**Exhibit 10.34A**

Amended and RestatedPromissory Note

| $1,816,700 |   | November 21, 2000 |
|------------|--------|-------------------|

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**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 SEVENHUNDRED**($1,816,700) on March 23, 2003, in such coin or currency ofthe United States of America as at the time of payment shall be legal tendertherein for the payment of public and private debts, and to pay interest on theunpaid principal amount from time to time outstanding hereunder at the rate of7.00% per annum, compounded annually based on a year of 360 days. Such interestshall be payable on March 23, 2003.  Inaddition, overdue amounts shall be added to principal and the Maker promises topay additional interest at 2.00% per annum (to the extent permitted by law) onoverdue amounts, from the due date thereof until the obligation of the Makerwith respect to the payment thereof shall be discharged.

This Amended and Restated Promissory Note (as amended orotherwise modified from time to time, the “Note”) is the Note referredto in the Amended and Restated Pledge Agreement dated as of the date hereof (asamended, supplemented or otherwise modified from time to time, the “PledgeAgreement”), between the Maker and the Payee.  Capitalized terms used but not defined herein have the meaningsassigned to such terms in the Pledge Agreement.  This Note is issued to re-evidence the unpaid principal portionof 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-RecoursePromissory Note dated March 23, 2000 (the “Prior Note”), together with anadditional loan amount of $278,700 made as of the date hereof by Payee toMaker.  This Note is an amendment,restatement and renewal of the Prior Note and Maker’s obligation to payinterest accrued under the Prior Note on the principal amount outstandingthereunder through the date hereof shall continue until satisfied.  In all other respects the obligations ofMaker under the Prior Note shall be superseded by this Note and the Amended andRestated Pledge Agreement.

Recourse of Payee for the payment of Maker’s obligationsunder this Note shall be limited to the Pledged Collateral that secures thisNote pursuant to the Pledge Agreement and the Payee shall have no recourseagainst any other assets of Maker for any payment due hereunder.

The Maker may, at his sole option, at any time and fromtime to time prepay this Note, without penalty, in whole or in part, togetherwith interest on the principal amount so prepaid to the date of suchprepayment.

Withrespect to each cash dividend or distribution or other cash payment paid on orwith respect to the Pledged Collateral which secures this Note pursuant to thePledge 

 

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Agreement  (including, but not limited to, the proceedsof any sale, transfer or other disposition of the Pledged Collateral) (each, a“Distribution”), the Maker shall make a mandatory prepayment (each, a “MandatoryPrepayment”) 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 maximumfederal, state, and local tax rate applicable to an individual domiciled inMorristown, New Jersey with respect to such taxable income (taking into accountthe deductibility of state and local income tax for federal income taxpurposes).  Each such MandatoryPrepayment shall be due and payable immediately upon receipt by the Maker ofthe related Distribution and shall be applied by the Payee as set forth inSection 9 of the Pledge Agreement.

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

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

Should the principal of or interest on this Notebecome due and payable on other than a Business Day, the maturity thereof shallbe extended to the next succeeding Business Day, and interest shall be payablethereon 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 bankinginstitutions in the State of New York are authorized or obligated by law orexecutive order to close.

In case of the occurrence of any of the following events(each, an “Event of Default”):

(i)   defaultshall be made in the payment of principal of or interest on this Note, when andas 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 consentto the appointment of a receiver, trustee or liquidator, (B) admit in writinghis inability to pay his debts as they mature, (C) make a general assignmentfor the benefit of creditors, (D) be adjudicated a bankrupt or insolvent, (E)file a voluntary petition, or have filed against him a petition in bankruptcyor petition or answer seeking a reorganization or an arrangement with hiscreditors, or (F) take advantage of any bankruptcy, reorganization, insolvency,readjustment of debt, dissolution or liquidation law or statute or file ananswer admitting the material allegations of a petition filed against him inany 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 ofcompetent jurisdiction, approving a 

 

 

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petitionseeking reorganization of the Maker, or appointing a receiver, trustee orliquidator for the Maker;

(iv)          the Maker shall become or be indefault under the provisions of this Note or in material default under theprovisions of (A) the Pledge Agreement, (B) the Amended and Restated EmploymentAgreement dated as of February 2, 2000, between the Payee and the Maker (asamended, supplemented or otherwise modified from time to time, the “EmploymentAgreement”), or (C) any other material agreement between the Maker and thePayee; or

(v)           theemployment of the Maker with the Payee and its subsidiaries (whether pursuantto 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 Noteto be forthwith due and payable, whereupon this Note shall become forthwith dueand 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, thisNote shall forthwith become due and payable both as to principal and interest,automatically without any action on the part of the holder hereof and withoutpresentment, demand, protest, or other notice of any kind, all of which arehereby expressly waived.

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

The Maker agrees to pay all costs of collection,including reasonable attorneys’ fees, incurred by the holder of this Note incollecting 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 ofNew York applicable to contracts made and to be performed therein.

 
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| Richard  S. Miller |

 

 

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