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                                                                 Exhibit 10.34A


                              Amended and Restated
                                 PROMISSORY NOTE


$1,816,700                                                     November 21, 2000


                  FOR VALUE RECEIVED, RICHARD S. MILLER (the "MAKER"), hereby
promises to pay to OPUS360 CORPORATION (the "PAYEE"), the principal amount of
ONE MILLION EIGHT HUNDRED SIXTEEN THOUSAND SEVEN HUNDRED ($1,816,700) on
March 23, 2003, in such coin or currency of the United States of America as
at the time of payment shall be legal tender therein for the payment of
public and private debts, and to pay interest on the unpaid principal amount
from time to time outstanding hereunder at the rate of 7.00% per annum,
compounded annually based on a year of 360 days. Such interest shall be
payable on March 23, 2003. In addition, overdue amounts shall be added to
principal and the Maker promises to pay additional interest at 2.00% per
annum (to the extent permitted by law) on overdue amounts, from the due date
thereof until the obligation of the Maker with respect to the payment thereof
shall be discharged.

                  This Amended and Restated Promissory Note (as amended or
otherwise modified from time to time, the "NOTE") is the Note referred to in
the Amended and Restated Pledge Agreement dated as of the date hereof (as
amended, supplemented or otherwise modified from time to time, the "PLEDGE
AGREEMENT"), between the Maker and the Payee. Capitalized terms used but not
defined herein have the meanings assigned to such terms in the Pledge
Agreement. This Note is issued to re-evidence the unpaid principal portion of
the loan of the sum of $1,538,000 by the Payee to the Maker as of March 23,
2000 that was previously evidenced by that certain Secured Full-Recourse
Promissory Note dated March 23, 2000 (the "Prior Note"), together with an
additional loan amount of $278,700 made as of the date hereof by Payee to
Maker. This Note is an amendment, restatement and renewal of the Prior Note
and Maker's obligation to pay interest accrued under the Prior Note on the
principal amount outstanding thereunder through the date hereof shall
continue until satisfied. In all other respects the obligations of Maker
under the Prior Note shall be superseded by this Note and the Amended and
Restated Pledge Agreement.

                  Recourse of Payee for the payment of Maker's obligations
under this Note shall be limited to the Pledged Collateral that secures this
Note pursuant to the Pledge Agreement and the Payee shall have no recourse
against any other assets of Maker for any payment due hereunder.

                  The Maker may, at his sole option, at any time and from
time to time prepay this Note, without penalty, in whole or in part, together
with interest on the principal amount so prepaid to the date of such
prepayment.

                  With respect to each cash dividend or distribution or other
cash payment paid on or with respect to the Pledged Collateral which secures
this Note pursuant to the Pledge Agreement (including, but not limited to,
the proceeds of any sale, transfer or other disposition of the Pledged
Collateral) (each, a "DISTRIBUTION"), the Maker shall make a mandatory
prepayment (each, a "MANDATORY PREPAYMENT") of the amount of such
Distribution, less an amount equal to (i) the taxable income allocable to the
Maker with respect to such Distribution (before excluding any such amount),
multiplied by (ii) the combined maximum federal, state, and local tax rate
applicable to an individual domiciled in Morristown, New Jersey with respect
to such taxable income (taking into account the deductibility of state and
local income tax for federal income tax purposes). Each such Mandatory
Prepayment shall be due and payable immediately upon receipt by the Maker of
the related Distribution and shall be applied by the Payee as set forth in
Section 9 of the Pledge Agreement.

                  The Payee shall be entitled to the rights and security
granted by the Maker to the Payee pursuant to the Pledge Agreement.

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                  Payment of the principal of and interest on this Note shall
be made in immediately available funds (whether by delivery of cash or a
certified check or a wire transfer) in accordance with the written payment
instructions furnished by the holder of this Note to the Maker from time to
time. In the absence of such written instructions, payment shall be made by
delivery of cash or a certified check at the principal executive office of
the holder of this Note.

                  Should the principal of or interest on this Note become due
and payable on other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day, and interest shall be payable
thereon at the rate per annum herein specified during such extension. As used
herein, the term "BUSINESS DAY" means any day, other than a Saturday, Sunday
or a day on which banking institutions in the State of New York are
authorized or obligated by law or executive order to close.

                  In case of the occurrence of any of the following events
(each, an "EVENT OF DEFAULT"):

                           (i)   default shall be made in the payment of
         principal of or interest on this Note, when and as the same shall
         become due and payable, whether at the due date thereof, pursuant to
         a Mandatory Prepayment, by acceleration hereof or otherwise;

                           (ii)  the Maker shall (A) apply for or consent to
         the appointment of a receiver, trustee or liquidator, (B) admit in
         writing his inability to pay his debts as they mature, (C) make a
         general assignment for the benefit of creditors, (D) be adjudicated
         a bankrupt or insolvent, (E) file a voluntary petition, or have
         filed against him a petition in bankruptcy or petition or answer
         seeking a reorganization or an arrangement with his creditors, or
         (F) take advantage of any bankruptcy, reorganization, insolvency,
         readjustment of debt, dissolution or liquidation law or statute or
         file an answer admitting the material allegations of a petition
         filed against him in any proceeding under any such law;

                           (iii) an order, judgment or decree shall be
         entered, without the application, approval or consent of the Maker,
         by any court of competent jurisdiction, approving a petition seeking
         reorganization of the Maker, or appointing a receiver, trustee or
         liquidator for the Maker;

                           (iv)  the Maker shall become or be in default
         under the provisions of this Note or in material default under the
         provisions of (A) the Pledge Agreement, (B) the Amended and Restated
         Employment Agreement dated as of February 2, 2000, between the Payee
         and the Maker (as amended, supplemented or otherwise modified from
         time to time, the "EMPLOYMENT AGREEMENT"), or (C) any other material
         agreement between the Maker and the Payee; or

                           (v)   the employment of the Maker with the Payee
         and its subsidiaries (whether pursuant to the Employment Agreement
         or otherwise) shall terminate or be terminated;

then, (1) in the case of CLAUSES (i), (iv) and (v) of this Note, the holder of
this Note may, upon written notice to the Maker or his estate or executor,
declare this Note to be forthwith due and payable, whereupon this Note shall
become forthwith due and payable, both as to principal and interest, without
presentment, demand, protest, or other notice of any kind, all of which are
hereby expressly waived, and (2) in the case of CLAUSES (ii) and (iii) of this
Note, this Note shall forthwith become due and payable both as to principal and
interest, automatically without any action on the part of the holder hereof and
without presentment, demand, protest, or other notice of any kind, all of which
are hereby expressly waived.

                  The provisions hereof shall be binding upon and inure to the
benefit of the holder of this Note and its successors and assigns. This Note may
not be assigned or transferred by the Maker.

                  The Maker agrees to pay all costs of collection, including
reasonable attorneys' fees, incurred by the holder of this Note in collecting or
enforcing this Note, whether in connection with a reorganization, bankruptcy or
other similar proceeding or upon default.


                  This Note shall be governed by the laws of the State of New
York applicable to contracts made and to be performed therein.

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                                                     /s/ Richard S. Miller
                                                     ---------------------------
                                                     Richard S. Miller


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