<PAGE>
                                                                  Exhibit 10.33
                                                                  EXECUTION COPY

     AMENDED AND RESTATED NON-STATUTORY OPTION AGREEMENT dated as of February 2,
2000 (the "AGREEMENT"), by and between OPUS360 CORPORATION, a Delaware
corporation (the "COMPANY"), and RICHARD S. MILLER (the "OPTIONEE")

     The Company and the Optionee are parties to the Existing Non-Statutory
Option Agreement (as defined below), pursuant to which the Company agreed to
grant to the Optionee on the Existing Grant Date (as defined below) an option to
purchase shares of the Company's common stock. The parties hereto desire to
amend and restate the Existing Non-Statutory Option Requirement to provide for,
among other things, (i) the amendment of the Existing Option 3 Shares (as
defined below) and (ii) the modification and amendment of certain other terms
and conditions of the Existing Non-Statutory Stock Option Agreement. The Company
and the Optionee desire and have agreed to amend and restate the Existing
Non-Statutory Option Agreement in its entirety as and pursuant to this Agreement

     As a material inducement to the Optionee to enter into the Employment
Agreement (as defined below), the Company, acting through its Board of Directors
or a committee thereof, grants to the Optionee as of the Grant Date an option to
purchase shares ("SHARES") of the Company's Common Stock (as defined below) on
the terms and subject to the conditions set forth in this Agreement. Certain
definitions used herein are set forth in Section 10 hereto. This Agreement is
the "NSO AGREEMENT" referred to in Section 5(e)(ii) of the Employment Agreement.

     NOW THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree that the Existing
Non-Statutory Option Agreement shall be amended and restated in its entirety to
read as follows:

SECTION 1.     OPTION; OPTION PRICE.

     (a) On the terms and subject to the conditions of this Agreement, the
Company hereby grants the Optionee as of the Grant Date the option (the
"OPTION") to purchase (i) up to 200,000 Shares (as adjusted from time to time to
reflect any Adjustment Event, the "OPTION 1 SHARES") at a price of $4.00 per
Share (as adjusted from time to time to reflect any Adjustment Event, the
"OPTION 1 PRICE"), (ii) up to 400,000 Shares (as adjusted from time to time to
reflect any Adjustment Event, the "OPTION 2 SHARES") at a price of $4.00 per
Share (as adjusted from time to time to reflect any Adjustment Event, the
"OPTION 2 PRICE") and (iii) up to 383,055 Shares (as adjusted from time to time
to reflect any Adjustment Event, the "OPTION 3 SHARES" and together with the
Option 1 Shares and the Option 2 Shares, the "OPTION SHARES") at a price of
$12.00 per Share (as adjusted from time to time to reflect any Adjustment Event,
the "OPTION 3 PRICE" and together with the Option 1 Price and the Option 2
Price, the "OPTION PRICE"). The Option is NOT intended to qualify for federal
income tax purposes as an "incentive stock option" within the meaning of Section
422 of the Code.


<PAGE>

                                                                  EXECUTION COPY

     (b) Any changes to the number of the Option Shares and the Option Price
based on an Adjustment Event shall be made by the Board in good faith and shall
be binding on and conclusive to the Optionee.

SECTION 2.     TERM.

         The term of the Option (the "TERM") shall commence on February 2, 2000
(the "GRANT DATE") and shall expire at 5:00 p.m., New York time, on February 2,
2010, unless the Optionee's employment with the Company shall have theretofore
been terminated for Cause, in which case the Option shall terminate as of the
effective date of such termination of employment.

SECTION 3.     TIME OF EXERCISE.

     (a) Unless accelerated in the sole discretion of the Compensation
Committee, the Option shall become exercisable, if at all, for the number of the
Option Shares determined in accordance with the provisions of this Section 3.

     (b) The Option with respect to all of the Option 1 Shares shall become
exercisable on the Grant Date.

     (c) The Option with respect to the Option 2 Shares shall become exercisable
on the dates and in the numbers determined in accordance with the following
schedule:

<TABLE>
<CAPTION>

                                                   Portion of Option 2
     Vesting Date                                      Shares Vested
     ------------                                      -------------
<S>                                                <C>

     Six-month anniversary of the Grant Date              6/36
     Each month thereafter for 30 months                  1/36

</TABLE>

     (d) The Option with respect to the Option 3 Shares shall become exercisable
on the dates and in the numbers determined in accordance with the following
schedule:

<TABLE>
<CAPTION>

                                                   Portion of Option 3
     Vesting Date                                     Shares Vested
     ------------                                  -------------------
<S>                                                       <C>
     Six-month anniversary of the Grant Date              6/36
     Each month thereafter for 30 months                  1/36

</TABLE>

     (e) Upon the termination of the Optionee's employment with the Company all
vesting shall cease and the Option shall only be exercisable as to the Vested
Shares at the time of such termination and shall thereafter be exercisable for
the period provided in the Agreement or in the Plan (as if this Option was an
Option under the Plan) PROVIDED THAT:

          (i) upon the termination of the Optionee's employment with the Company
     pursuant to an Involuntary Termination the Optionee will be credited with
     12 additional months' employment after such termination and the Option
     shall continue to vest


<PAGE>

                                                                  EXECUTION COPY

     according to the vesting schedule set forth herein for such 12-month
     period, and shall be exercisable by the Optionee until the end of the Term;

          (ii) upon the termination of the Optionee's employment with the
     Company without Cause or with Good Reason, the Option shall continue to
     vest according to the vesting schedule set forth herein until fully vested
     as if the Optionee's employment had continued until the Option had fully
     vested, and shall be exercisable by the Optionee until the end of the Term;

          (iii) upon the termination of the Optionee's employment with the
     Company because of Poor or Incompetent Performance, the Optionee will be
     credited with 12 additional months' employment after such termination and
     the Option shall continue to vest according to the vesting schedule set
     forth herein for such 12-month period, and shall be exercisable by the
     Optionee until the end of the Term; and

          (iv) upon the termination of the Optionee's employment with the
     Company pursuant to the Company's Right Not To Extend, the Option shall
     continue to vest according to the vesting schedule set forth herein for 12
     months following the effective date of such termination, and shall be
     exercisable by the Optionee until the end of the Term.

     (f) Following the termination of the Optionee's employment with the Company
for any reason other than for Cause, vesting pursuant to subparagraph (i)
through (iv) of Section 3(e) and exercisability of the Option shall be
conditioned on the Optionee's compliance with Sections 11 and 12 of the
Employment Agreement.

SECTION 4.     PROCEDURE FOR EXERCISE.

     (a) The Option may be exercised with respect to Vested Shares, from time to
time, in whole or in part (but for the purchase of whole Shares only), by
delivery of a written notice (the "EXERCISE NOTICE") from the Optionee to the
Secretary of the Company, which Exercise Notice shall:

          (i) state that the Optionee elects to exercise the Option;

          (ii) state the number and type (e.g., Option 1 Shares or Option 2
     Shares) of Vested Shares with respect to which the Optionee is exercising
     the Option (the "OPTIONED SHARES");

          (iii) state the method of payment for the Optioned Shares;

          (iv) include any representations of the Optionee required under
     Section 6;

     and

          (v) state the date upon which the Optionee desires to consummate the
     purchase of such Vested Shares (which date must be prior to the termination
     of the Option).


<PAGE>

                                                                  EXECUTION COPY

     (b) Payment of the Option Price for the Vested Shares to be purchased on
the exercise of the Option may be made in one of the following forms:

          (i) cash or personal or certified check payable to the Company;

          (ii) the surrender of previously acquired Shares that have been held
     by the Optionee for at least six months prior to the date of surrender;

          (iii) with respect to the Option 1 Shares only, by authorizing the
     Company to withhold a number of Shares otherwise issuable pursuant to the
     exercise of the Option; or

          (iv) following such time as the Common Stock is registered under the
     Securities Act, through a broker cashless exercise procedure approved by
     the Company, which approval shall not be unreasonably denied.

The Company hereby agrees that it shall use its commercially reasonable efforts
to assist the Optionee in obtaining financing to pay the Option Price and in the
event that the Optionee borrows funds to pay the Option Price, the Company shall
guarantee such Optionee loan.

     (c) The Company shall be entitled to require as a condition of delivery of
the Option Shares that the Optionee remit or, in appropriate cases, agree to
remit when due an amount sufficient to satisfy all current or estimated future
federal, state and local income tax withholding and the employee's portion of
any employment taxes related thereto. Such withholding obligation may be paid in
one of the following forms:

          (i) in cash or personal or certified check payable to the Company;

          (ii) the surrender of previously acquired Shares that have been held
     by the Optionee for at least six months prior to the date of surrender; or

          (iii) with respect to the Option 1 Shares only, by authorizing the
     Company to withhold a number of Shares otherwise issuable pursuant to the
     exercise of the Option, PROVIDED, HOWEVER, that in such event, the number
     of shares to be so withheld shall be calculated using the minimum statutory
     withholding rates for federal and state tax purposes, including payroll
     taxes, that are applicable to the taxable event then applicable to the
     Option;

          (iv) following such time as the Common Stock is registered under the
     Securities Act, through a broker cashless exercise procedure approved by
     the Company, which approval shall not be unreasonably denied.

The Company hereby agrees that it shall use its commercially reasonable efforts
to assist the Optionee in obtaining financing to pay the withholding obligation
and in the event that the Optionee borrows funds to satisfy such withholding
obligation, the Company shall guarantee such Optionee loan.


<PAGE>

                                                                  EXECUTION COPY

     (d) The Optionee shall deliver to the Company a copy of any election filed
by the Optionee with the Internal Revenue Service (the "IRS") under Section
83(b) of the Code no later than 30 days following the filing of such election
with the IRS.

SECTION 5.     NO RIGHTS AS A HOLDER OF OPTION SHARES.

     The Optionee shall not have any rights or privileges of a stockholder of
the Company with respect to the Option Shares until the date of payment for such
Option Shares pursuant to the exercise of the Option.

SECTION 6.     ADDITIONAL PROVISIONS RELATED TO EXERCISE.

     In the event of the exercise of the Option at a time when there is not in
effect a registration statement under the Securities Act relating to the Option
Shares, the Optionee hereby represents and warrants, and by virtue of such
exercise shall be deemed to represent and warrant, to the Company that the
Option and the Option Shares are being acquired for investment only and not with
a view to the distribution thereof, and the Optionee shall provide the Company
with such further representations and warranties as the Board may require in
order to ensure compliance with applicable federal and state securities, "blue
sky" and other laws. No Option Shares shall be purchased upon the exercise of
the Option unless and until the Company and the Optionee shall have complied
with all applicable federal or state registration, listing and qualification
requirements and all other requirements of law or of any Government Entity
having jurisdiction. Each of the Company and the Optionee shall use reasonable
efforts to comply with all applicable federal or state registration, listing
and/or qualification requirements and all other requirements of law or of any
Governmental Entity having jurisdiction in connection with the exercise of the
Option.

SECTION 7.     RESTRICTION ON TRANSFER OF OPTION AND OPTION SHARES.

     (a) The Option may not be Transferred by the Optionee except by the laws of
descent and distribution and may be exercised during the lifetime of the
Optionee only by the Optionee; PROVIDED, HOWEVER, that the Option may be
Transferred by the Optionee during his lifetime to a member of his immediate
family or to a trust established for the benefit of an immediate family member.
If the Optionee dies, the Option shall thereafter be exercisable, during the
period specified in Section 3, by the Optionee's Representatives to the full
extent to which the Option was exercisable by the Optionee at the time of his
death, subject to and in accordance with the provisions of Sections 3 and 4. The
Option shall not be subject to execution, attachment or similar process. Any
attempted Transfer of the Option contrary to the provisions hereof, and the levy
of any execution, attachment or similar process upon the Option, shall be null
and void and without effect.

     (b) Prior to the consummation of the initial public offering of the
Company's Common Stock (the "IPO"), the Option Shares may not be Transferred by
the Optionee without the prior written consent of the Company. The Optionee
agrees to sign the Lock-Up Agreement in connection with the IPO substantially in
the form signed by all executive officers.



<PAGE>

                                                                  EXECUTION COPY

SECTION 8.     RESTRICTIVE LEGEND.

     (a) All certificates representing Option Shares issued upon exercise of the
Option shall bear a legend (the "RESTRICTIVE LEGEND") substantially as set forth
below:

     'THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
     "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE
     OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
     AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM,
     OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
     THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS."

     (b) The Restrictive Legend shall be removed from a certificate representing
Option Shares if such Securities are sold pursuant to an effective registration
statement under the Securities Act or there is delivered to the Company such
satisfactory evidence, which may include an opinion of independent counsel, as
reasonably may be requested by the Company, to confirm that neither such legend
nor the restrictions on transfer set forth therein are required to ensure that
transfers of such shares will not violate the registration and prospectus
delivery requirements of the Securities Act.

SECTION 9.     OPTIONEE'S EMPLOYMENT.

     Nothing contained in this Agreement or in the Option shall confer upon the
Optionee any right to continue in the employ of the Company or any of its
Subsidiaries or interfere in any way with the right of the Company or any of its
Subsidiaries to terminate the Optionee's employment or to increase or decrease
the Optionee's compensation at any time. The foregoing shall not be construed to
modify the Optionee's rights under the Employment Agreement or any other
agreement between the Optionee on the one hand and the Company or any Subsidiary
on the other hand.

SECTION 10.    DEFINITIONS.

     As used in this Agreement, the following terms have the meanings set forth
below:

"ADJUSTMENT EVENT" means any increase or decrease in the number of issued shares
of Common Stock resulting from a stock dividend or distribution, stock split,
reverse stock split, reclassification or combination or other similar PRO RATA
recapitalization event affecting the Common Stock or any other increase of
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company.


<PAGE>

                                                                  EXECUTION COPY

"BOARD" means the Board of Directors of the Company.

"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.

"CAUSE" has the meaning assigned to such term in the Employment Agreement.

"CODE" means the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder.

"COMMON STOCK" means the common stock, $.001 par value per share, of the
Company.

"COMPANY'S RIGHT NOT TO EXTEND" has the meaning assigned to such term in the
Employment Agreement.

"EMPLOYMENT AGREEMENT" means the Employment Agreement, dated as of January 21,
2000, by and between the Company and the Optionee.

"EXISTING GRANT DATE" means February 1, 2000.

"EXISTING NON-STATUTORY OPTION AGREEMENT" means the Non-Statutory Option
Agreement, dated as of January 21, 2000, by and between the Company and the
Optionee.

"EXISTING OPTION 3 SHARES" means 375,650 shares of Common Stock.

"GOOD REASON" has the meaning assigned to such term in the Employment Agreement.

"GOVERNMENTAL ENTITY" means any government or political subdivision or
department thereof, any governmental or regulatory body, commission, board,
bureau, agency or instrumentality, or any court or arbitrator or alternative
dispute resolution body, in each case whether federal, state, local or foreign.

"INVOLUNTARY TERMINATION" has the meaning assigned to such term in the
Employment Agreement.

"NASDAQ" means The National Association of Securities Dealers, Inc. Automated
Quotation System.

"OPTIONEE" has the meaning assigned to such term in the caption to this
Agreement.

"OPTIONEE'S RIGHT NOT TO EXTEND" shall have the meaning assigned to "Employee's
Right Not To Extend" in the Employment Agreement.

"PERSON" shall be construed as broadly as possible and shall include an
individual, a corporation, a company, an association, a joint stock company, a
partnership (including a limited liability


<PAGE>

                                                                  EXECUTION COPY

partnership), a limited liability company, a joint venture, a trust or an
unincorporated organization and a Governmental Entity.

"PLAN" shall mean the Company's 1998 Stock Option Plan.

"POOR OR INCOMPETENT PERFORMANCE" has the meaning assigned to such term in the
Employment Agreement.

"REPRESENTATIVES" means, with respect to the Optionee, the Optionee's assigns,
personal and legal representatives, executors, administrators, heirs,
distributees, devisees, and legatees, as determined from time to time.

"RESIGNATION" has the meaning assigned to such term in the Employment Agreement.

"SEC" means the United States Securities and Exchange Commission.

"SECURITIES" means, with respect to any Person, such Person's "securities," as
defined in Section 2(1) of the Securities Act.

"SHARES" has the meaning assigned to such term in the preamble to this
Agreement.

"SUBSIDIARY" means, as to any Person, any other Person of which more than 50% of
the shares of the voting stock or other voting interests are owned or
controlled, or the ability to select or elect 50% or more of the directors or
similar managers is held, directly or indirectly, by such first Person or one or
more of its Subsidiaries.

"TRANSFER" means, with respect to any Security, to sell, or in any other way
transfer, assign, pledge, distribute, encumber or otherwise dispose of
(including, without limitation, the pledge of such Security to any lender), such
Security, either voluntarily or involuntarily and with or without consideration.
The terms "Transferee," "Transferred" and other forms of the word "Transfer"
shall have correlative meanings.

"VESTED SHARES" means the Option Shares with respect to which the Option is
exercisable at any particular time.

SECTION 11.    OPTIONEE'S UNDERTAKING.

     The Optionee hereby agrees to take whatever additional actions and execute
whatever additional documents the Company may in its reasonable judgment deem
necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Optionee pursuant to the express
provisions of this Agreement.

SECTION 12.    CORPORATE TRANSACTIONS.

     In the event of a merger of the Company with or into another corporation,
or the sale of substantially all of the assets of the Company, the Option shall
be assumed or an equivalent option substituted by the successor corporation or a
parent or subsidiary of the


<PAGE>

                                                                  EXECUTION COPY

successor corporation. In the event that the successor corporation refuses to
assume or substitute for the Option, the Option shall become immediately vested
and exercisable in full, and the Optionee shall have the right to exercise the
Option as to all of the Option Shares, including Option Shares as to which he
would not otherwise be vested or able to exercise. If the Option becomes fully
vested and exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Board shall notify the Optionee in writing or
electronically that the Option shall be fully exercisable for a period of 15
days from the date of such notice, and the Option shall terminate upon the
expiration of such period. For the purposes of this Section 12, the Option shall
be considered assumed if, following the merger or sale of assets, the Option
confers the right to purchase or receive, for each Optioned Share subject to the
Option immediately prior to the merger or sale of assets, the consideration
(whether stock, cash, or other securities or property) received in the merger or
sale of assets by holders of Common Stock for each share of Common Stock held on
the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); PROVIDED, HOWEVER, that if such consideration received
in the merger or sale of assets is not solely common stock of the successor
corporation or its parent, the Board may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of
the Option, for each Optioned Share, to be solely common stock of the successor
corporation or its parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or sale of
assets.

SECTION 13.    INDEMNIFICATION.

     The Optionee shall indemnify and hold harmless the Company against all
liability, loss or damage, together with all reasonable costs and expenses
related thereto (including reasonable legal fees and expenses), relating to or
arising from the untruth, inaccuracy or breach of any of the representations,
warranties or agreements of the Optionee contained in or as may be required by
this Agreement.

SECTION 14.    NOTICES.

     All notices, demands or other communications to be given or delivered under
or by reason of the provisions of this Agreement shall be in writing and shall
be deemed to have been given or made when (i) delivered personally to the
recipient, (ii) transmitted by facsimile or electronic mail (with hard copy sent
to the recipient by reputable overnight courier service (charges prepaid) that
same day and, in the latter case, with receipt acknowledged by the recipient by
return electronic mail) if faxed or e-mailed before 5:00 p.m. (New York time) on
a Business Day, and other-wise on the next Business Day, (iii) two Business Days
after being sent to the recipient by reputable overnight courier service
(charges prepaid), or (iv) five Business Days after being sent to the recipient
by registered or certified mail (post-age prepaid and return receipt requested).
Such notices, demands and other communications shall be sent to the address for
such recipient as set forth below (or to such other address or to the attention
of such other person as the recipient party has specified by like notice):


<PAGE>

                                                                  EXECUTION COPY

          (i)  If to the Company, to

               Opus360 Corporation
               733 Third Avenue, 17th Floor
               New York, New York
               Attention:  Ari B. Horowitz
               Telephone: (212) 301-2280
               Facsimile:  (212) 559-8481
               E-Mail: ahorowitz@Opus.com

     with a copy (which shall not constitute notice) to:

               O'Sullivan Graev & Karabell, LLP
               30 Rockefeller Plaza
               New York, New York  10112
               Attention: John J. Suydam, Esq.
               Telephone: (212) 408-2400
               Facsimile:  (212) 728-5950
               E-Mail: jj@ogk.com

          (ii) if to the Optionee, to:

               Richard S. Miller
               5 Croydon Road
               Morristown, NJ 07960
               Telephone: (973) 267-8448
               Facsimile: (973) 267-8397
               E-Mail: ricksmiller@worldnet.att.net

     with a copy (which shall not constitute notice) to:

               Walter, Conston, Alexander & Green, P.C.
               90 Park Avenue
               New York, New York 10016
               Attention: Saul Ben-Meyer
               Telephone: (212) 210-9545
               Facsimile: (212) 210-9444
               E-Mail:  sben-meyer@wcag.com

SECTION 15.    GENERAL PROVISIONS.

     (a) COMPLETE AGREEMENT. This Agreement amends and restates the Existing
Non-Statutory Option Agreement in it entirety and this Agreement, together with
the Employment Agreement and all other agreements or contracts being entered
into by the Optionee with the Company as of the date hereof, embody the complete
agreement and understanding between the Company and the Optionee and supersede
and preempt any prior understandings, agreements or representations by or among
the Company and the Optionee, written or oral, which may have


<PAGE>

                                                                  EXECUTION COPY

related to the subject matter hereof in any way. The parties hereto hereby
forever release, waive and disclaim any and all rights under the Existing
Non-Statutory Option Agreement.

     (b) SUCCESSOR AND ASSIGNS. This Agreement will be binding upon and inure to
the benefit of the Company, the Optionee and each of their respective permitted
successors and assigns; provided, however, that neither this Agreement nor any
rights or obligations hereunder will be Transferable by the Optionee except as
provided under Section 7.

     (c) GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CHOICE OF LAW OR CONFLICTS OF LAWS PRINCIPLES THEREOF.

     (d) WAIVER OF JURY TRIAL. Each of the parties hereto hereby irrevocably
waives all right to trial by jury in any action proceeding or counterclaim
arising out of or relating to this Agreement.

     (e) AMENDMENT AND WAIVER. The provisions of this Agreement may be amended
and waived only with the prior written consent of the Company (upon the written
approval of the Board (excluding the Optionee if he should be a member of the
Board at the time of such determination)) and the Optionee, and no course of
conduct or failure or delay in enforcing the provisions of this Agreement shall
affect the validity, binding effect or enforceability of this Agreement or any
provision hereof.

     (f) HEADINGS. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

     (g) COUNTERPARTS. This Agreement may be executed in two counterparts, each
of which shall be deemed an original and all of which together shall constitute
one and the same instrument.

     (h) BUSINESS DAYS. If any time period for giving notice or taking action
hereunder expires on a day which is not a Business Day, the time period for
giving notice or taking action shall be automatically extended to the
immediately following Business Day.

     (i) SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All
representations, warranties and agreements contained herein shall survive in
perpetuity the consummation of the transactions contemplated hereby.

     (j) NOUNS AND PRONOUNS. Whenever the context may require, any pronouns used
herein shall include the corresponding masculine, feminine or neuter forms, and
the singular form of nouns and pronouns shall include the plural and vice-versa.

     (k) CONSTRUCTION. Where specific language (such as the word "including") is
used to clarify by example a general statement contained herein, such specific
language shall not be deemed to modify, limit or restrict in any manner the
construction of the general statement to which it relates. The language used in
this Agreement shall be deemed to be the language chosen by the parties hereto
to express their mutual intent, and no rule of strict construction shall


<PAGE>

                                                                  EXECUTION COPY

be applied against any party hereto. The parties hereto have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties hereto, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.

     (l) DELIVERY BY FACSIMILE. This Agreement, the agreements referred to
herein, and each other agreement or instrument entered into in connection
herewith or therewith or contemplated hereby or thereby, and any amendments or
supplements hereto or thereto, to the extent signed and delivered by means of a
facsimile machine, shall be treated in all manner and respects as an original
agreement or instrument and shall be considered to have the same binding legal
effect as if it were the original signed version thereof delivered in person. At
the request of any party hereto or to any such agreement or instrument, each
other party hereto or thereto shall re-execute original forms thereof and
deliver them to all other parties. No party hereto or to any such agreement or
instrument shall raise the use of a facsimile machine to deliver a signature or
the fact that any signature or agreement or instrument was transmitted or
communicated through the use of a facsimile machine as a defense to the
formation or enforceability of a contract and each such party forever waives any
such defense.


<PAGE>

                                                                  EXECUTION COPY

                  IN WITNESS WHEREOF, the parties hereto have executed this
Amended and Restated Option Agreement as of the date first written above.

                                        OPUS360 CORPORATION


                                        By:_______________________
                                           Name:
                                           Title:


                                        RICHARD S. MILLER

                                        __________________________