UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

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INFOCROSSING, INC.
(Name of Registrant as Specified in Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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INFOCROSSING, INC.
2 CHRISTIE HEIGHTS STREET
LEONIA, NJ 07605
(201) 840-4700

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

JUNE 13, 2005

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

The Annual Meeting of Stockholders will be held at 9:00 A.M. on Monday, June 13,
2005, at the offices of the Company at 2 Christie Heights Street, Leonia, NJ
07605, for the following purposes:

1. To elect three Directors of the Company for a three-year term;

2. To approve a proposal to adopt the Company's 2005 Stock Plan; and

3. To transact such other business as may properly come before the Annual
Meeting.

Only stockholders of record at the close of business on April 29, 2005 will be
entitled to vote at the Annual Meeting.

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING.
THEREFORE, WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE YOUR PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES. IF YOU DO ATTEND THE ANNUAL MEETING AND WISH TO VOTE IN PERSON,
YOUR PROXY WILL NOT BE USED.

By order of the Board of Directors,

Nicholas J. Letizia
Secretary

May 2, 2005

INFOCROSSING, INC.
2 CHRISTIE HEIGHTS STREET
LEONIA, NEW JERSEY 07605
(201) 840-4700
----------------------------

PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 13, 2005
--------------------------------

GENERAL INFORMATION

The enclosed Proxy is solicited on behalf of the Board of Directors of
Infocrossing, Inc. (the "Company") for use at the Annual Meeting of Stockholders
of the Company (the "Meeting") to be held at 9:00 A.M. on Monday, June 13, 2005
(the "Meeting Date"), at the offices of the Company at 2 Christie Heights
Street, Leonia, NJ 07605.

The authority granted by an executed Proxy may be revoked at any time before its
use by (a) filing a written revocation with the Secretary of the Company, (b)
submitting a new, duly-executed Proxy bearing a later date, or (c) voting in
person at the Meeting. Shares represented by valid Proxies will be voted at the
Meeting in accordance with the specifications in the Proxies.

If no specifications are made in otherwise properly executed Proxies, they will
be voted FOR the election of the Directors nominated by the Board and FOR the
adoption of the Company's 2005 Stock Plan (the "2005 Plan").

Only stockholders of record at the close of business on April 29, 2005 (the
"Record Date") will be entitled to vote at the Meeting, either in person or by
Proxy. On the Record Date, the Company had outstanding 20,249,174 shares of
common stock, $0.01 par value, each entitled to one vote. The common stock is
the Company's only class of voting stock currently outstanding. A majority in
interest of the outstanding voting stock, represented at the Meeting either in
person or by Proxy, constitutes a quorum for the transaction of business.

The Company will bear the cost of the solicitation of Proxies including, upon
request, reimbursement of brokerage companies and other nominees for their
reasonable expenses in forwarding solicitation materials to beneficial owners of
common stock. In addition to the use of the mails, employees of the Company may
devote part of their time to the solicitation of Proxies by telephone,
telegraph, or in person, but no additional compensation will be paid to them.

The approximate date on which this Proxy Statement and accompanying Proxy are
first being sent or given to stockholders is May 16, 2005.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of April 29, 2005 by (a) all current
Directors of the Company, (b) the Chief Executive Officer, the four most highly
compensated executive officers of the Company whose salary exceeded $100,000 in
the most recent year, and two former executive officers whose employment
terminated prior to the end of the most recent year (the "Named Executives"),
(c) all current Directors and executive officers as a group, and (d) any other
person known by the Company to be the beneficial owner of more than 5% of its
common stock. Beneficial ownership includes shares that the beneficial owner has
the right to acquire within sixty days of the above date from the exercise of
options, warrants, or similar obligations. If no address is shown, the address
of the beneficial owner is in care of the Company.

BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK
- ----------------------------------------------------------------------------------------------------------------------------
Number of Shares Percentage
Name and Address of Beneficial Owner Beneficially Owned of Class
- ------------------------------------------------------------------------- ------------------------- -----------------

Zach Lonstein (1) 2,719,077 12.6%
- ------------------------------------------------------------------------- ------ ------------------ -----------------
Robert B. Wallach (2) 779,756 3.7%
- ------------------------------------------------------------------------- ------ ------------------ -----------------
John M. Lalli (3) 32,501 *
- ------------------------------------------------------------------------- ------ ------------------ -----------------
Thomas Laudati (4) 20,383 *
- ------------------------------------------------------------------------- ------ ------------------ -----------------
Nicholas J. Letizia (5) 44,885 *
- ------------------------------------------------------------------------- ------ ------------------ -----------------
Patrick A. Dolan 115,485 *
- ------------------------------------------------------------------------- ------ ------------------ -----------------
Jim Cortens 20,407 *
- ------------------------------------------------------------------------- ------ ------------------ -----------------
Peter J. DaPuzzo 378 Taconic Road
Greenwich, CT 06831 (6) 73,750 *
- ------------------------------------------------------------------------- ------ ------------------ -----------------
Jeremiah M. Healy 24 Crescent Road
Riverside, CT 06878 (7) 27,500 *
- ------------------------------------------------------------------------- ------ ------------------ -----------------
Kathleen A. Perone 40 Ocean Avenue
Monmouth Beach, NJ 07750 (8) 50,000 *
- ------------------------------------------------------------------------- ------ ------------------ -----------------
Michael B. Targoff 40 West 57th Street
New York, NY 10019 (9) 60,000 *
- ------------------------------------------------------------------------- ------ ------------------ -----------------
Howard Waltman 610 5th Avenue
New York, NY 10017 (10) 103,750 *
- ------------------------------------------------------------------------- ------ ------------------ -----------------
All current Directors and executive officers as a group (14 persons) (11) 3,971,618 17.4%
- ------------------------------------------------------------------------- ------ ------------------ -----------------
- -------------------------------------------------------------------------- ------------------------- -----------------
Janus Capital Management LLC 151 Detroit Street
("Janus") Denver, CO 80206 (12) 2,639,385 12.7%
- -------------------------------------------------------------------------- ------ ------------------ -----------------
Federated Investors, Inc. Federated Investors Tower
("Federated") Pittsburgh, PA 15222 (13) 2,040,226 9.9%
- -------------------------------------------------------------------------- ------ ------------------ -----------------
Jack Silver 920 Fifth Avenue - #3B
New York, NY 10021 (14) 1,797,652 8.8%
- -------------------------------------------------------------------------- ------ ------------------ -----------------
Cahill, Warnock Strategic Partners One South Street - Suite 2150
Fund, LP Baltimore, MD 21202 (15) 1,379,024 6.5%
- -------------------------------------------------------------------------- ------ ------------------ -----------------
Baron Capital Group, Inc. 767 Fifth Avenue
("Baron") New York, NY 10153 (16) 1,333,675 6.5%
- -------------------------------------------------------------------------- ------ ------------------ -----------------

* Less than 1% of Class

(1) Includes 1,408,081 shares of common stock issuable upon exercise of options
held by Mr. Lonstein. Also includes 750,000 shares, held by Mr. Lonstein,
that are subject to options held by MidOcean Capital Investors, L.P.,
Sandler Capital Management, and other parties to a private placement of
securities (see "Certain Relationships and Related Party Transactions"
below).

(2) Includes 657,831 shares of common stock issuable upon exercise of options
held by Mr. Wallach.

(3) Includes 32,501 shares of common stock issuable upon exercise of options
held by Mr. Lalli.

(4) Includes 20,383 shares of common stock issuable upon exercise of options
held by Mr. Laudati.

(5) Includes 44,885 shares of common stock issuable upon exercise of options
held by Mr. Letizia.

(6) Includes 68,750 shares of common stock issuable upon exercise of
non-qualified options held by Mr. DaPuzzo. Also includes 5,000 shares in
his wife's IRA over which Mr. DaPuzzo disclaims beneficial ownership or
control.

(7) Includes 27,500 shares of common stock issuable upon exercise of
non-qualified options held by Mr. Healy

(8) Includes 50,000 shares of common stock issuable upon exercise of
non-qualified options held by Ms. Perone.

(9) Includes 60,000 shares of common stock issuable upon exercise of
non-qualified options held by Mr. Targoff.

(10) Includes 103,750 shares of common stock issuable upon exercise of
non-qualified options held by Mr. Waltman.

(11) Includes 2,533,697 shares of common stock issuable upon exercise of options
collectively held by the fourteen Directors and executive officers of the
Company.

(12) Includes 521,660 shares of common stock issuable upon exercise of warrants,
issued in connection with a private placement of common stock by the
Company in October 2003, held by Janus in one or more funds.

(13) Includes 445,293 shares of common stock issuable upon exercise of warrants,
issued in connection with a private placement of common stock by the
Company in October 2003, held by Federated in one or more funds.

(14) Includes 139,288 shares of common stock issuable upon exercise of warrants,
issued in connection with a private placement of common stock by the
Company in October 2003, held by Mr. Silver and certain affiliates.

(15) Includes 1,062,500 shares of common stock issuable upon exercise of
warrants received in connection with a Securities Purchase Agreement (See
"Certain Relationships and Related Party Transactions", below). Includes
securities held by Camden Partners Strategic Fund II-A, L.P.; Camden
Partners Strategic Fund II-B, L.P.; the Cahill, Warnock Strategic Partners
Fund, L.P.; and Strategic Associates, L.P., (the "Camden Entities"). Along
with Cahill, Warnock Strategic Partners, L.P., each fund has shared voting
and dispositive power over the total number of shares owned by the Camden
Entities. Each of the Camden Entities disclaims beneficial ownership over
any shares not held of record by it.

(16) Includes 222,575 shares of common stock issuable upon exercise of warrants,
issued in connection with a private placement of common stock by the
Company in October 2003, held by Baron in one or more funds.

PROPOSAL I - ELECTION OF DIRECTORS

The Board currently consists of seven Directors divided into three classes.

The persons named in the table below are the Class C Directors nominated by the
Board for election at the Meeting, each to serve a three-year term or until
their respective successors are duly elected and qualified. Each has consented
to being named a nominee in this Proxy Statement and has agreed to serve as a
Director if elected at the Meeting. Unless otherwise indicated, the persons
named in the Proxy intend to vote their shares for the election of these
nominees. If any nominee becomes unable to serve prior to the Meeting, Proxies
will be voted for such other candidates as may be nominated by the Board of
Directors.

Directors will be elected by a plurality of the votes properly cast at the
meeting. Abstentions and broker non-votes will not be treated as votes cast for
this purpose, but will be treated as shares present for the purpose of
determining whether a quorum is present.

DIRECTOR
NAME POSITIONS WITH THE COMPANY AGE SINCE
- ---------------------- --------------------------------------------------------- ------ ------------

Zach Lonstein CEO & Chairman of the Board of Directors 61 1984

Robert B. Wallach President, COO & Vice Chairman of the Board of Directors 66 2001

Jeremiah M. Healy Director 62 2004

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE PROPOSAL TO
ELECT THE THREE NOMINEES LISTED ABOVE AS DIRECTORS OF THE COMPANY.

The name, principal occupation with the Company, and certain information
concerning each of the Directors and executive officers of the Company as of
April 29, 2005 are set forth in the table below. Also set forth following the
table is certain additional information regarding each individual's business
experience.

DIRECTOR TERM
NAME POSITIONS WITH THE COMPANY AGE SINCE EXPIRES
- ------------------------- ---------------------------------------- ------- ----------- -----------

Zach Lonstein Chief Executive Officer & Chairman 61 1984 2005
of the Board of Directors

Robert B. Wallach President, Chief Operating Officer & 66 2001 2005
Vice Chairman of the Board of
Directors

Vince Deluca Senior Vice President - Client Services 41 - -

John M. Lalli Executive Vice President - Business 63 - -
Development and Strategic
Initiatives

Thomas Laudati Senior Vice President, 47 - -
Enterprise Engineering

Garry Lazarewicz Senior Vice President, Research 56 - -
& Development

Nicholas J. Letizia Senior Vice President, General 53 - -
Counsel, & Secretary

Michael Luebke President - Infocrossing Healthcare 53 - -
Services, Inc.

William J. McHale Chief Financial Officer, Senior Vice 50 - -
President - Finance, & Treasurer

Michael Wilczak Senior Vice President - 34 - -
Corporate Development

Peter J. DaPuzzo Director 64 2001 2006

Jeremiah M. Healy Director 62 2004 2005

Kathleen A. Perone Director 51 2000 2007

Michael B. Targoff Director 60 2001 2007

Howard L. Waltman Director 72 2004 2006

ZACH LONSTEIN has been the Company's Chairman of the Board since he organized
the Company in 1984, Chief Executive Officer from 1984 through June 2000 and
from November 2001 to the present, and President from 1984 to May 1996. From
1981 to 1984, Mr. Lonstein was Vice President and General Manager of the
Commercial On-Line division of Informatics General Corporation ("Informatics"
subsequently renamed Sterling Federal Systems, Inc.), a computer software and
services company listed on the New York Stock Exchange. In 1970, Mr. Lonstein
was a founder and President of Transportation Computing Services Corp. ("TCS").
In 1981, TCS was sold to Informatics. The Company purchased the Commercial
On-Line division of Informatics in 1984.

ROBERT B. WALLACH joined the Company in June 1995, and was appointed Vice
Chairman on April 2, 2004. Mr. Wallach has also served as President of the
Company from May 1996 until June 2000, from November 2001 until April 2, 2004
and from November 2004 to the present; Chief Operating Officer from April 2001
until April 2, 2004 and from November 2004 to the present; and a Director of the
Company from 1992 until May 2000 and from August 2001 to the present. From June
2000 through April 2001, he was President of the Company's Managed Services
Division. Prior to June 1995, he was sole proprietor of Horizons Associates, a
consulting firm he founded in 1985. Mr. Wallach has more than 20 years of
operating experience including senior management positions with Boeing Computer
Services, Informatics, and the Financial Information Services Group/Strategic
Information division of Ziff Communications.

PATRICK A. DOLAN served as chairman and chief executive officer of ITO
Acquisition Corporation, ("ITO"), until the acquisition of ITO by the Company on
April 2, 2004, when Mr. Dolan was appointed as President and Chief Operating
Officer and a Director of the Company. ITO has been renamed Infocrossing West,
Inc. Mr. Dolan resigned these positions in November 2004. During his tenure at
ITO, Mr. Dolan was involved in virtually every aspect of the business, including
development of the organization's business strategy, overseeing operations,
service delivery, business development, marketing, human resources and account
management. Before joining ITO in November 1994, he was Vice President of Sales
and Marketing with SHL Systemhouse from March 1992 through November 1994. Mr.
Dolan has more than 25 years of experience in the IT services industry,
including positions with Citicorp and ACS.

JIM CORTENS served as President of ITO, until the acquisition of ITO by the
Company on April 2, 2004, when Mr. Cortens was appointed as Executive Vice
President of the Company. Mr. Cortens resigned in November 2004. As President of
ITO, Mr. Cortens was responsible for all financial and commercial aspects
associated with new and existing customer relationships. Before joining ITO in
November 1994, he was Director of Data Center Services and later Director of
Business Development with SHL Systemhouse from July 1988 until joining SMS in
1994. His employment experience also includes professional positions with
Richardson Greenshields and Manitoba Data Services in Winnipeg, Canada.

VINCENT DELUCA was Senior Vice President of Strategic Development for ITO until
the acquisition of ITO by the Company on April 2, 2004, when Mr. Deluca was
appointed Senior Vice President of Client Services for the Company. Mr. Deluca
joined ITO in January 2003, and was instrumental in the successful acquisition
of the Acxiom West Coast outsourcing operation into the ITO business. From March
1999 until joining ITO, Mr. Deluca worked for Marconi, PLC, most recently as
Vice President, Solutions Development.

JOHN M. LALLI joined the Company in May 2002 as Senior Vice President of
Strategic Services, and was appointed Executive Vice President - Business
Development and Strategic Initiatives in August 2004. Prior to joining
Infocrossing, Mr. Lalli was Chief Technology Officer and Senior Vice President
of Business Development with Systems Management Specialists, Inc. ("SMS"), which
became a subsidiary of Marconi PLC in July 2000. Until joining SMS in 1997, Mr.
Lalli had a twenty-five year career with the CBS television network, holding
positions of Chief Information Officer of CBS, Inc. and Chief Operating Officer
of CBS Data Services.

THOMAS LAUDATI has been Senior Vice President, Technical Services, of the
Company since 1997 and a Vice President of the Company since 1995, when the
Company purchased MCC Corp. Mr. Laudati joined MCC Corp in 1988 as a senior
analyst, and was promoted to Vice President of Technical Services in April 1991.
Prior to joining MCC Corp., Mr. Laudati held positions in the programming
departments of Horizons Bancorp and Colonial Life Insurance Company.

GARRY LAZAREWICZ has been Senior Vice President, Research & Development, of the
Company since August 1, 1999, and Vice President since June 1995, when the
Company purchased MCC Corp. Mr. Lazarewicz, who oversees all corporate research
and development, joined MCC Corp. in 1979, and was promoted to Vice President in
1985. From 1971 through 1979, he was employed at Global Terminal and Computer
Services, where his last position was Director of MIS.

NICHOLAS J. LETIZIA joined the Company as Chief Financial Officer and Secretary
in November 1998. In April 2001, Mr. Letizia ceased being the Company's Chief
Financial Officer and was named to the new position of Senior Vice President and
General Counsel. From June 2002 through June 2003, he also held the position of
Treasurer. Prior to joining Infocrossing, he was Chief Financial Officer of
InterEquity Capital Corporation, the general partner of a Small Business
Investment Company. Before joining InterEquity in November 1997, he was Vice
President of, and later a consultant to, Helmstar Group, Inc. from 1987 until
November 1997. His employment experience also includes professional positions
with Arthur Andersen & Co. and Donaldson, Lufkin & Jenrette. Mr. Letizia is a
Certified Public Accountant (Inactive Status) and a member of the New Jersey
Bar.

MICHAEL LUEBKE was named President of Infocrossing Healthcare Services, Inc.,
formerly the healthcare segment of Verizon Information Technologies, Inc.
("VITI"), when the Company purchased the business as of October 1, 2004. Mr.
Luebke formerly served as President of VITI through November 2003. Mr. Luebke
enjoyed a thirty-year career with Verizon and GTE, holding positions such as AVP
- - Information Technology, where he led the IT merger planning with Bell
Atlantic, retooled GTE's system development capabilities, and helped GTE earn a
CMM level 3 certification.

WILLIAM J. MCHALE was named Senior Vice President, Finance of the Company in
September 2002, Treasurer in June 2003, and Chief Financial Officer on January
7, 2005. Prior to joining Infocrossing, from 1990 through 2001, Mr. McHale was
Chief Financial Officer and Executive Vice President at Eden LLC, a regional
importer and distributor. He assisted with that company's sale of its brand and
licensing rights to Learning Curve International. Eden LLC filed for bankruptcy
protection under Chapter 11 of the U.S. Bankruptcy Code on June 15, 2001. Prior
to Eden, Mr. McHale held senior operations and finance positions with Amerada
Hess Corporation and several private companies. Mr. McHale, a Certified Public
Accountant, also spent six years with Arthur Andersen & Co.

MICHAEL WILCZAK joined the Company as Senior Vice President of Corporate
Development on March 1, 2001. Prior to joining Infocrossing, Mr. Wilczak was
Director of e-Infrastructure Outsourcing for Cabletron Systems and its spin-off,
Global Network Technology Services. From October 1998 through October 1999, when
he joined Cabletron, Mr. Wilczak was Marketing Development Manager for Qwest
Communications, and from June 1993 until leaving to join Qwest, he held several
positions with AT&T, the last being Client Business Manager.

PETER J. DAPUZZO was reelected to the Board of Directors on November 27, 2001.
He had previously served on the Company's Board from July 1999 through May 2000.
Prior to 2002, Mr. DaPuzzo was the Co-President and CEO of Cantor Fitzgerald and
Company, the equity institutional sales and trading division of Cantor
Fitzgerald LP. Mr. DaPuzzo was also a Senior Managing Director of Cantor
Fitzgerald LP. Mr. DaPuzzo joined Cantor Fitzgerald in 1993 and retired January
1, 2005. Mr. DaPuzzo is Chairman of the National Organization of Investment
Professionals, a professional group of institutional and broker dealer senior
managers, a member the Presidential Advisory Committee to the President of
Security Traders Association of New York, and a member and the immediate past
Chairman of the Securities Industry Association - Institutional Traders
Committee.

JEREMIAH M. HEALY was elected to the Board of Directors in November 2004. Mr.
Healy is an Independent Consultant and formerly was vice president and Chief
Financial Officer of Ge-Ray Fabrics, Inc. ("Ge-Ray"), a privately-held
merchandising and manufacturing company supplying circular knitted fabrics to
the fashion industry, from 1989 until April 2005. Before joining Ge-Ray, Mr.
Healy was Chief Financial Officer & Vice President of Peabody International
Corp., a NYSE listed company that merged with Pullman Corporation in 1986 and
was acquired by a private merger and acquisition group in 1989. Mr. Healy is a
Certified Public Accountant (CT). Ge-Ray and an affiliated company filed for
bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in April
2005.

KATHLEEN A. PERONE was elected to the Board of Directors in September 2000. In
June 2002, Ms. Perone became President and Chief Executive Officer of Focal
Communications, Inc., headquartered in Chicago, IL, a position she held until
October 2004, when Focal was acquired by Corvis Corporation. During her term,
she guided Focal through a reorganization under Chapter 11 of the U.S.
Bankruptcy Code, emerging in July 2003. Beginning in April 2000, Ms. Perone was
Managing Director of Acappella Ventures LLC, a Delaware limited liability
corporation, which invested in early stage telecommunications and technology
enterprises. From August 2001 to February 2002, she was Chairman and

Chief Executive Officer of Lightrade, Inc., a private corporation that filed in
March 2001 for bankruptcy protection under Chapter 7 of the U.S. Bankruptcy
Code. From January 1998 through March 2000, Ms. Perone was employed by
Denver-based Level(3) Communications, LLC as President - North American
Operations. Prior to 1998, Ms. Perone held various positions with MFS
Communications (now WorldCom), including President - Global Services Division
and President - Telecom East. Ms. Perone was previously a member of the boards
of directors of Focal Communications Corp and Tellium, Inc.

MICHAEL B. TARGOFF was elected to the Board of Directors in May 2001. Mr.
Targoff is the founder of Michael B. Targoff & Co., a company that seeks active
or controlling investments in telecommunications and related industry early
stage companies. From January 1996 through January 1998 Mr. Targoff was
president and chief operating officer of Loral Space and Communications Ltd. Mr.
Targoff had been senior vice president of Loral Corporation prior to the
combination of Loral's defense electronics and systems integration businesses
with Lockheed Martin in 1996. Mr. Targoff is Chairman of the Board of
Communication Power Industries ("CPI"), and a director of Kayne Anderson MLP
Investment Company ("Kayne"), ViaSat, Inc., and Leap Wireless International,
Inc. ("Leap"). He is chairman of the audit committees of CPI and Leap, and a
member of the audit committee of Kayne. Mr. Targoff is also chairman of the
board of directors of two small private telecom companies. Prior to joining
Loral Corporation in 1981, Mr. Targoff was a partner in the New York City law
firm, Willkie Farr & Gallagher.

HOWARD L. WALTMAN was elected to the Board of Directors in April 2004. He had
previously served on the Company's Board from 1997 to May 2000. Mr. Waltman is a
director and, until 2000, was Chairman of Express Scripts, Inc. ("ESI"), a
Company he formed in 1986 as a subsidiary of Sanus, of which he was also a
founder and former Chairman. Sanus was acquired by New York Life Insurance
Company in 1987. ESI, which provides mail order pharmacy services and pharmacy
claims processing services, was spun out of Sanus and taken public in June 1992.
Mr. Waltman also founded Bradford National Corp., which was sold to McDonnell
Douglas Corporation. Mr. Waltman is also a director of the Emergent Group, Inc.,
(OTC - EMGP) a holding company whose subsidiaries provide surgical equipment on
a fee-for-service basis to hospitals and other health care providers.

MEMBERS OF THE BOARD OF DIRECTORS

The Board of Directors currently has seven members: Ms. Perone and Messrs.
Lonstein, Wallach, DaPuzzo, Targoff, Waltman, and Healy. The Board of Directors
has determined that the following members of the Board are independent
Directors, as such term is defined in Nasdaq Rule 4200(a)(15): Ms. Perone and
Messrs. DaPuzzo, Targoff, Waltman, and Healy. The independent Directors meet
from time to time in executive session without the other members of the Board.

Mr. Dolan and Mr. Waltman joined the Board of Directors in April 2004. Mr. Dolan
resigned as a Director in November 2004.

The Board of Directors held nineteen meetings during 2004 and took ten actions
by unanimous written consent. During 2004 (or for such shorter period during
which they served) all Directors attended at least 75% of the meetings of the
Board of Directors and the meetings of the committees on which they served.

The Company encourages all Board Members to attend its Annual Meeting of
Stockholders. At the Annual Meeting held on June 15, 2004, all but one of the
then-current Directors was in attendance.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has standing committees as follows: an Audit Committee, an Options
and Compensation Committee, an Executive Committee, and a Nominating Committee.

AUDIT COMMITTEE

During 2004, the Audit Committee consisted of Ms. Perone and Messrs. Targoff,
DaPuzzo. Ms. Perone served as Chairperson until Mr. Healy was appointed to that
position in November 2004. In December 2004, Mr. Targoff resigned from the Audit
Committee. The Audit Committee met once in a joint session with the entire Board
in 2004, and took three actions by unanimous written consent. Each of the
members of the Audit Committee meets the requirements for being members as
prescribed by the listing standards of the Nasdaq Stock Market including the
independence standards of the Nasdaq Stock Market and applicable SEC rules. Mr.
Healy is the audit committee financial expert, as that term is defined in
Regulation S-K 401(h)(2).

The Audit Committee is governed by a written charter approved by the Board of
Directors. A copy of this charter, as amended, is included as Appendix A.

The Audit Committee has the ultimate authority and responsibility to appoint,
establish the compensation for, evaluate and, where appropriate, replace the
independent auditors of the Company's financial statements, and the independent
auditors report directly to the Audit Committee. The Company requires that all
services provided by the independent auditors be pre-approved by the Audit
Committee. The Audit Committee meets periodically with management and the
Company's independent auditors to discuss their evaluation of internal
accounting controls, the quality of financial reporting, and related matters.
The independent auditors have free access to members of the Audit Committee
without the presence of management, if necessary, to discuss the results of
their audits. The report of the Audit Committee appears beginning on page 17.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Until April 2004, the Options and Compensation Committee consisted of Ms. Perone
and Mr. Targoff. In April 2004, Mr. Waltman joined the Options and Compensation
Committee. No compensation committee interlocks exist with respect to the Option
and Compensation Committee, nor do any present or past officers of the Company
serve on the Options and Compensation Committee.

OPTIONS AND COMPENSATION COMMITTEE

The Options and Compensation Committee of the Board of Directors of the Company
is responsible for, among other matters, establishing policies applicable to the
compensation of the Company's executive officers and reporting on such policies
to the Board of Directors and stockholders; determining the salaries, incentive
compensation and other remuneration of executive officers of the Company; and
reviewing salaries, compensation and remuneration for all other officers of the
Company. The Committee regularly reviews the effectiveness of the Company's
executive compensation practices and revises them as appropriate. The Board may
also delegate the authority to the Options and Compensation Committee to
negotiate contracts with certain employees. The Options and Compensation
Committee met three times during 2004, including one meeting in joint session
with the entire Board, and took six actions by unanimous written consent. A
report on the compensation philosophy of the Committee and its executive
compensation activities during 2004 appears beginning on page 13.

EXECUTIVE COMMITTEE

The Executive Committee of the Board of Directors may act with the authority of
the Board except that it may not (i) submit any matter to a vote of the
stockholders, (ii) fill any Board vacancies, (iii) set any compensation for
Board members, and (iv) amend or repeal the By-Laws or any Board resolution
which by its terms may not be so amended or repealed. The Executive Committee
consists of Messrs. Lonstein, Targoff, and (beginning in June 2004) Waltman. Mr.
Lonstein is a management Director and Messrs. Targoff and Waltman are
independent Directors. The Executive Committee met once in joint session with
the entire Board of Directors during 2004.

NOMINATING COMMITTEE

The Nominating Committee of the Board of Directors was formed in June 2004, and
consists of the independent Directors Ms. Perone and Messrs. DaPuzzo and
Waltman. The Nominating Committee is governed by a written charter approved by
the Board of Directors. A copy of this charter is included as Appendix B. The
Nominating Committee took one action by unanimous written consent during 2004.

The Company values the input of all Directors, whether independent or not, in
the nominating process. The entire Board of Directors participates in the
evaluation and recommendation of candidates for election as Directors, the size
and composition of the Board, and the implementation of the Company's corporate
governance policies. Director nominees must be approved by a majority of the
independent Directors (as independence is defined in the Nasdaq rules) as well
as a majority of the full Board. In evaluating candidates to serve as Directors,
the Nominating Committee and the Board of Directors considers professional
ethics and values, relevant managerial experience, and commitment to enhancing
shareholder value.

The Board of Directors regularly assesses the size of the Board, whether any
vacancies are anticipated, and the need for particular expertise. Candidates may
come to the attention of the Nominating Committee or the Board of Directors from
current Board members, shareholders, or other persons.

The Nominating Committee will consider shareholder recommendations of candidates
when the recommendations are submitted in a proper manner. Any shareholder
recommendations should include the candidate's name and qualifications to serve
as a Director. Submissions should be addressed to the Nominating Committee, c/o
the Corporate Secretary, Infocrossing, Inc., 2 Christie Heights Street, Leonia,
NJ 07605. For potential nominees to be considered at the 2006 annual meeting of
stockholders, the Corporate Secretary must receive the information no later than
January 17, 2006. The notice must include the candidate's age, business address,
residence address, principal occupation or employment, the number of shares
beneficially owned by the candidate, and information that would be required to
solicit a proxy under federal securities laws. The notice must also include the
nominating shareholder's name, address, and the number of shares beneficially
owned, as well as the period such shares have been held by, the nominating
shareholder. The current nominees, Messrs. Lonstein, Wallach, and Healy, have
been members of the Board since 1984, 2001, and 2004, respectively, and have
been unanimously approved by the Nominating Committee and the Board of Directors
to stand for reelection as Director. Mr. Healy was recommended for inclusion on
the Board of Directors by Mr. DaPuzzo.

COMMUNICATIONS FROM SECURITY HOLDERS

Shareholders may communicate with the Board of Directors, including the
independent Directors, by sending a letter to Infocrossing, Inc. - Board of
Directors, c/o Corporate Secretary, Infocrossing, Inc., 2 Christie Heights
Street, Leonia, NJ 07605. The Corporate Secretary has the authority to disregard
or take other appropriate action with respect to any inappropriate
communications. The Corporate Secretary will submit appropriate communications
to the Chairman of the Board or to the specific Director(s) to whom the
correspondence is directed.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The Summary Compensation Table below includes, for each of the years ended
December 31, 2004, 2003, and 2002, individual compensation for services to the
Company and its subsidiaries as paid to the Named Executives.

SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
------------------------------------ ---------------------------
Awards
---------------------------
Securities
Name and Principal Other Annual Restricted Underlying All Other
Position at Salary Compensation Stock Options/SARS Compensation
December 2004 Year ($)(a) Bonus ($) ($) (b) Awards (#) (#) ($)
- ----------------------- ------ ---------- ----------- ------------- ------------ -------------- -------------

Zach Lonstein 2004 420,500 - - - 500,000 -
Chief Executive 2003 409,131 - - - 10,000 -
Officer & Chairman 2002 413,437 145,000(d) - - -
- ----------------------- ------ ---------- ----------- ------------- ------------ -------------- -------------
Robert Wallach 2004 420,500 - - - 350,000 780,763 (c)
Vice Chairman, 2003 409,131 - - - 10,000 -
President & COO 2002 413,437 145,000(d) - - - -
- ----------------------- ------ ---------- ----------- ------------- ------------ -------------- -------------
John M. Lalli 2004 90,000 - 120,000 - 12,500 -
EVP Business 2003 90,000 - 120,000 - 5,000 -
Development 2002 56,596 - 70,000 - 30,000 -
- ----------------------- ------ ---------- ----------- ------------- ------------ -------------- -------------
Nicholas J. Letizia 2004 196,796 - - - 65,000 93,910 (c)
SVP & General Counsel 2003 183,635 - - - 15,050 -
2002 183,750 10,000(e) - - 10,000 -
- ----------------------- ------ ---------- ----------- ------------- ------------ -------------- -------------
Thomas Laudati 2004 188,190 - - - 10,000 274,262 (c)
SVP 2003 179,888 - - - 25,000 -
2002 180,000 75,000(e) - - 2,500 -
- ----------------------- ------ ---------- ----------- ------------- ------------ -------------- -------------
Patrick A. Dolan 2004 189,699 - - - 200,000 140,130 (f)
President & COO 2003 - - - - - -
through October 2004 2002 - - - - - -
- ----------------------- ------ ---------- ----------- ------------- ------------ -------------- -------------
Jim Cortens 2004 165,377 - - - 200,000 126,380 (g)
EVP 2003 - - - - - -
through October 2004 2002 - - - - - -
- ----------------------- ------ ---------- ----------- ------------- ------------ -------------- -------------

(a) Messrs Lonstein, Wallach, Letizia, and Laudati each voluntarily reduced
their salaries by 5% for the fourth quarter of 2003.
(b) Other Annual Compensation for Mr. Lalli is a draw against commission.
(c) Gain on the sale of shares received from options exercised.
(d) Bonus earned in 2002 and paid in 2003. Messrs. Lonstein and Wallach each
voluntarily waived their right to receive $50,000 of their bonus.
(e) Bonus earned in 2002, paid in April 2003.
(f) Includes $128,333 in severance and $11,797 in legal fees. Mr. Dolan
resigned October 2004.
(g) Includes $114,583 in severance and $11,797 in legal fees. Mr. Cortens
resigned October 2004.

The Named Executives may participate in certain group life, health, and other
non-cash benefit plans, which are generally available to all Company employees.
The Company also maintains a 401(k) Savings Plan (the "Plan") covering all
eligible employees who have attained the age of 21 years and worked at least
1,000 hours in a one-year period. The Company may make matching contributions at
the discretion of the Board of Directors. For the twelve-month periods ended
December 31, 2004, 2003, and 2002, the Company did not make any matching
contributions.

OPTION GRANT TABLE

The following table gives information concerning grants of options made to the
Named Executives during 2004:

OPTION GRANTS DURING THE LAST FISCAL YEAR
- ----------------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
- --------------------------------------------------------------------------------- AT ASSUMED ANNUAL RATES OF
NUMBER OF PERCENT OF STOCK PRICE APPRECIATION FOR
SECURITIES TOTAL OPTIONS OPTION TERM
UNDERLYING GRANTED TO ------------------------------
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION
GRANTED (#) FISCAL YEAR PRICE ($/SH) DATE 5% ($) 10% ($)
- ------------------- -------------- --------------- -------------- --------------- -------------- ---------------

Zach Lonstein 500,000 (a) 27.1% $12.035 8/22/14 $3,784,000 $9,590,000
Robert Wallach 350,000 (a) 19.0% $12.035 8/22/14 $2,649,000 $6,713,000
John M. Lalli 12,500 (b) 0.7% $17.380 12/28/14 $137,000 $346,000
Nicholas J.
Letizia 25,000 (c) 1.4% $13.205 06/14/14 $207,000 $526,000
" 40,000 (b) 2.2% $17.380 12/28/14 $437,000 $1,108,000
Thomas Laudati 10,000 (b) 0.5% $17.380 12/28/14 $109,000 $277,000
Patrick A. Dolan 200,000 (d) 10.8% $13.680 04/02/14 $1,721,000 $4,360,000
Jim Cortems 200,000 (d) 10.8% $13.680 04/02/14 $1,721,000 $4,360,000

(a) These options are non-qualified and became exercisable on the grant date.
(b) These options become exercisable as to one third of the shares on December
29, 2005, and as to one thirty-sixth of the shares each month thereafter
for 24 months.
(c) These options become exercisable as to one-third of the shares on June 15,
2005, and as to one thirty-sixth of the shares each month thereafter for 24
months.
(d) These options were exercisable on the grant date. Both Messrs. Dolan and
Cortens exercised their options early in 2005.

The Company did not award any stock appreciation rights or reprice any stock
options during the twelve months ended December 31, 2004.

AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES

The following table contains information concerning the stock options held by
the Named Executives during the year ended December 31, 2004. No stock
appreciation rights have been granted by the Company.

AGGREGATED OPTION EXERCISES DURING THE TWELVE MONTHS ENDED
DECEMBER 31, 2004 AND YEAR-END OPTION VALUES
- --------------------------------------------------------------------------------------------------------------------
Securities Received from Number of Securities Value of Unexercised
Exercise of Options during Underlying Unexercised In-the-Money Options at
the Twelve Months ended Options at December 31, December 31, 2004
December 31, 2004 2004 (#) ($) (1)
----------------------------- -------------------------- ----------------------------
Net Value
Name Number Received Un- Un-
of Shares ($)(2) Exercisable Exercisable Exercisable Exercisable
- -------------------- ---------- --------------- ----------- ----------- ------------- -----------

Zach Lonstein 1,021 (3) $287,000 656,691 3,609 $3,325,000 $35,000
Robert Wallach 127,000 $1,746,000 586,441 3,609 $3,451,000 $35,000
John M. Lalli - - 31,667 15,833 $312,000 $23,000
Nicholas J. Letizia 9,000 $100,000 34,050 75,000 $253,000 $154,000
Thomas Laudati 24,500 $283,000 16,491 23,609 $138,000 $103,000
Patrick A. Dolan - - 200,000 - $599,000 -
Jim Cortens - - 200,000 - $599,000 -

(1) The amounts shown represent the aggregate excess of the market value of
shares of common stock underlying in-the-money options at December 31, 2004
over the exercise price of those options.
(2) The amounts shown represent the aggregate excess of the market value of
shares of common stock underlying in-the-money options at the dates of
exercise over the exercise price of those options.
(3) This option for 25,000 shares was exercised through the surrender of 23,979
shares. The market price on the date of exercise approximated the exercise
amount of the option. The difference was paid in cash to the Company.

COMPENSATION OF DIRECTORS

Members of the Board of Directors who are not full-time employees of the Company
are granted non-qualified options to purchase 1,250 shares of the Company's
common stock for each meeting attended. Subject to approval by the Board of
Directors, members of the Audit Committee each receive an annual grant of a
non-qualified option to purchase 2,500 shares of the Company's common stock.
Employees of the Company who are also Directors, and Directors who were also
affiliates of the funds that invested in the Company, do not receive
compensation for their service as Directors.

Upon their initial election to the Board of Directors, Messrs. Waltman and Healy
each were granted a non-qualified option to purchase 25,000 shares of the
Company's common stock.

EMPLOYMENT AGREEMENTS WITH EXECUTIVE OFFICERS

Effective January 1, 2005, the Company entered into employment agreements with
Mr. Lonstein, the Company's Chairman and Chief Executive Officer; and Mr.
Wallach, the Company's Vice Chairman, President and Chief Operating Officer,
replacing prior agreements originally signed as of November 1, 1999. The
employment agreements each provide for, among other items: an initial annual
base salary of $455,815; increases at the greater of the Cost of Living Index or
as determined by the Compensation Committee of the Board of Directors; bonuses
at the discretion of, and related to the satisfaction of goals to be determined
by, the Board of Directors or the Compensation Committee; Company-paid medical,
life and other group benefits; and the use of a current model auto and
membership in a health club of the executive's choosing.

Mr. Lonstein's employment agreement provides for full-time employment for five
years, three years part-time employment at 75% of the base salary then in
effect, and two years of reduced part-time employment at 50% of the base salary
then in effect. Mr. Wallach's employment agreement provides for full-time
employment for two years, three years part-time employment at 75% of the base
salary then in effect, and two years of reduced part-time employment at 50% of
the base salary then in effect. During part-time periods, if they elect to
remain on the Board of Directors, they will remain as Chairman and
Vice-Chairman.

The employment agreements provide for lifetime pension benefits of $180,000
annually for Mr. Lonstein and $120,000 annually for Mr. Wallach, which will be
paid beginning with the commencement of each executive's reduced part-time
employment period. The Company will also continue to provide medical, life and
disability benefits for life to the executives and their spouses. The Company
will pay for a $2 million life insurance policy for Mr. Lonstein, and a $500,000
policy for Mr. Wallach. Each executive shall designate their beneficiaries.

The Company may elect to defer compensation in excess of amounts deductible for
Federal income tax purposes (currently $1,000,000), to the earlier of (1) a tax
year where the compensation will be deductible, (b) the first anniversary of the
termination of employment of the executive, or (c) the date on which the
executive must pay Federal income tax on the amount.

Mr. Lonstein's employment agreement provides that no stock option awards will be
granted through December 31, 2006, except in the sole discretion of the Board of
Directors, or a duly authorized committee of the Board. Mr. Wallach's agreement
provides that no stock option awards will be granted through December 31, 2006.
In August 2004, Messrs. Lonstein and Wallach were granted fully vested,
non-qualified options to acquire 500,000 and 350,000 shares, respectively, of
the Company's common stock at a price equal to the market price as of the date
of grant. The options were granted pursuant to the Company's 2002 Stock Option
and Stock Appreciation Rights Plan, as amended.

On January 21, 2005, Mr. Lonstein was awarded a fully vested, nonqualified
option to acquire 750,000 shares of the Company's common stock at $25.00 per
share.

As of October 1, 2004, Infocrossing Healthcare Services, Inc., a wholly-owned
subsidiary of the Company, entered into an employment agreement with Mr. Luebke
to become the subsidiary's President, and providing for (1) an annual salary of
$250,000 subject to at least an annual review by the subsidiary's Board of
Directors, (2) options issued under the Company's 2002 Stock Option and Stock
Appreciation Rights Plan to purchase 50,000 shares of the Company's common stock
at a price equal to the fair market value of such stock on the date of the
grant, (3) performance bonuses of up to $100,000 to be based on criteria set by
the subsidiary's Board of Directors and the Compensation Committee of the
Company's Board of Directors, and (4) other compensation as may be granted by
the subsidiary's Board of Directors in its sole discretion.

Mr. Luebke's employment agreement also provides for the payment of severance
equal to his then effective base salary for one year, and provides for
reductions of this severance in the event he gains employment elsewhere, or
receives disability payments during the severance period.

In connection with the acquisition of ITO by the Company on April 2, 2004, the
Company and Mr. Dolan entered into an employment agreement, cancelable by either
party at any time, and providing for (1) a salary of $280,000, which could be
increased annually by the Company's Board of Directors in their sole discretion;
a grant of a fully vested option to purchase 200,000 shares of the Company's
common stock at the fair market value of such stock on April 2, 2004; a current
model automobile; and reimbursement of costs relating to maintaining an
apartment in New Jersey. The agreement provided for Mr. Dolan to be named
President and Chief Operating Officer of the Company, required that Mr. Dolan be
named to the Company's Board of Directors; and provided for the possibility of
promotion to Chief Executive Officer after two years if certain revenue and
other targets are achieved. The agreement provided for a severance payment, upon
termination, equal to nine month's salary.

In connection with the acquisition of ITO by the Company on April 2, 2004, the
Company and Mr. Cortens entered into an employment agreement, cancelable by
either party at any time, and providing for (1) a salary of $250,000, which
could be increased annually by the Company's Board of Directors in their sole
discretion; a grant of a fully vested option to purchase 200,000 shares of the
Company's common stock at the fair market value of such stock on April 2, 2004;
and a current model automobile. The agreement provided for Mr. Cortens to be
named Executive Vice President of the Company. The agreement provided for a
severance payment, upon termination, equal to nine month's salary.

On October 15, 2004 each of Messrs. Dolan and Cortens agreed to end their
employment with the Company, and each resigned his various positions on November
3, 2005. Their resignations were submitted on November 3, 2004 effective as of
October 15, 2004. Pursuant to Settlement and Release Agreements with Messrs
Dolan and Cortens, the Company is paying severance over nine months. Mr. Dolan
will receive $210,000, of which $128,333 had been paid by December 31, 2004. Mr.
Cortens will receive $187,500, of which $114,583 had been paid by December 31,
2004.

Mr. Lalli was employed in May 2002 pursuant to a letter agreement with an
initial term of one year. Unless terminated, the agreement provides that after
the initial term, Mr. Lalli's employment will continue on an "at-will" basis.
The agreement provides for a salary of $90,000 per year: a 3% commission on new
contracts generated through his efforts; a $10,000 minimum draw against
commissions earned, if any; and a recommendation to the Board of Directors to
issue him options to purchase 30,000 shares of the Company's common stock at the
fair market value on the date of the grant. Such options were issued in June
2002.

REPORT ON EXECUTIVE COMPENSATION

The Options and Compensation Committee of the Board of Directors administers the
compensation of the executive officers of the Company. The following report is
submitted by the Committee regarding compensation for the Company's executive
officers during 2004.

The Company's compensation policies are designed to attract, motivate, and
retain superior talent to enable the Company to achieve its business objectives
and to align the financial interest of the executive officers with the
stockholders of the Company. The Company's overall compensation philosophy is to
reinforce strategic objectives through the use of incentive compensation
programs; align executive compensation structures with shareholder objectives to
ensure a mutuality of interest in strategic decisions; and encourage significant
ownership of stock in the Company to strengthen the mutuality of interest
between executive officers and shareholders.

The compensation of executive officers consists of base compensation,
participation in benefit plans generally available to employees, and in some
instances, bonuses and/or options. In setting compensation, the Committee
strives to maintain base compensation for the Company's executive officers at
levels which the Committee, based on its experience, believes are competitive
with the compensation of comparable executive officers in similarly situated
companies while relying on stock options and bonuses to provide significant
performance incentives. The Committee did not award any bonuses to the Company's
executive officers for 2004.

The base compensation of Messrs. Lonstein, Wallach, Lalli, Luebke, Dolan, and
Cortens were established by the employment agreements between the Company and
each of them. No other executive officers have employment agreements with the
Company. The employment agreements with Messrs. Lonstein and Wallach in effect
during 2004 provided for annual increases of base compensation of at least five
percent (5%) effective on November 1 of each year. Messrs. Lonstein and Wallach
voluntarily waived such increases that would have been effective as of November
1, 2002 on a permanent basis. They also waived the increases that would have
been effective November 1, 2003 through the period ended October 31, 2004. A new
employment agreement with each of Messrs. Lonstein and Wallach became effective
on January 1, 2005.

Although the Company has paid bonuses to executive officers historically, no
bonuses were awarded to executive officers for 2003 and 2004. The Committee may
determine in the future to begin awarding bonuses to executive officers. With
respect to determining bonuses in prior years, the Committee has relied
significantly on the recommendation of the Chief Executive Officer with respect
to any bonuses to be awarded to the other executive officers. The executive
officers, as well as other key employees, may receive discretionary bonuses
based on a subjective evaluation of the performance of the Company and their
contributions to the Company. The employment agreements with each of the
executive officers provide for bonuses to be earned upon the achievement of
criteria established by the Committee, however, the Committee may adjust any
bonus if the Committee in good faith deems it necessary in view of the Company's
overall financial condition, or in one instance, the overall financial condition
of a subsidiary of the Company. The agreements with Messrs. Lonstein and Wallach
each provide for a target bonus equal to 100% of base salary. In addition, in
the case of Messrs. Lonstein and Wallach, the Company may defer any bonus
payment of that portion, if any, of the bonus which is not deductible by the
Company because of Internal Revenue Code of 1986, as amended (the "Code").

The Committee periodically examines market compensation levels and trends for
similar positions in comparable public companies. The Committee has determined,
however, that since the Company's business is an emerging market and the Company
itself was a turnaround situation, there are no reasonable comparables to
benchmark compensation of the Named Executive Officers.

Periodically, the Committee awards executive officers and certain other
employees stock options under the Company's stock option plan in effect at the
time of award. In determining the number of shares underlying options to be
granted to each executive officer, the Committee reviews the recommendations
provided by the Chief Executive Officer with respect to the executive officers
other than the Chief Executive Officer and makes a subjective determination
regarding those recommendations. All of the Named Executive Officers received
stock option grants during 2004. Total shares underlying the options granted
during 2004 to the Named Executive Officers were 1,337,500. Messrs. Lonstein and
Wallach each received options to purchase 500,000 and 350,000 shares,
respectively, during 2004. The Committee retained compensation consultants to
assist the Committee in structuring new employment and compensation agreements
with the Chief Executive Officer and the Chief Operating Officer.

In January 2005, the Committee awarded an option to Mr. Lonstein to purchase
750,000 shares $25.00 per share. The average of the high and low prices for one
share of the Company's common stock on the date of the grant was $16.995. The
award was made pursuant to the Company's 2002 Stock Option and Stock
Appreciation Rights Plan, as amended. The purpose of the grant was to mitigate
the financial impact on Mr. Lonstein for having provided options at $25.00 per
share on 750,000 shares of the Company's common stock owned by him to those
purchasers (including their successors and assigns) under a certain Securities
Purchase Agreement dated as of April 7, 2000 between the Company and such
purchasers.

Generally, the Company will pay compensation to executive officers qualifying
for a tax deduction pursuant to Section 162(m) of the Code. In certain
instances, however, stock options awarded to executive officers may be Incentive
Stock Options as defined in Section 422 of the Code and will not give rise to a
tax deduction if the recipient adheres to the requirements of Section 422.

Based on the individual experience of its members, the Options and Compensation
Committee believes the compensation for each Named Executive Officer for 2004
was reasonable based on each executive officer's experience, level of
responsibility, and the contributions made and expected to be made by each to
the Company. See "Employment Agreements" for a description of the employment
agreements between the Company and each of Messrs. Lonstein, Wallach, Luebke,
Dolan, and Cortens and the settlements with Messrs. Dolan and Cortens.

Options and Compensation Committee

Kathleen A. Perone (Chairperson)
Howard L. Waltman
Michael B. Targoff

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

On October 21, 2003, the Company sold 9,739,111 shares of common stock and five
year warrants to purchase 3,408,689 shares of common stock for a net aggregate
amount of approximately $69,942,000. The warrants have an exercise price of
$7.86 per share and expire in October 2008. The private stock offering was made
only to accredited investors in a transaction exempt from the registration
requirements of the Securities Act of 1933. The net proceeds of the private
stock offering were principally used to fund the redemption of preferred stock
and warrants outstanding, the repayment of Debentures discussed below, and to
pay related fees and expenses. The remainder of the proceeds was used for
working capital purposes. On February 12, 2004, a Registration Statement on Form
S-3, filed by the Company on behalf of the private stock offering investors as
selling shareholders, was declared effective. The Company will not receive any
proceeds from any sales of stock under this registration statement.

On February 1, 2002, the Company issued $10,000,000 of Senior Subordinated
Debentures (the "Debentures") and warrants to purchase, initially, 2,000,000
shares of the common stock of the Company (the "Camden Warrants") (subject to
adjustments as discussed below) to various funds controlled by the Camden
Entities. The Company had the option to pay interest in the form of (a) cash,
(b) additional Debentures, or (c) a combination of cash and additional
Debentures. The Company chose to make the interest payments due July 31, 2002,
January 31, 2003, and July 31, 2003 using an aggregate of $1,910,160 of
additional Debentures. The exercise price of the Camden Warrants is $5.86 per
share and they expire on January 31, 2007. Camden Warrants could be cancelled,
in part, upon the prepayment of the Debentures. On October 21, 2003, the Company
repaid the all the Debentures and interest accrued through that date in the
amount of $12,227,000, and also cancelled 937,500 of the Camden Warrants.

On June 30, 2004, the Company completed a private offering of $60 million
aggregate principal amount of 4.0% Convertible Senior Notes due July 15, 2024
(the "Notes"). Approximately $40 million of the net proceeds from this offering
were used to repay outstanding term loans. The remaining balance was used to
fund acquisitions and for general corporate purposes. On July 6, 2004, the
initial purchaser exercised its option in full to purchase an additional $12
million of the Notes. Net proceeds to the Company after discount and fees were
approximately $69 million. Interest on the Notes is payable semi-annually in
arrears beginning on January 15, 2005.

The initial purchaser of the Notes described above, Lehman Brothers, Inc.
("Lehman"), received a discount of $2,520,000, representing 3.5% of the
$72,000,000 principal amount of the securities. An affiliate of the initial
purchaser, LBI Group, Inc. ("LBI"), who had participated in the October 2003
stock offering described above and was the beneficial owner of 2.5% of the
Company's common stock prior to the offering, acquired Notes as part of the
offering. Following the completion of the offering, LBI beneficially owned 5.8%
and Lehman beneficially owned 4.7% of the Company's outstanding common stock.
Both LBI and Lehman share the same common parent. In September 2004, Lehman sold
$4,000,000 in Notes to an investor. At April 29, 2005, assuming the conversion
of their Notes into shares, LBI beneficially owned 5.4% and Lehman beneficially
owned 3.1% of the Company's outstanding common stock. The Notes were not
convertible as of April 29, 2005 since certain conditions precedent to
conversion had not been satisfied.

As of December 31, 2004, Mr. Lonstein was indebted to the Company in the amount
of $93,931. This indebtedness is payable on demand and bears interest at the
prime rate of interest plus 1% per annum.

As of December 31, 2004, Mr. Wallach was indebted to the Company in the amount
of $103,484. This indebtedness is payable on demand and bears interest at the
prime rate.

As of December 31, 2004, Mr. Laudati is indebted to the Company in the amount of
$40,359. This indebtedness is payable on demand and bears interest at the prime
rate.In accordance with the Sarbanes-Oxley Act of 2002, no further advances are
being made to the Company's officers, other than accrued interest on outstanding
balances.

CODE OF ETHICS

The Company has adopted a code of ethics that applies to the Company's principal
executive officer, principal financial officer, principal accounting officer or
controller, and persons performing similar functions. A copy of the code of
ethics was filed as Exhibit 14 to the Company's Annual Report on Form 10-K for
December 31, 2004. The Company has posted the code of ethics on its website at
www.infocrossing.com/ir_co_e.cfm. In addition, a copy of the code of ethics may
be obtained by writing to Infocrossing, Inc., attention: Corporate Secretary, 2
Christie Heights Street, Leonia, NJ 07605.

STOCK PERFORMANCE GRAPH

The accompanying graph compares cumulative total stockholder return on the
Company's common stock with the Nasdaq Domestic Stock Index and the Nasdaq
Computer and Data Processing Services Index (SIC Code 737). The graph assumes
that $100 was invested in the Company's common stock and each index on December
31, 1999.

[GRAPHIC REPLACED WITH CHART BELOW]

STOCKHOLDER RETURN
AS OF DECEMBER 31,
--------------------------------------------------
1999 2000 2001 2002 2003 2004

Company Common Stock $100 $24 $24 $25 $48 $67

NASDAQ Domestic Index 100 60 48 33 49 54

NASDAQ Computer and
Data Processing
Services Index 100 46 37 26 34 37

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the executive
officers and Directors of the Company, and persons who beneficially own more
than ten percent of the Company's Common Stock, to file reports of ownership of
Company securities and changes of ownership with the Securities and Exchange
Commission. Copies of those reports must also be furnished to the Company.

Based solely on a review of the copies of reports furnished to the Company, the
Company believes that during the twelve months ended December 31, 2004, persons
beneficially owning more than ten percent of the Company's Common Stock complied
with all applicable Section 16(a) filing requirements on a timely basis. Based
solely on a review of the copies of reports furnished to the Company and the
results of its review to date, the Company currently believes that the following
reports on Form 4 by Executive Officers and Directors were not timely filed
during the twelve months ended December 31, 2004: for Ms. Perone, seven reports;
for Mr. DaPuzzo, six reports; for Messrs. Targoff and Waltman, five reports
each; for Mr. Laudati, three reports; for Messrs. McHale and Letizia, two
reports each; and for Messrs. Wilczak, Lazarewicz, Lalli, and Healy, one report
each. .

INFORMATION CONCERNING INDEPENDENT AUDITORS

FEES BILLED BY ERNST & YOUNG, LLP, THE COMPANY'S INDEPENDENT AUDITORS

FOR THE YEARS ENDED DECEMBER 31,
----------------------------------
2004 2003
----------------- -------------
AUDIT FEES $ 1,190,502 $ 420,700
AUDIT-RELATED FEES - FOR DUE DILIGENCE
RELATING TO ACQUISITIONS IN 2004
AND A SAS-70 AUDIT IN 2003 81,300 35,000
TAX FEES - FOR CORPORATE RETURN
PREPARATION AND TAX AUDIT SUPPORT 86,775 101,945
------------- -------------
$ 1,358,577 $ 557,645
============= =============

The Audit Committee has adopted a policy that requires advance approval of all
audit, audit-related, tax services, and other services performed by the
independent auditor. Unless the specific service has been previously approved
with respect to that year, the Audit Committee must approve the permitted
service before the independent auditor is engaged to perform it.

REPRESENTATION AT THE MEETING

A representative of Ernst & Young, LLP is expected to be present at the Meeting.
Such representative will have an opportunity to make a statement, if he or she
desires to do so, and will be available to respond to appropriate questions.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the Company's financial reporting process on behalf
of the Board of Directors. The Audit Committee has a charter which is updated
periodically. The current charter is filed as Appendix A to this Proxy
Statement.

The Company's management has the primary responsibility for the financial
statements, for maintaining effective internal control over financial reporting,
and for assessing the effectiveness of internal control over financial
reporting. In fulfilling its oversight responsibilities, the Committee reviewed
and discussed the audited consolidated financial statements in the Company's
Annual Report on Form 10-K for the year ended December 31, 2004 with management,
including a discussion of the quality, not just the acceptability, of the
accounting principles; the reasonableness of significant judgments; and the
clarity of disclosures in the financial statements.

The Committee reviewed with the independent registered public accounting firm,
which is responsible for expressing an opinion on the conformity of those
audited consolidated financial statements with U.S. generally accepted
accounting principles, such firm's judgments as to the quality, not just the
acceptability, of the Company's accounting principles and such other matters as
are required to be discussed with the Committee by Statement on Auditing
Standards No. 61 (as amended), other standards of the Public Company Accounting
Oversight Board (United States), rules of the Securities and Exchange
Commission, and other applicable regulations. In addition, the Committee
discussed with the independent registered public accounting firm such firm's
independence from management and the Company. The Committee reviewed the matters
in the letter from the independent registered public accounting firm required by
Independence Standards Board Standard No. 1.

In assessing the independence of the independent registered public accounting
firm, the Committee considered the compatibility of non-audit services with the
independent registered public accounting firm's independence. The Committee
requires that all services of the independent registered public accounting firm
be pre-approved by the Audit Committee. The Committee considered whether the
provision of non-audit services to the Company and the audit and non-audit fees
paid to the independent registered public accounting firm are compatible with
maintaining independence. On the basis of its review, the Committee determined
that the independent registered public accounting firm has the requisite
independence.

The Committee reviewed management's report on its assessment of the
effectiveness of the Company's internal control over financial reporting and the
independent registered public accounting firm's report on management's
assessment and the effectiveness of the Company's internal control over
financial reporting.

The Committee discussed with the Company's management and independent registered
public accounting firm the overall scope and plans for the audit. The Committee
meets with the independent registered public accounting firm, with and without
management present, to discuss the results of their examination; their
evaluations of the Company's internal control, including internal control over
financial reporting; and the overall quality of the Company's financial
reporting. The Committee held one meeting during the year ended December 31,
2004 and took three actions by written consent.

In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors that the audited consolidated financial
statements and management's assessment of the effectiveness of the Company's
internal control over financial reporting be included in the Annual Report on
Form 10-K for 2004.

Audit Committee

Jeremiah M. Healy, Chairman
Peter J. DaPuzzo
Kathleen A. Perone

PROPOSAL II - APPROVAL OF THE PROPOSAL TO ADOPT THE
COMPANY'S 2005 STOCK PLAN

Effective as of April 28, 2005, subject to stockholder approval, the Board of
Directors of the Company adopted the Infocrossing, Inc. 2005 Stock Plan (the
"Plan"). The Company has reserved 1,000,000 of the authorized shares of Common
Stock for issuance under the Plan. Unless terminated earlier, the Plan will
terminate on the tenth anniversary of the day immediately preceding the date on
which the Plan is approved by the stockholders.

PLAN ADMINISTRATION; ELIGIBILITY. The Plan is administered by a committee (the
"Committee") consisting of at least three Directors provided, however, that the
composition of such committee shall comply with applicable rules of the
Securities and Exchange Commission, as may be amended from time to time, and
applicable listing requirements, as may be amended from time to time.

The Committee has full power to select from among the persons eligible for
awards, the individuals to whom awards will be granted, to make any combination
of awards to participants and to determine the specific terms of each award,
subject to the provisions of the Plan. Persons eligible to participate in the
Plan generally will be those officers, employees and Directors of the Company
and consultants to the Company who are responsible for or contribute to the
management, growth or profitability of the Company, as selected from time to
time by the Committee.

STOCK OPTIONS GRANTED TO EMPLOYEES. The Plan permits the granting of both
incentive stock options ("Incentive Options") and non-qualified stock options
("Non-Qualified Options") to Company employees. The exercise price of each
option shall be determined by the Committee but shall not be less than 100% of
the fair market value for the shares on the date of grant.

The term of each option shall be fixed by the Committee and may not exceed 10
years from the date of grant. The Committee shall determine at what time or
times each option may be exercised and, subject to the provisions of the Plan,
the period of time, if any, after death, disability or termination of employment
during which options may be exercised. Options may also be made exercisable in
installments.

Upon exercise of options, the option exercise price must be paid in full either
(i) in cash (ii) with the approval of the Committee (which may be withheld in
its sole discretion) by the surrender of shares of the Company's common stock
then owned by the grantee, (iii) from the proceeds of a loan from an independent
broker-dealer whereby the loan is secured by the option or the stock to be
received upon exercise, or (iv) in any combination of the foregoing, and with
the approval of the Committee (which may be withheld in its sole discretion) may
be affected wholly or in part by monies borrowed from the Company pursuant to
repayment terms and conditions as shall be determined from time to time by the
Committee, in its discretion, separately with respect to each exercise of an
Incentive Option and each grantee; PROVIDED, that each such method and time for
payment and each such borrowing and terms and conditions of repayment shall then
be permitted by and be in compliance with applicable law.

To qualify as Incentive Options, options must meet additional federal tax
requirements, as may be amended from time to time, including limits on the value
of shares subject to Incentive Options which first become exercisable in any one
year, and a shorter term and higher minimum exercise price in the case of
certain large stockholders.

STOCK OPTIONS GRANTED TO NON-EMPLOYEE DIRECTORS AND CONSULTANTS. The Plan
permits the granting of Non-Qualified Options to non-employee officers and
Directors of the Company and to consultants to the Company. The exercise price
of such Non-Qualified Options shall be determined by the Committee and shall not
be less than 100% of the fair market value of the Common Stock on the date of
grant.

Upon exercise of options, the option exercise price must be paid in full either
(i) in cash (ii) with the approval of the Committee (which may be withheld in
its sole discretion), by the surrender of shares of the Company's common stock
then owned by the grantee, (iii) from the proceeds of a loan from an independent
broker-dealer whereby the loan is secured by the option or the stock to be
received upon exercise, or (iv) by any combination of the FOREGOING and with the
approval of the Committee (which may be withheld in its sole discretion) may be
affected wholly or in part by monies borrowed from the Company pursuant to
repayment terms and conditions as shall be determined from time to time by the
Committee, in its discretion, separately with respect to each exercise of an
Incentive Option and each grantee; PROVIDED, that each such method and time for
payment and each such borrowing and terms and conditions of repayment shall then
be permitted by and be in compliance with applicable law.

STOCK APPRECIATION RIGHTS. At the discretion of the Committee, options granted
under the Plan to officers, employees, Directors or consultants may include
stock appreciation rights. The exercise price of each stock appreciation right
shall be determined by the Committee but shall not be less than 100% of the fair
market value for the underlying shares on the date of grant. Such stock
appreciation rights are only exercisable with their related stock options. Upon
exercise of a stock appreciation right a grantee shall be entitled to receive in
stock the difference between the current fair market value of common stock and
the original exercise price of the underlying stock option. Stock appreciation
rights not exercised with the exercise of the underlying option, will
automatically terminate.

RESTRICTED STOCK AND UNRESTRICTED STOCK. The Committee may also award shares of
Common Stock subject to such conditions and restrictions as the Committee may
determine ("Restricted Stock"). The purchase price, if any, of shares of
Restricted Stock shall be determined by the Committee.

Recipients of Restricted Stock must enter into a Restricted Stock award
agreement with the Company, in such form as the Committee determines, setting
forth the restrictions to which the shares are subject and the date on which the
restrictions will lapse and the shares become vested. The Committee may at any
time waive such restrictions or accelerate such dates. If a participant who
holds shares of Restricted Stock terminates the relationship with the Company
for any reason (including death) prior to the vesting of such Restricted Stock,
the Company shall have the right to require the forfeiture of such Restricted
Stock in exchange for the amount, if any, which the participant paid for them.
Prior to the vesting of Restricted Stock, the participant will have all rights
of a stockholder with respect to the shares, including voting and dividend
rights, subject only to the conditions and restrictions set forth in the Plan or
in the Restricted Stock award agreement.

The Committee may also grant shares (at no cost or for a purchase price
determined by the Committee) which are free from any restrictions under the Plan
("Unrestricted Stock"). Unrestricted Stock may be issued in recognition of past
services or other valid consideration.

ADJUSTMENTS FOR STOCK DIVIDENDS, MERGERS, ETC. The Committee shall make
appropriate adjustments in connection with outstanding awards to reflect stock
dividends, stock splits and similar events. In the event of a merger,
liquidation or similar event, the Committee in its discretion may provide for
substitution or adjustments.

TAX CONSEQUENCES. The Company believes that the federal income tax consequences
of the Incentive Options are as follows. There are no tax consequences to the
grantee or the Company at the time of grant of an option or stock appreciation
right. An optionee who exercises a non-qualified option will recognize
compensation taxable as ordinary income (subject to withholding) in an amount
equal to the difference between the option price and the fair market value of
the shares on the date of exercise and the Company will be entitled to a
deduction from income in the same amount. The optionee's basis in such shares
will be increased by the amount taxable as compensation, and his capital gain or
loss when he disposes of the shares will be calculated using such increased
basis.

If all applicable requirements of the federal tax law or regulations, as may be
amended from time to time, with respect to Incentive Options are met, no income
to the optionee will be recognized and no deduction will be allowable to the
Company at the time of the grant or exercise of an Incentive Option. The excess
of the fair market value of the shares at the time of exercise of an Incentive
Option over the amount paid is an item of tax preference which may be subject to
the alternative minimum tax. In general, if an incentive stock option is
exercised three months or more after termination of employment, the optionee
will recognize ordinary income in an amount equal to the difference between the
option price and the fair market value of the shares on the date of exercise and
the Company will be entitled to a deduction in the same amount. If the shares
acquired subject to the option are sold within one year of the date of exercise
or two years from the date of grant, the optionee will recognize ordinary income
in an amount equal to the difference between the option price and the lesser of
the fair market value of the shares on the date of exercise or the sale price
and the Company will be entitled to a deduction from income in the same amount.
Any excess of the sale price over the market value on the date of exercise will
be taxed as a capital gain.

Stock appreciation rights will be treated as ordinary income, subject to
withholding, to a grantee at the time of exercise in an amount equal to the
difference between the option price and the fair market value of the shares on
the date of exercise. The Company will be entitled to a deduction of an
equivalent amount.

Shares of the Company which are not subject to restrictions and possibility of
forfeiture and which are awarded to an employee under the Incentive Stock Plan
will be treated as ordinary income, subject to withholding, to a grantee at the
time of the transfer of the shares and the value of such awards will be
deductible by the Company at the same time in the same amount. Shares granted
subject to restrictions and possibility of forfeiture will not be subject to tax
nor will such grant result in a tax deduction for the Company at the time of
award. However, when such shares become free of restrictions and possibility of
forfeiture, the fair market value of such shares at that time (i) will be
treated as ordinary income to the employee and (ii) will be deductible by the
Company.

The tax treatment upon disposition of shares acquired under the Plan will depend
upon how long the shares have been held and on whether or not the shares were
acquired by exercising an Incentive Option. There are no tax consequences to the
Company upon a participant's disposition of shares acquired under the Plan,
except that the Company may take a deduction equal to the amount the participant
must recognize as ordinary income in the case of the disposition of shares
acquired under Incentive Options before the applicable holding period has been
satisfied.

AMENDMENTS AND TERMINATION. The Board of Directors may at any time amend or
discontinue the Plan. Moreover, no such amendment, unless approved by the
stockholders of the Company, as may be required under (i) applicable rules of
the Securities and Exchange Commission, as may be amended from time to time, or
(ii) if the Stock is listed on a national securities exchange or the Nasdaq
system, with applicable listing requirements, as may be amended from time to
time, or (iii) with respect to Incentive Stock Options, as required under
applicable federal tax law or regulations, as may be amended from time to time,

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE ADOPTION
OF THE 2005 STOCK PLAN.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table presents information, as of December 31, 2004, regarding
securities authorized for issuance under the Company's 1992 Stock Option and
Stock Appreciation Rights Plan and the Company's 2002 Stock Option and Stock
Appreciation Rights Plan.

------------------------- -------------------------- --------------------------
NUMBER OF SECURITIES TO WEIGHTED AVERAGE NUMBER OF SECURITIES
BE ISSUED UPON EXERCISE EXERCISE PRICE OF REMAINING AVAILABLE FOR
OF OUTSTANDING OPTIONS OUTSTANDING OPTIONS FUTURE ISSUANCE
------------------------- -------------------------- --------------------------

Two qualified Stock Option Plans -
previously approved by stockholders (1) 3,012,605 $12.10 903,794 (2)(3)

(1) Includes the Company's 1992 Stock Option and Stock Appreciation Rights Plan
and the Company's 2002 Stock Option and Stock Appreciation Rights Plan. The 1992
Stock Option and Stock Appreciation Rights Plan was approved by the stockholders
of the Company in September 1992. No further grants may be made under the 1992
Stock Option and Stock Appreciation Rights Plan. The 2002 Stock Option and Stock
Appreciation Rights Plan was approved by the stockholders of the Company in June
2002. If the 2005 Plan is adopted by the stockholders, no further grants will be
made under the 2002 Plan.

(2) The above table does not reflect the 1,000,000 additional shares that will
be issuable if the adoption of the 2005 Stock Plan is approved by the
stockholders pursuant to Proposal II above.

(3) On January 21, 2005, Mr. Lonstein was awarded a fully vested, nonqualified
option to acquire 750,000 shares of the Company's common stock at $25.00 per
share. The average of the high and low prices for one share of the Company's
common stock on the date of the grant was $16.995. The award was made pursuant
to the 2002 Plan.

At December 31, 2004, we have reserved 3,055,095 common shares for issuance upon
exercise of the following warrants: (i) 1,062,500 shares exercisable at $5.86
per share expiring January 31, 2007; (ii) 65,000 shares exercisable at $18.00
per share expiring September 16, 2010; (iii) 50,000 shares exercisable at $15.00
per share expiring January 13, 2009; and (iv) 1,877,595 shares exercisable at
$7.86 per share expiring October 20, 2008.

STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING

In order for a stockholder proposal to be considered for inclusion in the
Company's Proxy Materials for the 2006 Annual Meeting, it must be received by
the Company's Secretary at 2 Christie Heights Street, Leonia, NJ 07605, no later
than January 17, 2006.

OTHER BUSINESS

The Board of Directors knows of no other business to be acted upon at the
Meeting other than the matters described in this Proxy Statement. If other
business is properly presented for consideration at the Meeting, or any
adjournment thereof, the enclosed Proxy shall be deemed to confer discretionary
authority on the persons named therein to vote the shares represented by such
Proxy as to such other business.

The Board of Directors would appreciate the prompt return of the enclosed Proxy,
signed and dated.

ANNUAL REPORT

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2004 WILL BE PROVIDED WITHOUT CHARGE UPON WRITTEN REQUEST TO THE
SECRETARY OF THE COMPANY AT 2 CHRISTIE HEIGHTS STREET, LEONIA, NJ 07605.

APPENDIX A

AUDIT COMMITTEE CHARTER OF
INFOCROSSING, INC.

The Board of Directors of Infocrossing, Inc. (the "Company") has adopted
this Charter to govern the operations of the Audit Committee (the "Committee")
of the Company's Board of Directors. The Committee shall review and reassess the
Charter at least annually. It shall report the findings of such review and
reassessment to the Company's Board of Directors at least annually. At such
time, the Board of Director's will determine if any modifications to this
Charter are required.

ORGANIZATION OF THE AUDIT COMMITTEE

The Committee shall be appointed by the Board of Directors and shall
comprise at least three Directors, each of whom is independent of management and
the Company. Members of the Committee shall be considered independent if they
have no relationship that may interfere with the exercise of their independence
from management and the Company and otherwise meet the independence requirements
of applicable SEC and Nasdaq rules. All Committee members shall be financially
literate, and at least one member shall have accounting or related financial
management expertise. The Company's Board of Directors shall appoint one of the
members as Chairperson of the Committee.

STATEMENT OF POLICY

The Audit Committee shall provide assistance to the Board of Directors in
fulfilling their oversight responsibility to the stockholders, potential
stockholders, the investment community, and others relating to the Company's
financial statements and financial reporting process; the systems of internal
accounting and financial controls; the annual independent audit of the Company's
financial statements; and the legal compliance and ethics programs as
established by management and the Board. In so doing, it is the responsibility
of the Committee to maintain free and open communication between the Committee,
independent registered public accountants, and management of the Company. In
discharging its oversight role, the Committee is empowered to investigate any
matter brought to its attention with full access to all books, records,
facilities, and personnel of the Company and the power to retain outside
counsel, or other experts for this purpose.

RESPONSIBILITIES AND PROCESSES

The primary responsibility of the Committee is to oversee the Company's
accounting and financial reporting processes and audits of the Company's
financial statements on behalf of the Board and report the results of their
activities to the Board. Management is responsible for preparing the Company's
financial statements, and the independent registered public accountants are
responsible for auditing those financial statements. The Committee, in
discharging its responsibilities, believes its policies and procedures should
remain flexible, in order to best react to changing conditions and
circumstances. The Committee should take the appropriate actions to set overall
corporate policies for quality financial reporting, sound business risk
practices, and ethical behavior.

The following shall be the principal recurring processes of the Audit
Committee in carrying out its oversight responsibilities. The processes are set
forth as a guide with the understanding that the Committee may supplement them
as appropriate.

o The Committee shall be directly responsible for the appointment,
compensation, retention, and oversight of the work of the independent
registered public accountants (including resolution of disagreements
between management and the auditor regarding financial reporting and
internal control-related matters) for the purpose of preparing or issuing
an audit report or performing other audit, review, or attest services for
the Company, and the independent registered public accountants must report
directly to the Committee

A - 1

o At least annually, the Committee shall obtain and review a report by the
independent registered public accountants describing: (i) the independent
registered public accountants' internal quality control procedures; (ii)
any material issues raised by the most recent internal quality control
review, or peer review, of the independent registered public accountants ,
or by any inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one or more
independent audits carried out by the independent registered public
accountants , and any steps taken to deal with any such issues; and (iii)
all relationships between the independent registered public accountants and
the Company (to assess the auditors' independence, consistent with
Independence Standards Board Standard 1, as amended).

o After reviewing the foregoing report and the independent registered public
accountants' work throughout the year, the Committee shall evaluate the
auditors' qualifications, performance and independence. Such evaluation
should include the review and evaluation of the lead audit partner and take
into account the opinions of management and the Company's personnel
responsible for the internal audit function, if any.

o The Committee shall determine that the independent registered public
accountants have a process in place to address the rotation of the lead
audit partner and other audit partners serving the account as required
under applicable SEC rules.

o The Committee shall have a clear understanding with management and the
independent registered public accountants that the independent registered
public accountants are ultimately accountable to the Committee and the
Board, as representatives of the Company's stockholders.

o The Committee shall have the ultimate authority and responsibility to
appoint, establish the compensation for, evaluate and, where appropriate,
replace the independent registered public accountants, and the independent
registered public accountants shall report directly to the Committee.

o The Committee shall review and approve the independent registered public
accountants' compensation and proposed terms of their engagement.

o The Committee shall pre-approve all audit and permitted non-audit services
provided to the Company by the independent registered public accountants.
The Committee may delegate to one or more of its members, to the extent
permitted by applicable SEC and Nasdaq rules, the authority to grant
pre-approvals required hereunder. The decisions of any member to whom
authority is delegated to grant pre-approvals shall be presented to the
full Committee at its next scheduled meeting.

o The Committee shall discuss with the independent registered public
accountants the overall scope and plans for their audit, including the
adequacy of staffing and budget or compensation.

o The Committee shall review with the independent registered public
accountants any audit problems or difficulties encountered during the
course of the audit work, including any restrictions on the scope of the
independent registered public accountants' activities or access to
requested information, and management's response. The Committee shall
review any accounting adjustments that were noted or proposed by the
auditors but were "passed" (as immaterial or otherwise); any communications
between the audit team and the audit firm's national office respecting
auditing or accounting issues or internal control-related issues presented
by the engagement; and any "management" or "internal control" letter
issued, or proposed to be issued, by the independent registered public
accountants to the Company that is in addition to their audit report on the
effectiveness of internal control over financial reporting.

o The Committee shall review the quarterly financial statements, including
Management's Discussion and Analysis of Financial Condition and Results of
Operations, with management and the independent registered public
accountants prior to the filing of the Company's Quarterly Report on Form
10-Q. Also, the Committee shall discuss the results of the quarterly review
and any other matters required to be communicated to the Committee by the
independent registered public accountants under the standards of the Public
Company Accounting Oversight Board (PCAOB) (United States).

A - 2

o The Committee shall review with management and the independent registered
public accountants the annual audited financial statements, including
Management's Discussion and Analysis of Financial Condition and Results of
Operations, to be included in the Company's Annual Report on Form 10-K (or
the annual report to stockholders if distributed prior to the filing of
Form 10-K). Also, the Committee shall discuss the results of the annual
audit and any other matters required to be communicated to the Committee by
the independent registered public accountants under the standards of the
PCAOB (United States).

o The Committee's review of the financial statements shall include: (i) major
issues regarding accounting principles and financial statement
presentations, including any significant changes in the Company's selection
or application of accounting principles, and major issues as to the
adequacy of the Company's internal control over financial reporting and any
specific remedial actions adopted in light of significant deficiencies or
material weaknesses; (ii) discussions with management and the independent
registered public accountants regarding significant financial reporting
issues and judgments made in connection with the preparation of the
financial statements and the reasonableness of those judgments, including
analyses of the effects of alternative GAAP methods of the financial
statements; (iii) consideration of the effect of regulatory and accounting
initiatives, as well as off-balance sheet structures, on the financial
statements; (iv) consideration of the judgment of both management and the
independent registered public accountants about the quality, not just the
acceptability of accounting principles, and (v) the clarity of the
disclosures in the financial statements.

o The Committee shall receive and review a report from the independent
registered public accountants, prior to the filing of the Company's Annual
Report on Form 10-K (or the annual report to shareholders if distributed
prior to the filing of Form 10-K), on all critical accounting policies and
practices of the Company; all material alternative treatments of financial
information within generally accepted accounting principles that have been
discussed with management, including the ramifications of the use of such
alternative treatments and disclosures and the treatment preferred by the
independent registered public accountants; and other material written
communications between the independent registered public accountants and
management.

o The Committee shall review and approve all related party transactions
required to be disclosed pursuant to SEC Regulation S-K, Item 404, and
discuss with management the business rationale for the transactions and
whether appropriate disclosures have been made.

o The Committee shall review management's report on its assessment of the
effectiveness of internal control over financial reporting as of the end of
each fiscal year and the independent registered public accountants' report
on (1) management's assessment and (2) the effectiveness of internal
control over financial reporting.

o The Committee shall discuss with management, the internal auditors, if any,
and the independent registered public accountants management's process for
assessing the effectiveness of internal control over financial reporting
under Section 404 of the Sarbanes-Oxley Act, including any significant
deficiencies or material weaknesses identified.

o The Committee shall discuss with the independent registered public
accountants the characterization of deficiencies in internal control over
financial reporting and any differences between management's assessment of
the deficiencies and the assessment of such deficiencies made by the
independent registered public accountants. The Committee shall also discuss
with management its remediation plan to address internal control
deficiencies. The Committee shall determine that the disclosures describing
any identified material weaknesses and management's remediation plans are
clear and complete.

o The Committee shall discuss with management its process for performing its
required quarterly certifications under Section 302 of the Sarbanes-Oxley
Act.

A - 3

o The Committee shall discuss with management, the internal auditors, if any,
and the independent registered public accountants any (1) changes in
internal control over financial reporting that have materially affected or
are reasonably likely to materially affect the Company's internal control
over financial reporting that are required to be disclosed and (2) any
other changes in internal control over financial reporting that were
considered for disclosure in the Company's periodic filings with the SEC.

o The Committee shall review with senior management the Company's overall
antifraud programs and controls.

o The Committee shall review the Company's compliance and ethics programs,
including consideration of legal and regulatory requirements, and shall
review with management its periodic evaluation of the effectiveness of such
programs. The Committee shall review the Company's code of conduct and
programs that management has established to monitor compliance with such
code. The Committee shall receive any corporate attorneys' reports of
evidence of a material violation of securities laws or breaches of
fiduciary duty by the Company.

o The Committee shall establish procedures for the receipt, retention, and
treatment of complaints received by the Company regarding accounting,
internal accounting controls, or auditing matters, and the confidential
anonymous submission by employees of the Company of concerns regarding
questionable accounting or auditing matters.

o The Committee shall set clear hiring policies for employees or former
employees of the independent registered public accountants that meet the
SEC rules and Nasdaq listing standards.

o The Committee shall determine the appropriate funding needed by the
Committee for payment of (1) compensation to the independent registered
public accountants engaged for the purpose of preparing or issuing audit
reports or performing other audit, review, or attest services for the
Company; (2) compensation to any advisers employed by the Committee; and
(3) ordinary administrative expenses of the Committee that are necessary or
appropriate in carrying out its duties.

o The Committee shall review and reassess the charter at least annually and
obtain the approval of the Board of Directors.

o The Committee shall prepare the audit report required by the Securities and
Exchange Commission to be included in the proxy statement used in
connection with the annual meeting of the Company's stockholders.

o In order to fulfill its obligations hereunder, the Committee shall meet as
often as it deems necessary. Such meetings may be conducted in person or
via telephonic conferencing equipment. The Committee shall maintain written
minutes of all meetings and provide copies of such minutes to the Company's
Board of Directors.

A - 4

APPENDIX B
INFOCROSSING, INC.
CHARTER OF THE NOMINATING COMMITTEE

1. MISSION STATEMENT

The Nominating Committee, (the "Committee") shall advise the full Board of
Directors with respect to Board organization and identify nominees to stand
for election as directors.

2. MEMBERSHIP AND QUALIFICATION

The Committee shall consist of three or more individuals each of whom is an
"independent director" as defined in applicable Nasdaq listing standards.
The Committee members shall be elected annually by the Board for terms of
one year, or until their successors shall be duly elected and qualified. A
Committee Chairperson shall be elected by the full Board.

In addition to satisfying the requirements necessary to be independent
directors, each member of the Committee also shall satisfy all requirements
necessary from time to time to be a "Non-Employee Director" under SEC Rule
16b-3.

3. MEETINGS AND OTHER ACTIONS

The Committee will meet as may be necessary to carry out its
responsibilities. Meetings may be called by the Chairperson of the
Committee or the Chairman of the Board of the Company. All meetings of and
other actions by the Committee shall be held and taken pursuant to the
Bylaws of the Company.

Reports of meetings of actions taken at meetings or by consent by the
Committee since the most recent Board meeting (except to the extent covered
in an interim report circulated to the Board) shall be made by the
Committee to the Board at its next regularly scheduled meeting following
the Committee meeting or action.

4. GOALS, RESPONSIBILITIES AND AUTHORITY

In carrying out its mission, the Committee shall have the following goals,
responsibilities, and authority:

BOARD OF DIRECTORS

a. Evaluate periodically the desirability of and recommend to the Board
any changes in the size and composition of the Board.

b. Select nominees for directors, except as may be required by contract,
in accordance with the general and specific criteria set forth below
or determined as provided below:

o General Criteria. The number of independent directors should be
at least equal to the number that would satisfy applicable Nasdaq
rules. Such independent directors should have appropriate skills,
experience, and other characteristics to provide qualified
persons to fill all Board committee positions required to be
filled by independent directors. Certain executive officers
generally should serve as directors. Each director should:

o Be of high character and integrity and have an inquiring
mind, vision, a willingness to ask hard questions, and the
ability to work well with others;

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o Be free of any conflict of interest that would violate any
applicable law or regulation or interfere with the proper
performance of the responsibilities of a director;

o Be willing and able to devote sufficient time to the affairs
of the Company and be diligent in fulfilling the
responsibilities of a director and Board committee member;
and

o Have the capacity and desire to represent the balanced, best
interests of the shareholders as a whole and not primarily a
special interest group or constituency.

o Specific Criteria. In addition to the foregoing general criteria,
the Nominating Committee shall develop, reevaluate at least
annually, and modify as appropriate a set of specific criteria
outlining the skills, experiences (whether in business or in
other areas such as public service, academia or scientific
communities), particular areas of expertise, specific
backgrounds, and other characteristics that should be represented
on the Board to enhance the effectiveness of the Board and Board
committees.

o These specific criteria should take into account any
particular needs of the Company as determined by the Board.

c. Evaluate each new director candidate and each incumbent director
before recommending that the Board nominate or re-nominate such
individual for election or reelection (or that the Board elect such
individual on an interim basis) as a director based on the extent to
which such individual meets the general criteria above and will
contribute significantly to satisfying the overall mix of specific
criteria identified above and remedying any deficiencies therein.

o Each annual decision to re-nominate incumbent directors should be
based on a careful consideration of each such individual's
contributions, including the value of his or her experience as a
director of the Company, the availability of new director
candidates who may offer unique contributions, and the Company's
changing needs.

d. Seek potential director candidates who will strengthen the Board and
remedy any perceived deficiencies in the specific criteria identified
above. This should include establishing procedures for soliciting and
reviewing potential nominees from directors and shareholders and for
advising those who suggest nominees of the outcome of such review.

e. Submit to the Board the candidates for director to be recommended by
the Board for election at each annual meeting of shareholders or at
other times due to Board expansion, resignations, retirements, or
otherwise.

5. ADDITIONAL RESOURCES

The Committee shall have the right to use reasonable amounts of time of the
Company's internal and independent accountants, internal and outside
lawyers, and other internal staff and also shall have the right to hire
independent compensation experts, lawyers, and other consultants to assist
and advise the Committee in connection with its responsibilities.

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APPENDIX C

INFOCROSSING, INC. 2005 STOCK PLAN

I. ESTABLISHMENT OF PLAN; DEFINITIONS

1. Purpose. The purpose of the Infocrossing, Inc. 2005 Stock Plan is to
encourage certain, officers, employees, directors and consultants of
Infocrossing, Inc., a Delaware corporation (the "Company") to acquire and hold
stock in the Company as an added incentive to remain with the Company and to
increase their efforts in promoting the interests of the Company and to enable
the Company to attract and retain capable individuals.

2. Definitions. Unless the context clearly indicates otherwise, the following
terms shall have the meanings set forth below:

(a) "Board" shall mean the Board of Directors of the Company.

(b) "Code" shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time.

(c) "Committee" shall mean a committee made up of at least three members of
the Board whose members shall, from time to time, be appointed by the
Board; provided, however, that the composition of such Committee shall
comply with applicable rules of the Securities and Exchange Commission, as
may be amended from time to time, and if the Stock is listed on a national
securities exchange or the Nasdaq system, the composition also shall comply
with applicable listing requirements, as may be amended from time to time.

(d) "Company" shall mean Infocrossing, Inc., a Delaware corporation.

(e) "Consultants" shall mean persons who provide services to the Company
who are not Employees or Directors.

(f) "Directors" shall mean those members of the Board of Directors of the
Company who are not Employees.

(g) "Disability" shall mean a medically determinable physical or mental
condition which causes an Employee, Director or Consultant to be unable to
engage in any substantial gainful activity and which can be expected to
result in death or to be of long-continued and indefinite duration.

(h) "Employee" shall mean any common law employee, including officers, of
the Company as determined under the Code, and the regulations thereunder.

(i) "Fair Market Value" shall mean (i) if the Stock is listed on a national
securities exchange or the Nasdaq system, the mean between the highest and
lowest sales prices for the Stock on such date, or, if no such prices are
reported for such day, then on the next preceding day on which there were
reported prices or (ii) if the Stock is not listed on a national securities
exchange or the Nasdaq system, the mean between the bid and asked prices
for the shares on such date, or if no such prices are reported for such
day, then on the next preceding day on which there were reported prices.

(j) "Grantee" shall mean an officer, Employee, Director or Consultant
granted a Stock Option or Stock Award under this Plan.

(k) "Incentive Stock Option" shall mean an option granted pursuant to the
Incentive Stock Option provisions as set forth in Part II of this Plan.

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(l) "Non-Qualified Stock Option" shall mean an option granted pursuant to
the Non-Qualified Stock Option provisions as set forth in Part III of this
Plan.

(m) "Plan" shall mean the Infocrossing, Inc. 2005 Stock Plan as set forth
herein and as amended from time to time.

(n) "Restricted Stock" shall mean Stock which is issued pursuant to the
Restricted Stock as set forth in Part IV of this Plan.

(o) "Stock" shall mean authorized shares of the common stock of the
Company.

(p) "Stock Appreciation Right" shall mean a stock appreciation right
granted pursuant to the Stock Appreciation Right provisions as set forth in
Part II and III of this Plan.

(q) "Stock Award" shall mean an award of Restricted or Unrestricted Stock
granted pursuant to this Plan.

(r) "Stock Option" shall mean an option granted pursuant to the Plan to
purchase shares of Stock.

(s) "Subsidiary" shall mean any corporation (other than Infocrossing, Inc.)
in an unbroken chain of corporations beginning with and including
Infocrossing, Inc., if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50 percent or more
of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

(t) "Ten Percent Shareholder" shall mean an Employee who at the time a
Stock Option is granted owns stock possessing more than ten percent (10%)
of the total combined voting power of all stock of the Company or of its
parent or subsidiary corporation.

(u) "Unrestricted Stock" shall mean Stock which is issued pursuant to the
Unrestricted Stock provisions as set forth in Part V of this Plan.

3. Shares of Stock Subject to the Plan. Subject to the provisions of Paragraph 2
of Part VI of the Plan, the Stock which may be issued or transferred pursuant to
Stock Options and Stock Awards granted under the Plan and the Stock which is
subject to outstanding but unexercised Stock Options under the Plan shall not
exceed 1,000,000 shares in the aggregate. If a Stock Option shall expire and
terminate for any reason, in whole or in part, without being exercised or, if
Stock Awards are forfeited because the restrictions with respect to such Stock
Awards shall not have been met or have lapsed, the number of shares of Stock
which are no longer outstanding as Stock Awards or subject to Stock Options may
again become available for the grant of Stock Awards or Stock Options. There
shall be no terms and conditions in a Stock Award or Stock Option which provide
that the exercise of an Incentive Stock Option reduces the number of shares of
Stock for which an outstanding Non-Qualified Stock Option may be exercised; and
there shall be no terms and conditions in a Stock Award or Stock Option which
provide that the exercise of a Non-Qualified Stock Option reduces the number of
shares of Stock for which an outstanding Incentive Stock Option may be
exercised.

4. Administration of the Plan. The Plan shall be administered by the Committee.
Subject to the express provisions of the Plan, the Committee shall have
authority to interpret the Plan, to prescribe, amend, and rescind rules and
regulations relating to it, to determine the terms and provisions of Stock
Option agreements, and to make all other determinations necessary or advisable
for the administration of the Plan. Any controversy or claim arising out of or
related to this Plan shall be determined unilaterally by and at the sole
discretion of the Committee.

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5. Amendment or Termination. The Board may, at any time, alter, amend, suspend,
discontinue, or terminate this Plan; provided, however, that such action shall
not adversely affect the right of Grantees to Stock Awards or Stock Options
previously granted and no amendment, without the approval of the shareholders of
the Company as may be required under (i) applicable rules of the Securities and
Exchange Commission, as may be amended from time to time, or (ii) if the Stock
is listed on a national securities exchange or the Nasdaq system, with
applicable listing requirements, as may be amended from time to time, or (iii)
with respect to Incentive Stock Options, as required under applicable federal
tax law or regulations, as may be amended from time to time,.

6. Effective Date and Duration of the Plan. This Plan shall become effective
upon the approval of the shareholders of the Company at the 2005 Annual Meeting.
This Plan shall terminate at the close of business on the day immediately
preceding the tenth anniversary of the effective date, and no Stock Award or
Stock Option may be issued or granted under the Plan thereafter, but such
termination shall not affect any Stock Award or Stock Option theretofore issued
or granted.

II. INCENTIVE STOCK OPTION PROVISIONS

1. Granting of Incentive Stock Options.

(a) Only Employees of the Company shall be eligible to receive Incentive
Stock Options under the Plan. Officers, Directors and Consultants of the
Company who are not also Employees shall not be eligible to receive
Incentive Stock Options.

(b) The purchase price of each share of Stock subject to an Incentive Stock
Option shall not be less than 100% of the Fair Market Value of a share of
the Stock on the date the Incentive Stock Option is granted; provided,
however, that the purchase price of each share of Stock subject to an
Incentive Stock Option granted to a Ten Percent Shareholder shall not be
less than 110% of the Fair Market Value of a share of the Stock on the date
the Incentive Stock Option is granted.

(c) No Incentive Stock Option shall be exercisable more than ten years from
the date the Incentive Stock Option was granted; provided, however, that an
Incentive Stock Option granted to a Ten Percent Shareholder shall not be
exercisable more than five years from the date the Incentive Stock Option
was granted.

(d) The Committee shall determine and designate from time to time those
Employees who are to be granted Incentive Stock Options and specify the
number of shares subject to each Incentive Stock Option.

(e) The Committee, in its sole discretion, shall determine whether any
particular Incentive Stock Option shall become exercisable in one or more
installments, specify the installment dates, and, within the limitations
herein provided, determine the total period during which the Incentive
Stock Option is exercisable. Further, the Committee may make such other
provisions as may appear generally acceptable or desirable to the Committee
or necessary to qualify its grants under the provisions of Section 422 of
the Code.

(f) The Committee may grant at any time new Incentive Stock Options to an
Employee who has previously received Incentive Stock Options or other
options whether such prior Incentive Stock Options or other options are
still outstanding, have previously been exercised in whole or in part, or
are canceled in connection with the issuance of new Incentive Stock
Options. The purchase price of the new Incentive Stock Options may be
established by the Committee without regard to the existing Incentive Stock
Options or other options.

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(g) Notwithstanding any other provisions hereof, the aggregate fair market
value (determined at the time the option is granted) of the Stock with
respect to which Incentive Stock Options are exercisable for the first time
by the Employee during any calendar year (under all such plans of the
Grantee's employer corporation and its parent and subsidiary corporation)
shall not exceed $100,000.

2. Exercise of Incentive Stock Options. The option price of an Incentive Stock
Option shall be payable on exercise of the option (i) in cash, (ii) with the
approval of the Committee (which may be withheld in its sole discretion) by the
surrender of Stock then owned by the Grantee, (iii) the proceeds of a loan from
an independent broker-dealer whereby the loan is secured by the option or the
stock to be received upon exercise, or (iv) any combination of the foregoing;
and with the approval of the Committee (which may be withheld in its sole
discretion) may be affected wholly or in part by monies borrowed from the
Company pursuant to repayment terms and conditions as shall be determined from
time to time by the Committee, in its discretion, separately with respect to
each exercise of an Incentive Stock Option and each Grantee; PROVIDED, that each
such method and time for payment and each such borrowing and terms and
conditions of repayment shall then be permitted by and be in compliance with
applicable law. Shares of Stock so surrendered in accordance with clause (ii) or
(iv) shall be valued at the Fair Market Value thereof on the date of exercise,
surrender of such Stock to be evidenced by delivery of the certificate(s)
representing such shares in such manner, and endorsed in such form, or
accompanied by stock powers endorsed in such form, as the Committee may
determine. An Incentive Stock Option may not be exercised for a fraction of a
share. The proceeds from the exercise of an Incentive Stock Option shall
constitute general funds of the Company and may be used for its corporate
purposes as the Board may determine.

3. Termination of Employment.

(a) If a Grantee's employment with the Company is terminated other than by
Disability or death the terms of any then outstanding Incentive Stock
Option held by the Grantee shall extend for a period ending on the earlier
of the date on which such Stock Option would otherwise expire or three
months after such termination of employment, and such Stock Option shall be
exercisable to the extent it was exercisable as of such last date of
employment.

(b) If a Grantee's employment with the Company is terminated by reason of
Disability, the term of any then outstanding Incentive Stock Option held by
the Grantee shall extend for a period ending on the earlier of the date on
which such Stock Option would otherwise expire or twelve months after such
termination of employment, and such Stock Option shall be exercisable to
the extent it was exercisable as of such last date of employment.

(c) If a Grantee's employment with the Company is terminated by reason of
death, the representative of his estate or beneficiaries thereof to whom
the Stock Option has been transferred shall have the right during the
period ending on the earlier of the date on which such Stock Option would
otherwise expire or twelve months after such date of death, to exercise any
then outstanding Incentive Stock Options in whole or in part. If a Grantee
dies without having fully exercised any then outstanding Incentive Stock
Options, the representative of his estate or beneficiaries thereof to whom
the Stock Option has been transferred shall have the right to exercise such
Stock Options in whole or in part.

4. Stock Appreciation Rights

(a) Grant. Stock Appreciation Rights related to all or any portion of an
Incentive Stock Option may be granted by the Committee to any Grantee in
connection with the grant of an Incentive Stock Option or unexercised
portion thereof held by the Grantee at any time and from time to time
during the term thereof. Each Stock Appreciation Right shall be granted at
least at Fair Market Value on the date of grant and be subject to such
terms and conditions not inconsistent with the provisions of this Part II
as shall be determined by the Committee and included in the agreement
relating to such Stock Appreciation Right, subject in any event, however,
to the following terms and conditions of this Section 4. Each Stock
Appreciation Right may include limitations as to the time when such Stock
Appreciation Right becomes exercisable and when it ceases to be exercisable
that are more restrictive than the limitations on the exercise of the
Incentive Stock Option to which it relates.

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(b) Exercise. No Stock Appreciation Right shall be exercisable with respect
to such related Incentive Stock Option or portion thereof unless such
Incentive Stock Option or portion shall itself be exercisable at that time.
A Stock Appreciation Right shall be exercised only upon surrender of the
related Incentive Stock Option or portion thereof in respect of which the
Stock Appreciation Right is then being exercised.

(c) Amount of Payment. On exercise of a Stock Appreciation Right, a Grantee
shall be entitled to receive an amount equal to the product of (i) the
amount by which the Fair Market Value of a share of Stock on the date of
exercise of the Stock Appreciation Right exceeds the option price per share
specified in the related Incentive Stock Option and (ii) the number of
shares of Stock in respect of which the Stock Appreciation Right shall have
been exercised.

(d) Form of Payment. Stock Appreciation Rights may only be settled in
Stock. The number of shares of Stock to be distributed shall be the largest
whole number obtained by dividing the amount otherwise distributable in
respect of such settlement by the Fair Market Value of a share of Stock on
the date of exercise of the Stock Appreciation Right. The value of
fractional shares of Stock shall be paid in cash.

(e) Effect of Exercise of Right or Related Option. If the related Incentive
Stock Option is exercised in whole or in part, then the Stock Appreciation
Right with respect to the Stock purchased pursuant to such exercise (but
not with respect to any unpurchased Stock) shall be terminated as of the
date of exercise if such Stock Appreciation Right is not exercised on such
date.

(f) Non-transferability. A Stock Appreciation Right shall not be
transferable or assignable by the Grantee other than by will or the laws of
descent and distribution, and shall be exercisable during the Grantee's
lifetime only by the Grantee.

(g) Termination of Employment. If the Grantee ceases to be an Employee of
the Company for any reason, each outstanding Stock Appreciation Right shall
be exercisable for such period and to such extent as the related Incentive
Stock Option or portion thereof. Absence on leave approved by the Company
shall not be considered a termination of employment for any purpose of the
Plan.

III. NON-QUALIFIED STOCK OPTION PROVISIONS

1. Granting of Stock Options.

(a) Officers, Employees, Directors and Consultants shall be eligible to
receive Non-Qualified Stock Options under the Plan.

(b) The Committee shall determine and designate from time to time those
officers, Employees, Directors and Consultants who are to be granted
Non-Qualified Stock Options and the amount subject to each Non-Qualified
Stock Option.

(c) The Committee may grant at any time new Non-Qualified Stock Options to
an Employee, Director or Consultant who has previously received
Non-Qualified Stock Options or other Stock Options, whether such prior
Non-Qualified Stock Options or other Stock Options are still outstanding,
have previously been exercised in whole or in part, or are canceled in
connection with the issuance of new Non-Qualified Stock Options.

(d) The Committee shall determine the purchase price of each share of Stock
subject to a Non-Qualified Stock Option. Such price shall not be less than
100% of the Fair Market Value of such Stock on the date the Non-Qualified
Stock Option is granted.

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(e) The Committee, in its sole discretion, shall determine whether any
particular Non-Qualified Stock Option shall become exercisable in one or
more installments, specify the installment dates, and, within the
limitations herein provided, determine the total period during which the
Non-Qualified Stock Option is exercisable. Further, the Committee may make
such other provisions as may appear generally acceptable or desirable to
the Committee.

(f) No Non-Qualified Stock Option shall be exercisable more than ten years
from the date such option is granted.

2. Exercise of Stock Options. The option price of a Non-Qualified Stock Option
shall be payable on exercise of the Stock Option (i) in cash, (ii) with the
approval of the Committee (which may be withheld in its sole discretion) by the
surrender of Stock then owned by the Grantee, (iii) the proceeds of a loan from
an independent broker-dealer whereby the loan is secured by the option or the
stock to be received upon exercise, or (iv) any combination of the foregoing;
and with the approval of the Committee (which may be withheld in its sole
discretion) may be affected wholly or in part by monies borrowed from the
Company pursuant to repayment terms and conditions as shall be determined from
time to time by the Committee, in its discretion, separately with respect to
each exercise of a Non-Qualified Stock Option and each Grantee; PROVIDED, that
each such method and time for payment and each such borrowing and terms and
conditions of repayment shall then be permitted by and be in compliance with
applicable law. Shares of Stock so surrendered in accordance with clause (ii) or
(iii) shall be valued at the Fair Market Value thereof on the date of exercise,
surrender of such to be evidenced by delivery of the certificate(s) representing
such shares in such manner, and endorsed in such form, or accompanied by stock
powers endorsed in such form, as the Committee may determine. A Non-Qualified
Stock Option may not be exercised for a fraction of a share. The proceeds from
the exercise of a Non-Qualified Stock Option shall constitute general funds of
the Company and may be used for its corporate purposes as the Board may
determine.

3. Termination of Relationship.

(a) Unless otherwise determined by the Board or the Committee, if a
Grantee's employment with the Company is terminated, a Director Grantee
ceases to be a Director, or a Consultant Grantee ceases to be a Consultant,
other than by reason of Disability or death, the terms of any then
outstanding Non-Qualified Stock Option held by the Grantee shall extend for
a period ending on the earlier of the date established by the Committee at
the time of grant or three months after the Grantee's last date of
employment or cessation of being a Director or Consultant, and such Stock
Option shall be exercisable to the extent it was exercisable as of the date
of termination of employment or cessation of being a Director or
Consultant.

(b) Unless otherwise determined by the Board or the Committee, if a
Grantee's employment is terminated by reason of Disability, a Director
Grantee ceases to be a Director by reason of Disability or a Consultant
Grantee ceases to be a Consultant by reason of Disability, the term of any
then outstanding Non-Qualified Stock Option held by the Grantee shall
extend for a period ending on the earlier of the date on which such Stock
Option would otherwise expire or twelve months after the Grantee's last
date of employment or cessation of being a Director or Consultant, and such
Stock Option shall be exercisable to the extent it was exercisable as of
such last date of employment or cessation of being a Director or
Consultant.

(c) Unless otherwise determined by the Board or the Committee, if a
Grantee's employment is terminated by reason of death, a Director Grantee
ceases to be a Director by reason of death or a Consultant Grantee ceases
to be a Consultant by reason of death, the representative of his estate or
beneficiaries thereof to whom the Stock Option has been transferred shall
have the right during the period ending on the earlier of the date on which
such Stock Option would otherwise expire or twelve months following his
death to exercise any then outstanding Non-Qualified Stock Options in whole
or in part. If a Grantee dies without having fully exercised any then
outstanding Non-Qualified Stock Options, the representative of his estate
or beneficiaries thereof to whom the Stock Option has been transferred
shall have the right to exercise such Stock Options in whole or in part.

(d) Absence on leave approved by the Company shall not be considered a
termination of employment for any purpose of the Plan.

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4. Stock Appreciation Rights

(a) Grant. Stock Appreciation Rights related to all or any portion of a
Non-Qualified Stock Option may be granted by the Committee to any Grantee
in connection with the grant of a Non-Qualified Stock Option or unexercised
portion thereof held by the Grantee at any time and from time to time
during the term thereof. Each Stock Appreciation Right shall be granted at
least at Fair Market Value on the date of grant and be subject to such
terms and conditions not inconsistent with the provisions of this Part III
as shall be determined by the Committee and included in the agreement
relating to such Stock Appreciation Right, subject in any event, however,
to the following terms and conditions of this Section 4. Each Stock
Appreciation Right may include limitations as to the time when such Stock
Appreciation Right becomes exercisable and when it ceases to be exercisable
that are more restrictive than the limitations on the exercise of the
Non-Qualified Stock Option to which it relates.

(b) Exercise. No Stock Appreciation Right shall be exercisable with respect
to such related Non-Qualified Stock Option or portion thereof unless such
Non-Qualified Stock Option or portion shall itself be exercisable at that
time. A Stock Appreciation Right shall be exercised only upon surrender of
the related Non-Qualified Stock Option or portion thereof in respect of
which the Stock Appreciation Right is then being exercised.

(c) Amount of Payment. On exercise of a Stock Appreciation Right, a Grantee
shall be entitled to receive an amount equal to the product of (i) the
amount by which the Fair Market Value of a share of Stock on the date of
exercise of the Stock Appreciation Right exceeds the option price per share
specified in the related Non-Qualified Stock Option and (ii) the number of
shares of Stock in respect of which the Stock Appreciation Right shall have
been exercised.

(e) Effect of Exercise of Right or Related Option. If the related
Non-Qualified Stock Option is exercised in whole or in part, then the Stock
Appreciation Right with respect to the Stock purchased pursuant to such
exercise (but not with respect to any unpurchased Stock) shall be
terminated as of the date of exercise if such Stock Appreciation Right is
not exercised on such date.

(g) Termination of Employment. If the Grantee ceases to be an officer,
Employee, Director or Consultant of the Company for any reason, each
outstanding Stock Appreciation Right shall be exercisable for such period
and to such extent as the related Non-Qualified Stock Option or portion
thereof. Absence on leave approved by the Company shall not be considered a
termination of employment for any purpose of the Plan.

IV. RESTRICTED STOCK AWARDS

1. Grant of Restricted Stock.

(a) Officers, Employees, Directors and Consultants shall be eligible to
receive grants of Restricted Stock under the Plan.

(b) The Committee shall determine and designate from time to time those
officers, Employees, Directors and Consultants who are to be granted
Restricted Stock and the number of shares of Stock subject to such Stock
Award.

C - 7

(c) The Committee, in its sole discretion, shall make such terms and
conditions applicable to the grant of Restricted Stock as may appear
generally acceptable or desirable to the Committee.

2. Termination of Relationship.

(a) If a Grantee's employment with the Company, a Director Grantee ceases
to be a Director, or a Consultant Grantee ceases to be a Consultant, prior
to the lapse of any restrictions applicable to the Restricted Stock such
Stock shall be forfeited and the Grantee shall return the certificates
representing such Stock to the Company. Absence on leave approved by the
Company shall not be considered a termination of relationship for any
purpose of the Plan. (b) If the restrictions applicable to a grant of
Restricted Stock shall lapse, the Grantee shall hold such Stock free and
clear of all such restrictions except as otherwise provided in the Plan.

V. UNRESTRICTED STOCK AWARDS

1. Grant of Unrestricted Stock.

(a) Officers, Employees, Directors and Consultants shall be eligible to
receive grants of Unrestricted Stock under the Plan.

(b) The Committee shall determine and designate from time to time those
officers, Employees, Directors and Consultants who are to be granted
Unrestricted Stock and number of shares of Stock subject to such Stock
Award.

2. Issuance of Stock. The Grantee shall hold Stock issued pursuant to an
Unrestricted Stock award free and clear of all restrictions except as otherwise
provided in the Plan.

VI. GENERAL PROVISIONS

1. Substitution of Options. In the event of a corporate merger or consolidation,
or the acquisition by the Company of property or stock of an acquired
corporation or any reorganization or other transaction qualifying under Section
424 of the Code, the Committee may, in accordance with the provisions of that
Section, substitute Stock Options, Stock Awards and Stock Appreciation Rights
under this Plan for Stock Options, Stock Awards and Stock Appreciation Rights
under the plan of the acquired corporation provided (i) the excess of the
aggregate fair market value of the shares of Stock subject to Stock Option
immediately after the substitution over the aggregate option price of such Stock
is not more than the similar excess immediately before such substitution and
(ii) the new Stock Option does not give the Grantee additional benefits,
including any extension of the exercise period. Alternatively, the Committee may
provide, that each Stock Option, Stock Award and Stock Appreciation Right
granted under the Plan shall terminate as of a date to be fixed by the Board;
provided, that no less than thirty days written notice of the date so fixed
shall be given to each holder, and each holder shall have the right, during the
period of thirty days preceding such termination, to exercise the Stock Options,
Stock Awards and Stock Appreciation Rights as to all or any part of the Stock
covered thereby, including Stock as to which such would not otherwise be
exercisable.

2. Adjustment Provisions.

(a) In the event that a dividend shall be declared upon the Stock payable
in shares of the Company's common stock, the number of shares of Stock then
subject to any Stock Option or Stock Award outstanding under the Plan and
the number of shares reserved for the grant of Stock Options or Stock
Awards pursuant to the Plan shall be adjusted by adding to each such share
the number of shares which would be distributable in respect thereof if
such shares had been outstanding on the date fixed for determining the
shareholders of the Company entitled to receive such share dividend.

C - 8

(b) If the shares of Stock outstanding are changed into or exchanged for a
different number or class or other securities of the Company or of another
corporation, whether through split-up, merger, consolidation,
reorganization, reclassification or recapitalization then there shall be
substituted for each share of Stock subject to any such Stock Option or
Stock Award and for each share of Stock reserved for the grant of Stock
Options or Stock Awards pursuant to the Plan the number and kind of shares
or other securities into which each outstanding share of Stock shall have
been so changed or for which each share shall have been exchanged.

(c) In the event there shall be any change, other than as specified above
in this Section 2, in the number or kind of outstanding shares of Stock or
of any shares or other securities into which such shares shall have been
changed or for which they shall have been exchanged, then if the Board
shall, in its sole discretion, determine that such change equitably
requires an adjustment in the number or kind of shares theretofore reserved
for the grant of Stock Options or Stock Awards pursuant to the Plan and of
the shares then subject to Stock Options or Stock Awards, such adjustment
shall be made by the Board and shall be effective and binding for all
purposes of the Plan and of each Stock Option and Stock Award outstanding
thereunder.

(d) Each Stock Appreciation Right outstanding at the time of any adjustment
pursuant to this Section 2 and the number of outstanding Stock Appreciation
Rights, shall be adjusted, changed or exchanged in the same manner as
related Stock Options.

(e) In the case of any such substitution or adjustment as provided for in
this Section 2, the option price set forth in each outstanding Stock Option
for each share covered thereby prior to such substitution or adjustment
will be the option price for all shares or other securities which shall
have been substituted for such share or to which such share shall have been
adjusted pursuant to this Section 2, and the price per share shall be
adjusted accordingly.

(f) No adjustment or substitution provided for in this Section 2 shall
require the Company to sell a fractional share, and the total substitution
or adjustment with respect to each outstanding Stock Option shall be
limited accordingly.

(g) Upon any adjustment made pursuant to this Section 2 the Company will,
upon request, deliver to the Grantee a certificate setting forth the option
price thereafter in effect and the number and kind of shares or other
securities thereafter purchasable on the exercise of such Stock Option;
provided that that any fractional shares resulting from such adjustment
shall be eliminated, by rounding to the nearest, whole number.

3. General.

(a) Each Stock Option, Stock Award and Stock Appreciation Right shall be
evidenced by a written instrument containing such terms and conditions, not
inconsistent with this Plan, as the Committee shall approve.

(b) The granting of a Stock Option, Stock Award or Stock Appreciation Right
in any year shall not give the Grantee any right to similar grants in
future years or any right to be retained in the employ of the Company, and
all Employees shall remain subject to discharge to the same extent as if
the Plan were not in effect.

(c) No officer, Employee, Director or Consultant and no beneficiary or
other person claiming under or through him, shall have any right, title or
interest by reason of any Stock Option or any Stock Award to any particular
assets of the Company, or any shares of Stock allocated or reserved for the
purposes of the Plan or subject to any Stock Option or any Stock Award
except as set forth herein. The Company shall not be required to establish
any fund or make any other segregation of assets to assure the payment of
any Stock Option or Stock Award.

(d) No right under the Plan shall be subject to anticipation, sale,
assignment, pledge, encumbrance, or charge except by will or the laws of
descent and distribution, and a Stock Option shall be exercisable during
the Grantee's lifetime only by the Grantee or his conservator.

C - 9

(e) Notwithstanding any other provision of this Plan or agreements made
pursuant thereto, the Company's obligation to issue or deliver any
certificate or certificates for shares of Stock under a Stock Option or
Stock Award, and the transferability of Stock acquired by exercise of a
Stock Option or grant of a Stock Award, shall be subject to all of the
following conditions:

(i) Any registration or other qualification of such shares under any
state or federal law or regulation, or the maintaining in effect of
any such registration or other qualification which the Board shall, in
its absolute discretion upon the advice of counsel, deem necessary or
advisable; and

(ii) The obtaining of any other consent, approval, or permit from any
state or federal governmental agency which the Board shall, in its
absolute discretion upon the advice of counsel, determine to be
necessary or advisable.

(f) All payments to Grantees or to their legal representatives shall be
subject to any applicable tax, community property, or other statutes or
regulations of the United States or of any state having jurisdiction
thereof. The Grantee may be required to pay to the Company the amount of
any withholding taxes which the Company is required to withhold with
respect to a Stock Option or its exercise or a Stock Award. In the event
that such payment is not made when due, the Company shall have the right to
deduct, to the extent permitted by law, from any payment of any kind
otherwise due to such person all or part of the amount required to be
withheld.

(g) In the case of a grant of a Stock Option or Stock Award to any Employee
of a subsidiary of the Company, the Company may, if the Committee so
directs, issue or transfer the shares, if any, covered by the Stock Option
or Stock Award to the subsidiary, for such lawful consideration as the
Committee may specify, upon the condition or understanding that the
subsidiary will transfer the shares to the Employee in accordance with the
terms of the Stock Option or Stock Award specified by the Committee
pursuant to the provisions of the Plan. For purposes of this Section, a
subsidiary shall mean any subsidiary corporation of the Company as defined
in Section 424 of the Code,

(h) A Grantee entitled to Stock as a result of the exercise of a Stock
Option or grant of a Stock Award shall not be deemed for any purpose to be,
or have rights as, a shareholder of the Company by virtue of such exercise,
except to the extent a stock certificate is issued therefor and then only
from the date such certificate is issued. No adjustments shall be made for
dividends or distributions or other rights for which the record date is
prior to the date such stock certificate is issued. The Company shall issue
any stock certificates required to be issued in connection with the
exercise of a Stock Option with reasonable promptness after such exercise.

(i) The grant or exercise of Stock Options granted under the Plan or the
grant of a Stock Award under the Plan shall be subject to, and shall in all
respects comply with, applicable law relating to such grant or exercise, or
to the number of shares of Stock which may be beneficially owned or held by
any Grantee.

(j) The Company intends that the Plan shall comply with the requirements of
Rule 16b-3 (the "Rule"), as may be amended from time to time, under the
Securities Exchange Act of 1934 during the term of this Plan. Should any
additional provisions be necessary for the Plan to comply with the
requirements of the Rule, the Board may amend this Plan to add to or modify
the provisions of this Plan accordingly.

(k) The Company intends that the Plan shall comply with the requirements of
Section 409A of the Code to the extent applicable. Should any changes to
the Plan be necessary for the Plan to comply with the requirements of Code
Section 409A, the Board may amend this Plan to add to or modify the
provisions of this Plan accordingly.

4. TERMINATION OF EMPLOYMENT OR RELATIONSHIP FOR CAUSE. UNLESS OTHERWISE
DETERMINED BY THE BOARD OR THE COMMITTEE, ANY TERMINATION OF A GRANTEE'S STATUS
AS AN EMPLOYEE, OFFICER, DIRECTOR, OR CONSULTANT FOR CAUSE SHALL RESULT IN THE
IMMEDIATE FORFEITURE OF ANY UNEXERCISED STOCK OPTION, STOCK APPRECIATION RIGHT,
OR STOCK AWARD. IN THE CASE OF TERMINATION FOR CAUSE, ANY STOCK AWARD SHALL BE
FORFEITED IRRESPECTIVE OF WHETHER ANY RESTRICTIONS REMAIN TO BE SATISFIED.

C - 10

FORM OF PROXY
FRONT

PROXY

INFOCROSSING, INC.
PROXY FOR THE ANNUAL MEETING ON JUNE 13, 2005

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Zach Lonstein and Robert B. Wallach proxies,
each with the power to appoint his substitute and with authority in each to act
in the absence of the other, to represent and to vote all shares of stock of
Infocrossing, Inc. (the "Company"), which the undersigned is entitled to vote at
the Annual Meeting of Stockholders of the Company to be held at the offices of
the Company, 2 Christie Heights Street, Leonia, New Jersey, on Monday, June 13,
2005 at 9:00AM local time, and at any adjournments thereof, (the "Meeting") as
indicated on the proposals described in the Proxy Statement and all other
matters properly coming before the Meeting.

(Continued, and to be marked, dated and signed, on the other side)

FORM OF PROXY
REVERSE

PROXY

THIS PROXY WILL BE VOTED, AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" THE PROPOSALS.

A VOTE FOR THE ELECTION OF THE NOMINEES LISTED BELOW IS RECOMMENDED BY THE BOARD
OF DIRECTORS

I. ELECTION OF DIRECTORS II. PROPOSAL to adopt the
2005 Stock Plan
FOR the election of Zach Lonstein,
Robert B. Wallach and Jeremiah M. FOR PROPOSAL II [ ]
Healy [ ]
AGAINST PROPOSAL II [ ]
WITHHOLD authority to vote for
all Nominees [ ] ABSTAIN FROM PROPOSAL II [ ]

To withhold authority to vote
for any individual Nominee, III. In their descretion, the
write that Nominee's name Proxies are authorized to vote
name in the space below. upon such other business as may
properly come before the Meeting.
- ---------------------------------------

Signature Signature Date
----------------------- ------------------------- ----------
NOTE: Please sign exactly as name appears hereon. When shares are held by joint
owners, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give title as such. If a corporation, please sign
in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.