0000891092-00-000653 Sample Contracts

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WAIVER
Omnicom Group Inc • August 1st, 2000 • Services-advertising agencies

Reference is made to (1) the Agreement and Plan of Merger by and among Omnicom Group Inc. ("Omnicom"), Bernard Hodes Group Inc. ("BHG"), Career Mosaic Inc., HeadHunter.NET, Inc. ("HHNT"), Resume Acquisition Corporation and ITC Holding Company, Inc. ("ITC") (as amended, the "Merger Agreement") and (2) the Shareholders' Agreement by and among HHNT, Omnicom, BHG and ITC (the "Shareholders Agreement").

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