AMENDED AND RESTATED

                         GAS SALE AND PURCHASE AGREEMENT



         This AMENDED AND RESTATED GAS SALE AND PURCHASE AGREEMENT (the

"Agreement") is made and entered into as of this ____ day of June, 2001 and is

by and between GSF ENERGY L.L.C., a Delaware limited liability company

("Seller") and RIDGEWOOD POWER MANAGEMENT, LLC, a New Jersey limited liability

company ("Ridgewood"), acting on behalf of and as agent for BREA POWER PARTNERS,

L.P., a Delaware limited partnership ("Brea") and RIDGEWOOD OLINDA, LLC, a New

Jersey limited liability company ("Olinda") (collectively referred to as the

"Buyer"). Seller and Buyer shall be referred to herein as a "Party" and

collectively as the "Parties").



                                    RECITALS



         WHEREAS, Brea is the owner of a 5 MW electric generating facility and

related equipment (the "Brea Facility") located on a municipal solid waste

landfill owned by the County of Orange, California (the "Landfill"); and



         WHEREAS, pursuant to a certain "Amended and Restated Gas Lease

Agreement" dated December 14, 1993, by and between Seller and the County of

Orange, Seller has certain rights to extract, process and sell landfill gas from

the Landfill; and



         WHEREAS, Seller and Brea entered into a "Gas Sale and Purchase

Agreement" dated November 29, 1994, as subsequently amended by that certain

Amendment to Transaction Documents dated May 31, 1997 (as amended, the "Original

Agreement"), pursuant to which Brea would purchase from Seller certain

quantities of landfill gas in order to operate the Brea Facility; and



         WHEREAS, Olinda has decided to expand the electric generating

capabilities at the Landfill by installing and operating a 2.5 MW electric

generating facility at the Landfill (the "Olinda Facility"), which facility may

be expanded in the future; and



         WHEREAS, Olinda desires to purchase from Seller and Seller desires to

sell to Olinda certain quantities of landfill gas necessary to run the Olinda

Facility and any future expansions of the Olinda Facility; and



         WHEREAS, Ridgewood, as agent for Brea and Olinda, and Seller desire to

amend and restate the terms of the Original Agreement to purchase from Seller

all of the landfill gas extracted and processed by Seller, all upon the terms

and conditions hereof.



         NOW, THEREFORE, the Parties hereto agrees as follows:



                                 ARTICLE I: TERM



1.1 Term.  This Agreement shall be effective from the Effective Date and, unless

terminated  earlier as provided herein,  shall continue and remain in full force

and effect until December 31, 2018. Thereafter,  the terms of this Agreement may

be extended at the Buyer's option, on a year-to-year  basis. Buyer shall provide

written  notice to Seller of its  intention  to  extend  this  Agreement  for an

additional  year no  later  than 90 days  prior  to the  expiration  of the then

current term.



                             ARTICLE II: DEFINITIONS



2.1 Definitions.  As used in this Agreement,  the following terms shall have the

meanings  ascribed to them (such  meaning to be equally  applicable  to both the

singular and plural forms of the terms defined);



(a) "Affiliate"  means, with respect to any Person, any other Person directly or

indirectly  controlling  or  controlled  by or under  direct or indirect  common

control with such specified Person.  For purposes of this definition,  "control"

(including,  with correlative meanings, the terms "controlling," "controlled by"

and "under common control with"), as used with respect to any Person, shall mean

the  possession,  directly  or  indirectly,  of the power to direct or cause the

direction  of the  management  or policies of such Person,  whether  through the

ownership of voting securities, by agreement or otherwise"



(b) "Assignment" shall have the meaning set forth in Section 14.1.



(c) "Btu"  means  one (1)  British  thermal  unit,  which is the  amount of heat

required  to raise the  temperature  of one (1) pound of water  from  fifty-nine

degrees Fahrenheit (59(0)F) to sixty degrees Fahrenheit (60(0)F).



(d) "Brea  Facility"  means the 5 MW landfill gas electric  generating  facility

located at the  Landfill  and owned by Brea,  as such  facility  may be expanded

pursuant to the terms hereof.



(e) "Business Day" shall have the meaning set forth in Section 7.3.



(f) "Buyer's Facilities" means the Brea Facility and the Olinda Facility.



(g) "Buyer's Taxes" shall have the meaning set forth in Section 3.4.



(h) "Claims" shall have the meaning set forth in Section 4.5.



(i) "Contract  Year" means a calendar year,  except with respect to the Contract

Year  beginning  with the  Effective  Date,  which year shall  commence  on such

Effective Date and shall end on the following December 31.



(j) "Day or "day"  shall mean a period of  twenty-four  (24)  consecutive  hours

beginning and ending at 8:00 am Pacific Prevailing Time ("PPT").



(k)  "Delivery  Point(s)"  has the meaning  assigned to that term in Section 4.1

hereof.



(l)  "Effective  Date"  shall  mean the day that the Olinda  Facility  commences

commercial  operation.  For purposes of this  definition,  commercial  operation

shall mean that the Olinda Facility is capable of generating electric energy.



(m)  "Environmental  Claim" means claims,  demands,  administrative  or judicial

proceedings,  notices of noncompliance  or violation,  consent orders or consent

agreements (i) relating to the Landfill or Seller's  Facilities,  the operations

or  activities  thereon or the use or occupancy  thereof,  (ii)  relating to the

Buyer's  Facilities  and the  operations  or  activities  thereon  or the use or

occupancy thereof, and (iii) arising out of any (A) past or present violation of

any  applicable  Environmental  Law,  (B)  action by a  Governmental  Entity for

enforcement, clean-up, removal, response or remedial action or damages, pursuant

to any Environmental  Law, or (C)  compensation,  or injunctive relief resulting

from  injuries to persons or property  due to  Hazardous  Substances  or alleged

violation of any Environmental Law.



(n)  "Environmental  Laws"  means  any  applicable  federal,   state,  or  local

governmental law, statute,  rule,  regulation,  order,  consent decree,  decree,

judgment, license, covenant, deed restriction, ordinance or other requirement or

standard  relating to  pollution  or the  regulation  or  protection  of health,

safety,  natural  resources or the environment,  including  without  limitation,

those  relating to releases,  discharges,  emissions,  injections,  leachings or

disposal of Hazardous  Substances or hazardous  materials  into the air,  water,

land, or groundwater,  or to the use,  handling,  treatment,  removal,  storage,

disposal,  processing,   distribution,  transport  or  management  of  Hazardous

Substances.



(o)  "Flare  Facilities"  means the  flares and all  related  equipment  used in

connection  with the  flares,  including  those  existing as of the date of this

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