**Exhibit10.(n)**

**EMPLOYMENTAGREEMENT**

THIS EMPLOYMENTAGREEMENT (the “Agreement”) is made and entered into as of August **17**, 2006, by and between J.L. HalseyCorporation, a Delaware corporation (together with its successors and assignspermitted hereunder, the “Company”), and Peter Biro (“Executive”).

**RECITALS**

WHEREAS, theCompany has offered to Executive, and Executive has agreed to accept, theposition of Vice President of Corporate Development and Planning; and

WHEREAS,Executive and the Company desire to set forth herein the terms of Executive’semployment with the Company, which employment shall be effective as of August17, 2006 (the “Effective Date”).

NOW, THEREFORE,in consideration of the promises and the mutual covenants and agreementscontained herein, the sufficiency of which is hereby acknowledged, the Companyand Executive agree as follows:

**AGREEMENTS:**

**1.             EmploymentPeriod**.  Subject to Section 3 or mutualwritten agreement between the Company and Executive, the Company hereby agreesto employ Executive, and Executive hereby agrees to be employed by the Company,in accordance with the terms and provisions of this Agreement, for the periodcommencing as of the Effective Date and ending on the fourth****anniversary of the Effective Date (the “Employment Period”).

**2.             Terms of Employment**.

(a)           Position and Duties.

(i)            During the Employment Period,Executive shall serve as Vice President of Corporate Development and Planning,and, in so doing, shall report to theChief Executive Officer (“CEO”), the President, or the Board ofDirectors (the “Board”). Executive agrees to perform whatever duties the CEO, President, or Board may assign to Executive from time totime, consistent with Executive’s position with the Company.  Executive shall have supervision and controlover, and responsibility for, such management and operational functions of theCompany as are usual and customary for such position, and shall have such otherpowers and duties as may from time to time be prescribed by the CEO, President, or Board.

(ii)           During the Employment Period, andexcluding any periods of vacation and sick leave to which Executive isentitled, Executive agrees to devote all of his business time to the businessand affairs of the Company and, to the extent necessary to discharge theresponsibilities assigned to Executive hereunder, to use Executive’s reasonablebest efforts to perform faithfully, effectively and efficiently suchresponsibilities.  During the EmploymentPeriod it shall not be a violation of this Agreement for Executive to (A) serveas an Adjunct Professor at the F.W. Olin Graduate School of Business at BabsonCollege, Babson

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Park,Massachusetts; (B)****serve as anadvisor on fundraising and corporate development efforts for Health ThroughFriendship, Inc. (d/b/a LiveHealthier, Inc.); (C) serve on corporate, civic orcharitable boards or committees; (D) deliver lectures or fulfill speakingengagements; and/or (E) manage personal investments, so long as such activitiesdo not materially interfere with the performance of Executive’sresponsibilities as an employee of the Company in accordance with thisAgreement.

(b)           Compensation.

(i)            Base Salary.  During the Employment Period, Executive shallreceive an annual base salary per calendar year of $190,000 (“Annual BaseSalary”), which shall be paid in accordance with the customary payrollpractices of the Company and shall be prorated for the year ending December 31,2006, and for any other partial year of service.  The Company may review and adjust Executive’sAnnual Base Salary.  The term Annual BaseSalary as utilized in this Agreement shall refer to Annual Base Salary as soadjusted.

(ii)           Annual Bonus Payments.  During the Employment Period, Executive shallreceive, in addition to the Annual Base Salary, such annual bonus payments asthe Board may specify (each an “Annual Bonus”); provided, however, that eachsuch Annual Bonus shall not be less than $15,000 (prorated for the year endingDecember 31, 2006, and for any other partial year of service).  Each Annual Bonus shall be paid in a lump sumon or before January 31 of the calendar year immediately following the calendaryear (or portion thereof) in which Executive earned such Annual Bonus.

(iii)           Incentive, Savings and RetirementPlans.  During the Employment Period,Executive shall be entitled to participate in all incentive, savings andretirement plans, practices, policies and programs of the Company applicablegenerally to similarly situated executive officers of the Company (“Investment Plans”).

(iv)          Medical, Dental and Vision Benefits.  During the Employment Period, Executive shallmonthly submit to the Company invoice(s) for monthly premiums incurred byExecutive for medical, prescription drug, dental, and or vision insurance forExecutive and/or Executive’s immediate family or dependents.  The Company shall, within a reasonable timeafter receipt of such invoice(s), reimburse Executive for such expenses notexceeding, in the aggregate, $1,200.00 per month (“Health Care Reimbursement”).

(v)           Other Welfare Benefits.  During the Employment Period, Executiveand/or Executive’s family or dependents, as the case may be, shall be eligiblefor participation in the Company’s short-term disability, long-term disability,salary continuance, employee life, group life, accidental death and travelaccident insurance plans or programs (collectively, the “Other Welfare Plans”) to the extent applicablegenerally to similarly situated executive officers of the Company.  

(vi)          Expenses.  During the Employment Period, Executive shallbe entitled to receive prompt reimbursement for all reasonable travel,entertainment and other business-related expenses incurred by Executivein accordance with the policies, practices and procedures of the Company.

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(vii)         Vacationand Holidays.  During the EmploymentPeriod, Executive shall be entitled to four (4) weeks of vacation during eachcalendar year (prorated for the year ending December 31, 2006, and any otherpartial year of service) and holidays in accordance with the policies of theCompany.

**3.             Termination of Employment**.

(a)           Death or Disability.  Executive’s employment shall terminateautomatically upon Executive’s death during the Employment Period.  If the Disability of Executive has occurredduring the Employment Period (pursuant to the definition of Disability setforth below), the Company may give to Executive written notice in accordancewith Section 11(b) of its intention to terminate Executive’semployment.  In such event, Executive’semployment with the Company shall terminate effective on the thirtieth (30th)day after receipt of such notice by Executive (the “DisabilityEffective Date”), provided,**that,within thirty (30) days after such receipt, Executive shall not have returnedto full-time performance of Executive’s duties. For purposes of this Agreement, “Disability”shall mean Executive’s inability to perform his duties and obligationshereunder for a period of ninety (90) consecutive days due to mental orphysical incapacity as determined by a physician selected by the Company or itsinsurers and acceptable to Executive or Executive’s legal representative (suchagreement as to acceptability not to be unreasonably delayed, conditioned orwithheld).

(b)           Termination by the Company forCause.  The Company may terminate theExecutive’s employment during the Employment Period for Cause.  For purposes of this Agreement, “Cause” shallmean: (i) the failure of Executive to perform his obligations and dutieshereunder to the satisfaction of the Company, which failure is not remediedwithin fifteen (15) days after receipt of written notice from the Company; (ii)commission by Executive of an act of fraud upon, or willful misconduct toward,the Company or any of its affiliates; (iii) a material breach by Executive of Section 6,Section 7 or Section 9, which in either case is notremedied within fifteen (15) days after receipt of written notice from Board orthe Company; (iv) the conviction of Executive of any felony (or a plea of nolocontenderethereto) or any crime involving moral turpitude; or (v) the failure ofExecutive to carry out, or comply with, in any material respect any directiveof the Board consistent with the terms of this Agreement, which is not remediedwithin fifteen (15) days after receipt of written notice from the Board or theCompany.  Any written notice from theBoard or the Company pursuant to this Section 3(b) shallspecifically identify the failure that it deems to constitute Cause.

(c)            Termination by Executive.

(i)            Executive’semployment may be terminated during the Employment Period by Executive for GoodReason or without Good Reason.  If Executive believes that an event constituting Good Reason has occurred, Executive must notify the Company of thatbelief within thirty (30) days of the occurrence of the event, whichnotice must set forth in writing the basis for that belief.  The Company will have thirty (30)days after receipt of such notice (the “Review Period”) in which toeither rectify such event to Executive’s reasonable satisfaction, determine that an event constituting GoodReason does not exist, or determine that an event constituting Good Reasonexists.  If the Company does nottake any of such actions within such the Review 

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Period, or the Company determines that Good Reasonexists within the Review Period, Executive may terminateExecutive’s employment for GoodReason within ten (10) days following the end of the Review Period bygiving written notice to the Company, which termination will be effectiveimmediately prior to the date the event constituting Good Reason occurred.  If Executive does not terminate Executive’s employment for Good Reason within ten (10) days following the end ofthe Review Period by giving written notice to the Company, Executive will waive the ability to terminate employmentfor Good Reason with regard to any events constituting or potentiallyconstituting Good Reason that occurred prior to the end of such ten (10) dayperiod, but not with respect to any event occurring after such ten (10) dayperiod that Executive believes to be an event constituting Good Reason.  If the Company determines that GoodReason does or does not exist, then the Company shall provide writtennotice of such determination to Executive by the later of five (5) daysafter the Company’s determination or the end of Review Period.  If the Company determines that GoodReason does not exist, then Executive shall not be entitled to rely on orassert such event as constituting Good Reason and Executive may submit the matter to arbitrationpursuant to Section 11(j) of this Agreement.  If, pursuant toarbitration, it is determined that Good Reason does exist then Executive may terminate Executive’s employment for Good Reason within ten(10) days following such determination by delivery of written notice tothe Company, which termination will be effective as of the date such notice isreceived by the Company.  If Executive does not terminate Executive’s employment for Good Reason within ten (10) days following the end ofthe arbitrator’s decision that Good Reason exists by giving written notice tothe Company, Executive will waivethe ability to terminate employment for Good Reason with regard to any eventsconstituting or potentially constituting Good Reason that occurred priorto the end of such ten (10) day period, but not with respect to any eventoccurring after such ten (10) day period that Executive believes to be an event constituting GoodReason.

(ii)           Forpurposes of this Agreement, “Good Reason” shall mean: (w) a materialreduction in the nature or scope of Executive’s responsibilities or authoritiesas set forth in Section 2(a)(i) that is not consented to or approved byExecutive; (x) any failure by the Company to comply in any material respectwith Section 2(b) that is not consented to or approved by Executive; (y)failure by the Company to comply with any other material term or provisionhereof; or (z) the relocation or transfer of Executive’s principal office to alocation more than 50 miles from the city of Boston, Massachusetts.

(d)            Date of Termination.  “Date of Termination”means (i) if Executive’s employment is terminated for any reason other thanExecutive’s death, the termination date set forth in the written notice to thateffect given by Executive to the Company or by the Company to Executive, as thecase may be (taking into account any notice or cure period required hereunder),and (ii) if Executive’s employment is terminated by reason of death orDisability, the date of death of Executive or the Disability Effective Date, asthe case may be.

**4.             Obligationsof the Company Upon Termination**.

(a)            Termination Because of Death orDisability, Cause, or Other than for Good Reason.  If Executive’s employment is terminated byreason of Executive’s death, 

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Disability,Cause, or by Executive other than for Good Reason during the Employment Period,the Company shall pay to Executive or his legal representatives within twenty(20) days after the Date of Termination (except as otherwise noted with respectto paragraphs (iv) and (v) below) (and the Company shall have no further obligationshereunder with respect to Executive):

(i)            Executive’s Annual Base Salary andAnnual Bonus accrued through the Date of Termination to the extent nottheretofore paid;

(ii)           Any unreimbursed business expenses;

(iii)          Any amount arising from Executive’sparticipation in, or benefits under, any Investment Plans (“AccruedInvestments”), which amounts shall be payable in accordance with the termsand conditions of such Investment Plans; and

(iv)          Any amounts to which Executive isentitled from Executive’s participation in, or benefits under, the Health CareReimbursement (collectively, “Accrued Welfare Benefits”), which amountsshall be payable in accordance with the terms and conditions with such plans orarrangements, and any amounts owed as a result of accrued vacation, whichamounts shall be payable in accordance with the policies of the Company.

(b)            Termination for Good Reason;Without Cause.  If the Company shallterminate Executive’s employment without Cause or Executive shall terminate hisemployment for Good Reason, the Company shall pay to Executive within twenty(20) days of the Date of Termination (except as otherwise noted with respect toparagraphs (iv), (v) and (vi)****below) (andthe Company shall have no further obligations hereunder with respect toExecutive):

(i)            Executive’s Annual Base Salary andAnnual Bonus accrued****through theDate of Termination to the extent not theretofore paid;

(ii)           Any unreimbursed business expenses;

(iii)          Any Accrued Investments, which amountsshall be payable in accordance with the terms and conditions of such InvestmentPlans;

(iv)          Any Accrued Welfare Benefits, whichamounts shall be payable in accordance with the terms and conditions of theapplicable plan or arrangement, and any amounts owed as a result of accrued vacation,which amounts shall be payable in accordance with the policies of the Company;and

(v)           The amount of Executive’s Annual BaseSalary as of the Date of Termination, which amount shall be paid in bi-weeklypayments, in accordance with the customary payroll practices of the Company,for the period from the Date of Termination through the first anniversary ofthe Date of Termination (such period, the “SeverancePeriod”) in accordance with the customary payroll practices forexecutive officers of the Company**; provided,however, that**Executive**shall be entitled to receive the amount payable pursuant to this**Section 4(b)(v)**only so long as**Executive**has not breached the provisions of**Section 6,******7****or****9**, atwhich time the Company’s payment obligations pursuant to this Section 4(b)(v)**shall immediately cease; provided further, however, that the amountpayable pursuant to this**Section

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4(b)(v)**shall be reduced by the amountof any compensation**Executive**receives with respect to any otheremployment of**Executive**by another person during the Severance Period. **Executive**shall promptly deliver written notice to theCompany of the commencement of any other employment during the SeverancePeriod.  Upon request from time to time,**Executive**shall furnish the Company with a true andcomplete certificate specifying any such compensation earned or received by**Executive**during the Severance Period.**

**5.             Full Settlement**.  Neither Executive nor the Company shall beliable to the other party for any damages in addition to the amounts payableunder Section 4 arising out of thetermination of Executive’s employment prior to the end of the EmploymentPeriod; provided*,*however,that the Company shall be entitled to seek damages for any breach of Section 6, Section 7,or Section 9 or for Executive’sfraudulent or criminal misconduct.

**6.             Confidential Information**.

(a)           Executive acknowledges that theCompany and its affiliates have trade, business and financial secrets and otherconfidential and proprietary information (collectively, the “Confidential Information”) and that during thecourse of Executive’s employment with the Company he has received, shallreceive or shall contribute to the Confidential Information.  Confidential Information includes technicalinformation, processes and compilations of information, records, specificationsand information concerning assets, and information regarding methods of doingbusiness.  As defined herein,Confidential Information shall not include (i) information that is publicly andgenerally known to other persons or entities who can obtain economic value fromits disclosure or use; provided,**that,such information has not been made publicly and generally known by Executive inviolation of this Agreement or, to the knowledge of Executive, by others in violationof comparable agreements, and (ii) information required to be disclosed byExecutive pursuant to a subpoena or court order, or pursuant to a requirementof a governmental agency or law of the United States of America or a statethereof or any governmental or political subdivision thereof; provided,**however, that Executive shall take allreasonable steps to prohibit disclosure pursuant to clause (ii) above.

(b)           During and following Executive’semployment by the Company, Executive agrees (i) to hold such ConfidentialInformation in confidence and (ii) not to release such information to anyperson (other than Company employees and other persons to whom the Company hasauthorized Executive to disclose such information and then only to the extentthat such Company employees and other persons authorized by the Company have aneed for such knowledge).  Executiveagrees to use reasonable efforts to give the Company notice of any and allattempts to compel disclosure of any Confidential Information, in such a mannerso as to provide the Company with written notice at least five (5) days beforedisclosure or within one (1) business day after Executive is informed that suchdisclosure is being or shall be compelled, whichever is earlier.  Such written notice shall include adescription of the information to be disclosed, the court, government agency,or other forum through which the disclosure is sought, and the date by whichthe information is to be disclosed, and shall contain a copy of the subpoena,order or other process used to compel disclosure.

(c)           Executive further agrees not to useany Confidential Information for the benefit of any person or entity other thanthe Company.

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**7.             Intellectual Property Rights;Surrender of Materials Upon Termination**.

(a)           In consideration of the Company’sagreement to employ Executive and the receipt by E Executive of theConfidential Information, Executive hereby assigns to the Company all hisrights, title and interest in all Intellectual Property (as defined below) thatExecutive makes or conceives, whether as a sole inventor or author or as ajoint inventor or author, whether made within or outside working hours or uponthe premises of the Company or elsewhere, as work for hire or otherwise, at anytime during his employment with the Company or its affiliates (including priorto the Effective Date).  “IntellectualProperty” means any information of a technical and/or business nature suchas ideas, discoveries, inventions, trade secrets, know-how, and writings andother works of authorship that relate in any manner to the actual oranticipated business or research and development of the Company and itsaffiliates.  During and subsequent toExecutive’s employment, upon the request and at the expense of the Company orits nominee and for no additional personal remuneration, Executive agrees toexecute any instrument that the Company considers necessary to secure ormaintain for the benefit of the Company adequate patent, copyright, trademarkand other property rights in the United States and all foreign countries withrespect to any Intellectual Property. Executive also agrees to assist the Company as required to draft saidinstruments and to obtain and enforce such rights.  Executive agrees to promptly disclose to theCompany any Intellectual Property when conceived or made by Executive, in wholeor in part, and to make and maintain adequate and current records thereof.

(b)           Executive agrees that allConfidential Information and other files, documents, materials, records,customer lists, business proposals, contracts, agreements and otherrepositories containing information concerning the Company or the business ofthe Company, in whatever form, tangible or intangible (including all copiesthereof), that Executive shall prepare, or use, or be provided with as a resultof his employment with the Company, shall be and remain the sole property ofthe Company.  Upon termination ofExecutive’s employment hereunder, Executive agrees that all ConfidentialInformation and other files, documents, materials, records, customer lists,business proposals, contracts, agreements and other repositories containinginformation concerning the Company or the business of the Company (includingall copies thereof) in Executive’s possession, custody or control, whetherprepared by Executive or others, shall remain with or be returned to theCompany promptly (within 24 hours) after the Date of Termination.  The materials required to be returnedpursuant to this Section 7 shall notinclude personal correspondence that does not relate to the Company or thebusiness of the Company.

**8.             Successors**.

(a)           This Agreement is personal toExecutive and without the prior written consent of the Company shall not beassignable by Executive. Notwithstanding, this Agreement shall become of advantage to the benefitof, and be enforceable by, Executive’s legal representatives.

(b)           This Agreement shall become ofadvantage to the benefit of, and be binding upon, the Company and itssuccessors and assigns.  Executive agreesthat the Company may assign this Agreement to any directly or indirectly ownedsubsidiary or affiliate of the 

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Company,in which event “Company” as used in thisAgreement shall thereafter mean such subsidiary or affiliate (except wherereference is made to benefit plans that are maintained by the Company, in whichevent the Company shall remain obligated with respect thereto under thisAgreement), and in connection with such assignment, such subsidiary shallexpressly assume this Agreement and the Company shall be released therefromexcept to the extent referenced above.

(c)           The Company will require anysuccessor (whether direct or indirect, by purchase, merger, consolidation orotherwise) to all or substantially all of the business and/or assets of theCompany to assume expressly and agree to perform this Agreement in the samemanner and to the same extent that the Company would be required to perform itif no such succession had taken place. As used in this Agreement, “Company”shall mean the Company as hereinbefore defined and any successor to itsbusiness and/or assets as aforesaid which assumes and agrees to perform thisAgreement by operation of law, or otherwise.

**9.            **Non-Competition; Non-Solicitation.

(a)           During his employment by the Company,including the Employment Period, Executive shall have access to and becomeacquainted with Confidential Information of the Company as described in Section 6.  Executive acknowledges and agrees that hisuse of Confidential Information in the conduct of business on behalf of acompetitor of the Company would constitute unfair competition with the Companyand would adversely affect the business goodwill of the Company.  Accordingly, as a material inducement to theCompany to enter into this Agreement; to protect the Company’s ConfidentialInformation that may be disclosed or entrusted to Executive (the disclosure ofwhich by Executive in violation of this Agreement would adversely affect thebusiness goodwill of the Company), the business goodwill of the Company thatmay be developed in Executive and the business opportunities that may bedisclosed or entrusted by the Company to Executive; in consideration for thecompensation and other benefits payable hereunder to Executive, for thebenefits to Executive of having access to Confidential Information during theEmployment Period (the disclosure of which by Executive in violation of thisAgreement would adversely affect the business goodwill of the Company); and forother good and valuable consideration, Executive hereby covenants and agreesthat, during the Term of Non-Competition, Executive shall not, directly orindirectly, individually or as an officer, director, manager, employee,shareholder, consultant, contractor, partner, member, joint venturer, agent,equity owner or in any capacity whatsoever:

(i)            own, engage in, manage, operate,join, control, be employed by, provide Competing Services to, or participate inthe ownership, management, operation or control of or provision of CompetingServices to, a Competing Business operating in the Geographic Area;

(ii)           recruit, hire, assist in hiring,attempt to hire, or contact or solicit with respect to hiring any person who,at any time during the twelve (12) month period ending on the Date ofTermination, was an employee of the Company or its affiliates;

(iii)          induce or attempt to induce anyemployee of the Company or its affiliates to terminate, or in any way interferewith, the relationship between such parties and any employee thereof; or

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(iv)          induce or attempt to induce any customer,client, supplier, service provider, or other business relation of the Companyor its affiliates in the Geographic Area to cease doing business with suchparties, or in any way interfere with the relationship between such parties andany such person.

Notwithstandingthe foregoing, the Company agrees that Executive may own less than five percent(5%) of the outstanding voting securities of any publicly traded company thatis a Competing Business so long as Executive does not otherwise participate insuch competing business in any way prohibited by this Section 9.

(b)           Executive acknowledges that thegeographic boundaries, scope of prohibited activities, and time duration of thepreceding paragraphs in this Section 9 (including the defined termsfor “Competing Business,” “Competing Services,” “GeographicArea,” and “Term of Non-Competition” set forth in Section 9(c))are reasonable in nature and are no broader than are necessary to maintain thegoodwill of the Company and the confidentiality of its Confidential Informationand to protect the goodwill and other legitimate business interests of theCompany, and also that the enforcement of such covenants would not causeExecutive any undue hardship or unreasonably interfere with Executive’s abilityto earn a livelihood.  If Executiveviolates the covenants and restrictions in this Section 9 and theCompany brings legal action for injunctive or other equitable relief, Executiveagrees that the Company shall not be deprived of the benefit of the full periodof the restrictive covenant, as a result of the time involved in obtaining suchrelief.  Accordingly, Executive agreesthat the provisions in this Section 9 shall have a durationdetermined pursuant to Section 9(a), computed from the date thelegal or equitable relief is granted.

(c)           As used in this Agreement:

(i)            “Competing Business” meansany service or product of any person or organization other than the Company orits affiliates in existence or then under development, that competes directlywith any service or product of the Company or its affiliates.  Competing Business includes, but is notlimited to, any enterprise engaged, directly or indirectly, in the developmentor marketing of web site analytics tools or in the software and services fore-mail marketing and publishing, e-mail filtering or spam prevention.

(ii)           “Competing Services” meansservices that, if provided to a business other than a Competing Business, wouldconstitute the conduct of a Competing Business.

(iii)          “Geographic Area” means the United States of America and the UnitedKingdom of Great Britain and Northern Ireland.

(iv)          “Term of Non-Competition” meansthe period of time beginning on the date hereof and continuing until one yearafter the Date of Termination.

(d)           If any court or arbitrator determinesthat any portion of this Section 9 is invalid or unenforceable, theremainder of this Section 9 shall not thereby be affected and shallbe given full effect without regard to the invalid or unenforceableprovisions.  If any court or arbitratorconstrues any of the provisions of this Section 9 to be invalid orunenforceable because 

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ofthe duration or scope of such provision, such court or arbitrator shall berequired to reduce the duration or scope of such provision, to the minimumextent necessary so as to be enforceable, and to enforce such provision as soreduced.

(e)   In order to obtain the benefit of thenon-competition agreement herein, the Company shall pay Executive his salaryhereunder and Executive’s options shall continue to vest for the one yearperiod of non-competition.  The Companycan decide to waive the non-competition clause and then not pay theconsideration set forth in this subsection (e).

**10.           Non-Disparagement**.  Executive agrees to refrain from engaging inany conduct, or making any comments or statements, during the Employment Periodand thereafter, that have the purpose or effect of harming the reputation orgoodwill of the Company or its affiliates.

**11.           Miscellaneous**.

(a)            Construction.  This Agreement shall be governed by andconstrued in accordance with the laws of the State of Delaware without reference to principles of conflict oflaws.  The captions of this Agreement arenot part of the provisions hereof and shall have no force or effect.  Whenever the terms “hereof”, “hereby”, “herein”,or words of similar import are used in this Agreement they shall be construedas referring to this Agreement in its entirety rather than to a particularsection or provision, unless the context specifically indicates to thecontrary.  Any reference to a particular “Section”or “paragraph” shall be construed as referring to the indicated section orparagraph of this Agreement unless the context indicates to the contrary.  The use of the term “including” herein shallbe construed as meaning “including without limitation.”  This Agreement may not be amended or modifiedotherwise than by a written agreement executed by the parties hereto or theirrespective successors and legal representatives.

(b)            Notices.  All notices and other communicationshereunder shall be in writing and shall be given by hand delivery to the otherparty or by registered or certified mail, return receipt requested, postageprepaid, addressed as follows:

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| If to Executive:   |       | Peter Biro  131 Overbrook Drive  Wellesley, MA 02482  Tel: (781) 235-4141  Fax: (781) 207-6580                                                                                   |
|--------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |       |                                                                                                                                                                             |
| If to the Company: | ** ** | **J. L. Halsey Corporation  103 Foulk Road, Suite 205-Q  Wilmington, Delaware 19803  Attention: David Burt  Tel: (978) 689-0333  Telecopier: (978) 945-5992**                    |
|               |       |                                                                                                                                                                             |
| With a copy to:    |       | Vinson & Elkins L.L.P.  3700 Trammell Crow Center  2001 Ross Avenue  Dallas, Texas 75201  Attention: Michael B. Mayes, Esq.  Tel: (214) 220-7837  Telecopier: (214) 999-7837 |
|               |       |                                                                                                                                                                             |

 

or to such other address aseither party shall have furnished to the other in writing in accordanceherewith.  Notice and communicationsshall be effective when actually received by the addressee.

(c)            Severability.  If any provision of this Agreement is held tobe illegal, invalid or unenforceable under present or future laws effectiveduring the term of this Agreement, such provision shall be fully severable;this Agreement shall be construed and enforced as if such illegal, invalid orunenforceable provision had never comprised a portion of this Agreement; andthe remaining provisions of this Agreement shall remain in full force andeffect and shall not be affected by the illegal, invalid or unenforceableprovision or by its severance from this Agreement.  Furthermore, in lieu of such illegal, invalidor unenforceable provision there shall be added automatically as part of thisAgreement a provision as similar in terms to such illegal, invalid orunenforceable provision as may be possible and be legal, valid and enforceable.

(d)            Withholding.  The Company may withhold from any amountspayable under this Agreement such Federal, state or local taxes as shall berequired to be withheld pursuant to any applicable law or regulation.

(e)           Nonqualified Deferred CompensationRules.  It is intended that any amountspayable under this Agreement and the Company’s and the Executive’s exercise ofauthority or discretion hereunder shall comply with the limitations orrequirements of section 409A of the Internal Revenue Code of 1986, as amended,and the regulations promulgated 

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thereunder(the “Nonqualified Deferred Compensation Rules”) so as not to subjectExecutive to the payment of interest and tax penalty which may be imposed underthe Nonqualified Deferred Compensation Rules. In furtherance of this interest, to the extent that any regulations orother guidance issued under the Nonqualified Deferred Compensation Rules wouldresult in the Executive being subject to payment of interest and tax penaltyunder Nonqualified Deferred Compensation Rules, the parties agree at therequest of Executive to amend this Agreement in order to bring this Agreementinto compliance with Nonqualified Deferred Compensation Rules.  In the event this Agreement fails to satisfythe Nonqualified Deferred Compensation Rules, then this Agreement may bemodified by the Board, in its sole discretion exercised in its reasonablediscretion, to the limited extent necessary to satisfy the NonqualifiedDeferred Compensation Rules without the consent of the Executive, including,but not limited to, the delay of any amount payable hereunder; provided,however, that neither the Company nor the members of the Board shall be liablefor any act, omission or determination taken or made with respect to thisAgreement and/or the Nonqualified Deferred Compensation Rules including any actor omission that results in unfavorable tax consequences to the Executive.  No interest will be owed or payable to theExecutive on account of the delay of any amount payable under this Agreementdelayed on account of the Nonqualified Deferred Compensation Rules.

(f)             No Waiver.  Executive’s or the Company’s failure toinsist upon strict compliance with any provision of this Agreement or thefailure to assert any right Executive or the Company may have hereunder,including, without limitation, the right of Executive to terminate employmentfor Good Reason, shall not be deemed to be a waiver of such provision or rightor any other provision or right of this Agreement.

(g)            Equitable and Other Relief.  Executive acknowledges that money damageswould be both incalculable and an insufficient remedy for a breach of Section 6, Section 7,Section 9 or Section 10by Executive and that any such breach would cause the Company irreparableharm.  Accordingly, the Company, inaddition to any other remedies at law or in equity it may have, shall beentitled, without the requirement of posting of bond or other security, toequitable relief, including injunctive relief and specific performance, inconnection with a breach of Section 6, Section 7,Section 9or Section 10 by Executive.

(h)            Entire Agreement.  The provisions of this Agreement constitutethe complete understanding and agreement between the parties with respect tothe subject matter hereof, and supersede all prior and contemporaneous oral andwritten agreements, representations and understandings of the parties, whichare hereby terminated.  Executive and theCompany acknowledge and represent that there are no other promises, terms,conditions or representations (oral or written) regarding any matter relevanthereto.

(i)             Counterparts.  This Agreement may be executed in two or morecounterparts.

(j)             Arbitration.

(i)            In the event any dispute orcontroversy arises under this Agreement and is not resolved by mutual writtenagreement between Executive and the Company within 30 days after notice of thedispute is first given, then Executive and the 

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Companywill mutually select an arbitrator and submit such dispute or controversy toarbitration by such arbitrator; provided, however, if the Companyand Executive have not mutually selected an arbitrator within 90 days afternotice of the dispute is first given, or if Executive and the Company decide atany earlier date not to mutually select an arbitrator, then, upon the writtenrequest of Executive or the Company, such dispute or controversy shall besubmitted to arbitration by an arbitrator to be selected by the AmericanArbitration Association (“AAA”).  The arbitration will be conducted inaccordance with the Rules for Resolution of Employment Disputes of theAAA.  Judgment may be entered thereon andthe results of the arbitration will be binding and conclusive on the partieshereto.  Any arbitrator’s award orfinding or any judgment or verdict thereon will be final and unappealable.  All parties agree that venue for arbitrationwill be in 84 Beacon Street, Boston MA 02108, or such other place as may beagreed upon in writing at the time by the parties and that any arbitrationcommenced in any other venue will be transferred to 84 Beacon Street, Boston MA02108, upon the written request of any party to this Agreement.  All arbitrations will have one individualacting as arbitrator.  Any arbitratorselected will not be affiliated, associated or related to either Executive ofthe Company in any matter whatsoever. The decision of the arbitrator will be binding on all parties.  The prevailing party in the arbitration (asdetermined by the arbitrator) shall be reimbursed, by the other party, itsreasonable attorneys fees, costs and other expenses pertaining to any sucharbitration and enforcement.

(ii)           THE ARBITRATOR SHALL HAVE NOAUTHORITY TO AWARD PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES (WHETHER IT BEEXEMPLARY DAMAGES, TREBLE DAMAGES, OR ANY OTHER PENALTY OR PUNITIVE TYPE OFDAMAGES).  REGARDLESS OF WHETHER SUCHDAMAGES MAY BE AVAILABLE UNDER DELAWARE LAW, EMPLOYEE AND THE COMPANY EACHHEREBY WAIVE THE RIGHT, IF ANY, TO RECOVER PUNITIVE DAMAGES IN CONNECTION WITHANY CLAIMS.  EMPLOYEE AND THE COMPANYACKNOWLEDGE THAT BY SIGNING THIS AGREEMENT EMPLOYEE AND THE COMPANY ARE WAIVINGANY RIGHT THAT EMPLOYEE OR THE COMPANY MAY HAVE TO A JURY TRIAL.

(k)            Termination.  A terminationof Executive’s employment shall not terminate any provision of this Agreement.

(l)             Amendments.  This Agreement may not be amended or modifiedat any time except by a written instrument executed by the Company andExecutive.

(m)           Executive Acknowledgment.  Executive acknowledges that he has read andunderstands this Agreement, is fully aware of its legal effect, has not actedin reliance upon any representations or promises made by the Company other thanthose contained in writing herein, and has entered into this Agreement freelybased on his own judgment.

[SIGNATUREPAGE FOLLOWS]

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IN WITNESSWHEREOF, Executive has hereunto set Executive’s hand and the Company has causedthis Agreement to be executed in its name on its behalf, all as of the day andyear first above written.
|        | EXECUTIVE:     |
|--------|----------------|
|   |           |   |   |
|   | /s/ Peter Biro |
|   |           |   |   |
|   | COMPANY:       |
|   |           |   |   |
|   | J.L. Halsey    |
|   |           |   |   |
|   | By:            |   | /s/ David R. Burt |
|   | Name:          |   | David R. Burt |
|   | Title:         |   | C.E.O |

 

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