AGREEMENT                                    ---------           By Mutual consent of Waverly, Inc. and David J. Callard the Agreementbetween Waverly, Inc. and David J. Callard dated December 12, 1997 (the"Retainer Agreement") is hereby terminated and canceled effective at theEffective Time (as defined in the Merger Agreement) of the Agreement and Plan ofMerger by and among MP Acquisition Corp., Wolters Kluwer U.S. Corporation andWaverly Inc. dated as of February 10, 1998 (the "Merger Agreement").         In the event the  Effective  Time  fails to occur for any  reason,  theRetainer Agreement will continue in full force and effect.         Agreed to and accepted:David J. CallardBy:  /s/David J. Callard       -----------------       David J. CallardWaverly, Inc.By:  /s/William M. Passano Jr.       -----------------------        William M. Passano Jr.