Exhibit 10(i)
                            PROMISSORY NOTE


$10,000,000.00                                                      May 24, 1995


      For Value Received,  COMPUTER  HORIZONS CORP., a corporation  formed under
the laws of the State of New York (the  "Borrower"),  hereby  promises to pay to
the order of THE BANK OF NEW YORK NATIONAL  ASSOCIATION (the "Bank"), at its 385
Rifle Camp Road,  West  Paterson,  New Jersey  office,  the principal sum of Ten
Million and 00/1OO Dollars  ($10,000,000.00)  or the aggregate  unpaid principal
amount of all advances made by the Bank to the Borrower (which  aggregate unpaid
principal  amount  shall be equal to the  amount  duly  endorsed  and set  forth
opposite the date last appearing on the schedule attached hereto),  whichever is
less.

      Each advance  hereunder (an  "Advance")  shall bear interest at a rate per
annum equal to (1) the Alternate Base Rate (as hereinafter defined), or (2) such
rate (a  "Eurodollar  Rate") as is equal to,  during  each  Eurodollar  Interest
Period (as hereinafter  defined),  the sum of one percent (1%) plus the quotient
of LIBOR (as hereinafter defined) for such Eurodollar Interest Period divided by
one (1) minus the Eurodollar Reserve (as hereinafter defined),  which Eurodollar
Rate shall change on the effective date of any change in the Eurodollar Reserve,
(3) such rate (a "Note  Rate") as shall be  agreed to  between  the Bank and the
Borrower at the time of such  Advance,  which Note Rate shall remain fixed until
the maturity date of such Advance as shall be agreed to between the Bank and the
Borrower at the time of such Advance, or (4) such rate (a "Daily Rate") as shall
be  agreed  to  between  the Bank and the  Borrower  each  day such  Advance  is
outstanding,  but,  in each  case,  in no event in  excess of the  maximum  rate
permitted by law. Any Advance  hereunder  which shall not be paid when due shall
bear  interest  at a rate per annum  equal to the  Alternate  Base Rate plus two
percent  (2%),  but in no event in excess of the maximum rate  permitted by law.
Interest  shall be computed on the basis of a 360 day year for the actual number
of days elapsed.

As used in this note:

             (a) "Alternate Base Rate" shall mean, for any day, a rate per annum
equal to the  higher of (i) the  prime  commercial  lending  rate of the Bank as
publicly  announced to be in effect from time to time,  such rate to be adjusted
automatically, without notice, on the effective date of any change in such rate,
and (ii) the  Federal  Funds  Rate in  effect  on such day plus  one-half of one
percent (1/2%);

             (b)  "Alternate  Base Rate  Advance"  shall mean any Advance  which
bears interest at the Alternate Base Rate;

             (c) "Business Day" shall mean (i) any day other than a day on which
commercial banks in New York, New York are required or permitted by law to close
and (ii) with respect to Eurodollar  Rate Advances,  any day specified in clause
(i) of this definition  which is also a day on which  commercial  banks are open
for domestic and international business,  including dealings in Dollar deposits,
in London, England and New York, New York;

             (d)  "Daily  Rate  Advance"  shall  mean any  Advance  which  bears
interest at a Daily Rate.
<PAGE>
             (e) "Dollar"  and "$" shall mean lawful money of the United  States
of America;

             (f)  "Eurodollar  Interest  Period" shall mean, with respect to any
Eurodollar Rate Advance,  a period selected by the Borrower on not less than two
Business Days' prior notice to the Bank  commencing on the date such  Eurodollar
Rate  Advance  is made and  ending  one (1)  month,  two (2) months or three (3)
months thereafter;  provided,  however,  that (i) any Eurodollar Interest Period
which would otherwise end on a day which is not a Business Day shall be extended
to the  immediately  succeeding  Business Day unless such  Business Day falls in
another calendar month (in which case such Eurodollar  Interest Period shall end
on the immediately  preceding Business Day), (ii) no Eurodollar  Interest Period
shall end after the date until which the line of credit under which Advances may
be made is held  available to the  Borrower,  (iii) if any  Eurodollar  Interest
Period begins on a day for which there is no  numerically  corresponding  day in
the calendar month during which such Eurodollar  Interest Period is to end, such
Eurodollar  Interest  Period shall end on the last Business Day of such calendar
month, and (iv) no Eurodollar Interest Period shall be less than one (1) month;

             (g)  "Eurodollar  Rate Advance"  shall mean any Advance which bears
interest at a Eurodollar Rate;

             (h)  "Eurodollar  Reserve"  shall mean the  aggregate  of the rates
(expressed as a decimal) of reserve requirements (including, without limitation,
basic,  supplemental,  marginal and  emergency  reserves)  under any  regulation
promulgated  by the Board of  Governors  of the Federal  Reserve  System (or any
other  governmental  authority having  jurisdiction  over the Bank) as in effect
from time to time, dealing with reserve requirements prescribed for eurocurrency
funding (including, without limitation, any reserve requirements with respect to
"Eurocurrency  liabilities"  under Regulation D of the Board of Governors of the
Federal Reserve System);

             (i)  "Federal  Funds Rate" shall mean,  for any day,  the  weighted
average of the rates on overnight Federal funds transactions with the members of
the Federal Reserve System  arranged by Federal funds brokers,  as published for
such day (or if such day is not a Business  Day, for the  immediately  preceding
Business Day) by the Federal Reserve Bank of New York, or if such rate is not so
published  for any day which is a Business  Day, the average of  quotations  for
such day on such  transactions  received  by the Bank from three  Federal  funds
brokers of recognized standing selected by the Bank;

             (j) "LIBOR" shall mean, with respect to any Eurodollar Rate Advance
for the then current Eurodollar  Interest Period relating thereto,  the rate per
annum  quoted by the Bank two (2)  Business  Days prior to the first day of such
Eurodollar  Interest  Period for the  offering  by the Bank to prime  commercial
banks  in  the  London  interbank   Eurodollar  market  of  Dollar  deposits  in
immediately  available  funds  for a period  equal to such  Eurodollar  Interest
Period and in an amount equal to the amount of such Eurodollar Rate Advance; and

             (k) "Maturity  Date" shall mean, (x) with respect to any Eurodollar
Rate Advance, the last Business Day of the Eurodollar Interest Period applicable
to such Eurodollar Rate Advance,  and (y) with respect to any Note Rate Advance,
the date  agreed to between  the Bank and the  Borrower at the time of such Note
Rate Advance.

             (1) "Note Rate Advance" shall mean any Advance which bears interest
at a Note Rate.
<PAGE>
      Each  Alternate  Base Rate  Advance  shall be payable ON DEMAND and may be
prepaid in whole at any time or in part from time to time.  Each Eurodollar Rate
Advance  shall be payable on the Maturity Date of such  Eurodollar  Rate Advance
and, except as otherwise  provided herein, the Borrower shall not have the right
to prepay such Eurodollar Rate Advance.  Each Note Rate Advance shall be payable
on the Maturity Date of such Advance,  and the Borrower shall not have the right
to prepay such Note Rate  Advance.  Each Daily Rate Advance  shall be payable ON
DEMAND  and may be prepaid in whole at any time or in part from time to time and
shall be prepaid in the event that the Bank and the  Borrower  shall not be able
to agree on any day on the Daily Rate applicable thereto.

      Interest on each Alternate  Base Rate Advance shall be payable  monthly on
the last day of each month,  and at maturity.  Interest on each  Eurodollar Rate
Advance  and each  Note Rate  Advance  shall be  payable  on the  Maturity  Date
thereof.  Interest on each Daily Rate Advance shall be payable  daily.  Upon any
prepayment of Alternate Base Rate Advances or Daily Rate Advances,  the Borrower
shall pay interest on the amount so prepaid to the date of such prepayment.

      If any  payment  hereof  becomes  due and  payable  on a day other  than a
Business  Day, such payment  shall be extended to the next  succeeding  Business
Day;  provided,  however,  that  in the  case of a  payment  in  respect  of the
principal amount of a Eurodollar Rate Advance,  if such next succeeding Business
Day  falls  in  another  calendar  month,  such  payment  shall  be  due  on the
immediately  preceding Business Day. If the date for any payment of principal is
so extended, interest thereon shall be payable for the extended time.

      The Borrower  agrees to indemnify  the Bank and to hold the Bank  harmless
from and against all losses and expenses  that the Bank may sustain or incur (x)
if the  Borrower  makes any  payment of the  principal  of any  Eurodollar  Rate
Advance on a day other than the Maturity  Date  thereof or (y) if the  Borrower,
for any reason whatsoever,  fails to complete a borrowing of any Eurodollar Rate
Advance on the date  specified  therefor after notice thereof has been given and
the Bank has determined to make such Eurodollar Rate Advance (including, without
limitation,  in each case, any interest  payable by the Bank to lenders of funds
obtained by the Bank in order to make or maintain such Eurodollar Rate Advance).

      In the event that any applicable law,  treaty or  governmental  regulation
(whether  now  or  hereafter  in  effect),  or  any  change  therein  or in  the
interpretation  or  application  thereof,  or  compliance  by the Bank  with any
request or  directive  (whether or not having the force of law) from any central
bank or other financial, monetary or other authority, shall (I) subject the Bank
to any tax of any kind  whatsoever  with respect to this note or any  Eurodollar
Rate  Advance  or  change  the  basis of  taxation  of  payments  to the Bank of
principal,  interest,  fees or any other amount  payable under this note (except
for  changes  in the rate of tax on the  overall  net  income of the Bank by the
jurisdiction  in which the Bank  maintains its principal  office),  (II) impose,
modify or hold applicable any reserve,  special  deposit,  assessment or similar
requirement  against  assets  held by, or  deposits  in or for the  account  of,
advances  or loans by, or other  credit  extended  by,  any  office of the Bank,
including  (without  limitation)  pursuant  to  Regulation  D of  the  Board  of
Governors  of the Federal  Reserve  System,  or (III)  impose on the Bank or the
London interbank Eurodollar market any other condition with respect to this note
or any  Eurodollar  Rate  Advance,  and the result of any of the foregoing is to
increase  the cost to the Bank of  making or  maintaining  any  Eurodollar  Rate
Advance by an amount  that the Bank deems to be material or to reduce the amount
of any payment  (whether of principal,  interest or otherwise) in respect of any
Eurodollar  Rate Advance by an amount that the Bank deems to be material,  then,
in any such case, the Borrower shall promptly pay to the Bank,  upon its demand,
such  additional  amount as will compensate the Bank for such additional cost or
such reduction, as the case may be; provided,  however, that the foregoing shall
not apply to increased costs which are reflected in a Eurodollar Rate.
<PAGE>
      Notwithstanding any other provision hereof, if any applicable law, treaty,
regulation  or directive of any  government  or any agency,  instrumentality  or
authority thereof, or any change therein or in the interpretation or application
thereof,  shall make it unlawful for the Bank (or the office or branch where the
Bank makes or maintains any Eurodollar  Rate Advance) to maintain any Eurodollar
Rate  Advance,  the  Borrower  shall,  if any  Eurodollar  Rate  Advance is then
outstanding,  promptly upon request from the Bank, either prepay such Eurodollar
Rate Advance,  together with accrued  interest on the amount prepaid to the date
of  prepayment,  or, at the  Borrower's  option,  convert such  Eurodollar  Rate
Advance  into  an  Alternate  Base  Rate  Advance.  If any  such  prepayment  or
conversion  of any  Eurodollar  Rate  Advance  is made on a day  that is not the
Maturity Date thereof,  the Borrower shall also pay to the Bank, upon the Bank's
request,  such amount or amounts as may be necessary to compensate  the Bank for
any  loss or  expense  sustained  or  incurred  by the Bank in  respect  of such
Eurodollar Rate Advance as a result of such prepayment or conversion,  including
(without  limitation)  any  interest  or other  amounts  payable  by the Bank to
lenders  of  funds  obtained  by the  Bank in  order  to make or  maintain  such
Eurodollar Rate Advance.

      A certificate of the Bank setting forth such amount or amounts as shall be
necessary to compensate the Bank as specified in the immediately preceding three
paragraphs,  submitted by the Bank to the Borrower,  shall be conclusive  absent
manifest  error,  and the  obligations  of the  Borrower  under the  immediately
preceding three paragraphs shall survive payment of this note and all Advances.

      If the Bank shall make a new Advance on a day on which the  Borrower is to
repay an Advance,  the Bank shall apply the  proceeds of the new Advance to make
such  repayment and only the amount by which the amount being  advanced  exceeds
the amount being repaid  shall be made  available to the Borrower in  accordance
with the terms of this note.
<PAGE>
      The Borrower hereby authorizes the Bank to accept telephonic  instructions
from a duly  authorized  representative  of the  Borrower  to make an Advance or
receive a payment  hereof,  and to endorse on the schedule  attached  hereto the
amount of all Advances and all principal  payments  hereof received by the Bank,
the interest  rate  applicable  to each  Advance and the  Maturity  Date of each
Eurodollar Rate Advance and each Note Rate Advance.

      The Bank is hereby  authorized to charge the  Borrower's  deposit  account
maintained at the Bank for each  principal  prepayment  hereof on the date made,
and for each  principal  payment and for each interest  payment due hereunder on
the due date  thereof.  The Bank shall  credit the  Borrower's  deposit  account
maintained  at the  Bank in the  amount  of  each  Advance  on the  date of such
Advance,  which credit shall be confirmed to the Borrower by standard  advice of
credit.  The  Borrower  agrees  that the actual  crediting  of the amount of any
Advance to the Borrower's deposit account shall constitute  conclusive  evidence
that such  Advance  was made,  and neither the failure of the Bank to endorse on
the  schedule  attached  hereto the amount of any  Advance,  the  interest  rate
applicable to any Advance or the Maturity Date of any Eurodollar Rate Advance or
any Note Rate  Advance,  nor the  failure  of the Bank to  forward  an advice of
credit to the Borrower, shall affect the Borrower's obligations hereunder.

      All payments  hereof shall be made in lawful money of the United States of
America and in immediately available funds.

      All Advances,  together with all accrued  interest  thereon,  shall become
immediately and  automatically  due and payable,  without  demand,  presentment,
protest  or  notice  of any  kind,  upon  the  insolvency,  general  assignment,
receivership,  bankruptcy  or  dissolution  of the  Borrower.  The Borrower does
hereby forever waive presentment,  demand, protest, notice of protest and notice
of nonpayment or dishonor of this note.

      The Borrower  hereby agrees to pay all costs and expenses  incurred by the
Bank  incidental  to or in any way  relating  to the Bank's  enforcement  of the
obligations  of the Borrower  hereunder or the  protection  of the Bank's rights
hereunder,  including,  but not  limited  to,  reasonable  attorneys'  fees  and
expenses incurred by the Bank.

      No  failure  on the  part  of the  Bank  to  exercise,  and  no  delay  in
exercising,  any  right,  remedy or power  hereunder  shall  operate as a waiver
thereof,  nor shall any  single or  partial  exercise  by the Bank of any right,
remedy or power hereunder  preclude any other or future exercise  thereof or the
exercise of any other right, remedy or power.

      Each and every  right,  remedy  and power  hereby  granted  to the Bank or
allowed it by law or other  agreement  shall be cumulative and not exclusive the
one of any other, and may be exercised by the Bank from time to time.

      Every  provision of this note is intended to be severable;  if any term or
provision of this note shall be invalid, illegal or unenforceable for any reason
whatsoever,   the  validity,   legality  and  enforceability  of  the  remaining
provisions hereof shall not in any way be affected or impaired.

      This note is an amendment and  restatement  of the  Borrower's  promissory
note  dated  June 14,  1994,  payable  to the order of the Bank in the  original
principal  amount of $5,000,000 (the "Existing  Note") and is not being given by
the  Borrower  nor  accepted by the Bank in payment of the  Existing  Note.  All
advances  outstanding under the Existing Note (the "Existing Advances") together
with  interest  accrued  thereon,  shall  on the date  hereof  be  deemed  to be
outstanding  under this note;  provided that interest on Existing Advances shall
continue to accrue at the rate  provided in the Existing Note until the maturity
date of each Existing Advance.

*Wherever  in this Note  reference  is made to payable "on or upon  demand",  it
 shall be changed to read "as long as Computer Horizons Corp. is not in default,
 there must be a minimum of two weeks written notice".


      THE BORROWER WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
ARISING OUT OF, BASED UPON, OR IN ANY WAY CONNECTED TO, THIS NOTE.

      THE  PROVISIONS  OF THIS NOTE SHALL BE CONSTRUED AND  INTERPRETED  AND ALL
RIGHTS AND OBLIGATIONS  HEREUNDER  DETERMINED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW JERSEY.


                              COMPUTER HORIZONS CORP.


                              By: /s/ David W. Bialick
                              Title: Vice President
<PAGE>
<TABLE>
<CAPTION>
                                 Schedule to


                  Promissory Note - COMPUTER HORIZONS CORP.


Date of        Amount of      Type of        Maturity Date       Interest       Amount of      Aggregate      Unpaid
Advance        Advance        Advance*       of Advance**        Rate***        Payment        Principal      Amount
-------        ---------      --------       -------------       --------       ---------      ---------      ------
<S>            <C>            <C>            <C>                 <C>            <C>            <C>            <C>























</TABLE>
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*   Insert "Alternate Base Rate" (or "ABR")  "Eurodollar  Rate",  "Note Rate" or
    "Daily Rate" as applicable.

**  Only applicable for Eurodollar Rate Advances and Note Rate Advances.

*** For  Alternate  Base  Rate  Advances,  insert  "ABR".  For  Eurodollar  Rate
    Advances,  Note Rate  Advances  and Daily Rate  Advances,  insert the actual
    interest rate.