Skip to main content

Advisory Agreement - Waverly Inc. and David J. Callard

              Agreement Between Waverly, Inc. and David J. Callard

Waverly,  Inc.  ('Waverly')  and David J. Callard  (DJC') have discussed ways in
which DJC will assist Waverly in 1998.  Such  assistance  shall include  working
with senior  management in the following  areas:  monthly review of 1998 results
and  plans  as well as  longer  range  strategic  plan  for  1998-2000;  merger,
acquisition,   joint  venture,   financing,   recapitalization   and  investment
opportunities   involving   Waverly   ('Waverly   acquisition   and  development
opportunities'  or 'Waverly  A&D');  and active  involvement in oversight of the
Waverly  business  through  continued  service  as  Chairman  of  the  Executive
Committee.  Waverly and DJC wish to continue the retainer relationship which has
been renewed annually since 1990.

Waverly  shall  retain  DJC as a  financial  and  business  advisor at an annual
compensation  rate of  $50,000;  retainer  payment  shall be made  quarterly  in
advance.  Waverly and DJC will review  quarterly the amount of time spent by DJC
on Waverly projects and mutually agree whether adjustment of the retainer amount
is appropriate for that quarter. Waverly shall reimburse all reasonable expenses
incurred by DJC in carrying out his duties under the retainer agreement.

Waverly shall,  also, pay DJC for assistance with specific Waverly A&D projects.
Such additional payments  (contingent or otherwise) will be determined by mutual
at the outset of each project and shall reflect the  complexity and size of each
project and DJC's role.

Waverly shall have the right to determine whether it wants DJC to have an active
role in any Waverly A&D  project.  DJC and Waverly  wish to ensure that  Waverly
does not become obligated to pay double fees in any A&D transaction. The parties
shall  designate  Waverly  A&D  projects  in  which  DJC  shall  participate  by
memorandum  agreement which shall, also,  describe such additional  compensation
arrangements as are mutually acceptable.

The  retainer  arrangement  set forth  herein shall have a term of one year from
January  1,  1998.  Should  DJC's  future  employment  result  in his not  being
available  to carry out his duties  hereunder,  either party may  terminate  the
retainer arrangement with retainer  compensation prorated to date of termination
and with additional compensation paid where DJC has substantially completed work
on a Waverly A&D opportunity which is closed subsequent to termination.

Notwithstanding  any other  provision of this  Agreement,  Waverly and DJC agree
that retainer payments for services performed in 1998 pursuant to this Agreement
shall be deducted  from payment of the $400,000  contingent  fee provided for in
the November 4, 1997 letter agreement attached hereto as Exhibit A.

This amended agreement  represents the renewal provided for in the November 1990
agreement with certain modifications which are acceptable to both parties.

/s/ David J. Callard                          December 12, 1997
----------------------                        -----------------
 David J. Callard                             Date

/s/ William M. Passano, Jr.                   December 12, 1997
----------------------------                  -----------------
 William M. Passano, Jr.                      Date

Copied to clipboard