EXECUTION COPY


                                              Sandler Capital Partners V, L.P.
                                            Sandler Capital Partners V FTE, L.P.
                                              Sandler Technology Partners, L.P.
                                            Sandler Co-investment Partners, L.P.
DB Capital Partners                            c/o Sandler Capital Management
31 West 52nd Street, 26th Floor                 767 Fifth Avenue, 45th Floor
New York, New York 10019                          New York, New York 10153


February 1, 2002

Camden Partners, Inc.
One South Street, Suite 2150
Baltimore, Maryland  21201

Attn:  Mr. David L. Warnock

Dear Mr. Warnock:

          Reference is made to (i) that certain Warrant  Agreement (the "Warrant
Agreement"), dated as of May 10, 2000, by and between Infocrossing,  Inc. (f/k/a
Computer Outsourcing Services, Inc., the "Company"),  DB Capital Investors, L.P.
("DB Capital"),  Sandler Capital Partners V, L.P. ("Sandler V"), Sandler Capital
Partners V FTE, L.P., Sandler Technology Partners,  L.P. (f/k/a Sandler Internet
Partners,  L.P.) and  Sandler  Co-Investment  Partners,  L.P.  (each a  "Sandler
Entity"  and,  collectively,  the  "Sandler  Entities"),  Price  Family  Limited
Partners ("Price") and Benake L.P. ("Benake",  and together with DB Capital, the
Sandler  Entities  and  Price  the   "Warrantholders")  and  (ii)  that  certain
Certificate of Designation of the Powers, Preferences,  and Other Special Rights
of Series A Cumulative Convertible Participating Preferred Stock dated as of May
10, 2000 (the  "Certificate of  Designations"),  issued pursuant to that certain
Securities  Purchase  Agreement  dated as of April 7, 2000,  by and  between the
Company,  DB Capital and the Sandler  Entities (it being understood that Sandler
Capital  Partners  IV, L.P.  and Sandler  Capital  Partners IV FTE,  L.P.,  both
original parties to the Securities  Purchase Agreement (as defined below),  have
transferred  all of their rights,  interests and  obligations  therein to one or
more of the Sandler Entities) (the "Securities  Purchase Agreement" and together
with the Warrant Agreement and the Certificate of Designations, the "Transaction
Documents").  Capitalized  terms used herein and not  otherwise  defined  herein
shall have the same  meanings  herein as are ascribed to them in the  Securities
Purchase Agreement.


          Notwithstanding  any contrary  provision  contained in the Transaction
Documents, (i) each of the Warrantholders hereby agrees to defer the application
of the anti-dilution protection otherwise provided pursuant to Article IV of the
Warrant   Agreement   with  respect  to  the  Warrants  and  (ii)  each  of  the
Warrntholders  hereby  agrees  to defer  the  application  of the  anti-dilution
protection  otherwise  provided  pursuant  to Section 12 of the  Certificate  of
Designations   with   respect  to  the  8%  Series  A   Cumulative   Convertible
Participating  Preferred  Stock (the

<PAGE>

"Shares"),  in each case,  unless  until and only to the extent  that any of the
warrants to purchase  shares of Common Stock (the "Camden  Warrants")  issued to
Camden Partners  Strategic Fund II-A, L.P., Camden Partners Strategic Fund II-B,
L.P., Cahill Warnock  Strategic  Partners Fund, and Strategic  Associates,  L.P.
(each a "Camden Entity", and,  collectively,  the "Camden Entities") pursuant to
that certain Warrant Agreement dated as of February 1, 2002, between the Company
and the Camden Entities (the "Camden Warrant  Agreement")  become vested and not
subject to cancellation (the "Vested  Warrants"),  in the manner provided in the
Camden Warrant  Agreement.  For avoidance of doubt, each of the  Warrantholders,
agree and acknowledge that, as the Camden Warrants become Vested Warrants,  each
of the Warrantholders,  shall be entitled to receive anti-dilution protection in
accordance with the terms of the Transaction Documents.


          Further,  the Company and Camden  Entities  hereby agree that,  in the
event that any of the  Warrantholders  exercise  the  Warrants or convert any of
their  Shares  prior to  February  1, 2004,  then,  in the event that any Camden
Warrants  become Vested Warrants after the date of the exercise of such Warrants
or the conversion of any such Shares,  the Company will, from time to time issue
to the  Warrantholders,  as the case may be, a number of  shares  of its  Common
Stock equal to the difference  between (x) that number of shares of Common Stock
to which the Warrantholders, as the case may be, would have been (entitled after
giving effect to all  anti-dilution  adjustments) if such Warrants or Shares had
been  exercised or converted  on the date on which such Camden  Warrants  become
Vested  Warrants  and not on such  prior  date and (y) the  number  of shares of
Common  Stock  previously  issued by the Company in respect of such  Warrants or
Shares.


          The Company agrees and  acknowledges  not to effectuate  (including by
the issuance of securities  or by notation  upon the  Company's  stock ledger or
books and records) any  anti-dilution  adjustment  except in accordance with the
terms and conditions of this letter agreement.

          This letter agreement is limited as specified and shall not constitute
a modification of any other provision of the Transaction Documents, nor shall it
be applicable to any further  issuance of securities of any kind by the Company.
This letter  agreement may be executed in any number of counterparts  and by the
different parties hereto on separate  counterparts,  each of which  counterparts
when  executed  and  delivered  shall be an  original,  but all of  which  shall
together constitute one and the same instrument.

          THIS LETTER  AGREEMENT AND THE RIGHTS AND  OBLIGATIONS  OF THE PARTIES
HEREUNDER  SHALL BE CONSTRUED IN ACCORDANCE  WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.


                                                       [Signature Pages Follow]

<PAGE>



                                  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:


                                  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




<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



                                     PRICE FAMILY LIMITED PARTNERS


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


                                     BENAKE L.P.


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



Accepted and Agreed this ___
day of January, 2002:


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



By:  Camden Partners Strategic II, LLC,


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


<PAGE>


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



STRATEGIC ASSOCIATES, L.P.



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


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



INFOCROSSING, INC.


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