SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2001

                     Commission File No. 0-24143

                        RIDGEWOOD ELECTRIC POWER TRUST V
             (Exact Name of Registrant as Specified in Its Charter)

        Delaware                           22-3437351
(State or Other Jurisdiction             (I.R.S. Employer Identification No.)
of Incorporation or Organization)

  c/o Ridgewood Power LLC, 947 Linwood Avenue, Ridgewood, New Jersey 07450
         (Address of Principal Executive Offices)                 (Zip Code)

Registrant's Telephone Number, including Area Code:  (201) 447-9000

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act: Investor Shares of
   Beneficial Interest

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[X]

     There is no market for the Shares. The aggregate capital contributions made
for the Registrant's voting Shares held by non-affiliates of the Registrant at
March 30, 2002 was $93,288,750.

Exhibit Index is located on page [36].






PART I

Item 1.  Business.

Forward-looking statement advisory

         This Annual Report on Form 10-K, as with some other statements made by
Ridgewood Electric Power Trust V (the "Trust") from time to time, includes
forward-looking statements. These statements discuss business trends and other
matters relating to the Trust's future results and business. In order to make
these statements, the Trust has had to make assumptions as to the future. It has
also had to make estimates in some cases about events that have already
happened, and to rely on data that may be found to be inaccurate at a later
time. Because these forward-looking statements are based on assumptions,
estimates and changeable data, and because any attempt to predict the future is
subject to other errors, what happens to the Trust in the future may be
materially different from the Trust's statements here.

     The Trust therefore warns readers of this document that they should not
rely on these forward-looking statements without considering all of the things
that could make them inaccurate. The Trust's other filings with the Securities
and Exchange Commission and its offering materials discuss many (but not all) of
the risks and uncertainties that might affect these forward-looking statements.

     Some of these are changes in political and economic conditions, federal or
state regulatory structures, government taxation, spending and budgetary
policies, government mandates, demand for electricity and thermal energy, the
ability of customers to pay for energy received, supplies and prices of fuels,
operational status of plant, mechanical breakdowns, availability of labor and
the willingness of electric utilities to perform existing power purchase
agreements in good faith.

     By making these statements now, the Trust is not making any commitment to
revise these forward-looking statements to reflect events that happen after the
date of this document or to reflect unanticipated future events.

(a)  General Development of Business.

    The Trust was organized as a Delaware business trust on March 12, 1996 to
participate in the development, construction and operation of independent power
generating facilities and similar capital projects ("Independent Power Projects"
or "Projects"). Ridgewood Energy Holding Corporation ("Ridgewood Holding"), a
Delaware corporation, is the Corporate Trustee of the Trust.

     The Trust sold whole and fractional shares of beneficial interest in the
Trust ("Investor Shares") at $100,000 per Investor Share, and terminated its
private placement offering on April 15, 1998. It raised approximately
$93,000,000. Net of offering fees, commissions and expenses, the offering
provided approximately $76,000,000 for investments in the development and
acquisition of Independent Power Projects and operating expenses. The Trust has
approximately 1,620 holders of Investor Shares (the "Investors").

         The Trust is organized to be similar to a limited partnership.
Ridgewood Power LLC (the "Managing Shareholder"), a Delaware limited liability
company, is the Managing Shareholder of the Trust. In general, the Managing
Shareholder has the powers of a general partner of a limited partnership. It has
complete control of the day-to-day operation of the Trust. The Trust has a
Corporate Trustee, Ridgewood Energy Holding Corporation. The Corporate Trustee
acts on the instructions of the Managing Shareholder and is not authorized to
take independent discretionary action on behalf of the Trust.

         Robert E. Swanson and certain Swanson family trusts own 100% of the
equity of the following entities:

o Ridgewood Securities Corporation ("Ridgewood Securities")- Placement Agent;
o Ridgewood Power Management, LLC ("RPM") - Operates certain of the Projects
owned by the Trust and six other trusts organized by the Managing Shareholder;
o Ridgewood Power LLC ("Ridgewood Power")- Managing Shareholder of the Trust and
six other trusts; o Ridgewood Energy Holding Corporation - Corporate Trustee for
the Trust and six other trusts; and o Ridgewood Capital Management LLC
("Ridgewood Capital") - marketing affiliate and manager of seven venture capital
funds.


         Mr.  Swanson has sole voting and  investment  power over the Swanson
 family trusts and is the sole manager,  chief  executive officer of the above
 entities.

         In addition, the Trust is affiliated with the following trusts
organized by the Managing Shareholder (collectively the "Other Power Trusts"):

o Ridgewood Electric Power Trust I ("Power I"); o Ridgewood Electric Power Trust
II ("Power II"); o Ridgewood Electric Power Trust III ("Power III"); o Ridgewood
Electric Power Trust IV ("Power IV"); o The Ridgewood Power Growth Fund (the
"Growth Fund"); and o Ridgewood/Egypt Fund ("Egypt Fund").

         On November 5, 2001, the Trust sent to Investors a "Notice of
Solicitation of Consents" in which the Trust sought the Investor's consent to
amend the Amended Declaration of Trust ("Declaration") to, among other things,
eliminate provisions that require the Trust to have an independent review panel,
whose purpose was to review certain affiliated transactions. The Consents were
tabulated at the close of business on December 31, 2001. A total of 932.8877
Investor Shares were outstanding and entitled to be voted. Based on such
tabulation, a majority of Investor Shares consented to such withdrawal and
amendments.

 (b)  Financial Information about Industry Segments.

     The Trust operates in only one industry segment: independent power
generation and similar projects.

(c)  Narrative Description of Business.

(1)  General Description.

     The Trust was formed to participate in the development, construction and
operation of Projects that generate electricity for sale to utilities and other
users, and that might provide heat energy to users, as well as other similar or
capital projects that have similar risk-return characteristics, such as water
desalinization facilities.

(2)      The Trust's Investments.

(i)     Maine Hydro Projects

         On December 23, 1996, the Trust purchased from Consolidated Hydro, Inc.
a 50% interest in 14 small hydroelectric projects located in Maine. In order to
increase diversification of the Trust's investments, Power IV purchased the
remaining 50% interest. Each Trust paid approximately $6,700,000 for its
interest. The jointly owned partnership that acquired the Project also assumed a
lease obligation in the amount of $1,005,000.

         The 14 hydroelectric projects have an aggregate rated capacity of 11.3
megawatts. All electricity generated by the projects over and above their own
requirements is sold to either Central Maine Power Company ("Central Maine") or
Bangor Hydro-Electric Company ("Bangor Hydro") under long-term power purchase
contracts. Eleven of the contracts expire at the end of 2008 and the remaining
three expire in 2007, 2014 and 2017. The power contracts contain a provision
that enabled the price paid by Central Maine and Bangor to be re-determined by
the Maine Public Utilities Commission ("Maine PUC"). In 2001, the Maine PUC
reviewed the prices paid by Central Maine and Bangor and such prices were
lowered. However, the Trust believes that the overall impact of the lowered
price to the Maine Hydro Projects' revenue will not be material to the Trust.
The Maine Hydro Projects are "run-of-river" facilities, which means that the
amount of water passing through the turbines, and thus revenues generated, is
directly dependent upon the fluctuating level of flow of the river or stream.
Therefore, the amount of such flow, along with other intangibles, has a much
greater impact on revenues.

        The Maine Hydro Projects entered into a five year operating and
maintenance agreement with CHI Energy, Inc. under which a subsidiary of CHI
Energy manages and administers the Maine Hydro Projects for a fixed annual fee
of $307,500 (adjusted upwards for inflation), plus an annual incentive fee equal
to 50% of the excess of aggregate net cash flow over a target amount of $1.875
million per year. The maximum incentive fee is $112,500 per year; to the extent
the annual net cash flow exceeds $2.1 million, the excess will be carried
forward to future years; to the extent that the annual net cash flow is less
than $1.875 million, the deficit will be carried forward to future years. In
addition, CHI Energy is reimbursed for certain operating and maintenance
expenses. The agreement had an initial five-year term, which was extended for
another five-year term on June 30, 2001. The agreement can be extended for one
more additional five-year term by mutual consent of the parties thereto.

(ii) Maine Biomass Projects

         On July 1, 1997, the Trust and Power IV purchased a preferred
membership interest in Indeck Maine Energy, L.L.C. ("Indeck Maine"), an Illinois
limited liability company that owns two electric power generating stations
fueled by waste wood at West Enfield and Jonesboro, Maine. The Trust and Power
IV purchased the interest through a limited liability company owned equally by
each. The Trust's share of the purchase price was $7,298,000 and Power IV
provided an equal amount of the total purchase price.

         Indeck Energy Services, Inc. ("Indeck"), an entity unaffiliated with
the Trust, Power IV or any of their affiliates, owns the junior membership
interest in Indeck Maine. The preferred membership interest entitles the Trust
and Power IV to receive all net cash flow from operations each year until they
receive an 18% annual cumulative return on their capital contributions to Indeck
Maine. Any additional net operating cash flow in that year is paid to Indeck
until the total paid to it equals the amount of the 18% preferred return to the
Trust and Power IV for that year, without cumulation. Any remaining net
operating cash flow for the year is payable 25% to the Trust and Power IV
together and 75% to Indeck, unless the Trust and Power IV have recovered their
capital contributions from proceeds of a capital event. Thereafter, these
percentages change to 50% each. All non-operating cash flow, such as proceeds of
capital events, is divided equally between (a) the Trust and Power IV and (b)
Indeck. RPM operates the Projects and charges its expenses to Indeck Maine at
its cost.

         Each of the Projects has a 24.5 megawatt rated capacity and uses steam
turbines to generate electricity. The fuel is wood chips, bark, sawmill residue
and other forest related biomass. Both projects are QFs under PURPA. The Maine
Biomass Projects are members of the New England Power Pool ("NEPOOL"), an
association of New England generators, transmission utilities, distribution
utilities, power marketers and others. NEPOOL's control and market regulation
responsibilities are managed by ISO-New England, Inc. ("ISO"), an independent,
non-profit organization company.

         Due to the high costs associated with their operation, if the Maine
Biomass Projects are not operating pursuant to a bilateral agreement with
another party, they are generally operated, if at all, as peak load plants on
those few days per year (typically during summer heat waves) when there are
power and reserve shortages in New England. During the rest of the year, the
Maine Biomass Projects are shut down but are capable of being restarted on
several days' advance notice. Because the Projects are capable of providing
electricity, they are entitled to sell their "installed capability," or "ICAP,"
a measurement of the rated ability of a generating plant to produce electric
power. Power plants are credited with installed capability whether or not they
run. A member of NEPOOL that serves load (i.e., electric consumers)must own or
purchase installed capability on a monthly basis that at least equals its
expected load for the month (the maximum amount of power that its customers may
demand) plus mandated reserves. Generating facilities may enter into contracts
to sell installed capability or were able to purchase it through ISO auction.

         On November 28, 2000, Indeck Maine entered into a "Power Sales
Confirmation Agreement" with Constellation Power Source, Inc., ("Constellation")
pursuant to which Indeck Maine sold electric power to Constellation from the
West Enfield Facility for a period beginning June 1, 2001 through February 28,
2002. Upon expiration of the Constellation Contract, Indeck Maine entered into a
power sales agreement with Select Energy to sell the electric energy from the
West Enfield Plant for the month of March 2002. Select has the option of
extending such contract for four additional one-month extensions.

         In 1997, the State of Massachusetts passed the Electric Restructuring
Act, which, among other things, required that the State encourage the
development and construction of renewable resources. The Act requires entities
that sell electricity to end-use retail customers in Massachusetts to have in
their electric portfolio a certain percentage of renewable resources. Such
resources are termed RPS Attributes. Failure to have the required amount of
renewable energy results in a payment to the state equal to $.005/kwh for every
kwh of the deficiency. The Massachusetts Division of Energy Resources ("DOER")
recently issued final regulations regarding the RPS Attributes ("RPS
Regulations"). The RPS Regulations require that renewable electric generation
facilities, such as the Maine Biomass Plants, qualify as such pursuant to and as
required by the RPS Regulations. The Trust believes that the electric output of
the Maine Biomass Plants will qualify for RPS Attributes. If the West Enfield
Facility obtains such qualification from the DOER, then, pursuant to the power
sales contract, Select Energy will also purchase and pay an additional amount
for the RPS Attributes associated with the electric energy it purchased from the
West Enfield Facility. While the agreement with Select Energy is only for a term
of possibly five months, given the market and proposed supply of renewable
resources that can qualify for the RPS Attributes, the Trust believes that the
Maine Biomass Plants will be able to sell their RPS Attributes pursuant to
longer-term contracts. However, no negotiations regarding such contracts have
taken place.

         Finally, for 2001, Indeck Maine funded the approximately $1 million
difference between the Maine Biomass projects' revenues and operating expenses
by borrowing from its members. The Trust provided 25% of the loans, Power IV
also provided an equal 25% and the remaining 50% was provided by Indeck, all on
the same terms. Indeck Maine issued demand promissory notes bearing interest at
5% per year to evidence the indebtedness. Except for the joint ownership of
Indeck Maine, neither Indeck nor its affiliates are affiliated with or has any
material relationship with the Trust, Power IV, their Managing Shareholder or
their affiliates, directors, officers or associates of their directors and
officers.

(iii)  Santee River Rubber Company

         The Trust and Power IV purchased preferred membership interests in
Santee River Rubber Company, LLC, a South Carolina limited liability company
("Santee River"). Santee River built a waste tire and rubber processing facility
(the "Facility") located in Berkeley County, South Carolina. The Trust and Power
IV purchased the interest through a limited liability company owned two-thirds
by the Trust and one-third by Power IV. The Trust's share of the $13,470,000
purchase price for the membership interest in Santee River was $8,980,000 and
Power IV provided the remaining $4,490,000. The remaining equity interest in
Santee River was owned by a wholly owned subsidiary of Environmental Processing
Systems, Inc. ("EPS") of Garden City, New York. EPS was the developer of the
Facility. EPS provided administrative services to Santee River during the
construction of the Facility at its cost (including direct and indirect costs
and allocable overhead). At the same time as it sold the Trust and Power IV
their membership interest, Santee River borrowed $16,000,000 through tax-exempt
revenue bonds sold to institutional investors and another $16,000,000 through
taxable convertible bonds sold to qualified institutional purchasers
(collectively the "Debt"). It also obtained $4,500,000 of subordinated financing
from the general contractor for the Facility, which is only repayable if the
Facility meets specified construction and performance criteria.

         The Facility was constructed by Bateman Engineering, Inc. (the
"Contractor") pursuant to a turnkey construction agreement between the
Contractor and Santee River for a fixed price of $30.5 million. The Facility was
designed to receive and process waste tires and other waste rubber products and
produce fine crumb rubber of various sizes. Due to a variety of reasons
including, the Trust believes, wasteful and possibly fraudulent practices of
EPS, as well as design and other technical problems, the Facility was unable to
perform as represented and never achieved commercial operation. On October 26,
2000, EPS, on behalf of Santee River, filed a Chapter 11 bankruptcy proceeding
in U.S. Bankruptcy Court for the District of South Carolina. In the third
quarter of 2000, the Trust wrote down its entire investment in Santee River to
zero. As previously reported, the Trust instituted litigation against EPS
alleging fraud, breach of contract and other claims. This litigation was
effectively stayed, then ultimately dismissed, as a result of the bankruptcy
proceeding.

         The bankruptcy proceeding continued for all of 2001. The Santee River
Facility was sold for approximately $3,500,000; $2,400,000 in cash and
$1,000,000 in a note. A large part of the cash to be received from the sale
transaction will go to pay the administrative expenses of the bankruptcy
proceeding. The Trust believes that it was entitled to the first $457,000 of the
remaining cash to repay some earlier and additional loans provided by the Trust
to Santee River in order to fund the testing of the facility. As part of the
agreement to provide such loan, the Debtor agreed to give the Trust a priority
for such amount in any liquidation. Upon the sale, however, the Debtor was not
agreeable to re-paying the Trust the full amount of the $457,000 loan. The Trust
filed for a temporary restraining order to prevent the distribution of the
proceeds. The Trust and the Debt have agreed to settle the outstanding claim.
The Trust and Power IV will receive a cash payment of $300,000 and the remaining
$157,000 will be allowed as an unsecured, non-priority claim against the
bankruptcy estate.

(iv)     Quantum Conveyor Systems, LLC

     Quantum Conveyor Systems, LLC ("Quantum"), a company located in Northvale,
New Jersey, had developed a process of integrating control technology, software
and conveying equipment into a modular, cost-effective conveying system. In the
first quarter of 2000, Quantum ceased all material operations and the Trust
wrote off the entire investment for a loss of $2.8 million. There has been no
material change in Quantum's activities of financial position since the
cessation of operations. Further information on Quantum's business and the
structure of the Trust's investment is found in the Trust's previous Annual
Reports on Form 10-K.

(v) MetaSound Systems, Inc.

     MetaSound Systems, Inc. ("MetaSound") was organized to develop "digital
audio marketing" systems tied into the Internet. The systems were designed to
provide digital-quality messages, music and sound information to telephone
callers on hold or in a call-center queue while they wait or to shoppers,
visitors and others in retail stores and waiting areas. MetaSound was unable to
attract sufficient business to become profitable and the Managing Shareholder
concluded that additional funding from the Trust was not appropriate. MetaSound
unsuccessfully continued to seek additional equity financing until its capital
was exhausted in January 2000. On December 31, 2000, the Trust wrote off the
entire investment in MetaSound. Further information on MetaSound's business and
the structure of the Trust's investment is found in the Trust's previous Annual
Reports on Form 10-K.

 (vi) Ridgewood Waterpure

     Ridgewood Waterpure Corporation ("Waterpure") is a 54% owned subsidiary of
the Trust. Waterpure was to develop an advanced water distillation system that
was previously developed by Superstill Corporation ("Superstill"). Superstill,
located in California, became a debtor under Chapter 11 of the Bankruptcy Code
in 1997. In December 1998, Waterpure acquired substantially all of the assets of
Superstill (consisting primarily of patents, intellectual property rights and
in-process research and development) under a plan of reorganization approved by
the U.S. Bankruptcy Court for the Northern District of California and
Superstill's creditors.

     The Trust invested $3,500,000 and acquired 54% of Waterpure's common stock.
Creditors and licensors of intellectual property to Superstill received the
remaining 46% of the common stock in exchange for their claims against
Superstill. The Trust's invested funds were used by Waterpure to design, develop
and commercialize water distillation and purification systems using the
Superstill technology.

        Waterpure, however, was unable to produce a unit with a commercially
acceptable price and operating characteristics. Although the Waterpure
technology produces very pure water, it is more expensive to build, more
expensive to power and more difficult to maintain than other technologies that
produce acceptable drinking water. In addition, the minority shareholder of
Waterpure brought a legal action challenging Waterpure's rights to license and
sell its projects. Such litigation proved to be quite time consuming and
expensive to defend. Waterpure used its available cash to develop and market its
products, as well as defend against the litigation. In 2001, the available cash
ran out and the shareholders of Waterpure were all unwilling to provide
additional funds. Therefore, in October 2001, Waterpure filed under Chapter 7 of
the U.S. Bankruptcy Code to liquidate its assets. Such filing was made in the
Northern District of Ohio, but has since been transferred to the U.S. Bankruptcy
Court for the Northern District of California and essentially is being handled
in conjunction with the Superstill bankruptcy proceeding.

(vii) United Kingdom Landfill Projects

         In 1999, the Trust organized Ridgewood U.K. LLC, an English limited
liability company ("UK LLC") which formed Ridgewood UK Ltd ("UK LTD") to acquire
certain operating landfill gas generating projects located in England, Scotland
and Spain (the "UK Projects"). During 2001, the Growth Fund was admitted as a
member of UK LLC and contributed capital to allow UK LTD to acquire more UK
Projects. The Trust and the Growth Fund own an interest in UK LLC in proportion
to the capital each has contributed, net of distributions and allocated profits
and losses. At December 31, 2001, UK LLC is owned 70% by the Trust and 30% by
the Growth Fund. Prior to October 16, 2001, UK LLC owned 100% of the outstanding
shares of UK LTD which had acquired 10 UK Projects.

         On October 16, 2001, UK LTD issued additional shares as part of a
transaction (the "UK Merger") to acquire various landfill gas projects in
operation and under development, the assets of a company managing the UK
Projects and the assets of a company developing landfill gas projects. All of
the assets acquired were part of an affiliated group of companies that had
developed and operated the first 10 UK Projects. Subsequent to the UK Merger, UK
LTD changed its name to CLPE Holdings Limited. As a result of the UK Merger, UK
LLC's ownership interest in UK LTD decreased from 100% to 76.3%.

         Certain shareholders of UK LTD are attempting to renovate certain older
projects in the United Kingdom. Under the terms of the UK Merger agreement, if
they are successful in renovating these projects and the projects meet certain
performance tests, UK LTD will be obligated to acquire the renovated projects in
exchange for the issuance of additional shares. The number of shares to be
issued is dependent on the projected financial performance of the renovated
projects. If UK LTD issues the maximum number of shares to acquire the renovated
projects, UK LLC's ownership of UK LTD would fall from 76.3% to 63.5%

         Under the terms of the merger, certain directors and employees of UK
LTD have the option to acquire shares in UK LTD. The price to exercise the
options is equal to the share price of UK LTD at the time of the merger. If all
the options were exercised, UK LTD would receive approximately $2.9 million from
the exercise of the options and UK LLC's ownership of UK LTD would fall from
76.3% to 67.2%. If all the options were exercised and UK LTD issues the maximum
number of shares to acquire the renovated projects, UK LLC's ownership of UK LTD
would fall to 57%.

         UK LTD now owns 13 UK projects with a capacity of 23 megawatts. 14
additional projects are under development. The Trust has invested $16.7 million
in UK LTD and the Growth Fund has invested $5.8 million. In addition to equity
financing, the remaining portion of the purchase price for the UK Projects was
furnished under a credit facility provided to UK LTD by The Bank of Scotland,
which has an outstanding balance of $14.5 million at December 31, 2001.

         The UK LTD sells all of the electricity it produces to quasi-autonomous
non-governmental organizations that purchase electricity generated by renewable
sources (such as landfill gas power plants) on behalf of all British utilities
in order to meet British environmental protection goals. The electricity prices
are increased annually by a factor equal to the percentage increase in the
United Kingdom Retail Price Index. Prior to the UK Merger, an affiliate of the
developers of the UK Projects provided day-to-day maintenance and administrative
services under subcontract for a flat fee per kilowatt-hour. As part of the UK
Merger, UK LTD acquired the net assets of the company which was providing the
maintenance and administrative services. UK LTD is now responsible for its own
operating expenses which include development and administrative, operation,
labor and maintenance activities for all of its UK Projects.

         In addition to the plants located throughout Great Britain, UK LTD has
a 50% ownership interest in CLP Organogas SL ("Organogas"), a 2 megawatt plant
located in Seville, Spain. UK LTD obtained its interest in Organogas, as well as
a 50% interest in CLP Envirogas, SL, a management and development service
company also located in Seville, Spain, as part of the UK Merger.

(viii) Egyptian Projects

     In late 1998, the Trust and the Growth Fund began investigating Egyptian
opportunities. The two Trusts organized Ridgewood Near East Holdings, LLC, a New
Jersey limited liability company ("Holdings") as a holding company for their
Egyptian investments. In 2001, the Egypt Fund became a member of Holdings. The
three Trusts to date have contributed approximately $39.1 million to Holdings.
Each Trust owns equity in Holdings in proportion to the capital it has
contributed, net of distributions and allocated profits and losses. Holdings, in
turn, owns all of the equity in the Egyptian operating subsidiaries, including
Ridgewood Egypt For Infrastructure LTD ("REI"), which is the entity through
which Egyptian investments are made. REI has developed projects to supply
electricity and potable water to the tourist industry on the Red Sea in Egypt.

         REI has 18 water plants constructed or under development, with a total
capacity of 21,200 cubic meters per day of potable water production (one cubic
meter equals 264.2 U.S. gallons) and 6 electric generation plants constructed or
under development with a total capacity of 23,400 kilowatts.

         REI's projects generally sell their electricity and drinking water
output under contracts governed by Egyptian law. There is no formal regulatory
authority that reviews those prices or which has authority to set them.
Long-term electricity and water contracts generally include an annual price
escalation clause as well as a fuel price adjustment clause to insulate REI from
fuel price increases. Most contracts are denominated in Egyptian pounds.
Although the buyer is therefore allowed to pay in local currency, those
long-term contracts generally contain a currency adjustment clause that is
intended to keep REI whole if the Egyptian currency depreciates against the U.S.
dollar. Most contracts contain minimum annual purchase requirements. Where REI
supplies the electricity to the customer, REI also provides the electricity for
the water desalination equipment and includes that electricity cost in the
amount billed for water. Otherwise, the customer has the responsibility for
providing electric power and bears the risk of electricity price changes.

         REI produces electric power with diesel engine driven generators only.
Although Egypt is a producer of natural gas, the isolated tourist areas where
the Egyptian Projects are located do not have natural gas available in required
quantities. Diesel fuel is readily available throughout Egypt and is supplied at
a fixed price through government agencies. Diesel engine driven generators are a
well-proven technology over eighty years old. There are many qualified suppliers
throughout the world.

     All of REI's water desalination plants employ reverse osmosis equipment
("R/O"). This is a process where seawater or brackish water (water with less
salt than seawater but which is not drinkable or palatable) is pumped at high
pressure (1,000 pounds per square inch) through thin, porous membranes. The
pressurized water passes through but the salt and other large molecules remain
behind and thus are separated from the purified water. This process has been in
existence for over thirty years and is widely used throughout the world. There
are many suppliers of the R/O equipment and the membranes. REI primarily
purchases R/O equipment from a U.S. company named Waterlink, because it believes
Waterlink offers the best combination of price, service and quality. However REI
is not dependent on Waterlink and can build plants using other manufacturers'
equipment.

     REI's operating expenses, which are charged against the Egyptian Projects'
cash flow, include, development and administrative, operation and maintenance
activities for all of its Egyptian Projects. Electric generation costs that are
dependent on production volume include diesel fuel, consumables, maintenance and
major repairs. All of REI's electricity sales contracts provide for a 100% cost
pass-through as the price of diesel fuel changes.

     As a result of the September 11, 2001 terrorist attacks against the United
States, tourism in Egypt plummeted. Despite the continued violence in the Middle
East and the continued volatility of the region, recently the number of bookings
at the resorts serves by REI have increased, although they are still less than
normal or expected. The Trust anticipates that the effects of the September 11th
attacks and the current unrest in the Middle East will have a short-term effect
on Egyptian tourism.

              (ix) Mediterranean Fiber Optic Project

      In September 1999, the Trust and the Growth Fund organized Ridgewood
MedFiber LLC and each of them contributed $1.5 million to the joint venture on
equal terms. Ridgewood MedFiber then invested the $3 million in a 25% equity
interest in Global Fiber Group, a developer that was exploring a proposal to
construct a 3,600 kilometer (2,200 mile) long underwater fiber optic cable among
Spain, Southern France and Italy via the Mediterranean Sea. In February 2000 the
original management, which had been unable to obtain additional equity financing
for the Project, agreed to withdraw from the venture. Ridgewood MedFiber was
unable to find other equity investors for the venture and the venture ceased
activity in the second quarter of 2000. Accordingly, the Trust wrote off its
entire investment in the Project effective March 31, 2000.

(x)      Synergics, Inc. Acquisition

        Beginning in late 1999, the Managing Shareholder of the Trust, began
negotiations to buy nine existing hydroelectric generating plants from
Synergics, Inc. ("Synergics"). In the course of negotiations and due diligence,
the Managing Shareholder learned that one of Synergics' lenders had declared a
payment default against Synergics and that the lender had agreed to discharge
the debt at a substantial discount from the face amount if payment was made by
the end of April 2000. In order to preserve the benefit of the lender's offer
and to allow completion of the acquisition on favorable terms, the Trust and the
Growth Fund, through a joint venture, acquired the debt from the lender on April
28, 2000 for a payment of $17 million to the lender. The debt remains in
default, but the joint venture is not exercising its remedies against Synergics
or the Synergics subsidiaries pending the proposed acquisition described below.
The Trust supplied $5 million of the capital used by the joint venture to
acquire the debt and the Growth Fund supplied the remaining $12 million. The
Trust and the Growth Fund will own the joint venture in proportion to the
capital each supplies and neither will have preferred rights over the other.

            The joint venture intends to acquire the Synergics hydroelectric
generation business by paying an additional $1 million to the shareholders of
Synergics and paying up to an additional $1.7 million of Synergics' tax
liabilities that might be incurred as a result of the sale of its assets. In
addition, the joint venture may forgive all or part of the $17 million of
outstanding debt and $774,114 of accrued interest. In addition, there is
approximately $8.625 million of debt owed to Fleet Bank, N.A. Depending upon the
ultimate structure of the transaction, the Fleet debt will either be discharged
(if an asset purchase transaction) or left intact (if a stock purchase
transaction). The structuring and closing of the acquisition will be finalized
after a review of certain financial, contractual and tax considerations. Until
the acquisition closes, Synergics has agreed to retain all working capital for
the account of the joint venture and to allow the joint venture to approve all
operational decisions and expenditures. Synergics is cooperating closely with
the joint venture in making operational decisions. However, although the joint
venture currently intends to acquire the Synergics hydroelectric generation
business as promptly as possible, neither the joint venture nor the Trust and
the Growth Fund are obligated to acquire Synergics or any of its assets. The
president of Synergics agreed to vote the stock of Synergics, Inc. beneficially
owned by him (approximately 69% of the voting stock) in favor of a merger or
other corporate reorganization as specified by the Trust and the Growth Fund
that materially complies with the provisions outlined above.

         (3)  Project Operation.

             The Maine Hydro Projects are QFs and have entered into long-term
power purchase agreements ("Power Contracts") with their local distribution
utilities. Under the Power Contracts for the Maine Hydro Projects, the local
utilities are obligated to purchase the contractual output of the Projects at
formula prices. No separate payments are made for capacity or capability and all
payments under the Power Contracts are made for energy supplied. The Maine Hydro
Projects are licensed or operated as "run-of-river" facilities, which means that
the amount of water passing through the turbines is directly dependent upon the
fluctuating level of flow of the river or stream. The Maine Hydro Projects have
a very limited ability to store water during high flows for use at low flow
periods. Therefore, they produce electric energy and sell it as generated at the
fixed rates provided in the Power Contracts. The Maine Hydro Projects are not
subject to fuel price changes or supply interruptions. Because the Maine Hydro
Projects are "run-of-river" hydroelectric plants, their output is dependent upon
rainfall and snowfall in the areas above the dams. Output is generally lowest in
the summer and highest in the spring and fall.

         The Maine Biomass Projects burn whole-tree wood chips, as well as wood
from processing of raw wood at paper mills or sawmills. The price of wood waste
fluctuates from time to time and may be a determinant of whether the Projects
can run profitably or not. The major causes of the fluctuation are changes in
woodcutting or wood processing volumes caused by general economic conditions,
increases in the use of wood waste by paper mills for their own cogeneration
plants, changes in demand from competing generating plants using wood waste or
paper mill refuse and weather conditions. The cost of wood waste is currently
significantly in excess of that anticipated at the time the Maine Biomass
Projects were purchased.

         Although the Maine Biomass Projects are QFs, they do not have long-term
Power Contracts and sell their capacity and electric energy through bilateral
contracts with utilities and other entities that distribute electricity.
Generators may sell directly to such entities on a bilateral basis, or they may
sell to the ISO. The ISO dispatches generating plants and takes their power in
accordance with offers and its estimate of the most economical means of
providing sufficient reliable electricity. It computes the clearing price for
each electrical product on an hourly basis, bills loads for their shares of the
products and is to pay generators in accordance with the generators' offers and
the market rules.

         The Maine Biomass Projects are "renewable power" projects. "Renewable
power" (often called "green power") is a catchphrase that includes Projects
(such as solar, wind, small hydroelectric, biomass, geothermal and landfill-gas)
that do not use fossil fuels or nuclear fuels. Renewable power plants typically
have high capital costs and often have total costs that are well above current
total costs for new gas-turbine production. As described above, in
Massachusetts, RPS Attributes are required to be purchased by entities serving
end-use retail electric customers. RPS Attributes are obtained from renewable
resources, such as the Maine Biomass Projects. As a result of the RPS Attribute
program in Massachusetts, and similar programs in other states that have not yet
been finalized, the Maine Biomass Projects may be able to sell their electric
output and the renewable or "green" credits associated with such electric power
at a premium over current wholesale electric rates.

         See, Item 3 "Legal  Proceedings"  for an update on the current
litigation that the Indeck  Projects are pursuing  against the ISO.

     The major costs of a Project while in operation will be debt service (if
applicable), fuel, taxes, maintenance and operating labor. The ability to reduce
operating interruptions and to have a Project's capacity available at times of
peak demand are critical to the profitability of a Project. Accordingly, skilled
management is a major factor in the Trust's business.

         In order to operate, most Projects require a variety of permits,
including zoning and environmental permits. Inability to obtain such permits
will likely mean that a Project will not be able to commence operations, and
even if obtained, such permits must usually be kept in force in order for the
Project to continue its operations. Compliance with environmental laws is also a
material factor in the independent power industry. The Trust believes that
capital expenditures for and other costs of environmental protection have not
materially disadvantaged its activities relative to other competitors and will
not do so in the future.

         The electricity markets in the United Kingdom were fully deregulated
several years before deregulation began in the U.S. Accordingly, the Trust,
through UK LTD, has invested in a niche area, landfill gas power plants. Several
of the Other Power Trusts own interests in two large landfill gas power plants
in Rhode Island and California and the technology and business are familiar to
Ridgewood Power. Further, because of the ecological benefits of landfill gas
power plants, the U.K. government has required utilities to enter into 15 year
Power Contracts at premium prices, through the Non-Fossil Fuels Purchasing
Agency. The UK Landfill Projects enjoy a status similar to QFs in the U.S. with
long-term Power Contracts. They enjoy a guaranteed price and market for their
output and are not subject to price fluctuations for their fuel. The major
business risks and considerations are keeping operating costs at a minimum
through good design, preventative maintenance and attention to fuel quality,
governmental policy changes and exchange rate fluctuations affecting the
pound-denominated revenues from the Projects. Thus the Trust believes that these
investments in a stable Western European country with a guaranteed market for
the output have the potential for long-term, stable income. Ridgewood Power is
investigating hedging and other strategies to reduce exchange rate risk when
cash flows from the UK Gas Projects become large enough to make these strategies
practical.

         The Egyptian projects are substantially riskier. Generally, these
Projects are being developed at remote resort hotel sites on the Red Sea, which
are distant from other electric and water sources. REI is developing the
Projects itself using local engineering personnel and contractors.
Environmental, construction, legal, and labor requirements are often unclear and
can change unpredictably at any time and without warning. REI may find it
difficult to enforce contracts and other legal obligations against local
suppliers or customers. There are no backup facilities to provide electricity or
water if the Projects fail or are unusable for any period of time.
Specifications for Projects have changed suddenly and unpredictably and in some
cases it has been necessary for REI to construct additional infrastructure.
Cultural, language and political differences between Egypt and the U.S. may
impair communication with personnel, cause errors and possibly cause hostile
action against the Projects by employees, residents or governmental agencies.
There have been occasional terrorist incidents in Egypt directed against Western
tourists and tourist facilities. In addition, terrorist attacks such as those
against the United States on September 11, 2001, although far removed from
Egypt, can have a devastating effect on tourism. Further such incidents might
deter tourism and make the host hotel resorts unprofitable or might even be
directed against the Egyptian Projects or their personnel.

      The Projects burn light fuel oil in diesel engines, which is brought in by
tanker truck. Supply interruptions, oil spills or fires are possible. Although
the Projects are exposed to world oil price variations, this risk is mitigated
because many of the Power Contracts contain price adjustments tied to fuel oil
prices that should substantially transfer the risk to the customers.

      The customers of most of the Egyptian Projects are single hotels. It is
possible that adverse events in the tourist industry, such as labor disputes,
airline problems, shortages of personnel, changes in customer taste,
environmental problems, overbuilding and international political or cultural
developments could depress tourist trade to the point that the hotels would be
unable to pay. Other risks include currency conversion and repatriation risks,
exchange rate fluctuations, taxation disputes, international hostilities,
arbitrary governmental action, religious tensions, anti-foreign sentiments and
legal changes.

(4) Trends in the Independent Power and Other Industries

    (i)  U.S. Electric Industry

           The Trust is somewhat insulated from recent deregulatory trends in
the electric industry because the Maine Hydro Projects are QFs with long-term
formula-price Power Contracts and a majority of the Trust's investments are
outside the United States.

         However, in general, 2001 was an extremely volatile and unpredictable
year for the electric generation and independent electric power industry. In the
State of California the year began with the state experiencing severe
electricity shortages. As a result, California, particularly San Francisco,
experienced rolling blackouts, high wholesale electric prices, and subsequently,
retail electric rates soared, and the California investor owned electric
utilities ("IOUs") experienced severe and critical cash shortages due, in large
part, to the fact that for 2000 and part of 2001 their rates to retail consumers
were frozen such that increased wholesale prices could not be passed on to
consumers. PG&E thus declared bankruptcy in April 2001 and for much of the
summer and fall of 2001, it was not at all clear whether Southern California
Edison Company would be able to survive without declaring bankruptcy. Moreover,
other parts of the United States, particularly New England, experienced
wholesale price spikes and shortages and while there was speculation that such
areas would experience California type blackouts and shortages, such events
never materialized.

         During most of 2001, as a result of the high wholesale prices in
California and other parts of the United States, independent power producers
naturally responded by either purchasing additional existing electric generation
or announcing plans to build additional new electric generation. There were
estimates that an additional 50,000 megawatts would be constructed during the
next several years. While such purchasing and proposed construction began prior
to 2001 and was not all in response to the California electric crisis, there is
not doubt that such crisis accelerated IPP purchasing and proposed construction.
However, as 2001 progressed the electric crisis appeared to fade and wholesale
prices fell significantly. Such change was due in large measure to the work of
various governmental agencies, extremely mild weather over much of the United
States, an increase electric conservation and a decrease in natural gas prices,
which fuel an overwhelming majority of the power plants.

         In addition to the problems described above regarding California, on
December 2, 2001, Enron Corp. ("Enron") filed for protection under the U.S.
Bankruptcy Code in the largest bankruptcy filing in United States history. While
extremely complicated and still the subject of a large number of congressional
and regulatory agency investigations, it appears that the Enron bankruptcy
resulted in large measure from the restatement of earnings and reduction of
shareholders' equity that Enron announced due to accounting irregularities.
Because Enron is primarily a power marketer that relies heavily on an investment
grade credit to conduct its power marketing business, when the restatements were
announced, rating agencies, such as Moody's and Standard & Poor's, lowered
Enron's credit rating, which in turn caused Enron's trading partners to
liquidate power contracts and/or refuse to continue to conduct business with
Enron. Enron's bankruptcy soon resulted.

         As a result of Enron's bankruptcy, many independent power producers
have seen their stock prices and credit rating plummet. In an attempt to reverse
such events, many IPPs have attempted to "clean-up" their balance sheets and
reduce debt by either selling (or attempting to sell) power facilities recently
purchased and have also cancelled many proposed new construction projects. In
addition to Enron's bankruptcy, the extremely low wholesale prices, the erratic
regulatory framework and the fact that many states have either canceled
deregulation or limited its scope and appeal, have all contributed to decision
to discontinue construction of new power plants. Although electric supply is
currently meeting demand nationwide due, in large measure, to mild weather, low
gas prices, new generation already online, and the economic downturn, there is a
possibility that should the economy turn around, gas prices increase,
conservation decrease and demand increase, shortages nationwide could result.
While such shortages could create social and political problems for entities
that own and operate electric generation facilities, such as the Trust, electric
shortages generally equate to higher wholesale electric prices.

         After the Power Contracts for the Maine Hydro Projects expire at
varying times from 2008 to 2020 or those contracts terminate for other reasons,
those Projects under currently anticipated conditions would be free to sell
their output on the competitive electric supply market, either in spot, auction
or short-term arrangements or under long-term contracts if those Power Contracts
could be obtained. There is no assurance that the Projects could then sell their
output or do so profitably.

     The Maine Biomass Projects are "renewable power" projects. "Renewable
power" (often called "green power") is a catchphrase that includes Projects
(such as solar, wind, small hydroelectric, biomass, geothermal and landfill-gas)
that do not use fossil fuels or nuclear fuels. Renewable power plants typically
have high capital costs and often have total costs that are well above current
total costs for new gas-turbine production. A number of states, including
Massachusetts, Connecticut and Maine, are requiring that retailers of
electricity purchase a certain minimum amount of electricity (often between 5%
to 30% of their total requirements) from renewable power sources. Although the
Massachusetts and Connecticut requirements were to have gone into effect by
spring 2000, delays in writing regulations defining renewable sources have
effectively suspended the requirements. Because there is yet no substantial
enforced demand for renewable energy, these state requirements have not had a
material effect on the price of renewable energy. Renewable energy is currently
priced almost identically to that of non-renewable energy.

    (ii) Foreign operations.

         The UK Projects operate under long-term contracts with the Non-Fossil
Fuels Purchasing Agency, a quasi-governmental agency. They enjoy a guaranteed
price and market for their output and are not subject to price fluctuations for
their fuel. The UK Projects are relatively unaffected by developments in the
United Kingdom electricity markets, which included the introduction in 2001 of
the New Electricity Trading Arrangements ("NETA"). NETA replaced the Electricity
Pool with a competitive wholesale energy market. This has resulted in a
reduction of around 40% in the wholesale electricity price. Whilst NETA has not
impacted the income stream for the UK Projects, it has caused problems for small
generators. The industry regulator, OFGEM, is looking at resolving these issues.

       The Egyptian Projects are developed at remote resort hotel sites on the
Red Sea, which are distant from other electric and water sources. As a result,
REI is relatively unaffected by trends in the Egyptian water and power industry,
which is concentrated along the Nile River and Mediterranean Coast. Prices for
power and water delivered to the Egyptian Projects hotels are based on
contracted rates. Some contracts are short-term and in other cases, hotels may
attempt to renegotiate the terms of their contracts. The market price for water
not under contract varies depending on many factors, including fuel cost,
availability of other sources of supply (primarily other desalination plants or
the Nile River), demand (which is heavily dependant on temperature) and
availability of transportation (primarily trucks and pipelines).

 (5)  Competition

     There are a large number of participants in the independent power industry.
Several large corporations specialize in developing, building and operating
independent power plants. Equipment manufacturers, including many of the largest
corporations in the world, provide equipment and planning services and provide
capital through finance affiliates. Many regulated utilities are preparing for a
competitive market, and a significant number of them already have organized
subsidiaries or affiliates to participate in unregulated activities such as
planning, development, construction and operating services or in owning exempt
wholesale generators or up to 50% of independent power plants. In addition,
there are many smaller firms whose businesses are conducted primarily on a
regional or local basis. Many of these companies focus on limited segments of
the cogeneration and independent power industry and do not provide a wide range
of products and services. There is significant competition among non-utility
producers, subsidiaries of utilities and utilities themselves in developing and
operating energy-producing projects and in marketing the power produced by such
projects.

     The UK Projects sell their output to a government agency and are not
subject to competition. Currently, the Egyptian Projects are located in remote
coastal areas that are not linked to the national electric power network and
thus are not subject to substantial competition for providing electricity. The
water Projects do not face substantial competition except from trucked-in water.
This also means that there is no substantial backup for the Projects if they
cannot operate for any reason. It is possible that in future years the national
network may extend to some or all of the Project sites, in which case there
might be competition.

(6)  Regulatory Matters.

     United States Regulation.

(i)      Energy Regulation

         The Projects located in the United States are Independent Power
Projects that are subject to a variety of law, including: (A) PURPA, which,
pursuant to regulations issued by FERC, provide incentives for the development
of QFs and generally provides an exemption from the provisions of the Public
Utility Holding Company Act of 1935, as amended (the "Holding Company Act"), the
Federal Power Act, as amended (the "FPA"), and, except under certain limited
circumstances, from state laws regarding rate or financial regulation. (B) The
Federal Power Act, which gives FERC exclusive rate-making jurisdiction over
wholesale sales of electricity in interstate commerce. While QFs under PURPA are
exempt from the rate-making and certain other provisions of the FPA, non-QFs are
subject to the FPA and to FERC rate-making jurisdiction. If any of the Trust's
electric power Projects failed to be a QF, it would have to comply with the FPA,
unless it filed for exempt-wholesale generator status under the Energy Policy
Act. (C) State Regulation. State public utility regulatory commissions have
broad jurisdiction over Independent Power Projects which are not QFs under
PURPA, and which are considered public utilities in many states. In states where
the wholesale or retail electricity market remains regulated, Projects that are
not QFs may be subject to state requirements to obtain certificates of public
convenience and necessity to construct a facility and could have their
organizational, accounting, financial and other corporate matters regulated on
an ongoing basis.

         (ii) Environmental Regulation.

     The construction and operation of Projects and the exploitation of natural
resource properties are subject to extensive federal, state, local and foreign
laws and regulations adopted for the protection of human health and the
environment and to regulate land use. The laws and regulations applicable to the
Trust and Projects in which it invests primarily involve the discharge of
emissions into the water and air and the disposal of waste, but can also include
wetlands preservation and noise regulation. These laws and regulations in many
cases require a lengthy and complex process of renewing licenses, permits and
approvals from federal, state local and foreign agencies. Obtaining necessary
approvals regarding the discharge of emissions into the air is critical to the
development of a Project and can be time-consuming and difficult. Each Project
requires technology and facilities that comply with federal, state local and
foreign requirements, which sometimes result in extensive negotiations with
regulatory agencies. Meeting the requirements of each jurisdiction with
authority over a Project may require extensive modifications to existing
Projects.

         Environmental, construction, legal, and labor requirements are often
unclear and can change unpredictably at any time and without warning.

(d) Financial Information about Geographic Areas

              For 2001, all revenues recorded by the Trust were from the United
Kingdom. In 2001, 97.9% of revenue was received from the Non-Fossil Fuels
Purchasing Agency, a quasi-governmental organization. The financial statements
of the Maine Hydro Projects, the Maine Biomass Projects, Quantum, MetaSound and
the Egyptian Projects are not consolidated with those of the Trust and,
accordingly, their revenues are not considered to be operating revenues. As of
and for the year ended December 31, 2001, income (loss) from sources inside and
outside the United States and asset locations were as follows:

Geographic
Location            Income (loss)          Assets

United States      $(3,889,000)          $ 18,219,000

United Kingdom        (392,000)             28,200,000

Egypt                   33,000              3,837,000

(e)  Employees.

     The Trust has no employees. The persons described below at Item 10 -
Directors and Executive Officers of the Registrant serve as executive officers
of the Trust and have the duties and powers usually applicable to similar
officers of a Delaware corporation in carrying out the Trust business.

REI has approximately 85 employees located in Egypt. UK LTD has approximately 41
employees located in the United Kingdom.

Item 2.  Properties.

     Pursuant to the Management Agreement between the Trust and the Managing
Shareholder (described at Item 10(c)), the Managing Shareholder provides the
Trust with office space at the Managing Shareholder's principal office at The
Ridgewood Commons, 947 Linwood Avenue, Ridgewood, New Jersey 07450.

     The following table shows the material properties (relating to Projects)
owned or leased by the Trust's subsidiaries or partnerships or limited liability
companies in which the Trust has an interest.

                                                     Approximate
                                                       Square
                     Ownership  Ground   Approximate  Footage of   Description
                     Interests  Lease      Acreage    Project          of
Projects   Location  in Land  Expiration   of Land    (Actual        Project
                                                     or Projected)
Maine Hydro 14 sites  Owned     n/a        24            n/a      Hydro-
            in Maine  by joint                                     electric
                      venture*                                     facilities

UK Projects 13 sites in  Leased or  2014-  less than   n/a     Landfill gas
            England,     licensed   2015    10 acres           fueled gene-
            Scotland and by UK LTD                             ration plants
            Spain

Egyptian    26 sites    Leased      n/a    less than      n/a    Electric gen-
            in Egypt    by REI ***         10 acres            erating or
                                                               water desali-
                                                               nation facil-
                                      ties

Maine    West Enfield  Owned     n/a       less        18,000     Wood waste-
 Bio-    and Jonesboro, by joint           than                 fired genera-
 mass    Maine          venture**           25                  tion facility


*Joint venture equally owned by Trust and Power IV.
**  Joint venture owned by Indeck, the Trust and Power IV.
*** Joint venture owned by Trust, Growth Fund and Egypt Fund



Item 3.  Legal Proceedings.

         On June 2, 2000, Indeck Maine filed a "Complaint Requesting Fast Track
Processing And Request For Immediate Action" with FERC seeking FERC's removal of
bid restrictions placed on Indeck Maine's Projects. The Complaint asserted that
the actions of the ISO in setting bid caps and unilaterally mitigating Indeck
Maine's bids far exceeded its authority under the ISO's market rules. On July
26, 2000, FERC agreed with Indeck Maine and ruled that the ISO had no basis to
impose bid restrictions upon Indeck Maine but, concluded, that "[w]e will grant
Indeck's request to order ISO-NE to remove the bid caps on Indeck's units as of
the date of this order." Unfortunately, FERC failed to rule that the ISO bid
caps and other restrictions were improper from their inception. On August 25,
2000, Indeck Maine filed a motion with FERC seeking a clarification that the bid
restrictions were improper from inception or, in the alternative, a rehearing on
that issue. FERC has yet to rule on the matter.

         In addition, as stated above, in early October 1999, the ISO informed
RPM that a scheduled transmission outage for October 16 and 17 required ISO to
activate all possible generation in Maine. The Maine Biomass Projects, which had
been shut down and which did not have full crews available, had a pre-existing
offer to supply electric energy at an high price, reflecting the costs of
restarting the plants, obtaining a crew on short notice and covering fixed
costs. The ISO accepted the offer subject to its market rules and conditions.
The Maine Biomass Plants operated as dispatched by the ISO on October 16 and, if
they were paid in accordance with their offer terms, would have received in
excess of $2.2 million. In November 1999, the ISO advised RPM that it would pay
a total of $5,000 for the energy the Projects produced on October 16. The ISO
has stated that, in its opinion, the Projects had monopoly-like market power on
October 16 and that under the existing market rules it was only obligated to pay
a rate based on variable costs unless the Projects could cost-justify a higher
rate.

         As a result, on October 24, 2000, Indeck Maine filed a complaint
against the ISO in the Superior Court of Delaware alleging, among other things,
that the ISO's action in October 1999 resulted in a breach of an express or
implied contract, violated certain consumer protection laws and amounted to
fraud. As a result of various pre-trial motions filed by the parties, such
litigation, was filed as a complaint before FERC. In April 2002, FERC ruled on
this complaint in favor of the ISO. The Company has not determined whether it
will appeal or otherwise contest the ruling by FERC.

Item 4.  Submission of Matters to a Vote of Security Holders.

         On November 5, 2001, the Trust issued to the Investors a "Notice of
Solicitation of Consents," in which the Trust sought the consent of Investors to
amend the Trust's Amended and Restated Declaration of Trust ("Declaration") to
eliminate certain procedural requirements that were originally included in the
Declaration, including, but not limited to, deleting the section of the
Declaration requiring Independent Trustees. Consents were tabulated at the close
of business on December 31, 2001. A total of 932.8877 Investor Shares were
outstanding and entitled to be voted. Based on such tabulation, a majority of
Investor Shares consented to such amendments.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

     The Trust sold 932.887 Investor Shares of beneficial interest in the Trust
in its private placement offering, which concluded on April 15, 1998. There is
currently no established public trading market for the Investor Shares and the
Trust does not intend to allow a public trading market to develop. As of the
date of this Annual Report on Form 10-K, all such Investor Shares have been
issued and are outstanding. There are no outstanding options or warrants to
purchase, or securities convertible into, Investor Shares.

     Investor Shares are restricted as to transferability under the Declaration.
In addition, under federal laws regulating securities the Investor Shares have
restrictions on transferability when persons in a control relationship with the
Trust hold the Investor Shares. Investors wishing to transfer Shares should also
consider the applicability of state securities laws. The Investor Shares have
not been and are not expected to be registered under the Securities Act of 1933,
as amended (the "1933 Act"), or under any other similar law of any state (except
for certain registrations that do not permit free resale) in reliance upon what
the Trust believes to be exemptions from the registration requirements contained
therein. Because the Investor Shares have not been registered, they are
"restricted securities" as defined in Rule 144 under the 1933 Act.

         The Managing Shareholder has investigated the possibility and
feasibility of a combination of the Trust and the Other Power Trusts into a
publicly traded entity. This would require the approval of the Investors in the
Trust and the other programs after proxy solicitations, complying with
requirements of the Securities and Exchange Commission, and a change in the
federal income tax status of the Trust from a partnership (which is not subject
to tax) to a corporation. The process of considering and effecting a
combination, if the decision is made to do so, will be very lengthy. There is no
assurance that the Managing Shareholder will recommend a combination, that the
Investors of the Trust or other programs will approve it, that economic
conditions or the business results of the participants will be favorable for a
combination, that the combination will be effected or that the economic results
of a combination, if effected, will be favorable to the Investors of the Trust
or other programs. After conducting investigations during 2001, the Managing
Shareholder concluded, and informed the Investors, that given current market
conditions caused by, among other things, the general U.S. economic down turn,
the September 11th terrorist attacks, the Enron bankruptcy and general
volatility in the independent power business, it is preferable to delay
significant expenditures pursuing any such combination until market conditions,
as described above, improve.

(b)  Holders

     As of the date of this Annual Report on Form 10-K, there are 1,620 record
holders of Investor Shares.

(c)      Dividends

The Trust made distributions as follows for the years ended December 31, 2001
and 2000:

                                         Year ended December 31,
                                            2001           2000
Total distributions to Investors        $    --      $ 3,922,376
Distributions per Investor Share             --            4,205
Distributions to Managing Shareholder        --           39,620

     The Managing Shareholder discontinued quarterly distributions effective
January 1, 2001. The Trust's decision whether to make future distributions to
Investors and their timing will depend on, among other things, the net cash flow
of the Trust and retention of reasonable reserves as determined by the Trust to
cover its anticipated expenses. See Item 7, Management's Discussion and
Analysis.

         Occasionally, distributions may include funds derived from the release
of cash from operating or debt services reserves. Further, the Declaration
authorizes distributions to be made from cash flows rather than income, or from
cash reserves in some instances. For purposes of generally accepted accounting
principles, amounts of distributions in excess of accounting income may be
considered to be capital in nature. Investors should be aware that the Trust is
organized to return net cash flow rather than accounting income to Investors.

Item 6  Selected Financial Data.

     The following data is qualified in its entirety by the financial statements
presented elsewhere in this Annual Report on Form 10-K.


                         As of and for the Years Ended December 31,
                      2001          2000       1999       1998          1997

Sales              6,233,030          --          --         --           --
Net loss          (4,239,670) (16,805,021) (4,975,059) (2,643,662) (1,345,153)
Net assets
(shareholders'
  equity)         32,050,290   37,739,340  60,433,793  69,216,738  53,046,118
Investments in
 Plant and
 Equipment (net
 of depreciation) 17,752,929   11,906,363         --         --          --
Investment
 in Power
 Contract(net
 of
 amortization)    17,915,749     9,721,949          --           --        --
Total assets      61,605,609    50,365,065   62,395,597   71,735,025 54,469,925
Long-term
 obligations      14,959,385     9,980,679         --            --        --
Per Share of Trust:
  Revenues (loss)      6,681           --          --            --        --
  Net loss            (4,545)      (18,013)      (5,333)      (2,834)    (1,763)
  Net asset value     34,356        40,454       64,983       74,303     69,342
Distributions to
 Investors               --          4,205        4,186        4,383      1,833

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.
- --------------------------------------------------------------------------------

Introduction

         The following discussion and analysis should be read in conjunction
with the Trust's consolidated financial statements and the notes thereto
presented below. Dollar amounts in this discussion are generally rounded to the
nearest $1,000.

         The consolidated financial statements include the accounts of the Trust
and Waterpure Corporation. The Trust's investment in the Synergics Hydro
projects is in the form of a note receivable and, accordingly, the Trust's
earnings are in the form of interest income. The Trust uses the equity method of
accounting for its investments in the Maine Hydro Projects, Maine Biomass
Projects, Santee River, Quantum, MetaSound, the Egypt Projects and GFG.

         Through December 31, 2000, the Trust used the equity method of
accounting for its investment in the UK Projects because its ability to exercise
control over these projects was expected to be temporary due to the anticipated
investment in these projects by the Growth Fund. Due to delays in construction
of the additional landfill gas plants, the Growth Fund elected to invest some of
its funds in unrelated projects. As a result, the Trust expects to maintain
control over the projects. As a result, effective on December 31, 2000, the
Trust began to account for these projects using the consolidation method of
accounting.

Outlook

         The U.S. electricity markets are being restructured and there is a
trend away from regulated electricity systems towards deregulated, competitive
market structures. The states that the Trust's Projects operate in have passed
or are considering new legislation that would permit utility customers to choose
their electricity supplier in a competitive electricity market. The Maine Hydro
Projects are "Qualified Facilities" as defined under the Public Utility
Regulatory Policies Act of 1978 and currently sell their electric output to
utilities under long-term contracts. Eleven of the Maine Hydro Projects'
contracts expire in 2008 and the remaining three expire in 2007, 2014 and 2017.
During the term of the contracts, the utilities may or may not attempt to buy
out the contracts prior to expiration. At the end of the contracts, the Projects
will become merchant plants and may be able to sell the electric output at then
current market prices. There can be no assurance that future market prices will
be sufficient to allow the Trust's Projects to operate profitably.

         The Maine Hydro Projects have a limited ability to store water.
Accordingly, the amount of revenue from electricity generation from these
Projects is directly related to river water flows, which have fluctuated as much
as 30% from the average over the past ten years. It is not possible to
accurately predict revenues from the Maine Hydro Projects.

         The Maine Biomass Projects sold electricity under short-term contracts
during 1997. The Projects were shutdown and had minimal operations in 1998, 1999
and 2000. One project resumed full time operations on June 1, 2001 and sold
electricity to Constellation Power Source, Inc. under a nine-month contract that
expired on February 28, 2001. It now sells electricity to Select Energy on a
month-to-month basis. The other project is currently shutdown and will not be
operated (except for required tests) unless sales arrangements are obtained
which would provide sufficient revenue to allow the Project to operate
profitably.

         Except for the Egyptian Projects, all power generation projects
currently owned by the Trust produce electricity from renewable energy sources,
such as hydropower and biomass ("renewable power," and sometimes called "green
power"). In the State of Maine, as a condition of licensing, competitive
generation providers and power marketers will have to demonstrate that at least
30% of their generation portfolio is from renewable power sources. Other states
in the New England Power Pool have or are expected to have similar renewable
power licensing requirements, although the percentage of renewable power
generation may differ from state to state. These renewable power licensing
requirements should have a beneficial effect on the future profitability of the
Trust's Projects.

         In Egypt, the Trust, Growth Fund and Egypt Fund have constructed or are
developing 18 water desalination plants and 6 electric generation plants. When
development is complete, which is expected to occur in the second quarter of
2002, the total capacity of the water and power plants is expected to be
approximately 5,600,000 U.S. gallons per day and 23.4 megawatts, respectively.
Each plant has a contract with a hotel or group of hotels for the sale of the
water or electricity produced from the plant. These contracts have terms of up
to thirty years.

         The Trust, through a United Kindgdom subsidiary, has purchased thirteen
landfill gas fired plants in the United Kingdom with a capacity of 23 megawatts.
The Trust has a net ownership interest of 53% in the subsidiary. The plants sell
the electricity to a quasi-autonomous non-governmental organization an inflation
adjusted price for 15 years. The subsidiary is developing 14 additional projects
in the United Kingdom.

            The Trust and the Growth Fund also purchased a note receivable from
Synergics for approximately $17 million. The joint venture intends to acquire
nine hydroelectric dams owned by Synergics by forgiving the $17 million of
outstanding debt and $774,114 of accrued interest, and paying an additional $1
million to the shareholders of Synergics and paying up to an additional $1.7
million of Synergics' tax liabilities that might be incurred as a result of the
sale of its assets. The president of Synergics agreed to vote the stock of
Synergics beneficially owned by him (approximately 69% of the voting stock) in
favor of a merger or other corporate reorganization as specified by the Trust
and the Growth Fund that materially complies with the provisions outlined above.


         Additional trends affecting the independent power industry generally
are described at Item 1 - Business.

Significant Accounting Policies

The Trust's plant and equipment is recorded at cost and is depreciated over its
estimated useful life. The estimate useful lives of the Trust's plant and
equipment range from 3 to 15 years. A significant decrease in the estimated
useful life of a material amount of plant and equipment could have a material
adverse impact on the Trust's operating results in the period in which the
estimate is revised and subsequent periods. The Trust evaluates the impairment
of its long-lived assets based on projections of undiscounted cash flows
whenever events or changes in circumstances indicate that the carrying amounts
of such assets may not be recoverable. Estimates of future cash flows used to
test the recoverability of specific long-lived assets are based on expected cash
flows from the use and eventual disposition of the assets. A significant
reduction in actual cash flows and estimated cash flows may have a material
adverse impact on the Trust's operating results and financial condition.

Results of Operations

The year ended December 31, 2001 compared to the year ended December 31, 2000.

         Total revenues and cost of sales of $6,233,000 and $5,594,000,
respectively, in 2001 were generated by the UK Projects. As indicated above,
prior to 2001 the results of operations of the UK Projects were accounted for
using the equity method of accounting. As a result, the Trust did not report any
revenues or cost of sales in 2000.

         General and administrative expenses increased $223,000, or 94%, to
$461,000 in 2001 from $238,000 in 2000. The increase reflects the general and
administrative costs of the UK Projects, whose results of operations are
consolidated with those of the Trust effective on December 31, 2000.

         Research and development expense decreased $1,721,000, or 86%, to
$285,000 in 2001 from $2,006,000 in 2000. The decrease reflects the reduction in
spending by Waterpure, which ran out of funds for additional spending and
declared bankruptcy in 2001.

         The management fee paid to the Managing  Shareholder was relatively
unchanged at $2,332,000 in 2001 compared to $2,257,000 in 2000.

         The Trust recorded a loss from operations of $2,439,000 in 2001
compared to a loss from operations of $4,501,000 in 2000, a change of
$1,472,000. The change primarily reflects the decrease in research and
development expense from the Trust's Waterpure subsidiary.

         The Trust recorded interest income from the note related to the
Synergics Projects of $410,000 in 2001, an increase of $46,000 or 13%, from the
$364,000 recorded in 2000. The Trust acquired the note in April 2000.

         Interest expense of $979,000 in 2001 relates to the UK Projects whose
operations were not consolidated with those of the Trust in 2000.

         Interest income, excluding interest related to the Synergics Projects
note, decreased by $191,000 or 54% to $162,000 in 2001 from $353,000 in 2000
reflecting lower average cash balances on hand.

         The Trust recorded an equity loss of $363,000 from the Maine Hydro
Projects in 2001, a change of $615,000 from the equity income of $252,000
recorded in 2000. This decrease is due to extremely low rainfall and river flows
which caused a significant drop in revenue in 2001 compared to 2000.

         The Trust's equity loss from the Maine Biomass Project increased
$264,000 or 41%, to $904,000 in 2001 from $640,000 as a result of the cost of
starting up one of the facilities in 2001 and reduced revenue from installed
capacity in 2001 compared to 2000.

         In 2000, the Trust recorded equity income (losses) of $(361,000),
$(717,000) and $(57,000) and $79,000 from Santee River, MetaSound, GFG and
Quantum, respectively. These projects were written off by the Trust in 2000,
resulting in a charge of $12,714,000.

         As a result of consolidating the UK Projects, the Trust recorded an
income tax provision for United Kingdom taxes of $307,000 in 2001.

         In 2001, the minority interest in loss of consolidated income of
$335,000 relates to the UK Projects. In 2000, the minority interest in loss of
consolidated income of $865,000 relates to the Waterpure subsidiary.

         The Trust's net loss decreased $12,565,000 or 75% from a loss of
$16,805,000 in 2000 to $4,240,000 in 2001, primarily reflecting the absence of
charges for the writedown of investments in 2001.

The year ended December 31, 2000 compared to the year ended December 31, 1999.

         As indicated above, prior to 2001 the results of operations of the UK
Projects were accounted for using the equity method of accounting. As a result,
the Trust did not report any revenues or cost of sales in 2000 or 1999.

          The increase in general and administrative expenses of $138,000 or
138% from $100,000 in 1999 to $238,000 in 2000 reflects legal expenses
associated with Santee River.

         The increase in research and development expense of $747,000 or 59% to
$2,006,000 in 2000 from $1,259,000 in 1999 reflects WaterPure's increased
spending on research and development to produce a production model using the
Superstill water distillation technology.

         The management fee paid to the Managing  Shareholder was relatively
unchanged at $2,257,000 in 2000 compared to $2,378,000 in 1999.

         The Trust's loss from operations decreased by $206,000 or 4% from a
loss of $4,707,000 in 1999 to a loss of $4,501,000 in 2000. The change primarily
reflects the absence of a $970,000 charge recorded in 2000 for due diligence
costs related to a transaction that was abandoned, partially offset by the
decrease in research and development expense from the Trust's Waterpure
subsidiary.

         The Trust recorded interest income from the note related to the
Synergics Projects of $364,000. The Trust acquired the note in April 2000.
Interest income, other than from the Synergics Projects note, decreased to
$355,000 from $1,246,000 in 1999 as a result of the lower average cash balances
on hand during the year.

         The decrease in income from the Maine Hydro Projects from $849,000 in
1999 to $252,000 in 2000 reflects lower revenues and higher repair costs in 2000
compared to 1999. The decrease in revenues reflected lower-than-average
rainfall, which decreased water flow through the hydroelectric dams. The
increase in repair costs were primarily caused by damaged generating equipment
at one dam.

         The decrease in the loss from the shutdown Maine Biomass Projects from
$1,007,000 in 1999 to $640,000 in 2000 reflects higher revenue related to the
installed capacity of the plant.

         The Trust recorded a loss from Santee River in 2000 compared to income
in 1999, reflecting the Trust's share of the cost of staffing the plant in 2000
prior to the project's bankruptcy filing. In 1999, the plant was under
construction and was not fully staffed.

         The decrease in the loss related to MetaSound reflects the reduced
spending at MetaSound in 2000 compared to 1999. The reduced spending at
MetaSound was a result of cutbacks in order to conserve funds. MetaSound's funds
were exhausted in the first quarter of 2001 and it has ceased operations.

         The Trust recorded income of $79,000 from Quantum in 2000 compared to a
loss of $346,000 in 1999 due to reduced spending at Quantum in 2000 compared to
1999. The reduced spending at Quantum was a result of cutbacks in order to
conserve funds. Quantum's funds were exhausted in the first quarter of 2001 and
it reduced its operations to a minimal level.

         The Trust recorded $5,000 of income related to the Egypt projects
compared to $198,000 of losses in 1999. In 1999, all projects in Egypt were in
the development stage whereas in 2000, the majority of these projects were in
operation.

         The Trust recorded losses of $57,000 and $49,000 in 2000 and 1999,
respectively, related to its investment in GFG. GFG was not able to develop the
planned Mediterranean Fiber Optic Project and subsequently ceased operations.

         The increase in income from the Trust's United Kingdom landfill gas
fired plants from $180,000 in 1999 to $552,000 in 2000 primarily reflects the
impact of a full year of operations.

         In 2000, the Trust had a net loss of $16,805,000 as compared to a net
loss of $4,975,000 in 1999. The 2000 net loss includes $12,714,000 of charges
relating to the writedown of investments in Santee River, MetaSound, GFG and
Quantum.

Liquidity and Capital Resources

         In 2001 and 2000, the Trust's operating activities used cash of
$1,729,000 and $3,621,000, respectively.

         In 2001, the Trust's investing activities used $8,797,000, primarily
related to capital expenditures and acquisitions related to the UK Projects.
Prior to December 31, 2000, the results of operations of the UK Projects were
not consolidated with those of the Trust. In 2000, the Trust's investing
activities used $2,468,000, primarily for investments in Synergics Hydro and
Egypt as it completed its investment program. In addition, the Trust's cash
balance was improved by the consolidation of $3,404,000 of cash from the United
Kingdom Landfill Projects effective on December 31, 2000, which were previously
accounted for under the equity method.

         In 2000, the use of cash in financing activities of $3,939,000
primarily related to distributions to shareholders. Beginning December 31, 2000,
the results of operations of the UK Projects were consolidated with those of the
Trusts. The source of cash from financing activities of $8,315,000 in 2001
primarily represents contributions from the Growth Fund to UK LLC and borrowings
from the Bank of Scotland to acquire UK Projects.

         During the fourth quarter of 1997, the Trust and Fleet Bank,N.A. (the
"Bank") entered into a revolving line of credit agreement, whereby the Bank
provides a three year committed line of credit facility of $750,000. The credit
line was extended until July 31, 2002. Outstanding borrowings bear interest at
the Bank's prime rate or, at the Trust's choice, at LIBOR plus 2.5%. The credit
agreement requires the Trust to maintain a ratio of total debt to tangible net
worth of no more than 1 to 1 and a minimum debt service coverage ratio of 2 to
1. The credit facility was obtained in order to allow the Trust to operate using
a minimum amount of cash, maximize the amount invested in Projects and maximize
cash distributions to shareholders. There were no borrowings under the line of
credit in 2001 or 2000.

         Obligations of the Trust are generally limited to payment of a
management fee to the Managing Shareholder and payments for certain
administrative, accounting and legal services to third persons. Accordingly, the
Trust has not found it necessary to retain a material amount of working capital.

      The UK Projects have secured long-term debt, without recourse to the
Trust, with scheduled principal payments as follows:

2002            $609,550
2003             795,650
2004             864,599
2005             975,520
2006           1,092,435
Thereafter    10,149,979

      The UK Projects' secured long-term debt bears interest at rates tied to
LIBOR, which can fluctuate significantly over time. The UK Projects potential
annual exposure to a 10% increase in interest rates is estimated to be $58,000
at December 31, 2001.

         The Trust is exposed to foreign currency risk primarily through its
investments in the United Kingdom and Egypt.

         The Maine Hydro Projects, Egyptian Project and UK Projects have certain
long-term obligations relating to their sales contracts and property leases.
These long-term obligations are not guaranteed by the Trust. The Trust and its
subsidiaries anticipate that during 2002 their cash flow from operations will be
sufficient to meet their obligations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

   Qualitative Information About Market Risk.

         The Trust's investments in financial instruments are short-term
investments of working capital or excess cash. Those short-term investments are
limited by its Declaration of Trust to investments in United States government
and agency securities or to obligations of banks having at least $5 billion in
assets. Because the Trust invests only in short-term instruments for cash
management, its exposure to interest rate changes is low. The Trust has limited
exposure to trade accounts receivable and believes that their carrying amounts
approximate fair value.

         The Trust's consolidated United Kingdom Landfill Gas Projects
investments in financial instruments are short-term pound denominated
obligations of large banks and trade accounts receivable and payable.

         The Trust's primary market risk exposure is limited interest rate risk
caused by fluctuations in short-term interest rates. The Trust's primary market
risk exposure related to its consolidated United Kingdom Landfill Gas Projects
is to fluctuations in the foreign currency exchange rates. The Trust does not
anticipate any changes in its primary market risk exposure or how it intends to
manage it. The Trust does not trade in market risk sensitive instruments.

Quantitative Information About Market Risk

         This table provides information about the Trust's financial instruments
that are defined by the Securities and Exchange Commission as market risk
sensitive instruments. These include only short-term U.S. government and agency
securities and bank obligations. The table includes principal cash balances and
related weighted average interest rates by contractual maturity dates.

                                                December 31, 2001
                                              Expected Maturity Date
                                                        2001
                                                      (U.S. $)
Bank Deposits and Certificates of Deposit           $   92,000
Average interest rate                                    1.77%

                                                      (U.S. $)
Bank Deposits denominated in United Kingdom Pounds  $ 2,427,000
Average interest rate                                    3.50%


Item 8.  Financial Statements and Supplementary Data.

Index to Consolidated Financial Statements

Report of Independent Accountants                       F-2
Consolidated Balance Sheets at December 31,
  2001 and 2000                                         F-3
Consolidated Statements of Operations for the
  three years ended December 31, 2001                   F-4
Consolidated Statements of Comprehensive Loss for
 the three years ended December 31, 2001                F-4
Consolidated Statements of Changes in Shareholders'
 Equity for the three years ended December 31, 2001     F-5
Consolidated Statements of Cash Flows for the three
  years ended December 31, 2001                         F-6
Notes to Consolidated Financial Statements              F-7 to F-10

Financial Statements for Maine Hydro Projects
Financial Statements for Maine Biomass Projects

     All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.


Item  9.  Changes in and Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

     Neither the Trust nor the Managing Shareholder has had an independent
accountant resign or decline to continue providing services since their
respective inceptions and neither has dismissed an independent accountant during
that period. During that period of time no new independent accountant has been
engaged by the Trust or the Managing Shareholder, and the Managing Shareholder's
current accountants, PricewaterhouseCoopers LLP, have been engaged by the Trust.

PART III

Item 10.  Directors and Executive Officers of the Registrant.

(a)  General.

     As Managing Shareholder of the Trust, Ridgewood Power LLC has direct and
exclusive discretion in management and control of the affairs of the Trust. The
Managing Shareholder is entitled to resign as Managing Shareholder of the Trust
only (i) with cause (which cause does not include the fact or determination that
continued service would be unprofitable to the Managing Shareholder) or (ii)
without cause with the consent of a majority in interest of the Investors. It
may be removed from its capacity as Managing Shareholder as provided in the
Declaration.

     Ridgewood Holding, which was incorporated in April 1992, is the Corporate
Trustee of the Trust.

(b)      Managing Shareholder.

         Ridgewood Power Corporation was incorporated in February 1991 as a
Delaware corporation for the primary purpose of acting as a managing shareholder
of business trusts and as a managing general partner of limited partnerships
which are organized to participate in the development, construction and
ownership of Independent Power Projects. It organized the Trust and acted as
managing shareholder until April 1999. On or about April 21, 1999 it was merged
into the current Managing Shareholder, Ridgewood Power LLC. Ridgewood Power LLC
was organized in early April 1999 and has no business other than acting as the
successor to Ridgewood Power Corporation.

         Robert E. Swanson has been the President, sole director and sole
stockholder of Ridgewood Power Corporation since its inception in February 1991
and is now the controlling member, sole manager and President of the Managing
Shareholder. All of the equity in the Managing Shareholder is or will be owned
by Mr. Swanson or by family trusts. Mr. Swanson has the power on behalf of those
trusts to vote or dispose of the membership equity interests owned by them.

         The Managing Shareholder has also organized the Other Power Trusts, as
Delaware business trusts to participate in the independent power industry.
Ridgewood Power LLC is now also their managing shareholder. The business
objectives of these five trusts are similar to those of the Trust.

         A number of other companies are affiliates of Mr. Swanson and the
Managing Shareholder. Each of these also was organized as a corporation that was
wholly-owned by Mr. Swanson. In April 1999, most of them were merged into
limited liability companies with similar names and Mr. Swanson became the sole
manager and controlling owner of each limited liability company. For
convenience, the remainder of this Memorandum will discuss each limited
liability company and its corporate predecessor as a single entity.

         The Managing Shareholder is an affiliate of Ridgewood Energy
Corporation ("Ridgewood Energy"), which has organized and operated 48 limited
partnership funds and one business trust over the last 18 years (of which 25
have terminated) and which had total capital contributions in excess of $190
million. The programs operated by Ridgewood Energy have invested in oil and
natural gas drilling and completion and other related activities. Other
affiliates of the Managing Shareholder include Ridgewood Securities LLC
("Ridgewood Securities"), an NASD member which has been the placement agent for
the private placement offerings of the six trusts sponsored by the Managing
Shareholder and the funds sponsored by Ridgewood Energy; Ridgewood Capital
Management LLC ("Ridgewood Capital"), which assists in offerings made by the
Managing Shareholder and which is the sponsor of seven privately offered venture
capital funds; Ridgewood Power VI LLC ("Power VI"), which is a managing
shareholder of the Growth Fund, and RPM. Each of these companies is controlled
by Robert E. Swanson, who is their sole director or manager.

         Set forth below is certain information concerning Mr. Swanson and other
executive officers of the Managing Shareholder.

         Robert E. Swanson, age 55, has also served as President of the Trust
since its inception in 1991 and as President of RPM, the Other Power Trusts
since their respective inceptions. Mr. Swanson has been President and registered
principal of Ridgewood Securities and became the Chairman of the Board of
Ridgewood Capital on its organization in 1998. He also is Chairman of the Board
of the Ridgewood Capital Venture Partners I, II,III and IV venture capital funds
("Ridgewood Venture Funds"). In addition, he has been President and sole
stockholder of Ridgewood Energy since its inception in October 1982. Prior to
forming Ridgewood Energy in 1982, Mr. Swanson was a tax partner at the former
New York and Los Angeles law firm of Fulop & Hardee and an officer in the Trust
and Investment Division of Morgan Guaranty Trust Company. His specialty is in
personal tax and financial planning, including income, estate and gift tax. Mr.
Swanson is a member of the New York State and New Jersey bars, the Association
of the Bar of the City of New York and the New York State Bar Association. He is
a graduate of Amherst College and Fordham University Law School.

         Robert L. Gold, age 43, has served as Executive Vice President of the
Managing Shareholder, RPM, the Trust, and the Other Power Trusts since their
respective inceptions, with primary responsibility for marketing and
acquisitions. He has been President of Ridgewood Capital since its organization
in 1998. As such, he is President of the Ridgewood Venture Funds. He has served
as Vice President and General Counsel of Ridgewood Securities Corporation since
he joined the firm in December 1987. Mr. Gold has also served as Executive Vice
President of Ridgewood Energy since October 1990. He served as Vice President of
Ridgewood Energy from December 1987 through September 1990. For the two years
prior to joining Ridgewood Energy and Ridgewood Securities Corporation, Mr. Gold
was a corporate attorney in the law firm of Cleary, Gottlieb, Steen & Hamilton
in New York City where his experience included mortgage finance, mergers and
acquisitions, public offerings, tender offers, and other business legal matters.
Mr. Gold is a member of the New York State bar. He is a graduate of Colgate
University and New York University School of Law.

         Martin V. Quinn, age 54, has been the Executive Vice President and
Chief Operating Officer of the Managing Shareholder, RPM, the Trust and other
Power Trusts since April 2000. Before that, he had assumed the duties of Chief
Financial Officer of Ridgewood Power in November 1996 under a consulting
arrangement. In April 1997, he became a Senior Vice President and Chief
Financial Officer of Ridgewood Power and the Fund.

         Mr. Quinn has over 30 years of experience in financial management and
corporate mergers and acquisitions, gained with major, publicly-traded companies
and an international accounting firm. He formerly served as Vice President of
Finance and Chief Financial Officer of NORSTAR Energy, an energy services
company, from February 1994 until June 1996. From 1991 to March 1993, Mr. Quinn
was employed by Brown-Forman Corporation, a diversified consumer products
company and distiller, where he was Vice President-Corporate Development. From
1981 to 1991, Mr. Quinn held various officer-level positions with NERCO, Inc., a
mining and natural resource company, including Vice President- Controller and
Chief Accounting Officer for his last six years and Vice President-Corporate
Development. Mr. Quinn's professional qualifications include his certified
public accountant qualification in New York State, membership in the American
Institute of Certified Public Accountants, six years of experience with the
international accounting firm of PricewaterhouseCoopers, LLP, and a Bachelor of
Science degree in Accounting and Finance from the University of Scranton (1969).

         Daniel V. Gulino, age 41 has been Senior Vice President and General
Counsel of the Managing Shareholder, RPM, the Trust, and other Power Trusts
since August 2000. He began his legal career as an associate for Pitney, Hardin,
Kipp & Szuch, a large New Jersey law firm, where his experience included
corporate acquisitions and transactions. Prior to joining Ridgewood, Mr. Gulino
was in-house counsel for several large electric utilities, including GPU, Inc.,
Constellation Power Source, and PPL Resources, Inc., where he specialized in
non-utility generation projects, independent power and power marketing
transactions. Mr. Gulino also has experience with the electric and natural gas
purchasing of industrial organizations, having worked as in-house counsel for
Alumax, Inc. (now part of Alcoa) where he was responsible for, among other
things, Alumax's electric and natural gas purchasing program. Mr. Gulino is a
member of the New Jersey State Bar and Pennsylvania State Bar. He is a graduate
of Fairleigh Dickinson University and Rutgers University School of Law - Newark.

         Christopher I. Naunton, 37, has been the Vice President and Chief
Financial Officer of the Managing Shareholder, RPM, the Trust, and Other Power
Trusts since April 2000. From February 1998 to April 2000, he was Vice President
of Finance of an affiliate of the Managing Shareholder. Prior to that time, he
was a senior manager at the predecessor accounting firm of
PricewaterhouseCoopers LLP. Mr. Naunton's professional qualifications include
his certified public accountant qualification in Pennsylvania, membership in the
American Institute of Certified Public Accountants and Pennsylvania Institute of
Certified Public Accountants. He holds a Bachelor of Science degree in Business
Administration from Bucknell University (1986).

         Mary Lou Olin, age 49, has served as Vice President of the Managing
Shareholder, RPM, Ridgewood Capital, the Trust, the Other Power Trusts since
their respective inceptions. She has also served as Vice President of Ridgewood
Energy since October 1984, when she joined the firm. Her primary areas of
responsibility are investor relations, communications and administration. Prior
to her employment at Ridgewood Energy, Ms. Olin was a Regional Administrator at
McGraw-Hill Training Systems where she was employed for two years. Prior to
that, she was employed by RCA Corporation. Ms. Olin has a Bachelor of Arts
degree from Queens College.

(c)  Management Agreement.

     The Trust has entered into a Management Agreement with the Managing
Shareholder detailing how the Managing Shareholder will render management,
administrative and investment advisory services to the Trust. Specifically, the
Managing Shareholder will perform (or arrange for the performance of) the
management and administrative services required for the operation of the Trust.
Among other services, it will administer the accounts and handle relations with
the Investors, provide the Trust with office space, equipment and facilities and
other services necessary for its operations and conduct the Trust's relations
with custodians, depositories, accountants, attorneys, brokers and dealers,
corporate fiduciaries, insurers, banks and others, as required. The Managing
Shareholder will also be responsible for making investment and divestment
decisions, subject to the provisions of the Declaration.

     The Managing Shareholder will be obligated to pay the compensation of the
personnel and all administrative and service expenses necessary to perform the
foregoing obligations. The Trust will pay all other expenses of the Trust,
including transaction expenses, valuation costs, expenses of preparing and
printing periodic reports for Investors and the Commission, postage for Trust
mailings, Commission fees, interest, taxes, legal, accounting and consulting
fees, litigation expenses and other expenses properly payable by the Trust. The
Trust will reimburse the Managing Shareholder for all such Trust expenses paid
by it.

     As compensation for the Managing Shareholder's performance under the
Management Agreement, the Trust is obligated to pay the Managing Shareholder an
annual management fee described below at Item 13 -- Certain Relationships and
Related Transactions.

     Each Investor consented to the terms and conditions of the initial
Management Agreement by subscribing to acquire Investor Shares in the Trust. The
Management Agreement is subject to termination at any time on 60 days' prior
notice by a majority in interest of the Investors or the Managing Shareholder.
The Management Agreement is subject to amendment by the parties with the
approval a majority in interest of the Investors.

(d) Executive Officers of the Trust.

     Pursuant to the Declaration, the Managing Shareholder has appointed
officers of the Trust to act on behalf of the Trust and sign documents on behalf
of the Trust as authorized by the Managing Shareholder. Mr. Swanson has been
named the President of the Trust and the other executive officers of the Trust
are identical to those of the Managing Shareholder.

     The officers have the duties and powers usually applicable to similar
officers of a Delaware business corporation in carrying out Trust business.
Officers act under the supervision and control of the Managing Shareholder,
which is entitled to remove any officer at any time. Unless otherwise specified
by the Managing Shareholder, the President of the Trust has full power to act on
behalf of the Trust. The Managing Shareholder expects that most actions taken in
the name of the Trust will be taken by Mr. Swanson and the other principal
officers in their capacities as officers of the Trust under the direction of the
Managing Shareholder rather than as officers of the Managing Shareholder.

(f)  Corporate Trustee

     The Corporate Trustee of the Trust is Ridgewood Holding. Legal title to
Trust property is now and in the future will be in the name of the Trust, if
possible, or Ridgewood Holding as trustee. Ridgewood Holding is also a trustee
of the Other Power Trusts and of an oil and gas business trust sponsored by
Ridgewood Energy and is expected to be a trustee of other similar entities that
may be organized by the Managing Shareholder and Ridgewood Energy. The
President, sole director and sole stockholder of Ridgewood Holding is Robert E.
Swanson; its other executive officers are identical to those of the Managing
Shareholder. The principal office of Ridgewood Holding is at 1105 North Market
Street, Suite 1300, Wilmington, Delaware 19899.

(g)  Section 16(a) Beneficial Ownership Reporting Compliance

     All individuals subject to the requirements of Section 16(a) have complied
with those reporting requirements during 1999.

(h)  RPM.

     As discussed above at Item 1 - Business, RPM assumed day- to-day management
responsibility for the Maine Biomass Projects in March 1999. Like the Managing
Shareholder, RPM is wholly owned by Robert E. Swanson. It will enter into an
"Operation Agreement" with the Indeck Maine Energy, LLC under which RPM, under
the supervision of the Managing Shareholder, will provide the management,
purchasing, engineering, planning and administrative services for the Maine
Biomass Projects. RPM will charge the Trust at its cost for these services and
for the Trust's allocable amount of certain overhead items. RPM shares space and
facilities with the Managing Shareholder and its affiliates. To the extent that
common expenses can be reasonably allocated to RPM, the Managing Shareholder
may, but is not required to, charge RPM at cost for the allocated amounts and
such allocated amounts will be borne by the Trust and other programs. Common
expenses that are not so allocated will be borne by the Managing Shareholder.

     Initially, the Managing Shareholder does not anticipate charging RPM for
the full amount of rent, utility supplies and office expenses allocable to RPM.
As a result, both initially and on an ongoing basis the Managing Shareholder
believes that RPM's charges for its services to the Trust are likely to be
materially less than its economic costs and the costs of engaging comparable
third persons as managers. RPM will not receive any compensation in excess of
its costs.

     Allocations of costs will be made either on the basis of identifiable
direct costs, time records or in proportion to each program's investments in
Projects managed by RPM; and allocations will be made in a manner consistent
with generally accepted accounting principles.

     RPM will not provide any services related to the administration of the
Trust, such as investment, accounting, tax, investor communication or regulatory
services, nor will it participate in identifying, acquiring or disposing of
Projects. RPM will not have the power to act in the Trust's name or to bind the
Trust, which will be exercised by the Managing Shareholder or the Trust's
officers.

     The Operation Agreement does not have a fixed term and is terminable by
RPM, by the Managing Shareholder or by vote of a majority in interest of
Investors, on 60 days' prior notice. The Operation Agreement may be amended by
agreement of the Managing Shareholder and RPM; however, no amendment that
materially increases the obligations of the Trust or that materially decreases
the obligations of RPM shall become effective until at least 45 days after
notice of the amendment, together with the text thereof, has been given to all
Investors.

     The executive officers of RPM are the same as those of the Managing
Shareholder set forth above.

Item 11.  Executive Compensation.

     The Managing Shareholder compensates its officers without additional
payments by the Trust. The Trust will reimburse RPM at cost for services
provided by RPM's employees. Information as to the fees payable to the Managing
Shareholder and certain affiliates is contained at Item 13 - Certain
Relationships and Related Transactions.

         Ridgewood Holding, the Corporate Trustee of the Trust, is not entitled
to compensation for serving in such capacity, but is entitled to be reimbursed
for Trust expenses incurred by it, which are properly reimbursable under the
Declaration.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

     The Managing Shareholder purchased for cash of $83,000 in the offering one
full Investor Share. By virtue of its purchase of Investor Shares, the Managing
Shareholder is entitled to the same ratable interest in the Trust as all other
purchasers of Investor Shares. No other Trustees or executive officers of the
Trust acquired Investor Shares in the Trust's offering. No person beneficially
owns 5% or more of the Investor Shares.

     The Managing Shareholder was issued one Management Share in the Trust
representing the beneficial interests and management rights of the Managing
Shareholder in its capacity as the Managing Shareholder (excluding its interest
in the Trust attributable to Investor Shares it acquired in the offering). The
management rights of the Managing Shareholder are described in further detail
above at Item 1 - Business and below in Item 10. Directors and Executive
Officers of the Registrant. Its beneficial interest in cash distributions of the
Trust and its allocable share of the Trust's net profits and net losses and
other items attributable to the Management Share are described in further detail
below at Item 13 -- Certain Relationships and Related Transactions.

Item 13.  Certain Relationships and Related Transactions.

          The Declaration provides that cash flow of the Trust, less reasonable
reserves which the Trust deems necessary to cover anticipated Trust expenses, is
to be distributed to the Investors and the Managing Shareholder (collectively,
the "Shareholders"), from time to time as the Trust deems appropriate. Prior to
Payout (the point at which Investors have received cumulative distributions
equal to the amount of their capital contributions), each year all distributions
from the Trust, other than distributions of the revenues from dispositions of
Trust Property, are to be allocated 99% to the Investors and 1% to the Managing
Shareholder until Investors have been distributed during the year an amount
equal to 14% of their total capital contributions (a "14% Priority
Distribution"), and thereafter all remaining distributions from the Trust during
the year, other than distributions of the revenues from dispositions of Trust
Property, are to be allocated 80% to Investors and 20% to the Managing
Shareholder. Revenues from dispositions of Trust Property are to be distributed
99% to Investors and 1% to the Managing Shareholder until Payout. In all cases,
after Payout, Investors are to be allocated 80% of all distributions and the
Managing Shareholder 20%.

     For any fiscal period, the Trust's net profits, if any, other than those
derived from dispositions of Trust Property, are allocated 99% to the Investors
and 1% to the Managing Shareholder until the profits so allocated offset (1) the
aggregate 14% Priority Distribution to all Investors and (2) any net losses from
prior periods that had been allocated to the Shareholders. Any remaining net
profits, other than those derived from dispositions of Trust Property, are
allocated 80% to the Investors and 20% to the Managing Shareholder. If the Trust
realizes net losses for the period, the losses are allocated 80% to the
Investors and 20% to the Managing Shareholder until the losses so allocated
offset any net profits from prior periods allocated to the Shareholders. Any
remaining net losses are allocated 99% to the Investors and 1% to the Managing
Shareholder. Revenues from dispositions of Trust Property are allocated in the
same manner as distributions from such dispositions. Amounts allocated to the
Investors are apportioned among them in proportion to their capital
contributions.

     On liquidation of the Trust, the remaining assets of the Trust after
discharge of its obligations, including any loans owed by the Trust to the
Shareholders, will be distributed, first, 99% to the Investors and the remaining
1% to the Managing Shareholder, until Payout, and any remainder will be
distributed to the Shareholders in proportion to their capital accounts.


     The Trust made distributions to the Managing Shareholder (which is a member
of the Board of the Trust) and Investors in 2000 and 1999 as stated at Item 5 -
Market Price of and Dividends on the Registrant's Common Equity and Related
Stockholder Matters. The Trust paid fees to the Managing Shareholder and its
affiliates as follows:

Fee                   Paid to      2001     2000     1999       1998      1997
Investment fee       Managing
                     Shareholder  $  --    $ --      $ --     $337,158 1,145,212
Placement agent fee  Ridgewood
 and sales commis-   Securities
 sions               Corporation     --      --        --      277,008   572,606
Organizational,      Managing
 distribution and    Shareholder
 offering fee                        --      --        --    1,448,944 3,435,636
Management fee       Managing
                     Shareholder 2,332,224 2,257,357 2,377,941 1,606,269      --
Due diligence        Managing
 expenses            Shareholder       --       --     969,793  830,823  603,639
Reimbur-             Managing
 sements             Shareholder       --       --        --    793,654  392,752

     The investment fee equaled 2% of the proceeds of the offering of Investor
Shares and was payable for the Managing Shareholder's services in investigating
and evaluating investment opportunities and effecting investment transactions.
The placement agent fee (1% of the offering proceeds) and sales commissions were
also paid from proceeds of the offering, as was the organizational, distribution
and offering fee (5% of offering proceeds) for legal, accounting, consulting,
filing, printing, distribution, selling, closing and organization costs of the
offering.

     In addition to the foregoing, the Trust reimbursed the Managing Shareholder
and RPM at cost for expenses and fees of unaffiliated persons engaged by the
Managing Shareholder for Trust business and for certain expenses related to
management of Projects.

     Other information in response to this item is reported in response to Item
12. Executive Compensation, which information is incorporated by reference into
this Item 13.

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

 (a)  Financial Statements.

     See the Index to Financial Statements in Item 8 hereof.

 (b) Reports on Form 8-K.

     No Form 8-K was filed with the Commission by the Registrant during the
quarter ending December 31, 2001.

 (c)  Exhibits

     3.A.  Certificate of Trust of the Registrant.  Incorporated by reference to
Exhibit 3.A of the Registrant's  Registration  Statement on Form 10, dated April
30, 1998.

     3.B.  Amended Declaration of Trust of
the Registrant. Incorporated by reference to Exhibit 3.B of the Registrant's
Registration Statement on Form 10, dated April 30, 1998.

     3.C. Amendment No. 2 to Declaration of Trust.  Incorporated by reference to
Exhibit 3.C of the Registrant's  Registration  Statement on Form 10, dated April
30, 1998.

     3.D. Amendment No. 3 to Declaration of Trust.  Incorporated by reference to
Exhibit 3.D of the Registrant's  Registration  Statement on Form 10, dated April
30, 1998.

     10.A.  Agreement  of  Merger,  dated  as of  July  1,  1996,  by and  among
Consolidated Hydro Maine, Inc., CHI Universal,  Inc.,  Consolidated Hydro, Inc.,
Ridgewood  Maine Power  Partners,  L.P. and Ridgewood  Maine Hydro  Corporation.
Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed
by  Ridgewood   Electric  Power  Trust  IV  (Commission  File  No.0-25430,   CIK
0000930364) with the Commission on January 8, 1997.

     10.B.  Letter,  dated  November  15,  1996,  amending  Agreement of Merger.
Incorporated  by  reference  to Exhibit 2.2 of  Amendment  No. 1 to the -Current
Report on Form 8-K filed by Ridgewood  Electric Power Trust IV (Commission  File
No. 0-25430, CIK 0000930364) with the Commission on January 9, 1997.

     10.C. Letter, dated December 3, 1996, amending Agreement of Merger.
Incorporated by reference to Exhibit 2.3 of the Current Report on Form 8-K filed
by Ridgewood Electric Power Trust IV (Commission File No.0-25430, CIK
0000930364) with the Commission on January 8, 1997.

     10.D. Operation,  Maintenance and Administration Agreement,  dated November
1996, by and among  Ridgewood  Maine Hydro  Partners,  L.P., CHI Operations,
Inc. and Consolidated Hydro, Inc. Incorporated by reference to Exhibit 10 of the
Current  Report  on  Form  8-K  filed  by  Ridgewood  Electric  Power  Trust  IV
(Commission File  No.0-25430,  CIK 0000930364) with the Commission on January 8,
1997.

     10.E.  Management  Agreement,  dated  as of April  12,  1996,  between  the
Registrant and Ridgewood Power Corporation. Page 172

     10.F.  Agreement  to Purchase  Membership  Interests,  dated as of June 11,
1997, by and between  Ridgewood Maine,  L.L.C.  and Indeck Maine Energy,  L.L.C.
Incorporated  by reference to Exhibit 2.A. of Amendment No. 1 to Current  Report
on Form  8-K  filed by  Ridgewood  Electric  Power  Trust  IV  (Commission  File
No.0-25430, CIK 0000930364), dated July 1, 1997.

     10.G.  Amended and Restated  Operating  Agreement  of Indeck Maine  Energy,
L.L.C., dated as of June 11, 1997.  Incorporated by reference to Exhibit 2.B. of
Amendment No. 1 to Current Report on Form 8-K filed by Ridgewood  Electric Power
Trust IV (Commission File No.0-25430, CIK 0000930364) dated July 1, 1997.

     10.H.  Omitted.  No longer in force.

     10.I.  Limited  Liability Company Agreement of Santee River Rubber Company,
LLC. Page

The Registrant agrees to furnish supplementally a copy of any omitted exhibit or
schedule to agreements filed as exhibits to the Commission upon request.


     21.   Subsidiaries of the Registrant               Page





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


RIDGEWOOD ELECTRIC POWER TRUST V (Registrant)

By:/s/ Robert E. Swanson    President                           April 24, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

By:/s/ Robert E. Swanson    President                           April 24, 2002
 Robert E. Swanson

By:/s/ Christopher Naunton  Vice President and                  April 24, 2002
 Christopher Naunton   Chief Financial Officer

RIDGEWOOD POWER LLC  Managing Shareholder                       April 24, 2002
By:/s/ Robert E. Swanson    President
 Robert E. Swanson



               Ridgewood Electric Power Trust V

              Consolidated Financial Statements

               December 31, 2001, 2000 and 1999









Report of Independent Accountants


To the Shareholders of
Ridgewood Electric Power Trust V:

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations and comprehensive loss, changes in
shareholders' equity and cash flows present fairly, in all material respects,
the financial position of Ridgewood Electric Power Trust V and its subsidiaries
(the "Trust") at December 31, 2001 and 2000, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 2001, in conformity with accounting principles generally accepted in the
United States of America. These financial statements are the responsibility of
the Trust's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.



PricewaterhouseCoopers LLP
Florham Park, NJ
April 2, 2002






Ridgewood Electric Power Trust V
Consolidated Balance
Sheets
- -------------------------------------------------------------------------------

                                                           December 31,
Assets:                                                2001            2000
                                                  ------------    ------------
Cash and cash equivalents .....................   $  2,519,330    $  4,731,081
Accounts receivable, trade ....................      2,464,557         538,183
Due from affiliates ...........................        435,823         164,237
Other current assets ..........................        334,859         712,732
                                                  ------------    ------------

       Total current assets ...................      5,754,569       6,146,233
                                                  ------------    ------------

Plant and equipment ...........................     20,040,217      12,928,899
Less - Accumulated depreciation ...............     (2,287,288)     (1,022,536)
                                                  ------------    ------------

      Plant and equipment, net ................     17,752,929      11,906,363
                                                  ------------    ------------
Electric power sales contracts and other
  intangibles .................................     19,891,901      10,956,161
Less - Accumulated amortization ...............     (1,976,152)     (1,234,212)
                                                  ------------    ------------

      Electric power sales contracts and
         other intangibles, net ...............     17,915,749       9,721,949
                                                  ------------    ------------

Investments:
    Maine Hydro Projects ......................      4,879,015       5,346,948
    Maine Biomass Projects ....................      4,830,991       5,485,287
    Egypt Projects ............................      3,836,912       6,299,001
    Synergics Projects ........................      5,869,109       5,459,284
    CLP Spanish Landfill Projects .............        766,335            --
                                                  ------------    ------------
      Total assets ............................   $ 61,605,609    $ 50,365,065
                                                  ------------    ------------

Liabilities and shareholders' equity:
Liabilities:
Current portion of long-term debt .............   $    609,550    $    622,386
Accounts payable and accrued expenses .........      3,234,486         903,579
Due to affiliates .............................        343,057         645,822
                                                  ------------    ------------
     Total current liabilities ................      4,187,093       2,171,787
                                                  ------------    ------------

Long-term debt, less current portion ..........     13,878,183       9,215,778
Deferred income taxes .........................      1,081,202         764,901
Minority interest .............................     10,408,841         473,259

Commitments and contingencies

Shareholders' equity:
   Shareholders' equity (932.8875 investor
     shares issued and outstanding) ...........     32,483,826      38,154,142
   Managing shareholder's accumulated deficit
     (1 management share issued and
       outstanding) ...........................       (433,536)       (414,802)
                                                  ------------    ------------
     Total shareholders' equity ...............     32,050,290      37,739,340
                                                  ------------    ------------
     Total liabilities and shareholders' equity   $ 61,605,609    $ 50,365,065
                                                  ------------    ------------









      See accompanying notes to the consolidated mfinancial statements.








Ridgewood Electric Power Trust V
Consolidated Statements of Operations
- -------------------------------------------------------------------------------

                                              Year Ended December 31,
                                    --------------------------------------------
                                         2001            2000            1999
                                    ------------    ------------    ------------
Power generation revenue ........  $  6,233,030    $       --      $       --
Cost of sales, including
 depreciation and amortization
  of $2,042,387 .................     5,594,142            --              --
                                    ------------    ------------    ------------

Gross margin ....................       638,888            --              --

General and administrative
 expenses .......................       461,138         238,161         100,104
Management fee paid to
 managing shareholder ...........     2,332,224       2,257,357       2,377,941
Research and development ........       285,429       2,005,494       1,258,816
Project due diligence costs .....          --              --           969,793
                                    ------------    ------------    ------------

Loss from operations ............    (2,439,903)     (4,501,012)     (4,706,654)

Other income (expense):
  Interest income ...............       162,250         352,638       1,476,695
  Interest income from Synergics
   Projects .....................       409,825         364,289            --
  Interest expense ..............      (978,407)           --              --
  Equity interest in
   income (loss) of:
    Maine Hydro Projects ........      (362,509)        252,250         849,456
    Maine Biomass Projects ......      (904,297)       (639,984)     (1,006,796)
    MetaSound Systems ...........          --          (717,135)     (1,526,250)
    Quantum Conveyor ............          --            79,280        (345,760)
    Santee River Rubber .........          --          (361,042)         98,488
    Egypt Projects ..............        32,959           5,008        (197,759)
    CLP Spanish Landfill Projects        18,336            --              --
    GFG .........................          --           (57,379)        (49,163)
    United Kingdom Landfill
     Projects ...................          --           551,520         180,321
  Other expenses ................      (206,167)       (283,874)       (140,042)
  Write down of investments .....          --       (12,714,090)           --
                                    ------------    ------------    ------------
        Other expense, net ......    (1,828,010)    (13,168,519)       (660,810)
                                    ------------    ------------    ------------

Loss before taxes ...............    (4,267,913)    (17,669,531)     (5,367,464)

Provision for income taxes ......       307,235            --              --
                                    ------------    ------------    ------------

Loss before minority interest ...    (4,575,148)    (17,669,531)     (5,367,464)

Minority interest in loss of
 consolidated subsidiaries ......       335,478         864,510         392,405
                                    ------------    ------------    ------------

Net loss ........................  $ (4,239,670)   $(16,805,021)   $ (4,975,059)
                                    ------------    ------------    ------------






   See accompanying notes to the consolidated financial statements.






Ridgewood Electric Power Trust V
Consolidated Statements of Changes In Shareholders' Equity
For The Years Ended December 31, 2001, 2000 and 1999
- -------------------------------------------------------------------------------

                                    Subscription     Managing
                   Shareholders      Receivable     Shareholder       Total
                   ------------    ------------    ------------    ------------
Shareholders'
 equity,
 January 1,1999 .. $ 69,429,387    $   (113,500)   $    (99,149)   $ 69,216,738

Capital
 contributions,net      (22,638)         90,500            --            67,862

Cash distributions   (3,904,757)           --           (39,412)     (3,944,169)

Net loss for
 the year ........   (4,925,308)           --           (49,751)     (4,975,059)

Cumulative
 translation
  adjustment .....       67,737            --               684          68,421
                   ------------    ------------    ------------    ------------

Shareholders'
 equity,
  December 31,1999   60,644,421         (23,000)       (187,628)     60,433,793

Capital
 contributions,net         --            23,000            --            23,000

Cash distributions   (3,922,376)           --           (39,620)     (3,961,996)

Net loss for
 the year ........  (16,636,971)           --          (168,050)    (16,805,021)

Cumulative
 translation
  adjustment .....   (1,930,932)           --           (19,504)     (1,950,436)
                   ------------    ------------    ------------    ------------

Shareholders'
 equity,
  December 31,2000   38,154,142            --          (414,802)     37,739,340

Net loss for
 the year ........   (4,235,430)           --            (4,240)     (4,239,670)

Cumulative
 translation
  adjustment .....   (1,434,886)           --           (14,494)     (1,449,380)
                    -----------    ------------    ------------    ------------

Shareholders'
 equity,
  December 31,2001 $ 32,483,826    $       --      $   (433,536)   $ 32,050,290
                   ------------    ------------    ------------    ------------


      See accompanying notes to the consolidated financial statements.




Ridgewood Electric Power Trust V
Consolidated Statements of Comprehensive
Loss
- -------------------------------------------------------------------------------

                                               Year Ended December 31,
                                    --------------------------------------------
                                        2001            2000            1999
                                    ------------    ------------    ------------

Net loss ........................  $ (4,239,670)   $(16,805,021)   $ (4,975,059)

Cumulative translation adjustment    (1,449,380)     (1,950,436)         68,421
                                   ------------    ------------    ------------

Comprehensive loss ..............  $ (5,689,050)   $(18,755,457)   $ (4,906,638)
                                   ------------    ------------    ------------

   See accompanying notes to the consolidated financial statements.







Ridgewood Electric Power Trust V
Consolidated Statements of Cash Flows
- --------------------------------------------------------------------------------

                                              Year Ended December 31,
Cash flows from operating
 activities:                           2001             2000             1999
                                   -------------   ------------    -------------

Net loss .......................   $ (4,239,670)   $(16,805,021)   $ (4,975,059)
Adjustments to reconcile
 net loss to net cash used
 in operatingactivities,
  net of acquired businesses:
Depreciation and amortization ..      2,042,387            --              --
Minority interest in loss of
 subsidiaries ..................       (335,478)       (864,510)       (392,405)
Interest income from Synergics
 Projects ......................       (409,825)       (364,289)           --
Write down of investments ......           --        12,714,090            --
Equity interest in
 (income) loss of:
    Maine Hydro Projects .......        362,509        (252,250)       (849,456)
    Maine Biomass Projects .....        904,297         639,984       1,006,796
    MetaSound Systems ..........           --           717,135       1,526,250
    Quantum Conveyor ...........           --           (79,280)        345,760
    Santee River Rubber ........           --           361,042         (98,488)
    Egypt Projects .............        (32,959)         (5,008)        197,759
    CLP Spanish Landfill
     Projects ..................        (18,336)           --              --
    GFG ........................           --            57,379          49,163
    United Kingdom Landfill
     Projects ..................           --          (551,520)       (180,321)
Changes in assets and
 liabilities,net of
  acquired businesses:
Increase in accounts
 receivable, trade .............     (1,334,833)           --              --
Decrease (increase) in
 other current assets ..........        763,395         (20,661)       (141,862)
Increase (decrease) in
 accounts payable and
  accrued expenses .............        947,640         376,019         (19,674)
Increase in deferred
 income taxes ..................        333,812            --              --
(Increase) decrease in due
 to/from affiliate, net ........       (574,351)        707,592         345,551
                                   ------------    ------------    ------------
Total adjustments ..............      2,648,258      13,435,723       1,789,073
                                   ------------    ------------    ------------
         Net cash used in
          operating activities .     (1,591,412)     (3,369,298)     (3,185,986)
                                   ------------    ------------    ------------

Cash flows from investing
 activities:
Capital expenditures ...........     (6,800,747)           --              --
Cash paid for acquired business,
 net of cash received ..........     (3,627,867)
Investment in Maine Biomass
 Projects ......................       (250,000)       (300,000)       (525,250)
Investment in Quantum Conveyor .           --              --           (60,000)
Investment in Santee River
 Rubber ........................           --          (354,667)           --
Investment in Synergics
 Projects ......................           --        (5,094,995)           --
Investment in Egypt Projects ...           --        (2,208,896)     (4,933,852)
Investment in GFG ..............           --              --        (1,546,833)
Investment in United Kingdom
 Landfill Projects .............           --              --       (16,667,567)
Distributions from Maine
 Hydro Projects ................        105,424         568,807       1,403,240
Distributions from United
 Kingdom Landfill Projects .....           --         1,517,760            --
Distributions from Egypt
 Projects ......................      1,399,982            --              --
Distributions from Santee
 River Rubber ..................           --              --           920,000
Cash acquired by consolidation
 of United Kingdom Landfill
  Projects .....................           --         3,404,243            --
Deferred due diligence costs ...           --              --           399,498
                                   ------------    ------------    ------------

         Net cash used in
          investing activities .     (9,173,208)     (2,467,748)    (21,010,764)
                                   ------------    ------------    ------------
Cash flows from financing
 activities:
Borrowings under line of
credit facility ................      3,438,589            --              --
Repayments under line of
 credit facility ...............       (600,803)           --              --
Contributions to United Kingdom
 LandfillProjects by minority
  member .......................      5,817,006            --              --
Proceeds from shareholders'
 contributions .................           --            23,000          70,206
Selling commissions and
 offering costs paid ...........           --              --            (2,344)
Cash distributions to
 shareholders ..................           --        (3,961,996)     (3,944,169)
                                   ------------    ------------    ------------

         Net cash provided by
         (used in)financing
           activities ..........      8,654,792      (3,938,996)     (3,876,307)
                                   ------------    ------------    ------------

Effect of exchange rate on cash
 and cash equivalents ..........       (101,923)       (252,061)           --
Net decrease in cash and
 cash equivalents ..............     (2,211,751)    (10,028,103)    (28,073,057)
Cash and cash equivalents,
 beginning of year .............      4,731,081      14,759,184      42,832,241
                                   ------------    ------------    ------------
Cash and cash equivalents,
 end of year ...................   $  2,519,330    $  4,731,081    $ 14,759,184
                                   ------------    ------------    ------------





   See accompanying notes to the consolidated financial statements.




Ridgewood Electric Power Trust V
Notes to the Consolidated Financial Statements                          Page 3
- -------------------------------------------------------------------------------


1.       Organization and Purpose

Nature of Business
Ridgewood Electric Power Trust V (the "Trust") was formed as a Delaware business
trust in March 1996, by Ridgewood Energy Holding Corporation acting as the
Corporate Trustee. The managing shareholder of the Trust is Ridgewood Power LLC
(the "Managing Shareholder") formerly Ridgewood Power Corporation). The Trust
began offering shares on April 12, 1996 and discontinued its offering on April
15, 1998. The Fund had no operations prior to the commencement of the share
offering.

The Trust has been organized to invest primarily in independent power generation
facilities, in the development of these facilities and in other projects. These
independent power generation facilities will include cogeneration facilities,
which produce both electricity and heat energy and other power plants that use
various fuel sources (except nuclear). In the past, the Trust has invested in
opportunities outside of independent power generation facilities.

Ridgewood Energy Holding Corporation, a Delaware corporation, is the Corporate
Trustee of the Trust. The Corporate Trustee acts on the instructions of the
Managing Shareholder and is not authorized to take independent discretionary
action on behalf of the Trust.

2.       Summary of Significant Accounting Policies

Principles of consolidation
The consolidated financial statements include the accounts of the Trust and its
controlled subsidiaries. All material intercompany transactions have been
eliminated.

The Trust uses the equity method of accounting for its investments in affiliates
which are 50% or less owned if the Trust has the ability to exercise significant
influence over the operating and financial policies of the affiliates but does
not control the affiliate. The Trust's share of the earnings of the affiliates
is included in the Consolidated Statements of Operations.

Critical accounting policies and estimates
The preparation of consolidated financial statements requires the Trust to make
estimates and judgements that affect the reported amounts of assets,
liabilities, sales and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, the Trust evaluates its estimates, including
provision for bad debts, carrying value of investments,
amortization/depreciation of plant and equipment and intangible assets, and
recordable liabilities for litigation and other contingencies. The Trust bases
its estimates on historical experience, current and expected conditions and
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgements about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.

New Accounting Standards and Disclosures
SFAS 141
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") 141, Business Combinations, which
eliminates the pooling-of-interest method of accounting for business
combinations and requires the use of the purchase method. In addition, SFAS 141
requires the reassessment of intangible assets to determine if they are
appropriately classified either separately or within goodwill. SFAS 141 is
effective for business combinations initiated after June 30, 2001. The Trust
adopted SFAS 141 on July 1, 2001, with no material impact on the consolidated
financial statements.



SFAS 142
In June 2001, the FASB issued SFAS 142, Goodwill and Other Intangible Assets,
which eliminates the amortization of goodwill and other acquired intangible
assets with indefinite economic useful lives. SFAS 142 requires an annual
impairment test of goodwill and other intangible assets that are not subject to
amortization. Other intangible assets with definite economic lives will continue
to be amortized over their useful lives. The Trust will adopt SFAS 142 effective
January 1, 2002 and is currently assessing the impact that this standard may
have on the Trust.

SFAS 143
In June 2001, the FASB issued SFAS 143, Accounting for Asset Retirement
Obligations, on the accounting for obligations associated with the retirement of
long-lived assets. SFAS 143 requires a liability to be recognized in the
consolidated financial statements for retirement obligations meeting specific
criteria. Measurement of the initial obligation is to approximate fair value,
with an equivalent amount recorded as an increase in the value of the
capitalized asset. The asset will be depreciated in accordance with normal
depreciation policy and the liability will be increased for the time value of
money, with a charge to the income statement, until the obligation is settled.
SFAS 143 is effective for fiscal years beginning after June 15, 2002. The Trust
will adopt SFAS 143 effective January 1, 2003 and is currently assessing the
impact that this standard may have on the Trust.

SFAS 144
In August 2001, the FASB issued SFAS 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, which replaces SFAS 121, Accounting for the
Impairment of Long-lived Assets and for Long-Lived Assets to Be Disposed Of. For
long-lived assets to be held and used, SFAS 144 retains the requirements of SFAS
121 to (a) recognize an impairment loss only if the carrying amount is not
recoverable from undiscounted cash flows and (b) measure an impairment loss as
the difference between the carrying amount and fair value of the asset. For
long-lived assets to be disposed of, SFAS 144 establishes a single accounting
model based on the framework established in SFAS 121. The accounting model for
long-lived assets to be disposed of by sale applies to all long-lived assets,
including discontinued operations and replaces the provisions of APB Opinion No.
30, Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions, for the disposal of segments of a business. SFAS 144
also broadens the reporting of discontinued operations. The Trust will adopt
SFAS 144 effective January 1, 2002 and is currently assessing the impact that
this standard may have on the Trust.

Cash and cash equivalents
The Trust considers all highly liquid investments with maturities when purchased
of three months or less to be cash and cash equivalents. Cash and cash
equivalents consist of commercial paper and funds deposited in bank accounts.

Impairment of Long-Lived Assets and Intangibles
In accordance with the provisions of SFAS No. 121, Accounting for the Impairment
of Long-Lived Assets to be Disposed Of, the Trust evaluates long-lived assets,
such as fixed assets and specifically identifiable intangibles, when events or
changes in circumstances indicate that the carrying value of such assets may not
be recoverable. The determination of whether an impairment has occurred is made
by comparing the carrying value of an asset to the estimated undiscounted cash
flows attributable to that asset. If an impairment has occurred, the impairment
loss recognized is the amount by which the carrying value exceeds the discounted
cash flows attributable to the asset or the estimated fair value of the asset.

Plant and equipment
Plant and equipment, consisting principally of electrical generating equipment,
is stated at cost. Major renewals and betterments that increase the useful lives
of the assets are capitalized. Repair and maintenance expenditures that increase
the efficiency of the assets are expensed as incurred. The Trust periodically
assesses the recoverability of plant and equipment, and other long-term assets,
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable.

Depreciation is recorded using the straight-line method over the estimated
useful life of the assets, which ranges from 4 to 20 years with a weighted
average of 13 years at December 31, 2001. During 2001, the Trust recorded
depreciation expense of $1,105,191.

Electric power sales contracts and other intangibles
A portion of the purchase price of the United Kingdom Landfill Projects was
assigned to the Electric Power Sales Contracts and is being amortized over the
life on the contract (15 years) on a straight-line basis. The electric power
sales contracts are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of the assets may not be
recoverable. During 2001, the Trust recorded amortization expense of $937,196.

Revenue recognition
Power generation revenue is recorded in the month of delivery, based on the
estimated volumes sold to customers at rates stipulated in the power sales
contracts. Adjustments are made to reflect actual volumes delivered when the
actual information subsequently becomes available. Billings to customers for
power generation generally occurs during the month following delivery. Final
billings do not vary significantly from estimates. Interest income is recorded
when earned and dividend income is recorded when declared.

Foreign currency translation
The consolidated financial statements of the Trust's non-United States
subsidiaries utilize local currency as their functional currency and are
translated into United States dollars using current rates of exchange, with
gains or losses included in the cumulative translation adjustment account in the
shareholders' equity section of the Consolidated Balance Sheets.

Significant Customers
The Trust sells all of the electricity it produces to quasi-autonomous
non-governmental organizations that purchase electricity generated by renewable
sources (such as landfill gas power plants) on behalf of all British utilities
in order to meet British environmental protection goals. The Trust did not
record revenues in 2000 or 1999 since the Trust did not consolidate the United
Kingdom Landfill Projects during these years (see Note 3, United Kingdom
Landfill Projects).

Supplemental cash flow information
Total interest paid during the year ended December 31, 2001 was $961,246.

For the year ended December 31, 2001 the Trust paid income taxes of $27,385.

In connection with the acquisition, (see Note 3, United Kingdom Landfill
Projects) on October 16, 2001 a subsidiary of the Trust issued 3,500,000 shares,
to a minority shareholder.

Income taxes
The Trust recorded a provision for United Kingdom income taxes of $307,235 for
the year ended December 31, 2001 on a foreign loss of $548,830. The provision
recorded is 30%, the effective corporate tax rate of the United Kingdom, of the
net increase in the current years temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and amounts
used for income tax purposes. At December 31, 2001 and 2000, the Trust had a
deferred tax liability of $1,081,202 and $764,901, respectively. The significant
component of the Trust's deferred tax liability is attributable to the
accelerated depreciation on its plant and equipment.

The Trust does not pay or record United States income taxes on the undistributed
earnings of its foreign subsidiaries, where management has determined that the
earnings are permanently reinvested in the entities that produced them. The
cumulative undistributed earnings are included in "Shareholders' Equity" on the
Consolidated Balance Sheets. No provision is made for United States income taxes
in the accompanying consolidated financial statements as the income or losses of
the Trust are passed through and included in the tax returns of the individual
shareholders of the Trust.

Reclassification
Certain items in previously issued financial statements have been reclassified
for comparative purposes.

3.       Projects

Maine Hydro Projects
In 1996, Ridgewood Maine Hydro Partners, L.P. ("Ridgewood Hydro L.P.") was
formed as a Delaware limited partnership and acquired 14 hydroelectric projects,
located in Maine (the "Maine Hydro Projects"), from a subsidiary of CHI Energy,
Inc. (formerly Consolidated Hydro, Inc.). The assets acquired include a total of
11.3 megawatts of electrical generating capacity. The electricity generated is
sold to Central Maine Power Company and Bangor Hydro Company under long-term
contracts. The purchase price was $13,628,395 cash, including transaction costs.

The Trust owns a 50% limited partnership interest in Ridgewood Hydro L.P. and
50% of the outstanding common stock of Ridgewood Maine Hydro Corporation, which
is the sole general partner of Ridgewood Hydro L.P. The remaining 50% is owned
by Ridgewood Electric Power Trust IV ("Trust IV"). Ridgewood Power LLC is the
managing shareholder of both the Trust and Trust IV.

The Trust's 50% investment in the Maine Hydro Projects is accounted for under
the equity method of accounting. The Trust's equity in the earnings of the Maine
Hydro Projects has been included in the financial statements since acquisition.

The Maine Hydro Projects are operated by a subsidiary of CHI Energy, Inc., under
an Operation, Maintenance and Administrative Agreement. The annual operator's
fee is adjusted on June 30th of each year for inflation, plus an annual
incentive fee equal to 50% of the net cash flow in excess of a target amount.
The Maine Hydro Projects recorded $343,704, $414,089 and $323,003 of expense
under this arrangement during the years ended December 31, 2001, 2000 and 1999,
respectively. The agreement has a five-year term, expiring on June 30, 2006, and
can be renewed for one additional five-year term by mutual consent.

Summarized financial information for the Maine Hydro Projects is as follows:

         Balance Sheets
                                      December 31,
                                  2001          2000
                               -----------   -----------

Current assets .............   $   632,298   $   785,739
Non-current assets .........     9,408,314    10,285,943
                               -----------   -----------
Total assets ...............   $10,040,612   $11,071,682
                               -----------   -----------

Current liabilities ........   $   282,582   $   377,787
Partners' equity ...........     9,758,030    10,693,895
                               -----------   -----------
Total liabilities and equity   $10,040,612   $11,071,682
                               -----------   -----------









         Statements of Operations

                              For the Year Ended December 31,
                         ----------------------------------------
                             2001           2000          1999
                         -----------    -----------   -----------

Revenue ..............   $ 2,311,346    $ 3,750,095   $ 4,756,189
Operating expenses ...     3,049,927      3,271,902     3,002,245
Other income (expense)        13,563         26,307       (55,033)
                         -----------    -----------   -----------
Net income (loss) ....   $  (725,018)   $   504,500   $ 1,698,911
                         -----------    -----------   -----------


The Maine Hydro Projects qualify as small power production facilities under the
Public Utility Regulatory Policies Act ("PURPA"). PURPA requires that each
electric utility company operating at the location of a small power production
facility, as defined, purchase the electricity generated by such facility at a
specified or negotiated price. The Maine Hydro Projects sell substantially all
of their electrical output to two public utility companies, Central Maine Power
Company ("CMP") and Bangor Hydro-Electric Company ("BHC"), under long-term power
purchase agreements. Eleven of the twelve power purchase agreements with CMP
expire in December 2008 and are renewable for an additional five-year period.
The twelfth power purchase agreement with CMP expires in December 2007 with CMP
having the option to extend the contract for three more five-year periods. The
two power purchase agreements with BHC expire December 2014 and February 2017.

Maine Biomass Projects
In 1997, through a subsidiary, the Trust acquired a 25% preferred membership
interest in Indeck Maine Energy, L.L.C. ("Maine Biomass Projects"), which owns
two electric power generating stations fueled by waste wood. The aggregate
purchase price was $7,297,971 including transaction costs. Each project has 24.5
megawatts of electrical generating capacity. The Penobscot project is located in
West Enfield, Maine and the Eastport project is located in Jonesboro, Maine. The
Eastport Project was shut down in January 1998. The facility currently sells
installed capacity and is periodically restarted for testing or for the sale of
energy during peak periods of demand. The cost of maintaining the idled facility
in good condition is approximately $100,000 per month. The Penobscot facility
resumed full time operation in June 2001.

The preferred membership interest entitles the Trust to receive an 18%
cumulative annual return on its $7,000,000 capital contribution to the Maine
Biomass Projects from the operating net cash flow from the projects. Trust IV
also purchased an identical preferred membership interest in Indeck Maine. After
payments in full to the preferred membership interests, up to $2,520,000 of any
remaining operating net cash flow during the year is paid to the other Maine
Biomass Project members. Any remaining operating net cash flow is payable 25% to
the Trust and Trust IV and 75% to the other Maine Biomass Project members.

In 2001, 2000 and 1999, the Trust loaned $250,000, $300,000 and $525,250,
respectively, to the Maine Biomass Projects. The loan is in the form of demand
notes that bear interest at 5% per annum. Trust IV made identical loans to the
Maine Biomass Projects. The other Maine Biomass Project members also loaned
$500,000, $600,000 and $1,050,500 to the Maine Biomass Projects with the same
terms in 2001, 2000 and 1999, respectively

The Trust's investment in the Maine Biomass Projects is accounted for under the
equity method of accounting. The Trust's equity in the loss of the Maine Biomass
Projects has been included in the statement of operations since acquisition. The
financials statements of the Maine Biomass Projects were not adjusted to reflect
the purchase of the membership interest by the Trust. The Trust's equity in the
net loss of the Maine Biomass Projects recorded in the Trust's consolidated
financial statements has been adjusted to reflect the purchase price paid by the
Trust for its membership interest.

The Penobscot and Eastport projects were operated by Indeck Operations, Inc., an
affiliate of the members of Indeck Maine. The annual operator's fee is $300,000,
of which $200,000 is payable contingent upon the Trusts receiving their
cumulative annual return. The management agreement had a term of one year and
automatically continued for successive one year terms, unless canceled by either
the Maine Biomass Projects or Indeck Operations, Inc. The Maine Biomass Projects
exercised their right to terminate the contract on March 1, 1999, because
certain preferred membership interest payments have not been made. Under an
Operating Agreement with the Trust, Ridgewood Power Management LLC ("Ridgewood
Management," formerly Ridgewood Power Management Corporation), an entity related
to the managing shareholder through common ownership, began providing
management, purchasing, engineering, planning and administrative services to the
Maine Biomass Projects. Ridgewood Management charges the projects at its cost
for these services and for the allocable amount of certain overhead items.
Allocations of costs are on the basis of identifiable direct costs, time records
or in proportion to amounts invested in projects.

From June thorough December 1999, the facilities periodically operated on
dispatch from ISO-New England, Inc. (the "ISO") and also submitted offers to the
ISO to run at high prices during power emergencies. The facilities have claimed
the ISO owes them approximately $14 million for the electricity products they
provided in those periods and the ISO has claimed that no material revenues at
all are due to the projects. As a result, on October 24, 2000, Indeck Maine
filed a complaint against the ISO in the Superior Court of Delaware alleging,
among other things, that the ISO's actions resulted in a breach of an express or
implied contract, violated certain consumer protection laws and amounted to
fraud. The ISO removed the litigation to Federal District Court in Delaware. As
a result of various pre-trial motions filed by the parties, such litigation was
filed as a complaint by the Company before FERC. In April 2002, FERC ruled on
this complaint in favor of the ISO. The Company has not determined whether it
will appeal or otherwise contest the ruling by FERC.

Summarized financial information for the Maine Biomass Projects is as follows:

         Balance Sheets
                                     December 31,
                               --------------------------
                                  2001           2000
                               -----------    -----------

Current assets .............   $ 1,162,010    $ 1,117,357
Non-current assets .........     3,359,795      2,970,042
                               -----------    -----------
Total assets ...............   $ 4,521,805    $ 4,087,399
                               -----------    -----------

Current liabilities ........   $ 2,021,185    $   703,279
Notes payable to members ...     5,801,000      4,801,000
Members' deficit ...........    (3,300,380)    (1,416,880)
                               -----------    -----------
Total liabilities and equity   $ 4,521,805    $ 4,087,399
                               -----------    -----------


         Statement of Operations
                        For the Year Ended December 31,
                 -----------------------------------------
                    2001            2000           1999
                 -----------    -----------    -----------

Revenue ......   $ 5,587,507    $ 2,017,481    $ 1,391,039
Cost of sales      6,913,336      2,646,770      3,330,090
Other expenses       557,671        650,680        253,610
                 -----------    -----------    -----------
Net loss .....   $(1,883,500)   $(1,279,969)   $(2,192,661)
                 -----------    -----------    -----------

MetaSound Corporation
In December 1998, through a subsidiary, the Trust purchased an interest in
MetaSound Systems, Inc. ("MetaSound Systems"), which is developing digital audio
marketing systems connected to the internet. The systems are designed to provide
digital quality messages, music and sound information to telephone callers on
hold or in a call center queue. For an aggregate purchase price of $2,508,640,
the Trust purchased 4,676,000 shares of Series C Preferred Stock, a warrant to
purchase up to 4,676,000 additional shares at $.54 per share expiring on May 31,
1999, and a second warrant to purchase up to 2,000,000 additional shares at $.54
per share expiring in 2003. The Series C Preferred Stock may be converted into
an equal number of shares of common stock at the Trust's option. The Series C
Preferred Stock automatically converts into common stock in the event of a
public offering of MetaSound Systems meeting certain requirements.

Ridgewood Capital Venture Partners, LLC and Ridgewood Capital Institutional
Venture Partners, LLC (collectively the "Venture Funds"), investment programs
sponsored by an affiliate of the managing shareholder, invested $3,066,236 in
MetaSound Systems in May 1999 to exercise the 4,676,000 share warrant and obtain
a $500,000 Convertible Promissory Note. The Trust and the Venture Funds own
undivided interests in MetaSound Systems in proportion to the capital they
contributed. The Trust and the Venture Funds own approximately a 42% interest in
MetaSound Systems.

The Trust's investment in MetaSound Systems is accounted for under the equity
method of accounting. The Trust's equity in the loss of MetaSound Systems has
been included in the consolidated financial statements since December 1, 1998.
In early 2001, MetaSound's funds were exhausted and it ceased operations.
Accordingly, the Trust recorded a writedown of $204,028 in 2000 to reduce the
investment to its estimated fair value of zero.

Quantum Conveyor
In September 1998, the Trust purchased a 15% membership interest in Quantum
Conveyor Systems, LLC, a newly organized Delaware limited liability company
("Quantum Conveyor") through a subsidiary of the Trust. At the same time,
Quantum Conveyor acquired substantially all of the assets and certain of the
liabilities of Quantum Conveyor Systems, Inc. Quantum Conveyor designs,
manufactures and sells modular conveyor systems used by post offices,
distribution centers, warehouses, and other material handling facilities.

At the same time as the Trust's subsidiary purchased its membership interest, it
made a secured loan of $2,985,000 to Quantum Conveyor. In addition, the Trust's
subsidiary had an option that expired on March 2, 1999, to purchase an
additional 10% membership interest for $10,000 which was exercised by the
Venture Funds in February 1999. The Trust's subsidiary extended a line of credit
to loan up to an additional $1,990,000 to Quantum Conveyor through June 1, 2003,
under the same terms as the $2,985,000 loan. The Venture Funds provided the
maximum $1,990,000 of loans under this line of credit in 1999. In July 1999, the
Trust and the Venture Funds purchased an additional 2% membership interest in
Quantum Conveyor for $100,000, funded $60,000 by the Trust and $40,000 by the
Venture Funds. The Trust and the Venture Funds own the subsidiary in proportion
to their capital contributions.

The remaining membership interests of Quantum Conveyor are owned by three
individuals. As part of the transaction, the president of Quantum Conveyor, who
owns a membership interest, accepted a $4,000,000 promissory note in
satisfaction of all indebtedness of Quantum Conveyor to him. The promissory note
has the same terms as the Trust's secured loan to Quantum Conveyor.

The secured loan and promissory note bear interest at 12% per year. From
September 1998 to August 2000, no interest payments by Quantum Conveyor were
required. From September 2000 to June 2003, Quantum Conveyor is required to make
quarterly payments of interest only. From July 2003 to September 2008, Quantum
Conveyor must make equal quarterly payments sufficient to fully repay the
principal and interest due under the note by September 2008.

The Trust's investment in Quantum Conveyor is accounted for under the equity
method of accounting. The Trust's equity in the loss of Quantum Conveyor has
been included in the consolidated financial statements since September 1998.

In early 2001, Quantum's funds were exhausted and it reduced its operations to a
minimal level. As a result, the Trust recorded a writedown of $2,889,690 in 2000
to reduce the investment to its estimated fair value of zero.

Santee River Rubber
In August 1998, the Trust and an affiliate, Trust IV, purchased preferred
membership interests in Santee River Rubber Company, LLC, a newly organized
South Carolina limited liability company ("Santee River Rubber"). Santee River
Rubber was building a waste tire and rubber processing facility located near
Charleston, South Carolina. The facility, which was expected to begin full scale
operations in 2000, was designed to receive and process waste tires and produce
fine crumb rubber of various sizes. The Trust and Trust IV purchased the
interests through a limited liability company owned one-third by the Trust and
two-thirds by Trust IV. The Trust's share of the purchase price was $8,979,639
and Trust IV's share of the purchase price was $4,489,819.

Until January 2000, Santee River Rubber paid the Trust and Trust IV interest at
12% per year on $11,000,000 of their investment. After operations began, the
Trusts were entitled to receive all cash flow after payment of debt and other
obligations until the Trusts received a cumulative 20% return on their total
investment. Thereafter, the Trust and Trust IV were to receive 25% of any
remaining cash flow available for distribution. All cash distributions and tax
allocations received from Santee River Rubber were shared two-thirds by the
Trust and one-third by Trust IV. The remaining equity interest was owned by a
wholly-owned subsidiary of Environmental Processing Systems, Inc. ("EPS"), a
company not affiliated with the Trust, which was the manager of the project.

At the same time as the Trust and Trust IV purchased their membership interests,
Santee River Rubber borrowed $16,000,000 through tax exempt revenue bonds and
another $16,000,000 through taxable convertible bonds. It also obtained
$4,500,000 of subordinated financing from the general contractor of the
facility.

In late May 2000, EPS informed the Trust that Santee River Rubber needed
substantial additional money to pay for its operating expenses while
modifications were completed and testing was performed. Intensive negotiations
then began between the Trust, Trust IV, EPS, the facility's bondholders and
potential outside funding sources. While these negotiations continued, the
Project informed the Trust on July 30, 2000 that it had run out of money and
would be unable to make payroll. After further discussions, the Trust and Trust
IV advanced $354,667 and $152,333, respectively, for that purpose. Negotiation
continued until October 26, 2000, when Santee River Rubber Company filed for
Chapter 11 bankruptcy in the U.S. District Court for South Carolina. On November
2, 2000, the U.S. Bankruptcy Court ordered that a trustee in bankruptcy be
appointed to manage Santee River. As a result, the Trust determined that it
would be unlikely to recover its investment in Santee River Rubber Company.
Accordingly, the Trust recorded a writedown of $8,180,081 to reduce the
estimated fair value of the investment to zero.

The Trust's investment in Santee River Rubber was accounted for under the equity
method of accounting. The Trust's equity in the income or loss of Santee River
Rubber has been included in the consolidated financial statements since
acquisition.



Egypt Projects
In 1999, the Trust and The Ridgewood Power Growth Fund (the "Growth Fund")
jointly formed Ridgewood Near East Holdings LLC ("Ridgewood Near East') to
develop electric power and water purification plants for resort hotels in Egypt.
In 2001, the Ridgewood/Egypt Fund ("Egypt Fund") an affiliate of the Trust and
the Growth Fund, became a member of Ridgewood Near East. The Trust, Egypt Fund
and the Growth Fund own undivided interests in the Egypt projects in proportion
to the capital they contributed, net of distributions and allocated profits and
losses. Through December 31, 2001, the Trust had contributed $4,899,019 to the
Egypt Projects and has a 14% ownership interest in the Egypt Projects.

Currently, the Egypt Projects consist of 18 water desalinization plants and 6
electric generation plants constructed or under development. When construction
is complete, which is expected to occur in the second quarter of 2002, the total
capacity of the water and power plants is expected to be approximately 5,600,000
gallons per day and 23.4 megawatts, respectively. Each plant has a contract with
a hotel or group of hotels for the sale of the water or electricity produced
from the plant. These contracts generally have terms of five to thirty years and
some of the contracts provide for the transfer or sale of ownership of the plant
to the hotel at the expiration of the contract.

On December 30, 2001, Ridgewood Near East, purchased a 28% equity interest in
Sinai Environmental Services S.A.E. ("Sinai"), a 1,585,000 gallons per day water
desalinization plant, for 4,999,800 Egyptian pounds (approximately $1,231,526).
In February of 2002, Ridgewood Near East made an additional investment in Sinai
to increase its ownership to 53% and gain control of Sinai.

The Trust's investment in the Egypt Projects is accounted for under the equity
method of accounting. The Trust's equity in the income of the Egypt Projects has
been included in the consolidated financial statements since the inception of
the projects.

Summarized financial information for the Egypt Projects is as follows:

         Balance Sheets
                                        December 31,
                                     2001           2000
                                  -----------   -----------

Current assets ................   $ 1,157,043   $ 1,611,147
Non-current assets ............    27,047,922    21,321,104
                                  -----------   -----------
Total assets ..................   $28,204,965   $22,932,251
                                  -----------   -----------

Current liabilities ...........   $   989,609   $   511,801
Members' equity ...............    27,215,356    22,420,450
                                  -----------   -----------
Liabilities and members' equity   $28,204,965   $22,932,251
                                  -----------   -----------


  Statements of Operations

                    For the Year Ended
                      December 31,
                    2001          2000
                 ----------   ----------

Net sales ....   $4,237,676   $2,180,231
Cost of sales     3,256,555    1,924,932
Other expenses      821,211      237,476
                 ----------   ----------
Net income ...   $  159,910   $   17,823
                 ----------   ----------

GFG
In September 1999, the Trust and the Growth Fund made a joint investment of
$3,000,000 in Global Fiber Group ("GFG"), which was in the process of developing
an underwater fiber optic cable in the Western Mediterranean (the "Mediterranean
Fiber Optic Project"). The investment, which was funded equally by the Trust and
the Growth Fund, provided for a 25% ownership interest in GFG and the right to
invest in projects developed by GFG. The Trust and the Growth Fund anticipated
equally funding an $18,000,000 joint venture investment in the Mediterranean
Fiber Optic Project in 2000.

The Trust's investment in the GFG is accounted for under the equity method of
accounting. The Trust's equity in the loss of the GFG has been included in the
consolidated financial statements since the inception of the projects.

In the first quarter of 2000, the Trust determined that GFG would probably not
be able to develop the Mediterranean Fiber Optic Project or any other project.
As a result, the Fund determined that it would be unlikely to recover its
investment in GFG. Accordingly, the Trust recorded a writedown of $1,440,291 in
the first quarter of 2000 to reduce the estimated fair value of the investment
to zero. GFG subsequently ceased operations.

United Kingdom Landfill Projects
In 1999, the Trust formed Ridgewood UK LLC ("UK LLC"), which in turn formed a
subsidiary Ridgewood UK Ltd ("Ridgewood UK"). On June 30, 1999, Ridgewood UK
purchased 100% of the equity in six landfill gas power plants located in Great
Britain. The total purchase price was $16,667,567, including $617,567 of
acquisition costs. Ridgewood UK had the right to acquire other landfill gas
plants under development in Great Britain. During 2001, the Growth Fund
contributed $5,817,006 to UK LLC in return for an equity share of approximately
30%. Bank financing and approximately $3,400,000 of the invested funds were used
to acquire four landfill gas power plants with a capacity of 5.3 megawatts. The
total purchase price of the acquired plants was approximately $5,800,000, of
which $2,100,000 was assigned to the electric power sales contracts acquired,
which will be amortized over the life of the contract (15 years). The remaining
invested funds of $2,000,000 were used in the October 16, 2001 merger described
below.

The Trust accounted for these projects using the equity method because its
ability to exercise control over the projects was expected to be temporary
because the Growth Fund was originally expected to ultimately contribute more
capital to Ridgewood UK than the Trust. Due to delays in construction of the
additional landfill gas plants, the Growth Fund elected to invest some of its
funds in unrelated projects. As a result, the Trust expects to maintain control
over the projects. As a result, effective December 31, 2000, the Trust began to
account for these projects using the consolidation method of accounting.

Under the terms of a merger agreement (the "UK Merger"), on October 16, 2001,
Ridgewood UK, through the issuance of 24% of its shares and $2,000,000 cash ,
acquired certain of the assets and liabilities of CLP Services, Ltd., CLP
Development, Ltd and CLP Envirogas, Ltd. (collectively the "Management and
Development Companies") and the equity and debt of new landfill projects (the
"UK Merger" transaction). The Management and Development Companies previously
developed the various United Kingdom Landfill Gas Projects and managed and
operated the projects after they were sold to Ridgewood UK. UK Ltd. was renamed
CLP Envirogas Limited in 2001. The Trust and the Growth Fund own approximately
70% and 30%, respectively, of UK LLC, which in turn owns approximately 76% of
Ridgewood UK.

In return for the stock issuance and $2,000,000 cash, Ridgewood UK received
plant and equipment valued at approximately $4,201,000, a 50% equity interest in
landfill projects valued at approximately $744,000, cash of $454,000 and other
assets with an approximate value of $1,000,000. In accordance with the UK Merger
agreement, Ridgewood UK assumed liabilities of approximately $3,058,000.
Ridgewood UK assigned the electric power sales contacts and other intangibles
acquired a value of $6,304,000, which will be amortized over the 15 year life of
the contacts.
The determination of the final purchase price and allocation to the assets
acquired and liabilities assumed is still being assessed. The assets acquired
and liabilities assumed were recorded by the Trust at estimated fair values
based on information currently available and on current assumptions as to future
operations. The Trust expects to complete its review of the fair values of the
assets acquired and liabilities assumed in the year ended December 31, 2002 and,
accordingly, the allocation of purchase price is subject to revision.

Certain unrelated shareholders of Ridgewood UK are attempting to renovate
certain older projects in the United Kingdom. Under the terms of the UK Merger
agreement, if they are successful in renovating these projects and the projects
meet certain performance tests, Ridgewood UK will be obligated to acquire the
renovated projects in exchange for the issuance of additional shares. The number
of shares to be issued is dependent on the projected financial performance of
the renovated projects. If Ridgewood UK issues the maximum number of shares to
acquire the renovated projects, the Company's ownership of Ridgewood UK would
fall from 76.3% to 63.5%

Under the terms of the UK merger, certain directors and employees of Ridgewood
UK have received vested options to acquire shares in Ridgewood UK. The price to
exercise the options is equal to the share price of UK Ltd at the time of the
merger. If all the options were exercised, Ridgewood UK would receive
approximately $2.9 million from the exercise of the options and the Company's
ownership of Ridgewood UK would fall from 76.3% to 67.2%. If all the options
were exercised and Ridgewood UK issues the maximum number of shares to acquire
the renovated projects, the Company's ownership of Ridgewood UK would fall to
57%.

Through October 16, 2001, CLP Services Limited ("CLPS"), provided day-to-day
services to the projects. CLPS was paid a flat fee of approximately 1.2 cents
per kilowatt-hour for those services (adjusted for increases in the Retail Price
Index) and was eligible for bonus payments if a project's actual annual
electricity output exceeded 90% of its capacity. CLPS was also paid
approximately $88,000 per year (also adjusted for increases in the Retail Price
Index) for management services for the various companies owning the ten existing
projects. The gas extraction and cleaning systems for the landfills was operated
by CLPS for no additional cost. The UK Merger on October 16, 2001 effectively
terminated the agreement making Ridgewood UK responsible for its own operating
expenses, which include development and administrative, operation, labor and
maintenance activities for all of its UK Projects.

Ridgewood UK owns 13 plants with an installed capacity of 23 megawatts and sells
the electricity under 15 year contracts to a quasi-autonomous non-governmental
organization that purchases electricity generated by renewable sources on behalf
of all British utilities. Ridgewood UK has 14 additional projects under
development.

In addition to the plants located throughout the United Kingdom, Ridgewood UK
has a 50% ownership interest in CLP Organogas SL ("Organogas"), a 2 megawatt
plant located in Seville, Spain. Ridgewood UK obtained its interest in
Organogas, as well as a 50% interest in CLP Envirogas, SL ("Envirogas"), a
management and development service company also located in Seville, Spain, as
part of the UK Merger.

At October 16, 2001 the Management and Development Companies acquired had net
assets of approximately $1,000 and had recognized no profit or loss for the
period of January 1, 2001 to October 16, 2001. In addition, all the landfill
projects acquired as part of the merger, except one, were new construction and
were near completion. The one project that was completed, had just begun
operating. Since the acquired projects had no operating results and the
Management and Development Companies had no income or loss and had minimal net
assets, the pro forma results of operations as if the merger had taken place on
January 1, 2001 would not be significantly different than the current results
included in the Consolidated Statements of Operations.

CLP Spanish Landfill Projects
The Trust owns a 50% interest in CLP Organogas SL, a 2 megawatt plant located in
Seville, Spain. The Trust obtained its interest in Organogas, as well as a 50%
interest in CLP Envirogas SL (collectively the "Spanish landfill projects"), a
management and development service company also located in Seville, Spain, as
part of the UK Merger. The Trust accounts for its ownership in the Spanish
landfill projects under the equity method of accounting. The equity earnings of
the projects have been included in the Trust's consolidated financial statements
from the date of investment.

WaterPure Corporation
In August 1998, the Trust and two unrelated entities filed a revised
reorganization plan for Superstill Technology, Inc ("Superstill"). Superstill, a
California company, has been a debtor in Chapter 11 bankruptcy since July 1997.
The reorganization plan was approved by the bankruptcy court and Superstill's
creditors in December 1998. In accordance with the reorganization plan,
Ridgewood WaterPure Corporation ("WaterPure Corporation") acquired substantially
all the assets of Superstill and made certain payments to satisfy the claims
against Superstill. The purchase price was allocated to the assets and
liabilities acquired based upon their respective fair values.

Superstill holds various patents and intellectual property rights to an energy
efficient water purification technology that it has developed. Superstill has
also designed and licensed distillation and desalinization equipment of various
sizes and capacities.

The Trust made an investment of $3,500,000 in WaterPure Corporation in exchange
for 5,400,000 shares of common stock representing a 54% equity interest in
WaterPure Corporation. The remaining equity interest in WaterPure Corporation
was issued to other creditors and license holders of Superstill in satisfaction
of their claims and to acquire certain licensing rights. WaterPure Corporation
will design, develop and commercialize water purification systems incorporating
the technology acquired from Superstill.

WaterPure Corporation, however, was unable to produce a unit with a commercially
acceptable price and operating characteristics. Although the WaterPure
Corporation technology produces very pure water, it is more expensive to build,
more expensive to power and more difficult to maintain than other technologies
that produce acceptable drinking water. In addition, the minority shareholder of
WaterPure Corporation brought a legal action challenging Waterpure Corporation's
rights to license and sell its projects. Such litigation proved to be quite time
consuming and expensive to defend. WaterPure Corporation used its available cash
to develop and market its products, as well as defend against the litigation. In
2001, the available cash ran out and the shareholders of WaterPure Corporation
were all unwilling to provide additional funds. Therefore, in October 2001,
WaterPure Corporation filed under Chapter 7 of the United States Bankruptcy Code
to liquidate its assets. Such filing was made in the Northern District of Ohio,
but has since been transferred to the United States Bankruptcy Court for the
Northern District of California and essentially is being handled in conjunction
with the Superstill bankruptcy proceeding.

Synergics Projects
Beginning in late 1999, Ridgewood Power LLC, the Managing Shareholder of the
Trust, began negotiations with Synergics, Inc. ("Synergics") to buy nine
existing hydroelectric generating plants (the "Synergics Projects"). In the
course of negotiations and due diligence, Ridgewood Power learned that one of
Synergics' lenders had declared a payment default against Synergics and that the
lender had agreed to discharge the debt at a substantial discount from the face
amount if payment were made by the end of April 2000. In order to preserve the
benefit of the lender's offer and to allow completion of the acquisition on
favorable terms, the Trust and the Growth Fund, through a joint venture,
acquired the debt from the lender on April 28, 2000 for a payment of $17 million
to the lender. The debt remains in default, but the joint venture is not
exercising its remedies against Synergics or the Synergics subsidiaries pending
the proposed acquisition described below.

The joint venture intends to acquire the Synergics hydroelectric generation
business by forgiving the $17 million of outstanding debt and $774,114 of
accrued interest, and paying an additional $1 million to the shareholders of
Synergics and paying up to an additional $1.7 million of Synergics' tax
liabilities that might be incurred as a result of the sale of its assets. In
addition, if a project lease for Synergics' Box Canyon, California hydroelectric
plant is extended beyond the year 2010, the joint venture will pay the Synergics
shareholders the lesser of $500,000 or one-half of the agreed present value
derived from the lease extension. The structuring and closing of the acquisition
is to be determined after a review of certain financial, contractual and tax
considerations,

Until the acquisition closes, Synergics has agreed to retain all working capital
for the account of the joint venture and to allow the joint venture to approve
all operational decisions and expenditures. Synergics is cooperating closely
with the joint venture in making operational decisions. However, although the
joint venture currently intends to acquire the Synergics hydroelectric
generation business as promptly as possible, neither the joint venture nor the
Trust or the Growth Fund are obligated to acquire Synergics or any of its
assets. Wayne L. Rogers, the president of Synergics, agreed to vote the stock of
Synergics, Inc. beneficially owned by him (approximately 69% of the voting
stock) in favor of a merger or other corporate reorganization as specified by
the Trust and the Growth Fund that materially complies with the provisions
outlined above.

Although the joint venture now owns $17 million of the debt of Synergics, there
is approximately $8.625 million of debt owed to Fleet Bank, N.A. The Trust V and
the Growth Fund are in discussions concerning the assumption or refinancing of
the Fleet debt in connection with the acquisition.

The Trust supplied $5 million of the capital used by the joint venture to
acquire the debt and the Growth Fund supplied the remaining $12 million. Any
additional capital needed for the acquisition will be supplied to the joint
venture by the Growth Fund. The Trust and the Growth Fund will own the joint
venture in proportion to the capital each supplies and neither will have
preferred rights over the other.

The debt accrues interest at 11% per annum. For the years ended December 31,
2001 and 2000, the Trust recorded interest income of $409,825 and $364,289,
respectively. During the second half of 2001, drought conditions affected many
of the Synergics Projects, reducing revenues and cash flows recorded by
Synergics. As a result of these reduced cash flows experienced by Synergics, the
Trust ceased accruing interest effective as of October 1, 2001.

4.       Long-Term Debt

Following is a summary of United Kingdom Landfill Gas Projects long-term debt at
December 31, 2001 and 2000:

                              2001             2000
                          -------------   ------------
Bank loan payable .....   $ 14,487,733    $  9,838,164
Less - Current maturity       (609,550)       (622,386)
                          -------------    ------------
Total long-term debt ..   $ 13,878,183    $  9,215,778
                          ------------    ------------

The bank loan is repayable in semi annual installments each March 31st and
September 30th through September 30, 2010. The loan bears interest at LIBOR plus
2.25% (4.126% and 8.82% at December 31, 2001 and 2000, respectively). The notes
are collateralized by substantially all of the assets of the projects.

Scheduled principal repayments of long-term debt are as follows:


Year Ended
December 31,     Payment

2002            $609,550
2003             795,650
2004             864,599
2005             975,520
2006           1,092,435
Thereafter    10,149,979
              ----------
Total        $14,487,733
             ===========

During the fourth quarter of 1997, the Trust and its principal bank executed a
revolving line of credit agreement, whereby the bank will provide a three-year
committed line of credit facility of $750,000 for borrowings or letters of
credit. The credit facility was extended until July 31, 2002. Outstanding
borrowings bear interest at the bank's prime rate or, at the Trust's choice, at
LIBOR plus 2.5% (4.376% and 9.07% at December 31, 2001 and 2000, respectively).
The credit agreement requires the Trust to maintain a ratio of total debt to
tangible net worth of no more than 1 to 1 and a minimum debt service coverage
ratio of 2 to 1. The Maine Hydro projects have an outstanding standby letter of
credit totaling $99,250 which is covered by the line of credit facility. At
December 31, 2001 and 2000, there were no borrowings outstanding under the
facility.

5.       Fair Value of Financial Instruments

At December 31, 2001 and 2000, the carrying values of the Trust's cash and cash
equivalents, accounts receivable and accounts payable and accrued expenses
approximate their fair values. The fair value of the long-term debt,
approximates its carrying value since interest rates are adjusted semi -
annually. The fair value of the letter of credit does not differ materially from
its carrying value.

6.       Electric Power Sales Contracts

The United Kingdom Landfill Gas Projects are committed to sell all of the
electricity it produces to quasi-autonomous non-governmental organizations that
purchase electricity generated by renewable sources (such as landfill gas power
plants) on behalf of all British utilities in order to meet British
environmental protection goals. The electricity prices will be increased
annually by a factor equal to the percentage increase in the United Kingdom
Retail Price Index.

7.          Transactions with Managing Shareholder and Affiliates

The Trust entered into a management agreement with the Managing Shareholder
under which the Managing Shareholder renders certain management, administrative
and advisory services and provides office space and other facilities to the
Trust. As compensation to the Managing Shareholder for such services, the Trust
pays the Managing Shareholder an annual management fee equal to 2.5% of the
total capital contributions to the Trust payable monthly upon the closing of the
Trust which occurred in April 1998. For the year ended December 31, 2001, 2000
and 1999, the Trust paid management fees of $2,332,224, $2,257,357 and
$2,377,941, respectively.

The Trust reimburses the Managing Shareholder and affiliates for expenses and
fees of unaffiliated persons engaged by the Managing Shareholder for fund
business. The Managing Shareholder or affiliates originally paid all project due
diligence costs, accounting and legal fees and other expenses shown in the
statement of operation and were reimbursed by the Trust.

Under the Declaration of Trust, the Managing Shareholder is entitled to receive
each year 1% of all distributions made by the Trust (other than those derived
from the disposition of Trust property) until the shareholders have been
distributed each year an amount equal to 14% of their equity contribution.
Thereafter, the Managing Shareholder is entitled to receive 20% of the
distributions for the remainder of the year. The Managing Shareholder is
entitled to receive 1% of the proceeds from dispositions of Trust properties
until the shareholders have received cumulative distributions equal to their
original investment ("Payout"). After Payout, the Managing Shareholder is
entitled to receive 20% of all remaining distributions of the Trust.

Income is allocated to the Managing Shareholder until the profits equal
distributions to the Managing Shareholder. Then, income is allocated to the
investors, first among holders of Preferred Participation Rights until such
allocations equal distributions from those Preferred Participation Rights, and
then among Investors in proportion to their ownership of investor shares. If the
Trust has net losses for a fiscal period, the losses are allocated 99% to the
Investors and 1% to the Managing Shareholder.

Where permitted, in the event the Managing Shareholder or an affiliate performs
brokering services in respect of an investment acquisition or disposition
opportunity for the Trust, the Managing Shareholder or such affiliate may charge
the Trust a brokerage fee. Such fee may not exceed 2% of the gross proceeds of
any such acquisition or disposition. No such fees have been paid through
December 31, 2001.

The corporate trustee of the Trust, Ridgewood Energy Holding Corporation, an
affiliate of the Managing Shareholder through common ownership, received no
compensation from the Fund.

Amounts due to and from affiliates are non-interest bearing and are usually
settled within thirty days. Such amounts arise from the delay between when
expenses are paid by the Trust or affiliates and when reimbursement occurs.

The Managing Shareholder purchased one investor share of the Trust for $83,000
in 1996. The Trust granted the Managing Shareholder a single Management Share
representing the Managing Shareholder's management rights and rights to
distributions of cash flow.

At December 31, 2001 and 2000, the Trust had outstanding payables and
receivables, with the following affiliates:



                                                   As of December 31,
                                             Due To                Due From
                                       -------------------   -------------------
                                        2001       2000       2001        2000
                                       --------   --------   -------    --------
Ridgewood Management ...............   $141,707   $   --     $   --     $ 16,156
Growth Fund ........................    181,832     15,078       --         --
Trust IV ...........................       --         --      135,823    135,667
Maine Hydro ........................       --         --      100,000       --
Maine Biomass ......................       --         --      200,000       --
United Kingdom Landfill Gas Projects       --      604,299       --         --
Other affiliates ...................     19,518     26,445       --       12,414

From time to time, the Trust records short-term payables and receivables from
other affiliates in the ordinary course of business. The amounts payable and
receivable with the other affiliates do not bear interest.



                 Ridgewood Maine Hydro Partners, L.P.

                         Financial Statements

                   December 31, 2001, 2000 and 1999





Report of Independent Accountants


To the Partners of
Ridgewood Maine Hydro Partners, L.P.:

In our opinion, the accompanying balance sheets and the related statements of
operations, changes in Partners' equity and cash flows present fairly, in all
material respects, the financial position of Ridgewood Maine Hydro Partners,
L.P. (the "Partnership") at December 31, 2001 and 2000, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2001, in conformity with accounting principles generally accepted
in the United States of America. These financial statements are the
responsibility of the Partnership's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.





PricewaterhouseCoopers LLP
New York, NY
April 2, 2002








Ridgewood Maine Hydro Partners, L.P.
Balance Sheets
- -------------------------------------------------------------------------------

                                                      December 31,
                                              ----------------------------
                                                  2001             2000
                                              ------------    ------------
Assets:
Cash and cash equivalents .................   $     17,816    $    135,441
Accounts receivable, trade ................         71,768         602,342
Due from affiliates .......................        501,038          25,429
Prepaid and other current assets ..........         41,676          22,527
                                              ------------    ------------
     Total current assets .................        632,298         785,739

Plant and equipment .......................      2,013,963       1,838,408
Accumulated depreciation ..................       (190,430)       (140,422)
                                              ------------    ------------
     Property, plant and equipment, net ...      1,823,533       1,697,986
                                              ------------    ------------

Electric power sales contracts ............     12,815,510      12,815,510
Accumulated amortization ..................     (5,230,729)     (4,227,553)
                                              ------------    ------------
     Electric power sales contracts, net ..      7,584,781       8,587,957
                                              ------------    ------------

     Total assets .........................   $ 10,040,612    $ 11,071,682
                                              ------------    ------------

Liabilities and Partners' Equity:
Liabilities:
Accounts payable and accrued expenses .....   $    118,160    $    197,297
Due to affiliates .........................        164,422         180,490
                                              ------------    ------------
     Total current liabilities ............        282,582         377,787

Commitments and contingencies

Partners' equity:
Limited partners ..........................      9,670,171      10,596,678
General partner ...........................         87,859          97,217
                                              ------------    ------------


     Total partners' equity ...............      9,758,030      10,693,895
                                              ------------    ------------

     Total liabilities and partners' equity   $ 10,040,612    $ 11,071,682
                                              ------------    ------------














   See accompanying notes to the financial statements.






Ridgewood Maine Hydro Partners, L.P.
Statements of Operations
- -------------------------------------------------------------------------------

                                            Year Ended December 31,
                                   --------------------------------------------
                                      2001           2000            1999
                                   -----------    -----------    -----------

Power generation revenue .......   $ 2,311,346    $ 3,750,095    $ 4,756,189
                                   -----------    -----------    -----------

Operating expenses:
   Depreciation and amortization     1,053,184      1,083,146      1,107,568
   Labor .......................       624,886        653,306        565,015
   Insurance ...................       256,015        176,117        177,333
   Property taxes ..............       266,437        255,274        252,611
   Contract management .........       343,704        414,089        323,003
   Other expenses ..............       505,701        689,970        576,715
                                   -----------    -----------    -----------
                                     3,049,927      3,271,902      3,002,245
                                   -----------    -----------    -----------

Income (loss) from operations ..      (738,581)       478,193      1,753,944
                                   -----------    -----------    -----------

Other income (expense):
Interest income ................        13,563         59,360         42,852
Interest expense ...............            --        (33,053)      (112,885)
Other income ...................            --             --         15,000
                                   -----------    -----------    -----------
     Other income (expense), net        13,563         26,307        (55,033)
                                   -----------    -----------    -----------

Net income (loss) ..............   $  (725,018)   $   504,500    $ 1,698,911
                                   -----------    -----------    -----------




























  See accompanying notes to the financial statements.






Ridgewood Maine Hydro Partners, L.P.
Statements of Changes in Partners' Equity
For the Years Ended December 31, 2001, 2000 and 1999
- -------------------------------------------------------------------------------
                            Limited          General
                            Partners         Partner          Total
                          ------------    ------------    ------------

Partners' equity,
 January 1, 1999 ......     12,319,953         114,624      12,434,577

Cash distributions ....     (2,778,414)        (28,065)     (2,806,479)

Net income for the year      1,681,922          16,989       1,698,911
                          ------------    ------------    ------------


Partners' equity,
 December 31, 1999 ....     11,223,461         103,548      11,327,009

Cash distributions ....     (1,126,238)        (11,376)     (1,137,614)

Net income for the year        499,455           5,045         504,500
                          ------------    ------------    ------------


Partners' equity,
 December 31, 2000 ....     10,596,678          97,217      10,693,895

Cash distributions ....       (208,739)         (2,108)       (210,847)

Net loss for the year .       (717,768)         (7,250)       (725,018)
                          ------------    ------------    ------------

Partners' equity,
 December 31, 2001 ....   $  9,670,171    $     87,859    $  9,758,030
                          ------------    ------------    ------------

























   See accompanying notes to the financial statements.






Ridgewood Maine Hydro Partners, L.P.
Statements of Cash Flows
- -------------------------------------------------------------------------------


                                               Year Ended December 31,
                                      -----------------------------------------
                                         2001            2000          1999
                                      -----------    -----------    -----------

Cash flows from operating
 activities:
Net income (loss) .................   $  (725,018)   $   504,500    $ 1,698,911
                                      -----------    -----------    -----------
Adjustments to reconcile net
 income(loss) to net cash flows
  from operating activities:
  Depreciation and amortization ...     1,053,184      1,083,146      1,107,568
  Changes in assets and
   liabilities:
    Decrease (increase) in
     accounts receivable ..........       530,574        419,138       (447,458)
    (Increase) decrease in prepaid
      and other current assets ....       (19,149)       120,335        (65,295)
    (Increase) decrease in due
      to/from affiliates, net .....      (491,677)      (782,458)    (1,019,205)
    (Decrease) increase in accounts
      payable and accrued
     expenses .....................       (79,137)       159,012       (159,514)
                                      -----------    -----------    -----------
    Total adjustments .............       993,795        999,173       (583,904)
                                      -----------    -----------    -----------

    Net cash provided by operating
     activities ...................       268,777      1,503,673      1,115,007
                                      -----------    -----------    -----------

Cash flows from investing
 activities:
Capital expenditures ..............      (175,555)      (489,384)      (259,776)
                                      -----------    -----------    -----------

    Net cash used in investing
     activities ...................      (175,555)      (489,384)      (259,776)
                                      -----------    -----------    -----------

Cash flows from financing
 activities:
Cash distributions to partners ....      (210,847)    (1,000,000)      (900,000)
Payments to reduce long-term
 lease obligations ................          --         (287,683)      (153,515)
                                      -----------    -----------     -----------
    Net cash used in financing
     activities ...................      (210,847)    (1,287,683)    (1,053,515)
                                      -----------    -----------    -----------

Net decrease in cash
 and cash equivalents .............      (117,625)      (273,394)      (198,284)

Cash and cash equivalents,
 beginning of year ................       135,441        408,835        607,119
                                       -----------   -----------    -----------

Cash and cash equivalents,
 end of year ......................   $    17,816    $   135,441    $   408,835
                                      -----------    -----------    -----------














    See accompanying notes to the financial statements.





Ridgewood Maine Hydro Partners, L.P.
Notes to Financial Statements
- -------------------------------------------------------------------------------








1.       Organization and Business Activity

On September 5, 1996, Ridgewood Maine Hydro Partners, L.P. was formed as a
Delaware limited partnership (the "Partnership"). Ridgewood Maine Hydro
Corporation, a Delaware Corporation ("RMHCorp"), is the sole general partner of
the Partnership and is owned equally by Ridgewood Electric Power Trust IV
("Trust IV") and Ridgewood Electric Power Trust V ("Trust V"), both Delaware
business trusts (collectively, the "Trusts"). The Trusts are equal limited
partners in the Partnership.

On December 23, 1996, in a merger transaction, the Partnership acquired 14
hydroelectric projects located in Maine (the "Maine Hydro Projects") from a
subsidiary of CHI Energy, Inc. (formerly Consolidated Hydro, Inc.). The assets
acquired include a total of 11.3 megawatts of electrical generating capacity.
The electricity generated is sold to Central Maine Power Company and Bangor
Hydro Company under long-term contracts.

2.       Summary of Significant Accounting Policies

Critical accounting policies and estimates
The preparation of financial statements requires the Partnership to make
estimates and judgements that affect the reported amounts of assets,
liabilities, sales and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, the Partnership evaluates its estimates,
including provision for bad debts, recoverable value of fixed assets and
intangible assets and recordable liabilities for litigation and other
contingencies. The Partnership bases its estimates on historical experience,
current and expected conditions and various other assumptions that are believed
to be reasonable under the circumstances, the results of which form the basis
for making judgements about the carrying values of assets and liabilities that
are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

New Accounting Standards and Disclosures
SFAS 141
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") 141, Business Combinations, which
eliminates the pooling-of-interest method of accounting for business
combinations and requires the use of the purchase method. In addition, SFAS 141
requires the reassessment of intangible assets to determine if they are
appropriately classified either separately or within goodwill. SFAS 141 is
effective for business combinations initiated after June 30, 2001. The
Partnership adopted SFAS 141 on July 1, 2001, with no material impact on the
financial statements.

SFAS 142
In June 2001, the FASB issued SFAS 142, Goodwill and Other Intangible Assets,
which eliminates the amortization of goodwill and other acquired intangible
assets with indefinite economic useful lives. SFAS 142 requires an annual
impairment test of goodwill and other intangible assets that are not subject to
amortization. The Partnership will adopt SFAS 142 effective January 1, 2002 and
is currently assessing the impact that this standard may have on the
Partnership.

SFAS 143
In June 2001, the FASB issued SFAS 143, Accounting for Asset Retirement
Obligations, on the accounting for obligations associated with the retirement of
long-lived assets. SFAS 143 requires a liability to be recognized in the
financial statements for retirement obligations meeting specific criteria.
Measurement of the initial obligation is to approximate fair value, with an
equivalent amount recorded as an increase in the value of the capitalized asset.
The asset will be depreciated in accordance with normal depreciation policy and
the liability will be increased for the time value of money, with a charge to
the income statement, until the obligation is settled. SFAS 143 is effective for
fiscal years beginning after June 15, 2002. The Partnership will adopt SFAS 143
effective January 1, 2003 and is currently assessing the impact that this
standard may have on the Partnership.

SFAS 144
In August 2001, the FASB issued SFAS 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, which replaces SFAS 121, Accounting for the
Impairment of Long-lived Assets and for Long-Lived Assets to Be Disposed Of. For
long-lived assets to be held and used, SFAS 144 retains the requirements of SFAS
121 to (a) recognize an impairment loss only if the carrying amount is not
recoverable from undiscounted cash flows and (b) measure an impairment loss as
the difference between the carrying amount and fair value of the asset. For
long-lived assets to be disposed of, SFAS 144 establishes a single accounting
model based on the framework established in SFAS 121. The accounting model for
long-lived assets to be disposed of by sale applies to all long-lived assets,
including discontinued operations and replaces the provisions of APB Opinion No.
30, Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions, for the disposal of segments of a business. SFAS 144
also broadens the reporting of discontinued operations. The Partnership will
adopt SFAS 144 effective January 1, 2002 and is currently assessing the impact
that this standard may have on the Partnership.

Cash and cash equivalents
The Partnership considers all highly liquid investments with maturities when
purchased of three months or less as cash and cash equivalents.

Revenue recognition
Power generation revenue is recorded in the month of delivery, based on the
estimated volumes sold to customers at rates stipulated in the power sales
contract. Adjustments are made to reflect actual volumes delivered when the
actual volumetric information subsequently becomes available. Billings to
customers for power generation generally occurs during the month following
delivery. Final billings typically do not vary significantly from estimates.
Interest income is recorded when earned.

Impairment of Long-Lived Assets and Intangibles
In accordance with the provisions of SFAS No. 121, Accounting for the Impairment
of Long-Lived Assets to be Disposed Of, the Partnership evaluates long-lived
assets, such as fixed assets and specifically identifiable intangibles, when
events or changes in circumstances indicate that the carrying value of such
assets may not be recoverable. The determination of whether an impairment has
occurred is made by comparing the carrying value of an asset to the estimated
undiscounted cash flows attributable to that asset. If an impairment has
occurred, the impairment loss recognized is the amount by which the carrying
value exceeds the discounted cash flows attributable to the asset or the
estimated fair value of the asset.

Plant and equipment
Machinery and equipment, consisting principally of electrical generating
equipment, is stated at cost. Renewals and betterments that increase the useful
lives of the assets are capitalized. Repair and maintenance expenditures that
increase the efficiency of the assets are expensed as incurred. At December 31,
2001 and 2000, the Partnership had construction in progress of $121,287 and
$482,436, respectively.

Depreciation is recorded using the straight-line method over the useful lives of
the assets, which vary from 3 to 50 years with a weighted average of 33 and 22
years at December 31, 2001 and 2000, respectively. During the years ended
December 31, 2001, 2000 and 1999, the Partnership recorded depreciation expense
of $50,008, $61,794, and $47,272, respectively.

Electric Power Sales Contracts
A portion of the purchase price of the Maine Hydro Projects was assigned to the
Electric Power Sales Contracts and is being amortized over the duration of the
contracts (11 to 21 years) on a straight-line basis.

As part of the purchase of the Maine Hydro Projects, the Partnership assumed a
hydroelectric facility leased pursuant to a long-term lease agreement dated July
16, 1979, and as amended (the "Agreement"). Upon proper notice, the Partnership
had the right to purchase all the equipment covered in the Agreement at Fair
Market Value (as defined) or elect to extend the terms of the Agreement for up
to three five-year periods at a rental equal to Fair Rental Value (as defined).
In addition, the Partnership also had the right to terminate the Agreement and
purchase the hydroelectric facility upon proper notice and payment of a
scheduled close-out amount, which was $750,000 at April 30, 2000. This lease was
accounted for as a capital lease and the scheduled close-out amount of $750,000
had been recorded as a lease obligation. On April 30, 2000, the Partnership
purchased the equipment at its Fair Market Value, which was $254,136. The
difference between the recorded lease obligation of $750,000 and the purchase
price of $254,136 is recorded as a reduction to the Electric Powers Sales
Contract in the accompanying balance sheet.

During each of the years ended December 31, 2001, 2000 and 1999, the Partnership
recorded amortization expense of $1,003,176, $1,021,352 and $1,060,296,
respectively.

Income taxes
No provision is made for income taxes in the accompanying financial statements
as the income or loss of the Partnership is passed through and included in the
tax returns of the individual partners.

Reclassification
Certain items in previously issued financial statements have been reclassified
for comparative purposes.

3.       Lease Commitments

The Partnership leases a parcel of land on the sites of two of its hydroelectric
projects under non-cancelable operating leases expiring in June 2078. Total
monthly payments in 2001 were the greater of $1,318 or a percentage of the
revenue from the hydroelectric project. At December 31, 2001, the future minimum
rental payments required under these leases was as follows:

                                    2002                    $  15,816
                                    2003                       15,816
                                    2004                       15,816
                                    2005                       15,816
                                    2006                       15,816
                                    Thereafter              1,130,844
                                                    ------------------
                                                    ------------------
                                                          $ 1,209,924
                                                    ------------------

4.       Electric Power Sale Contracts

The Partnership operates facilities which qualify as small power production
facilities under the Public Utility Regulatory Policies Act ("PURPA"). PURPA
requires that each electric utility company, operating at the location of a
small power production facility, as defined, purchase the electricity generated
by such facility at a specified or negotiated price. The Partnership sells
substantially all of its electrical output to two public utility companies,
Central Maine Power Company ("CMP") and Bangor Hydro-Electric Company ("BHC"),
pursuant to long-term power purchase agreements. Eleven of the twelve power
purchase agreements with CMP expire in December 2008 and are renewable for an
additional five year period. The twelfth power purchase agreement with CMP
expires in December 2007 with CMP having the option to extend the contract for
three more five-year periods. The two power purchase agreements with BHC expire
December 2014 and February 2017. The Partnership is required to maintain a
standby letter of credit totaling $99,250 under the long-term power purchase
agreement, which is collateralized by Trust IV's line of credit facility.

5.       Fair Value of Financial Instruments

At December 31, 2001 and 2000, the carrying value of the Partnership's cash and
cash equivalents, trade receivables, and accounts payable and accrued expenses
approximates their fair value. The fair value of the letter of credit does not
differ materially from its carrying value.

6.    Management Agreement

The Maine Hydro Projects are operated by a subsidiary of CHI Energy, Inc. under
an Operation, Maintenance and Administrative Agreement. The annual operator's
fee is adjusted on June 30th of each year for inflation, plus an annual
incentive fee equal to 50% of the net cash flow in excess of a target amount.
The maximum incentive fee payable in a year is $112,500. The Partnership
recorded $343,704, $414,089, and $323,003 of expense under this arrangement
during the periods ended December 31, 2001, 2000 and 1999, respectively. The
agreement has a five-year term expiring on June 30, 2006 and can be renewed for
one additional five-year term by mutual consent.

7.  Transactions with Affiliates

At December 31, 2001 and 2000, the Partnership had outstanding payables and
receivables, with the following affiliates:

                                             As of December 31,
                                      Due To                 Due From
                                  ------------------    --------------------
                                    2001       2000      2001        2000
                                  --------   --------   --------   --------

Ridgewood Power Management, LLC   $164,422   $111,522   $   --     $   --
Trust IV ......................       --         --      270,066     25,429
Trust V .......................       --       68,968    231,032       --

From time to time, the Partnership records short-term payables and receivables
from other affiliates in the ordinary course of business. The amounts payable
and receivable with the other affiliates do not bear interest.



               Indeck Maine Energy, L.L.C.

                   Financial Statements

             December 31, 2001, 2000 and 1999









Report of Independent Accountants


To the Members of
Indeck Maine Energy, L.C.C.:

In our opinion, the accompanying balance sheets and the related statements of
operations, changes in members' deficit and of cash flows present fairly, in all
material respects, the financial position of Indeck Maine Energy, L.L.C. (the
"Company") at December 31, 2001 and 2000, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
2001, in conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

As discussed in Note 4 to the financial statements, the Company has temporarily
suspended operations and is dependent on the continuing financial support of the
members.



PricewaterhouseCoopers LLP
New York, NY
April 2, 2002








Indeck Maine Energy, L.L.C.
Balance Sheets
- -------------------------------------------------------------------------------

                                                      December 31,
                                                      -----------
                                                  2001           2000
                                              -----------    -----------
Assets:
Cash and cash equivalents .................   $    69,798    $   689,533
Accounts receivable .......................       606,089        147,912
Inventories ...............................       480,422        144,295
Prepaid expenses ..........................         5,701        135,617
                                              -----------    -----------

   Total current assets ...................     1,162,010      1,117,357
                                              -----------    -----------

Property, plant and equipment:
   Land ...................................       158,000        158,000
   Power generation facilities ............     3,795,639      3,203,217
   Equipment and other ....................        60,009         56,646
                                              -----------    -----------
                                                4,013,648      3,417,863
   Accumulated depreciation ...............      (800,108)      (607,358)
                                              -----------    -----------
                                                3,213,540      2,810,505
                                              -----------    -----------

Intangible assets .........................       206,577        206,577
Accumulated amortization ..................       (60,322)       (47,040)
                                              -----------    -----------
                                                  146,255        159,537
                                              -----------    -----------

     Total assets .........................   $ 4,521,805    $ 4,087,399
                                              -----------    -----------

Liabilities and Members' Deficit:
Liabilities:
Accounts payable and accrued expenses .....   $   477,182    $    86,858
Due to affiliates .........................     1,244,003        416,421
Management fee payable ....................       300,000        200,000
Notes payable to members ..................     5,801,000      4,801,000
                                              -----------    -----------

     Total current liabilities ............     7,822,185      5,504,279

Commitments and contingencies

Total members' deficit ....................    (3,300,380)    (1,416,880)
                                              -----------    -----------

     Total liabilities and members' deficit   $ 4,521,805    $ 4,087,399
                                              -----------    -----------












             See accompanying notes to the financial statement






Indeck Maine Energy, L.L.C.
Statements of Operations
- -------------------------------------------------------------------------------

                                     For the years ended December 31,
                                ------------------------------------------
                                    2001            2000           1999
                                 -----------    -----------    -----------

Power generation revenue .....   $ 5,587,507    $ 2,017,481    $ 1,391,039

Cost of sales, including
 depreciation and amortization
  of $206,032, $184,771 and
   $184,771 in 2001, 2000 and
     1999 ....................     6,913,336      2,646,770      3,330,090
                                 -----------    -----------    -----------

Gross loss ...................    (1,325,829)      (629,289)    (1,939,051)

General and administrative
 expenses ....................       300,112        478,696        148,752
                                 -----------    -----------    -----------

   Loss from operations ......    (1,625,941)    (1,107,985)    (2,087,803)

Interest income ..............        11,657         11,857          4,098

Interest expense .............      (269,216)      (183,841)      (108,956)
                                 -----------    -----------    -----------

   Net loss ..................   $(1,883,500)   $(1,279,969)   $(2,192,661)
                                 -----------    -----------    -----------































             See accompanying notes to the financial statements.






Indeck Maine Energy, L.L.C.
Statements of Changes in Members' (Deficit) Equity
For the Years Ended December 31, 2001, 2000 and 1999
- -------------------------------------------------------------------------------


                                     Indeck Energy    Ridgewood
                                     Services, Inc.   Maine, LLC       Total
                                      -----------    -----------    -----------

Members' equity, January 1, 1999 ..   $     1,000      2,054,750      2,055,750

Net loss ..........................        (1,000)    (2,191,661)    (2,192,661)
                                      -----------    -----------    -----------

Members' deficit, December 31, 1999          --         (136,911)      (136,911)

Net loss ..........................          --       (1,279,969)    (1,279,969)
                                      -----------    -----------    -----------
                                      -----------    -----------    -----------

Members' deficit, December 31, 2000          --       (1,416,880)    (1,416,880)

Net loss ..........................          --       (1,883,500)    (1,883,500)
                                      -----------    -----------    -----------

Members' deficit, December 31, 2001   $      --      $(3,300,380)   $(3,300,380)
                                      -----------    -----------    -----------
































                   See accompanying notes to the financial statements.






Indeck Maine Energy, L.L.C.
Statements of Cash Flows
- -------------------------------------------------------------------------------

                                           For the year ended December 31,
                                    ------------------------------------------
                                        2001           2000           1999
                                    -----------    -----------    -----------

Cash flows from operating
 activities
  Net loss ......................   $(1,883,500)   $(1,279,969)   $(2,192,661)
                                    -----------    -----------    -----------
  Adjustments to reconcile net
   loss to net cash flows used
    in operating activities
     Depreciation and
      amortization ..............       206,032        184,771        184,771
     Changes in assets and
      liabilities:
       (Increase) decrease in
         accounts receivable ....      (458,177)       126,450        (88,554)
       (Increase) decrease in
         inventories ............      (336,127)           903        133,506
       Decrease (increase) in
        prepaid expenses ........       129,916       (108,353)        82,704
       Increase (decrease) in
        accounts payable and
         accrued expenses .......       189,802       (182,526)       (57,678)
       Increase (decrease) in due
        to affiliates ...........       827,582         (8,185)       424,606
       Increase (decrease) in
        management fee payable ..       100,000        100,000        (25,000)
                                    -----------    -----------    -----------
     Total adjustments ..........       659,028        113,060        654,355
                                    -----------    -----------    -----------
    Net cash used in operating
      activities ................    (1,224,472)    (1,166,909)    (1,538,306)
                                    -----------    -----------    -----------

Cash flows from investing
 activities:
Capital expenditures ............      (395,263)          --             --
                                    -----------    -----------    -----------
     Net cash used in
      investing activities .......     (395,263)          --             --

Cash flows from financing
 activities
  Issuance of notes payable .....     1,000,000      1,200,000      2,101,000
                                    -----------    -----------    -----------
    Net cash provided by
     financing activities .......     1,000,000      1,200,000      2,101,000
                                    -----------    -----------    -----------

Net (decrease) increase in cash
 and cash equivalents ...........      (619,735)        33,091        562,694

Cash and cash equivalents,
 beginning of period ............       689,533        656,442         93,748
                                    -----------    -----------    -----------

Cash and cash equivalents,
 end of period ..................   $    69,798    $   689,533    $   656,442
                                    -----------    -----------    -----------











            See accompanying notes to the financial statements.








Indeck Maine Energy, L.L.C.
Notes to Financial Statements
- -------------------------------------------------------------------------------

1.       Description of Business

Indeck Maine Energy, L.L.C. (the "Company") is a limited liability company
formed on April 1, 1997 by Indeck Energy Services, Inc. ("IES") for the purpose
of acquiring, operating and managing two 24.5 megawatt wood-fired electric
generation facilities (the "Facilities") located in Maine. The Facilities
commenced operations on June 10, 1997. On June 11, 1997, Ridgewood Maine, LLC
("Ridgewood"), which is owned equally by Ridgewood Electric Power Trust IV and
Ridgewood Electric Power Trust V, purchased a 50% membership interest in the
Company from IES for $14,000,000. Of this purchase price, $4,857,015 was
contributed to the Company and the remainder was retained by the other members.

a.   Ridgewood's Priority Return from Operations: Ridgewood's Priority Return
     From Operations is an amount equal to 18% per annum of $14 million,
     increased by the amount of any additional contribution made by Ridgewood
     and reduced by the amount of distributions to Ridgewood of Net Cash Flow
     From Capital Events, as defined.

b.   Allocation  of  Profits  and  Losses:  In  accordance  with  the  Operating
     Agreement, profits and losses, as defined, are allocated as follows:

First, profits shall be allocated to each member, other than Ridgewood, until
the cumulative amount of profits allocated is equal to the amount of
distributions made or to be made to each member pursuant to the distributions
provisions of the Operating Agreement.

Second, all remaining profits and losses shall be allocated to Ridgewood. Also,
all depreciation shall be allocated to Ridgewood.

Losses and depreciation allocated to members in accordance with the Operating
Agreement may not exceed the amount that would cause such members to have an
Adjusted Capital account Deficit, as defined, at the end of such year. All
losses and depreciation in excess of this limitation shall be allocated to the
remaining members who will not be subject to this limitation, in proportion to
and to the extent of their positive Capital Account Balances, as defined.

Also, if in any fiscal year a member unexpectedly receives an adjustment,
allocation or distribution as described in the Operating Agreement, and such
allocation or distribution causes or increases an Adjusted Capital Account
Deficit for such fiscal year, such member shall be allocated items of income and
gain in an amount and manner sufficient to eliminate such Adjusted Capital
Account Deficit as quickly as possible.

c.   Distributions of Net Cash Flows From Operations:  For each Fiscal year, the
     Company shall distribute Net Cash Flow From Operations,  as defined, to the
     members as follows:

First, the Company shall distribute to Ridgewood 100% of Net Cash Flow From
Operations until Ridgewood has received the full amount of any unpaid portion of
Ridgewood's Priority Return From Operations, as defined, for any preceding
fiscal year,

Second, the Company shall distribute to Ridgewood 100% of Net Cash Flow From
Operations until Ridgewood has received Ridgewood's Priority Return From
Operations for the current fiscal year.

Third, the Company shall distribute 100% of Net Cash Flow From Operations to the
members, other than Ridgewood, in accordance with the respective interests of
such members until such members have collectively received an amount equal to
the amount distributed to Ridgewood during the current fiscal year.

Fourth, the Company shall thereafter distribute any remaining balance of Net
Cash Flow From Operations 25% to Ridgewood and 75% to the remaining members, in
accordance with the respective interest of such members, until such time as
Ridgewood has received aggregate distributions equal to Ridgewood's Initial
Capital Contribution, as defined. At such time, the distribution percentages
shall be amended to 50% Ridgewood and 50% to the remaining members.

d.   Distributions of Net Cash Flow From Capital Events: The Company shall
     distribute Net Cash Flow From Capital Events, as defined, 50% to Ridgewood
     and 50% to the remaining members, in accordance with the respective
     interests of such members. Net Cash Flow from Capital Events is defined as
     any cash received from any source other than Net Cash Flow From Operations.

2. Summary of Significant Accounting Policies

Critical accounting policies and estimates
The preparation of financial statements requires the Company to make estimates
and judgements that affect the reported amounts of assets, liabilities, sales
and expenses, and related disclosure of contingent assets and liabilities. On an
on-going basis, the Company evaluates its estimates, including bad debts,
recoverable value of fixed assets, intangible assets and recordable liabilities
for litigation and other contingencies. The Company bases its estimates on
historical experience, current and expected conditions and various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgements about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.

New Accounting Standards and Disclosures
SFAS 141
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") 141, Business Combinations, which
eliminates the pooling-of-interest method of accounting for business
combinations and requires the use of the purchase method. In addition, SFAS 141
requires the reassessment of intangible assets to determine if they are
appropriately classified either separately or within goodwill. SFAS 141 is
effective for business combinations initiated after June 30, 2001. The Company
adopted SFAS 141 on July 1, 2001, with no material impact on the financial
statements.

SFAS 142
In June 2001, the FASB issued SFAS 142, Goodwill and Other Intangible Assets,
which eliminates the amortization of goodwill and other acquired intangible
assets with indefinite economic useful lives. SFAS 142 requires an annual
impairment test of goodwill and other intangible assets that are not subject to
amortization. The Company will adopt SFAS 142 effective January 1, 2002 and is
currently assessing the impact that this standard may have on the Company.

SFAS 143
In June 2001, the FASB issued SFAS 143, Accounting for Asset Retirement
Obligations, on the accounting for obligations associated with the retirement of
long-lived assets. SFAS 143 requires a liability to be recognized in the
financial statements for retirement obligations meeting specific criteria.
Measurement of the initial obligation is to approximate fair value, with an
equivalent amount recorded as an increase in the value of the capitalized asset.
The asset will be depreciated in accordance with normal depreciation policy and
the liability will be increased for the time value of money, with a charge to
the income statement, until the obligation is settled. SFAS 143 is effective for
fiscal years beginning after June 15, 2002. The Company will adopt SFAS 143
effective January 1, 2003 and is currently assessing the impact that this
standard may have on the Company.

SFAS 144
In August 2001, the FASB issued SFAS 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, which replaces SFAS 121, Accounting for the
Impairment of Long-lived Assets and for Long-Lived Assets to Be Disposed Of. For
long-lived assets to be held and used, SFAS 144 retains the requirements of SFAS
121 to (a) recognize an impairment loss only if the carrying amount is not
recoverable from undiscounted cash flows and (b) measure an impairment loss as
the difference between the carrying amount and fair value of the asset. For
long-lived assets to be disposed of, SFAS 144 establishes a single accounting
model based on the framework established in SFAS 121. The accounting model for
long-lived assets to be disposed of by sale applies to all long-lived assets,
including discontinued operations and replaces the provisions of APB Opinion No.
30, Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions, for the disposal of segments of a business. SFAS 144
also broadens the reporting of discontinued operations. The Company will adopt
SFAS 144 effective January 1, 2002 and is currently assessing the impact that
this standard may have on the Company.

Cash and cash equivalents
The Company considers all highly liquid investments with maturities when
purchased of three months or less as cash and cash equivalents.

Revenue recognition
Power generation revenue is recorded in the month of delivery, based on the
estimated volumes sold to customers at rates stipulated in the power sales
contract. Adjustments are made to reflect actual volumes delivered when the
actual volumetric information subsequently becomes available. Billings to
customers for power generation generally occurs during the month following
delivery. Final billings typically do not vary significantly from estimates.
Interest income is recorded when earned.

Inventories
Inventories, consisting of wood and propane, are stated at cost, with cost being
determined on the first-in, first-out method.

Impairment of Long-Lived Assets and Intangibles
In accordance with the provisions of SFAS No. 121, the Company evaluates
long-lived assets, such as fixed assets and specifically identifiable
intangibles, when events or changes in circumstances indicate that the carrying
value of such assets may not be recoverable. The determination of whether an
impairment has occurred is made by comparing the carrying value of an asset to
the estimated undiscounted cash flows attributable to that asset. If an
impairment has occurred, the impairment loss recognized is the amount by which
the carrying value exceeds the discounted cash flows attributable to the asset
or the estimated fair value of the asset.

Property, plant and equipment
Property, plant and equipment, consisting of land and machinery and equipment,
are stated at cost. Machinery and equipment, consists principally of electrical
generating equipment. Renewals and betterments that increase the useful lives of
the assets are capitalized. Repair and maintenance expenditures are expensed as
incurred.

Depreciation is recorded using the straight-line method over the estimated
useful life of the assets, ranging from 5 to 20 years with a weighted average of
19 and 20 years at December 31, 2001 and 2000, respectively. For the years ended
December 31, 2001, 2000 and 1999, the Company recorded depreciation expense of
$192,750, $171,489 and $171,489, respectively.

Intangible assets
Intangible assets are amortized over 5 to 20 years on a straight-line basis.
Intangible assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of the asset may not be
recoverable During each of the years ended December 31, 2001, 2000 and 1999, the
Company recorded amortization expense of $13,282.

Significant Customers
During 2001, the Company's three largest customers accounted for 75%, 23% and 2%
of total revenues. During 2000, the Company's three largest customers accounted
for 55%, 33% and 12% of total revenues. During 1999, the Company's three largest
customers accounted for 41%, 22% and 19% of total revenues.

Income taxes
No provision is made for income taxes in the accompanying financial statements
as the income or loss of the Company is passed through and included in the tax
returns of the members.

Reclassification
Certain items in previously issued financial statements have been reclassified
for comparative purposes.

3.       Notes Payable

Notes payable consist of the following at December 31, 2001 and 2000:

                                                          2001         2000
                                                       ---------    ---------
Note payable to IES (a member),
 due on demand with  interest at 5% ................   $2,900,500   $2,400,500

Note  payable to  Ridgewood  (a  member),
 due on demand with interest at 5% .................    2,900,500    2,400,500
                                                       ----------   ----------

                                                       $5,801,000   $4,801,000
                                                       ----------   ----------

4.       Operating Status

One project has temporarily suspended its operations. It is management's intent
not to operate the facility, except during periods of peak demand, until a
profitable power sales contract can be negotiated. Based on forecasts related to
the operation of the Facilities, management believes that the Company will be
able to recover the carrying value of its long-lived assets and meet its
financial obligations. The members intend to continue providing the necessary
financial support to the Company for the foreseeable future and to not demand
payment, within the next twelve months, of the notes payable discussed in Note
3. During the first quarter of 2002, Ridgewood and IES each contributed $650,000
to the Company.

5.       Related Party transactions

The Company is required to pay certain members a fee for management services of
$100,000 per year. Additional management fees of up to $200,000 per year may be
payable contingent upon achieving Ridgewood's Priority Return from Operations,
as defined. No contingent management fee has been accrued as of December 31,
2001 or 2000. Amounts of $300,000 and $200,000 for 2001 and 2000, respectively,
are recorded in management fee payable in the Balance Sheets.

Under an Operating Agreement with Ridgewood Electric Power Trust IV and
Ridgewood Electric Power Trust V ("the Trusts"), Ridgewood Power Management LLC
(formerly Ridgewood Power Management Corporation, "Ridgewood Management"), an
entity related to the managing shareholder of the Trusts through common
ownership, provides management, purchasing, engineering, planning and
administrative services to the Company. Ridgewood Management charges the Company
at its cost for these services and for the allocable amount of certain overhead
items. Allocations of costs are on the basis of identifiable direct costs, time
records or in proportion to amounts invested in projects managed by Ridgewood
Management. During the years ended December 31, 2001, 2000 and 1999, Ridgewood
Management charged the Company $205,120, $203,191 and $197,825, respectively,
for overhead items allocated in proportion to the amount invested in projects
managed. Ridgewood Management also charged the Company for all of the remaining
direct operating and non-operating expenses incurred during the periods

At December 31, 2001 and 2000, the Company had outstanding payables, totaling
$1,244,003 and $416,421, respectively, to the following affiliates. Such
outstanding payables are due upon demand and do not bear interest.

                                    For the Year Ended December 31,
                                    ------------------------------
                                      2001              2000
                                    --------          --------
Ridgewood Electric Power Trust IV   $402,436          $ 85,131
Ridgewood Electric Power Trust V     352,436            85,131
Ridgewood Management ............    184,328            75,964
IES .............................    304,803           170,195

6.       Fair Value of Financial Instruments

At December 31, 2001 and 2000, the carrying value of the Company's cash and cash
equivalents, accounts receivable and accounts payable and accrued expenses
approximates their fair value. Due to the nature of the Company's relationship
with IES and Ridgewood, the fair value of the notes payable is not determinable.

7.       Dispute with ISO

From June through December 1999, the Facilities periodically operated on
dispatch from ISO-New England, Inc. (the "ISO") and also submitted offers to the
ISO to run at high prices during power emergencies. The Facilities have claimed
the ISO owes them approximately $14 million for the electricity products they
provided in those periods and the ISO has claimed that no material revenues at
all are due to the projects. As a result, on October 24, 2000, the Company filed
a complaint against the ISO in the Superior Court of Delaware alleging, among
other things, that the ISO's actions resulted in a breach of an express or
implied contract, violated certain consumer protection laws and amounted to
fraud. The ISO removed the litigation to Federal District Court in Delaware. As
a result of various pre-trial motions filed by the parties, such litigation was
filed as a complaint by the Company before FERC. In April 2002, FERC ruled on
this complaint in favor of the ISO. The Company has not determined whether it
will appeal or otherwise contest the ruling by FERC.