EXECUTION COPY

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               SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT

                          Dated as of February 1, 2002

                                  By and Among

                               INFOCROSSING, INC.,

                           DB CAPITAL INVESTORS, L.P.,

                        SANDLER CAPITAL PARTNERS V, L.P.,

                      SANDLER CAPITAL PARTNERS V FTE, L.P.

                       SANDLER TECHNOLOGY PARTNERS, L.P.,

                      SANDLER CO-INVESTMENT PARTNERS, L.P.,

                  Cahill Warnock Strategic Partners Fund, L.P.,

                           Strategic Associates, L.P.,

                   Camden Partners Strategic Fund II-A, L.P.,

                   Camden Partners Strategic Fund II-B, L.P.,

                           THE MANAGEMENT STOCKHOLDERS
                           LISTED ON SCHEDULE A HERETO

                                       and

                         THE NON-MANAGEMENT STOCKHOLDERS
                           LISTED ON SCHEDULE B HERETO
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               SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT


          SECOND   AMENDED   AND   RESTATED   STOCKHOLDERS'    AGREEMENT   (this
"Agreement"),  dated as of February 1, 2002 by and among  Infocrossing,  Inc., a
Delaware corporation (the "Company"), DB Capital Investors, L.P. ("DB Capital"),
Sandler Capital Partners V, L.P.,  Sandler Capital Partners V FTE, L.P., Sandler
Technology  Partners,   L.P.,  Sandler   Co-Investment   Partners,   L.P.  (each
individually,  a "Sandler Entity," and, collectively,  the "Sandler Entities"1),
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  individually,  a "Camden  Entity"  and,  collectively,  the "Camden
Entities"),  the individuals listed on Schedule A hereto (each  individually,  a
"Management Stockholder" and, collectively,  the "Management  Stockholders") and
each  of  the  Persons  listed  on  Schedule  B  hereto  (each,  individually  a
"Non-Management    Stockholder"   and,    collectively,    the   "Non-Management
Stockholders") (each of DB Capital, each Sandler Entity, each Camden Entity, the
Management  Stockholders  and the  Non-Management  Stockholders  is  hereinafter
referred to as a "Stockholder").


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


          WHEREAS, the Management Stockholders own shares of Common Stock, $0.01
par value of the Company (the "Common Stock"); and

          WHEREAS,  pursuant to the terms of that  certain  Securities  Purchase
Agreement dated as of April 7, 2000 (the "Securities  Purchase  Agreement"),  by
and between the Company, DB Capital and the Sandler Entities, DB Capital and the
Sandler  Entities  have  acquired  shares of 8% Series A Cumulative  Convertible
Participating  Preferred  Stock,  par  value  $0.01  per  share  (the  "Series A
Preferred  Stock"),  together with warrants (the  "Warrants") to purchase Common
Stock (the "Warrant Shares"); and

          WHEREAS,  on May 10, 2000,  the Company,  and DB Capital,  the Sandler
Entities,  the  Management  Stockholders  party  thereto and the  Non-Management
Stockholders party thereto  (collectively the "Original  Stockholders")  entered
into a Stockholders' Agreement (the "Original Stockholders' Agreement") pursuant
to which each of them granted to the others  certain  rights in connection  with
the Series A Preferred Stock, Warrants,  Warrant Shares and Common Stock then or
thereafter  owned by them as set forth therein and assumed certain  obligations;
and

          WHEREAS, on December 10, 2000, the Original  Stockholders  amended and
restated the  Original  Stockholders'  Agreement  (the  "Existing  Stockholders'
Agreement"); and

<PAGE>

          WHEREAS,  the Company has entered into a Securities Purchase Agreement
dated as of the Closing Date (the "Camden  Purchase  Agreement") with the Camden
Entities; and

          WHEREAS,  pursuant to the terms of the Camden Purchase Agreement,  the
Company  shall  have  authorized  for sale,  issue and  delivery  to the  Camden
Entities  an  aggregate  of  (x)  $10.0  million   principal  amount  of  Senior
Subordinated  Debentures due 2005 (the "Camden  Debentures"),  together with (y)
warrants (the "Initial Camden Warrants") to purchase, initially 2,000,000 shares
of Common Stock (the "Initial Camden Warrant  Shares")  subject to adjustment in
accordance  with the terms of the Initial Camden  Warrants and (z) warrants (the
"Additional Camden Warrants" and, together with the Initial Camden Warrants, the
"Camden   Warrants")  to  purchase   additional  shares  of  Common  Stock  (the
"Additional Camden Warrant Shares" and, together with the Initial Camden Warrant
Shares,  the  "Camden  Warrant  Shares")  (the  Series A  Preferred  Stock,  the
Warrants,  the Warrant Shares, the Camden Debentures,  the Camden Warrants,  the
Camden Warrant Shares and the Common Stock are referred to herein,  collectively
as the "Securities) ;

          WHEREAS,  the  Company  has  entered  into a  Settlement  and  Release
Agreement dated as of November 6, 2001 (the "Auster Settlement Agreement"), with
Charles  Auster  (the  "Exited  Stockholder"),  pursuant  to  which  the  Exited
Stockholder  has agreed to resign  from his  positions  of  President  and Chief
Executive Officer of the Company;

          WHEREAS, the requisite number of parties to the Existing Stockholders'
Agreement  have agreed to release the Exited  Stockholder  from his  obligations
under the Existing Stockholders' Agreement;

          WHEREAS,  the Exited  Stockholder  has agreed to surrender  his rights
under the Existing Stockholders' Agreement;

          WHEREAS,  the execution and delivery of this  Agreement is a condition
to the  consummation  of the  transactions  contemplated  by the Camden Purchase
Agreement; and

          WHEREAS,  the Company,  the Original  Stockholders the Camden Entities
and the  Exited  Stockholder  wish to amend  and  restate  in its  entirety  the
Existing Stockholders' Agreement as set forth below.


          NOW,  THEREFORE,  in  consideration of the mutual covenants herein set
forth and other good and valuable consideration,  the receipt and sufficiency of
which are hereby  acknowledged,  the parties  hereto  hereby  agree to amend and
restate the Existing Stockholders' Agreement as follows:

                                   ARTICLE I

                               CERTAIN DEFINITIONS

          Section 1.1 Certain Definitions.  For purposes of this Agreement,  the
following terms shall have the following meanings:

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                                      -2-

          (a)  "Affiliate"  means,  with respect to (i) the  Company,  any other
     Person directly or indirectly  controlling,  controlled by, or under direct
     or indirect common control with, the Company; and (ii) the Camden Entities,
     any  current or former  members of or any  general or limited  partners  or
     retired  partners  of any of the Camden  Entities,  or any Person or entity
     that directly or indirectly, through one or more intermediaries,  controls,
     with the general partner of the Camden Entities,  the Camden Entities.  For
     the purposes of this  definition,  "control"  when used with respect to any
     Person  means the power to  direct  the  management  and  policies  of such
     Person,  directly or  indirectly,  whether  through the ownership of voting
     securities,  by  contract or  otherwise;  and the terms  "controlling"  and
     "controlled" have meanings correlative to the foregoing.

          (b) "Applicable Law" means (a) any United States federal, state, local
     or  foreign  law,  statute,  rule,  regulation,  order,  writ,  injunction,
     judgment,  decree or permit of any Governmental  Authority and (b) any rule
     or listing requirement of any applicable national stock exchange or listing
     requirement of any national stock exchange or Commission recognized trading
     market on which securities issued by the Company or any of the Subsidiaries
     are listed or quoted.

          (c) "Board of  Directors"  or "Board"  means the Board of Directors of
     the Company or any  committee  thereof duly  authorized to act on behalf of
     such Board.

          (d) "Capital  Stock"  means,  with respect to any Person,  any and all
     shares, interests, participations, rights in, or other equivalents (however
     designated and whether voting and/or  non-voting) of such Person's  capital
     stock, whether outstanding on the Original Closing Date or issued after the
     Original  Closing Date,  and any and all rights (other than any evidence of
     indebtedness),  warrants or options  exchangeable  for or convertible  into
     such capital stock.

          (e) "Change of Control"  means the  occurrence of any of the following
     events:  (a) any  "person"  or "group"  (as such terms are used in Sections
     13(d) and 14(d) of the Exchange Act) is or becomes the  "beneficial  owner"
     (as defined in Rule 13d-3 and 13d-5 under the Exchange  Act,  except that a
     Person shall be deemed to have  "beneficial  ownership"  of all  securities
     that  such  Person  has  the  right  to  acquire,  whether  such  right  is
     exercisable  immediately  or only after the  passage of time),  directly or
     indirectly,  of more  than 50% of the  total  Voting  Capital  Stock of the
     Company  or (b) the  Company  consolidates  with,  or merges  with or into,
     another Person or sells, assigns, conveys,  transfers,  leases or otherwise
     disposes of all or  substantially  all of its assets to any Person,  or any
     Person  consolidates with, or merges with or into the Company,  in any such
     event  pursuant to a  transaction  in which the holders of the  outstanding
     Voting Capital Stock of the Company  immediately  prior to such transaction
     hold less than 50% of the outstanding Voting Capital Stock of the surviving
     or  transferee  company  or  its  parent  company   immediately  after  the
     transaction or immediately  after such  transaction any "person" or "group"
     (as such terms are used in Sections  13(d) and 14(d) of the Exchange  Act),
     is the  "beneficial  owner" (as  defined in Rules 13d-3 and 13d-5 under the
     Exchange  Act,  except that a "person"  or "group"  shall be deemed to have
     "beneficial  ownership" of all securities that such "person" or "group" has
     the right to acquire, whether such right is exercisable immediately or only
     after the passage of time), directly or indirectly, of more

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                                      -3-

     than 50% of the total Voting  Capital  Stock of the surviving or transferee
     company  or  its  parent  company  immediately  after  the  transaction  as
     applicable or (c) during any consecutive  two-year period,  individuals who
     at the  beginning  of  such  period  constituted  the  Board  of  Directors
     (together  with any new directors  whose election by the Board of Directors
     or whose  nomination  for election by the  stockholders  of the Company was
     approved by a vote of a majority of the directors  then still in office who
     were either  directors at the beginning of such period or whose election or
     nomination for election was previously so approved) cease for any reason to
     constitute a majority of the Board of  Directors  then in office or (d) any
     transaction  subject to Rule 13e-3 under the Exchange Act if following such
     Rule  13e-3  transaction  a Person  owns more than 50% of the total  Voting
     Capital Stock of the Company.

          (f) "Closing Date" means February 1, 2002.

          (g)  "Commission"  means the United  States  Securities  and  Exchange
     Commission.

          (h) "Exchange Act" means, as of any date, the Securities  Exchange Act
     of 1934, as amended through such date, and the rules and regulations of the
     Commission promulgated thereunder in effect on such date.

          (i) "Governmental Authority" means (i) any foreign,  Federal, state or
     local court or  governmental  or regulatory  agency or authority,  (ii) any
     arbitration  board,  tribunal  or  mediator  and (iii) any  national  stock
     exchange or Commission recognized trading market on which securities issued
     by the Company or any of the Subsidiaries are listed or quoted.

          (j) "Holder"  means the Person in whose name any of the Securities are
     registered.

          (k) "Lonstein" means Zach Lonstein.

          (l) "Option  Agreements" means each of those certain Option Agreements
     dated as of the  Original  Closing Date between each of DB Capital and each
     of the Sandler Entities, on the one hand, and Lonstein, on the other hand.

          (m) "Original Closing Date" means May 10, 2000.

          (n) "Person" means any individual,  partnership,  corporation, limited
     liability company, joint venture, association,  joint-stock company, trust,
     unincorporated   organization   or   government   or  agency  or  political
     subdivision thereof, or other entity.

          (o)  "Registration  Rights  Agreement"  means the Amended and Restated
     Registration  Rights  Agreement,  to be dated as of the Closing  Date to be
     entered into by and between the Company, DB Capital,  the Sandler Entities,
     the Camden Entities, and Lonstein.

<PAGE>
                                      -4-


          (p)  "Securities  Act" means,  as of any date,  the  Securities Act of
     1933, as amended  through such date,  and the rules and  regulations of the
     Commission promulgated thereunder in effect on such date.

          (q) "Subsidiary"  means, with respect to any Person,  any corporation,
     association  or other  business  entity of which more than 50% of the total
     voting power of shares of Capital Stock or other equity interests  entitled
     (without  regard  to the  occurrence  of any  contingency)  to  vote in the
     election of directors or other  managing  authority  thereof is at the time
     owned  or  controlled,  directly  or  indirectly,  by such  Person  and its
     Subsidiaries.

          (r)  "Voting   Capital  Stock"  means  with  respect  to  any  Person,
     securities  of any  class  or  classes  of  Capital  Stock  in such  Person
     ordinarily  entitling the holders  thereof  (whether at all times or at the
     times that such class of  Capital  Stock has voting  power by reason of the
     happening  of any  contingency)  to vote in the  election of members of the
     board of directors or comparable governing body of such Person.

                                   ARTICLE II

                               TRANSFER OF SHARES

          Section 2.1  Restrictions.  (a) No  Stockholder  shall  sell,  assign,
pledge, hypothecate,  deposit in any voting trust, or in any manner, transfer or
dispose of any of the Securities or any right or interest therein, to any Person
(each such action, a "Transfer") except as permitted by this Agreement.

          (b) From and after the Closing  Date,  all  certificates  representing
Securities held by any of the Stockholders shall bear a legend which shall state
as follows:

     THE SECURITIES  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
     RESTRICTIONS  AGAINST  TRANSFER  SET  FORTH  IN A SECOND  AMENDED  AND
     RESTATED STOCKHOLDERS' AGREEMENT (THE "STOCKHOLDERS  AGREEMENT") DATED
     AS OF FEBRUARY 1, 2002, AS MAY BE AMENDED FROM TIME TO TIME. A COPY OF
     SUCH  STOCKHOLDERS  AGREEMENT  HAS  BEEN  FILED IN THE  OFFICE  OF THE
     COMPANY  LOCATED  AT 2 CHRISTIE  HEIGHTS  STREET,  LEONIA,  NEW JERSEY
     07605, WHERE THE SAME MAY BE INSPECTED DAILY DURING BUSINESS HOURS.

Notwithstanding  the foregoing,  any such certificates  representing  Securities
issued prior to the Closing  Date and bearing a legend  required by the Original
Stockholders'  Agreement or the Existing  Stockholder's  Agreement  shall not be
required to be relegended.

          (c) In addition to the legend  required by Section  2.1(b) above,  all
certificates  representing Securities held by any of the Stockholders shall bear
a legend which shall state as follows:

<PAGE>
                                      -5-


     "THE  SECURITIES   REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
     REGISTERED  UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED  OR THE
     SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. SUCH SECURITIES MAY
     NOT BE OFFERED, SOLD, TRANSFERRED,  PLEDGED, HYPOTHECATED OR OTHERWISE
     DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OTHER THAN PURSUANT TO
     AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS."

          (d)  Promptly  upon  execution  and delivery of this  Agreement,  each
Stockholder  shall deliver to the Secretary of the Company all certificates then
held by such Stockholder  representing Securities which do not have such legends
affixed  thereto as are required by this  Section  2.1. The Company  shall cause
such  legends  to be  affixed  promptly  to each of such  certificates  and such
certificates  to be returned  promptly to the  registered  Holder  thereof.  The
Company  agrees that it will not cause or permit the Transfer of any  Securities
to be made on its books unless the Transfer is permitted by this  Agreement  and
has been made in accordance with the terms hereof.

          (e)  For so long  as any  indebtedness  under  the  Camden  Debentures
remains outstanding,  Lonstein shall not make a Transfer of more than 20% of the
Securities  beneficially  owned by him, provided that such Transfer  restriction
shall not apply to any Transfer made by Lonstein pursuant to Sections 2.2(a)(i),
(ii), (vi), (vii) and (ix) below (a "Permitted Lonstein Transfer").

          Section 2.2 Permitted Transfers.  (a) Notwithstanding  anything to the
contrary  contained  herein,  a  Stockholder  may at any time  effect any of the
following  Transfers  (each  a  "Permitted  Transfer"  and  each  transferee,  a
"Permitted Transferee"):

          (i) A  Stockholder's  Transfer of any or all Securities  owned by such
     Stockholder following such Stockholder's death by will or intestacy to such
     Stockholder's legal representative, heir or legatee.

          (ii) A Stockholder's  Transfer of any or all Securities  owned by such
     Stockholder as a gift or gifts during such  Stockholder's  lifetime to such
     Stockholder's  spouse,  children,  grandchildren  or a trust or other legal
     entity for the benefit of any Stockholder or any of the foregoing, provided
     that  such  Stockholder   retains  voting  control  of  the  Securities  so
     transferred.

          (iii) With respect to the Management  Stockholders prior to the second
     anniversary of the Original Closing Date, any Transfer  approved in advance
     by the Board of Directors.

          (iv) With respect to any Management Stockholder,  a Transfer of any or
     all Securities owned by such Management  Stockholder (a) which occurs after
     the second  anniversary of the Original  Closing Date and (b) is (i) in any
     transaction  in compliance  with Rule 144 under the  Securities  Act or any
     successor rule or regulation;  provided, however, that, without the consent
     of the Board of Directors of the Company,  no

<PAGE>
                                      -6-

     Management Stockholder shall Transfer an amount of Securities in any twelve
     month  period  which  exceeds  the  number of such  Securities  which  such
     Management  Stockholder  could  permissibly sell under Rule 144(e)(1) under
     the  Securities  Act (whether or not such  Management  Stockholder  is then
     subject  to  Rule  144(e)(1)),  (ii) in any  transaction  exempt  from  the
     registration  requirements  of the  Securities  Act or (iii)  pursuant to a
     registration statement.

          (v) With respect to any of DB Capital,  any Sandler Entity, any Camden
     Entity  or  any  Non-Management  Stockholder,  a  Transfer  of  any  or all
     Securities owned by it (a) to an Affiliate that has agreed in writing to be
     bound by the terms and provisions of Section 2.1 and 2.2 to the same extent
     that such  party  would be bound if it  beneficially  owned the  Securities
     transferred to such  Affiliate or (b) (i) in any  transaction in compliance
     with Rule 144 under the Securities Act or any successor rule or regulation,
     (ii) in a  transaction  exempt from the  registration  requirements  of the
     Securities Act or (iii) pursuant to a registration statement.

          (vi) With respect to any Management  Stockholder,  any transfer to any
     Person at any time after the date on which (x) the Company  has  terminated
     the employment of such Management  Stockholder  other than for cause or (y)
     such Management  Stockholder has terminated his employment with the Company
     for "good reason" as defined in such  Management  Stockholder's  employment
     agreement or consulting  agreement with the Company (or if such  Management
     Stockholder  does not have an employment or consulting  agreement  with the
     Company or such  employment  agreement  or  consulting  agreement  does not
     define "good reason", as "good reason" is defined in Lonstein's  employment
     agreement with the Company).

          (vii) A Transfer pursuant to a registered offering of securities which
     is effected  pursuant  to rights  granted to the  transferring  Stockholder
     pursuant to the Registration Rights Agreement.

          (viii) A Transfer by a Stockholder to the Company.

          (ix) A  Transfer  by  Lonstein  to DB Capital  or any  Sandler  Entity
     pursuant to any Option Agreement.

          (b) In any such Transfer referred to above in Section 2.2(a)(i),  (ii)
or (ix), the Permitted Transferee shall receive and hold such Securities subject
to the  provisions of this  Agreement as if such  Permitted  Transferee  were an
original signatory hereto and such Permitted  Transferee shall be deemed to be a
party to this Agreement.

          (c) Not later than ten (10) days  before  effecting  any  Transfer  of
Securities,  the Holder proposing to make such Transfer shall give notice to the
Company  (with  a copy to DB  Capital,  the  Sandler  Entities  and  the  Camden
Entities) of such proposed  Transfer,  specifying the method of disposition  and
the amount of shares to be so Transferred (the "Transfer Notice").

<PAGE>
                                      -7-


                                  ARTICLE III

                        BOARD OF DIRECTORS OF THE COMPANY

          Section 3.1 Board of Directors.  (a) Each  Stockholder  agrees to vote
all of the  Securities  held  by  such  Stockholder  (to  the  extent  all  such
Securities are entitled to vote) so as to elect and maintain a Board composed of
the following:  (i) two people designated by Lonstein;  provided that so long as
Lonstein is the Chief  Executive  Officer of the Company one such designee shall
be  Lonstein,  (ii)  two  people  designated  by DB  Capital  (the  "DB  Capital
Directors"),  (iii) two people  designated by the Sandler Entities (the "Sandler
Directors")  and (iv) not less than  three  additional  directors,  each of whom
shall  be  unaffiliated  with the  Company,  designated  by  mutual  consent  of
Lonstein, DB Capital and the Sandler Entities; provided that, for so long as any
indebtedness  under  the  Camden  Debentures  remains  outstanding,  the  Camden
Entities  shall  have the right to (x)  designate  one  observer  to attend  and
participate  (but not vote) in each  meeting  of the Board of  Directors  at the
Company's reasonable expense; (y) be notified of each regular or special meeting
of the Board of Directors  concurrently with notification given to the directors
of the Company; and (z) receive all materials provided to directors concurrently
with delivery to other  directors  (other than the  Company's  annual budget and
operating  plan for each fiscal year which shall be presented  to such  observer
within a reasonable time (but, in no event, no more than five (5) business days)
after the Company's  management  has first  presented  such budget and operating
plan to the  Board);  provided,  further,  that,  in the event that  Lonstein is
neither Chief Executive  Officer nor Chairman of the Board of the Company,  then
David  Warnock  ("Warnock")  will (A) be  designated as a member of the Board of
Directors  and (B) be  appointed  to the  nominating  committee  of the Board of
Directors;  provided,  further, that,  notwithstanding  anything to the contrary
herein, if the Chief Executive Officer of the Company has not been designated as
a director of the Company  pursuant to clause (i), (ii) or (iii) of this Section
3.1(a), then one of the persons designated as a director pursuant to this clause
(iv) (other than Warnock) shall be the Chief Executive Officer of the Company.

          (b) In the event that any director  designated by any  Stockholder for
any  reason  ceases  to serve as a  director  during  his  term of  office,  the
resulting vacancy on the Board shall be filled by a director  designated by such
Stockholder.

          Section 3.2 Election. Promptly upon the execution and delivery of this
Agreement,  the  Stockholders  shall  take all such  action as may be  necessary
(including, but not limited to, the removal of directors).

                                   ARTICLE IV

                                CERTAIN DECISIONS

          Section 4.1 Series A Preferred Stock Directors Approval. The following
acts,  expenditures,  decisions and obligations  made or incurred by the Company
shall  require the prior  written  approval of the DB Capital  Directors and the
Sandler Directors:

          (a) the hiring or termination of any senior officers of the Company or
     any Subsidiary including,  without limitation,  with respect to the Company
     and  Infocrossing,

<PAGE>
                                      -8-

     Inc., the Chief Executive Officer, Chief Financial Officer, Chief Operating
     Officer,  President or any officer reporting directly to the President,  or
     Chief  Executive  Officer and,  with respect to any other  Subsidiary,  the
     Chief Executive Officer, Chief Operating Officer or President;

          (b) approval of the Company's  annual business plan,  operating budget
     and capital budget;

          (c) any capital expenditure or series of related capital  expenditures
     by the Company or any  Subsidiary to the extent (i) not otherwise  included
     in the approved annual capital budget or (ii) such expenditure or series of
     expenditures would cause,  together with all other capital  expenditures to
     such time,  the Company's  capital budget to be exceeded by $250,000 in the
     aggregate;

          (d) in a single  transaction  or series of related  transactions,  the
     consolidation or merger with or into, or sale, assignment, transfer, lease,
     conveyance or disposal of all or substantially  all of the Company's assets
     to, any Person; the agreement to any plan of recapitalization;  consent to,
     approval or  recommendation  of any tender offer for any class or series of
     the Company's  Capital Stock or consent to, approval or  recommendation  of
     any Change of Control of, or action which is expected to result in a Change
     of Control of, the  Company;  or adoption of a plan of  liquidation  or the
     making of any payments in  liquidation or with respect to the winding up of
     the Company;

          (e) the authorization or creation of, modification of the terms of or,
     increase  in the  authorized  amount  of any  class  or  series  of  equity
     securities of the Company or the issuance or sale of any equity  securities
     or any equity  securities  which are  convertible or  exchangeable  into or
     exercisable  for any  equity  securities  of the  Company,  other  than (i)
     compensatory  or  incentive  stock  options (or any shares of Common  Stock
     issued upon the exercise  thereof) issued pursuant to employee stock option
     plans of the Company  which have been approved by the Board of Directors of
     the  Company,  (ii)  issuances  of  Common  Stock to  employees,  officers,
     directors  and  consultants  of the Company,  pursuant to employee  benefit
     plans approved by the Board of Directors of the Company, or (iii) shares of
     Common Stock issued upon (x) the conversion of the Series A Preferred Stock
     or (y) the exercise of the Warrants or Camden Warrants.

          (f) the making,  or permitting of any of the Subsidiaries to make, any
     acquisition  or  divestiture  in  which  the  total  consideration  exceeds
     $5,000,000;

          (g)  incurring,  guaranteeing  or otherwise  incurring or assuming any
     obligations or any  indebtedness  for borrowed money or capitalized  leases
     (other  than  indebtedness  of the  Company  to any  of  its  wholly  owned
     Subsidiaries  or of any  Subsidiary  of the  Company to the  Company or any
     wholly owned  Subsidiary of the Company)  (other than trade payables in the
     ordinary course of business) in excess of $2,500,000 in the aggregate;

          (h) entering into any transaction with (including, without limitation,
     the  purchase,  lease  or  sale  of any  property  of the  rendering  of or
     contracting for any services)

<PAGE>
                                      -9-

     with any Affiliate  (other than a wholly owned  Subsidiary) of the Company;
     provided,  that the Company may issue  options or shares of Common Stock to
     Affiliates  (other than wholly  owned  Subsidiaries)  of the Company to the
     extent such options or shares are issued  pursuant to the terms of employee
     benefit plans approved by the Board of Directors of the Company; and

          (i) increasing the number of options, shares of Common Stock, or other
     securities  which may be granted under, or which are subject to or underlie
     any employee  benefits  plan of the Company or any  Subsidiary,  including,
     without limitation, any stock option plan, stock incentive plan, restricted
     stock plan,  stock  appreciation  rights plan,  phantom stock plan or other
     similar plan.

          Section 4.2 Certain Actions.  Each  Stockholder  hereby agrees to take
all such action as may be required to give effect to Section 4.1, including, but
not  limited  to,  the  adoption  by the Board of  Directors  of the  Company of
resolutions giving effect to such Section, and shall take all such action as may
be necessary (including the removal of directors) to cause any Person designated
by such Stockholder as a director  pursuant to Article III hereof and cause such
resolutions to be adopted.

          Section 4.3  Issuance  of Camden  Warrants.  Each of DB Capital,  each
Sandler  Entity and  Lonstein,  severally  and jointly,  covenants and agrees to
vote,  or cause the vote of, all shares of Voting  Capital  Stock of the Company
and other  voting  securities  of the  Company  and which such Person has voting
control,  and will take all other necessary or desirable actions within his, her
or its control as a Stockholder  of the Company (and not in any other  capacity)
to approve the  issuance of all Camden  Warrants  in  accordance  with the terms
thereof.

                                   ARTICLE V

                       RIGHT OF CO-SALE; PREEMPTIVE RIGHTS

          Section 5.1  Co-Sale.  (a) For so long as any  indebtedness  under the
Camden Debentures remains outstanding and Lonstein is either the Chief Executive
Officer or  Chairman  of the Board of  Directors  of the  Company,  if  Lonstein
proposes  to  sell  Securities  other  than  pursuant  to a  Permitted  Lonstein
Transfer,  each of the  Camden  Entities  shall  have the  right  (the  "Co-Sale
Right"),  exercisable  upon written  notice to the Company  within ten (10) days
following receipt of the Transfer Notice, to participate in Lonstein's  proposed
Transfer of Securities  pursuant to the specified terms and conditions set forth
in the Transfer Notice, provided that, Lonstein shall be permitted to sell up to
50,000 shares of Common Stock per year without  giving such  Transfer  Notice to
the Camden  Entities.  To the extent that any of the Camden  Entities  exercises
such Co-Sale Right in accordance  with the terms and conditions set forth below,
the number of Camden  Warrant  Shares  which such Camden  Entity may transfer in
such Transfer shall be subject to the following  terms and  conditions  (and the
number of Securities  proposed to be sold by Lonstein  shall be  correspondingly
reduced):

          (i)  Calculation of Shares.  Each of the Camden  Entities may transfer
     all or any part of that number of Camden  Warrant  Shares then held by such
     Camden  Entity  equal  to the  product  obtained  by  multiplying  (x)  the
     aggregate  number of shares of

<PAGE>
                                      -10-

     Common  Stock  covered  by  the  Transfer  Notice  by (y) a  fraction,  the
     numerator of which is the number of Camden Warrant Shares then held by such
     Camden Entity  (assuming  the exercise of all the Camden  Warrants) and the
     denominator  of which is the total number of Camden Warrant Shares plus the
     number of shares of Common  Stock then held by Lonstein on a  fully-diluted
     basis (the "Co-Sale Shares").

          (ii) Delivery of Certificates.  Each of the Camden Entities may effect
     their  participation in the Transfer by delivering to Lonstein for transfer
     to the Permitted Transferee one or more certificates, properly endorsed for
     transfer,  which  represent the number of Co-Sale  Shares which such Camden
     Entities elect to be subject to such Transfer.

          (b) The  certificates  which the Camden  Entities  deliver to Lonstein
pursuant to Section  5.1(a)(ii)  shall be delivered by Lonstein to the Permitted
Transferee in consummation of the Transfer  pursuant to the terms and conditions
specified in the Transfer Notice,  and Lonstein shall promptly  thereafter remit
that portion of any proceeds to which the Camden Entities are entitled by reason
of their participation in such Transfer.

          (c) The  exercise or  non-exercise  of the rights of any of the Camden
Entities  hereunder to  participate  in one or more  Transfers  made by Lonstein
shall not adversely  affect their rights to participate in subsequent  Transfers
made by Lonstein  to the extent of their  remaining  holdings of Camden  Warrant
Shares.

          (d) Any  transferee or assignee of any  Securities  (including  Camden
Warrants  and Camden  Warrant  Shares),  regardless  or whether the  Transfer or
assignment was made in compliance  with this  Agreement,  shall receive and hold
such Securities subject to all of the provisions and restrictions of Articles II
and III.

          Section 5.2  Preemptive  Rights.  (a) The Company hereby grants to the
Camden Entities the right to purchase, pro rata, "New Securities" (as defined in
this Section  5.2) that the Company  may,  from time to time propose to sell and
issue (such right, the "Preemptive  Rights").  Such pro rata share, for purposes
of such Preemptive  Rights,  is equal to the product obtained by multiplying (x)
the  aggregate  number of New  Securities  to be issued by (y) a  fraction,  the
numerator  of which is the  number of  Camden  Warrant  Shares  then held by the
Camden  Entities and the  denominator  of which is the total number of shares of
Common Stock then outstanding on a fully-diluted  basis.  Such Preemptive Rights
shall be subject to the following provisions:

          (b)  "New   Securities"   shall  be  Common  Stock  (or  any  security
convertible  into Common  Stock)  issued by the  Company  after the date of this
Agreement, other than shares of Common Stock issued or issuable:

          (i) to officers,  directors or employees  of, or  consultants  to, the
     corporation  pursuant to a stock  grant,  stock  option,  restricted  stock
     purchase agreement, stock appreciation right, option plan, purchase plan or
     other employee stock incentive  program or agreement,  in each case,  where
     the grant of such options is approved by the Board of Directors ;

          (ii) upon conversion of shares of the Series A Preferred Stock;

<PAGE>
                                      -11-

          (iii) upon the exercise of (x) Warrants and/or (y) Camden Warrants;

          (iv) (x) as a dividend or other distribution on the Series A Preferred
     Stock or (y) as a paid in kind interest payment made pursuant to the Camden
     Debentures;

          (v) pursuant to an underwritten public offering;

          (vi) pursuant to a consolidation of the Company with, or merger of the
     Company into, any other Person,  or in case of any merger of another Person
     into  the  Company  (other  than a  merger  that  does  not  result  in any
     reclassification,  conversion,  exchange  or  cancellation  of  outstanding
     shares of Common Stock of the Company),  or in case of any sale, conveyance
     or transfer of all or substantially all the assets of the Company;

          (vii) to customers  and  suppliers of the Company;  provided that such
     issuance is approved by a majority of the -------- Board of Directors;

          (viii) to banks,  savings and loan associations,  equipment lessors or
     other  similar  lending  institutions  in  connection  with  such  entities
     providing working capital credit  facilities or equipment  financing to the
     Company;  provided that such arrangements are approved by a majority of the
     Board of Directors; and

          (ix) in any stock split, stock dividend, or like recapitalization.

          (c) In the event that the Company proposes to undertake an issuance of
New  Securities,  it shall  give  the  Camden  Entities  written  notice  of its
intention,  describing  the price and the  general  terms upon which the Company
proposes  to issue the same.  The Camden  Entities  shall have  thirty (30) days
after  receipt of such notice to agree to purchase up to their pro rata share of
such New  Securities  (determined  pursuant to Section  5.2(a)) at the price and
upon the terms  specified in the notice by giving  written notice to the Company
and stating therein the quantity of New Securities to be purchased.

          (d)  Whether  or  not  any  of  the  Camden  Entities  exercise  their
respective  Preemptive Rights within the thirty (30) day period specified above,
the Company  shall have ninety  (90) days  thereafter  to sell (or enter into an
agreement  pursuant to which the sale of New Securities covered thereby shall be
closed,  if at all, within ninety (90) days from the date of said agreement) the
New  Securities  at a price and upon terms no more  favorable to the  purchasers
thereof than specified in the Company's notice. In the event the Company has not
sold the New  Securities  within  such  90-day  period  (or sold and  issued New
Securities  in accordance  with the  foregoing  within ninety (90) days from the
date of such  agreement) the Company shall not thereunder  issue or sell any New
Securities  without first offering such New Securities to the Camden Entities in
the manner  provided  above.  The closing of the sale of New  Securities  to the
Camden Entities and other purchasers shall occur simultaneously.

          (e) The Preemptive  Rights shall  terminate at such time as the Camden
Entities  cease to own,  in  aggregate,  Camden  Warrants  to  purchase at least
1,000,000  Camden  Warrant  Shares,  subject to adjustment in connection  with a
stock split, stock dividend or like recapitalization.

<PAGE>
                                      -12-


                                   ARTICLE VI

                                  MISCELLANEOUS

          Section  6.1 Entire  Agreement.  This  Agreement  contains  the entire
agreement  between the parties  hereto with respect to the subject matter hereof
and supersedes all prior  arrangements  or  understandings  (whether  written or
oral) with respect thereto.

          Section 6.2 Captions. The Article and Section captions used herein are
for  reference  purposes  only and shall not in any way  affect  the  meaning or
interpretation of this Agreement.

          Section 6.3  Counterparts.  For the  convenience  of the parties,  any
number of  counterparts  of this Agreement may be executed by the parties hereto
and each such executed counterpart shall be deemed to be an original instrument.

          Section 6.4 Notices. All notices,  consents,  requests,  instructions,
approvals and other communications  provided for herein and all legal process in
regard  hereto  shall be  validly  given,  made or  served,  if in  writing  and
delivered by personal delivery,  overnight courier,  telecopier or registered or
certified  mail,  return-receipt  requested  and postage  prepaid  addressed  as
follows:

                  If to the Company, to:

                           Infocrossing, Inc.
                           2 Christie Heights Street
                           Leonia, New Jersey 07605

                           Attention:  Zach Lonstein, Chief Executive Officer
                           Tel.:    (201) 840-4717
                           Fax:     (201) 840-7216

                  With a copy to:

                           White & Case LLP
                           1155 Avenue of the Americas
                           New York, New York 10036

                           Attention:  S. Ward Atterbury, Esq.
                           Tel.:    (212) 819-8331
                           Fax:     (212) 354-8113

                  if to DB Capital, to:

                           c/o DB Capital Partners, L.P.
                           31 West 52nd Street
                           26th Floor
                           New York, New York  10019

                           Attention:  Tyler T. Zachem, Managing Director
                           Tel.:    (646) 324-2415
                           Fax:     (646) 324-7842

                  With a copy to:

                           White & Case LLP
                           1155 Avenue of the Americas
                           New York, New York  10036

                           Attention:  S. Ward Atterbury, Esq.
                           Tel.:    (212) 819-8331
                           Fax:     (212) 354-8113

                  if to the Sandler Entities, to:

                           c/o Sandler Capital Management
                           767 Fifth Avenue, 45th Floor
                           New York, New York  10153

                           Attention:  Rich Keller, Managing Director
                           Tel:     (212) 754-8100
                           Fax:     (212) 826-0280

                  if to the Camden Entities, to:

                           c/o Camden Partners, Inc.
                           One South Street, Suite 2150
                           Baltimore, Maryland  21202

                           Attention:  David Warnock
                           Tel:     (410) 895-3800
                           Fax:     (410) 895-3805

                  With a copy to:

                           Wilmer Cutler & Pickering
                           100 Light Street
                           13th Floor
                           Baltimore, Maryland  21202

                           Attention:  Jay Watkins, Esq.
                           Tel:     (410) 986-2800
                           Fax:     (410) 986-2828

               if to  any  of  the  Management  Stockholders  or  Non-Management
               Stockholders, to the addresses set forth on the books and records
               of the Company.

or to such  other  address  as any such  party  hereto  may,  from time to time,
designate in writing to all other  parties  hereto,  and any such  communication
shall be deemed to be given,  made or served as of the date so delivered  or, in
the case of any communication delivered by mail, as of the date so received.

          Secton 6.5  Successors and Assigns.  This  Agreement  shall be binding
upon and  inure to the  benefit  of the  Company,  the  Stockholders  and  their
respective heirs, devisees, legal representatives, successors, permitted assigns
and  other  permitted  transferees.  The  rights  of a  Stockholder  under  this
Agreement may not be assigned or otherwise conveyed by any Stockholder except in
connection with a Transfer of shares which is in compliance with this Agreement.

          Section 6.6  GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY AND
CONSTRUED  AND  ENFORCED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO SUCH STATE'S CHOICE OF LAW PROVISIONS.

          Section 6.7 Submission to Jurisdiction. (a) Each of the parties hereto
hereby irrevocably acknowledges and consents that any legal action or proceeding
brought with respect to any of the obligations arising under or relating to this
Agreement may be brought in the courts of the State of New York or in the United
States  District  Court for the  Southern  District  of New  York,  as the party
bringing such action or  proceeding  may elect,  and each of the parties  hereto
hereby  irrevocably  submits to and  accepts  with  regard to any such action or
proceeding,   for  itself  and  in  respect  of  its  property,   generally  and
unconditionally,  the jurisdiction of the aforesaid  courts.  Subject to Section
6.7(b),  the foregoing  shall not limit the rights of any party to serve process
in any other manner  permitted by law. The  foregoing  consents to  jurisdiction
shall not constitute  general consents to service of process in the State of New
York for any purpose  except as provided above and shall not be deemed to confer
rights on any Person other than the respective parties to this Agreement.

          (b) Each of the  parties  hereto  hereby  waives any right it may have
under the laws of any  jurisdiction  to commence by publication any legal action
or proceeding with respect to this Agreement. To the fullest extent permitted by
Applicable  Law,  each of the  parties  hereto  hereby  irrevocably  waives  the
objection  which it may now or hereafter  have to the laying of the venue of any
suit,  action or proceeding  arising out of or relating to this Agreement in any
of the

<PAGE>
                                      -3-

courts referred to in Section 6.7(a) and hereby further  irrevocably  waives any
claim that any such court is not a convenient forum for any such suit, action or
proceeding.

          (c) The parties  hereto agree that any judgment  obtained by any party
hereto or its successors or assigns in any action,  suit or proceeding  referred
to above may, in the discretion of such party (or its successors or assigns), be
enforced in any jurisdiction, to the extent permitted by Applicable Law.

          (d) The parties  hereto agree that the remedy at law for any breach of
this  Agreement may be inadequate  and that should any dispute arise  concerning
the sale or disposition of any shares or the voting thereof or any other similar
matter hereunder, this Agreement shall be enforceable in a court of equity by an
injunction or a decree of specific performance. Such remedies shall, however, be
cumulative  and  nonexclusive,  and shall be in addition  to any other  remedies
which the parties hereto may have.

          (e) The parties hereto agree that the prevailing party or parties,  as
the case may be, in any action,  suit,  arbitration or other proceeding  arising
out of or with respect to this Agreement or the transactions contemplated hereby
shall  be  entitled  to  reimbursement  of all  costs of  litigation,  including
reasonable  attorneys' fees, from the non-prevailing party. For purposes of this
Section 6.7(e), each of the "prevailing party" and the "non-prevailing party" in
any action, suit,  arbitration or other proceeding shall be the party designated
as such by the court,  arbitrator or other appropriate  official  presiding over
such action,  suit,  arbitration or other proceeding,  such  determination to be
made as a part of the judgment rendered thereby.

          Section  6.8  Benefits  Only  to  Parties.  Nothing  expressed  by  or
mentioned  in this  Agreement  is  intended  or shall be  construed  to give any
Person,  other  than the  parties  hereto  and their  respective  successors  or
permitted  assigns,  any legal or equitable  right,  remedy or claim under or in
respect of this Agreement or any provision herein contained,  this Agreement and
all conditions and provisions hereof being intended to be and being for the sole
and exclusive benefit of the parties hereto and their respective  successors and
permitted assigns, and for the benefit of no other Person.

          Section 6.9  Termination.  This  Agreement  shall  terminate  upon the
happening of any one of the following events:

          (a)  with  respect  to  all  parties,  the  voluntary  or  involuntary
     dissolution of the Company;

          (b) with  respect to DB Capital and the Sandler  Entities  only,  upon
     each of DB Capital and the Sandler Entities ceasing to hold at least 25% of
     the shares of Common  Stock  (calculated  assuming  the  conversion  of the
     Series A  Preferred  Stock and the  exercise  of the  Warrants)  held by DB
     Capital  or the  Sandler  Entities,  as the  case may be,  on the  Original
     Closing Date;

          (c) with respect to the Camden Entities only, upon the Camden Entities
     ceasing  to own,  in  aggregate,  Camden  Warrants  to  purchase  at  least
     1,000,000 Camden Warrant Shares, subject to adjustment in connection with a
     stock split, stock dividend or

<PAGE>
                                      -16-

     like recapitalization and there ceasing to be any indebtedness  outstanding
     under the Camden Debentures;  and (d) with respect to all parties, upon the
     occurrence  of the events  specified in clauses (b) and (c) of this Section
     6.5.

          Section  6.10  Sunset  Provisions.  (a) On the date on which  Lonstein
ceases to hold at least 50% of the shares of Common Stock  (calculated  assuming
the exercise of all vested  in-the-money  stock options) held by Lonstein on the
Original  Closing Date,  then the number of persons whom Lonstein shall have the
right to designate to serve as directors of the Company under Section  3.1(a)(i)
shall be reduced to one. On the date on which  Lonstein  ceases to hold at least
25% of the shares of Common  Stock  (calculated  assuming  the  exercise  of all
vested  in-the-money  stock  options)  held by Lonstein on the Original  Closing
Date, Lonstein's right to designate Persons to serve as directors of the Company
under Section 3.1(a)(i) and 3.1(a)(iv) shall terminate as of such date.

          (b) Upon the date on which DB  Capital  ceases to hold at least 25% of
the shares of Common Stock  (calculated  assuming the conversion of the Series A
Preferred  Stock and the  exercise  of the  Warrants)  held by DB Capital on the
Original Closing Date, then DB Capital's right to designate  Persons to serve as
directors  of  the  Company  under  Section  3.1(a)(ii)  and  3.1(a)(iv)  and DB
Capital's  right to  approve  the  actions  specified  under  Section  4.1 shall
terminate as of such date.

          (c) Upon the date on which the Sandler Entities and/or Sandler Capital
Partners V FTE,  L.P.  cease to hold at least 25% of the shares of Common  Stock
(calculated  assuming  the  conversion  of the Series A Preferred  Stock and the
exercise of the Warrants) held by the Sandler  Entities on the Original  Closing
Date,  then  the  Sandler  Entities'  right  to  designate  Persons  to serve as
directors  of the Company  under  Section  3.1(a)(iii)  and  3.1(a)(iv)  and the
Sandler Entities' right to approve the actions under Section 4.1 shall terminate
as of such date.

          (d)  Upon  the  date  on  which  any  indebtedness  under  the  Camden
Debentures  ceases to remain  outstanding,  the Camden  Entities'  (i) rights to
maintain an observer  role or serve as a director of the Company  under  Section
3.1(a)(iv) and (ii) Co-Sale Right pursuant to Section 5.1 shall  terminate as of
such  date.  Upon  the date on  which  the  Camden  Entities  cease  to own,  in
aggregate, Camden Warrants to purchase at least 1,000,000 Camden Warrant Shares,
subject to adjustment in connection  with a stock split,  stock dividend or like
recapitalization, the Camden Entities' Preemptive Rights pursuant to Section 5.2
shall terminate as of such date.

          Section 6.11  Publicity.  Except as otherwise  required by  Applicable
Laws,  none of the  parties  hereto  shall issue or cause to be issued any press
release  or make or cause to be made any  other  public  statement  in each case
relating to or  connected  with or arising out of this  Agreement or the matters
contained herein, without obtaining the prior approval of DB Capital, a majority
in  interest  of the  Sandler  Entities,  a majority  of  interest of the Camden
Entities (for so long as any indebtedness  under the Camden  Debentures  remains
outstanding)  and the Company to the contents and the manner of presentation and
publication thereof.

<PAGE>
                                      -17-


          Section 6.12 Amendments;  Waivers.  No provision of this Agreement may
be amended,  modified or waived  without  approval of DB Capital,  a majority in
interest of the Sandler Entities,  a majority in interest of the Camden Entities
(for  so  long  as  any  indebtedness   under  the  Camden  Debentures   remains
outstanding),  the Company,  66-2/3% in interest of the Management  Stockholders
(calculated  based on ownership of Common  Stock) and 66-2/3% in interest of the
Non-Management  Stockholders  (calculated  based on ownership of Common  Stock);
provided that no such amendment or waiver of a provision of this Agreement which
adversely  affects  the  rights  of any  Stockholder  in a manner  that does not
adversely  affect  all  other  Stockholders  equally  may be made  without  such
Stockholder's  consent;  provided that (x) the Management  Stockholders shall be
considered  as a group with the  determination  by the holders of 66-2/3% of the
outstanding  shares of Common Stock held by the  Management  Stockholders  to be
binding on all Management  Stockholders and (y) the Non-Management  Stockholders
shall be considered as a group with the  determination  by the holders of 66-23%
of  the  outstanding   shares  of  Common  Stock  held  by  the   Non-Management
Stockholders  to  be  binding  on  all  Non-Management  Stockholders;  provided,
further,  that in no  circumstances  shall Article III or Article IV be amended,
modified,  waived or repealed  without the express written consent of DB Capital
and the Sandler Entities.

          Section 6.13 Effectiveness. This Agreement shall become effective upon
the execution and delivery of this Agreement by each of DB Capital,  the Sandler
Entities, the Camden Entities,  Lonstein, 66-2/3% of the Management Stockholders
(including,  without  limitation,  Lonstein)  and 66-2/3% of the  Non-Management
Stockholders.

          Section  6.14 No  Inconsistent  Agreements.  Each  Stockholder  hereby
covenants and agrees that neither it nor any of its Affiliates  shall enter into
any voting  agreement or grant a proxy or power of attorney  with respect to the
Securities it beneficially owns which is inconsistent with this Agreement.

          Section 6.15 Exited Stockholder.  The Exited Stockholder hereby agrees
to surrender  his rights under the Existing  Stockholders'  Agreement and agrees
that he shall have no rights under this Agreement.


                            [SIGNATURE PAGE FOLLOWS]

<PAGE>
                                      -18-

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.



                       INFOCROSSING, INC.



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



                       DB CAPITAL INVESTORS, L.P.

                          By:  DB Capital Partners, L.P.,
                               its general partner
                          By:  DB Capital Partners, Inc.,
                               its general partner



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



                                    Signature Page to the Stockholders Agreement


<PAGE>


                       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:       Moira Mitchell
                            Title:      President



                       SANDLER CAPITAL PARTNERS 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:       Moira Mitchell
                            Title:      President

                       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:       Moira Mitchell
                            Title:      President


                                    Signature Page to the Stockholders Agreement

<PAGE>


                       SANDLER CO-INVESTMENT PARTNERS, L.P.

                         By:   Sandler Capital Management,
                               General Partner
                         By:   MJDM Corp., a General Partner



                       By:
                            --------------------------------
                            Name:       Moira Mitchell
                            Title:      President



                                    Signature Page to the Stockholders Agreement

<PAGE>

                       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, LLC,
                            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




                                    Signature Page to the Stockholders Agreement

<PAGE>


                       STRATEGIC ASSOCIATES, L.P.





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



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




                                    Signature Page to the Stockholders Agreement


<PAGE>




                       MANAGEMENT STOCKHOLDERS



                       -------------------------------------
                       Name:    Zach Lonstein



                       -------------------------------------
                       Name:    Robert Wallach



                       -------------------------------------
                       Name:    Thomas Laudati



                       -------------------------------------
                       Name:    Kenneth DiSessa



                       -------------------------------------
                       Name:    Nicholas J. Letizia



                       -------------------------------------
                       Name:    Garry Lazarewicz



                       -------------------------------------
                       Name:    John C. Platt





                                    Signature Page to the Stockholders Agreement


<PAGE>

                       EXITED STOCKHOLDER


                       -------------------------------------
                       Name:    Charles Auster
                       Signed solely for the purpose of acknowledgment
                       of Section 6.15 above.



                                    Signature Page to the Stockholders Agreement


<PAGE>

                       NON-MANAGEMENT STOCKHOLDERS



                       PRICE FAMILY LIMITED PARTNERS



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



                       BENAKE, L.P.



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




                                    Signature Page to the Stockholders Agreement


<PAGE>


Management Stockholders:

   Zach Lonstein
   Robert Wallach
   Thomas Laudati
   Kenneth DiSessa
   Nicholas J. Letizia
   Garry Lazarewicz
   John C. Platt



<PAGE>


Non-Management Stockholders:

   Price Family Limited Partners
   Benake, L.P.


<PAGE>

                                TABLE OF CONTENTS


                                                                            Page

ARTICLE I         CERTAIN DEFINITIONS.........................................2

  Section  1.1    Certain Definitions.........................................2

ARTICLE II        TRANSFER OF SHARES..........................................5

  Section  2.1    Restrictions................................................5
  Section  2.2    Permitted Transfers.........................................6

ARTICLE III       BOARD OF DIRECTORS OF THE COMPANY...........................8

  Section  3.1    Board of Directors..........................................8
  Section  3.2    Election....................................................8

ARTICLE IV        CERTAIN DECISIONS...........................................8

  Section  4.1    Series A Preferred Stock Directors Approval.................8
  Section  4.2    Certain Actions............................................10
  Section  4.3    Issuance of Camden Warrants................................10

ARTICLE V         RIGHT OF CO-SALE; PREEMPTIVE RIGHTS........................10

  Section  5.1    Co-Sale....................................................10
  Section  5.2    Preemptive Rights..........................................11

ARTICLE VI        MISCELLANEOUS..............................................13

  Section  6.1    Entire Agreement...........................................13
  Section  6.2    Captions...................................................13
  Section  6.3    Counterparts...............................................13
  Section  6.4    Notices....................................................13
  Section  6.5    Successors and Assigns.....................................15
  Section  6.6    GOVERNING LAW..............................................15
  Section  6.7    Submission to Jurisdiction.................................15
  Section  6.8    Benefits Only to Parties...................................16
  Section  6.9    Termination................................................16
  Section  6.10   Sunset Provisions..........................................17
  Section  6.11   Publicity..................................................17
  Section  6.12   Amendments; Waivers........................................18
  Section  6.13   Effectiveness..............................................18
  Section  6.14   No Inconsistent Agreements.................................18
  Section  6.15   Exited Stockholder.........................................18

SCHEDULE A - Management Stockholders
SCHEDULE B - Non-Management Stockholders