IN RE ENRON CORP

ARTHUR GONZALEZ, Bankruptcy Judge

Casella Waste Systems, Inc. ("Casella") and Enron Corp. ("EC"), Enron North America Corp. ("ENA") and Garden State Paper Company, LLC ("GSP") (collectively, "Enron"), each individually a "Party" and collectively the "Parties", by and through their respective undersigned counsel, hereby agree and stipulate as follows:

WHEREAS, commencing on December 2, 2001, and periodically thereafter, EC and certain of its direct and indirect subsidiaries, including ENA and GSP (collectively, the "Debtors"), each filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Cases"); and

WHEREAS, on or about April 16, 2002, Casella filed proof of claim number 1775 in the amount of $2,501,625.00 against ENA and the other Debtors ("Original Proof of Claim");

WHEREAS, on or about September 11, 2003, Casella amended the Original Proof of Claim by filing proof of claim number 24221 in the amount of $1,462,500.00 against EC, ENA and GSP (the "Proof of Claim"), in accordance with that Notice of Settlement between Casella, ENA and U.S. GreenFiber LLC, filed in this Court on August 4, 2003;

WHEREAS, Enron disputes the amounts claimed in the Proof of Claim and filed an objection thereto on September 10, 2004 in this Court.

NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES, BY AND THROUGH THEIR RESPECTIVE COUNSEL, AS FOLLOWS:

1. The Proof of Claim shall be allowed as general unsecured claim against GSP in the amount of $768,768.50. Any portion of the Proof of Claim against EC or ENA shall be expunged.

2. Casella represents that (i) the Claimant of the Proof of Claim was the record holder of the Proof of Claim as of November 29, 2004 and has not transferred, assigned or conveyed any or all of its interest in the Proof of Claim since that date; and (ii) the Claimant of the Proof of Claim has not been compensated in any way by any other person or entity for services performed, goods supplied or damages suffered and claimed (or eligible for claim) under the Proof of Claim nor has it received payment of any of the Proof of Claim claim amount (or any additional amounts eligible for claim) from any other person or entity.

3. Casella and Enron agree that this Stipulation and Order is the entire understanding of the Parties and is intended to be the complete and exclusive statement of the terms thereof and may not be modified or amended except by a writing signed by all the Parties hereto, which shall be so ordered by the Court.

4. This Stipulation and Order is expressly subject to and contingent upon its approval by the Bankruptcy Court. If this Stipulation and Order, or any portion hereof, is not approved by the Bankruptcy Court or if it is overturned or modified on appeal, this Stipulation and Order shall be of no further force and effect, and, in such event, neither this Stipulation and Order nor any negotiations and writings in connection with this Stipulation and Order shall in any way be construed as or deemed to be evidence of or an admission on behalf of any Party hereto regarding any claim or right that such Party may have against any other Party hereto, or otherwise.

5. This Stipulation and Order may be executed in one or more counterparts and by facsimile, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to all Parties, and the Bankruptcy Court has entered the Stipulation and Order on the docket of the Bankruptcy Court (the date on which all of such conditions have been satisfied being the " Effective Date").

SO ORDERED.