EXHIBIT 10.34

                                 PROMISSORY NOTE


$420,419.16                                                    December 1, 2001

     FOR VALUE RECEIVED,  Hugh Freund (the "Maker"), with an office at 26 Harbor
Park Drive,  Port  Washington,  New York 11050,  promises to pay to the order of
Sandata  Technologies,  Inc., a Delaware  corporation  (the  "Payee"),  with its
principal place of business at 26 Harbor Park Drive,  Port Washington,  New York
11050,  or at such  other  place as the  holder  hereof  may  from  time to time
designate in writing, in immediately  available funds, the principal sum of FOUR
HUNDRED TWENTY THOUSAND FOUR HUNDRED NINETEEN AND 16/100 DOLLARS  ($420,419.16),
with interest  thereon  computed from the date hereof at the rate of six percent
(6%) per  annum,  compounded  annually.  Interest  shall  accrue  and be payable
annually  on  November  9, 2002,  2003 and 2004.  Principal  and any accrued and
unpaid interest shall be payable on November 9, 2004.

     The holder of this Note shall have full recourse against the undersigned.

     If any of the following  events or conditions shall happen or occur (in any
case an "Event of Default"):  (i) a default by the Maker in the due and punctual
payment of any amount due hereunder;  (ii) the sale of all or substantially  all
of the assets of the Maker;  (iii) the  application by the Maker for, or consent
by the Maker to, the appointment of a receiver,  trustee or liquidator of itself
or of its property;  (iv) the admission in writing by the Maker of his inability
to pay his debts as they mature;  (v) a general  assignment by the Maker for the
benefit  of  creditors;  (vi) the  adjudication  of the Maker as a  bankrupt  or
insolvent;  (vii) the filing by the Maker of a voluntary  petition in bankruptcy
or a  petition  or an answer  seeking  reorganization  or and  arrangement  with
creditors;   (viii)   the   Maker's   taking   advantage   of  any   bankruptcy,
reorganization, insolvency, readjustment of debt, dissolution or liquidation law
or statute or the Maker's filing an answer admitting the material allegations of
a petition  filed against it in any  proceeding  under any such law; or (ix) the
Maker having an involuntary petition in bankruptcy filed against it which is not
dismissed or discharged within ninety (90) days, then and in each and every such
Event of Default, the Payee may, without notice to the Maker, declare the entire
unpaid  principal  amount of this Note then outstanding plus accrued interest to
be forthwith due and payable  whereupon the same shall become  forthwith due and
payable.

     This Note may not be waived,  changed,  modified or discharged  orally, but
only by an agreement in writing, signed by the party against whom enforcement of
any waiver, change, modification or discharge is sought.

     Should the  indebtedness  represented  by this Note or any part  thereof be
collected at law or in equity, or in bankruptcy, receivership or any other court
proceeding  (whether at the trial or  appellate  level),  or should this Note be
placed in the hands of any agent or  attorneys  for  collection  upon default or
maturity,  the Maker  agrees to pay, in  addition  to all other  amounts due and
payable hereunder,  all cost and expenses of collection or attempting to collect
this Note, including reasonable attorneys' fees.

     The Maker and any endorsers  hereof,  for themselves  and their  respective
representatives,  successors  and  assigns,  expressly  (a)  waive  presentment,
demand, protest, notice of dishonor, notice of non-payment,  notice of maturity,
notice of protest,  diligence in collection,  any and all counterclaims and / or
rights of set off and trial by jury and (b)  consent  that the Payee may release
or  surrender,  exchange  or  substitute  any  property or other  collateral  or
security now held or which may  hereafter be held as security for the payment of
this Note, and may release any guarantor, and may extend the time for payment or
otherwise  modify  the  terms of  payment  of any part or the  whole of the debt
evidenced hereby.

     Any notice, demand or request relating to any matter set forth herein shall
be in writing and shall be deemed  effective when hand  delivered,  when mailed,
postage prepaid,  by registered or certified mail, return receipt requested,  or
by overnight mail or nationally recognized overnight courier to the Maker or the
Payee at its address  stated  herein or at such other  address of which it shall
have notified the party giving such notice in writing as aforesaid.

     Payee shall be  entitled  to assign all or any portion of its right,  title
and interest in and to this Note without notice to the Maker,  provided that the
Maker shall  continue to make payments  required  hereunder to Payee until Maker
has received notice of change of payee as provided herein.

     Notwithstanding  any  other  provision  of this  Note,  all  payments  made
hereunder shall be applied first to payment of sums payable hereunder other than
interest  and  principal,  second  to  any  interest  on the  principal  balance
outstanding hereunder, and third to principal.

     This Note may be  prepaid  in whole or in part upon  three (3) days'  prior
written notice to Payee without penalty together with interest thereon up to and
including the date of such  prepayment.  All prepayments of principal  hereunder
shall include payment of interest up to and including the date of prepayment. In
the event that the Maker  shall  prepay  this Note in part,  then the  principal
amount  of  such  prepayment  in  part  shall  be  applied  to the  then  unpaid
installments  of principal in the inverse order of their maturity and the amount
of all payments due hereunder shall not be reduced or stayed.

     This Note shall be governed by the laws of the State of New York, excluding
choice of law principles  thereof.  In the event any clause or part of this Note
shall be held or  declared to be void,  illegal or invalid  for any reason,  all
other  clauses or parts of this Note which can be  effected  without  such void,
illegal or invalid clause or part shall nevertheless  continue in full force and
effect.

                                           ----------------------------
                                                Hugh Freund