GUARANTY OF LEASE


     THIS  GUARANTY  is  made  and  executed  as of  February  5th,  2001,  from
INFOCROSSING,   INC.,  a  Delaware  corporation   (hereinafter  referred  to  as
"Guarantor"),   to  (ii)  ASI  PROPERTIES,  INC.,  its  successors  and  assigns
(hereinafter referred to as "Landlord").

                                  WITNESSETH:

     WHEREAS,  Landlord has or will enter into that certain  Lease  (hereinafter
referred to as the "Lease"),  on or about the date hereof,  whereby Landlord has
agreed to lease to AmQUEST,  INC., a Georgia corporation.  (hereinafter referred
to as "Tenant")  certain  premises  (hereinafter  referred to as the "Premises")
commonly  known as Suites 1,2,6 and 7 in the building  located at 470 East Paces
Ferry Road, Atlanta,  Georgia containing  approximately 32,096 of Rentable Floor
Area.

     WHEREAS,  Guarantor  desires to induce  Landlord to execute and deliver the
Lease to Tenant and  Landlord  is willing to execute  and  deliver  the Lease to
Tenant only if Guarantor guarantees to Landlord the prompt performance by Tenant
of all the  covenants,  terms,  conditions  and  obligations  to be performed by
Tenant under the Lease.

     NOW,  THEREFORE,  in  consideration  of the  foregoing,  and of the  mutual
promises hereinafter set forth, the parties hereto hereby agree as follows:

     1. Guarantor hereby absolutely,  unconditionally,  irrevocably, jointly and
severally  guarantees to Landlord (i) the prompt and complete  payment by Tenant
to Landlord of the Base Rental and  additional  or other Rent (as defined in the
Lease)  payable  by Tenant to  Landlord  under the  Lease,  (ii) the  prompt and
complete payment by Tenant to Landlord of all sums of money payable by Tenant to
Landlord under the Lease, (iii) the prompt and complete performance by Tenant of
all covenants, conditions, terms and obligations to be performed by Tenant under
the Lease, and (iv) the prompt and complete payment by Tenant to Landlord of all
damages,  costs and expenses that, by reason of the Lease, may become payable by
Tenant to Landlord.

     2.  Guarantor's  liability  hereunder  shall in no way be  affected  by any
indulgence,  extension,  or forbearance  which Landlord may grant to Tenant with
respect to the  payment  or  performance  of any  obligation  of Tenant,  or any
waiver,  on the part of  Landlord  of any  breach  of the Lease by  Tenant;  and
Guarantor  waives  any  requirement  that  Guarantor  be  notified  of any  such
indulgence,  extension,  forbearance or waiver,  and Guarantor  waives notice of
such matters and of any default by Tenant under the Lease.

     3. If a default  (as  defined  in the  Lease)  occurs  with  respect to any
obligation of Tenant under the Lease,  Guarantor covenants and agrees to perform
such  obligation  forthwith  upon  demand  (in  the  same  manner  if  the  same
constituted   the  direct  primary   obligation  and  liability  of  Guarantor),
including, without limitation,  payments of all sums owing to Landlord by reason
of such default.

     4.  Landlord  shall have the right,  at any time and from time to time,  to
enforce  all  rights  and  remedies  available  to  Landlord  under  the  Lease,
including,  without  limitation,  agreements with Tenant modifying or in any way
changing any of the terms or provisions of the Lease,  extending or renewing the
time of  payment of any sum  payable  under the  Lease,  compromising  or making
settlement of any obligation of Tenant under the Lease, terminating the Lease or
resuming  possession of the Premises,  making demand upon or  instituting  legal
proceedings against Tenant, granting any indulgence, extension or forbearance to
Tenant with respect to the  performance of any obligation of Tenant,  or waiving
any  breach of the Lease by  Tenant,  all  without  notice  to, or  consent  of,
Guarantor and without  affecting the continuing  validity and  enforceability of
this Guaranty.

     5. Provided  Landlord gives Tenant any required  notice as set forth in the
Lease,  Landlord may make demand  and/or  institute  legal  proceedings  against
Guarantor  for the  performance  of any  obligation  of  Tenant  under the Lease
without  first  proceeding in any way against  Tenant and without  enforcing any
rights or remedies under the Lease.

     6. No delay of Landlord in exercising any rights and/or powers hereunder or
in taking any action to enforce the  performance of Tenant's  obligations  under
the Lease shall operate as a waiver as to such rights or powers or in any manner
prejudice  any  or  all  of  Landlord's  rights  and  powers  hereunder  against
Guarantor.

     7. All claims which  Guarantor  may have  against  Tenant by reason of this
Guaranty,  whether by way of  subrogation  to any  position  of  Landlord or for
contribution or  reimbursement,  shall be subordinate to any outstanding  claims
which  Landlord  shall  then have  against  Tenant.  Guarantor  hereby  releases
Landlord  from all  liability to Guarantor or Tenant for failing to recognize or
observe or protect any legal or equitable  rights of  Guarantor  with respect to
Tenant, the Premises or the Lease.

     8. This Guaranty may not be modified, altered or terminated except pursuant
to an instrument in writing executed by Guarantor and Landlord. No waiver of any
provision  of this  Guaranty  shall be valid  unless in  writing  and  signed by
Landlord.  A failure  of  Landlord  to insist  upon  strict  performance  of any
obligation  or  covenant  or  Guarantor  under this  Guaranty in any one or more
instances shall not be construed as a waiver or  relinquishment  of the right to
insist upon strict performance of such obligation or covenant in the future.

     9. This Guaranty is governed by and  construed and enforced  under the laws
of the State of Georgia.  Guarantor  irrevocably  submits to the jurisdiction of
any state or federal court sitting in or having  jurisdiction  over Cobb County,
Georgia, in any action or proceeding brought to enforce or otherwise arising out
of or relating to this Guaranty. Guarantor waives any objection to venue in such
court and waives any claim that such form is an inconvenience form.

     10. This  Guaranty  shall be binding  upon  Guarantor,  its  successors  or
assigns, and shall inure to the benefit of, and be enforceable by, Landlord, its
successors or assigns,  and by any  successor to the interest of Landlord  under
the Lease.

     11. Any notice,  demand or request by Landlord,  its successors or assigns,
to Guarantor shall be in writing, and shall be deemed to have been duly given or
made if

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either  delivered  personally  to Guarantor or mailed by certified or registered
mail,  addressed to Guarantor,  at the following  address:  2 Christie  Heights,
Leonia,  New Jersey  07605,  and to Landlord at the  following  address 470 East
Paces Ferry Road,  N.E.,  Atlanta,  Georgia  30305,  Attn:  James C.  Edenfield.
Guarantor  hereby  appoints  as its agent for the  receipt of service of process
under this  Guaranty,  Corporation  Service  Company at 4845 Jimmy Carter Blvd.,
Norcross,  Georgia 30093.  Guarantor shall pay to Landlord all costs,  including
without   limitation   reasonable   attorneys'   fees,  court  costs  and  other
disbursements,  incurred by Landlord in connection  with enforcing any provision
of this Guaranty, whether or not any action or lawsuit is actually instituted by
Landlord.

     12.  To the  extent  permitted  by  law,  Guarantor  expressly  waives  and
relinquishes  any and all  rights and  remedies  of  surety,  including  but not
limited to, any rights  described in Official  Code of Ga.  Ann., ' 10-7-1,  et.
seq.

     IN WITNESS WHEREOF,  the undersigned have executed this Guaranty on the day
and year first above written.

                                        GUARANTOR:

                                        INFOCROSSING, INC., a Delaware
                                        corporation


                                        By:  _______________________________

                                        Name:  ____________________________

                                        Title:  _____________________________

                                                (Corporate Seal)






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