Waverly, Inc.
                              1997 Annual Form 10-K
                                  Exhibit 10(C)

              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


                                           
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                                    EXHIBIT A
                                    ---------


November 4, 1997


David J. Callard
President
Wand Partners, Inc.
630 Fifth Avenue
Suite 2435
New York, NY 10112

Dear David:

         As you know, in connection  with your service as a director of Waverly,
Inc.  ("Waverly"  or the  "Company"),  you and  Waverly  have  entered  into the
agreement  attached as Exhibit A. Pursuant to that Agreement and further to your
service as a director of Waverly,  Waverly hereby confirms that is has requested
you to  undertake  an active  role on  behalf of the  Company  in  advising  and
assisting  in the  possible  sale of Waverly,  including  by acting as a liaison
between the Company and Morgan Stanley & Co.  Incorporated.  In this connection,
Waverly  has agreed to pay you a  contingent  fee of  $400,000 if (a) control of
more than 55% of the  Company's  common stock  changes  hands or (b) the Company
sells a substantial  amount of its assets.  In addition,  Waverly will reimburse
reasonable out-of-pocket expenses. Any contingent fee will be in addition to the
retainer payments provided for in Exhibit A.

         As you are aware as director of Waverly you are entitled  under certain
circumstances to indemnification from the Company. Without limiting such rights,
this will confirm that if those rights do not fully  indemnify  you from loss in
connection with your advisory  services as described  above, in consideration of
your agreement to act on Waverly's  behalf in connection with your engagement as
described above (the "Engagement"),  we agree to indemnify and hold you harmless
from and against any losses,  claims, damages or liabilities related to, arising
out of or in  connection  with the  Engagement  and will  reimburse  you for all
expenses  (including  fees and  expenses  of  counsel)  as they are  incurred in
connection  with  investigating,  preparing,  pursuing or defending  any action,
claim,  suit,  investigation  or  proceeding  related  to,  arising out of or in
connection with the Engagement, Whether or not pending or threatened and whether
or not you are a party.  Waverly  will  not,  however,  be  responsible  for any
losses,  claims,  damages or liabilities (or expenses relating thereto) that are
finally  judicially  determined  to have  resulted  from your bad faith or gross
negligence.  The Company also agrees that you shall have no  liability  (whether
direct or indirect, in contract or tort or otherwise) to us for or in connection
with the Engagement except for any such liability for losses, claims, damages or
liabilities  incurred  by us that  are  finally  judicially  determined  to have
resulted from your bad faith or gross negligence.

         We will not,  without your prior written consent,  settle,  compromise,
consent to the entry of any  judgment  in or  otherwise  seek to  terminate  any
action,  claims,  suit or proceeding in respect of which  indemnification may be
sought  hereunder  (whether  or  not  you  are  a  party  thereto)  unless  such
settlement,  compromise,  consent or termination  includes a release of you from
any  liabilities  arising out of such  action,  claim,  suit or  proceeding.  In
seeking indemnification,  reimbursement or contribution under this agreement you
will not, without our prior written consent, settle, compromise,  consent to the
entry of any judgment in or otherwise seek to terminate any action, claims, suit
investigation or proceeding referred to in the preceding paragraph.
                                           
<PAGE>

         If the  indemnification  provided  for in the first  paragraph  of this
agreement is judicially  determined to be unavailable  (other than in accordance
with the terms  hereof)  to you in  respect of any  losses,  claims,  damages or
liabilities  referred to herein,  then,  in lieu of  indemnifying  you, we shall
contribute  to the amount  paid or  payable  by you as a result of such  losses,
claims,  damages or  liabilities  (and  expenses  relating  thereto) (i) in such
proportion as is appropriate to reflect the relative benefits to you, on the one
hand,  and us, on the other hand, of the  Engagement  or (ii) if the  allocation
provided  by  clause  (i)  above  is not  available,  in such  proportion  as is
appropriate to reflect not only the relative benefits referred to in such clause
(i) but also the  relative  fault  of each of you and us,  as well as any  other
relevant equitable  considerations;  provided,  however,  in no event shall your
aggregate contribution to the amount paid or payable exceed the aggregate amount
of fees actually  received by you under the terms of this agreement as described
above. For the purposes of this agreement,  the relative  benefits to us and you
of the Engagement  shall be deemed to be in the same proportion as (a) the total
value paid or contemplated to be paid or received or contemplated to be received
by us  or  our  stockholders,  as  the  case  may  be,  in  the  transaction  or
transactions  that are the  subject of the  Engagement,  whether or not any such
transaction is  consummated,  bears to (b) the fees paid or to be paid to you as
described above.

         The provisions of this agreement  shall apply to the Engagement and any
modification thereof and shall remain in full force and effect regardless of any
termination by you or us or the completion of your services.

         This  agreement  shall be governed by and construed in accordance  with
the laws of the State of New York applicable to contracts  executed in and to be
performed in that state.

                                Very truly yours,

                                WAVERLY, INC.

                                By:  /s/Edward B. Hutton Jr.
                                -----------------------------
                                Edward B. Hutton, Jr.

Accepted:

By:  /s/David J. Callard
     -------------------
     David J. Callard

Date:  November 14, 1997
 

                                           
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                                    AGREEMENT
                                    ---------
  
         By Mutual consent of Waverly, Inc. and David J. Callard the Agreement
between Waverly, Inc. and David J. Callard dated December 12, 1997 (the
"Retainer Agreement") is hereby terminated and canceled effective at the
Effective Time (as defined in the Merger Agreement) of the Agreement and Plan of
Merger by and among MP Acquisition Corp., Wolters Kluwer U.S. Corporation and
Waverly Inc. dated as of February 10, 1998 (the "Merger Agreement").

         In the event the  Effective  Time  fails to occur for any  reason,  the
Retainer Agreement will continue in full force and effect.

         Agreed to and accepted:

David J. Callard

By:  /s/David J. Callard
       -----------------
       David J. Callard

Waverly, Inc.

By:  /s/William M. Passano Jr.
       -----------------------
        William M. Passano Jr.