permitted assigns.

     11.6 Headings. The headings contained in this Agreement are for convenience
of reference only, are not to be considered a part hereof and shall not limit or
otherwise affect in any way the meaning or interpretation of this Agreement.

     11.7  Notices.  All notices,  requests,  consents and other  communications
required or permitted under this Agreement shall be in writing,  shall be deemed
to have been given when received, and shall (as elected by the party giving such
notice)  be  delivered  personally,  sent  by  certified  mail,  return  receipt
requested,  sent via a reputable  overnight  carrier that  provides  evidence of
receipt,  or sent  by fax  (with a copy  sent  by  such an  overnight  carrier),
addressed  to the party to whom  notice is being  given at its address set forth
below, or at such other address as such party shall have previously given notice
of to the other party in the manner provided in this Section.

      To Seller:                                           With a copy to:

      Ridgewood Electric Power Trust II           Downs Rachlin Martin PLLC
      c/o Ridgewood Power Corporation             199 Main Street, P.O. Box 190
      947 Linwood Drive                           Burlington, Vermont 05402-0190
      Ridgewood, New Jersey  07450                Attn:  Thomas H. Moody, Esq.
      Attn:  President                            Fax:     (802) 862-7512
      Fax:     (201) 447-0474

      To Buyer:                                            With a copy to:

      EAC Operations, Inc.                                 EAC Operations, Inc.
      79 North Pearl Street                                79 North Pearl Street
      Albany, New York  12207                     Albany, New York 12207
      Attn:  President                            Attn: General Counsel
      Fax:  (518) 436-6343                                 Fax: (518) 436-6343


     11.8  Severability.  If any  provision  of  this  Agreement  or  any  other
Agreement  entered into pursuant hereto is contrary to,  prohibited by or deemed
invalid under applicable law or regulation, such provision shall be inapplicable
and deemed  omitted to the extent so contrary,  prohibited  or invalid,  and the
parties  shall  negotiate  an equitable  adjustment  to the  provisions  of this
Agreement, or take such other actions, in order, to the maximum extent practical
in light of such holding of  invalidity  or  unenforceability,  to implement and
give  effect to the  intentions  of the  parties as  reflected  herein,  and the
remaining  provisions,  portions, or applications of this Agreement shall not be
affected thereby.  If any provision of this Agreement may be construed in two or
more ways, one of which would render the provision invalid or otherwise voidable
or  unenforceable  and another of which  would  render the  provision  valid and
enforceable,  such  provision  shall have the meaning which renders it valid and
enforceable.

     11.9  Waivers.  The  failure  or delay or any party at any time to  require
performance by another party of any provision of this Agreement,  even if known,
shall  not  affect  the  right of such  party  to  require  performance  of that
provision or to exercise any right, power or remedy hereunder. Any waiver by any
party of any breach of any provision of this  Agreement  should not be construed
as a wavier of any continuing or succeeding  breach of such provision,  a waiver
of the provision  itself,  or a wavier of any right,  power or remedy under this
Agreement.  No notice to or demand on any party in any case  shall,  of  itself,
entitle such party to any other or further  notice or demand in similar or other
circumstances.

     11.10 Enforcement Costs. If any legal action or other proceeding is brought
for the enforcement of this Agreement or any other Closing Document,  or because
of an alleged dispute,  breach,  default or misrepresentation in connection with
any provision of this Agreement or any other Closing Document, the successful or
prevailing  party or  parties  shall be  entitled  to  recover,  subject  to the
limitations  set forth in the Closing  Documents,  reasonable  attorneys'  fees,
sales and use taxes,  court  costs and all  out-of-pocket  expenses  even if not
taxable as court costs  (including,  without  limitation,  all such fees, taxes,
costs  and  expenses   incident  to  arbitration,   appellate,   bankruptcy  and
post-judgment  proceedings),  incurred in that action or proceeding, in addition
to any other relief to which such party or parties may be  entitled.  Attorneys'
fees shall include,  without  limitation,  paralegal fees,  investigative  fees,
administrative costs, sales and use taxes and all other reasonable and customary
charges billed by the attorney to the prevailing party.

     11.11 Remedies  Cumulative.  Except as otherwise expressly provided herein,
no remedy  herein  conferred  upon any party is intended to be  exclusive of any
other remedy, and each and every such remedy shall be cumulative and shall be in
addition to every other remedy given  hereunder or now or hereafter  existing at
law or in equity or by statute or  otherwise.  No single or partial  exercise by
any party of any right,  power or remedy  hereunder  shall preclude any other or
further exercise thereof.

     11.12  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument. Confirmation of execution
by telefax of a signature page shall be binding upon any party so confirming.

     11.13  Governing Law. This Agreement and all  transactions  contemplated by
this  Agreement  shall be governed by, and  construed and enforced in accordance
with,  the internal laws of the State of New York,  without regard to principles
of conflicts of laws.

     11.14 Preparation of Agreement.  This Agreement shall not be construed more
strongly against any party regardless of who is responsible for its preparation.
The parties  acknowledge  each  contributed  and is equally  responsible for its
preparation.

     11.15 Survival. All representations,  warranties,  covenants and agreements
made herein or otherwise  referenced  herein  shall  survive the  execution  and
delivery of this Agreement and the consummation of the transactions contemplated
hereby for the time periods herein provided.

     11.16 Inducement to Transaction. All representations and warranties made by
any party to this Agreement shall be deemed made for the purpose of inducing the
other party to enter into this Agreement.

     11.17 Receipt of Monies,  Etc. Any monies,  checks,  drafts,  money orders,
postal notes and other instruments  received after the Closing Date by Seller or
its  Affiliates  in payment of any amounts due B-3 Limited  Partnership  or PILP
with  respect to any period,  whether  before or after the Closing Date shall be
promptly delivered to Buyer.

     11.18 No Public  Disclosure.  After the Closing Date, Seller shall not make
any public statement or issue any press release concerning this Agreement or the
transactions  contemplated  hereby  without the prior  written  consent of Buyer
except (a) to the extent that Seller is required by law to make an  announcement
concerning said matters,  or (b) to the extent Seller or any affiliate of Seller
is required to make  disclosures  of this  transaction  in  connection  with any
securities  law filing,  in which case Seller shall provide Buyer with a copy of
the   announcement,   filing  or  other   disclosure   before  making  any  such
announcement,  filing or disclosure in order to provide Buyer the opportunity to
comment on the form and substance of the announcement.

     11.19 Waiver of Jury Trial Rights.  EACH OF THE PARTIES  HEREBY  KNOWINGLY,
VOLUNTARILY  AND  INTENTIONALLY  WAIVES THE RIGHT THAT ANY OF THEM MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT,  OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS  (WHETHER  VERBAL OR  WRITTEN)  OR ACTIONS OF ANY PARTY  HERETO.  THE
INCLUSION OF THIS SECTION 11.19 HAS BEEN A MATERIAL  INDUCEMENT  FOR EACH OF THE
PARTIES TO ENTER INTO THIS AGREEMENT.

     11.20 Waiver of Consequential  Damages. In no event shall any party to this
Agreement  be  liable  hereunder  for  any  indirect,   incidental,  special  or
consequential  damages of any nature  whatsoever  (including  liability for loss
profits or revenue or loss of business opportunity),  no matter how the same may
be caused.

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

RIDGEWOOD ELECTRIC POWER TRUST II
By: Ridgewood Power LLC, its Manager


By:
         Daniel V. Gulino
         Senior Vice President and General Counsel

BUYER:

EAC OPERATIONS, INC.


By:
         Larry D. Richardson
         President

The undersigned join in this Acquisition Agreement dated September 20, 2002
solely for the purpose of Section 8.3.

B-3 LIMITED PARTNERSHIP
By: Berkshire B-3, Inc., its General Partner


By:
         Larry D. Richardson
         President

PITTSFIELD INVESTORS LIMITED PARTNERSHIP
By: eco/Pittsfield, Inc., its General Partner


By:
         Larry D. Richardson
         President

BERKSHIRE B-3, INC.


By:
         Larry D. Richardson
         President

ECO/PITTSFIELD, INC.


By:
         Larry D. Richardson
         President