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 Executives 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 Executives 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 Executives 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 LiveHealthier, 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 Executives 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 Executives 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.

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