Exhibit
10.1


AGREEMENT
AND WAIVER


This Agreement and
Waiver (the “Agreement”) is entered into as of June 8, 2007, by and among J. L. Halsey Corporation, a
Delaware corporation (“Halsey”), Commodore Resources (Nevada), Inc., a Nevada
corporation (“Commodore”), ClickTracks Analytics, Inc., a California
corporation (“ClickTracks”), Lyris Technologies, Inc. (“Lyris”), John Marshall
(“Marshall”) and Lisa Deverse (“Deverse” and together with Marshall, “Stockholders”
and each a “Stockholder”).


RECITALS


WHEREAS, Halsey,
Commodore, ClickTracks, Marshall and Deverse each are parties, along with
certain others, to that certain Agreement and Plan of Merger, dated as of
August 16, 2006 (the “Merger Agreement”), pursuant to which, among other
things, Halsey Acquisition California, Inc., a California corporation (“Merger
Subsidiary”), was merged with and into ClickTracks (the “Merger”) with
ClickTracks continuing as the surviving corporation in the Merger and becoming
an indirect wholly-owned subsidiary of Halsey;


WHEREAS, Section
2.8 of the Merger Agreement provides that the Securityholders (as defined in
the Merger Agreement) may become entitled to receive payment of an Initial
Future Payment Amount and a Final Future Payment Amount (in each case as
defined in the Merger Agreement) on November 15, 2007, and November 14, 2008,
respectively, in the event ClickTracks achieves certain identified future
revenue targets;


WHEREAS, in
connection with the Merger Agreement, ClickTracks and Halsey also entered into
that certain Retention Bonus Plan, effective August 18, 2006 (the “Retention
Bonus Plan”), whereby certain employees identified on Appendix A to the
Retention Bonus Plan (the “Participants”) may become entitled to receive bonus
payments if and when the Initial Future Payment Amount and the Final Future
Payment Amount are paid in accordance with the terms of the Merger Agreement;


WHEREAS, pursuant
to Section 9.1 of the Merger Agreement, Marshall, as representative of the
Securityholders (the “Representative”), is authorized and empowered to, among
other things, execute amendments and waivers of the Merger Agreement and to
waive or refrain from enforcing any right of the Securityholders under the
Merger Agreement;


WHEREAS, also in
connection with the Merger Agreement, Marshall and ClickTracks entered into
that certain employment agreement, dated as of August 16, 2006, which was
amended and restated as of April 2007 (as so amended and restated, the “Employment
Agreement”); and


WHEREAS, the
parties entered into an Agreement and Waiver as of March 13, 2007, in order to
(i) make certain acknowledgements with respect to ClickTracks’ inability to
meet the revenue target with respect to the Initial Payment Amount, (ii) waive
certain provisions of the Merger Agreement and (iii) authorize certain other
actions to be taken by ClickTracks and Lyris that might have an effect on the
rights of (a) the Securityholders under the Merger Agreement, 



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(b) the Participants
under the Bonus Retention Plan and (c) Marshall under the Employment Agreement.


WHEREAS, Marshall
has chosen to resign and terminate his employment, and in connection therewith
the parties now desire to enter into this Agreement in order to, among other
things, waive certain provisions of the Merger Agreement and the Employment
Agreement and provide for the purchase by Halsey of an aggregate of 2,226,006
shares of common stock, par value $0.01 per share, of Halsey (the “Halsey
Common Stock”) owned by one or both Stockholders (the “Shares”).


NOW, THEREFORE, in
consideration of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, in reliance upon the
mutual covenants and agreements hereinafter set forth and subject to the terms
and conditions herein contained, the parties hereto agree as follows:


AGREEMENTS


1.            Certain Agreements by the Parties.  The parties hereto agree and acknowledge that
the Final Future Payment Amount will not be earned and neither ClickTracks,
Halsey, nor any of their respective affiliates shall have any obligation to
make any payment to the Securityholders with respect to the Final Future
Payment Amount.  Because the Final Future
Payment Amount will not be paid, no portion of the Final Bonus will be earned
or ever become payable to any Participant.


2.            Certain
Agreements by Marshall. 
Marshall hereby resigns his employment effective June 23, 2007 (the “Effective
Time”) and agrees and acknowledges that his resignation is (i) neither a
termination by Marshall for “Good Reason,” or a termination by Lyris “without
Cause,” as each of those terms are defined under the Employment Agreement and
(ii) does not trigger, or constitute a reason for Marshall to declare or demand
as Representative, the payment of Accelerated Liabilities under Section 2.8(i)
of the Merger Agreement.  Marshall shall
make himself available to Halsey and its affiliates to consult at a rate of
$200 per hour during the remainder of calendar year 2007.  The parties acknowledge that Marshall
contemplates providing online marketing consulting services which shall not be
deemed to be a “Competing Service” nor a “Competing Business,” as each of those
terms are defined under the Employment Agreement.


3.            Marshall’s Waivers and Releases.


(a)           Marshall, on behalf of himself and as
Representative, hereby waives any and all rights he and the Securityholders may
have, individually and collectively, to enforce the provisions in the Merger
Agreement with respect to the payment of the Final Future Payment Amount and
irrevocably and unconditionally releases, acquits and forever discharges
Halsey, Commodore, ClickTracks and each of their respective successors,
assigns, officers, directors, employees, parent companies, subsidiaries and
other affiliates, and legal representatives, of and from any and all Final Future
Payment Amount Released Claims (as hereinafter defined).  As used herein, “Final Future Payment Amount
Released Claims” shall mean any and all charges, complaints, claims, causes of
action, promises, agreements, rights to payment, rights to any 



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equitable remedy, rights
to any equitable subordination, demands, debts, liabilities, express or implied
contracts, obligations of payment or performance, rights of offset or
recoupment, accounts, damages, costs, losses or expenses (including attorneys’
and other professional fees and expenses) held by Marshall or the
Securityholders, whether known or unknown, matured or unmatured, suspected or
unsuspected, liquidated or unliquidated, absolute or contingent, direct or
derivative arising out of, based upon, resulting from or relating to
ClickTracks’ failure to achieve the revenue target for, or any non-payment of,
the Final Future Payment Amount.


(b)           Marshall hereby generally releases
and forever discharges the Company Parties (as hereinafter defined) from any
and all Claims (as hereinafter defined), known or unknown, of any kind and
every nature whatsoever, and whether or not accrued or matured, which any of
them may have, arising out of or relating to any transaction, dealing,
relationship, conduct, act or omission, or any other matters or things
occurring or existing at any time prior to and including the Effective time
(including but not limited to any Claims against any of the Company Parties
based on, relating to or arising under wrongful discharge, retaliation, breach
of contract (whether oral or written), tort, defamation, slander, breach of
privacy, violation of public policy, negligence, promissory estoppel, Title VII
of the Civil Rights Act of 1964, The Age Discrimination in Employment Act, The
Americans with Disabilities Act, the Director Retirement Income Security Act of
1974, or any other federal, state or local law relating to employment (or
unemployment), the payment of wages, salary or other compensation, civil or
human rights, or discrimination in employment (based on age or any other
factor)) in all cases arising out of or relating to Marshall’s employment by
Lyris, ClickTracks or any affiliate thereof or Marshall’s services as an
officer or employee of Lyris, ClickTracks or any affiliate thereof, or otherwise
relating to the termination of such employment or services; provided, however,
that this release will not limit or release Marshall’s entitlement, if any, to
any earned but unpaid salary, or accrued benefits, under the Employment
Agreement.  As used in this Section 3(b),
Section 3(c) and Section 4, (i) “Company Parties” means any party to this
Agreement other than the Stockholders and any of their respective predecessors,
successors, assigns, parents, subsidiaries and affiliates and each of the foregoing
entities’ respective past, present and future stockholders, members, partners,
managers, directors, officers, employees, agents, representatives, principals,
insurers, attorneys, employee benefit programs (and the trustees,
administrators, fiduciaries and insurers of such programs), any person acting
by, through, under or in concert with any of the foregoing entities, and (ii) “Claims”
means any and all claims, complaints, charges, demands, liabilities, suits,
damages, losses, expenses, attorneys’ fees, obligations or causes of action.


(c)           Marshall hereby covenants forever not
to assert, file, prosecute, commence or institute (or sponsor or purposely
facilitate any person in connection with the foregoing), any complaint or
lawsuit or any legal, equitable, arbitral or administrative proceeding of any
nature, against any of the Company Parties in connection with any released
Claims, and represents and warrants that no other person or entity has
initiated or, to the extent within his control, will initiate any such
proceeding on his behalf, and that if such a proceeding is initiated, Marshall
shall accept benefit therefrom.



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4.            Company
Parties’ Waivers and Releases.


(a)           Halsey, on its own behalf and on
behalf of the other Company Parties, 
hereby generally releases and forever discharges Marshall from any and
all Claims, known or unknown, of any kind and every nature whatsoever, and
whether or not accrued or matured, which any of them may have, arising out of
or relating to any transaction, dealing, relationship, conduct, act or
omission, or any other matters or things occurring or existing at any time
prior to and including Effective Time (including but not limited to any Claims
based on, relating to or arising under breach of contract (whether oral or written),
tort, defamation, slander, violation of public policy, negligence, promissory
estoppel, or any other federal, state or local law relating to employment or
discrimination in employment) in all cases arising out of or relating to
Marshall’s employment by Lyris, ClickTracks or any affiliate thereof or
Marshall’s services as an officer or employee of any Lyris, ClickTracks or any
affiliate thereof, or otherwise relating to the termination of such employment
or services, or under the Merger Agreement; provided, however, that this
release will not limit or release (i) Halsey’s or any of its affiliates’ rights
under this Agreement or (ii) Halsey’s or any of its affiliates’ rights against
Marshall with respect to any breach of fiduciary or other legal duties as an
officer or any fraudulent or criminal activity.


(b)           Halsey, on behalf of itself and the
other Company Parties, covenants forever not to assert, file, prosecute,
commence or institute (or sponsor or purposely facilitate any person in
connection with the foregoing), any complaint or lawsuit or any legal,
equitable, arbitral or administrative proceeding of any nature, against
Marshall in connection with any released Claims, and represents and warrants
that no other person or entity has initiated or to the extent within its
control, will initiate any such proceeding on its behalf, and that if such a
proceeding is initiated, neither Halsey nor the other Company Parties shall
accept benefit therefrom.


5.            Certain
Acknowledgements. 
Marshall acknowledges that he has read and understands this Agreement,
is fully aware of its legal effect, has not acted in reliance upon any
representations or promises made by any Company Party other than those
contained in writing herein, and has entered into this Agreement freely based
on Marshall’s own judgment.  Marshall has
been advised by Halsey to consult with an attorney of Marshall’s choosing
before signing this Agreement.  Marshall
understands that he has 21 days to consider this Agreement, which Marshall
agrees is a reasonable amount of time, and that he may choose to execute this
Agreement prior to the termination of such 21 day period but is under no
obligation to do so.  In addition,
Marshall understands that he may revoke this Agreement within 7 days after
Marshall has signed it by written notice to Halsey.  This Agreement shall not become effective or
enforceable until the 7-day revocation period has expired without Marshall’s
revocation.


6.                                     Purchase
of Shares.


(a)           Halsey agrees to purchase from
Stockholders, and Stockholders agree to sell and convey to Halsey, the Shares
for a purchase price of $0.75 per share, or an aggregate of $1,669,504.50 (the “Purchase
Price).  The closing of the sale and
purchase of the Shares specified in this Section 6 (the “Closing”) shall take
place on or before July 1, 2007, such date to be set forth in a written notice
from Halsey to be delivered to Stockholders no later than five (5) days prior
to the Closing (the “Closing Notice”).



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(b)           At the Closing, (i) Stockholders
shall to deliver to Halsey the Shares duly endorsed to Halsey or accompanied by
a stock power duly executed by the appropriate Stockholder, in form and
substance reasonably satisfactory to Halsey and (ii) the Purchase Price shall
be delivered by Halsey to Stockholders, by bank check or wire transfer of funds
to the account or accounts to be designated by Stockholders.


7.            Stockholders’
Representations and Warranties.  Each Stockholder jointly and severally
represents and warrants as follows:


(a)           The Stockholders have legal capacity
to enter into this Agreement.


(b)           This Agreement is a legal, valid and
binding agreement of each Stockholder enforceable against him or her in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, moratorium or other similar laws relating to creditors’ rights
generally and except that the availability of equitable remedies, including
specific performance, is subject to the discretion of the court before which
any proceeding therefor may be brought.


(c)           The Shares were acquired pursuant to
the Merger in exchange for 2,063,250  shares of
common stock of ClickTracks owned by each Stockholder individually.  Pursuant to the terms of the Merger, each
Stockholder was entitled to receive a certificate for 1,113,003 shares of Halsey
Common Stock but, at the request of each Stockholder, a single certificate
representing the Shares was issued in the name of Marshall.  Accordingly, each Stockholder understands and
agrees that the other Stockholder has an ownership interest in 50% of the
Shares, in addition to any interest that may be bestowed on each Stockholder
under California law.


(d)           At the Closing, Halsey shall acquire
ownership of the Shares, free and clear of all liens, claims or encumbrances of
any kind whatsoever.


(e)           Each Stockholder has read and
understands this Agreement, and has received the advice of counsel with respect
hereto.   In addition to his or her own
obligation to sell the Shares pursuant to this Agreement, each Stockholder
hereby explicitly and irrevocably consents to the sale of the Shares by the
other Stockholder hereunder.


1.1                           8.             Representations of
Halsey.  Halsey represents and
warrants as follows:


(a)           Halsey is duly organized, validly
existing and in good standing under the laws of its state of incorporation.


(b)           The execution and delivery of this
Agreement by Halsey does not, and the performance by Halsey of the transactions
contemplated hereby will not, (i) violate, conflict with or result in the
violation or breach of, or constitute a default under, the terms, conditions or
provisions of any agreement, document or instrument to which Halsey is a party
or by which Halsey is bound, or (ii) violate any order, writ, judgment,
injunction, decree, statute, rule or 



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regulation of any court or federal, state or local
administrative agency or commission or other governmental authority or
instrumentality applicable to Halsey; and


(c)           This Agreement is a legal, valid and
binding agreement of Halsey enforceable against it in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws relating to creditors’ rights generally and
except that the availability of equitable remedies, including specific
performance, is subject to the discretion of the court before which any
proceeding therefor may be brought.


9.             Amendments.  No amendment or waiver of any provision of
this Agreement shall be binding on any party unless consented to in writing by
such party.  No waiver of any provision
of this Agreement shall constitute a waiver of any other provision, nor shall
any waiver constitute a continuing waiver unless otherwise provided.


11.           Notices.  Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be given, and
shall be effective, in the same manner as provided in Section 10.1 of the
Merger Agreement.


12.           Applicable
Law.  This Agreement shall be
construed, interpreted and enforced in accordance with, and the respective
rights and obligations of the parties shall be governed by, the laws of the
State of Delaware, without regard for its conflicts of laws principles.


13.           Severability.  Any provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall be ineffective to the extent
of such invalidity or unenforceability without invalidating or rendering
unenforceable the remaining provisions hereof, and any such invalidity or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.  If any provision is held to be invalid or
unenforceable, such provision shall be construed by the appropriate judicial
body by limiting or reducing it to the minimum extent necessary to make it
legally enforceable.


14.           Sections
and Headings.  The division of
this Agreement into sections and subsections and the insertion of headings are
for convenience of reference only and shall not affect the interpretation of
this Agreement.  Unless otherwise
indicated, any reference in this Agreement to a section or subsection refers to
the specified section or subsection of this Agreement. The headings in this
Agreement are for purposes of reference only and shall not be considered in
construing this Agreement.


15.           Attorneys’
Fees.  If any party hereto
brings any action, at law or in equity, to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to recover from the
other party hereto reasonable attorneys’ fees in addition to any other relief
to which such party may be entitled.


16.           Counterparts.  This Agreement may be executed in
counterparts, each of which shall constitute an original and all of which taken
together shall constitute one and the same instrument.


[SIGNATURE PAGES
FOLLOW]



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IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the day and year
first written above.


	
  

  	
  J. L. HALSEY CORPORATION

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
  /s/ Luis Rivera

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Luis Rivera

  	
   

  	 

	
   

  	
  Title:

  	
   

  	
  Chief Executive Officer

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  COMMODORE RESOURCES
  (NEVADA), INC.

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
  /s/ Richard A. McDonald

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Richard A. McDonald

  	
   

  	 

	
   

  	
  Title:

  	
   

  	
  President

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  CLICKTRACKS ANALYTICS,
  INC.

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
  /s/ Joseph Lambert

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Joseph Lambert

  	
   

  	 

	
   

  	
  Title:

  	
   

  	
  Chief Financial Officer, Secretary
  and Treasurer

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  LYRIS TECHNOLOGIES, INC.

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
  /s/ Luis Rivera

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Luis Rivera

  	
   

  	 

	
   

  	
  Title:

  	
   

  	
  Chief Executive Officer

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  MARSHALL

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  /s/ John Marshall

  	
   

  	 

	
   

  	
  John Marshall, individually
  and as Representative

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  DEVERSE

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  /s/ Lisa Deverse

  	
   

  	 

	
   

  	
  Lisa Deverse, individually

  	 

									



 



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