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Exhibit 10(h)    
    


STOCK PURCHASE AGREEMENT

by and between

J. L. HALSEY CORPORATION

and

THE UNIVERSITY OF CHICAGO LAW SCHOOL

dated as of

December 13, 2002 









STOCK PURCHASE AGREEMENT 


        THIS
STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of December 13, 2002, is by and between J. L. Halsey Corporation, a Delaware corporation (the "Company"), and The
University of Chicago Law School (the "Stockholder"), a Stockholder of the Company. 


RECITALS:  


        A.    The
Stockholder is the owner of 2,000,000 shares of the common stock, $0.01 par value, of the Company (the "Shares"). 


        B.    The
Company desires to purchase from the Stockholder and the Stockholder desires to sell to the Company the Shares pursuant to the terms and conditions hereof. 


AGREEMENTS:  


        NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein, the parties hereto agree as follows: 



        1.    Purchase and Sale of Shares.    Subject to the terms and conditions hereof, the Stockholder hereby sells, and
the Company hereby purchases, the Shares. 


        2.    Payment of Purchase Price.    The purchase price shall be $0.12 in cash per Share, or an aggregate of $240,000
(such aggregate price being referred to herein as the "Purchase Price"). Concurrently with the execution of this Agreement, the Company shall pay the Purchase Price by means of wire transfer or
official bank check payable to the order of the Stockholder. 



        3.    Actions by the Stockholder.    Concurrently herewith Stockholder shall deliver to the Company certificates
representing the Shares duly endorsed to the Company or accompanied by stock powers duly executed by the Stockholder, in form and substance reasonably satisfactory to the Company, or shall have
arranged for the book-entry delivery of the Shares by causing The Depository Trust Company ("DTC") to transfer the Shares into the account of a financial institution identified by the
Company that is a participant in the DTC in accordance with DTC's procedures for such transfer. The Stockholder hereby irrevocably sells, conveys, transfers, assigns and delivers to the Company any
and all claims, causes of action, suits, demands, liabilities or damages, of any character whatsoever, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, absolute or
contingent, direct or derivative which the Stockholder has against the Company or its officers, directors or employees and each of their respective successors and assigns related to the Stockholder's
status as a Stockholder of the Company (collectively, the "Company Claims"). The Stockholder represents and warrants that it has not assigned any Company Claims, and the Stockholder agrees that prior
to the termination of this Agreement it will not assign any Company Claims to any person or entity or pursue any action in furtherance of any Company Claims. 



        4.    Representations and Warranties.    



        (a)   The
Stockholder hereby represents and warrants to the Company that: 



          (i)  The
Stockholder has the capacity to enter into this Agreement and to sell, assign, transfer and deliver to the Company, pursuant to the terms and conditions of this
Agreement, the Shares; 


         (ii)  Except
for this Agreement, there are no outstanding options, warrants or rights to purchase or acquire, or agreements (whether voting or otherwise) relating to, the
Shares; 


        (iii)  Except
as set forth on Schedule 4(a)(iii) attached hereto, the Shares are the only shares of capital stock of the Company owned of record or beneficially
by the Stockholder, and the Stockholder owns no options or other rights to acquire any capital stock of the Company; 









 





        (iv)  The
Stockholder owns of record and beneficially all of the Shares, free and clear of all liens, claims, encumbrances and security interests of any nature whatsoever.
Upon purchase of the Shares pursuant
to this Agreement, the Company shall receive good and marketable title to the Shares, free and clear of all liens, claims, encumbrances and security interests of any nature whatsoever; 


         (v)  The
execution and delivery of this Agreement by the Stockholder does not, and the performance by the Stockholder of the transactions contemplated hereby will not,
(A) violate, conflict with or result in the violation or breach of, or constitute a default under, the terms, conditions or provisions of any agreement to which the Stockholder is a party,
(B) violate any order, writ, judgment, injunction, decree, statute, rule or regulation of any court or federal, state or local administrative agency or commission or other governmental
authority or instrumentality (a "Governmental Entity") applicable to the Stockholder or (C) require the consent, approval, order or authorization of, registration, declaration or filing with,
or notice to, any Governmental Entity or third party; 


        (vi)  This
Agreement is a legal, valid and binding agreement of the Stockholder enforceable against the Stockholder 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; and 


       (vii)  The
Stockholder acquired, and fully paid for, the Shares on the dates and in the manner set forth on Exhibit A hereto. 




        (b)   The
Company hereby represents and warrants to the Stockholder that: 



          (i)  The
Company has the capacity to enter into this Agreement and to buy the Shares from the Stockholder pursuant to the terms and conditions of this Agreement, and will
not sell, offer to sell or otherwise dispose of any of the Shares in violation of the Securities Act of 1933; and 


         (ii)  This
Agreement is a legal, valid and binding agreement of the Company 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. 




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        5.    Notices.    All notices and other communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered personally or on the second business day after such notice or communication has been sent by registered or certified mail, postage prepaid, with return receipt requested, as
follows: 




If
to the Company, to: 



Mr. David
R. Burt

2325-B Renaissance Drive, Suite 21

Las Vegas, Nevada 89119

Telecopy: (978) 689-3910 




with
a copy to: 



Vinson &
Elkins L.L.P.

3700 Trammell Crow Center

2001 Ross Avenue

Dallas, Texas 75201

Attention: Michael D. Wortley, Esquire

Telecopy: (214) 999-7732 




If
to the Stockholder: 



Mr. Saul
Levmore

Dean and William B Graham Professor

University of Chicago Law School

1111 East 60th street

Chicago, IL 60637 






        6.    Waiver and Amendment.    Any provision of this Agreement may be waived at any time by the party that is entitled
to the benefits thereof, and this Agreement may be amended or supplemented at any time by the written consent of the parties hereto. 



        7.    No Prior Agreements.    This Agreement (a) contains the entire agreement, and supersedes all other prior
agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof, and (b) is not intended to confer upon any other person any rights or
remedies hereunder. 


        8.    Successors and Assigns.    This Agreement shall be binding upon, inure to the benefit of and be enforceable by
and against the parties hereto and their successors (including administrators and executors of individuals) and assigns. 



        9.    Remedies.    The Stockholder acknowledges and agrees that the Company would be irreparably damaged in the event
that any of the provisions of this Agreement to be performed by the Stockholder were not performed by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed
that the Company shall be entitled to an injunction or injunctions to redress any breaches of this Agreement and to specifically enforce the terms and provisions hereof in any action instituted in any
court of the United States or any state thereof having jurisdiction, in addition to any other remedy to which the Company may be entitled at law or in equity. In the event litigation shall be
necessary to enforce, interpret or rescind the provisions of this Agreement, the prevailing party shall be entitled to recover from the other party, in addition to other relief, the prevailing party's
reasonable attorneys' fees for services before trial, at trial and on any appeal therefrom. 


        10.    Expenses.    Except as set forth in Section 9, each of the parties shall pay its own expenses in
connection with the negotiation, execution and performance of the Agreement. No party has incurred 


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any
broker's or finder's fee in connection with this Agreement that the other party will be obligated to pay. 


        11.    Counterparts.    This Agreement and any amendments hereto may be executed in two or more counterparts, each of
which shall be considered to be an original, but all of which together shall constitute the same instrument. 



        12.    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware, without regard to its conflict of laws doctrine. The parties hereto consent to being subject to the jurisdiction of any federal or state court located in the State of Delaware. 


        13.    Severability.    If any term, provision or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 


        14.    Effect of Headings.    The section headings herein are for convenience only and shall not affect the meaning or
interpretation of this Agreement. 


        15.    Survival.    All representations, warranties, covenants and other agreements and assignments of the parties
hereto shall survive the Closing. 


        16.    Public Statement.    Each party agrees that it will make no press release or other public statement or
announcement of the terms of this Agreement or other matters, past, present, or future, relating to the Company's or the Stockholder's dealings with the Company; provided, however, that nothing
contained herein shall prohibit any party from disclosing the terms of this Agreement or such other matters if required by law, rule or regulation. 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK] 


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        IN
WITNESS WHEREOF, the parties have executed this Agreement to as of the date set forth above. 



	 	 	STOCKHOLDER:
	

 	
 	

UNIVERSITY OF CHICAGO LAW SCHOOL
	

 	
 	

By:	

 Name: Saul Levmore

Title: Dean





	 	 	COMPANY:
	

 	
 	

J. L. HALSEY CORPORATION
	

 	
 	

By:	

 Name: David R. Burt

Title: Chief Executive Officer





        The
undersigned hereby consents to the sale of the Shares by the Stockholder to the Company in accordance with the terms and conditions of this Agreement. 



	

 	

 Stephen C. Curley




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   EXHIBIT A  



	Number of Shares
 
	 	Date Acquired
	 	Manner Acquired

	2,000,000	 	August 20, 2002	 	Gift from Steven C. Curley




A-1







 
Schedule 4(a)(iii)



        The
Shares were given to the Stockholder on August 20, 2002, on the condition that the Stockholder would not sell or otherwise dispose of the Shares prior to August 20,
2003. 


A-2











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Exhibit 10(h)