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                                                                   Exhibit 10.34

                              Secured Full-Recourse
                                 PROMISSORY NOTE

$1,538,000                                                        March 23, 2000

         FOR VALUE RECEIVED, RICHARD S. MILLER (the "MAKER"), hereby promises to
pay to OPUS360 CORPORATION (the "PAYEE"), the principal amount of ONE MILLION
FIVE HUNDRED THIRTY EIGHT THOUSAND ($1,538,000) on March 23, 2003, in such coin
or currency of the United States of America as at the time of payment shall be
legal tender therein for the payment of public and private debts, and to pay
interest on the unpaid principal amount from time to time outstanding hereunder
at the rate of 7.00% per annum, compounded annually based on a year of 360 days.
Such interest shall be payable on each anniversary of the date hereof. In
addition, overdue amounts shall be added to principal and the Maker promises to
pay additional interest at 2.00% per annum (to the extent permitted by law) on
overdue amounts, from the due date thereof until the obligation of the Maker
with respect to the payment thereof shall be discharged.

         This Secured Full-Recourse Promissory Note (as amended or otherwise
modified from time to time, the "NOTE") is the Note referred to in the Pledge
Agreement dated as of the date hereof (as amended, supplemented or otherwise
modified from time to time, the "PLEDGE AGREEMENT"), between the Maker and the
Payee. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pledge Agreement.

         The Maker may, at his sole option, at any time and from time to time
prepay this Note, without penalty, in whole or in part, together with interest
on the principal amount so prepaid to the date of such prepayment.

         With respect to each cash dividend or distribution or other cash
payment paid on or with respect to the Pledged Collateral which secures this
Note pursuant to the Pledge Agreement (including, but not limited to, the
proceeds of any sale, transfer or other disposition of the Pledged Collateral)
(each, a "DISTRIBUTION"), the Maker shall make a mandatory prepayment (each, a
"MANDATORY PREPAYMENT") 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
maximum federal, state, and local tax rate applicable to an individual domiciled
in Morristown, New Jersey with respect to such taxable income (taking into
account the deductibility of state and local income tax for federal income tax
purposes). Each such Mandatory Prepayment shall be due and payable immediately
upon receipt by the Maker of the related Distribution and shall be applied by
the Payee as set forth in Section 9 of the Pledge Agreement.

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

         Payment of the principal of and interest on this Note shall be made in
immediately available funds (whether by delivery of cash or a certified check or
a wire transfer) in accordance with the written payment instructions furnished
by the holder of this Note to the Maker from


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time to time. In the absence of such written instructions, payment shall be made
by delivery of cash or a certified check at the principal executive office of
the holder of this Note.

         Should the principal of or interest on this Note become due and payable
on other than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day, and interest shall be payable thereon 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 banking
institutions in the State of New York are authorized or obligated by law or
executive order to close.

         In case of the occurrence of any of the following events (each, an
"EVENT OF DEFAULT"):

                  (i) default shall be made in the payment of principal of or
         interest on this Note, when and as 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 consent to the
         appointment of a receiver, trustee or liquidator, (B) admit in writing
         his inability to pay his debts as they mature, (C) make a general
         assignment for the benefit of creditors, (D) be adjudicated a bankrupt
         or insolvent, (E) file a voluntary petition, or have filed against him
         a petition in bankruptcy or petition or answer seeking a reorganization
         or an arrangement with his creditors, or (F) take advantage of any
         bankruptcy, reorganization, insolvency, readjustment of debt,
         dissolution or liquidation law or statute or file an answer admitting
         the material allegations of a petition filed against him in any
         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 of
         competent jurisdiction, approving a petition seeking reorganization of
         the Maker, or appointing a receiver, trustee or liquidator for the
         Maker;

                  (iv) the Maker shall become or be in default under the
         provisions of this Note or in material default under the provisions of
         (A) the Pledge Agreement, (B) the Amended and Restated Employment
         Agreement dated as of February 2, 2000, between the Payee and the Maker
         (as amended, supplemented or otherwise modified from time to time, the
         "EMPLOYMENT AGREEMENT"), or (C) any other material agreement between
         the Maker and the Payee; or

                  (v) the employment of the Maker with the Payee and its
         subsidiaries (whether pursuant to 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 Note to be forthwith due and payable, whereupon this Note shall
become forthwith due and 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, this Note shall

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forthwith become due and payable both as to principal and interest,
automatically without any action on the part of the holder hereof and without
presentment, demand, protest, or other notice of any kind, all of which are
hereby expressly waived.

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

         The Maker agrees to pay all costs of collection, including reasonable
attorneys' fees, incurred by the holder of this Note in collecting or enforcing
this Note, whether in connection with a reorganization, bankruptcy or other
similar proceeding or upon default.

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         This Note shall be governed by the laws of the State of New York
applicable to contracts made and to be performed therein.

                                           /s/ Richard S. Miller
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                                           Richard S. Miller