CONTRIBUTION AGREEMENT

Exhibit 10.1

CONTRIBUTION AGREEMENT

This CONTRIBUTION AGREEMENT (the “ Agreement ”) is dated as of November 17, 2008 by and among RIDGEWOOD OLINDA, LLC,   a Delaware limited liability company (“ Olinda ”), RIDGEWOOD ELECTRIC POWER TRUST III,   a Delaware business trust (“ Trust III ”), RIDGEWOOD ELECTRIC POWER TRUST IV,   a Delaware business trust (“ Trust IV ”), RIDGEWOOD POWER B FUND/PROVIDENCE EXPANSION, a Delaware business trust (“ B Fund ” and together with Olinda, Trust III and Trust IV, the “ Contributing Parties ”), RIDGEWOOD PROVIDENCE POWER CORPORATION,   a Delaware corporation (“ RPPC ”), RHODE ISLAND GAS MANAGEMENT LLC, a Delaware limited liability company (“ RIGM ”), RIDGEWOOD MANAGEMENT CORPORATION, a Delaware corporation (“ RMC ”), RHODE ISLAND LFG GENCO, LLC, a Delaware limited liability company (“ RILG ”), and RIDGEWOOD RENEWABLE POWER LLC, a Delaware limited liability company, as managing shareholder of Trust III, Trust IV and B Fund (the “Managing Shareholder”).  Olinda, Trust III, Trust IV, B Fund, RPPC, RIGM, RMC, RILG and the Managing Shareholder may be referred to herein collectively as the “ Parties ” and individually as a “ Party .”

WHEREAS, Trust III owns 35.33% of the limited partnership interest, Trust IV owns 63.67% of the limited partnership interest and RPPC owns 1% of the general partnership interest (collectively, the “ RPPP Interests ”) in Ridgewood Providence Power Partners, L.P.,   a Delaware limited partnership (“ RPPP ”), which owns an electric generating facility at the Central Landfill in Johnston, Rhode Island (the “ Landfill ”);

WHEREAS, Trust III owns 35.7% of the stock and Trust IV owns 64.3% of the stock in RPPC (the “ RPPC Interests ”);

WHEREAS, Olinda owns 15% of the membership interest and B Fund owns 85% of the membership interest (collectively, the “ RRIG Interests ”) in Ridgewood Rhode Island Generation LLC, a Delaware limited liability company (“ RRIG ”), which owns an electric generating facility at the Landfill;

WHEREAS, Trust III owns 35.7% of the membership interest and Trust IV owns 64.3% of the membership interest in RIGM (the “ RIGM Interests ” and collectively with the RPPP Interests, RPPC Interests and RRIG Interests, the “ Interests ”), and RIGM owns 100% of the membership interests in Ridgewood Gas Services LLC (“ RGS ”) which collects, meters and delivers all landfill gas collected in the gas collection systems at the Landfill; and

WHEREAS, in order to facilitate the potential development of new and additional uses of the landfill gas at the Landfill (including the potential development of new electric generating facilities at the Landfill), the Parties wish to consolidate the ownership of the Interests in RILG; and

WHEREAS, in order to effect that consolidation of the Interests in RILG, Olinda, Trust III, Trust IV and B Fund, each wish to contribute their Interests to RILG in exchange for an allocable membership interest in RILG;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows:

1.            Contribution of Interests .

(a)           Trust III and Trust IV, pursuant to the Transfer and Assignment of Interests attached hereto as Exhibit B and the Stock Powers attached hereto as Exhibit C, shall transfer, convey and assign to RILG each of Trust III's and Trust IV’s right, title and interest, however evidenced or possessed, in and to their respective RPPP Interests, RPPC Interests and RIGM Interests, including without limitation all of their rights in, to and under the Amended and Restated Agreement of Limited Partnership of Ridgewood Providence Power Partners, L.P., dated as of April 1, 1996 (the “ Limited Partnership Agreement ”) and the Limited Liability Company Agreement of Rhode Island Gas Management LLC dated as of March 4, 2002 (the “ RIGM LLC Agreement ”), in exchange for the membership and economic interests in RILG  in Exhibit A.

(b)           Olinda and B Fund, pursuant to the Transfer and Assignment of Interests attached hereto as Exhibit D, shall transfer, convey and assign to RILG each of Olinda's and B Fund’s right, title and interest, however evidenced or possessed, in and to their respective RRIG Interests, including without limitation all of their rights in, to and under the Amended and Restated Limited Liability Company Agreement of Ridgewood Rhode Island Generation LLC dated as of January 1, 2005 (the “ RRIG LLC Agreement ”), in exchange for the membership and economic interests in RILG in Exhibit A.

2.            Assumption .

(a)           RILG, pursuant to the Transfer and Assignment of Interests attached hereto as Exhibit B, shall acknowledge and accept the contribution of the RPPP Interests and RIGM Interests and shall assume all Trust III’s and Trust IV’s obligations and liabilities arising from or related to the RPPP Interests and RIGM Interests arising or accruing from and after the date hereof, including without limitation those obligations and liabilities arising under the Limited Partnership Agreement and the RIGM LLC Agreement, and will become the sole limited partner of RPPP and the sole member of RIGM.

(b)           RILG, pursuant to the Stock Powers attached hereto as Exhibit C, shall acknowledge and accept the contribution of the RPPC Interests and shall assume all Trust III’s and Trust IV’s obligations and liabilities arising from or related to the RPPC Interests arising or accruing from and after the Effective Date, and will become the sole shareholder of RPPC.

(c)           RILG, pursuant to the Transfer and Assignment of Interests attached hereto as Exhibit C, shall acknowledge and accept the contribution of the RRIG Interests, and shall assume all Olinda’s and B Fund’s obligations and liabilities arising from or related to the RRIG Interests arising or accruing from and after the date hereof, including without limitation those obligations and liabilities arising under the RRIG LLC Agreement, and will become the sole member of RRIG.

3.            Amendments .

(a)           RILG agrees that Exhibit A in each of the RRIG LLC Agreement and the Limited Partnership Agreement shall be amended as of the date hereof to reflect the transfer of the RRIG Interests and the RPPP Interests from Olinda, Trust III, Trust IV and B Fund to RILG.

(b)            RILG agrees that Exhibit A of the Limited Liability Company Agreement of Ridgewood Gas Services LLC dated as of June 18, 2001 shall be amended, effective as of the merger of RIGM with and into RILG, as described in Section 5 herein, to reflect the merger of RIGM with and into RILG and the transfer of RIGM’s membership interests in RGS to RILG.

4.           Waiver .

(a)           Each of Trust III, Trust IV and RPPC agrees to waive Sections 9 and 18 of the Amended and Restated Agreement of Limited Partnership of Ridgewood Providence Power Partners, L.P., dated as of April 1, 1996 and each of Trust III and Trust IV shall be permitted to transfer their RPPP Interests to RILG, pursuant to the Transfer and Assignment of Interests attached hereto as Exhibit B, without such transfer resulting in the dissolution of RPPP.

(b)           Each of Trust III, Trust IV and RMC agrees to waive Sections 8.01 and 8.05 of the Limited Liability Company Agreement of Rhode Island Gas Management LLC dated as of March 4, 2002 in order to permit the transfer and assumption of the RIGM Interests pursuant to the Transfer and Assignment of Interests attached hereto as Exhibit B.

5.            Merger of RIGM .  RIGM shall merge with and into RILG on or promptly after the transfer of the RIGM Interests to RILG, and all of RIGM’s membership interests in RGS, its wholly-owned subsidiary, shall be transferred to RILG in accordance with the Agreement and Plan of Merger attached hereto as Exhibit E.

6.            Addition of New Members and Partners .

(a)           Each of the Parties agrees, to the extent required, to the addition of RILG as a Member or Limited Partner, as appropriate, in RPPP, RRIG, RIGM and, upon the merger of RIGM into RILG, RGS.

(b)           RMC, as Manager of RIGM, hereby agrees that RILG has satisfied all conditions of its admission pursuant to Sections 2.02 and 8.02 of the RIGM LLC Agreement.

7.            Allocation of Expenses .

(a)           The Parties agree that all expenses incurred, and any expenses previously paid, by any of them or by the Managing Shareholder related to the transactions described in this Agreement, including but not limited to investment banking fees, expert and advisor fees, accountants’ fees, legal fees and shareholder solicitation expenses, shall be allocated to and paid or reimbursed by the Contributing Parties according to the percentages set forth in Exhibit A.

(b)           The Managing Shareholder is hereby authorized to allocate among the Contributing Parties such other obligations related to the transactions described in this Agreement as shall be necessary or appropriate in its sole discretion but in good faith.  The Managing Shareholder’s determination shall be binding on the Parties in the absence of manifest error.  The Managing Shareholder shall allocate such obligations among the Contributing Parties according to the percentages set forth in Exhibit A unless the Managing Shareholder determines the facts and circumstances dictate otherwise in its reasonable determination.

8.            Entire Agreement .  This Agreement and the Exhibits attached hereto set forth the entire understanding of the Parties and supersede any and all prior agreements, arrangements, and understandings relating to the subject matter hereof.  No representation, promise, inducement, or statement of intent has been made by any party which is not embodied in this Agreement or the Exhibits attached hereto, and no party shall be bound by or liable for any alleged representation, promise, inducement, or statement of intention not embodied herein.

9.            Governing Law .  This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to its conflict of law principles.

10.          Further Assurances .  At any time and from time to time after the date hereof, at the reasonable request of a Party, the other Parties shall execute and deliver such agreements, certificates, undertakings, documents and instruments, to make such filings and registrations and to take such further action as the Parties reasonably deem useful or required to accomplish the purposes of this Agreement.

11.          Miscellaneous .  This Agreement shall not be amended or modified except by a writing signed by all parties hereto.  It may be executed in one or more counterpart copies, each of which shall be deemed an original, but all of which shall constitute the same instrument.  Section headings used in this Agreement are for convenience only and shall not affect the construction of this Agreement.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed on their behalf as of the date first set forth above.