**Exhibit 10.(l)**

**EMPLOYMENTAGREEMENT**

THIS EMPLOYMENTAGREEMENT  (the “Agreement”) ismade 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, Executiveand the Company desire to set forth herein the terms of Executive’s employmentwith the Company, which employment shall be effective as of August 17, 2006(the “Effective Date”).

NOW THEREFORE, in considerationof the promises and the mutual covenants and agreements contained herein, thesufficiency of which is hereby acknowledged, the Company and Executive agree asfollows:

**AGREEMENTS**:

**1.**                                      **Employment Period**. Subject to Section3 or mutual written agreement between the Company and Executive, theCompany hereby agrees to employ Executive, and Executive hereby agrees to beemployed by the Company, in accordance with the terms and provisions of thisAgreement, for the period commencing as of the Effective Date and ending on thefourth anniversary of the Effective Date (the “Employment Period”).

**2.****                                      Termsof Employment.**

(a)                                  Positionand Duties.

(i)                                     Duringthe Employment Period, Executive shall serve as Vice President of CorporateDevelopment and Planning, and, in so doing, shall report to the Chief ExecutiveOfficer (“CEO”), the President, or the Board of Directors (the “Board”).Executive agrees to perform whatever duties the CEO, President, or Board mayassign to Executive from time to time, consistent with Executive’s positionwith the Company. Executive shall have supervision and control over, andresponsibility for, such management and operational functions of the Company asare usual and customary for such position, and shall have such other powers andduties as may from time to time be prescribed by the CEO, President, or Board.

(ii)                                  Duringthe Employment Period, and excluding any periods of vacation and sick leave towhich Executive is entitled, Executive agrees to devote all of his businesstime to the business and affairs of the Company and, to the extent necessary todischarge the responsibilities assigned to Executive hereunder, to useExecutive’s reasonable best efforts to perform faithfully, effectively andefficiently such responsibilities. During the Employment Period it shall not bea violation of this Agreement for Executive to (A) serve as an AdjunctProfessor at the F.W. Olin Graduate School of Business at Babson College,Babson

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Park, Massachusetts; (B)serve as an advisor on fundraising and corporate development efforts for HealthThrough Friendship, Inc. (d/b/a Live Healthier, Inc.); (C) serve on corporate,civic or charitable boards or committees; (D) deliver lectures or fulfillspeaking engagements; and/or (E) manage personal investments, so long as suchactivities do not materially interfere with the performance of Executive’sresponsibilities as an employee of the Company in accordance with thisAgreement.

(b)                                 Compensation.

(i)                                     BaseSalary. During the Employment Period, Executive shall receive an annualbase salary per calendar year of $190,000 (“Annual Base Salary”), whichshall be paid in accordance with the customary payroll practices of the Companyand shall be prorated for the year ending December 31, 2006, and for any otherpartial year of service. The Company may review and adjust Executive’s AnnualBase Salary. The term Annual Base Salary as utilized in this Agreement shall referto Annual Base Salary as so adjusted.

(ii)                                  AnnualBonus Payments. During the Employment Period, Executive shall receive, inaddition to the Annual Base Salary, such annual bonus payments as the Board mayspecify (each an “Annual Bonus”); provided, however, that each such AnnualBonus shall not be less than $15,000 (prorated for the year ending December 31,2006, and for any other partial year of service). Each Annual Bonus shall bepaid in a lump sum on or before January 31 of the calendar year immediatelyfollowing the calendar year (or portion thereof) in which Executive earned suchAnnual Bonus.

(iii)                               Incentive,Savings and Retirement Plans. During the Employment Period, Executive shallbe entitled to participate in all incentive, savings and retirement plans,practices, policies and programs of the Company applicable generally to similarlysituated 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 the monthly premiums incurred byExecutive for medical, prescription drug, dental, and/or vision insurance for Executiveand/or Executive’s immediate family or dependents. The Company shall, within areasonable time after receipt of such invoice(s), reimburse Executive for suchexpenses not exceeding, in the aggregate, $1,200.00 per month (“Health CareReimbursement”).

(v)                                 OtherWelfare Benefits. During the Employment Period, Executive and/or Executive’sfamily or dependents, as the case may be, shall be eligible for participationin the Company’s short-term disability, long-term disability, salarycontinuance, employee life, group life, accidental death and travel accidentinsurance plans or programs (collectively, the “Other Welfare Plans”) tothe extent applicable generally to similarly situated executive officers of theCompany.

(vi)                              Expenses.During the Employment Period, Executive shall be entitled to receive promptreimbursement for all reasonable travel, entertainment and otherbusiness-related expenses incurred by Executive in accordance with thepolicies, practices and procedures of the Company.

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(vii)                           Vacationsand Holidays. During the Employment Period, Executive shall be entitled tofour (4) weeks of vacation during each calendar year (prorated for the yearending December 31, 2006, and any other partial year of service) and holidaysin accordance with the policies of the Company.

**3.****                                      Terminationof Employment.**

(a)                                  Deathor Disability. Executive’s employment shall terminate automatically uponExecutive’s death during the Employment Period. If the Disability of Executivehas occurred during the Employment Period (pursuant to the definition ofDisability set forth below), the Company may give to Executive written noticein accordance with Section 11(b) of its intention to terminate Executive’semployment. In such event, Executive’s employment with the Company shallterminate effective on the thirtieth (30th) day after receipt of such notice byExecutive (the “Disability Effective Date”), provided, that, withinthirty (30) days after such receipt, Executive shall not have returned tofull-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)                                 Terminationby the Company for Cause. The Company may terminate the Executive’semployment during the Employment Period for Cause. For purposes of thisAgreement, “Cause” shall mean: (i) the failure of Executive to perform hisobligations and duties hereunder to the satisfaction of the Company, whichfailure is not remedied within fifteen (15) days after receipt of writtennotice 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) amaterial breach by Executive of Section 6, Section 7 or Section9, which in either case is not remedied within fifteen (15) days afterreceipt of written notice from Board or the Company; (iv) the conviction ofExecutive of any felony (or a plea of nolocontendere thereto) orany crime involving moral turpitude; or (v) the failure of Executive to carryout, or comply with, in any material respect any directive of the Boardconsistent with the terms of this Agreement, which is not remedied withinfifteen (15) days after receipt of written notice from the Board or the Company.Any written notice from the Board or the Company pursuant to this Section3(b) shall specifically identify the failure that it deems to constituteCause.

(c)                                  Terminationby 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 constitutingGood Reason has occurred, Executive must notify the Company of that beliefwithin thirty (30) days of the occurrence of the event, which notice must setforth 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, determinethat an event constituting Good Reason does not exist, or determine that anevent constituting Good Reason exists. If the Company does not take any of suchactions within such the Review

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Disability, Cause, or byExecutive other than for Good Reason during the Employment Period, the Companyshall pay to Executive or his legal representatives within twenty (20) daysafter the Date of Termination (except as otherwise noted with respect toparagraphs (iv) and (v) below) (and the Company shall have no furtherobligations hereunder with respect to Executive):

(i)                                      Executive’sAnnual Base Salary and Annual Bonus accrued through the Date of Termination tothe extent no theretofore paid;

(ii)                                   Anyunreimbursed business expenses;

(iii)                                Anyamount arising from Executive’s participation in, or benefits under, any InvestmentPlans (“Accrued Investments”), which amounts shall be payable inaccordance with the terms and conditions of such Investment Plans; and

(iv)                               Anyamounts to which Executive is entitled from Executive’s participation in, orbenefits under, the Health Care Reimbursement (collectively, “AccruedWelfare Benefits”), which amounts shall be payable in accordance with theterms and conditions with such plans or arrangements, and any amounts owed as aresult of accrued vacation, which amounts shall be payable in accordance withthe policies of the Company.

(b)                                 Terminationfor Good Reason; Without Cause. If the Company shall terminate Executive’semployment without Cause or Executive shall terminate his employment for GoodReason, the Company shall pay to Executive within twenty (20) days of the dateof Termination (except as otherwise noted with respect to paragraphs (iv), (v)and (vi) below) (and their Company shall have no further obligations hereunderwith respect to Executive):

(i)                                      Executive’sAnnual Base Salary and Annual Bonus accrued through the Date of Termination tothe extent not theretofore paid;

(ii)                                   Anyunreimbursed business expenses;

(iii)                                AnyAccrued Investments, which amounts shall be payable in accordance with theterms and conditions of such Investment Plans;

(iv)                               AnyAccrued Welfare Benefits, which amounts shall be payable in accordance with theterms and conditions of the applicable plan or arrangement, and any amountsowed as a result of accrued vacation, which amounts shall be payable in accordancewith the policies of the Company; and

(v)                                  Theamount of Executive’s Annual Base Salary as of the Date of Termination, whichamount shall be paid in bi-weekly payments, in accordance with the customarypayroll practices of the Company, for the period from the Date of Terminationthrough the first anniversary of the Date of Termination (such period, the “SeverancePeriod”) in accordance with the customary payroll practices for executiveofficers of the Company; provided, however, that Executive shall be entitled toreceive the amount payable pursuant to this Section 4(b)(v) only so longas Executive has not breached the provisions of Section 6, 7 or 9, atwhich time the Company’s payment obligations pursuant to this Section4(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 amount of any compensation Executive receives withrespect to any other employment of Executive by another person during theSeverance Period. Executive shall promptly deliver written notice to theCompany of the commencement of any other employment during the Severance Period.Upon request from time to time, Executive shall furnish the Company with a trueand complete certificate specifying any such compensation earned or received byExecutive during the Severance Period.

**5.****                                      FullSettlement**. Neither Executive nor the Company shall be liable to theother party for any damages in addition to the amounts payable under Section4 arising out of the termination of Executive’s employment prior to the endof the Employment Period; provided, however, that the Company shall be entitledto seek damages for any breach of Section 6, Section 7, or Section9 or for Executive’s fraudulent or criminal misconduct.

**6.****                                      ConfidentialInformation.**

(a)                                  Executiveacknowledges that the Company and its affiliates have trade, business andfinancial secrets and other confidential and proprietary information(collectively, the “Confidential Information”) and that during the courseor Executive’s employment with the Company he has received, shall receive orshall contribute to the Confidential Information. Confidential Informationincludes technical information, processes and compilations of information,records, specifications and information concerning assets, and information regardingmethods of doing business. As defined herein, Confidential Information shallnot include (i) information that is publicly and generally known to otherpersons or entities who can obtain economic value from its disclosure or use;provided, that, such information has not been made publicly and generally knownby Executive in violation of this Agreement or, to the knowledge of Executive,by others in violation of comparable agreements, and (ii) information requiredto be disclosed by Executive pursuant to a subpoena or court order, or pursuantto a requirement of a governmental agency or law of the United States ofAmerica or a state thereof or any governmental or political subdivisionthereof; provided, however, that Executive shall take allreasonable steps to prohibit disclosure pursuant to clause (ii) above.

(b)                                 Duringand following Executive’s employment by the Company, Executive agrees (i) tohold such Confidential Information in confidence and (ii) not to release suchinformation to any person (other than Company employees and other persons towhom the Company has authorized Executive to disclose such information and thenonly to the extent that such Company employees and other persons authorized bythe Company have a need for such knowledge). Executive agrees to use reasonableefforts to give the Company notice of any and all attempts to compel disclosureof any Confidential Information, in such a manner so as to provide the Companywith written notice at least five (5) days before disclosure or within one (1)business day after Executive is informed that such disclosure is being or shallbe 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 he disclosed, and shall contain a copy of the subpoena,order or other process used to compel disclosure.

(c)                                  Executivefurther agrees not to use any Confidential Information for the benefit of anyperson or entity other than the Company.

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**7.****                                      IntellectualProperty Rights; Surrender of Materials Upon Termination.**

(a)                                  Inconsideration of the Company’s agreement to employ Executive and the receipt byExecutive of the Confidential Information, Executive hereby assigns to theCompany all his rights, title and interest in all Intellectual Property (asdefined below) that Executive makes or conceives, whether as a sole inventor orauthor or as a joint inventor or author, whether made within or outside workinghours or upon the premises of the Company or elsewhere, as work for hire orotherwise, at any time during his employment with the Company or its affiliates(including prior to the Effective Date). “Intellectual Property” meansany information of a technical and/or business nature such as ideas,discoveries, inventions, trade secrets, know-how, and writings and other worksof authorship that relate in any manner to the actual or anticipated businessor research and development of the Company and its affiliates. During andsubsequent to Executive’s employment, upon the request and at the expense ofthe Company or its nominee and for no additional personal remuneration,Executive agrees to execute any instrument that the Company considers necessaryto secure or maintain for the benefit of the Company adequate patent,copyright, trademark and other property rights in the United States and allforeign countries with respect to any Intellectual Property. Executive also agreesto assist the Company as required to draft said instruments and to obtain and enforcesuch rights. Executive agrees to promptly disclose to the Company any IntellectualProperty when conceived or made by Executive, in whole or in part, and to makeand maintain adequate and current records thereof.

(b)                                 Executiveagrees that all Confidential 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 of theCompany. Upon termination of Executive’s employment hereunder, Executive agreesthat all Confidential 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 (including all copies thereof) in Executive’s possession, custodyor control, whether prepared by Executive or others, shall remain with or bereturned to the Company promptly (within 24 hours) after the Date ofTermination. The materials required to be returned pursuant to this Section7 shall not include personal correspondence that does not relate to theCompany or the business of the Company.

**8.****                                      Successors.**

(a)                                  ThisAgreement is personal to Executive and without the prior written consent of theCompany shall not be assignable by Executive. Notwithstanding, this Agreementshall become of advantage to the benefit of, and be enforceable by, Executive’slegal representatives.

(b)                                 ThisAgreement shall become of advantage to the benefit of, and be binding upon, theCompany and its successors and assigns. Executive agrees that the Company mayassign this Agreement to any directly or indirectly owned subsidiary oraffiliate of the

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Company, in which event “Company”as used in this Agreement shall thereafter mean such subsidiary or affiliate(except where reference is made to benefit plans that are maintained by theCompany, in which event the Company shall remain obligated with respect theretounder this Agreement, and in connection with such assignment, such subsidiaryshall expressly assume this Agreement and the Company shall be releasedtherefrom except to the extent referenced above.

(c)                                  TheCompany will require any successor (whether direct or indirect, by purchase,merger, consolidation or otherwise) to all or substantially all of the businessan/or assets of the Company to assume expressly and agree to perform thisAgreement in the same manner and to the same extent that the Company would berequired to perform it if no such succession had taken place. As used in thisAgreement, “Company” shall mean the Company as hereinbefore defined andany successor to its business and/or assets as aforesaid which assumes andagrees to perform this Agreement by operation of law, or otherwise.

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

(a)                                  Duringhis employment by the Company, including the Employment Period, Executive shallhave access to and become acquainted with Confidential Information of theCompany as described in Section 6. Executive acknowledges and agreesthat his use of Confidential Information in the conduct of business on behalfof a competitor of the Company would constitute unfair competition with theCompany and would adversely affect the business goodwill of the Company.Accordingly, as a material inducement to the Company to enter into thisAgreement; to protect the Company’s Confidential Information that may bedisclosed or entrusted to Executive (the disclosure of which by Executive inviolation of this Agreement would adversely affect the business goodwill of theCompany), the business goodwill of the Company that may be developed inExecutive and the business opportunities that may be disclosed or entrusted bythe Company to Executive; in consideration for the compensation and otherbenefits payable hereunder to Executive, for the benefits to Executive ofhaving access to Confidential Information during the Employment Period (thedisclosure of which by Executive in violation of this Agreement would adverselyaffect the business goodwill of the Company); and for other good and valuableconsideration, Executive hereby covenants and agrees that, during the Term ofNon-Competition, Executive shall not, directly or indirectly, individually oras an officer, director, manager, employee, shareholder, consultant,contractor, partner, member, joint venturer, agent, equity owner or in anycapacity whatsoever:

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

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

(iii)                               induceor attempt to induce any employee of the Company or its affiliates toterminate, or in any way interfere with, the relationship between such partiesand any employee thereof; or

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of the duration or scopeof such provision, such court or arbitrator shall be required to reduce theduration or scope of such provision, to the minimum extent necessary so as tobe enforceable, and to enforce such provision as so reduced.

(c)                                  Inorder to obtain the benefit of the non-competition agreement herein, theCompany shall pay Executive his salary hereunder and Executive’s options shallcontinue to vest for the one year period of non-competition. The Company candecide to waive the non-competition clause and then not pay the considerationset 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 and construed in accordance with the lawsof the State of Delaware without reference to principles of conflict of laws.The captions of this Agreement are not part of the provisions hereof and shallhave no force or effect. Whenever the terms “hereof”, “hereby”, “herein”, orwords of similar import are used in this Agreement they shall be construed asreferring to this Agreement in its entirety rather than to a particular sectionor provision, unless the context specifically indicates to the contrary. Anyreference to a particular “Section” or “paragraph” shall be construed asreferring to the indicated section or paragraph of this Agreement unless thecontext indicates to the contrary. The use of the term “including” herein shallbe construed as meaning “including without limitation.” This Agreement may notbe amended or modified otherwise than by a written agreement executed by theparties hereto or their respective successors and legal representatives.

(b)                                 Notices.All notices and other communications hereunder shall be in writing and shall begiven by hand delivery to the other party or by registered or certified mail,return receipt requested, postage prepaid, 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 addressas either party shall have furnished to the other in writing in accordanceherewith. Notice and communications shall be effective when actually receivedby the addressee.

(c)                                  Severability.If any provision of this Agreement is held to be illegal, invalid orunenforceable under present or future laws effective during the term of thisAgreement, such provision shall be fully severable;  this Agreement shall be construed andenforced as if such illegal, invalid or unenforceable provision had nevercomprised a portion of this Agreement; and the remaining provisions of thisAgreement shall remain in full force and effect and shall not be affected bythe illegal, invalid or unenforceable provision or by its severance from thisAgreement. Furthermore, in lieu of such illegal, invalid or unenforceableprovision there shall be added automatically as part of this Agreement aprovision as similar in terms to such illegal, invalid or unenforceableprovision as may be possible and be legal, valid and enforceable.

(d)                                 Withholding.The Company may withhold from any amounts payable under this Agreement suchFederal, state or local taxes as shall be required to be withheld pursuant toany applicable law or regulation.

(e)                                  NonqualifiedDeferred Compensation Rules. It is intended that any amounts payable underthis Agreement and the Company’s and the Executive’s exercise of authority ordiscretion hereunder shall comply with the limitations or requirements ofsection 409A of the internal Revenue Code of 1986, as amended, and theregulations promulgated

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thereunder (the “NonqualifiedDeferred Compensation Rules”) so as not to subject Executive to the paymentof interest and tax penalty which may be imposed under the NonqualifiedDeferred Compensation Rules. In furtherance of this interest, to the extentthat any regulations or other guidance issued under the Nonqualified DeferredCompensation Rules would result in the Executive being subject to payment ofinterest and tax penalty under Nonqualified Deferred Compensation Rules, theparties agree at the request of Executive to amend this Agreement in order tobring this Agreement into compliance with Nonqualified Deferred CompensationRules. In the event this Agreement fails to satisfy the Nonqualified DeferredCompensation Rules, then this Agreement may be modified by the Board, in itssole discretion exercised in its reasonable discretion, to the limited extentnecessary to satisfy the Nonqualified Deferred Compensation Rules without theconsent of the Executive, including, but not limited to, the delay of anyamount payable hereunder; provided, however, that neither the Company nor themembers of the Board shall be liable for any act, omission or determinationtaken or made with respect to this Agreement and/or the Nonqualified DeferredCompensation Rules including any act or omission that results in unfavorabletax consequences to the Executive. No interest will be owed or payable to theExecutive on account of the delay of any amount payable under this Agreement delayedon account of the Nonqualified Deferred Compensation Rules.

(f)                                    NoWaiver. Executive’s or the Company’s failure to insist upon strictcompliance with any provision of this Agreement or the failure to assert anyright Executive or the Company may have hereunder, including, withoutlimitation, the right of Executive to terminate employment for Good Reason,shall not be deemed to be a waiver of such provision or right or any otherprovision or right of this Agreement.

(g)                                 Equitableand Other Relief. Executive acknowledges that money damages would be bothincalculable and an insufficient remedy for a breach of Section 6, Section7, Section 9 or Section 10 by Executive and that any suchbreach would cause the Company irreparable harm. 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)                                 EntireAgreement. The provisions of this Agreement constitute the completeunderstanding and agreement between the parties with respect to the subjectmatter hereof, and supersede all prior and contemporaneous oral and writtenagreements, representations and understandings of the parties, which are herebyterminated. Executive and the Company acknowledge and represent that there areno other promises, terms, conditions or representations (oral or written)regarding any matter relevant hereto.

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

(j)                                     Arbitration.

(i)                                     Inthe event any dispute or controversy arises under this Agreement and is notresolved by mutual written agreement between Executive and the Company within30 days after notice of the dispute is first given, then Executive and the

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Company will mutuallyselect an arbitrator and submit such dispute or controversy to arbitration bysuch arbitrator; provided, however, if the Company and Executivehave not mutually selected an arbitrator within 90 days after notice of thedispute is first given, or if Executive and the Company decide at any earlierdate not to mutually select an arbitrator, then, upon the written request ofExecutive or the Company, such dispute or controversy shall be submitted toarbitration by an arbitrator to be selected by the American ArbitrationAssociation (“AAA”).  Thearbitration will be conducted in accordance with the Rules for Resolution ofEmployment Disputes of the AAA. Judgment may be entered thereon and the resultsof the arbitration will be binding and conclusive on the parties hereto. Anyarbitrator’s award or finding or any judgment or verdict thereon will be finaland unappealable. All parties agree that venue for arbitration will be in 84 BeaconStreet, Boston MA 02108, or such other place as may be agreed upon in writingat the time by the parties and that any arbitration commenced in any othervenue will be transferred to 84 Beacon Street, Boston MA 02108, upon thewritten request of any party to this Agreement. All arbitrations will have oneindividual acting as arbitrator. Any arbitrator selected will not beaffiliated, associated or related to either Executive of the Company in anymatter whatsoever. The decision of the arbitrator will be binding on allparties. The prevailing party in the arbitration (as determined by thearbitrator) shall be reimbursed, by the other party, its reasonable attorneysfees, costs and other expenses pertaining to any such arbitration andenforcement.

(ii)                                  THEARBITRATOR SHALL HAVE NO AUTHORITY TO AWARD PUNITIVE DAMAGES UNDER ANYCIRCUMSTANCES (WHETHER IT BE EXEMPLARY DAMAGES, TREBLE DAMAGES, OR ANY OTHERPENALTY OR PUNITIVE TYPE OF DAMAGES). REGARDLESS OF WHETHER SUCH DAMAGES MAY BEAVAILABLE UNDER DELAWARE LAW, EMPLOYEE AND THE COMPANY EACH HEREBY WAIVE THERIGHT, IF ANY, TO RECOVER PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIMS.EMPLOYEE AND THE COMPANY ACKNOWLEDGE THAT BY SIGNING THIS AGREEMENT EMPLOYEEAND THE COMPANY ARE WAIVING ANY RIGHT THAT EMPLOYEE OR THE COMPANY MAY HAVE TOA JURY TRIAL.

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

(l)                                     Amendments.This Agreement may not be amended or modified at any time except by a writteninstrument executed by the Company and Executive.

(m)                               ExecutiveAcknowledgment. Executive acknowledges that he has read and understandsthis Agreement, is fully aware of its legal effect, has not acted in relianceupon any representations or promises made by the Company other than thosecontained in writing herein, and has entered into this Agreement freely basedon his own judgment.

[SIGNATURE PAGEFOLLOWS]

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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     |
|   | Peter Biro              |
|   |                    |
|   |                    |
|   | COMPANY:                |
|   |                    |
|   | J.L. Halsey Corporation |
|   |                    |
|   |                    |
|   | By:                     | /s/ David R. Burt |
|   | Name:                   | David R. Burt |
|   | Title:                  | President, Chief Executive Officer, Secretary and  Treasurer |

 

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