Exhibit 10.(l)


EMPLOYMENT
AGREEMENT


THIS EMPLOYMENT
AGREEMENT  (the “Agreement”) is
made and entered into as of August 17, 2006, by and between J.L. Halsey
Corporation, a Delaware corporation (together with its successors and assigns
permitted hereunder, the “Company”), and Peter Biro (“Executive”).


RECITALS


WHEREAS, the
Company has offered to Executive, and Executive has agreed to accept, the
position of Vice President of Corporate Development and Planning; and


WHEREAS, Executive
and the Company desire to set forth herein the terms of Executive’s employment
with the Company, which employment shall be effective as of August 17, 2006
(the “Effective Date”).


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


AGREEMENTS:


1.                                      Employment Period. Subject to Section
3 or mutual written agreement between the Company and Executive, the
Company hereby agrees to employ Executive, and Executive hereby agrees to be
employed by the Company, in accordance with the terms and provisions of this
Agreement, for the period commencing 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 the Chief Executive
Officer (“CEO”), the President, or the Board of Directors (the “Board”).
Executive agrees to perform whatever duties the CEO, President, or Board may
assign to Executive from time to time, consistent with Executive’s position
with the Company. Executive shall have supervision and control over, and
responsibility for, such management and operational functions of the Company as
are usual and customary for such position, and shall have such other powers and
duties as may from time to time be prescribed by the CEO, President, or Board.


(ii)                                  During
the Employment Period, and excluding any periods of vacation and sick leave to
which Executive is entitled, Executive agrees to devote all of his business
time to the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to Executive hereunder, to use
Executive’s reasonable best efforts to perform faithfully, effectively and
efficiently such responsibilities. During the Employment Period it shall not be
a violation of this Agreement for Executive to (A) serve as an Adjunct
Professor at the F.W. Olin Graduate School of Business at Babson College,
Babson













Park, Massachusetts; (B)
serve as an advisor on fundraising and corporate development efforts for Health
Through Friendship, Inc. (d/b/a Live Healthier, Inc.); (C) serve on corporate,
civic or charitable boards or committees; (D) deliver lectures or fulfill
speaking engagements; and/or (E) manage personal investments, so long as such
activities do not materially interfere with the performance of Executive’s
responsibilities as an employee of the Company in accordance with this
Agreement.


(b)                                 Compensation.


(i)                                     Base
Salary. During the Employment Period, Executive shall receive an annual
base salary per calendar year of $190,000 (“Annual Base Salary”), which
shall be paid in accordance with the customary payroll practices 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’s Annual
Base Salary. The term Annual Base Salary as utilized in this Agreement shall refer
to Annual Base Salary as so adjusted.


(ii)                                  Annual
Bonus Payments. During the Employment Period, Executive shall receive, in
addition to the Annual Base Salary, such annual bonus payments as the Board may
specify (each an “Annual Bonus”); provided, however, that each such Annual
Bonus 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 be
paid in a lump sum on or before January 31 of the calendar year immediately
following the calendar year (or portion thereof) in which Executive earned such
Annual Bonus.


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


(iv)                              Medical,
Dental and Vision Benefits. During the Employment period, Executive shall
monthly submit to the Company invoice(s) for the monthly premiums incurred by
Executive for medical, prescription drug, dental, and/or vision insurance for Executive
and/or Executive’s immediate family or dependents. The Company shall, within a
reasonable time after receipt of such invoice(s), reimburse Executive for such
expenses not exceeding, in the aggregate, $1,200.00 per month (“Health Care
Reimbursement”).


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


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



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(vii)                           Vacations
and Holidays. During the Employment Period, Executive shall be entitled to
four (4) weeks of vacation during each calendar year (prorated for the year
ending December 31, 2006, and any other partial year of service) and holidays
in accordance with the policies of the Company.


3.                                      Termination
of Employment.


(a)                                  Death
or Disability. Executive’s employment shall terminate automatically upon
Executive’s death during the Employment Period. If the Disability of Executive
has occurred during the Employment Period (pursuant to the definition of
Disability set forth below), the Company may give to Executive written notice
in accordance with Section 11(b) of its intention to terminate Executive’s
employment. In such event, Executive’s employment with the Company shall
terminate effective on the thirtieth (30th) day after receipt of such notice by
Executive (the “Disability Effective Date”), provided, that, within
thirty (30) days after such receipt, Executive shall not have returned to
full-time performance of Executive’s duties. For purposes of this Agreement, “Disability”
shall mean Executive’s inability to perform his duties and obligations
hereunder for a period of ninety (90) consecutive days due to mental or
physical incapacity as determined by a physician selected by the Company or its
insurers and acceptable to Executive or Executive’s legal representative (such
agreement as to acceptability not to be unreasonably delayed, conditioned or
withheld).


(b)                                 Termination
by the Company for Cause. The Company may terminate the Executive’s
employment during the Employment Period for Cause. For purposes of this
Agreement, “Cause” shall mean: (i) the failure of Executive to perform his
obligations and duties hereunder to the satisfaction of the Company, which
failure is not remedied within 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 not remedied within fifteen (15) days after
receipt of written notice from Board or the Company; (iv) the conviction of
Executive of any felony (or a plea of nolo  contendere thereto) or
any crime involving moral turpitude; or (v) the failure of Executive to carry
out, or comply with, in any material respect any directive of the Board
consistent with the terms of this Agreement, which is not remedied within
fifteen (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 Section
3(b) shall specifically identify the failure that it deems to constitute
Cause.


(c)                                  Termination
by Executive.


(i)                                     Executive’s
employment may be terminated during the Employment Period by Executive for Good
Reason or without Good Reason. If Executive believes that an event constituting
Good Reason has occurred, Executive must notify the Company of that belief
within thirty (30) days of the occurrence of the event, which notice 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 to
either rectify such event to Executive’s reasonable satisfaction, determine
that an event constituting Good Reason does not exist, or determine that an
event constituting Good Reason exists. If the Company does not take any of such
actions within such the Review



 3
 









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 respect to
paragraphs (iv) and (v) below) (and the Company shall have no further
obligations hereunder with respect to Executive):


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


(ii)                                   Any
unreimbursed business expenses;


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


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


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


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


(ii)                                   Any
unreimbursed business expenses;


(iii)                                Any
Accrued Investments, which amounts shall be payable in accordance with the
terms and conditions of such Investment Plans;


(iv)                               Any
Accrued Welfare Benefits, which amounts shall be payable in accordance with the
terms and conditions of the applicable 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 Base Salary as of the Date of Termination, which
amount shall be paid in bi-weekly payments, in accordance with the customary
payroll practices of the Company, for the period from the Date of Termination
through the first anniversary of the Date of Termination (such period, the “Severance
Period”) in accordance with the customary payroll practices for executive
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, at
which time the Company’s payment obligations pursuant to this Section
4(b)(v) shall immediately cease; provided further, however, that the amount
payable pursuant to this Section



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


5.                                      Full
Settlement. Neither Executive nor the Company shall be liable to the
other party for any damages in addition to the amounts payable under Section
4 arising out of the termination of Executive’s employment prior to the end
of the Employment Period; 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’s fraudulent or criminal misconduct.


6.                                      Confidential
Information.


(a)                                  Executive
acknowledges that the Company and its affiliates have trade, business and
financial secrets and other confidential and proprietary information
(collectively, the “Confidential Information”) and that during the course
or Executive’s employment with the Company he has received, shall receive or
shall contribute to the Confidential Information. Confidential Information
includes technical information, processes and compilations of information,
records, specifications and information concerning assets, and information regarding
methods of doing business. As defined herein, Confidential Information shall
not include (i) information that is publicly and generally known to other
persons or entities who can obtain economic value from its disclosure or use;
provided, that, such information has not been made publicly and generally known
by Executive in violation of this Agreement or, to the knowledge of Executive,
by others in violation of comparable agreements, and (ii) information required
to be disclosed by Executive pursuant to a subpoena or court order, or pursuant
to a requirement of a governmental agency or law of the United States of
America or a state thereof or any governmental or political subdivision
thereof; provided, however, that Executive shall take all
reasonable steps to prohibit disclosure pursuant to clause (ii) above.


(b)                                 During
and following Executive’s employment by the Company, Executive agrees (i) to
hold such Confidential Information in confidence and (ii) not to release such
information to any person (other than Company employees and other persons to
whom the Company has authorized Executive to disclose such information and then
only to the extent that such Company employees and other persons authorized by
the Company have a need for such knowledge). Executive agrees to use reasonable
efforts to give the Company notice of any and all attempts to compel disclosure
of any Confidential Information, in such a manner so as to provide the Company
with 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 shall
be compelled, whichever is earlier. Such written notice shall include a
description of the information to be disclosed, the court, government agency,
or other forum through which the disclosure is sought, and the date by which
the information is to he disclosed, and shall contain a copy of the subpoena,
order or other process used to compel disclosure.


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



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


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


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


8.                                      Successors.


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


(b)                                 This
Agreement shall become of advantage to the benefit of, and be binding upon, the
Company and its successors and assigns. Executive agrees that the Company may
assign this Agreement to any directly or indirectly owned subsidiary or
affiliate 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 the
Company, in which event the Company shall remain obligated with respect thereto
under this Agreement, and in connection with such assignment, such subsidiary
shall expressly assume this Agreement and the Company shall be released
therefrom except to the extent referenced above.


(c)                                  The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
an/or assets of the Company to assume expressly and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. As used in this
Agreement, “Company” shall mean the Company as hereinbefore defined and
any successor to its business and/or assets as aforesaid which assumes and
agrees to perform this Agreement 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 become acquainted with Confidential Information of the
Company as described in Section 6. Executive acknowledges and agrees
that his use of Confidential Information in the conduct of business on behalf
of a competitor of the Company would constitute unfair competition with the
Company and would adversely affect the business goodwill of the Company.
Accordingly, as a material inducement to the Company to enter into this
Agreement; to protect the Company’s Confidential Information that may be
disclosed or entrusted to Executive (the disclosure of which by Executive in
violation of this Agreement would adversely affect the business goodwill of the
Company), the business goodwill of the Company that may be developed in
Executive and the business opportunities that may be disclosed or entrusted by
the Company to Executive; in consideration for the compensation and other
benefits payable hereunder to Executive, for the benefits to Executive of
having access to Confidential Information during the Employment Period (the
disclosure of which by Executive in violation of this Agreement would adversely
affect the business goodwill of the Company); and for other good and valuable
consideration, Executive hereby covenants and agrees that, during the Term of
Non-Competition, Executive shall not, directly or indirectly, 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 in the ownership, management, operation or control
of or provision of Competing Services 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 of Termination, was an employee of the Company or its affiliates;


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



 7
 









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


(c)                                  In
order to obtain the benefit of the non-competition agreement herein, the
Company shall pay Executive his salary hereunder and Executive’s options shall
continue to vest for the one year period of non-competition. The Company can
decide to waive the non-competition clause and then not pay the consideration
set forth in this subsection (e).


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


11.                               Miscellaneous.


(a)                                  Construction.
This Agreement shall be governed by and construed in accordance with the laws
of 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 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 construed as
referring to this Agreement in its entirety rather than to a particular section
or provision, unless the context specifically indicates to the contrary. Any
reference to a particular “Section” or “paragraph” shall be construed as
referring to the indicated section or paragraph of this Agreement unless the
context indicates to the contrary. The use of the term “including” herein shall
be construed as meaning “including without limitation.” This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.


(b)                                 Notices.
All notices and other communications hereunder shall be in writing and shall be
given 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 address
as either party shall have furnished to the other in writing in accordance
herewith. Notice and communications shall be effective when actually received
by the addressee.


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


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


(e)                                  Nonqualified
Deferred Compensation Rules. It is intended that any amounts payable under
this Agreement and the Company’s and the Executive’s exercise of authority or
discretion hereunder shall comply with the limitations or requirements 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 subject Executive to the payment
of interest and tax penalty which may be imposed under the Nonqualified
Deferred Compensation Rules. In furtherance of this interest, to the extent
that any regulations or other guidance issued under the Nonqualified Deferred
Compensation Rules would result in the Executive being subject to payment of
interest and tax penalty under Nonqualified Deferred Compensation Rules, the
parties agree at the request of Executive to amend this Agreement in order to
bring this Agreement into compliance with Nonqualified Deferred Compensation
Rules. In the event this Agreement fails to satisfy the Nonqualified Deferred
Compensation Rules, then this Agreement may be modified by the Board, in its
sole discretion exercised in its reasonable discretion, to the limited extent
necessary to satisfy the Nonqualified Deferred 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 liable for any act, omission or determination
taken or made with respect to this Agreement and/or the Nonqualified Deferred
Compensation Rules including any act or omission that results in unfavorable
tax consequences to the Executive. No interest will be owed or payable to the
Executive on account of the delay of any amount payable under this Agreement delayed
on account of the Nonqualified Deferred Compensation Rules.


(f)                                    No
Waiver. Executive’s or the Company’s failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right Executive or the Company may have hereunder, including, without
limitation, 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 other
provision or right of this Agreement.


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


(h)                                 Entire
Agreement. The provisions of this Agreement constitute the complete
understanding and agreement between the parties with respect to the subject
matter hereof, and supersede all prior and contemporaneous oral and written
agreements, representations and understandings of the parties, which are hereby
terminated. Executive and the Company acknowledge and represent that there are
no 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)                                     In
the event any dispute or controversy arises under this Agreement and is not
resolved by mutual written agreement between Executive and the Company within
30 days after notice of the dispute is first given, then Executive and the



 10
 









Company will mutually
select an arbitrator and submit such dispute or controversy to arbitration by
such arbitrator; provided, however, if the Company and Executive
have not mutually selected an arbitrator within 90 days after notice of the
dispute is first given, or if Executive and the Company decide at any earlier
date not to mutually select an arbitrator, then, upon the written request of
Executive or the Company, such dispute or controversy shall be submitted to
arbitration by an arbitrator to be selected by the American Arbitration
Association (“AAA”).  The
arbitration will be conducted in accordance with the Rules for Resolution of
Employment Disputes of the AAA. Judgment may be entered thereon and the results
of the arbitration will be binding and conclusive on the parties hereto. Any
arbitrator’s award or finding or any judgment or verdict thereon will be final
and unappealable. All parties agree that venue for arbitration will be in 84 Beacon
Street, Boston MA 02108, or such other place as may be agreed upon in writing
at the time by the parties and that any arbitration commenced in any other
venue will be transferred to 84 Beacon Street, Boston MA 02108, upon the
written request of any party to this Agreement. All arbitrations will have one
individual acting as arbitrator. Any arbitrator selected will not be
affiliated, associated or related to either Executive of the Company in any
matter whatsoever. The decision of the arbitrator will be binding on all
parties. The prevailing party in the arbitration (as determined by the
arbitrator) shall be reimbursed, by the other party, its reasonable attorneys
fees, costs and other expenses pertaining to any such arbitration and
enforcement.


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


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


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


(m)                               Executive
Acknowledgment. Executive 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 the Company other than those
contained in writing herein, and has entered into this Agreement freely based
on his own judgment.


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IN WITNESS
WHEREOF, Executive has hereunto set Executive’s hand and the Company has caused
this Agreement to be executed in its name on its behalf, all as of the day and
year 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