EXHIBIT 10.22C

                                  AMENDMENT TWO
                             TO EMPLOYMENT AGREEMENT



        This Amendment Two to that certain Employment Agreement between
Infocrossing, Inc., a Delaware corporation (the "Company"), and Robert Wallach
(the "Executive") is effective as of May 9, 2007 (the "Amendment Two Effective
Date"). Except as otherwise indicated herein, capitalized terms in this
Amendment Two shall have the same meaning as ascribed to such terms in the
Agreement.

                                     RECITAL

         Whereas, the Company and the Executive desire to modify the amount of
the Normal Retirement Benefit as defined in the Agreement.

         NOW THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:

     I.  The Normal Retirement Benefit as defined in Section 7(e)(i) of the
         Agreement shall be increased from semi-monthly payments of five
         thousand dollars ($5,000) to seven thousand eighty three dollars and
         thirty three cents ($7,083.33).

         Except as amended herein, all terms, covenants, and conditions of the
Agreement shall remain in full force and effect. In the event of a conflict
between the terms of the Agreement without giving effect to this Amendment Two
and this Amendment Two, this Amendment Two will control. This Amendment Two may
be executed in one or more counterparts, each of which will be deemed an
original but all of which taken together will constitute one and the same
instrument.

         IN WITNESS WHEREOF the parties have executed this Amendment Two as of
the Amendment Two Effective Date.


Infocrossing, Inc.                                  Robert Wallach



By:  /s/ ZACH LONSTEIN                               /s/ ROBERT B. WALLACH
    ------------------------------                  ---------------------------
       Zach Lonstein
       Chief Executive Officer