EXECUTION COPY




          This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT ("Agreement"),
is made as of February 1, 2002, by and among Infocrossing,  Inc. (f/k/a Computer
Outsourcing Services, Inc.), a Delaware corporation, (the "Company"), DB Capital
Investors,  L.P. (the "Initial DB Holder"),  Sandler  Capital  Partners V, L.P.,
Sandler Capital Partners V FTE, L.P., Sandler Technology  Partners,  L.P. (f/k/a
Sandler Internet Partners,  L.P.), Sandler Co-Investment  Partners,  L.P., Price
Family Limited Partners and Benake,  L.P. (each an "Initial Sandler Holder" and,
collectively,  the "Initial Sandler Holders"),  Zach Lonstein, a resident of the
State of New York ("Lonstein") and Cahill Warnock Strategic Partners Fund, L.P.,
Strategic  Associates,  L.P.,  Camden  Partners  Strategic Fund II-A,  L.P., and
Camden Partners  Strategic Fund II-B, L.P. (each an "Initial Camden Holder" and,
collectively, the "Initial Camden Holders").


                              W I T N E S S E T H:
                              - - - - - - - - - -


          WHEREAS, the Company and the Initial DB Holder and the Initial Sandler
Holders have entered  into,  or have been  assigned an interest in, a Securities
Purchase  Agreement dated April 7, 2000 (the "Securities  Purchase  Agreement");
and

          WHEREAS,  pursuant to the terms of the Securities  Purchase Agreement,
the  Initial  DB  Holder  and the  Initial  Sandler  Holders  have  collectively
purchased,  or have been  assigned  an  interest  in, (x)  157,377  shares  (the
"Shares")  of the 8% Series A  Cumulative  Convertible  Participating  Preferred
Stock of the Company  (the  "Series A Preferred  Stock"),  which such Shares are
initially  convertible into 1,573,770 shares of the Common Stock, par value $.01
per share, of the Company ("Common Stock"),  subject to adjustment in accordance
with the terms of the Series A Preferred  Stock,  and (y) Series A Common  Stock
Warrants (the  "Warrants")  to purchase,  initially  2,531,926  shares of Common
Stock, subject to adjustment in accordance with the terms of the Warrants; and

          WHEREAS,  Lonstein is the holder of  1,673,349  shares of Common Stock
(the "Lonstein Shares"); and

          WHEREAS,  Lonstein  has  granted the Initial DB Holder and the Initial
Sandler  Holders an option (the  "Option")  to purchase up to 750,000  shares of
Common Stock currently owned by Lonstein; and

          WHEREAS,  on May 10,  2000,  the Company,  the Initial DB Holder,  the
Initial  Sandler  Holders  and  Lonstein  entered  into  a  Registration  Rights
Agreement (the "Initial  Registration Rights Agreement")  pursuant to which each
of them was granted certain registration rights; and


<PAGE>

          WHEREAS,  the Company has entered into a Securities Purchase Agreement
dated as of the date hereof (the  "Camden  Purchase  Agreement"),  and a Warrant
Agreement dated as of the date hereof (the "Camden Warrant  Agreement") with the
Initial Camden Holders; and

          WHEREAS,  pursuant to the terms of the Camden Purchase Agreement,  the
Company shall have authorized for sale, issue and delivery to the Initial Camden
Holders  an  aggregate  of  (x)  $10.0  million   principal   amount  of  Senior
Subordinated  Debentures due 2005 (the "Camden  Debentures") and (y) warrants to
purchase,  initially  2,000,000  shares of Common  Stock  (the  "Initial  Camden
Warrants")  subject to  adjustment  in  accordance  with the terms of the Camden
Warrants; and

          WHEREAS, pursuant to the terms of the Camden Warrant Agreement and the
Camden Debentures,  the Company may issue additional warrants to purchase Common
Stock (the  "Additional  Camden  Warrants")  in lieu of cash payment of interest
thereon; and

          WHEREAS,  it is a condition to the  consummation  of the  transactions
contemplated  by the Camden  Purchase  Agreement that the parties hereto execute
and deliver this Agreement; and

          WHEREAS,  the  Company,  the Initial DB Holder,  the  Initial  Sandler
Holders,  Lonstein and the Intitial Camden Holders wish to amend and restate the
Initial Registration Rights Agreement as set forth below; and

          WHEREAS,   this  Agreement   replaces  in  its  entirety  the  Initial
Registration Rights Agreement.


          NOW THEREFORE,  in consideration of the premises,  mutual promises and
covenants  contained in this  Agreement and intending to be legally  bound,  the
parties hereto hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

          Section 1.01  Definitions.  Terms defined in the  Securities  Purchase
Agreement are used herein as therein defined. In addition,  the following terms,
as used herein, have the following meanings:

          "Additional  Camden  Warrants" has the meaning set forth in the eighth
recital.

          "Agreement" has the meaning set forth in the preamble.

          "Camden Debentures" has the meaning set forth in the seventh recital.

          "Camden  Holders" means the Initial Camden  Holders,  their direct and
indirect  successors  and assigns and any direct or indirect  transferee  of any
Registrable Securities initially held by any Initial Camden Holder.

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                                      -2-

          "Camden  Purchase  Agreement"  has the  meaning set forth in the sixth
recital.

          "Camden  Warrant  Agreement"  has the  meaning  set forth in the sixth
recital.

          "Camden Warrants" means all Initial Camden Warrants and all Additional
Camden Warrants.

          "Camden  Warrant  Shares"  means all  shares of Common  Stock or other
securities issued upon the exercise of Camden Warrants.

          "Closing Date" means February 1, 2002.

          "Commission" means the Securities and Exchange Commission.

          "Common Stock" has the meaning set forth in the second recital.

          "Company" has the meaning set forth in the preamble.

          "Conversion  Shares"  means  all  shares  of  Common  Stock  or  other
securities  issued  upon  the  conversion  of the  Series A  Preferred  Stock in
accordance with its terms.

          "Demand  Registration"  means a registration  under the Securities Act
requested in accordance with Section 2.01.

          "DB  Holders"  means the  Initial DB Holder,  its direct and  indirect
successors and assigns and any direct or indirect  transferee of any Registrable
Securities initially held by the Initial DB Holder.

          "Excluded Holders" has the meaning set forth in Section 2.01(f).

          "Holders" shall mean the DB Holders, the Sandler Holders, the Lonstein
Holders and the Camden Holders.

          "Indemnified Party" has the meaning set forth in Section 4.03.

          "Indemnifying Party" has the meaning set forth in Section 4.03.

          "Initial Camden Holder" and "Initial Camden Holders" have the meanings
set forth in the preamble.

          "Initial  Camden  Warrants"  has the  meaning set forth in the seventh
recital.

          "Initial DB Holder" has the meaning set forth in the preamble.

          "Initial  Sandler  Holder"  and  "Initial  Sandler  Holders"  have the
meanings set forth in the preamble.

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                                      -3-


          "Initial  Holders"  means the Initial DB Holder,  the Initial  Sandler
Holders and the Initial Camden Holders.

          "Initial  Registration  Rights  Agreement"  shall have the meaning set
forth in the fifth recital.

          "Lonstein" has the meaning set forth in the preamble.

          "Lonstein  Holders"  means  Lonstein,  his direct and indirect  heirs,
successors and assigns and any direct or indirect  transferee of any Registrable
Securities initially held by Lonstein.

          "Lonstein Shares" has the meaning set forth in the third recital.

          "Losses" has the meaning set forth in Section 4.01.

          "Material  Adverse  Effect"  has the  meaning  set  forth  in  Section
2.01(f).

          "Option" has the meaning set forth in the fourth recital.

          "Option  Shares" means any shares of Common Stock or other  securities
issued upon the exercise of the Option.

          "Original Closing Date" means May 10, 2000.

          "Person"   means   any   individual,   partnership,   joint   venture,
corporation,  limited liability company,  limited liability  partnership,  trust
incorporated  organization,  government,  or  agency  or  political  subdivision
thereof, or other entity.

          "Piggyback Registration" has the meaning set forth in Section 2.02.

          "Registrable Camden Securities" means (a) any Registrable Common Stock
acquired  by any Camden  Holder  upon the  exercise  of any  Registrable  Camden
Warrants  and (b) any  securities  of the Company or any  successor  entity into
which Registrable  Common Stock or Registrable  Camden Warrants may hereafter be
reclassified,  converted or changed.  As to any  particular  Registrable  Camden
Securities, such securities shall cease to be Registrable Camden Securities upon
the earlier to occur of (i) a registration statement with respect to the sale of
such  securities  shall have become  effective under the Securities Act and such
securities  shall have been  disposed of under such  registration  statement  in
accordance with the plan of distribution set forth therein; (ii) such securities
shall have been  transferred  pursuant to Rule 144; (iii) such securities  shall
have been otherwise  transferred or disposed of, and new  certificates  therefor
not bearing a legend  restricting  further transfer shall have been delivered by
the  Company,  and  subsequent  transfer  of such  securities  shall not require
registration or qualification  under the Securities Act or any similar state law
then in force, or (iv) such securities shall have ceased to be outstanding.

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                                      -4-


          "Registrable Camden Warrants" means the Camden Warrants, together with
any  additional  shares of Common  Stock or other  securities  issued in respect
thereof  (other than any Camden  Warrant  Shares) in  connection  with any stock
split, stock dividend, merger, consolidation, reclassification, recapitalization
or other similar event with respect to such Camden Warrants.

          "Registrable  Common Stock" means the Conversion  Shares,  the Warrant
Shares, the Option Shares and the Camden Warrant Shares, in each case,  together
with any additional shares of Common Stock or other securities issued in respect
thereof  in  connection   with  any  stock  split,   stock   dividend,   merger,
consolidation, reclassification,  recapitalization or similar event with respect
to such shares of Common Stock.

          "Registrable  DB  Securities"  means  (a)  any  Registrable  Series  A
Preferred  Stock  purchased  by any DB Holder on the  Original  Closing  Date or
thereafter acquired,  (b) any Registrable Common Stock acquired by any DB Holder
upon the conversion of any Registrable Series A Preferred Stock, the exercise of
any  Registrable  Warrants or the  exercise of the Option,  (c) any  Registrable
Warrants  purchased by any DB Holder on the Original  Closing Date or thereafter
acquired,  and (d) any  securities of the Company or any  successor  entity into
which Registrable  Common Stock,  Registrable  Warrants or Registrable  Series A
Preferred Stock may hereafter be reclassified,  converted or changed.  As to any
particular  Registrable  DB  Securities,  such  securities  shall  cease  to  be
Registrable  DB  Securities  upon the  earlier  to  occur of (i) a  registration
statement  with  respect  to the  sale  of such  securities  shall  have  become
effective under the Securities Act and such securities  shall have been disposed
of under such registration statement in accordance with the plan of distribution
set forth therein;  (ii) such securities shall have been transferred pursuant to
Rule 144;  (iii)  such  securities  shall  have been  otherwise  transferred  or
disposed  of, and new  certificates  therefor  not bearing a legend  restricting
further  transfer  shall have been  delivered  by the  Company,  and  subsequent
transfer of such  securities  shall not require  registration  or  qualification
under the  Securities  Act or any similar state law then in force,  or (iv) such
securities shall have ceased to be outstanding.

          "Registrable  Lonstein  Securities"  means the Lonstein  Shares (other
than any Lonstein  Shares  subject to the Option),  together with any additional
shares  of  Common  Stock or other  securities  issued  in  respect  thereof  in
connection  with  any  stock  split,  stock  dividend,  merger,   consolidation,
reclassification,  recapitalization or similar event with respect to such shares
of Common Stock.  As to any particular  Registrable  Lonstein  Securities,  such
securities shall cease to be Registrable Lonstein Securities upon the earlier to
occur  of (i) a  registration  statement  with  respect  to  the  sale  of  such
securities  shall  have  become  effective  under  the  Securities  Act and such
securities  shall have been  disposed of under such  registration  statement  in
accordance with the plan of distribution set forth therein; (ii) such securities
shall have been  transferred  pursuant to Rule 144; (iii) such securities  shall
have been otherwise  transferred or disposed of, and new  certificates  therefor
not bearing a legend  restricting  further transfer shall have been delivered by
the  Company,  and  subsequent  transfer  of such  securities  shall not require
registration or qualification  under the Securities Act or any similar state law
then in force, or (iv) such securities shall have ceased to be outstanding.

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                                      -5-


          "Registrable  Sandler  Securities" means (a) any Registrable  Series A
Preferred Stock purchased by any Sandler Holder on the Original  Closing Date or
thereafter  acquired,  (b) any Registrable  Common Stock acquired by any Sandler
Holders upon the conversion of any  Registrable  Series A Preferred  Stock,  the
exercise  of any  Registrable  Warrants or the  exercise of the Option,  (c) any
Registrable  Warrants  purchased by any Sandler  Holder on the Original  Closing
Date or  thereafter  acquired,  and (d) any  securities  of the  Company  or any
successor entity into which Registrable  Common Stock,  Registrable  Warrants or
Registrable Series A Preferred Stock may hereafter be reclassified, converted or
changed. As to any particular  Registrable  Sandler Securities,  such securities
shall cease to be Registrable  Sandler  Securities  upon the earlier to occur of
(i) a registration  statement with respect to the sale of such securities  shall
have become  effective under the Securities Act and such  securities  shall have
been disposed of under such  registration  statement in accordance with the plan
of  distribution  set  forth  therein;  (ii)  such  securities  shall  have been
transferred  pursuant  to Rule  144;  (iii)  such  securities  shall  have  been
otherwise  transferred or disposed of, and new certificates therefor not bearing
a legend restricting  further transfer shall have been delivered by the Company,
and subsequent  transfer of such  securities  shall not require  registration or
qualification  under the  Securities Act or any similar state law then in force,
or (iv) such securities shall have ceased to be outstanding.

          "Registrable Series A Preferred Stock" means the Shares, together with
any additional  shares of Series A Preferred Stock or other securities issued in
respect thereof (other than any Conversion  Shares) in connection with any stock
split, stock dividend, merger, consolidation, reclassification, recapitalization
or similar event with respect to such Shares.

          "Registrable  Securities"  means the  Registrable DB  Securities,  the
Registrable  Sandler  Securities,  the Registrable  Lonstein  Securities and the
Registrable Camden Securities.

          "Registrable Warrants" means the Warrants,  together with any Warrants
or other securities issued in respect thereof (other than any Warrant Shares) in
connection  with  any  stock  split,  stock  dividend,  merger,   consolidation,
reclassification,  recapitalization  or  similar  event  with  respect  to  such
Warrants.

          "Requesting   Holders"   means  the   Holders   requesting   a  Demand
Registration,  and shall include parties deemed "Requesting Holders" pursuant to
Sections 2.01(a)(v), (vi), (vii) and (viii).

          "Rule 144" means Rule 144 (or any  successor  rule of similar  effect)
promulgated under the Securities Act.

          "Sandler Holders" means the Initial Sandler Holders,  their direct and
indirect  successors  and assigns and any direct or indirect  transferee  of any
Registrable Securities initially held by any Initial Sandler Holder.

          "Securities Purchase Agreement" has the meaning set forth in the first
recital.

          "Selling   Holder"  means  any  Holder  who  is  selling   Registrable
Securities pursuant to a public offering registered hereunder.

<PAGE>
                                      -6-


          "Series A  Preferred  Stock" has the  meaning  set forth in the second
recital.

          "Shares" has the meaning set forth in the second recital.

          "Shelf  Registration"  means a Demand  Registration  which is effected
pursuant to Rule 415 under the Securities Act.

          "Underwriter"  means a securities dealer who purchases any Registrable
Securities as principal in connection with a Demand  Registration or a Piggyback
Registration and not as part of such dealer's market-making activities.

          "Warrants" has the meaning set forth in the second recital.

          "Warrant  Shares" means all shares of Common Stock or other securities
issued upon the exercise of the Warrants.

          Section  1.02  Internal  References.   Unless  the  context  indicates
otherwise,  references to Articles,  Sections and paragraphs  shall refer to the
corresponding  articles,   sections  and  paragraphs  in  this  Agreement,   and
references  to the  parties  shall mean the parties to the  Securities  Purchase
Agreement.

                                   ARTICLE II

                               REGISTRATION RIGHTS

          Section 2.01 Demand  Registration.  (a) (i) Holders of not less than a
majority of the  Registrable DB Securities  may make up to two written  requests
for a Demand  Registration  (of which such  Demand  Registrations,  one may be a
Shelf  Registration) of all or any part of the Registrable DB Securities held by
such DB Holders;  provided that the DB Holders shall not be entitled to a Demand
Registration  if, during the 6 months  preceding such request,  the Holders have
requested a Demand  Registration  (unless such Demand Registration was preempted
pursuant to Section 2.01(e)).

          (ii)  Holders of not less than a majority of the  Registrable  Sandler
Securities  may make up to two written  requests for a Demand  Registration  (of
which such Demand Registrations,  one may be a Shelf Registration) of all or any
part  of the  Registrable  Sandler  Securities  held by  such  Sandler  Holders;
provided that the Sandler Holders shall not be entitled to a Demand Registration
if, during the 6 months  preceding  such request,  the Holders have  requested a
Demand  Registration  (unless such Demand Registration was preempted pursuant to
Section 2.01(e)).

          (iii) Holders of not less than a majority of the Registrable  Lonstein
Securities may make up to two written requests for a Demand  Registration of all
or any  part of the  Registrable  Lonstein  Securities  held  by  such  Lonstein
Holders;  provided that (A) no such Demand  Registration may be requested by the
Lonstein  Holders prior to the second  anniversary of the Original Closing Date,
and (B) the Lonstein Holders shall not be entitled to a Demand  Registration if,
during the 6 months preceding such request,  the Holders have requested a

<PAGE>
                                      -7-

Demand  Registration  (unless such Demand Registration was preempted pursuant to
Section 2.01(e)).

          (iv)  Holders of not less than a majority  of the  Registrable  Camden
Securities may make one written request for a Demand Registration (of which such
Demand  Registration  may be a  Shelf  Registration)  of all or any  part of the
Registrable Camden Securities held by such Camden Holders;  provided that (A) no
such Demand  Registration  may be requested by the Camden  Holders  prior to the
first  anniversary  of the Closing Date, and (B) the Camden Holders shall not be
entitled  to a  Demand  Registration  if,  during  the 6 months  preceding  such
request,  the Holders have requested a Demand  Registration  (unless such Demand
Registration was preempted pursuant to Section 2.01(e)).

          (v) Any request for a Demand  Registration  will specify the aggregate
number of shares of Registrable Securities proposed to be sold by the Requesting
Holders and will also specify the intended  method of disposition  thereof.  Any
such request for a Demand  Registration  shall specify whether such registration
will  be a  Shelf  Registration.  For so long as the  Initial  DB  Holder  holds
Registrable DB Securities, no Demand Registration made by any DB Holder shall be
a Shelf  Registration  without the consent of the Initial DB Holder. For so long
as the Initial Sandler Holders hold Registrable  Sandler  Securities,  no Demand
Registration  made by any Sandler Holder shall be a Shelf  Registration  without
the consent of a majority in interest  of the Initial  Sandler  Holders.  For so
long as the Initial Camden Holders hold Registrable Camden Securities, no Demand
Registration made by any Camden Holder shall be a Shelf Registration without the
consent of a majority in interest of the Initial Camden Holders.  A registration
will not count as a Demand  Registration  until it has become effective.  If the
Requesting  Holders  withdraw  or do not  pursue  the  request  for  the  Demand
Registration  (in each of the  foregoing  cases,  provided that at such time the
Company is in compliance in all material  respects  with its  obligations  under
this  Agreement),  then such  Demand  Registration  shall be deemed to have been
effected,  provided  that  (i) if,  the  Demand  Registration  does  not  become
effective  because a material  adverse  change has  occurred,  or is  reasonably
likely  to  occur,  in  the  condition   (financial  or  otherwise),   business,
properties, assets, liabilities,  operations or prospects of the Company and its
subsidiaries taken as a whole subsequent to the date of the written request made
by the Requesting  Holders or (ii) if, after the Demand  Registration has become
effective,  an offering of Registrable  Securities pursuant to a registration is
interfered with by any stop order, injunction,  or other order or requirement of
the  Commission  or  other   governmental   agency  or  court  then  the  Demand
Registration  shall not be deemed to have been  effected and will not count as a
Demand Registration.

          (vi) Upon receipt of any request for a Demand  Registration by Holders
of not less than a majority  of the  Registrable  DB  Securities  held by the DB
Holders, the Company shall promptly (but in any event within ten (10) days) give
written notice of such proposed Demand  Registration  to all other Holders,  and
subject to Section 2.01(f),  all such Holders shall have the right,  exercisable
by written notice to the Company within twenty (20) days of their receipt of the
Company's notice,  to elect to include in such Demand  Registration such portion
of their Registrable Securities as they may request. All such Holders requesting
to have  their  Registrable  Securities  included  in a Demand  Registration  in
accordance  with the  preceding  sentence  shall  be  deemed  to be  "Requesting
Holders" for purposes of this Section 2.01;  provided

<PAGE>
                                      -8-

that any Sandler Holders,  any Lonstein Holders and any Camden Holders shall not
be deemed to be "Requesting Holders" for purposes of Section 2.01(c).

          (vii) Upon receipt of any request for a Demand Registration by Holders
of not less than a majority of the  Registrable  Sandler  Securities held by the
Sandler  Holders,  the Company shall  promptly (but in any event within ten (10)
days) give written  notice of such  proposed  Demand  Registration  to all other
Holders,  and subject to Section 2.01(f), all such Holders shall have the right,
exercisable  by written  notice to the Company  within twenty (20) days of their
receipt of the Company's notice, to elect to include in such Demand Registration
such  portion of their  Registrable  Securities  as they may  request.  All such
Holders  requesting to have their  Registrable  Securities  included in a Demand
Registration  in accordance  with the preceding  sentence  shall be deemed to be
"Requesting  Holders" for purposes of this Section  2.01;  provided  that any DB
Holders,  any Lonstein  Holders and any Camden Holders shall not be deemed to be
"Requesting Holders" for purposes of Section 2.01(c).

          (viii)  Upon  receipt  of any  request  for a Demand  Registration  by
Holders  of a  majority  of the  Registrable  Lonstein  Securities  held  by the
Lonstein  Holders,  the Company shall promptly (but in any event within ten (10)
days) give written  notice of such  proposed  Demand  Registration  to all other
Holders,  and subject to Section 2.01(f), all such Holders shall have the right,
exercisable  by written  notice to the Company  within twenty (20) days of their
receipt of the Company's notice, to elect to include in such Demand Registration
such  portion of their  Registrable  Securities  as they may  request.  All such
Holders  requesting to have their  Registrable  Securities  included in a Demand
Registration  in accordance  with the preceding  sentence  shall be deemed to be
"Requesting  Holders" for purposes of this Section  2.01;  provided  that any DB
Holders,  any Sandler  Holders and any Camden  Holders shall not be deemed to be
"Requesting Holders" for purposes of Section 2.01(c).

          (ix) Upon receipt of any request for a Demand  Registration by Holders
of not less than a majority of the  Registrable  Camden  Securities  held by the
Camden  Holders,  the Company  shall  promptly (but in any event within ten (10)
days) give written  notice of such  proposed  Demand  Registration  to all other
Holders,  and subject to Section 2.01(f), all such Holders shall have the right,
exercisable  by written  notice to the Company  within twenty (20) days of their
receipt of the Company's notice, to elect to include in such Demand Registration
such  portion of their  Registrable  Securities  as they may  request.  All such
Holders  requesting to have their  Registrable  Securities  included in a Demand
Registration  in accordance  with the preceding  sentence  shall be deemed to be
"Requesting  Holders" for purposes of this Section  2.01;  provided  that any DB
Holders,  any Sandler Holders and any Lonstein Holders shall not be deemed to be
"Requesting Holders" for purposes of Section 2.01(c).

          (b) In the event that the Requesting Holders withdraw or do not pursue
a request for a Demand  Registration  and,  pursuant to Section  2.01(a) hereof,
such  Demand  Registration  is deemed to have been  effected,  the  Holders  may
reacquire  such  Demand  Registration  (such that the  withdrawal  or failure to
pursue a  request  will not  count as a Demand  Registration  hereunder)  if the
Selling  Holders  reimburse  the Company for any and all  Registration  Expenses
actually  incurred by the Company in  connection  with such request for a Demand
Registration.

<PAGE>
                                      -9-


          (c)  If  the  Requesting  Holders  so  elect,  the  offering  of  such
Registrable Securities pursuant to such Demand Registration shall be in the form
of a "firm  commitment"  underwritten  offering.  A majority  in interest of the
Requesting Holders shall have the right to select the managing  Underwriters and
any additional investment bankers and managers to be used in connection with any
offering  under this Section  2.01,  subject to the  Company's  approval,  which
approval shall not be unreasonably withheld.

          (d) The  Requesting  Holders  will  inform the Company of the time and
manner of any disposition of Registrable  Securities (which may be pursuant to a
Shelf  Registration),  and agree to take reasonable action to cooperate with the
Company in effecting the disposition of the  Registrable  Securities in a manner
that does not  unreasonably  disrupt  the public  trading  market for the Common
Stock.

          (e)  The  Company  shall  have  the  right  for up to 180  days in any
consecutive  360 day period to delay or suspend any Demand  Registration  in the
event that the Board determines,  in good faith, that it is in the best interest
of the  Company  for the  Company to  proceed  with its own  offering  of equity
securities. The Company may so proceed by delivering written notice (within five
business  days  after  the  Company  has  received  a  request  for such  Demand
Registration)  of such  intention  to the  Selling  Holder  indicating  that the
Company has identified a specific  business need and use for the proceeds of the
sale of such  securities  and the Company shall use its best efforts to effect a
primary  registration  within 60 days of such  notice.  In the  ensuing  primary
registration,  the Holders will have such piggyback  registration  rights as are
set forth in Section 2.02 hereof.  Upon the Company's  preemption of a requested
Demand Registration,  such requested registration will not count as the Holders'
Demand Registration.  The Company may exercise the right to preempt only once in
any 360-day period.  Notwithstanding  anything to the contrary contained herein,
during any 360-day  period the Company  shall not exercise its right to preempt,
delay or postpone the filing or  effectiveness  of any  registration  statement,
pre- or post-effective amendment or supplement or prospectus supplement pursuant
to this  Section  2.01(e),  the first  proviso  to Section  3.01(a),  or Section
3.01(b) for more than 180 days in the aggregate for all such  provisions  during
any period of 360 consecutive days.

          (f) Priority on Demand Registrations. No securities to be sold for the
account of any Person  (including  the Company)  other than a Requesting  Holder
shall be included in a Demand  Registration  unless the managing  Underwriter or
Underwriters shall advise the Company and the Requesting Holders in writing that
the inclusion of such  securities  will not materially and adversely  affect the
price, distribution or timing of the offering (a "Material Adverse Effect"). Any
additional  securities to be included in a Demand Registration  pursuant to this
Section 2.01(f) shall be included in such Demand Registration in accordance with
their relative  rights.  Furthermore,  in the event the managing  Underwriter or
Underwriters  shall advise the Company or the Requesting Holders that even after
exclusion of all securities of other Persons (including the Company) pursuant to
the  immediately  preceding  sentence,  the  amount  of  Registrable  Securities
proposed to be included in such Demand  Registration  by  Requesting  Holders is
sufficiently   large  to  cause  a  Material  Adverse  Effect,  the  Registrable
Securities of the Requesting Holders to be included in such Demand  Registration
shall equal the number of shares  which the Company and the  Requesting  Holders
are so advised can be sold in such offering

<PAGE>
                                      -10-

without a Material  Adverse  Effect and such shares shall be allocated  pro rata
among  the  Requesting  Holders  on the  basis  of  the  number  of  Registrable
Securities requested to be included in such registration by each such Requesting
Holder;  provided,  however, that if any Registrable  Securities requested to be
registered  pursuant to a Demand  Registration  under  Section 2.01 are excluded
from  registration   hereunder,   then  the  Holder(s)  having  shares  excluded
("Excluded Holders") shall have the right to withdraw all, or any part, of their
shares from such registration;  provided,  further, that if less than 80% of the
Registrable  Securities requested to be included in such Demand Registration are
actually  included  therein,  such  registration  will  not  count  as a  Demand
Registration for purposes of this Section 2.01.

          Section 2.02  Piggyback  Registration.  (a) If the Company at any time
proposes to file a registration  statement under the Securities Act with respect
to an offering of  securities  for its own account or for the account of another
Person  (other  than a  registration  statement  on  Form  S-4 or  S-8  (or  any
substitute  form that may be adopted by the  Commission) and other than a Demand
Registration hereunder),  the Company shall give written notice of such proposed
filing to the  Holders at the  address  set forth in the share  register  of the
Company  as soon as  reasonably  practicable  (but in no event less than 15 days
before the anticipated date on which such  registration will be first filed with
the Commission),  undertaking to provide each Holder the opportunity to register
on the same terms and conditions such number and type of Registrable  Securities
as such Holder may request (a "Piggyback  Registration").  Each Holder will have
ten business  days after  receipt of any such notice to notify the Company as to
whether it wishes to participate in a Piggyback Registration (which notice shall
not be deemed to be a request for a Demand Registration); provided that should a
Holder fail to provide  timely  notice to the Company,  such Holder will forfeit
any rights to  participate  in the Piggyback  Registration  with respect to such
proposed  offering.  In the event that the  registration  statement  is filed on
behalf of a Person other than the Company, the Company will use its best efforts
to have the  shares of  Registrable  Securities  that the  Holders  wish to sell
included in the  registration  statement.  If the Company shall determine in its
sole discretion not to register or to delay the proposed  offering,  the Company
shall provide written notice of such determination to the Holders and (i) in the
case of a determination not to effect the proposed offering,  shall thereupon be
relieved of the obligation to register such Registrable Securities in connection
therewith, and (ii) in the case of a determination to delay a proposed offering,
shall thereupon be permitted to delay  registering such  Registrable  Securities
for the same period as the delay in respect of the proposed offering. As between
the Company and the Selling Holders, the Company shall be entitled to select the
Underwriters in connection with any Piggyback Registration.

          (b) Priority on Piggyback Registrations. If the Registrable Securities
requested to be included in the Piggyback Registration by any Holder differ from
the type of securities proposed to be registered by the Company and the managing
Underwriter  advises  the  Company  that  due  solely  to such  differences  the
inclusion of such Registrable  Securities would cause a Material Adverse Effect,
then (i) the number of such  Holders'  Registrable  Securities to be included in
the Piggyback  Registration  shall be reduced to an amount which, in the opinion
of the managing  Underwriter,  would  eliminate such Material  Adverse Effect or
(ii) if no such  reduction  would,  in the opinion of the managing  Underwriter,
eliminate such Material Adverse Effect, then the Company shall have the right to
exclude  all such  Registrable  Securities  from  such  Piggyback  Registration,
provided that no other  securities of such type are included and

<PAGE>
                                      -11-

offered for the account of any other Person in such Piggyback Registration.  Any
partial  reduction  in  number of  Registrable  Securities  of any  Holder to be
included in the Piggyback Registration pursuant to clause (i) of the immediately
preceding  sentence  shall be  effected  pro rata based on the ratio  which such
Holder's  requested  shares bears to the total number of shares  requested to be
included in such  Piggyback  Registration  by all Persons other than the Company
who have the contractual  right to request that their shares be included in such
registration  statement and who have requested that their shares be included. If
the  Registrable  Securities  requested  to  be  included  in  the  registration
statement are of the same type as the securities being registered by the Company
and the  managing  Underwriter  advises the Company  that the  inclusion of such
Registrable  Securities would cause a Material Adverse Effect,  the Company will
be obligated to include in such registration statement, as to each Holder only a
portion of the shares such Holder has requested be registered equal to the ratio
which  such  Holder's  requested  shares  bears to the  total  number  of shares
requested to be included in such registration  statement by all Persons who have
the  contractual  right  to  request  that  their  shares  be  included  in such
registration  statement  and  who  have  requested  their  shares  be  included;
provided,  however, that the provisions of this sentence shall not be applicable
to the Person or Persons initiating such registration  statement. If the Company
initiated the  registration,  then the Company may include all of its securities
in such  registration  statement  before any such Holder's  requested shares are
included.  If another  security  holder  initiated  the  registration,  then the
Company may not include any of its  securities  in such  registration  statement
unless all Registrable  Securities  requested to be included in the registration
statement by all Holders are included in such  registration  statement.  If as a
result  of the  provisions  of this  Section  2.02(b)  any  Holder  shall not be
entitled to include  all  Registrable  Securities  in a  registration  that such
Holder has  requested to be so included,  such Holder may withdraw such Holder's
request to include Registrable  Securities in such registration  statement prior
to its effectiveness.

                                  ARTICLE III

                             REGISTRATION PROCEDURES

          Section 3.01 Filings; Information. In connection with the registration
of Registrable  Securities pursuant to Section 2.01 and Section 2.02 hereof, the
Company will use its best efforts to effect the registration of such Registrable
Securities as promptly as is reasonably practicable,  and in connection with any
such request:

          (a)  The  Company  will  expeditiously  prepare  and  file  as soon as
     practicable  (but in any  event  within  60  days)  with the  Commission  a
     registration statement on any form for which the Company then qualifies and
     which counsel for the Company shall deem  appropriate and available for the
     sale  of  the  Registrable   Securities  to  be  registered  thereunder  in
     accordance with the intended method of  distribution  thereof,  and use its
     reasonable  best  efforts  to cause such filed  registration  statement  to
     become and remain  effective  (i) with  respect to any Demand  Registration
     (other  than a Shelf  Registration)  or  Piggyback  Registration,  for such
     period,  not to exceed 120 days, as may be  reasonably  necessary to effect
     the sale of such securities and (ii) with respect to a Shelf  Registration,
     until the earlier of the sale of all Registrable  Securities thereunder and
     the  end of the  36th  calendar  month  from  the  time  the  second  Shelf
     Registration becomes effective;  provided

<PAGE>
                                      -12-

     that if the  Company  shall  furnish to the  Selling  Holder a  certificate
     signed by the  Company's  Chairman or President  stating that the Company's
     Board  of  Directors  has  determined  in  good  faith  that  it  would  be
     detrimental or otherwise disadvantageous to the Company or its shareholders
     for such a registration  statement to be filed as expeditiously as possible
     because the sale of  Registrable  Securities  covered by such  registration
     statement or the  disclosure of  information  in any related  prospectus or
     prospectus  supplement  would  materially  interfere with any  acquisition,
     financing or other material event or transaction  which is then intended or
     the public disclosure of which at the time would be materially  prejudicial
     to the Company,  the Company may postpone the filing or  effectiveness of a
     registration  statement  for a period of not more than 180 days;  provided,
     further, that the Company shall not exercise its right to preempt, delay or
     postpone any registration pursuant to Section 2.01(e), the first proviso to
     this  Section  3.01(a),  or Section  3.01(b)  for more than 180 days in the
     aggregate  for all such  provisions  during any  period of 360  consecutive
     days;  provided,  further,  that the Company may  exercise its rights under
     Section  3.01(a)  only once with  respect  to any  particular  registration
     statement;  and provided,  further,  that if (i) the effective  date of any
     registration  statement  filed  pursuant  to a  Demand  Registration  would
     otherwise be at least 45 calendar  days,  but fewer than 90 calendar  days,
     after the end of the Company's  fiscal year,  and (ii) the  Securities  Act
     requires the Company to include audited financial statements of the Company
     as of the end of such fiscal year, the Company may delay the  effectiveness
     of such registration  statement for such period as is reasonably  necessary
     to include therein its audited financial statements for such fiscal year.

          (b) Anything in this Agreement to the contrary notwithstanding,  it is
     understood  and agreed that the  Company  shall not be required to keep any
     Shelf  Registration  effective  or  useable  for  offers  and  sales of the
     Registrable  Securities,  file  a  post  effective  amendment  to  a  Shelf
     Registration  statement or prospectus  supplement or to supplement or amend
     any registration  statement, if the Company is then involved in discussions
     concerning,  or otherwise engaged in, any material financing or investment,
     acquisition or divestiture  transaction or other material business purpose,
     if the Company  determines  in good faith that the making of such a filing,
     supplement or amendment at such time would interfere with such  transaction
     or purpose.  The Company  shall  promptly  give the Holders of  Registrable
     Securities  written  notice  of  such  postponement  containing  a  general
     statement of the reasons for such  postponement and an approximation of the
     anticipated  delay.  Upon receipt by a Holder of Registrable  Securities of
     notice of an event of the kind  described  in this  Section  3.01(b),  such
     Holder shall forthwith discontinue such Holder's disposition of Registrable
     Securities until such Holder's receipt of notice from the Company that such
     disposition  may continue  and of any  supplemented  or amended  prospectus
     indicated  in  such  notice.   Notwithstanding  anything  to  the  contrary
     contained  herein,  the Company shall not be entitled to preempt,  delay or
     postpone the filing or effectiveness of any registration statement, pre- or
     post-effective  amendment or  supplement to any  registration  statement or
     prospectus  supplement  pursuant to Section  2.01(e),  the first proviso of
     Section  3.01(a),  or this  Section  3.01(b)  for more than 180 days in the
     aggregate  for all such  provisions  during any  period of 360  consecutive
     days.

<PAGE>
                                      -13-


          (c)  Before  filing a  registration  statement  or  prospectus  or any
     amendments or supplements  thereto, the Company will furnish to any Selling
     Holder and to the applicable managing Underwriters, if any, draft copies of
     all such  documents  proposed to be filed at least ten (10)  business  days
     prior thereto,  which documents will be subject to the reasonable review of
     such Selling Holders,  the applicable  managing  Underwriters,  if any, and
     their respective counsel, agents and representatives,  and the Company will
     not file any registration  statement or amendment thereto or any prospectus
     or  any  supplement  thereto  (including  such  documents  incorporated  by
     reference)  to which any Selling  Holder or  Underwriter  shall  reasonably
     object.

          (d) The  Company  will  notify the  Selling  Holders  requesting  such
     registration and (if requested) confirm such advice in writing,  as soon as
     practicable  after  notice  thereof is received by the Company (i) when the
     registration  statement or any amendment  thereto has been filed or becomes
     effective,  the prospectus or any amendment or supplement to the prospectus
     has been filed,  (ii) of any request by the  Commission  for  amendments or
     supplements  to  the  registration  statement  or  the  prospectus  or  for
     additional  information,  (iii)  if at any  time  the  representations  and
     warranties  contemplated  by Section  5.01 cease to be true and correct and
     (iv) of the receipt by the Company of any notification  with respect to the
     suspension of the qualification of the Registrable  Securities for offering
     or  sale  in any  jurisdiction  or the  initiation  or  threatening  of any
     proceeding for such purpose.

          (e) After the filing of the registration  statement,  the Company will
     promptly  notify the Selling  Holders of any stop order issued,  or, to the
     Company's knowledge, threatened to be issued, by the Commission and use its
     best  efforts  to  prevent  the entry of such stop order or to remove it if
     entered.

          (f) The  Company  will  prepare  and  file  with the  Commission  such
     amendments,  post-effective amendments and supplements to such registration
     statement  and  the  prospectus  used  in  connection  therewith  as may be
     necessary to keep such registration statement effective for a period of not
     less than 120 days (or such shorter  period which will  terminate  when all
     Registrable  Securities  covered by such  registration  statement have been
     sold or withdrawn, but not prior to the expiration of the applicable period
     referred to in Section 4(3) of the Securities Act and Rule 174  thereunder,
     if  applicable),  cause the prospectus to be  supplemented  by any required
     prospectus supplement,  and as so supplemented to be filed pursuant to Rule
     424 under  the  Securities  Act,  and  comply  with the  provisions  of the
     Securities Act with respect to the disposition of all securities covered by
     such  registration  statement  during  such period in  accordance  with the
     intended  methods of disposition  by the Selling  Holders set forth in such
     registration statement.

          (g) The Company will furnish to each Selling  Holder  requesting  such
     registration  and the managing  Underwriter,  if any,  without charge,  one
     signed  copy and such  number  of  conformed  copies  of such  registration
     statement,  each amendment and supplement thereto,  the prospectus included
     in such registration statement (including each preliminary  prospectus) and
     any  amendments  or  supplements  thereto,  any documents  incorporated  by
     reference  therein and such other  documents as any such Selling  Holder or
     such managing Underwriter may reasonably request in order to facilitate the
     disposition of

<PAGE>
                                      -14-

     the Registrable  Securities (it being  understood that the Company consents
     to the use of the prospectus (including the preliminary prospectus) and any
     amendment  or  supplement  thereto by the Selling  Holder  requesting  such
     registration and the managing  Underwriter,  if any, in connection with the
     offering and sale of the Registrable  Securities  covered by the prospectus
     or any amendment or supplement thereto).

          (h) The Company will use its best  efforts to qualify the  Registrable
     Securities for offer and sale under such other  securities or blue sky laws
     of  such  jurisdictions  in  the  United  States  as  the  Selling  Holders
     reasonably  request;  keep  each such  registration  or  qualification  (or
     exemption therefrom) effective during the period in which such registration
     statement is required to be kept  effective;  and do any and all other acts
     and things  which may be  reasonably  necessary or advisable to enable each
     Selling Holder to consummate the disposition of the Registrable  Securities
     owned by such  Selling  Holder  in such  jurisdictions;  provided  that the
     Company will not be required to (i) qualify generally to do business in any
     jurisdiction  where it would not  otherwise  be required to qualify but for
     this  paragraph  3.01(h),  (ii)  subject  itself  to  taxation  in any such
     jurisdiction  or (iii)  consent to  general  service of process in any such
     jurisdiction.

          (i) The Company will as promptly as is practicable  notify the Selling
     Holders,  at any  time  when a  prospectus  relating  to  the  sale  of the
     Registrable  Securities  is  required  by law  to be  delivered  under  the
     Securities Act, of the occurrence of any event requiring the preparation of
     a  supplement  or  amendment  to such  prospectus  so that,  as  thereafter
     delivered to the purchasers of such Registrable Securities, such prospectus
     will not contain an untrue  statement  of a material  fact or omit to state
     any material  fact  required to be stated  therein or necessary to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading and promptly make available to the Selling Holders and
     to the Underwriters  any such supplement or amendment.  Upon receipt of any
     notice  of  the  occurrence  of any  event  of the  kind  described  in the
     preceding  sentence,  Selling Holders will forthwith  discontinue the offer
     and sale of Registrable  Securities pursuant to the registration  statement
     covering such  Registrable  Securities until receipt by the Selling Holders
     and  the  Underwriters  of the  copies  of  such  supplemented  or  amended
     prospectus  and, if so directed by the  Company,  the Selling  Holders will
     deliver to the Company all copies, other than permanent file copies then in
     the possession of Selling Holders,  of the most recent prospectus  covering
     such Registrable  Securities at the time of receipt of such notice.  In the
     event the Company  shall give such  notice,  the Company  shall  extend the
     period  during  which  such  registration  statement  shall  be  maintained
     effective  as  provided  in  Section  3.01(a)  hereof by the number of days
     during the period from and  including the date of the giving of such notice
     to the date when the Company  shall make  available to the Selling  Holders
     such supplemented or amended prospectus.

          (j) The Company will enter into  customary  agreements  (including  an
     underwriting    agreement   in   customary   form,    including   customary
     representations,  warranties,  covenants,  conditions and  indemnities) and
     take such other  actions as are  required or  reasonably  requested  by the
     Selling  Holders  or the  managing  Underwriter  in  order to  expedite  or
     facilitate the sale of such Registrable Securities.

<PAGE>
                                      -15-

          (k)  At  the  request  of  any   Underwriter  in  connection  with  an
     underwritten  offering  the  Company  will  furnish an opinion of  counsel,
     addressed  to the  Underwriters,  covering  such  customary  matters as the
     managing  Underwriter  may reasonably  request and (ii) a comfort letter or
     comfort letters (and updates thereof) from the Company's independent public
     accountants covering such customary matters as the managing Underwriter may
     reasonably request.

          (l) If requested by the managing  Underwriter  or any Selling  Holder,
     the Company shall promptly  incorporate in a prospectus  supplement or post
     effective  amendment such  information  as the managing  Underwriter or any
     Selling  Holder  reasonably  requests  to be  included  therein,  including
     without limitation,  with respect to the Registrable  Securities being sold
     by such  Selling  Holder,  the  purchase  price being paid  therefor by the
     Underwriters  and with  respect  to any  other  terms  of the  underwritten
     offering of the  Registrable  Securities to be sold in such  offering,  and
     promptly make all required  filings of such  prospectus  supplement or post
     effective amendment.

          (m) The Company shall  promptly make  available for  inspection by any
     Selling Holder or Underwriter  participating in any disposition pursuant to
     any registration statement, and any attorney,  accountant or other agent or
     representative  retained by any such  Selling  Holder or  Underwriter,  all
     financial and other records,  pertinent  corporate documents and properties
     of the Company, as shall be reasonably necessary to enable them to exercise
     their due  diligence  responsibility,  and cause  the  Company's  officers,
     directors  and  employees to supply all  information  requested by any such
     Selling  Holder  or  Underwriter  in  connection  with  such   registration
     statement.

          (n) The Company shall cause the Registrable Securities included in any
     registration  statement to be (A) listed on each  securities  exchange,  if
     any, on which similar  securities issued by the Company are then listed, or
     (B) authorized to be quoted and/or listed (to the extent applicable) on the
     Nasdaq National Market if the Registrable Securities so qualify.

          (o) The Company shall  provide a CUSIP number,  registrar and transfer
     agent for the Registrable Securities included in any registration statement
     not later than the effective date of such registration statement.

          (p) The Company  shall  cooperate  with each  Selling  Holder and each
     Underwriter participating in the disposition of such Registrable Securities
     and their respective  counsel in connection with any filings required to be
     made with the National Association of Securities Dealers, Inc.

          (q) The  Company  shall  during  the  period  when the  prospectus  is
     required  to be  delivered  under the  Securities  Act,  promptly  file all
     documents  required  to be filed with the  Commission  pursuant to Sections
     13(a), 13(c), 14 or 15(d) of the Exchange Act.

          (r) The Company will make generally available to its security holders,
     as soon as reasonably practicable,  an earnings statement covering a period
     of 12 months,

<PAGE>
                                      -16-

     beginning  within three months after the effective date of the registration
     statement, which earnings statement shall satisfy the provisions of Section
     11(a) of the Securities Act and the rules and regulations of the Commission
     thereunder.

          (s)  The  Company  will  use  its  best  efforts  to  cause  all  such
     Registrable  Securities  and, in the event of a public offering of Series A
     Preferred  Stock,  the Series A  Preferred  Stock  (subject  to  applicable
     listing  requirements),  to be listed on each securities exchange or quoted
     on each  inter-dealer  quotation  system on which the Common  Stock is then
     listed or quoted.

          The Company may require Selling Holders promptly to furnish in writing
     to the Company such information regarding such Selling Holders, the plan of
     distribution of the Registrable  Securities and other information as may be
     legally required in connection with such registration.

          Section  3.02  Registration   Expenses.   The  Company  will  pay  all
registration  expenses  of the  Selling  Holders in  connection  with any Demand
and/or Piggyback Registrations including but not limited to (i) registration and
filing fees with the  Commission  and the  National  Association  of  Securities
Dealers,  Inc., (ii) fees and expenses of compliance with securities or blue sky
laws (including  reasonable fees and disbursements of counsel in connection with
blue sky qualifications of the Registrable Securities), (iii) printing expenses,
(iv) fees and expenses  incurred in connection  with the listing or quotation of
the Registrable Securities,  (v) fees and expenses of counsel to the Company and
the reasonable fees and expenses of independent certified public accountants for
the Company  (including fees and expenses  associated with the special audits or
the delivery of comfort  letters),  (vi) the reasonable fees and expenses of any
additional experts retained by the Company in connection with such registration,
(vii) all  roadshow  costs and  expenses  not paid by the  Underwriters,  (viii)
rating  agency  fees and (ix) fees and  expenses  of counsel  to the  holders of
Registrable Securities.

          The Company will not be required to pay for any underwriting discounts
and commissions attributable to the sale of Registrable Securities.

                                   ARTICLE IV

                        INDEMNIFICATION AND CONTRIBUTION

          Section 4.01  Indemnification  by the Company.  The Company  agrees to
indemnify and hold harmless,  to the fullest extent permitted by applicable law,
each Selling Holder and its Affiliates and their respective officers, directors,
partners, stockholders,  members, employees, agents and representatives and each
Person (if any) which  controls a Selling  Holder  within the  meaning of either
Section 15 of the  Securities  Act or Section 20 of the Exchange  Act,  from and
against any and all losses,  claims,  damages,  liabilities,  costs and expenses
(including attorneys, fees) (collectively,  "Losses") caused by, arising out of,
resulting from or related to any untrue statement or alleged untrue statement of
a material fact contained in any registration statement,  preliminary prospectus
or prospectus relating to the Registrable Securities (as amended or supplemented
from time to time),  or caused by any  omission  or  alleged  omission  to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein not misleading,  except insofar as such Losses are caused by
or  contained  in or based  upon any  information  furnished  in  writing to the
Company by or on behalf of such Selling Holder or any Underwriter  expressly for
use  therein  (which  was not  subsequently  corrected  in  writing  prior to or
concurrently with the sale of Registrable Securities to the Person asserting the
Loss) or by the Selling  Holder's  failure to deliver a copy of the registration
statement or  prospectus  or any  amendments  or  supplements  thereto after the
Company has  furnished the Selling  Holder with copies of the same.  The Company
also agrees to indemnify any Underwriters of the Registrable  Securities,  their
officers  and  directors  and each  Person who  controls  such  Underwriters  on
substantially  the same  basis  as that of the  indemnification  of the  Selling
Holders  provided in this  Section  4.01.  Notwithstanding  the  foregoing,  the
Company  shall have no  obligation  to indemnify  under this Section 4.01 to the
extent any such Losses  have been  finally and  non-appealably  determined  by a
court of competent  jurisdiction  to have  resulted  from a Selling  Holder's or
Underwriter's willful misconduct or gross negligence.

          Section 4.02  Indemnification by Selling Holders.  The Selling Holders
agree to  indemnify  and hold  harmless,  to the  fullest  extent  permitted  by
applicable  law, the Company and its Affiliates and their  respective  officers,
directors,    partners,    stockholders,    members,   employees,   agents   and
representatives  and each Person (if any) which  controls the Company within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act,  from and against any and all Losses caused by,  arising out of,  resulting
from or  related to any  untrue  statement  or  alleged  untrue  statement  of a
material fact contained in any registration statement, preliminary prospectus or
prospectus  relating to the Registrable  Securities  (supplemented  from time to
time) or any  preliminary  prospectus,  or caused  by any  omission  or  alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the  statements  therein not  misleading,  but only insofar as
such  Losses  are  caused  by or  contained  in or based  upon  any  information
furnished  in writing to the Company by or on behalf of such  Selling  Holder or
any Underwriter expressly for use therein (which was not subsequently  corrected
in writing prior to or concurrently  with the sale of Registrable  Securities to
the Person  asserting  the Loss).  Notwithstanding  the  foregoing,  the Selling
Holder  shall have no  obligation  to  indemnify  under this Section 4.02 to the
extent that any such Losses have been finally and non-appealably determined by a
court of competent  jurisdiction  to have resulted  from the  Company's  willful
misconduct or gross negligence.

          Section  4.03  Conduct  of  Indemnification  Proceedings.  In case any
proceeding  (including any  governmental  investigation)  shall be instituted or
threatened  involving  any Person in respect  of which  indemnity  may be sought
pursuant to Section 4.01 or Section 4.02, such Person (the "Indemnified  Party")
shall promptly  notify the Person against whom such indemnity may be sought (the
"Indemnifying  Party") in writing (it being  understood that the failure to give
such notice shall not relieve any Indemnifying Party from any liability which it
may have hereunder except to the extent the  Indemnifying  Party is actually and
materially  prejudiced by such  failure) and the  Indemnifying  Party,  upon the
request of the Indemnified Party,  shall retain counsel reasonably  satisfactory
to such  Indemnified  Party to represent  such  Indemnified  Party and any other
Persons the  Indemnifying  Party may designate in such  proceeding and shall pay
the fees and  disbursements of such counsel related to such  proceeding.  If the
Indemnifying  Party does not elect  within 15 days  after  receipt of the notice
required hereby to assume the defense of

<PAGE>
                                      -18-

any proceeding,  the  Indemnified  Party may assume such defense with counsel of
its  choice  at the cost and  expense  of the  Indemnifying  Party.  In any such
proceeding where the Indemnifying Party has assumed the defense, any Indemnified
Party  shall have the right to retain its own  counsel  and  participate  in the
defense,  but the fees and expenses of such  counsel  shall be at the expense of
such  Indemnified  Party unless (i) the  Indemnifying  Party and the Indemnified
Party shall have  mutually  agreed to the  retention of such counsel or (ii) the
named parties to any such proceeding  (including any impleaded  parties) include
both the  Indemnified  Party and the  Indemnifying  Party and, in the opinion of
counsel for the Indemnified  Party,  representation  of both parties by the same
counsel would be inappropriate due to actual or potential  conflicting interests
between them or there exist defenses  available to the  Indemnified  Party which
are  not  available  to  the  Indemnifying  Party.  It is  understood  that  the
Indemnifying  Party  shall not, in  connection  with any  proceeding  or related
proceedings  in the same  jurisdiction,  be liable for the fees and  expenses of
more than one separate  firm of attorneys  (in addition to any local counsel for
each such jurisdiction) at any time for all such Indemnified  Parties,  and that
all such fees and expenses shall be reimbursed as they are incurred. In the case
of any such  separate  firm for the  Indemnified  Parties,  such  firm  shall be
designated in writing by the Indemnified  Parties.  The Indemnifying Party shall
not  settle  any  claim  or  proceeding  without  the  written  consent  of  the
Indemnified  Party,  unless such  settlement  (x)  requires no relief or penalty
other than the payment of money  damages,  (y) does not require any  Indemnified
Party to admit  culpability  or fault in any respect and (z) contains a full and
complete  release of the  Indemnified  Party with respect to all matters arising
from  the  facts  giving  rise  to  the  underlying  claim  or  proceeding.  The
Indemnifying  Party  shall not be liable for any  settlement  of any  proceeding
effected without its written  consent,  but if settled with such consent (not to
be  unreasonably  withheld),  or if there be a final judgment for the plaintiff,
the  Indemnifying  Party shall  indemnify  and hold  harmless  such  Indemnified
Parties from and against any loss or liability  (to the extent  stated above) by
reason of such settlement or judgment.

          Section 4.04 Contribution. If the indemnification provided for in this
Article IV is unavailable  to an  Indemnified  Party in respect of any Losses in
respect  of  which  indemnity  is to  be  provided  hereunder,  then  each  such
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall to the
fullest extent permitted by law contribute to the amount paid or payable by such
Indemnified  Party  as a  result  of  such  Losses  in  such  proportion  as  is
appropriate to reflect the relative  fault of such party in connection  with the
statements  or  omissions  that  resulted in such  Losses,  as well as any other
relevant  equitable  considerations.  The relative  fault of the  Company,  each
Selling Holder and the  Underwriters  shall be determined by reference to, among
other things,  whether the untrue or alleged untrue statement of a material fact
or the  omission  or  alleged  omission  to state a  material  fact  relates  to
information supplied by such party and the parties' relative intent,  knowledge,
access to  information  and  opportunity to correct or prevent such statement or
omission.

          The Company and each Selling  Holder  agrees that it would not be just
and equitable if  contribution  pursuant to this Section 4.04 were determined by
pro rata  allocation  (even if the  Underwriters  were treated as one entity for
such purpose) or by any other method of allocation that does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
The amount  paid or payable  by an  Indemnified  Party as a result of the Losses
referred to in the immediately  preceding  paragraph shall be deemed to include,
subject  to the

<PAGE>
                                      -19-

limitations set forth above, any legal or other expenses  reasonably incurred by
such  Indemnified  Party in connection with  investigating or defending any such
action or claim.  Notwithstanding  the provisions of this Article IV, no Selling
Holder shall be required to indemnify for or contribute  any amount in excess of
the amount by which the net  proceeds of the  offering  received by such Selling
Holder exceeds the amount of any damages which such Selling Holder has otherwise
been  required to pay by reason of such untrue or alleged  untrue  statement  or
omission or alleged omission.  No Person guilty of fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution   from  any  Person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

                                   ARTICLE V

                                  MISCELLANEOUS

          Section 5.01  Participation in Underwritten  Registrations.  No Person
may participate in any underwritten  registered offering contemplated  hereunder
unless such Person (a) agrees to sell its  securities  on the basis  provided in
any  underwriting  arrangements  approved by the Persons  entitled  hereunder to
approve such arrangements, (b) completes and executes all questionnaires, powers
of attorney,  custody  arrangements,  indemnities,  underwriting  agreements and
other  documents  reasonably  required  under  the  terms  of such  underwriting
arrangements and this Agreement and (c) furnishes in writing to the Company such
information  regarding such Person,  the plan of distribution of the Registrable
Securities and other information as the Company may from time to time request or
as may be legally  required  in  connection  with such  registration;  provided,
however,  that no such Person shall be required to make any  representations  or
warranties in connection with any such registration  other than  representations
and  warranties  as to (i) such  Person's  ownership  of his or its  Registrable
Securities  to be sold or  transferred  free and clear of all liens,  claims and
encumbrances, (ii) such Person's power and authority to effect such transfer and
(iii) such matters  pertaining  to  compliance  with  securities  laws as may be
reasonably  requested;  provided further,  however,  that the obligation of such
Person  to  indemnify  pursuant  to any such  underwriting  agreements  shall be
several,  not  joint  and  several,   among  such  Persons  selling  Registrable
Securities,  and the liability of each such Person will be in proportion to, and
limited  to,  the net  amount  received  by such  Person  from  the sale of such
Person's Registrable Securities pursuant to such registration.

          Section  5.02 Rule 144.  The Company  covenants  that it will file any
reports required to be filed by it under the Securities Act and the Exchange Act
and that it will take such further action as the Holders may reasonably  request
to the  extent  required  from  time to  time  to  enable  the  Holders  to sell
Registrable  Securities without registration under the Securities Act within the
limitation of the exemptions  provided by Rule 144 under the Securities  Act, as
such Rule may be amended from time to time,  or any similar  rule or  regulation
hereafter adopted by the Commission. Upon the request of any Holder, the Company
will  deliver to such Holder a written  statement  as to whether it has complied
with such reporting requirements.

          Section 5.03 Holdback Agreements.  Each Holder agrees, in the event of
an  underwritten  offering  for the account of the  Company not to offer,  sell,
contract to sell or  otherwise  dispose of any  Registrable  Securities,  or any
securities  convertible into or

<PAGE>
                                      -20-

exchangeable or exercisable for such securities,  including any sale pursuant to
Rule  144  under  the  Securities  Act  (except  as part  of  such  underwritten
offering),  during  the 14 days prior to, and during the 120 day period (or such
lesser period as the lead or managing  underwriters  may require)  beginning on,
the effective date of the registration  statement for such underwritten offering
(or, in the case of an  offering  pursuant to an  effective  shelf  registration
statement  pursuant  to  Rule  415,  the  pricing  date  for  such  underwritten
offering).

          Section 5.04 Termination.  The registration  rights granted under this
Agreement  will  terminate  at  such  time  as  there  shall  no  longer  be any
Registrable Securities.

          Section 5.05  Amendments,  Waivers,  Etc.  This  Agreement  may not be
amended,  waived or otherwise  modified or terminated except by an instrument in
writing signed by the Company and Holders of at least 66-2/3% of the Registrable
Securities then held by all Holders, if the amendment is to be effective against
the Holders,  provided that to the extent such amendment,  waiver,  discharge or
termination  could  reasonably  be expected to adversely  affect the rights of a
particular  Holder or class of Holders in a manner  different from its effect on
all  other   Holders   or   classes  of   Holders,   then  such   Holder  (or  a
majority-in-interest  determined  by holdings  of  Registrable  Securities  on a
fully-converted  basis)  of such  class of  Holders,  as the  case may be,  must
consent to such amendment, waiver, discharge or termination.

          Section 5.06  Counterparts.  This  Agreement may be executed in one or
more counterparts,  all of which shall be considered one and the same agreement.
Each party need not sign the same counterpart.

          Section 5.07 Entire Agreement.  This Agreement  constitutes the entire
agreement and supersedes all prior agreements and  understandings,  both written
and oral, among the parties with respect to the subject matter hereof.

          Section 5.08 Governing  Law. This Agreement  shall be governed by, and
construed in accordance  with,  the laws of the State of New York  regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law thereof.

          Section 5.09  Assignment of  Registration  Rights.  Each Holder of the
Registrable  Securities  may  assign  all or any part of its  rights  under this
Agreement  to any Person to whom such Holder  sells,  transfers  or assigns such
Registrable  Securities.  In the event that the Holder  shall  assign its rights
pursuant to this Agreement in connection  with the transfer of less than all its
Registrable Securities,  the Holder shall also retain his rights with respect to
its remaining Registrable Securities.

          Section 5.10 Specific  Performance.  The Company  agrees that monetary
damages would not be adequate  compensation for any loss incurred by the Holders
by reason of any breach by it of the  provisions  of this  Agreement  and hereby
agrees that the Holders, in addition to any remedies which they may have at law,
including  monetary  damages,  will  be  entitled  to  the  remedy  of  specific
performance.

          Section  5.11 No Superior  Registration  Rights.  The Company will not
grant  registration  rights  superior to those of the  Holders  pursuant to this
Agreement.

<PAGE>

                                      -21-

          IN WITNESS  WHEREOF,  the  Company  and The  Holders  have caused this
Agreement to be signed on its behalf by its officer thereunto duly authorized as
of the date first written above.



                                   INFOCROSSING, INC.



                                   By:
                                       -----------------------------------------
                                       Name:    Zach Lonstein
                                       Title:   Chief Executive Officer



                                   DB CAPITAL INVESTORS, L.P.



                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                       DB Capital Partners, L.P.,
                                       its General Partner


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:

                                       DB Capital Partners, Inc.,
                                       its General Partner


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:



                                   SANDLER CAPITAL PARTNERS V, L.P.


                                   By:  Sandler Investment Partners, L.P.,
                                        General Partner
                                   By:  Sandler Capital Management,
                                          General Partner
                                   By:  MJDM Corp., a General Partner

                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:



                                      Signature page to the Reg Rights Agreement

<PAGE>


                                   NDLER CAPITAL PARNTERS V FTE, L.P.

                                   By:  Sandler Investment Partners, L.P.,
                                        General Partner
                                   By:  Sandler Capital Management,
                                        General Partner
                                   By:  MJDM Corp., a General Partner

                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:



                                   SANDLER TECHNOLOGY PARTNERS, L.P.

                                       By:   Sandler Investment Partners, L.P.,
                                             General Partner
                                       By:   Sandler Capital Management,
                                             General Partner
                                       By:   MJDM Corp., a General Partner

                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:



                                   SANDLER CO-INVESTMENT PARTNERS, L.P.

                                       By:   Sandler Investment Partners, L.P.
                                             General Partner
                                       By:   Sandler Capital Management,
                                             General Partner
                                       By:   MJDM Corp., a General Partner

                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:



                                   PRICE FAMILY LIMITED PARTNERS



                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:



                                      Signature page to the Reg Rights Agreement

<PAGE>

                                   BENAKE, L.P.



                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:



                                   CAMDEN PARTNERS STRATEGIC
                                       FUND II-A, L.P..


                                       By:   Camden Partners Strategic II, LLC.
                                             its General Partner



                                   By:
                                       -----------------------------------------
                                       Name:   David L. Warnock
                                       Title:  Managing Member



                                   CAMDEN PARTNERS STRATEGIC
                                       FUND II-B, L.P..


                                       By:   Camden Partners Strategic II, LL
                                             its General Partner



                                   By:
                                       -----------------------------------------
                                       Name:   David L. Warnock
                                       Title:  Managing Member



                                   CAHILL, WARNOCK STRATEGIC PARTNERS FUND, L.P.


                                       By:   Camden Partners Strategic II, LLC.,
                                             its General Partner



                                   By:
                                       -----------------------------------------
                                       Name:   David L. Warnock
                                       Title:  Managing Member


<PAGE>


                                   STRATEGIC ASSOCIATES, L.P..


                                       By:   Camden Partners Strategic II, LLC.,
                                             its General Partner



                                   By:
                                       -----------------------------------------
                                       Name:   David L. Warnock
                                       Title:  Managing Member