Exhibit 3
WAIVER
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").
BHG hereby irrevocably waives its right to designate (1) the
individuals that it was entitled to designate to the HHNT Board of Directors
pursuant to Sections 5.1(iii)(A) and 5.1(iii)(B) of the Merger Agreement and (2)
one of the two directors that BHG is entitled to designate and thereafter
replace pursuant to Section 3 of the Shareholders Agreement. As a result of the
foregoing waivers, BHG will be entitled under the foregoing agreements to
designate only one person for election to the HHNT Board of Directors. No other
right of BHG under the Merger Agreement or the Shareholders Agreement is
affected hereby and such agreements will remain in full force and effect in
accordance with their respective terms.
EXECUTED on this 31st day of July, 2000.
OMNICOM GROUP INC.
/s/ ROBERT A. PROFUSEK
------------------------
Robert A. Profusek,
Executive Vice President
BERNARD HODES GROUP INC.
/s/ BARRY J. WAGNER
------------------------
Barry J. Wagner,
Secretary
(Page 13 of 15 Pages)
