EXHIBIT 24

                                POWER OF ATTORNEY







KNOW ALL MEN BY THESE PRESENTS that the undersigned, a director of Infocrossing,
Inc. (the "Corporation"), hereby constitutes and appoints Zach Lonstein the true
and lawful agent and attorney-in-fact of the undersigned, with full power and
authority in said agent and attorney-in-fact to delegate the power herein
conferred to any person or persons said agent and attorney-in-fact shall select,
to sign in the place of the undersigned in his capacity as a director of the
Corporation, the Form 10-K for the fiscal year ended December 31, 2001 of the
Corporation to be filed with the Securities and Exchange Commission, Washington,
D.C., under the Securities Exchange Act of 1934, as amended, and sign any
amendment or amendments to such Form 10-K. The undersigned also hereby ratifies
and confirms all acts taken by such agent and attorney-in-fact as herein
authorized.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
the 27th day of March 2002.



                                                         /s/
                                      ------------------------------------------

                                      Print Name: Richard A. Keller