Item 1.01 Entry into a Material Definitive Agreement.

J. L. Halsey Corporation (the "Registrant") has entered into an Agreement and Waiver (the "Agreement"), dated as of June 8, 2007, with John Marshall and certain others (including affiliates of the Registrant), whereby Mr. Marshall, the former president of ClickTracks Analytics, Inc. ("ClickTracks"), will resign his current position with Lyris Technologies, Inc. and, as representative of the former stockholders of ClickTracks, has waived any rights to future earnout payments with respect to the Registrant's purchase of ClickTracks. Also pursuant to the Agreement, the parties have provided mutual releases and waivers, with each releasing the other from certain types of potential claims they may have. In addition, the Agreement provides that the Registrant will repurchase from Mr. Marshall the 2,226,006 shares of the Registrant's common stock, par value $0.01 per share, that Mr. Marshall received when ClickTracks was acquired by the Registrant, at a purchase price of $0.75 per share (or $1,669,504.50 in the aggregate). The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The Registrant has a received a waiver under its loan and security agreement with Comerica Bank to permit the acquisition of the shares from Mr. Marshall pursuant to the Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Agreement and Waiver, entered into as of June 8, 2007 by and among J. L. Halsey Corporation, Commodore Resources (Nevada), Inc., Lyris Technologies, Inc., ClickTracks Analytics, Inc., John Marshall and Lisa Deverse.

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