Loan Agreement Between Waverly, Inc. and William M. Passano, Jr.
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This is an agreement  between Waverly,  Inc.("Company")  and William M. Passano,
Jr.("Stock Option Holder") dated January 19, 1998.

The Stock Option Holder wishes to exercise  26,000 option sahres as evidenced by
the attached Election Form signed by the Stock Option Holder.

The Company  agrees to advance the exercise  price to the Employee in the amount
of $204,750.00 (26,000 shares x $7.875 per share) referred to as "Loan".

The Stock Option  Holder  agrees to the  following  terms and  conditions of the
Loan.

1. The Company will hold the shares as collateral against the Loan.

2. The Stock Option Holder will pay interest on the Loan  principal at an annual
interest rate equal to the actual  borrowing rate charged by First National Bank
of Maryland to Waverly, Inc. during the period the Loan is outstanding.

3. The Stock  Option  Holder will repay the Loan and  accrued  interest no later
than the time that such shares are sold. In any event, the Loan will be callable
at such  time as the Stock  Option  Holder is  freely  able to  dispose  of such
shares.  Dividends  distributed  during the loan period would be credited to the
Company and affset against interest due on the loan.

Signed:  /s/E. Philip Hanlon                         Date:  1/19/98
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              Waverly, Inc.

Signed:  /s/William M. Passano, Jr.                  Date:  1/19/98
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              Stock Option Holder