EXHIBIT 10.37


                                 REVOLVING NOTE


$15,000,000.00                                                 December 21, 2000

                  FOR VALUE  RECEIVED,  ALPHANET  SOLUTIONS,  INC., a New Jersey
corporation  (the  "Borrower"),  promises  to pay to the  order of  FIRST  UNION
NATIONAL BANK the ("Bank"),  the principal  amount of FIFTEEN MILLION and 00/100
DOLLARS  ($15,000,000.00),  or the aggregate amount of all unpaid Advances under
the Loan made by the Bank to the Borrower, whichever is less, in lawful money of
the United States, together with interest thereon as hereinafter provided.

                  1. The Agreement.  This Revolving Note is issued pursuant to a
certain Loan and Security  Agreement dated June 30, 1997 by and between the Bank
and the Borrower,  as amended (as so amended and as the same is being and may be
hereafter amended, modified or supplemented,  the "Agreement"),  and is entitled
to the benefit of all of the terms thereof.  In this  Revolving  Note, all words
and terms defined in the  Agreement  shall have the  respective  meanings and be
construed as provided  therein,  unless a different meaning clearly appears from
the  context.  Payment of the  principal  amount  hereof and  accrued and unpaid
interest thereon is subject to acceleration as provided in the Agreement.

                  2.  Calculation of Interest.  Interest on the unpaid principal
amount  hereof  shall  accrue from the date hereof  until the earlier of (i) the
occurrence of an Event of Default or (ii) December 31, 2000 (which is defined in
the Agreement as the "Maturity  Date"), at the rates set forth in the Agreement.
Interest  shall be  computed on the basis of the actual  number of days  elapsed
over a year of 360 days.  From and after the  occurrence of an Event of Default,
principal amounts outstanding  hereunder shall bear interest at the default rate
as set forth in the Agreement.

                  3. Payment of Principal and  Interest.  Interest on the unpaid
principal  amount  of each  (i) Base  Rate  Advance  hereunder  shall be due and
payable monthly, on the first day of each month commencing  December,  2000, and
continuing  on the  first day of each  consecutive.  month  thereafter  and (ii)
Adjusted LIBO Rate Advance hereunder shall be due and payable on the last day of
the  Interest  Period but in no event less often than  quarterly  (in which case
such payments  shall be made on the last Working Day of such calendar  quarter),
until the Maturity Date, on which date the entire principal  amount  outstanding
hereunder and any accrued and unpaid interest  thereon shall become  immediately
due and payable in full. Late payments of principal or interest are subject to a
late charge as set forth in the Agreement.

                  4.   Repayments.   The  Borrower  may,  as  described  in  the
Agreement, repay Advances under this Revolving Note; provided, that each partial
repayment  shall be in a  principal  amount  of not less  than  $100,000  or any
multiple thereof.  In the event Borrower for any reason repays any Adjusted LIBO
Rate  Advance on the day which is not the end of an  interest  Period,  Borrower
shall,  upon written  demand by Bank,  pay to Bank the Repayment  Indemnity with
respect to such repayment.  All outstanding principal hereunder shall be due and
payable,  together with any and all accrued  interest  thereon,  on the Maturity
Date.

                  5. Place and Manner of Payment.  All payments of principal and
interest shall be made by the Borrower  directly to the Batik or as set forth in
the Agreement, and such payments shall be made in immediately available funds.

                  6. Waiver.  The Borrower  hereby waives  presentment,  demand,
protest and notice of protest,  and all other  demands and notices in connection
with the  payment  and  enforcement  of this  Revolving  Note,  and  assents  to
extensions of the time of payment,  or forbearance or other indulgence,  without
notice.

                  7. Collateral.  The obligations of the Borrower  hereunder are
secured by the Collateral described in the Agreement. The terms of the Agreement
and the other Loan Documents are incorporated herein by reference.

                  8.  Governing  Law/Execution  and Delivery of Revolving  Note.
This Revolving Note shall be governed by, and construed in accordance  with, the
laws of the State of New Jersey.  This Revolving Note was executed and delivered
by the Borrower to the Bank in the State of New Jersey.

                  9.  Successors  and  Assigns.  This  Revolving  Note  shall be
binding upon the Borrower and its  successors  and/or assigns and shall inure to
the benefit of the Bank and its successors and assigns.

                  10. Prior Notes. This Revolving Note shall supersede,  replace
and  continue,  but shall not be  considered  a repayment  or  novation  of, the
Revolving  Note A and the Revolving Note B, each dated as of January 1, 2000, by
the Borrower to the order of the Bank (the "Prior  Notes").  All  obligations of
the Borrower under the Prior Notes shall be evidenced by, and continued pursuant
to, this Revolving Note.

                  IN WITNESS  WHEREOF,  the Borrower  has caused this  Revolving
Note to be  executed  duly  authorized  officer on the day and year first  above
written and declares this Revolving Note to be a sealed instrument.


ATTEST:                              ALPHANET SOLUTIONS, INC.


By:        JACK P. ADLER             By: WILLIAM S. MEDVE
    ------------------------             -------------------------------------
Name:      JACK P. ADLER           Name: WILLIAM S. MEDVE
Title:     Secretary              Title: Senior Vice President,
                                         Chief Financial Officer and Treasurer