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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 1996.  Such
assistance shall include working with senior management in the
following areas:  monthly review of 1996 results and plans as
well as longer range strategic plan for 1996-1998;  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 $90,000 through March 31, 1996
and at an annual compensation rate of $50,000 thereafter; 
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, 1996.  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.

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                                            
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David J. Callard

Dated: December 18, 1995


/s/ William M. Passano, Jr.                                     
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William M. Passano Jr.

Dated:  December 19, 1995

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