REVOLVING NOTE B

$13,000,000.00                                           As of January 1, 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 THIRTEEN MILLION and 00/100
DOLLARS  ($13,000,000.00),  or the aggregate amount of all unpaid Advances under
Loan B 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  January,  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 Bank 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. This Revolving Note shall be governed by,
and construed in accordance with, the laws of 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  Note.  This  Revolving  Note  shall  supersede,
replace and  continue,  but shall not be  considered a repayment or novation of,
the note dated September 28, 1999, by the Borrower to the order of the Bank (the
"Prior  Note").  All  obligations  of the Borrower under the Prior Note shall be
evidenced by, and continued pursuant to, this Revolving Note.


                     IN WITNESS WHEREOF,  the Borrower has caused this Revolving
Note to be  executed  by its 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:    David M. Gordon
  -----------------------------              ----------------------
Name:  Jack P. Adler                     Name:  David M. Gordon
Title: Secretary                         Title: Vice President, Treasurer & CFO