EXHIBIT 10.9

                             STOCK PLEDGE AGREEMENT



         THIS STOCK PLEDGE AGREEMENT (this "Pledge Agreement") is entered into
as of July 29, 2004 among INFOCROSSING, INC., a Delaware corporation (the
"Borrower"), INFOCROSSING SOUTHEAST, INC., a Georgia corporation formerly known
as Amquest, Inc. ("Southeast"), INFOCROSSING WEST, INC., a California
corporation formerly known as ITO Acquisition Corporation and doing business as
Systems Management Specialists ("West") (Southeast and West hereinafter are
referred to individually as a "Guarantor," and collectively as "Guarantors"; and
together with the Borrower, each individually a "Pledgor," and collectively the
"Pledgors") and CAPITALSOURCE FINANCE LLC, in its capacity as agent (in such
capacity, the "Agent") for the lenders from time to time party to the
Acquisition Loan Agreement described below (the "Lenders").


                                    RECITALS

                  WHEREAS, pursuant to that certain Acquisition Loan Agreement,
dated as of the date hereof (as amended, modified, extended, renewed or replaced
and in effect from time to time, the "Acquisition Loan Agreement"), among the
Borrower, the Lenders and the Agent, the Lenders have agreed to make and hold
Loans upon the terms and subject to the conditions set forth therein; and

                  WHEREAS, it is a condition precedent to the effectiveness of
the Acquisition Loan Agreement that the Pledgors shall have executed and
delivered this Pledge Agreement to the Agent for the ratable benefit of the
Lenders.

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, the parties hereto
agree as follows:

1.       Definitions. Unless otherwise defined herein, capitalized terms used
         herein shall have the meanings ascribed to such terms in the
         Acquisition Loan Agreement, and "Secured Obligations" shall have the
         meaning set forth in the Security Agreement.

2.       Pledge and Grant of Security Interest. To secure the prompt payment and
         performance in full when due, whether by lapse of time or otherwise, of
         the Secured Obligations, each Pledgor hereby grants, pledges and
         assigns to the Agent, for the ratable benefit of the Lenders, and
         grants to the Agent, for the ratable benefit of the Lenders, a
         continuing first priority security interest in and Lien on any and all
         right, title and interest of such Pledgor in and to the following,
         whether now owned or existing or owned, acquired, or arising hereafter
         (collectively, the "Pledged Collateral"):

(a)      Pledged  Shares.  (i) 100%  (or,  if less,  the full  amount  owned by
         such Pledgor) of the issued and outstanding shares of Capital Stock
         owned by such Pledgor of each Domestic Subsidiary set forth on
         Schedule 2(a) attached hereto, and (ii) (A) 65% of the issued and
         outstanding voting shares of each class of Capital Stock and (B) 100%
         of the issued and outstanding non-voting shares of each class of
         Capital Stock (or, in each case, if less, the full amount owned by
         such Pledgor) of each Foreign Subsidiary set forth on Schedule 2(a)
         attached hereto, in each case together with the certificates (or other
         agreements or instruments), if any, representing such shares, and all
         options and other rights, contractual or otherwise, with respect
         thereto (collectively, together with the shares of Capital Stock
         described in Sections 2(b) and 2(c) below, the "Pledged Shares"),
         including, but not limited to, the following:

                           (y) subject to the limitations set forth above in
                  respect of Foreign Subsidiaries, all Capital Stock
                  representing a dividend on any of the Pledged Shares, or
                  representing a distribution or return of capital upon or in
                  respect of the Pledged Shares, or resulting from a stock
                  split, revision, reclassification or other exchange therefor,
                  and any subscriptions, warrants, rights or options issued to
                  the holder of, or otherwise in respect of, the Pledged Shares;
                  and

                           (z) without affecting the obligations of the Pledgors
                  under any provision prohibiting such action hereunder or under
                  the Acquisition Loan Agreement, in the event of any
                  consolidation or merger involving the issuer of any Pledged
                  Shares and in which such issuer is not the surviving
                  corporation, all shares of each class of the Capital Stock of
                  the successor corporation formed by or resulting from such
                  consolidation or merger.

(b)      Additional Shares. 100% (or, if less, the full amount owned by such
         Pledgor) of the issued and outstanding shares of Capital Stock owned by
         such Pledgor of any Person which hereafter becomes a Domestic
         Subsidiary and (i) 65% of the voting Capital Stock and (ii) 100% of the
         non-voting Capital Stock owned by such Pledgor (or, in each case, if
         less, the full amount owned by such Pledgor) of any Person which
         hereafter becomes a direct Foreign Subsidiary, including, without
         limitation, the certificates, if any, representing such shares.

(c)      Proceeds. All proceeds and products of the foregoing, however and
         whenever acquired and in whatever form.

         Without limiting the generality of the foregoing, it is hereby
specifically understood and agreed that a Pledgor may from time to time
hereafter deliver additional shares of Capital Stock to the Agent as collateral
security for the Secured Obligations. Upon delivery to the Agent, such
additional shares of Capital Stock shall be deemed to be part of the Pledged
Collateral of such Pledgor and shall be subject to the terms of this Pledge
Agreement whether or not Schedule 2(a) is amended to refer to such additional
shares.

3.                Security for Secured Obligations. The security interest
                  created hereby in the Pledged Collateral of each Pledgor
                  constitutes continuing collateral security for all of the
                  Secured Obligations, now existing or hereafter arising
                  pursuant to the Loan Documents, owing from the Borrower or any
                  other Loan Party to any Lender or the Agent, howsoever
                  evidenced, created, incurred or acquired, whether primary,
                  secondary, direct, contingent, or joint and several,
                  including, without limitation, liabilities incurred in
                  connection with collecting and enforcing the foregoing.

4.                Delivery of the Pledged Collateral. Each Pledgor hereby agrees
                  that:

(a)      Each Pledgor  shall  deliver to the Agent (i)  simultaneously  with or
         prior to the execution and delivery of this Pledge Agreement, all
         certificates representing the Pledged Shares of such Pledgor and (ii)
         promptly upon the receipt thereof by or on behalf of a Pledgor, all
         other certificates and instruments constituting Pledged Collateral of
         a Pledgor. Prior to delivery to the Agent, all such certificates and
         instruments constituting Pledged Collateral of a Pledgor shall be held
         in trust by such Pledgor for the benefit of the Agent pursuant hereto.
         All such certificates shall be delivered in suitable form for transfer
         by delivery or shall be accompanied by duly executed instruments of
         transfer or assignment in blank, substantially in the form provided in
         Schedule 4(a) attached hereto, accompanied by an irrevocable proxy
         coupled with an interest duly executed by such Pledgor in form and
         substance satisfactory to Agent.

(b)      Additional  Securities.  Subject  to the  limitations  applicable  to
         shares of Foreign Subsidiaries set forth in Section 2(a), if such
         Pledgor shall receive by virtue of its being or having been the owner
         of any Pledged Collateral, any (i) certificate evidencing Capital
         Stock, including without limitation, any certificate representing a
         dividend or distribution in connection with any increase or reduction
         of capital, reclassification, merger, consolidation, sale of assets,
         combination of shares, stock splits, spin-off or split-off, promissory
         notes or other instrument; (ii) option or right, whether as an
         addition to, substitution for, or an exchange for, any Pledged
         Collateral or otherwise; (iii) dividends payable in securities; or
         (iv) distributions of securities in connection with a partial or total
         liquidation, dissolution or reduction of capital, capital surplus or
         paid-in surplus, then such Pledgor shall receive such certificate,
         instrument, option, right, or distribution in trust for the benefit of
         the Agent, shall segregate it from such Pledgor's other property and
         shall deliver it forthwith to the Agent in the exact form received
         together with any necessary endorsement and/or appropriate transfer
         power duly executed in blank, substantially in the form provided in
         Schedule 4(a), accompanied by an irrevocable proxy coupled with an
         interest duly executed by such Pledgor in form and substance
         satisfactory to Agent, to be held by the Agent as Pledged Collateral
         and as further collateral security for the Secured Obligations.

(c)      Financing Statements. For so long as this Pledge Agreement is
         in effect and until this Pledge Agreement is terminated in accordance
         with Section 15(a) hereof, each Pledgor authorizes the Agent to
         prepare and file such UCC or other applicable financing statements as
         may be reasonably requested by the Agent in order to perfect and
         protect the security interest created hereby in the Pledged Collateral
         of such Pledgor.

5.                Representations and Warranties. Each Pledgor hereby represents
                  and warrants to the Agent, for the ratable benefit of the
                  Lenders, as follows:

(a)               Authorization of Pledged Shares. The Pledged Shares are duly
                  authorized and validly issued, are fully paid and
                  nonassessable and are not subject to the preemptive rights of
                  any Person. All other shares of Capital Stock constituting
                  Pledged Collateral will be duly authorized and validly issued,
                  fully paid and nonassessable and not subject to the preemptive
                  rights of any Person.

(b)               Title. Each Pledgor has good and indefeasible title to the
                  Pledged Collateral of such Pledgor and will at all times be
                  the legal and beneficial owner of such Pledged Collateral free
                  and clear of any Lien, other than Liens permitted by Section
                  6.3 of the Acquisition Loan Agreement. There exists no
                  "adverse claim" within the meaning of Section 8-302 of the
                  Uniform Commercial Code as in effect in the State of New York
                  (the "UCC") as of the date hereof with respect to the Pledged
                  Shares of such Pledgor.

(c)               Exercising of Rights. As of the Closing Date, the exercise by
                  the Agent of its rights and remedies hereunder will not
                  violate any law or governmental regulation of the United
                  States or any state (assuming that the Agent's exercise of
                  remedies complies with laws affecting the offering and sale of
                  securities) or any material contractual restriction binding on
                  or affecting a Pledgor or any of its property.

(d)      Pledgor's  Authority.  The execution,  delivery and  performance by
         each Pledgor of this Pledge Agreement and the consummation of the
         transactions contemplated hereby have been duly and validly authorized
         by all necessary corporate actions on the part of such Pledgor and
         pursuant to all necessary consents required therefor except as set
         forth in the Acquisition Loan Agreement. This Pledge Agreement has
         been duly executed and delivered by each Pledgor and constitutes the
         legal, valid and binding obligation of such Pledgor, enforceable
         against such Pledgor in accordance with its terms, subject to the
         effect of any applicable bankruptcy, moratorium, insolvency,
         reorganization or other similar law affecting the enforceability of
         creditors' rights generally and to the effect of general principles of
         equity which may limit the availability of equitable remedies (whether
         in a proceeding at law or in equity). No authorization, approval or
         action by, and no notice or filing with any Governmental Authority or
         with the issuer of any Pledged Shares or with any other Person is
         required either (i) for the pledge made by a Pledgor or for the
         granting of the security interest by a Pledgor pursuant to this Pledge
         Agreement or (ii) for the exercise by the Agent or the Lenders of
         their rights and remedies hereunder (except as may be required by laws
         affecting the offering and sale of securities).

(e)      Security  Interest/Priority.  This  Pledge  Agreement  creates a valid
         security interest in favor of the Agent for the ratable benefit of the
         Lenders in the Pledged Collateral. The taking possession by the Agent
         of the certificates representing the Pledged Shares and all other
         certificates and instruments constituting Pledged Collateral will
         perfect and establish the first priority of the Agent's security
         interest in the Pledged Shares and, when properly perfected by filing
         or registration, in all other Pledged Collateral represented by such
         Pledged Shares and instruments securing the Secured Obligations
         (except with respect to any Pledged Collateral, including any Pledged
         Shares, subject to a Lien permitted by Section 6.3(l) of the
         Acquisition Loan Agreement after the Closing Date) to the extent such
         security interest can be perfected by filing under the UCC. Except as
         set forth in this Section 5(e), no action is necessary
         to perfect or otherwise protect such security interest to the extent
         such security interest can be perfected by filing under the UCC.

(f)               No Other Shares. As of the Closing Date, no Pledgor owns any
                  shares of Capital Stock other than as set forth on Schedule
                  2(a) attached hereto.

(g)               Partnership and Limited Liability Company Interests. Except as
                  disclosed to the Agent as of the Closing Date, none of the
                  Pledged Shares consisting of partnership or limited liability
                  company interests (i) is dealt in or traded on a securities
                  exchange or in a securities market, (ii) by its terms
                  expressly provides that it is a security governed by Article 8
                  of the UCC, (iii) is an investment company security, (iv) is
                  held in a securities account or (v) constitutes a "security"
                  or a "financial asset" as such terms are defined in Article 8
                  of the UCC.

(h)      No Conflicts.  The execution,  delivery and  performance by each
         Pledgor of this Pledge Agreement and the consummation of the pledge
         contemplated hereby and the granting and creation of the security
         interest and Liens contemplated hereby do not and will not (1)
         conflict with or violate any provision of any applicable law, statute,
         rule, regulation, ordinance, license or tariff or any judgment, decree
         or order of any court or other Governmental Authority binding on or
         applicable to any Pledgor or any of their respective properties or
         assets; (2) conflict with, result in a breach of, constitute a default
         of or an event of default under, or an event, fact, condition or
         circumstance which, with notice or passage of time, or both, would
         constitute or result in a conflict, breach, default or event of
         default under, require any consent not obtained under, or result in or
         require the acceleration of any indebtedness pursuant to, any
         indenture, agreement or other instrument to which any Pledgor is a
         party or by which it or any of their properties or assets are bound or
         subject except as set forth in the Acquisition Loan Agreement; (3) if
         applicable, conflict with or violate any provision of the certificate
         of incorporation or by-laws of any Pledgor or any agreement by and
         between any Pledgor and its shareholders or equity owners or among any
         such shareholders or equity owners; or (4) result in the creation or
         imposition of any Lien of any nature whatsoever upon any of the
         properties or assets of any Pledgor (except as contemplated herein).

(i)               [Reserved].

(j)      Litigation  and  Compliance;  Other  Agreements.  There is no action,
         suit, proceeding or investigation pending or, to each Pledgor's
         knowledge, threatened, before or by any court, arbitrator or
         Governmental Authority (1) against or affecting the Pledged
         Collateral, such Pledgor, this Pledge Agreement or the transactions
         contemplated by this Pledge Agreement, or (2) that questions or could
         reasonably be expected to prevent the validity of this Pledge
         Agreement or the right or ability of such Pledgor to execute or
         deliver this Pledge Agreement or to consummate the transactions
         contemplated by this Pledge Agreement or to create or grant the Liens
         and security interests contemplated by this Pledge Agreement. No
         Pledgor nor any entity whose securities constitute part of the Pledged
         Collateral is (i) a party to any judgment, order or decree or any
         agreement, document or instrument, or subject to any restriction,
         which would materially adversely affect its ability to execute and
         deliver, or perform under, this Pledge Agreement, or (ii) in default
         in the performance, observance or fulfillment of any obligation,
         covenant or condition contained in any agreement, document or
         instrument to which it is a party or to which any of its properties or
         assets are subject, which default, if not remedied within any
         applicable grace or cure period, could reasonably be expected to have
         or be a Material Adverse Effect, nor is there any event, fact,
         condition or circumstance which, with notice or passage of time or
         both, would constitute or result in a conflict, breach, default or
         event of default under, any of the foregoing which, if not remedied
         within any applicable grace or cure period could reasonably be
         expected to have or be a Material Adverse Effect.

(k)               Full Disclosure. No statement of fact made by or on behalf of
                  any Pledgor in this Pledge Agreement contains any untrue
                  statement of a material fact or omits to state any material
                  fact necessary to make statements contained therein or herein
                  not misleading. There is no fact presently known to any
                  Pledgor which has not been disclosed to the Lenders in writing
                  which has had or, as far as such Pledgor can reasonably
                  foresee, could reasonably be expected to have a Material
                  Adverse Effect.

6.                Covenants. Each Pledgor hereby covenants, that so long as any
                  Loans are outstanding or any other amount is due and owing to
                  any Lender or the Agent under the Acquisition Loan Agreement
                  or under any other Loan Document, such Pledgor shall:

(a)               Books and Records. Mark its books and records (and shall cause
                  the issuer of the Pledged Shares of such Pledgor to mark its
                  books and records) to reflect the security interest granted to
                  the Agent, for the ratable benefit of the Lenders, pursuant to
                  this Pledge Agreement.

(b)               Defense of Title. Warrant and defend title to and ownership of
                  the Pledged Collateral of such Pledgor at its own expense
                  against the claims and demands of all other parties claiming
                  an interest therein, keep the Pledged Collateral free from all
                  Liens, except for Liens permitted by Section 6.3 of the
                  Acquisition Loan Agreement, and not sell, exchange, transfer,
                  assign, lease or otherwise dispose of Pledged Collateral of
                  such Pledgor or any interest therein, except as permitted
                  under the Acquisition Loan Agreement and the other Loan
                  Documents.

(c)      Further  Assurances.  Promptly  execute and deliver at its expense all
         further instruments and documents and take all further action that may
         be reasonably necessary and desirable or that the Agent may reasonably
         request in order to (i) perfect and protect the security interest
         created hereby in the Pledged Collateral of such Pledgor (including
         without limitation any and all action necessary to satisfy the Agent
         that the Agent has obtained a first priority perfected security
         interest in any Capital Stock); (ii) enable the Agent to exercise and
         enforce its rights and remedies hereunder in respect of the Pledged
         Collateral of such Pledgor; and (iii) otherwise effect the purposes of
         this Pledge Agreement (including, without limitation and if requested
         by the Agent, delivering to the Agent irrevocable proxies in respect
         of the Pledged Collateral of such Pledgor upon the occurrence and
         during the continuance of an Event of Default). Without limiting the
         foregoing, upon the exercise by Secured Party or any Lender or any of
         its or their Affiliates or agents of any right or remedy which
         requires any consent, approval or registration with, or consent,
         qualification or authorization by, any Person, each Pledgor shall
         execute and deliver, or cause the execution and delivery of, all
         applications, certificates, instruments and other documents that Agent
         or any Lender or its or their Affiliates or agents may be required to
         obtain for such consent, approval, registration, qualification or
         authorization. Each Pledgor hereby appoints Agent, for the ratable
         benefit of the Lenders, as its attorney-in-fact (without requiring
         Agent to act as such), with full power of substitution, which
         appointment as attorney-in-fact is irrevocable and coupled with an
         interest, effective upon the occurrence and during the continuance of
         and Event of Default, to take all such actions, whether in the name of
         Agent, for the ratable benefit of the Lenders, or such Pledgor, as
         Agent in its discretion may consider necessary or desirable with
         respect to the foregoing (to the extent such Pledgor fails to so
         execute and/or file any of the foregoing within two (2) Business Days
         of Agent's request or the time when such Pledgor is otherwise
         obligated to do so). Each Pledgor will pay all costs associated with
         respect to the foregoing, including without limitation, the cost of
         filing any of the foregoing in all public offices or other locations
         wherever Agent deems filing to be necessary or desirable. Each Pledgor
         shall deliver to Agent any and all documentary tax stamps and other
         documents necessary to cause Agent, for the ratable benefit of the
         Lenders, to have a good, valid and perfected continuing first priority
         pledge of and Lien on the Pledged Collateral of such Pledgor (free and
         clear of any other Liens), including, without limitation, any
         necessary notations in the books or other records of such Pledgor. If
         such Pledgor fails to timely do so, Agent shall have the right (but
         not the obligation) to pay any taxes relating to the Pledged
         Collateral of such Pledgor and any costs to preserve the Pledged
         Collateral of such Pledgor, which payments shall be part of the
         Secured Obligations. No injury to, or loss or destruction of any of,
         the Pledged Collateral or any Material Adverse Effect shall relieve
         any Pledgor of any of the Secured Obligations.

(d)               Amendments. Not, except as provided herein or as may be
                  permitted under the Acquisition Loan Agreement, make or
                  consent to any amendment or other modification or waiver with
                  respect to any of the Pledged Collateral of such Pledgor or
                  enter into any agreement or allow to exist any restriction
                  with respect to any of the Pledged Collateral of such Pledgor.

(e)               Compliance with Securities Laws. File all reports and other
                  information now or hereafter required to be filed by such
                  Pledgor with the United States Securities and Exchange
                  Commission and any other state, federal or foreign agency in
                  connection with the ownership of the Pledged Collateral of
                  such Pledgor.

(f)      Issuance or  Acquisition  of Capital  Stock.  Not without  giving
         prior written notice to the Agent and executing and delivering, or
         causing to be executed and delivered within ten (10) days, to the
         Agent such agreements, documents and instruments as the Agent may
         reasonably require, issue or acquire any Capital Stock consisting of
         an interest in a partnership or a limited liability company that (i)
         is dealt in or traded on a securities exchange or in a securities
         market, (ii) by its terms expressly provides that it is a security
         governed by Article 8 of the UCC, (iii) is an investment company
         security, (iv) is held in a securities account or (v) constitutes a
         "security" or a "financial asset" as such terms are defined in Article
         8 of the UCC.

7.                Advances by Lenders. On failure of any Pledgor to perform any
                  of the covenants and agreements contained herein, after notice
                  by Agent, the Agent may, at its sole option and in its sole
                  discretion, perform the same and in so doing may expend such
                  sums as the Agent may reasonably deem advisable in the
                  performance thereof, including, without limitation, the
                  payment of any insurance premiums, the payment of any taxes, a
                  payment to obtain a release of a Lien or potential Lien,
                  expenditures made in defending against any adverse claim and
                  all other expenditures which the Agent or the Lenders may make
                  for the protection of the security hereof or which may be
                  compelled to make by operation of law. All such sums and
                  amounts so expended shall be repayable by the Pledgors on a
                  joint and several basis promptly upon timely notice thereof
                  and demand therefor, shall constitute additional Secured
                  Obligations and shall bear interest from the date said amounts
                  are expended at the default rate specified in Section 2.4 of
                  the Acquisition Loan Agreement. No such performance of any
                  covenant or agreement by the Agent or the Lenders on behalf of
                  any Pledgor, and no such advance or expenditure therefor,
                  shall relieve the Pledgors of any default under the terms of
                  this Pledge Agreement or the other Loan Documents, provided
                  that if such default shall no longer be continuing as a result
                  of the performance of any covenant or agreement by the Agent
                  or the Lenders, or an advance or expenditure therefor, upon
                  reimbursement by any Obligor (as defined in the Security
                  Agreement) of the Agent or the Lender, as applicable, for any
                  sums expended therefor, such default shall be cured. The
                  Lenders may make any payment hereby authorized in accordance
                  with any bill, statement or estimate procured from the
                  appropriate public office or holder of the claim to be
                  discharged without inquiry into the accuracy of such bill,
                  statement or estimate or into the validity of any tax
                  assessment, sale, forfeiture, tax lien, title or claim except
                  to the extent such payment is being contested in good faith by
                  a Pledgor in appropriate proceedings and against which
                  adequate reserves are being maintained in accordance with GAAP
                  provided that the Agent has given written notice to the
                  applicable Obligor of its intent to pay such sums.

8.                Events of Default. The occurrence of an event which under the
                  Acquisition Loan Agreement would constitute a Default or Event
                  of Default shall be a Default or Event of Default, as the case
                  may be, hereunder.

9.                Remedies.

(a)               General Remedies. Upon the occurrence of an Event of Default
                  and during the continuation thereof, the Agent and the Lenders
                  shall have, in respect of the Pledged Collateral of any
                  Pledgor, in addition to the rights and remedies provided
                  herein, in the Loan Documents or by law, the rights and
                  remedies of a secured party under the UCC or any other
                  applicable law.

(b)      Sale of  Pledged  Collateral.  Upon the  occurrence  of an Event of
         Default and during the continuation thereof, without limiting the
         generality of this Section and without notice, the Agent may, in its
         sole and absolute discretion, sell or otherwise dispose of or realize
         upon the Pledged Collateral, or any part thereof, in one or more
         parcels, at public or private sale, at any exchange or broker's board
         or elsewhere, at such price or prices and on such other terms as the
         Agent may deem commercially reasonable, for cash, credit or for future
         delivery or otherwise, in each case in accordance with applicable law.
         To the extent permitted by law, any Lender may in such event, bid for
         the purchase of such securities. Each Pledgor agrees that, to the
         extent notice of sale shall be required by law and has not been waived
         by such Pledgor, any requirement of reasonable notice shall be met if
         notice, specifying the place of any public sale or the time after
         which any private sale is to be made, is personally served on or
         mailed, postage prepaid, to such Pledgor, in accordance with the
         notice provisions of Section 9.2 of the Acquisition Loan Agreement at
         least ten (10) days before the time of such sale. The Agent shall not
         be obligated to make any sale of Pledged Collateral of such Pledgor
         regardless of notice of sale having been given. The Agent may adjourn
         any public or private sale from time to time by announcement at the
         time and place fixed therefor, and such sale may, without further
         notice, be made at the time and place to which it was so adjourned.

(c)      Private  Sale.  Upon the  occurrence  of an Event of  Default  and
         during the continuation thereof, the Pledgors recognize that the Agent
         may deem it impracticable to effect a public sale of all or any part
         of the Pledged Shares or any of the securities constituting Pledged
         Collateral and that the Agent may, therefore, determine to make one or
         more private sales of any such securities to a restricted group of
         purchasers who will be obligated to agree, among other things, to
         acquire such securities for their own account, for investment and not
         with a view to the distribution or resale thereof. Each Pledgor
         acknowledges that any such private sale may be at prices and on terms
         less favorable to the seller than the prices and other terms which
         might have been obtained at a public sale and, notwithstanding the
         foregoing, agrees that such private sale shall be deemed to have been
         made in a commercially reasonable manner and that the Agent shall have
         no obligation to delay sale of any such securities for the period of
         time necessary to permit the issuer of such securities to register
         such securities for public sale under the Securities Act of 1933. Each
         Pledgor further acknowledges and agrees that any offer to sell such
         securities which has been (i) publicly advertised on a bona fide basis
         in a newspaper or other publication of general circulation in the
         financial community of New York, New York (to the extent that such
         offer may be advertised without prior registration under the
         Securities Act of 1933), or (ii) made privately in the manner
         described above, shall be deemed to involve a "public sale" under the
         UCC, notwithstanding that such sale may not constitute a "public
         offering" under the Securities Act of 1933, and the Agent may, in such
         event, bid for the purchase of such securities.

(d)               Retention of Pledged Collateral. In addition to the rights and
                  remedies hereunder, upon the occurrence and during the
                  continuance of an Event of Default, the Agent may, after
                  providing the notices required by Section 9-621 of the UCC or
                  otherwise complying with the requirements of applicable law of
                  the relevant jurisdiction, retain all or any portion of the
                  Pledged Collateral in satisfaction of the Secured Obligations.
                  Unless and until the Agent shall have provided such notices,
                  however, the Agent shall not be deemed to have retained any
                  Pledged Collateral in satisfaction of any Secured Obligations
                  for any reason.

(e)               Deficiency. In the event that the proceeds of any sale,
                  collection or realization are insufficient to pay all amounts
                  to which the Agent or the Lenders are legally entitled, the
                  Pledgors shall be jointly and severally liable for the
                  deficiency, together with interest thereon at the default rate
                  specified in Section 2.4 of the Acquisition Loan Agreement,
                  together with the costs of collection and the reasonable fees
                  of any attorneys employed by the Agent to collect such
                  deficiency. Any surplus remaining after the full payment and
                  satisfaction of the Secured Obligations shall be returned to
                  the Pledgors or to whomsoever a court of competent
                  jurisdiction shall determine to be entitled thereto.

(f)               Right of Agent to Appoint Receiver. Without limiting and in
                  addition to any other rights, options and remedies Agent and
                  Lenders have hereunder or under the Loan Documents, the UCC,
                  at law or in equity, upon the occurrence and continuation of
                  an Event of Default to the extent permitted by law, Agent
                  and Lenders shall have the right to apply for and have a
                  receiver appointed by a court of competent jurisdiction in
                  any action taken by Agent and Lenders to enforce their
                  rights and remedies in order to manage, protect and preserve
                  the Pledged Collateral and continue the operation of the
                  businesses of the Pledgors and their Subsidiaries and to
                  collect all revenues and profits thereof and apply the same
                  to the payment of all expenses and other charges of such
                  receivership including the compensation of the receiver and
                  to the payments as aforesaid until a sale or other
                  disposition of such Pledged Collateral shall be finally made
                  and consummated.

10.               Rights of the Agent.

(a)               Power of Attorney. In addition to other powers of attorney
                  contained herein, each Pledgor hereby designates and appoints
                  the Agent, on behalf of the Lenders, and each of its designees
                  or agents as attorney-in-fact of such Pledgor, irrevocably and
                  with full power of substitution, with authority to take any or
                  all of the following actions upon the occurrence and during
                  the continuance of an Event of Default whether in the name of
                  the Agent, any Lender or any Pledgor, as Agent may consider
                  necessary or desirable for the purpose of exercising such
                  actions:
(i)               to demand, collect, settle, compromise, adjust and give
                  discharges and releases concerning the Pledged Collateral of
                  such Pledgor, all as the Agent may reasonably determine;

(ii)              to commence and prosecute any actions at any court for the
                  purposes of collecting any of the Pledged Collateral of such
                  Pledgor and enforcing any other right in respect thereof;

(iii)             to pay or discharge taxes, liens, security interests, or other
                  encumbrances levied or placed on or threatened against the
                  Pledged Collateral of such Pledgor;

(iv)              to direct any parties liable for any payment under any of the
                  Pledged Collateral to make payment of any and all monies due
                  and to become due thereunder directly to the Agent or as the
                  Agent shall direct;

(v)               to receive payment of and receipt for any and all monies,
                  claims, and other amounts due and to become due at any time in
                  respect of or arising out of any Pledged Collateral of such
                  Pledgor;

(vi)              to sign and endorse any drafts, assignments, proxies, transfer
                  powers, verifications, notices and other documents relating to
                  the Pledged Collateral of such Pledgor;

(vii)             to settle, compromise or adjust any suit, action or proceeding
                  described above and, in connection therewith, to give such
                  discharges or releases as the Agent may deem reasonably
                  appropriate;

(viii)            execute and deliver all assignments, conveyances, statements,
                  financing statements, renewal financing statements, pledge
                  agreements, affidavits, notices and other agreements,
                  instruments and documents that the Agent may determine
                  necessary in order to perfect and maintain the security
                  interests and liens granted in this Pledge Agreement and in
                  order to fully consummate all of the transactions contemplated
                  herein;

(ix)              to exchange any of the Pledged Collateral of such Pledgor or
                  other property upon any merger, consolidation, reorganization,
                  recapitalization or other readjustment of the issuer thereof
                  and, in connection therewith, deposit any of the Pledged
                  Collateral of such Pledgor with any committee, depository,
                  transfer agent, registrar or other designated agency upon such
                  terms as the Agent may determine;

(x)               to vote for a shareholder resolution, or to sign an instrument
                  in writing, sanctioning the transfer of any or all of the
                  Pledged Shares of such Pledgor into the name of the Agent or
                  one or more of the Lenders or into the name of any transferee
                  to whom the Pledged Shares of such Pledgor or any part thereof
                  may be sold pursuant to Section 10 hereof; and

(xi)              to do and perform all such other acts and things as the Agent
                  may reasonably deem to be necessary, proper or convenient in
                  connection with the Pledged Collateral of such Pledgor.

         This power of attorney is a power coupled with an interest and shall be
         irrevocable for so long as this Pledge Agreement is in effect and until
         this Pledge Agreement is terminated in accordance with Section 15(a)
         hereof. The Agent shall be under no duty to exercise or withhold the
         exercise of any of the rights, powers, privileges and options expressly
         or implicitly granted to the Agent in this Pledge Agreement, and shall
         not be liable for any failure to do so or any delay in doing so. The
         Agent shall not be liable for any act or omission or for any error of
         judgment or any mistake of fact or law in its individual capacity or
         its capacity as attorney-in-fact except acts or omissions resulting
         from its gross negligence or willful misconduct. This power of attorney
         is conferred on the Agent solely to protect, preserve and realize upon
         its security interest in Pledged Collateral.

(b)      Performance by the Agent of Pledgor's Obligations. If any Pledgor fails
         to perform any agreement or obligation contained herein, after notice
         by Agent to Pledgor, the Agent itself may perform, or cause performance
         of, such agreement or obligation, and the expenses of the Agent
         incurred in connection therewith shall be payable by the Pledgors on a
         joint and several basis pursuant to Section 13 hereof.

(c)      Assignment by the Agent. The Agent may from time to time assign the
         Secured Obligations and any portion thereof and/or the Pledged
         Collateral and any portion thereof, and the assignee shall be entitled
         to all of the rights and remedies of the Agent under this Pledge
         Agreement in relation thereto.

(d)      The Agent's  Duty of Care in Respect of the Pledged  Collateral.  The
         Agent's sole duty with respect to the safe custody of the Pledged
         Collateral, while being held by the Agent hereunder, under Section
         9-207 of the UCC (as defined in the Security Agreement), shall be
         substantially equal to that which the Agent accords its own property.
         Other than this duty, the Agent shall have no duty or liability to
         preserve rights pertaining thereto, it being understood and agreed
         that the Pledgors shall be responsible for the preservation of all
         rights in the Pledged Collateral of such Pledgor, and the Agent shall
         be relieved of all responsibility for Pledged Collateral upon
         surrendering it or tendering the surrender of it to the Pledgors. It
         is understood and agreed that the Agent shall not have responsibility
         for (i) ascertaining or taking action with respect to calls,
         conversions, exchanges, maturities, tenders or other matters relating
         to any Pledged Collateral, whether or not the Agent has or is deemed
         to have knowledge of such matters, or (ii) taking any necessary steps
         to preserve rights against any parties with respect to any Pledged
         Collateral.

(e)      Voting Rights in Respect of the Pledged Collateral.

(i)      So long as no Default or Event of Default shall have occurred and be
         continuing, to the extent permitted by law, each Pledgor may exercise
         any and all voting and other consensual rights pertaining to the
         Pledged Collateral of such Pledgor or any part thereof for any purpose
         not inconsistent with the terms of this Pledge Agreement or the
         Acquisition Loan Agreement; and

(ii)     Upon the occurrence and during the continuance of a Default or Event of
         Default, all rights of a Pledgor to exercise the voting and other
         consensual rights which it would otherwise be entitled to exercise
         pursuant to paragraph (i) of this Section shall cease immediately and
         without notice to any Pledgor or action by or on behalf of Agent or any
         other Person and all such rights shall thereupon become vested solely
         and exclusively in the Agent for the ratable benefit of the Lenders
         automatically without any action by any Person which shall then have
         the sole right to exercise such voting and other consensual rights.

(f)      Dividend Rights in Respect of the Pledged Collateral.

(i)      So long as no Default or Event of Default shall have occurred and be
         continuing and subject to Section 4(b) hereof, each Pledgor may receive
         and retain any and all dividends (other than dividends constituting
         Pledged Collateral which are addressed above) or interest paid in
         respect of the Pledged Collateral to the extent they are allowed under
         the Acquisition Loan Agreement.

(ii)     Upon the occurrence and during the continuance of a Default or Event of
         Default:

(A)      all rights of a Pledgor to receive the dividends and interest payments
         which it would otherwise be authorized to receive and retain pursuant
         to paragraph (i) of this Section shall cease immediately without any
         notice to such Pledgor or action by or on behalf of Agent or any other
         Person and all such rights shall thereupon be vested solely and
         exclusively in the Agent which shall then have the sole right to
         receive and hold as Pledged Collateral such dividends and interest
         payments; and

(B)      all dividends and interest payments which are received by a Pledgor
         contrary to the provisions of paragraph (A) of this Section shall be
         received in trust for the benefit of the Agent, shall be segregated
         from other property or funds of such Pledgor, and shall be forthwith
         paid over to the Agent as Pledged Collateral in the exact form
         received, to be held by the Agent as Pledged Collateral and as further
         collateral security for the Secured Obligations.

(g)      Release of Pledged Collateral. The Agent may release any of the Pledged
         Collateral from this Pledge Agreement or may substitute any of the
         Pledged Collateral for other Pledged Collateral without altering,
         varying or diminishing in any way the force, effect, lien, pledge or
         security interest of this Pledge Agreement as to any Pledged Collateral
         not expressly released or substituted, and this Pledge Agreement shall
         continue as a first priority lien on all Pledged Collateral not
         expressly released or substituted.

11.      Rights of Required Lenders. All rights of the Agent hereunder, if not
         exercised by the Agent, may be exercised by the Required Lenders.

12.      Application of Proceeds. Upon the acceleration of the Secured
         Obligations pursuant to Section 7 of the Acquisition Loan Agreement,
         any payments in respect of the Secured Obligations and any proceeds of
         any Pledged Collateral, when received by the Agent or any of the
         Lenders in cash or its equivalent, will be applied in the order set
         forth in Section 7 of the Acquisition Loan Agreement, and each Pledgor
         irrevocably waives the right to direct the application of such payments
         and proceeds and acknowledges and agrees that the Agent shall have the
         continuing and exclusive right to apply and reapply any and all such
         payments and proceeds in the Agent's sole discretion, notwithstanding
         any entry to the contrary upon any of its books and records.

13.      Costs of Counsel. At all times hereafter, the Pledgors agree to
         promptly pay upon demand any and all reasonable costs and expenses of
         the Agent or the Lenders, (a) as required under Section 9.5 of the
         Acquisition Loan Agreement and (b) subject to the limitations on the
         fees of counsel to the Agent and the Lenders set forth in Section 9.5
         of the Acquisition Loan Agreement, as reasonably necessary to protect
         the Pledged Collateral or to exercise any rights or remedies under this
         Pledge Agreement or with respect to any Pledged Collateral, including
         the costs and expenses of the Agent's counsel and of any experts or
         agents that the Agent may incur in connection with (i) the
         administration of this Pledge Agreement, (ii) the custody,
         preservation, sale or collection of, or realization upon, any Pledged
         Collateral, and (iii) the failure of a Pledgor to perform or observe
         any covenant or agreement hereunder. All of the foregoing costs and
         expenses shall constitute Secured Obligations and Secured Obligations
         hereunder.

14.      Indemnity. Without limitation of its indemnification obligations under
         the other Loan Documents, each Pledgor jointly and severally agrees to
         indemnify the Agent, each Lender, and each of their Affiliates and
         their respective members, partners, directors, officers, employees,
         agents and advisors of the Agent, each Lender and each of their
         Affiliates (each such Person being called an "Indemnitee") against, and
         hold each Indemnitee harmless from, any and all liabilities,
         obligations, losses, damages, penalties, actions, judgments, suits,
         costs, expenses and disbursements of any kind or nature whatsoever
         (including, without limitation, fees and disbursements of counsel and
         in-house documentation and diligence fees and legal expenses (subject
         to any applicable limitation on the fees of counsel to the Agent and
         the Lenders set forth in Section 9.5 of the Acquisition Loan
         Agreement)) which may be imposed on, incurred by or asserted against
         any Indemnitee arising out of, in connection with, or as a result of,
         the execution, delivery or performance of this Pledge Agreement or any
         claim, litigation, investigation or proceeding relating hereto or to
         the Pledged Collateral, whether or not any Indemnitee is a party
         thereto; provided that such indemnity shall not, as to any Indemnitee,
         be available to the extent that such losses, claims, damages,
         liabilities or related expenses are determined by a court of competent
         jurisdiction by final and nonappealable judgment to have resulted from
         the gross negligence or willful misconduct of such Indemnitee.

15.      Continuing Agreement.

(a)      This Pledge Agreement shall be a continuing agreement in every respect
         and shall remain in full force and effect until the Secured Obligations
         have been paid in full (other than any contingent indemnification
         obligations set forth in the Loan Documents). Upon such payment in
         full, this Pledge Agreement shall be automatically terminated and the
         Agent and the Lenders shall, upon the request and at the expense of the
         Pledgors, forthwith release all of its liens and security interests
         hereunder and shall execute and deliver all UCC termination statements
         and/or other documents reasonably requested by the Obligors evidencing
         such termination.

(b)      This Pledge Agreement shall continue to be effective or be
         automatically reinstated, as the case may be, if at any time payment,
         in whole or in part, of any of the Secured Obligations is rescinded or
         must otherwise be restored or returned by the Agent or any Lender as a
         preference, fraudulent conveyance or otherwise under any bankruptcy,
         insolvency or similar law, all as though such payment had not been
         made; provided that in the event payment of all or any part of the
         Secured Obligations is rescinded or must be restored or returned, all
         reasonable costs and expenses (including without limitation any
         reasonable legal fees and disbursements) incurred by the Agent or any
         Lender in defending and enforcing such reinstatement shall be deemed
         to be included as a part of the Secured Obligations.

16.      Amendments; Waivers; Modifications; No Waiver of Defaults. This Pledge
         Agreement and the provisions hereof may not be amended, waived,
         modified, changed, discharged or terminated except as set forth in
         Section 9.1 of the Acquisition Loan Agreement.

17.      Successors in Interest. This Pledge Agreement shall create a continuing
         security interest in the Pledged Collateral and shall be binding upon
         each Pledgor, its successors and assigns and shall inure, together with
         the rights and remedies of the Agent and the Lenders hereunder, to the
         benefit of the Agent and the Lenders and their successors and permitted
         assigns; provided, however, that none of the Pledgors may assign its
         rights or delegate its duties hereunder without the prior written
         consent of each Lender or the Required Lenders, as required by the
         Acquisition Loan Agreement. To the fullest extent permitted by law,
         each Pledgor hereby releases the Agent and each Lender, and its
         successors and assigns, from any liability for any act or omission
         relating to this Pledge Agreement or the Pledged Collateral, except for
         any liability arising from the gross negligence or willful misconduct
         of the Agent, or such Lender, or its officers, employees or agents.

18.      Notices. All notices required or permitted to be given under this
         Pledge Agreement shall be in conformance with Section 9.2 of the
         Acquisition Loan Agreement.

19.      Counterparts. This Pledge Agreement may be executed in any number of
         counterparts, each of which where so executed and delivered shall be an
         original, but all of which shall constitute one and the same
         instrument. It shall not be necessary in making proof of this Pledge
         Agreement to produce or account for more than one such counterpart.

20.      Headings. The headings of the sections and subsections hereof are
         provided for convenience only and shall not in any way affect the
         meaning or construction of any provision of this Pledge Agreement.

21.      Governing Law; Submission to Jurisdiction; Venue. THIS PLEDGE
         AGREEMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER,
         SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
         THE LAW OF THE STATE OF NEW YORK. Each Pledgor hereby irrevocably and
         unconditionally: (i) submits for itself and its property in any legal
         action or proceeding relating to this Pledge Agreement and the other
         Loan Documents to which it is a party, or for recognition and
         enforcement of any judgment in respect thereof, to the non-exclusive
         general jurisdiction of the courts of the State of New York, the courts
         of the United States of America for the Southern District of New York,
         and appellate courts from any thereof; (ii) consents that any such
         action or proceeding may be brought in such courts and waives any
         objection that it may now or hereafter have to the venue of any such
         action or proceeding in any such court or that such action or
         proceeding was brought in an inconvenient court and agrees not to plead
         or claim the same; (iii) agrees that service of process in any such
         action or proceeding may be effected by mailing a copy thereof by
         registered or certified mail (or any substantially similar form of
         mail), postage prepaid, to the Borrower at its address set forth in
         subsection 9.2 of the Acquisition Loan Agreement or at such other
         address of which the Agent shall have been notified pursuant thereto;
         (iv) agrees that nothing herein shall affect the right to effect
         service of process in any other manner permitted by law or shall limit
         the right of Agent or any Lender to bring proceedings against a Pledgor
         in the courts of any other jurisdiction having jurisdiction; (v) agrees
         that any judicial proceedings against Agent or any Lender involving,
         directly or indirectly, the Secured Obligations, any Loan Document or
         any related agreement shall be brought only in courts of the State of
         New York, the courts of the United States of America for the Southern
         District of New York, and appellate courts from any thereof; and (vi)
         waives, to the maximum extent not prohibited by law, any right it may
         have to claim or recover in any legal action or proceeding referred to
         in this subsection any special, exemplary, punitive or consequential
         damages.

22.      Waiver of Jury Trial. EACH PLEDGOR, THE AGENT AND THE LENDERS HEREBY
         IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
         OR PROCEEDING RELATING TO THIS PLEDGE AGREEMENT OR ANY OTHER LOAN
         DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

23.      Severability. If any provision of any of this Pledge Agreement is
         determined to be illegal, invalid or unenforceable, such provision
         shall be fully severable and the remaining provisions shall remain in
         full force and effect and shall be construed without giving effect to
         the illegal, invalid or unenforceable provisions.

24.      Entirety. This Pledge Agreement and the other Loan Documents represent
         the entire agreement of the parties hereto and thereto, and supersede
         all prior agreements and understandings, oral or written, if any,
         including any commitment letters or correspondence relating to the Loan
         Documents or the transactions contemplated herein and therein.

25.      Survival. All representations and warranties of the Pledgors hereunder
         shall survive the execution and delivery of this Pledge Agreement, and
         the other Loan Documents, the delivery of the Notes and the making of
         the Loans.

26.      Other Security. To the extent that any of the Secured Obligations are
         now or hereafter secured by property other than the Pledged Collateral
         (including, without limitation, real and other personal property owned
         by a Pledgor), or by a guarantee, endorsement or property of any other
         Person, then the Agent and the Lenders shall have the right to proceed
         against such other property, guarantee or endorsement upon the
         occurrence and during the continuation of any Event of Default, and the
         Agent and the Lenders have the right, in their sole discretion, to
         determine which rights, security, liens, security interests or remedies
         the Agent and the Lenders shall at any time pursue, relinquish,
         subordinate, modify or take with respect thereto, without in any way
         modifying or affecting any of them or any of the Agent's and the
         Lenders' rights or the Secured Obligations under this Pledge Agreement
         or under any other of the Loan Documents.

         27. Joint and Several Obligations of Pledgors.

                  (a) Each of the Pledgors is accepting joint and several
liability hereunder in consideration of the financial accommodation to be
provided by the Lenders under the Acquisition Loan Agreement, for the mutual
benefit, directly and indirectly, of each of the Pledgors and in consideration
of the undertakings of each of the Pledgors to accept joint and several
liability for the obligations of each of them.

                  (b) Each of the Pledgors jointly and severally hereby
irrevocably and unconditionally accepts, not merely as a surety but also as a
co-debtor, joint and several liability with the other Pledgors with respect to
the payment and performance of all of the Secured Obligations arising under this
Pledge Agreement and the other Loan Documents, it being the intention of the
parties hereto that all the Secured Obligations shall be the joint and several
obligations of each of the Pledgors without preferences or distinction among
them.

                  (c) Notwithstanding any provision to the contrary contained
herein, or in any other of the Loan Documents the obligations of each Guarantor
under the Acquisition Loan Agreement and the other Loan Documents shall be
limited to an aggregate amount equal to the largest amount that would not render
such obligations subject to avoidance under Section 548 of the Bankruptcy Code
or any comparable provisions of any applicable state law.

                  [Remainder of Page Intentionally Left Blank]

                            -Signature Pages Follow-


<PAGE>



         Each of the parties hereto has caused a counterpart of this Pledge
Agreement to be duly executed and delivered as of the date first above written.



BORROWER:          INFOCROSSING, INC., a Delaware corporation

                               By:  /s/ ZACH LONSTEIN
                                    -----------------
                               Name: Zach Lonstein
                               Title: Chief Executive Officer

GUARANTORS:        INFOCROSSING SOUTHEAST, INC.,
                   a Georgia corporation formerly known as Amquest, Inc.

                               By:  /s/ ZACH LONSTEIN
                                    -----------------
                               Name: Zach Lonstein
                               Title: Chief Executive Officer

                   INFOCROSSING WEST, INC., a California corporation formerly
                   known as ITO Acquisition Corporation and doing business as
                   Systems Management Specialists

                               By:  /s/ ZACH LONSTEIN
                                    -----------------
                               Name: Zach Lonstein
                               Title: Chief Executive Officer

<PAGE>



                   Accepted and agreed to as
                   of the date first above written.

                   CAPITALSOURCE FINANCE LLC, as Agent

                               By:  /s/ JOSEPH TURITZ
                                   ------------------
                               Name: Joseph Turitz
                               Title: General Counsel







<PAGE>

                                  Schedule 2(a)

                                       to

                                Pledge Agreement

                            dated as of July 29, 2004

                      in favor of CapitalSource Finance LLC

                                    as Agent

<TABLE>
<CAPTION>
                                 PLEDGED SHARES



         PLEDGOR:  INFOCROSSING, INC.
                                                            Number of       Class of      Certificate    Percentage
                                                            ----------      ---------
                    Name of Subsidiary                        Shares          Stock         Number        Ownership
                    ------------------                        ------          -----         ------        ---------
<S>                                                           <C>            <C>               <C>          <C>
  Infocrossing Southeast, Inc.                                1,000          Common            3            100%
  ETG, Inc.                                                 1,000,000        Common            3            100%
  Infocrossing Services, Inc.                                  100           Common            3            100%
  Infocrossing West, Inc.                                      100           Common            2            100%

  PLEDGOR:  INFOCROSSING SOUTHEAST, INC.
                                                            Number of       Class of      Certificate    Percentage
                                                            ---------       --------
               Name of Subsidiary                             Shares          Stock         Number        Ownership

  Infocrossing Services Southeast, Inc.                        100           Common            2            100%

  PLEDGOR:  INFOCROSSING WEST, INC.
                                                            Number of       Class of      Certificate    Percentage
                                                            ---------       --------
               Name of Subsidiary                             Shares          Stock         Number        Ownership

  Infocrossing Services West, Inc.                             100           Common            1            100%

</TABLE>

<PAGE>



                                  Schedule 4(a)

                                       to

                                Pledge Agreement

                            dated as of July 29, 2004

                      in favor of CapitalSource Finance LLC

                                    as Agent


                             Irrevocable Stock Power


    FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to




the following shares of capital stock of _________, a ____________ corporation:

                           No. of Shares                        Certificate No.
                           -----------                            ------------


and irrevocably appoints __________________________________ its agent and
attorney-in-fact to transfer all or any part of such capital stock and to take
all necessary and appropriate action to effect any such transfer. The agent and
attorney-in-fact may substitute and appoint one or more persons to act for him.

                                               -------------------------------


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