Waverly, Inc.

                                1996 Annual Form 10-K

                                    Exhibit 10(B)

                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 1997.  Such
          assistance shall include working with senior management in the
          following areas:  monthly review of 1997 results and plans as
          well as longer range strategic plan for 1997-1999;  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, 1997.  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
          --------------------
          David J. Callard

          Dated:  December 30, 1996


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

          Dated:  January 3, 1997