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                   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

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<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.