EMPLOYMENT AGREEMENT

          THIS EMPLOYMENT  AGREEMENT  (this  "Agreement") is made as of June 15,
2000, between  INFOCROSSING,  INC., a Delaware corporation (the "Company"),  and
CHARLES AUSTER, a resident of the State of New Jersey (the "Executive").


                                    RECITALS
                                    --------

          WHEREAS,  the Company desires to secure the services and employment of
the Executive on behalf of the Company,  and the Executive desires to enter into
employment with the Company, upon the terms and conditions hereinafter set forth
in this Agreement;

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

          1. Employment; Duties. The Company hereby employs the Executive as the
President and Chief Executive Officer of the Company,  and the Executive accepts
such  employment  for the  Employment  Term  specified  in Section 3 below.  The
Executive  shall  report  directly  to the  Company's  Board of  Directors  (the
"Board") and its Chairman.  During the Employment  Term, the Company shall cause
the Executive to be elected as a director of the Company and upon such election,
the  Executive  agrees to so  serve.  The  Executive  shall  also  serve on such
committees of the Board as requested by the Board.  During the Employment  Term,
the  Executive  shall serve in such  capacity,  exercise such powers and perform
such  duties as are  customarily  and  ordinarily  required  of chief  executive
officers of similar companies, and shall have such other powers and perform such
other duties as may from time to time be assigned to him by the Board.

          2. Performance.  The Executive shall serve the Company  faithfully and
to the best of his ability and shall  devote  substantially  all of his business
time, energy, experience and talents to the performance of his duties hereunder;
provided,  however,  that it shall not be a violation of this  Agreement for the
Executive to manage his personal finances,  investments and business affairs, or
to  engage  in or serve  such  civic,  community,  charitable,  educational,  or
religious organizations as he may reasonably select. The Executive shall also be
permitted to sit on the Board of the companies or other  organizations  as shown
on Exhibit A attached  hereto and of such  other  companies  as the Board  shall
approve, such approval not to be unreasonably denied.

          3. Employment  Term. The Executive's  employment  under this Agreement
shall be effective  commencing  June 15, 2000 (the  "Commencement  Date"),  and,
subject to termination of employment pursuant to Section 8 hereof,  continue for
a period of two years until June 15, 2002,  provided that, on June 15, 2002, and
on each  subsequent  second  anniversary  thereof,  unless  the  Company  or the
Executive provides written notice to the other party of his or its intention not
to renew no later  than 60 days  prior  to June  15,  2002,  or such  subsequent
anniversary, as applicable, and subject to termination of employment pursuant to
Section  8  hereof,  the  term of  employment  under  this  Agreement  shall  be
automatically  renewed  for an  additional  period  of two  years.  The  term of
employment hereunder shall be the "Employment Term."

          4. Compensation and Benefits.

          (a) Base Salary. During the Employment Term, the Company shall pay the
Executive a base salary, payable in equal installments in accordance with normal
Company procedures,  at an annual rate of Three Hundred Seventy Five Thousand US
Dollars  ($375,000)  (the "Base  Salary").  The Base  Salary  shall be  reviewed
periodically,  but not less  than  annually,  by the  Board or the  Compensation
Committee thereof and may be increased, but not decreased,  from time to time by
the Board or such Committee.

          (b) Performance Bonus. During the Employment Term, the Executive shall
also be  eligible  to  receive  an  annual  performance-based  cash  bonus  (the
"Performance  Bonus") of up to One Hundred Eighty Seven Thousand Five Hundred US
Dollars  ($187,500)  based  upon  satisfaction  of  performance  criteria  to be
mutually agreed to by the Executive and the Board (or the Compensation Committee
of the Board). The determination of whether the Executive is entitled to payment
of the  Performance  Bonus  shall  be made  by the  Board  (or the  Compensation
Committee of the Board) in its good faith discretion.

          (c) Restricted Stock Award. (i) On the Commencement  Date, the Company
shall  award  the  Executive  Eight  Hundred  Thousand  (800,000)  shares of the
Company's  common  stock  (the  "Restricted  Shares"),  which  shares  shall  be
nontransferable  and subject to  forfeiture  or  repurchase as described in this
Section  4(c).  Subject to the  remaining  provisions  of this  Section 4(c) and
Sections  6  and  7  hereof,   the  Restricted  Shares  shall  vest  and  become
transferable and  nonforeitable in an amount equal to 25% of the total number of
Restricted  Shares on the first  anniversary of the Commencement  Date and, with
respect to the  remaining 75% of the total number of  Restricted  Shares,  shall
vest monthly after such first  anniversary in equal ratable  amounts,  such that
subject to the remainder all such Restricted  Shares shall be vested on June 15,
2004.  Subject to Sections 6 and 7 hereof,  the  Restricted  Shares shall become
fully vested upon (1) the occurrence of a "Change of Control" (as defined below)
or (2) the  termination of the  Executive's  employment  with the Company due to
termination  (x) by the Company  other than for  "Cause"  (as defined  below) or
"Non-Performance"  (as defined below) and other than his death or Disability (as
defined below), or (y) by the Executive for "Good Reason" (as defined below). In
addition,  subject to Sections 6 and 7 hereof, (x) if the Company terminates the
Executive's employment for Non-Performance,  50% of any then unvested Restricted
Shares shall be forfeited and the  remaining  then  unvested  Restricted  Shares
shall  become  fully  vested,  and (y) if the  Executive's  employment  with the
Company terminates due to death or Disability,  25% of the Restricted Shares, or
the portion theretofore vested, if greater, shall be fully vested. For avoidance
of doubt,  (x)  non-renewal by the Company of the Employment  Term (other than a
non-renewal  which is  expressly  stated  to be for  Cause,  Non-Performance  or
Disability)  upon the  expiration  of the initial  term of  employment  shall be
deemed to be a termination of the Executive's  employment  other than for Cause,
Non-Performance  or Disability for purposes of the vesting of Restricted  Shares
described  herein,  and (y)  non-renewal by the Executive of the Employment Term
which is  expressly  stated to be for Good  Reason  shall be treated in the same
manner as if the Executive had acted to terminate the  Employment  Term for Good
Reason immediately prior to the expiration of the Employment Term.

          (ii) All  unvested  Restricted  Shares that do not vest in  accordance
with  paragraph  (i) of this Section  4(c) shall,  (x) upon  termination  of the
Executive's  employment  with  the  Company  due to  Non-Performance,  death  or
Disability, be immediately deemed to be repurchased by the Company for an amount
equal to the sum of (A) the pro rata portion of the principal amount of any loan
described in paragraph  (iii) of this  Section 4(c) that is  applicable  to such
shares in accordance with the relationship number of shares to be repurchase (or
deemed  repurchased)  bears to the initial 800,000  Restricted Shares and (B) an
amount equal to all  interest  actually  paid on such portion of such  principal
amount  through  the date on which  such  portion  of such  principal  amount is
repaid,  and such Restricted Shares shall be immediately deemed to revert to the
Company and canceled; or (y) upon termination of the Executive's employment with
the Company under for Cause or upon  voluntary  termination  by the Executive of
his  employment  other than for Good Reason,  be  immediately  forfeited  and be
immediately  deemed to revert to the  Company  and  canceled  (in case of either
clause (x) or (y), without further action by the Company or the Executive).

          (iii) The Executive shall be personally liable for satisfaction of any
taxes  incurred upon the vesting of the  Restricted  Shares or upon such earlier
date as the Executive, in his discretion,  makes an election under section 83(b)
of the Internal  Revenue Code of 1986, as amended (the "Code"),  with respect to
such Restricted  Shares,  or any portion thereof.  The Company shall loan to the
Executive  on a full  recourse  basis a sum of money  equal to 50 percent of any
such tax payable as a result of such an election  under Code section  83(b) with
respect to the Restricted  Shares,  and any such loan shall bear interest at the
rate specified by Code section 1274 and,  subject to the clause (x) of the first
sentence of paragraph  (ii) of this Section  4(c),  shall be payable at the time
and to the extent that the  Executive  sells or  otherwise  transfers or obtains
liquidity  with respect to the  Restricted  Shares  (based on  proportion of the
total number of vested Restricted Shares held by the Executive immediately prior
to such event that are so sold,  transferred or liquidated) and shall be subject
to such other terms and  conditions  determined by the Company to be appropriate
to comply with applicable laws and regulations.

          (iv) If it  shall be  determined  that any  payment  to the  Executive
pursuant  to this  Agreement  would be subject to any excise tax imposed by Code
section 4999, or any similar tax payable under any United States federal,  state
or local law  ("Section  280G Taxes"),  then the  Executive  shall receive a Tax
Gross-Up  Payment with  respect to all such Section 280G Taxes.  For purposes of
this Agreement, "Tax Gross-Up Payment" shall mean the an additional amount equal
to the amount of the Section 280G Taxes payable in respect of any amounts (other
than the Tax Gross-Up Payment) due under this Agreement.

          (v) For purposes of this Agreement,  a "Change of Control" shall occur
upon the  first to occur of (x) a third  party,  other  than Zach  Lonstein,  DB
Capital  Investors,  L.P. or an  affiliate  thereof ("DB  Capital"),  or Sandler
Capital  Management or an affiliate  thereof  ("Sandler" and, together with Zach
Lonstein  and DB Capital,  the "Control  Group"),  owning  capital  stock of the
Company  representing  in excess  of 50% of the  aggregate  voting  power of the
Company or the surviving  entity,  (y) (A) the Control Group,  in the aggregate,
owning a number  shares of Common  Stock of the Company  (calculated  on a fully
diluted  basis)  which is less than 25% of the number  shares of Common Stock of
the Company  (calculated on a fully diluted basis) owned by the Control Group on
the date  hereof,  and (B)  another  person or "group" of  persons  (as  defined
pursuant to  Section13(d)  of the  Securities  Exchange Act of 1934, as amended)
owning a greater percentage of the Common Stock of the Company  (calculated on a
fully-diluted  basis) than does the Control Group,  in the  aggregate,  or (z) a
majority  of the  Board  (or  similar  governing  body) of the  Company  (or any
successor  or  surviving  entity)  being  comprised  of  Directors  who  are not
Continuing  Directors.  For purposes of this Agreement,  "Continuing  Directors"
shall mean,  with respect to any entity,  as of the date of  determination,  any
person (x) who was a member of the Board of the Company on June 15, 2000, or (y)
who was  nominated  for  election or elected to the Board (or similar  governing
body) of such entity with the  affirmative  vote of a majority of the Continuing
Directors  who are  members  of the Board (or  similar  governing  body) of such
entity at the time of such nomination or election.

          (d) Employee  Benefits.  During the  Employment  Term,  the  Executive
shall, in accordance with the applicable plan documents and applicable  laws, be
eligible to participate in such retirement,  medical,  dental and other employee
benefit plans and programs and fringe benefit plans as the Company has in effect
from time to time, at a level consistent with his position as a senior executive
of the Company.

          (e) Vacation.  During the  Employment  Term,  the  Executive  shall be
entitled  to four (4) weeks  paid  vacation  in  accordance  with the  Company's
policies.

          (f) Indemnification. The Company shall indemnify and hold harmless the
Executive to the extent  provided in the  Certificate of  Incorporation  and the
By-Laws of the Company and the Delaware General  Corporation Law, as amended and
as  applicable,  for any action or inaction  taken or omitted to be taken by the
Executive in good faith while serving as an officer and director of the Company.
The Company shall cover the  Executive  under  directors and officers  liability
insurance  during the Employment  Term in the same amount and to the same extent
as the Company covers its other officers and directors.

          (g)  Business  Expenses.  The  Executive  shall be  reimbursed  by the
Company  for all  reasonable  expenses  incurred by him in  connection  with the
performance of his duties  hereunder in accordance with policies  established by
the Company from time to time and upon receipt of appropriate documentation.

          5.  Stock  Investment.  On or  prior  to the  Commencement  Date,  the
Executive shall invest  -----------------  his personal funds in the purchase of
68,446  shares of the common stock of the Company at a purchase  price of $14.61
per share (the "Stock Investment"). ----------------

          6. Repurchase Option.  Upon the occurrence of a Change of Control or a
sale or other  disposition  of all or  substantially  all of the  assets  of the
Company  (including  upon a liquidation or  dissolution of the Company),  if the
Company's  common  stock  is  valued  at  less  than  $14.61  per  share  (on  a
fully-diluted  basis) in such  transaction,  the Company  (and to the extent the
Company  is unable  or  determines  not to  exercise  this  option,  DB  Capital
Partners,  L.P. and Sandler Capital Management (or their designated  affiliates)
on a pro rata basis) shall have the right,  but not the obligation,  to purchase
all of the vested Restricted Shares at an aggregate  purchase price equal to the
sum of (x) the amount expended by the Executive in order to pay any income taxes
with  respect  to such  vested  shares and (y) an amount  equal to all  interest
actually paid on such portion of such principal amount through the date on which
such  portion  of such  principal  amount is  repaid,  reduced,  if the  Company
exercises  the option,  by the  outstanding  balance of any loan  referred to in
Section 4(c)(iii) hereof, which shall be forgiven upon any such purchase.

          7. Stockholders  Agreement.  The Restricted Shares shall be subject to
the terms and  conditions  of the Amended and Restated  Stockholders  Agreement,
dated as of June  15,  2000,  by and  among  the  Company  and the  stockholders
signatory  thereto,  attached  hereto  as  Exhibit  B,  as  such  agreement  may
thereafter be amended from time to time (the "Stockholders Agreement"), to which
the Executive shall be a party.

          8. Termination.

          (a) Events of Termination.  The employment of the Executive  hereunder
and the Employment  Term shall  terminate as provided in Section 3 hereof or, if
earlier,  upon the  earliest to occur of any of the  following  events:

          (i) the death of the Executive;

          (ii) the termination of the Executive's  employment by the Company due
     to the Executive's Disability pursuant to Section 8(b) hereof;

          (iii)the  termination of the  Executive's  employment by the Executive
     for Good Reason pursuant to Section 8(c) hereof,

          (iv) the termination of the Executive's  employment by the Company for
     reasons other than Cause,  Non-Performance  or Disability  upon thirty (30)
     days prior written notice;

          (v) the termination of employment by the Executive without Good Reason
     upon sixty (60) days prior written notice to the Company; or

          (vi) the termination of the Executive's  employment by the Company for
     Cause or for Non-Performance pursuant to Section 8(d) hereof.

          (b)  Disability.  In the  event  of the  Executive's  Disability,  the
Company shall be entitled to terminate the Executive's  employment  hereunder by
delivery to the Executive of a written  notice of  termination  for  Disability,
effective  upon the date which is stated in such notice.  The term  "Disability"
shall mean the  inability of the Executive to  substantially  perform his duties
hereunder by reason of a medically  determinable  physical or mental impairment,
which  can  reasonably  be  expected  to  continue  for at least  120  days,  as
determined by the Board in its good faith discretion.  Any dispute as to whether
or not the Executive is Disabled  within the meaning of the  preceding  sentence
shall be resolved by a physician  reasonably  satisfactory  to the Executive and
the Board,  and the  determination  of such physician shall be final and binding
upon both the Executive and the Company.

          (c) Good  Reason.  (i) The  Executive  may  terminate  his  employment
hereunder  for Good Reason by written  notice to the Company given within thirty
(30) days after the  occurrence  of a Good Reason  event  described in paragraph
(ii) of this Section 8(c), unless such circumstances are substantially corrected
prior to the date of  termination  specified in such notice of  termination  for
Good  Reason.  Any such notice  shall state the  specific  Good Reason event set
forth in paragraph  (ii) of this Section 8(c) relied upon and shall set forth in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination  for Good Reason,  and shall provide for a date of  termination  not
less than  thirty  (30) nor more than sixty (60) days after the date such notice
is given.

          (ii) For purposes of this  Agreement,  "Good Reason" shall mean any of
the following: (1) without the express written consent of the Executive, (x) any
diminution  by the  Company of the  Executive's  title or  position  (including,
without limitation,  not being the chief executive officer of the parent company
if the Company  becomes a  nonpublic  subsidiary  of another  entity) or (y) the
assigning  to the  Executive  of any duties  inconsistent  with the  Executive's
existing position,  authority,  duties or responsibilities (except, in any case,
as a result of a prior  termination of the  Executive's  employment for Cause or
due to  Disability);  (2) at any time after a Change of Control,  a reduction by
the Company in the Executive's base salary or target bonus entitlements; (3) any
material breach or  non-observance  by the Company of any material  provision of
this Agreement;  (4) the relocation of the headquarters of the Company more than
fifty (50) miles  from  Leonia,  New  Jersey or  relocation  of the  Executive's
principal  work location from such  location,  without the  Executive's  express
written consent; or (5) failure to elect or re-elect the Executive as a director
of the Company, or any removal of the Executive from the Board.

          (d) Cause or Non-Performance. (i) The Executive's employment hereunder
may be terminated by the Company for Cause or for Non-Performance  upon delivery
to  the  Executive  of  a  written  notice  of  termination  for  Cause  or  for
Non-Performance that shall indicate the specific termination provision set forth
in paragraph  (ii) or (iii) of this Section 8(d) relied upon and shall set forth
in reasonable detail the facts and  circumstances  which provide for a basis for
such  termination  for Cause or  Non-Performance.  The effective  date of such a
termination for Cause or for Non-Performance shall be the date indicated in such
notice;  provided,  however, that the Executive's employment shall not terminate
if he cures the circumstances otherwise resulting in Cause or Non-Performance to
the extent  permitted,  and within the  applicable  time  periods  provided,  in
paragraph (ii)(1), (ii)(4) or (iii) of this Section 8(d).

          (ii)  For  purposes  of this  Agreement,  "Cause"  shall  mean (1) the
Executive's  willful failure to attempt to properly discharge his lawful duties,
or any breach or  non-observance  by the Executive of any material  provision of
this  Agreement,  which is not fully  rectified  or  cured,  if  susceptible  to
rectification or cure,  within thirty (30) days after written notice is given to
the Executive; (2) the Executive's conviction of, or plea of nolo contendere to,
a felony or any misdemeanor constituting an act of fraud or moral turpitude; (3)
addiction  to, or continuing  excessive use of,  alcohol or drugs on the part of
the Executive;  (4) the Executive having  excessively  absented himself from his
duties of employment  which is not rectified by the Executive within a period of
five (5) days  after  written  notice  is given  to the  Executive,  other  than
absences  incurred  or  sustained  (x) by leave of the Company or (y) because of
physical  or  mental  incapacity;  (5) the  Executive's  material  breach of his
fiduciary  duty of care to the  Company or the  Executive's  breach of any other
fiduciary  duty  owed by the  Executive  to the  Company;  or (6)  breach by the
Executive  of  the  non-competition/non-solicitation   provisions  contained  in
Sections 10 and 11 of this Agreement.

          (iii) For purposes of this Agreement, "Non-Performance" shall mean the
occurrence, prior to June 15, 2002, of each of (x) the failure by the Executive,
after 30 days'  written  notice  and  opportunity  to cure  (to the  extent  the
circumstances  are  susceptible to being cured by the  Executive),  to cause the
Company to attain in all material respects the objectives set forth in an annual
operational  plan to be reasonably  approved by the Board and the Executive,  as
such  annual  operational  plan  shall be  modified  from time to time by mutual
agreement of the Board and the  Executive to take account of strategic and other
material developments in the Company's operating  environment and business,  and
(y) the failure of the  ten-day  floating  average of the closing  prices of the
Company's common stock ending on the determination  date to be at least equal to
$43.83.

          9. Severance.

          (a) If the Executive's  employment with the Company and the Employment
Term  terminate by reason of  termination by the Executive of his employment for
Good  Reason  or  termination  by the  Company  of the  Executive's  employment,
including  as a result of notice of  nonrenewal  of the  Employment  Term by the
Company in accordance  with Section 3 hereof,  and such  termination  is not for
Cause or  Non-Performance  and is not due to  Disability  or death,  the Company
shall  have no  liability  or  further  obligation  to the  Executive  except as
follows:  the Executive shall be entitled to receive (i) within thirty (30) days
of such  termination  of  employment,  any earned but unpaid Base Salary and any
unreimbursed  business  expenses payable pursuant to Section 4(g) for the period
prior to termination  and any unpaid  Performance  Bonus for any prior completed
fiscal  year  (the  "Entitlements");  (ii)  within  thirty  (30)  days  of  such
termination  of  employment,  a severance  payment equal to two hundred  percent
(200%) of the sum of (x) the Executive's then-current annual Base Salary and (y)
the  Performance  Bonus earned by the  Executive for the  immediately  preceding
fiscal year (the "Severance Payment");  provided that,  notwithstanding anything
to the contrary set forth herein,  prior to the first  anniversary  date of this
Agreement, the Severance Payment shall be deemed to be $1,120,000;  and (iii) at
the time provided in such plan, any rights to which he is entitled in accordance
with plan provisions under any employee benefit plan, program or arrangement, or
any fringe  benefit,  incentive  or stock option plan of the Company in which he
participates  at the time of such  termination  ("Rights").  As a  condition  of
receiving  the  payments  provided for under this Section  9(a),  the  Executive
agrees to execute a release releasing the Company and any of its affiliates from
any and all  obligations  and  liabilities  to the Executive  arising from or in
connection with the Executive's employment or termination of employment with the
Company and any of its  affiliates  and any  disagreements  with respect to such
employment,  except that such  release  shall not  release the Company  from its
obligation to pay the Executive the Entitlements, the Severance Payment, and the
Rights provided for in this Section 9(a).

          (b) If during the  Employment  Term,  the  Executive's  employment  is
terminated  for any reason  other than as  provided in Section  9(a)  (including
death, termination of the Executive by the Company for Cause, Non-Performance or
Disability or termination  by the Executive  without Good Reason or his delivery
of a notice of  nonrenewal  in  accordance  with Section 3 hereof),  the Company
shall  have no  liability  or  further  obligation  to the  Executive  except as
follows:  the Executive  (and his estate or designated  beneficiaries  under any
Company-sponsored  employee  benefit  plan in the event of his  death)  shall be
entitled to receive any  Entitlements and any Rights at the time provided in the
relevant plans.

          10. Covenants of the Executive.

          (a) During the Employment Term and, to the extent that the Executive's
employment is terminated for Cause or Disability (including, without limitation,
through the delivery by the Company of a notice of nonrenewal in accordance with
Section 3 hereof  which  specifically  states such  grounds),  or the  Executive
voluntarily  terminates his employment other than for Good Reason,  for a period
of one (1) year after such  termination,  (i) the  Executive  shall not,  in any
jurisdiction  world-wide,  be  employed  by or  participate  in  the  ownership,
management,  operation  or control  of any  business  of the type and  character
engaged  in or  competitive  with that  conducted  by the  Company or any of its
affiliates and (ii) the Executive  shall not solicit,  in  competition  with the
Company,  any person who is or was, at any time within the six (6) months  prior
to the Executive's termination of employment with the Company, a customer of the
business  conducted  by  the  Company  or  any of  its  affiliates.  During  the
Employment  Term and for two (2) years  thereafter,  the  Executive  shall  not,
directly  or  indirectly,  on his own  behalf or on behalf  of  others,  employ,
solicit for employment or otherwise contract for the services of any employee of
the Company or any of its  affiliates at the time of this Agreement or who shall
subsequently  become an  employee  of the  Company or any of its  affiliates  or
encourage any employee or consultant of the Company or any of its  affiliates to
leave the employ or service of the Company,  nor shall the  Executive  assist or
encourage any person or entity to do any of the foregoing.  For purposes of this
Agreement,  (v) the scope of  businesses  areas within which the  Executive  has
agreed not to compete  pursuant to clause  (a)(i) of this Section 10 shall,  for
any challenged  activity of the Executive,  be determined  with reference to the
Company's  activities  during the Employment Term; (w) nothing  contained herein
shall prevent the Executive from becoming affiliated as an officer,  director or
in any  other  capacity  with a  charitable  organization;  (x) the  Executive's
ownership of  securities  of five  percent  (5%) or less of any publicly  traded
class  of  securities  of a  public  company  shall  not  be  considered  to  be
competition with the Company;  (y) the Executive's  passive  ownership of equity
interests in any entity (without other  participation in the management or other
affairs of such entity) not  exceeding 20% of the  outstanding  capital stock of
such entity,  with  respect to which (A) at the time of the initial  investment,
such  ownership  does not  violate  the terms of  Section  10 of this  Agreement
(without  reference to this clause (y)),  (B) such entity engages after the date
of such initial  investment in activity (the "Competing  Activity")  which would
cause the  Executive's  ownership  of an equity  interest  in such  entity to be
violative of this Section 10, and (C) after the  commencement  of the  Competing
Activity,  the  Executive's  ownership  of equity  interests  in such entity (I)
continues to be passive (without other  participation in the management or other
affairs of such entity) and (II) the Executive  takes no  affirmative  action to
increase his ownership interest in such entity; and (z) the Executive's  passive
ownership of equity interests in a private venture capital fund or other private
investment  fund (each a "Fund") which such  ownership (A) does not exceed a 20%
profits or voting  interest in such Fund, and (B) does not entitle the Executive
to manage or direct,  or  participate  in the  management or directions  of, the
management,  business,  affairs or  investment  decisions of such Fund (it being
understood that the Executive shall not participate in the management, business,
affairs or investment decisions of any such Fund).

          (b) During the Employment Term and thereafter, the Executive agrees to
hold  in  strictest  confidence  and  to not  directly  or  indirectly  publish,
disseminate or otherwise  disclose or allow to be disclosed,  any  "Confidential
Information"  (as defined below);  provided,  however,  that the Executive shall
have no obligation to maintain in confidence any information  that is or becomes
publicly available through no fault of the Executive. "Confidential Information"
shall mean business or proprietary information  (including,  without limitation,
business plans, financial information and other subject matter pertaining to any
business of the Company or any of its affiliates)  that is not commonly known in
the  industry.  Confidential  Information  shall also  include,  for example and
without limitation, confidential knowledge, data, financial information or data,
marketing  techniques  and  material,  business  plans,  methods and  strategies
(whether or not  patentable or reduced to  practice),  business  operations  and
systems,  software,  computer code, flow charts,  pricing policies,  information
concerning  employees,  customers  and/or vendors,  trade secrets,  discoveries,
inventions  (whether or not  patentable or reduced to  practice),  improvements,
research, scientific engineering information,  development, databases, know-how,
show-how,  designs,  products,  compositions,   original  works  of  authorship,
prototypes,  maskworks,  physical materials,  manufacturing  processes and other
information  disclosed or submitted orally,  in writing,  or by any other media.
The  Confidential  Information as set forth above may be in any form,  including
but  not  limited  to,  any  intangible  form  such  as  unrecorded   knowledge,
information,  ideas  or  concepts,  or may be  embodied  in  equipment  or other
tangible form such as documents, drawings, photographs,  computer code, software
or other printed or electronic media.

          (c) The Executive agrees that a breach of his obligations contained in
Sections  10 or 11 of this  Agreement  would  cause  irreparable  damage  to the
Company and any of its  affiliates,  the exact amount of which will be difficult
to  ascertain  and  that  the  remedies  at law  for  any  such  breach  will be
inadequate.  Accordingly,  the  Executive  agrees that if he breaches any of the
covenants  contained in Sections 10 or 11 of this Agreement,  in addition to any
other remedy which may be  available at law or in equity,  the Company  shall be
entitled to specific  performance and injunctive relief,  without a showing that
monetary  damages will not provide an adequate remedy and without being required
to post a bond.

          (d) The Company and the Executive  further  acknowledge that the time,
scope,  geographic  area and  other  provisions  of this  Section  10 have  been
specifically  negotiated by sophisticated  commercial parties and agree that all
such  provisions  are  reasonable  under  the  circumstances  of the  activities
contemplated by this Agreement.  In the event that any provision in this Section
10  shall  be  determined  by  any  court  of  competent   jurisdiction   to  be
unenforceable by reason of its extending for too great a time period or over too
great a  geographical  area or by reason of its being too extensive in any other
respect,  it shall be interpreted to extend only over the maximum period of time
for which it may be enforceable and/or over the maximum  geographical area as to
which it may be  enforceable  and/or to the maximum extent in all other respects
as to which  it may be  enforceable,  all as  determined  by such  court in such
action.

          (e) During the Employment Term and  thereafter,  the Executive and the
Company  and  its  controlled   affiliates  agree  not  to  make  statements  or
representations,  or otherwise communicate,  directly or indirectly, in writing,
orally or  otherwise,  or take any action  which may,  directly  or  indirectly,
disparage  or  negatively  reflect  upon the  Company  or any of its  controlled
affiliates  or  their  respective  officers,  directors,   employees,  advisors,
businesses or reputations or the Executive and his reputation, respectively.

          (f) The Executive  recognizes that the Company may have received,  and
in the future will receive from third  parties,  Confidential  Information  that
subjects  the  Company  to a  duty  to  maintain  the  confidentiality  of  such
information  and to use it only for  certain  limited  purposes.  The  Executive
agrees that he owes the Company,  during the Employment Term and  thereafter,  a
duty to hold all such  Confidential  Information  in the  strictest  confidence;
provided,  however,  that the Executive  shall have no obligation to maintain in
confidence any information: (i) that is or becomes publicly available through no
fault of the  Executive;  or (ii) that is obtained by the Executive from a third
party that is lawfully in possession of such  information and that provided such
information  to the  Executive  without any  obligation  of  confidentiality  or
without  restriction  or without being in violation of any  contractual or legal
obligation with respect to such information.

          (g) The  Executive  agrees that,  at the time of leaving the employ of
the Company,  the Executive  will promptly  deliver to the Company (and will not
keep in his  possession  or  deliver  to anyone  else) any and all  tangible  or
intangible items containing materials or information belonging to the Company or
any of its  affiliates,  including but not limited to documents,  computer code,
computer  software,  computer  disks,  machine  readable codes,  data,  devices,
records,   photographs,   notes,  reports,  proposals,  lists,   correspondence,
specifications, drawings, blueprints, sketches, materials, equipment, memoranda,
other documents or property (including,  without limitation,  materials relating
to intellectual property or Confidential  Information as defined in this Section
10) or reproductions of any aforementioned items.

          (h) The  Executive  agrees to reasonably  cooperate  with the Company,
during the Employment Term and for a reasonable  period of time  thereafter,  by
making himself reasonably  available to testify in matters involving the Company
or any of its  affiliates in any action,  suit, or  proceeding,  whether  civil,
criminal,  administrative,  or investigative,  relating to activities  occurring
during the Employment  Term and to assist the Company or any of its  affiliates,
in any such action, suit or proceeding, as reasonably requested, and the Company
shall pay or  reimburse  reasonable  expenses,  costs and fees  incurred  by the
Executive to provide such cooperation (against reasonable documentation therefor
in accordance with Company policies).

          11. Intellectual Property Rights.

          (a) The  Executive  agrees  to  disclose  to the  Company  any and all
inventions,   improvements,   discoveries,   techniques,   processes,  formulae,
programs, methods, products and processes,  artistic works and the like, and all
other  intellectual  property relating to the business of the Company and any of
its affiliates,  including,  but not limited to, computer programming and/or the
development of software or computer  applications  used by the Company which are
invented,  discovered,  performed,  perfected or learned by the Executive either
solely or jointly with others during the  Employment  Term, and same will be the
sole and absolute property of the Company or any of its affiliates.  The Company
or any of its affiliates in their sole discretion will determine whether to seek
patent, trademark, copyright or other intellectual property protection.

          (b) During the Employment  Term and  thereafter,  the Executive  shall
execute such  documents in  connection  with  domestic and foreign  intellectual
property applications (including,  without limitation,  divisional,  continuing,
reissue  and  extension  applications  for patent  applications)  as the Company
requests and shall  transfer to the Company or any of its  affiliates by written
assignment  all  his  right,  title  and  interest  in and to  such  inventions,
improvements,  discoveries,  techniques,  formulae, programs, methods, processes
and other intellectual  property and any such intellectual property applications
and any  registrations  granted thereon (or patents issued  thereon),  including
extensions,   renewals  and  reissues   thereof,   and  will  testify  in  legal
proceedings,  sign papers, make all lawful oaths and otherwise reasonably assist
the Company and any of its affiliates to perfect,  maintain and enforce the same
in any jurisdiction.

          (c) All work  performed by the Executive in (i) creating,  developing,
modifying,  enhancing and maintaining computer programs,  databases and the like
and/or (ii) creating,  developing or modifying artistic works and/or other works
to which  copyright  protection may attach during the course of the  Executive's
employment  with the Company  shall be  considered  "works made for hire" to the
extent permitted under applicable  copyright law and will be considered the sole
property  of the Company  and its  affiliates.  To the extent such works are not
considered  "works made for hire," all right,  title and interest to such works,
including,  but not limited to, the copyright, is hereby assigned to the Company
or any of its  affiliates  and the  Executive  agrees to execute  any  necessary
documents  requested  by the  Company  or any of its  affiliates  at any time in
relation to said assignment as deemed reasonably necessary by the Company.

          (d) After termination of employment, the Executive will cooperate with
the  Company  and any of its  affiliates  in the  completion  of any  invention,
improvement, discovery, techniques, formulae, program, method or process that is
assignable or assigned  hereunder to the Company or its  affiliates,  and in the
protection  and  enforcement  of the rights and  property of the Company and its
affiliates in said inventions, improvements,  discoveries, techniques, formulae,
programs,  methods and processes,  applications for patents therefor and patents
granted  thereon  and  any  other  intellectual  property  (including,   without
limitation,  trademarks and copyrights).  The Executive shall be paid reasonable
compensation  by the  Company  for the  foregoing  services,  which  "reasonable
compensation"  shall be  determined  by  agreement  between  the Company and the
Executive on a case, by case basis.

          (e) The Executive  acknowledges  and agrees that the Company or any of
its  affiliates  is and will be the sole and absolute  owner of all  trademarks,
service marks, domain names,  patents,  copyrights,  trade dress, trade secrets,
business names,  inventions,  proprietary  know-how and information of any type,
whether or not in writing, and all other intellectual property of the Company or
any of its  affiliates  used in connection  with their  business.  The Executive
further  acknowledges  and agrees  that any and all  derivative  works  based on
intellectual  property subject to this Section 11, created during the Employment
Term shall be exclusively owned by the Company or any of its affiliates.

          (f)  Nothing  in this  Agreement  shall  be  construed  to  grant  the
Executive any right,  title or interest in, or any license  (express or implied)
to perform,  practice,  distribute,  display or otherwise  use any  intellectual
property owned or used by the Company or any of its affiliates  except solely in
the course of his employment with the Company.

          12.  Notice.  Any and all  notices  referred  to  hereunder  shall  be
sufficient if furnished in writing,  delivered by hand, or sent by registered or
certified mail, telex or facsimile copier to the following addresses:

          If to the  Executive,  to him at his address as set forth from time to
time on the books and records of the Company, with a copy to:

                  Benesch, Friedlander, Coplan & Aronoff LLP
                  2300 BP Tower
                  200 Public Square
                  Cleveland, Ohio  44114-2378
                  Attn:  Michael F. Wager, Esq.
                  Telephone:        (216) 363-4500
                  Fax:              (216) 363-4588
<PAGE>
                  If to the Company:

                  Infocrossing, Inc.
                  2 Christie Heights Street
                  Leonia, New Jersey 07605
                  Attn:    Nicholas J. Letizia
                           Chief Financial Officer
                  Telephone:        (202) 840-8717
                  Fax:              (202) 840-7126

          Notice  shall be deemed  received  when  actually  received if by hand
delivery,  one business day after  sending if by telex or  facsimile,  and three
business days after sending if by mail.

          13. General.

          (a) Governing  Law. The  validity,  interpretation,  construction  and
performance of this Agreement  shall be governed by the laws of the State of New
York applicable to contracts  executed and to be performed  entirely within said
State.  Any  judicial  proceeding  brought  against  any of the  parties to this
Agreement or any dispute arising out of this Agreement which is enforceable in a
court, consistent with the provisions of Section 13(f) hereof, may be brought in
the courts of the State of New York or any United States  District Court located
in the Borough of Manhattan  and, by execution  and delivery of this  Agreement,
each of the parties to this Agreement  accepts the  jurisdiction of said courts,
and  irrevocably  agrees to be bound by any final  and  non-appealable  judgment
rendered  thereby in connection  with this Agreement.  The foregoing  consent to
jurisdiction  shall not be deemed to confer  rights on any person other than the
respective parties to this Agreement.

          (b) Agreements  and  Representations  of the Executive.  The Executive
agrees to verify any  proper  document  required  to carry out the terms of this
Agreement.  The Executive  represents  that his  performance of all the terms of
this Agreement will not breach any agreement to keep in confidence  Confidential
Information  acquired by the Executive,  and the Executive has not entered into,
and  agrees  that he will not  enter  into,  any oral or  written  agreement  in
conflict herewith.

          (c)  Assignment,  Binding  Effect.  The  Executive  may not assign his
interest  in or  delegate  his duties  under this  Agreement  without  the prior
written  consent of the Company.  This  Agreement is for the  employment  of the
Executive,  personally, and for the services to be rendered by him which must be
rendered by him and no other person.  This  Agreement  shall be binding upon and
inure to the benefit of the Company and its successors and assigns.

          (d) Construction and Severability.  If any provision of this Agreement
shall  be held  invalid,  illegal  or  unenforceable  in any  jurisdiction,  the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein shall not in any way be affected or impaired,  and the parties  undertake
to implement all efforts which are necessary, desirable and sufficient to amend,
supplement or  substitute  all and any such  invalid,  illegal or  unenforceable
provisions with  enforceable and valid  provisions which would produce as nearly
as may be  possible  the  result  previously  intended  by the  parties  without
renegotiation of any material terms and conditions stipulated herein.

          (e) Entire  Agreement,  Modification.  This Agreement  constitutes the
entire  agreement  of the  parties  hereto with  respect to the  subject  matter
hereof, supersedes all prior agreements and undertakings, both written and oral,
and may not be  modified  or amended in any way except in writing  signed by the
parties hereto.

          (f) Duration, Survival. Notwithstanding the Employment Term hereunder,
this Agreement shall continue for so long as any  obligations  remain under this
Agreement. The covenants set forth in Sections 10 and 11 of this Agreement shall
survive  and shall  continue  to be binding  upon the  Executive  as provided in
Sections 10 and 11 of this Agreement. The covenants set forth in Sections 10 and
11 of this  Agreement  shall be deemed  and  construed  as  separate  agreements
independent of any other provision of this Agreement. The existence of any claim
or cause of action by the Executive against the Company,  whether  predicated on
this Agreement or otherwise,  shall not constitute a defense to the  enforcement
by the Company of any or all such covenants.

          (g)  Waiver.   No  waiver  by  either  party  hereto  of  any  of  the
requirements  imposed by this  Agreement  on, or any breach of any  condition or
provision of this  Agreement to be performed by, the other party shall be deemed
a waiver of a similar or dissimilar requirement,  provision or condition of this
Agreement at the same or any prior or subsequent  time. Any such waiver shall be
express and in writing, and there shall be no waiver by conduct.

          (h)  Counterparts.  This  Agreement  may be  executed  in two or  more
counterparts, all of which taken together shall constitute one instrument.



<PAGE>


          IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have  hereunto  executed  this  Agreement  as of the day and year first  written
above.

                                                INFOCROSSING, INC.



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

Date:                                           --------------------------------
     ----------------------                     Charles Auster
<PAGE>

                                                                       Exhibit A
                                                                       ---------

                         DIRECTORSHIPS OF THE EXECUTIVE

1.  NextSet Software, Inc.

2.  BroadBeam, Inc.  [NetTech Systems, Inc.]

3.  NetCruise.com, Inc.
<PAGE>

                                                                       EXHIBIT B
                                                                       ---------

                             STOCKHOLDERS AGREEMENT

<PAGE>
================================================================================

                   AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

                            Dated as of June 15, 2000

                                  By and Among

                               INFOCROSSING, INC.,

                           DB CAPITAL INVESTORS, L.P.,

                        SANDLER CAPITAL PARTNERS V, L.P.,

                        SANDLER INTERNET PARTNERS, L.P.,

                      SANDLER CO-INVESTMENT PARTNERS, L.P.

                           THE MANAGEMENT STOCKHOLDERS
                           LISTED ON SCHEDULE A HERETO

                                       and

                         THE NON-MANAGEMENT STOCKHOLDERS
                           LISTED ON SCHEDULE B HERETO

================================================================================
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I  CERTAIN DEFINITIONS...............................................1

       ss. 1.1   Certain Definitions.........................................1

ARTICLE II  TRANSFER OF SHARES...............................................4

       ss. 2.1  Restrictions.................................................4
       ss. 2.2  Permitted Transfers..........................................4

ARTICLE III  BOARD OF DIRECTORS OF THE COMPANY...............................6

       ss. 3.1  Board of Directors...........................................6
       ss. 3.2  Election.....................................................6

ARTICLE IV  CERTAIN DECISIONS................................................7

       ss. 4.1  Series A Preferred Stock Directors Approval..................7
       ss. 4.2  Certain Actions..............................................8

ARTICLE V  MISCELLANEOUS.....................................................8

       ss. 5.1  Entire Agreement.............................................8
       ss. 5.2  Captions.....................................................8
       ss. 5.3  Counterparts.................................................8
       ss. 5.4  Notices......................................................9
       ss. 5.5  Successors and Assigns......................................10
       ss. 5.6  GOVERNING LAW...............................................10
       ss. 5.7  Submission to Jurisdiction..................................10
       ss. 5.8  Benefits Only to Parties....................................11
       ss. 5.9  Termination.................................................11
       ss. 5.10  Sunset Provisions..........................................11
       ss. 5.11  Publicity..................................................12
       ss. 5.12  Amendments; Waivers........................................13
       ss. 5.13  No Inconsistent Agreements.................................13


SCHEDULE A - Management Stockholders
SCHEDULE B - Non-Management Stockholders
<PAGE>

                   AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
                   -------------------------------------------

          AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement"),  dated
as of June 15, 2000, by and among Infocrossing, Inc. (f/k/a Computer Outsourcing
Services,  Inc.), a Delaware corporation (the "Company"),  DB Capital Investors,
L.P.  ("DB  Capital"),  Sandler  Capital  Partners  V,  L.P.,  Sandler  Internet
Partners,  L.P., Sandler  Co-Investment  Partners,  L.P. (each  individually,  a
"Sandler Entity,"  collectively the "Sandler 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, 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");

          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 will acquire 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  (the  "Warrant  Shares")  Common  Stock (the Series A
Preferred  Stock,  the  Warrants,  the Warrant  Shares and the Common  Stock are
referred to herein collectively as the "Securities");

          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  pursuant to which each of them  granted to the
others certain rights in connection with the Securities then or thereafter owned
by them as set forth therein and assumed certain obligations;

          WHEREAS, the Company has entered into an Employment Agreement dated as
of June 15,  2000 (the  "Auster  Employment  Agreement"),  with  Charles  Auster
("Auster"),  pursuant  to which  Auster has agreed to become the  President  and
Chief Executive Officer of the Company; and

          WHEREAS,  the Company,  the Original  Stockholders  and Auster wish to
amend and restate the 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 Stockholders Agreement as follows:


                                    ARTICLE I

                               CERTAIN DEFINITIONS
                               -------------------

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

          (a) "Affiliate"  means,  with respect to any Person,  any other Person
     directly or indirectly  controlling,  or controlled,  by or under direct or
     indirect common control with, such Person. For 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 Closing Date or issued after the 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  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  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 May 10, 2000.

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

          (h)  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
     amended.

          (i)  "Exempt  Auster  Shares"  means  those  shares  of  Common  Stock
     purchased  by  Auster  pursuant  to the terms of  Section  5 of the  Auster
     Employment Agreement

          (j) "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.

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

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

          (l) "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.

          (m)  "Registration  Rights  Agreement" means the  Registration  Rights
     Agreement,  to be dated as of the  Closing  Date to be entered  into by and
     between the Company, DB Capital Investors, L.P. and Zach Lonstein.

          (n) "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.

          (o)  "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
                               ------------------

          ss. 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  date   hereof,   all  share   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 STOCKHOLDERS  AGREEMENT DATED
     AS OF MAY 10,  2000,  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.

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

     "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT") 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 Section 2.1 above.  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.

          ss. 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 date of this Agreement, 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 date of this Agreement 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 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 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 Zach  Lonstein's
     ("Lonstein") 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.

          (x) A Transfer by Auster of any Exempt Auster Shares

          (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 and the Sandler  Entities) of such  proposed
Transfer, specifying the method of disposition and the amount of shares to be so
Transferred.


                                   ARTICLE III

                        BOARD OF DIRECTORS OF THE COMPANY
                        ---------------------------------

          ss. 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)
four additional directors,  each of whom shall be unaffiliated with the Company,
designated by mutual consent of Lonstein, DB Capital and Sandler; provided 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)  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.

          ss. 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
                                -----------------

          ss. 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 (x) the DB Capital Directors and (y)
the Sandler Directors:

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

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

          (iii)  any   capital   expenditure   or  series  of  related   capital
     expenditures  by the  Company  or any  Subsidiary  to the  extent  (x)  not
     otherwise  included  in the  approved  annual  capital  budget  or (y) 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;

          (iv) 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;

          (v) 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,  (B)  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 (C) shares of
     Common Stock issued upon (x) the conversion of the Series A Preferred Stock
     or (y) the exercise of the Warrants.

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

          (vii) 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;

          (viii)  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)  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

          (ix)  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.

          ss. 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.


                                    ARTICLE V

                                  MISCELLANEOUS
                                  -------------

          ss. 5.1 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.

          ss. 5.2 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.

          ss. 5.3 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.

          ss.  5.4  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:

               Computer Outsourcing Services, Inc.
               2 Christie Heights Street
               Leonia, New Jersey 07605

               Attention: Nicholas J. Letizia, Chief Financial Officer
               Tel.: (201) 840-8717
               Fax:     (201) 840-7216

          With a copy to:

               Robinson & Cole LLP
               695 E. Main St.
               Stamford, CT  06904

               Attention:  Richard A. Krantz, Esq.
               Tel.:    (203) 462-7505
               Fax:     (203) 462-7599

          if to DB Capital, to:

               c/o DB Capital Partners, L.P.
               130 Liberty Street
               25th Floor
               New York, New York  10006

               Attention:  Tyler T. Zachem, Managing Director
               Tel.:    (212) 250-8199
               Fax:     (212) 250-7651

          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:  David C. Lee, Managing Director
               Tel:     (212) 754-8100
               Fax:     (212) 826-0280

          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.

          ss. 5.5 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.

          ss.  5.6  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.

          ss. 5.7  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
5.7(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 courts  referred  to in Section  5.7(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 5.7(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.

          ss. 5.8 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.

          ss. 5.9 Termination. This Agreement shall terminate upon the happening
of any one of the following events:

          (a) the voluntary or involuntary dissolution of the Company;

          (b) 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 date hereof.

          ss. 5.10 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 date
hereof,  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 date  hereof,  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 date
hereof,  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  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 the
Sandler  Entities  on the date  hereof,  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.

          ss. 5.11 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 and the Company to the contents and the manner
of presentation and publication thereof.

          ss. 5.12  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,  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.

          ss.  5.13  Exempt  Auster  Shares.  Notwithstanding  anything  to  the
contrary  set forth  herein anD except as set forth in Section 5.15 below and in
the proviso to this Section  5.13,  Auster shall have no  obligation  under this
Agreement with respect to the Exempt Auster Shares; provided, that Auster hereby
agrees  that,  for so long as (x) he remains  employed  as  President  and Chief
Executive  Officer of the Company and (y) he is designated by the Company as one
of such nominees, he will vote the Exempt Auster Shares in favor of the election
of the persons nominated to serve as Directors of the Company in accordance with
Article III hereof.

          ss. 5.14 Effectiveness. This Agreement shall become effective upon the
execution  and  deliverY of this  Agreement  by each of DB Capital,  the Sandler
Entities,  Lonstein,  Auster, 66-2/3% of the Management Stockholders (including,
without limitation, Lonstein) and 66-2/3% of the Non-Management Stockholders.

          ss. 5.15 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.




                            [SIGNATURE PAGE FOLLOWS]

<PAGE>


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



                                          INFOCROSSING, INC.

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

                                          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:
<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:
                                             Title:

                                          SANDLER INTERNET 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:
<PAGE>

                                          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:
<PAGE>
                                          MANAGEMENT STOCKHOLDERS



                                          ______________________________________
                                          Name:    Zach Lonstein



                                          ______________________________________
                                          Name:    Charles Auster



                                          ______________________________________
                                          Name:    Robert Wallach



                                          ______________________________________
                                          Name:    Joseph Germanotta



                                          ______________________________________
                                          Name:    Tom Loudati



                                          ______________________________________
                                          Name:    Ken DiSessa



                                          ______________________________________
                                          Name:    Nicholas J. Letitzia



                                          ______________________________________
                                          Name:    Gary Lazarewicz



                                          ______________________________________
                                          Name:    John Stewart



                                          ______________________________________
                                          Name:    John C. Platt
<PAGE>


                                          NON-MANAGEMENT STOCKHOLDERS

                                          PRICE FAMILY LIMITED PARTNERS


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

                                          BENAKE, L.P.

                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:
<PAGE>

                                                                      Schedule A

MANAGEMENT STOCKHOLDERS:

   Zach Lonstein
   Charles Auster
   Robert Wallach
   Warren Ousley
   Joseph Germanotta
   Tom Loudati
   Ken DiSessa
   Nicholas J. Letizia
   Garry Lazarewicz
   John C. Platt
   John Stewart
<PAGE>

                                                                      Schedule B

NON-MANAGEMENT STOCKHOLDERS:

Price Family Limited Partners
Benake, L.P.
<PAGE>

                            RECOURSE PROMISSORY NOTE
                            ------------------------

$[______________]                                             New York, New York
                                                                 [June __, 2000]

     FOR VALUE RECEIVED,  the  undersigned,  Charles  Auster,  a resident of the
State of New Jersey  (the  "Borrower"),  hereby  promises to pay to the order of
Infocrossing,  Inc.  (the  "Payee"),  in lawful  money of the  United  States of
America in immediately  available  funds,  at its offices at 2 Christie  Heights
Street,  Leonia,  New Jersey 07605 (or such other place as Payee may direct) the
principal sum of _____________________U.S.  DOLLARS ($______________). Principal
shall be payable  each time that the Borrower  sells or  otherwise  transfers or
obtains  liquidity  (including,  but not limited to,  through  sales of options,
forward sales or the sale or purchase of other  derivative  securities  based on
the Shares (as defined  below)) with respect to any of the Shares (each, a "Sale
Date").

     From  ______________  __,  2000  through  payment in full of this  Recourse
Promissory  Note (this  "Note"),  the  Borrower  promises to pay interest on the
outstanding  principal  amount  of this Note at a rate  equal to the  Applicable
Federal  Rate as  determined  from time to time  pursuant to Section 1274 of the
Internal  Revenue  Code of  1986,  as  amended  (the  "Code")  or any  successor
provision.

     The proceeds of this Note shall be used to pay any federal,  state or local
income taxes in respect of the 800,000  shares of restricted  stock of the Payee
(the  "Shares")  granted to the  Borrower  pursuant to that  certain  Employment
Agreement  dated as of June 15,  2000,  between the Payee and the  Borrower as a
result of Borrower's  making a Section 83(b) election with respect to the Shares
under the Code.

     This Note  constitutes  the  legal,  valid and  binding  obligation  of the
Borrower enforceable in accordance with its terms.

     This Note may be prepaid in whole or in part without penalty at any time or
from time to time by the  Borrower.  All moneys  collected  by the  Borrower  as
proceeds of the Shares upon a Sale Date shall be first, applied to repay accrued
and unpaid  interest under this Note,  second,  applied to repay principal under
this Note in direct  proportion  to the  ratio of the  number of Shares  sold or
otherwise  transferred  or  monetized  on such Sale Date to the total  number of
Shares held by the Borrower  immediately  prior to such Sale Date,  and,  third,
retained by the Borrower.

     Upon the occurrence of any of the following specified events:

     (a)  the Borrower  shall (i) commence any case,  proceeding or other action
          under any  existing  or future law of any  jurisdiction,  domestic  or
          foreign, relating to bankruptcy, insolvency, reorganization, or relief
          of debtors,  seeking to have an order for relief  entered with respect
          to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
          reorganization  , arrangement,  adjustment,  winding-up,  liquidation,
          dissolution,  composition,  or other  relief with respect to it or its
          debts, or (ii) commence any case, proceeding,  or other action seeking
          appointment  of a  receiver,  trustee,  custodian,  or  other  similar
          official for it or for all or any substantial  part of its assets,  or
          (iii) make a general assignment for the benefit of its creditors;

     (b)  there shall be commenced against the Borrower any case,  proceeding or
          other  action of a nature  referred  to in clause  (a) above  that (i)
          results in the entry of an order for  relief or any such  adjudication
          or appointment, or (ii) remains undismissed, undischarged, or unbonded
          for a period of sixty (60) days;

     (c)  there shall be commenced against the Borrower any case,  proceeding or
          other action seeking  issuance of a warrant of attachment,  execution,
          distraint,  or similar process against all or any substantial  part of
          its assets  that  results in the entry of an order for any such relief
          that  shall not have  been  vacated,  discharged,  or stayed or bonded
          pending appeal within sixty (60) days from the entry thereof;

     (d)  the Borrower  shall take any action in  furtherance  of, or indicating
          its consent to, approval of, or  acquiescence  in, any of the acts set
          forth in clause (a), (b), or (c) previously; or

     (e)  the  Borrower  shall  generally  not,  or shall be unable to, or shall
          admit in writing its inability to, pay its debts as they become due.

THEN, the  outstanding  principal  balance hereof shall  immediately and without
action  by  the  holder  hereof  be due  and  payable  and  the  Borrower  shall
immediately  pay to the holder  all such  amounts,  with  interest  as  provided
herein.

     The  Borrower,  for itself,  its  successors  and  assigns,  hereby  waives
diligence,  presentment,  protest,  and demand and  notice of  protest,  demand,
dishonor, and nonpayment of this Note.

     Neither  acceptance by the holder  hereof of partial or delinquent  payment
nor  any  failure  on the  part of the  holder  to  exercise,  or any  delay  in
exercising,  any  right  under  this  Note  shall  operate  as a  waiver  of any
obligation of the Borrower or any right of the holder,  and no single or partial
exercise  of any right  under  this Note  shall  preclude  any other or  further
exercise  thereof or the  exercise  of any other  right.  No waiver,  amendment,
alteration  or other  modification  of any  provision  of this Note shall in any
event be effective unless the same shall be in writing and signed by the holder.
The  remedies  provided in this Note are  cumulative  and not  exclusive  of any
remedies  provided by law.  All of the  covenants,  provisions,  and  conditions
herein  contained  are  made on  behalf  of,  and  shall  apply  to and bind the
respective distributees,  personal representatives,  successors,  and assigns of
the Borrower,  jointly and severally.  The Borrower agrees to pay all collection
expenses,  court costs, and reasonable attorney fees and disbursements  (whether
or not  litigation  is commenced)  that may be incurred in  connection  with the
collection or enforcement of this Note.
<PAGE>

     THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE  WITH AND BE GOVERNED BY THE LAW
OF THE  STATE  OF NEW  YORK  WITHOUT  GIVING  EFFECT  TO  CONFLICTS  OF  LAWS OR
PRINCIPLES THEREOF.

                                          --------------------------------------
                                          Charles Auster