Debenture

Applicable State Securities Laws. This Debenture May Not Be Sold or Otherwise

by Infocrossing
February 6th, 2002
     THIS DEBENTURE HAS BEEN ACQUIRED FOR  INVESTMENT  PURPOSES ONLY AND HAS NOT
BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  OR UNDER ANY
APPLICABLE  STATE  SECURITIES  LAWS. THIS DEBENTURE MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED OR PLEDGED,  EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR SUCH  APPLICABLE  STATE  SECURITIES  LAWS, OR IF THE
PROPOSED TRANSFER MAY BE EFFECTED WITHOUT  REGISTRATION UNDER THE SECURITIES ACT
OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

     THIS  DEBENTURE IS SUBJECT TO THE TERMS AND  PROVISIONS  OF THE  SECURITIES
PURCHASE  AGREEMENT  AMONG  INFOCROSSING,  INC., AND CAHILL,  WARNOCK  STRATEGIC
PARTNERS FUND, L.P., STRATEGIC ASSOCIATES,  L.P., CAMDEN PARTNERS STRATEGIC FUND
II-A, L.P., AND CAMDEN PARTNERS  STRATEGIC FUND II-B, L.P., DATED AS OF FEBRUARY
1, 2002,  AS AMENDED FROM TIME TO TIME,  AND THE HOLDERS OF THIS  DEBENTURE  ARE
ENTITLED TO THE BENEFITS THEREOF.

                               INFOCROSSING, INC.

                        12% SENIOR SUBORDINATED DEBENTURE


$____________                                                   February 1, 2002


SECTION 1. GENERAL; INTEREST.

     1.1 General. For value received, INFOCROSSING, INC., a Delaware corporation
(the "Company") (the Company, including any successors of the Company (by way of
merger, consolidation,  sale or otherwise), the "Payor"), hereby promises to pay
to the order of Cahill,  Warnock  Strategic  Partners Fund, L.P. or such payee's
successors  or assigns (the  "Payee"),  $____________  or such lesser  principal
amount,  plus any accrued and unpaid interest thereon and all other  obligations
arising hereunder (the  "Indebtedness"),  which may be outstanding  hereunder on
February 1, 2005 (the "Maturity  Date"),  provided,  however,  that the Maturity
Date may be extended until February 1, 2006 at the sole option of the Payor upon
written notice to the Payee  delivered at least 60 days before the Maturity Date
as in effect  prior to giving  effect to such  extension or such earlier date as
all  obligations  under the Debenture have been paid in full provided,  further,
that the Payor may not extend the Maturity Date if a Default has occurred.  This
Debenture is one of the Debentures  (each a "Debenture"  and  collectively,  the
"Debentures")  issued pursuant to that certain  Securities  Purchase  Agreement,
dated as of  February  1, 2002 (the  "Purchase  Agreement"),  by and between the
Payor,  Cahill  Warnock  Strategic  Partners  Fund,  L.P.,  a  Delaware  limited
partnership ("CW"),  Strategic Associates,  L.P., a Delaware limited partnership
("SA"),   Camden  Partners   Strategic  Fund  II-A,  L.P.,  a  Delaware  limited
partnership  ("Camden II-A"),  and Camden Partners  Strategic Fund II-B, L.P., a
Delaware limited partnership  ("Camden II-B" and together with CW, SA and Camden
II-A,  each a "Payee" and  collectively,  the  "Payees").  The unpaid  principal
amount of this Debenture and the accrued and unpaid interest  thereon,  shall be
payable in U.S.  Dollars by wire transfer of immediately  available funds to the
account of the Payee or by certified or official bank check




payable  to the Payee  mailed to the  Payee at the  address  of the Payee as set
forth on the records of the Payor or such other  address as shall be  designated
in writing by the Payee to the Payor.  Capitalized  terms used and not otherwise
defined herein have the meanings ascribed thereto in the Purchase Agreement.

     1.2  Guaranty.   This  Debenture  is  unconditionally   guaranteed  by  the
Subsidiaries  of the Payor (the  "Guarantors"),  pursuant to a Guaranty (each, a
"Guaranty")  executed and delivered on the date hereof by each Subsidiary of the
Payor,  to which  reference  is made for a statement of the nature and extent of
the benefits and security for this Debenture  afforded thereby and the rights of
the holder of this Debenture and the Guarantor in respect hereof.

     1.3  Interest.  The  Payor  promises  to pay  interest  on the  outstanding
principal  amount  of this  Debenture  at the rate of (i) 12% per  annum for the
period commencing on the date hereof (the "Closing Date") and ending on February
1, 2004,  (ii) 13% per annum for the period  commencing  on February 1, 2004 and
ending on the Maturity Date or such earlier date as all  obligations  under this
Debenture have been paid in full,  and (iii),  if the Maturity Date is extended,
14% per annum  commencing on February 1, 2005 and ending on the Maturity Date as
so extended or such earlier date as all  obligations  under the  Debenture  have
been  paid in full  (the  "Interest  Rate");  provided,  however,  that upon the
occurrence  of an Event of Default,  the Payor  promises to pay  interest on the
outstanding  principal amount of this Debenture at the rate of seventeen percent
(17%) per annum (or, if less, to the maximum rate allowed under  applicable law)
("Default  Interest")  from the date that such Event of Default has occurred and
is continuing  until the date such Event of Default is cured,  waived in writing
by the Payee or all Indebtedness under this Debenture has been paid in full. The
Payor shall pay interest (the  "Interest  Amount")  semi-annually  in arrears on
each July 31 and  January  31 of each  year or, if any such date  shall not be a
Business Day, on the next succeeding Business Day to occur after such date (each
date upon which  interest  shall be so payable,  an  "Interest  Payment  Date").
Interest  shall be  payable,  at the  option of the  Payor,  in (i) cash in U.S.
Dollars by wire transfer to Payee of immediately  available  funds equal to such
Interest  Amount,  (ii) additional  Debentures in an aggregate  principal amount
equal to the aggregate Interest Amount due to the Payee on such Interest Payment
Date ("PIK  Debentures")  with  Additional  Warrants (as such term is defined in
Section  2  below),  or  (iii) a  combination  of cash and PIK  Debentures  with
Additional Warrants.  The Payor shall signify its election to make payment of an
Interest Amount in the form of cash or PIK Debentures with Additional  Warrants,
or a  combination  of cash  and PIK  Debentures  with  Additional  Warrants,  by
notifying  the Payee of such  election  at least  twenty (20) days prior to each
Interest  Payment  Date.  If the Payor fails to give notice under the  preceding
sentence,  the payment shall be made in cash.  Interest on this Debenture  shall
accrue daily,  and compound  semi-annually,  from the date of issuance until the
date of repayment in full of the principal  amount of this  Debenture,  plus any
accrued and unpaid interest thereon.  Interest shall be computed on the basis of
a 365-day year and the actual number of days elapsed. Subject to Applicable Law,
any interest that shall accrue on Default  Interest on this  Debenture and shall
not have been paid in full on or before the next Interest  Payment Date to occur
after the  Interest  Payment Date on which the Default  Interest  became due and
payable  shall itself be deemed to be overdue  interest on this  Debenture.  PIK
Debentures  shall  contain  terms and  conditions  (including  rate of interest)
substantially  similar (except for the date of issuance and aggregate  principal
amount thereof) as those in this Debenture.  "Business Day" shall mean any other
day



                                      -2-

other than a Saturday,  a Sunday or a day on which banking  institutions  in New
York City, New York are not required to be open.

SECTION 2. WARRANT.

     As part of the consideration for the loan evidenced by this Debenture,  the
Payor has authorized and issued,  initially,  warrants to purchase (the "Initial
Warrants") 2 million  shares of the Common Stock,  par value $.01 per share,  of
the Payor (the  "Common  Stock") to the Payee.  The  Initial  Warrants  shall be
exercisable in accordance  with the terms and conditions of that certain Warrant
Agreement, of even date herewith, between the Payor and the Payees (the "Warrant
Agreement").  If the  Payor  elects  to pay any of the  Interest  Amount  in PIK
Debentures, the Payor will issue additional warrants (the "Additional Warrants")
as more fully set forth in the Warrant  Agreement.  Notwithstanding  anything to
the  contrary  set forth  herein no  Additional  Warrants  shall be issued  with
respect to any PIK Debentures  issued prior to February 1, 2004;  provided that,
to the extent that any  Debentures  remain  outstanding  on such date, the Payor
shall issue  Additional  Warrants to purchase  one (1) share of Common Stock for
each $10.00 aggregate  principal amount of PIK Debentures actually issued on, or
prior to, February 1, 2004, and, thereafter,  shall issue Additional Warrants in
respect of all PIK Debentures in accordance with the terms thereof.  The Initial
Warrants and this Debenture are not attached and may be separately assigned. Any
PIK Debentures  and Additional  Warrants to be issued also shall not be attached
and may be separately assigned.

SECTION 3. PREPAYMENT.

     3.1 Prepayment at the Option of the Payor.

          (a)  Prepayment  in Full.  The  principal  amount  of this  Debenture,
     together with the accrued and unpaid  interest  thereon,  may be prepaid in
     whole, without premium, at the option of the Payor at any time.

          (b) Partial Prepayment.  At the Payor's option, the Payor may make one
     (and only one) partial  prepayment of at least 50% of the principal  amount
     of this Debenture,  without  premium,  together with the accrued and unpaid
     interest thereon, at any time.

     3.2 Mandatory  Prepayment.  Unless  agreed to in writing by the Payee,  the
Payor shall be required to prepay all Indebtedness:

               (i) upon a Change of Control.  The Payor shall  provide the Payee
     with written  notice ten (10)  business  days prior to a Change of Control.
     For purposes of this Section 3.2 only,  "Change of Control" means any event
     or series of events that results in (A) any Person or entity (an "Acquiring
     Person") other than (x) one or more members of the Control  Group,  and (y)
     the  Payees and their  Affiliates,  obtaining  at least 35% of the  Payor's
     Common Stock  (calculated on a  fully-diluted  basis),  provided,  that the
     acquisition  by an Acquiring  Person of more than 35% of the Payor's Common
     Stock shall not be a Change of Control so long as the Control Group and the
     Payees  jointly  hold more of the Payor's  Common  Stock  (calculated  on a
     fully-diluted   basis)  than  the   Acquiring   Person;   (B)  the  merger,
     consolidation, reorganization, recapitalization, dissolution or liquidation
     of the Payor as a result of which the stockholders of the Payor immediately
     prior to



                                      -3-

     giving effect to such  transaction  do not own more than 50% or more of the
     securities  of the Payor  ordinarily  entitled to vote for the  election of
     Directors,  immediately after giving effect to such  transactions;  (C) any
     sale,  lease,  exchange or other transfer of all, or substantially  all, of
     the assets of the Payor and its  Subsidiaries  taken as a whole; or (D) the
     adoption of a plan leading to the  liquidation or dissolution of the Payor.
     "Person" means any individual, partnership,  corporation, limited liability
     company,   joint  venture,   association,   joint-stock   company,   trust,
     unincorporated organization,  government or agency or political subdivision
     thereof, or other entity.  "Control Group" shall include Zach Lonstein,  DB
     Capital Investors, L.P., Sandler Capital Partners V, L.P., Sandler Internet
     Partners,   L.P.  and  Sandler  Co-Investment   Partners,  L.P.  and  their
     Affiliates; and

               (ii) pursuant to Section 4 hereof.

SECTION 4. EVENTS OF DEFAULT.

     4.1 Definition. In each case of the happening of the following events (each
of which is an "Event of  Default"  or, if the  giving of notice or the lapse of
time or both is  required,  then,  prior to such  notice  or  lapse  of time,  a
"Default"),

          (a) (i) if a default  occurs in the due  observance or  performance of
     any covenant or agreement of the Payor to be observed or performed pursuant
     to Section 6.1,  Section 6.2,  Section 6.4,  Section 6.6, or Section 6.7 of
     the  Purchase  Agreement  and such  default  shall  continue  for more than
     fifteen (15) days after notice  thereof from Payee;  or (ii) if any default
     occurs in the due observance or performance of any covenant or agreement of
     the Payor to be observed or performed  pursuant to Section 5.7, Section 6.3
     or Section 6.5 of the Purchase Agreement;

          (b) if a default  occurs in the due  observance or  performance of any
     covenant or agreement of the Payor to be observed or performed  pursuant to
     the terms of this Debenture or any of the Financing  Documents  (other than
     those set forth in Section  4.1(a) above) and such default  shall  continue
     for more than forty-five (45) days after notice thereof from the Payee;

          (c) if a default  occurs in the payment of any  principal  or interest
     under this Debenture and such default shall continue for more than ten (10)
     business days from the date such payment is due;

          (d) if any  representation or warranty of the Payor in this Debenture,
     the  Purchase  Agreement  or that  certain  Escrow  Agreement  of even date
     herewith,  by and among the Payor, the Payee and the Escrow Agreement named
     therein  shall prove to have been false in any material  respects  upon the
     Closing Date or if such representation or warranty is made as of a specific
     date, as of such date;

          (e) if any  representation  or warranty of any Subsidiary of the Payor
     in any  Guaranty  shall prove to have been false in any  material  respects
     upon the Closing Date;

          (f) the  lenders  under any  senior  credit  facility  accelerate  the
     payment of principal or interest under such senior credit facility;



                                      -4-

          (g) if the Payor shall (1) discontinue its business,  (2) apply for or
     consent to the appointment of a receiver,  trustee, custodian or liquidator
     of it or any of its property, (3) admit in writing its inability to pay its
     debts as they  mature,  (4) make a general  assignment  for the  benefit of
     creditors, or (5) file a voluntary petition in bankruptcy, or a petition or
     an answer seeking  reorganization  or an arrangement with creditors,  or to
     take advantage of any bankruptcy, reorganization,  insolvency, readjustment
     of debt,  dissolution  or  liquidation  laws,  or an answer  admitting  the
     material allegations of a petition filed against it in any proceeding under
     any such law;

          (h) there  shall be filed  against the Payor an  involuntary  petition
     seeking  reorganization  of the  Payor or the  appointment  of a  receiver,
     trustee,  custodian or liquidator of the Payor or a substantial part of its
     assets, or an involuntary petition under any bankruptcy,  reorganization or
     insolvency law of any jurisdiction, whether now or hereafter in effect;

          (i) if final  judgment(s)  for the  payment  of money in  excess of an
     aggregate  amount of $750,000 shall be rendered against the Payor and shall
     remain  undischarged  for a period of 30 consecutive days during which such
     judgment and any levy or execution  thereof shall not have been effectively
     stayed or vacated; and

          (j) any violation of ERISA that could reasonably be expected to result
     in  liability to the Payor in excess of  $250,000.  "ERISA"  shall mean the
     Employee  Retirement  Income  Security  Act of 1974,  as  amended,  and all
     regulations and rules issued thereunder, or any successor law.

then, upon the occurrence of each and every such Event of Default (other than an
Event of Default specified in Sections 4.1(f) or (g)) and at any time thereafter
during the  continuance  of such  Event of  Default,  the  holders of at least a
majority  in  the  aggregate  principal  amount  of the  outstanding  Debentures
(including,  without  limitation,  PIK Debentures) may, by written notice to the
Payor declare the principal and accrued and unpaid interest on all Debentures to
be  immediately  due and payable.  If an Event of Default  specified in Sections
4.1(f) or (g) occurs,  the  principal  and  accrued and unpaid  interest on this
Debenture  and  all  other  Debentures   (including,   without   limitation  PIK
Debentures),  shall ipso facto become due and payable without any declaration or
other act on the part of the holders thereof. The holders of at least a majority
in aggregate principal amount of the outstanding Debentures (including,  without
limitation,   PIK  Debentures)   may,  by  notice  to  the  Company  rescind  an
acceleration  and its consequences if the rescission would not conflict with any
judgment  or decree and if all  existing  Events of  Default  have been cured or
waived  except  nonpayment  of principal or interest  that has become due solely
because of acceleration. No such rescission shall affect any subsequent Event of
Default or impair any right consequent thereto. ("Financing Documents" means the
Purchase Agreement,  the Registration  Rights Agreement,  the Warrant Agreement,
the  Stockholders'  Agreement,  the  Escrow  Agreement,  the  Management  Rights
Agreement, the Guaranty Agreement, and each document,  certificate or instrument
delivered in connection).

     4.2 Failure to Obtain Stockholder  Consent. In addition to any other remedy
available to the Payee hereunder (including acceleration of this Debenture),  if
the Company does not obtain the Required Stockholder Approval (as defined in the
Purchase  Agreement)  before the



                                      -5-

earlier to occur of (i) the  occurrence  of an Event of Default or (ii) the date
of the Company's next annual meeting of its stockholders,  the Payor promises to
pay a cash payment equal to seventeen  percent  (17%) of the Initial  Amount per
annum from such date until the occurrence of the Required Stockholder Approval.

     4.3  Remedies  on  Default,  Etc. In case any one or more Events of Default
shall occur and be continuing  and  acceleration  of this  Debenture  shall have
occurred,  the Payee may, among other things, proceed to protect and enforce its
rights  by an action at law,  suit in  equity or other  appropriate  proceeding,
whether for the specific performance of any agreement contained herein or in the
Purchase Agreement, or for an injunction against a violation of any of the terms
hereof or  thereof  or in and of the  exercise  of any power  granted  hereby or
thereby or by law. No right  conferred  upon the Payee hereby or by the Purchase
Agreement shall be exclusive of any other right referred to herein or therein or
now or  hereafter  available  at law, in equity,  by statute or  otherwise.  4.4
Waiver of Past  Defaults.  The holders of a majority in the aggregate  principal
amount  of  the  outstanding  Debentures  (including,  without  limitation,  PIK
Debentures) may waive an existing Event of Default and its consequences.  When a
Default is waived,  it is deemed  cured,  but no such waiver shall extend to any
subsequent or other Default or impair any consequent right.

     4.5  Control  by  Majority.  The  holders of a  majority  in the  aggregate
principal amount of the outstanding Debentures  (including,  without limitation,
PIK  Debentures)  may  direct  the  time,  method  and place of  conducting  any
proceeding for any remedy available to the holders of such Debenture.

SECTION 5. SUBORDINATION.

     5.1  Agreement  to  Subordinate.  The  Payor  agrees,  and each  holder  of
Debentures by accepting a Debenture agrees,  that the Indebtedness  evidenced by
the  Debentures is  subordinated  in right of payment,  to the extent and in the
manner  provided in this  Section 5, to the prior  payment in full of all Senior
Indebtedness of the Payor and that the  subordination  is for the benefit of and
enforceable by the holders of such Senior Indebtedness.  The Debentures shall in
all respects rank pari passu with all other Senior Subordinated  Indebtedness of
the Payor and only indebtedness of the Payor that is Senior  Indebtedness of the
Company shall rank senior to the  Debentures in accordance  with the  provisions
set forth herein.

     5.2 Liquidation,  Dissolution, Bankruptcy. Upon any payment or distribution
of t he assets of the Payor to creditors upon a total or partial  liquidation or
a total or partial dissolution of the Payor or in a bankruptcy,  reorganization,
insolvency,  receivership  or similar  proceeding  relating  to the Payor or its
property:

          (a) holders of Senior  Indebtedness  of the Payor shall be entitled to
     receive  payment  in full of such  Senior  Indebtedness  before  holders of
     Debentures  shall be  entitled  to  receive  any  payment of  principal  or
     interest on the Debentures; and

          (b) until the Senior  Indebtedness  of the Payor is paid in full,  any
     payment or  distribution  to which holders of Debentures  would be entitled
     but for this Section 5 shall



                                      -6-

     be made to holders  of such  Senior  Indebtedness  as their  interests  may
     appear,  except that holders of Debentures  may receive shares of stock and
     any debt securities that are subordinated to such Senior Indebtedness to at
     least the same extent as the Debentures.

     5.3 Default on Senior Indebtedness. The Payor may not pay the principal of,
premium (if any) or interest on the Debentures and may not otherwise repurchase,
redeem or otherwise retire any Debentures  (collectively,  "pay the Debentures")
if (a) any  Senior  Indebtedness  of the  Payor is not paid  when due or (b) any
other default on such Senior Indebtedness occurs and the maturity of such Senior
Indebtedness is accelerated in accordance with its terms unless, in either case,
(i) the  default  has been  cured or waived and any such  acceleration  has been
rescinded  or (ii) such  Senior  Indebtedness  has been paid in full:  provided,
however,  that the Payor may pay the Debentures  without regard to the foregoing
if  the  Payor  receives   written  notice   approving  such  payment  from  the
Representative  (as such term is defined in Section  5.12  below) of such Senior
Indebtedness  with respect to which either of the events set forth in clause (a)
or (b) of this sentence has occurred and is continuing.  During the  continuance
of any  default  (other  than a default  described  in clause  (a) or (b) of the
preceding  sentence)  with  respect  to any  Senior  Indebtedness  of the  Payor
pursuant to which the  maturity  thereof  may be  accelerated  immediately  with
further   notice  (except  such  notice  as  may  be  required  to  effect  such
acceleration) or the expiration of any applicable  grace periods,  the Payor may
not pay the Debenture for a period (a "Payment Blockage Period") commencing upon
the receipt by the Payor of written notice (a "Blockage Notice") of such default
from the  Representative of such Senior  Indebtedness  specifying an election to
effect a Payment  Blockage  Period and ending 180 days thereafter (or earlier if
such Payment  Blockage  Period is terminated  (a) by written notice to the Payor
from the Person or Persons who gave such  Blockage  Notice,  (b) by repayment in
full of such Senior  Indebtedness or (c) because the default giving rise to such
Blockage  Notice  is  no  longer  continuing).  Notwithstanding  the  provisions
described in the immediately  preceding  sentence (but subject to the provisions
contained  in the first  sentence of this  Section),  unless the holders of such
Senior Indebtedness or the Representative of such holders shall have accelerated
the maturity of such Senior  Indebtedness,  the Payor may resume payments on the
Debentures after the end of such Payment  Blockage Period,  including any missed
payments.  For  purposes of this  Section,  no default or event of default  that
existed  or was  continuing  on the  date  of the  commencement  of any  Payment
Blockage Period with respect to the Senior Indebtedness  initiating such Payment
Blockage  Period  shall  be,  or be made,  the  basis of the  commencement  of a
subsequent Payment Blockage Period unless such default or event of default shall
have been cured or waived for a period of not less than 90 consecutive days.

     5.4 Acceleration of Payment of Debentures.  If payment of the Debentures is
accelerated because of an Event of Default,  the Payor shall promptly notify the
holders of the Senior Indebtedness of the Payor (or their Representative) of the
acceleration.  If any Senior  Indebtedness of the Payor is outstanding the Payor
may not pay the  Debentures  until five  Business Days after such holders or the
Representative of such Senior  Indebtedness  receive notice of such acceleration
and, thereafter, may pay the Debentures only if this Section 5 otherwise permits
payment at that time.

     5.5 When  Distribution  Must Be Paid  Over.  If a  distribution  is made to
holders of



                                      -7-

Debentures that because of this Section 5 should not have been made to them, the
holders of Debentures  who receive the  distribution  shall hold it in trust for
holders  of  Senior  Indebtedness  of the Payor and pay it over to them as their
interests may appear.

     5.6 Subrogation. After all Senior Indebtedness of the Payor is paid in full
and  until the  Debentures  are paid in full,  holders  of  Debentures  shall be
subrogated  to the  rights of  holders of such  Senior  Indebtedness  to receive
distributions applicable to Senior Indebtedness.  A distribution made under this
Section 5 to holders of such Senior Indebtedness which otherwise would have been
made to holders  of  Debentures  is not,  as  between  the Payor and  holders of
Debentures, a payment by the Payor on such Senior Indebtedness.

     5.7 Relative Rights.  This Section 5 defines the relative rights of holders
of Debentures and holders of Senior  Indebtedness of the Payor.  Nothing in this
Section 5 of Debentures shall:

          (a)  impair,  as  between  the Payor and  holders of  Debentures,  the
     obligation  of the  Payor,  which is  absolute  and  unconditional,  to pay
     principal of (premium, if any) and interest on the Debentures in accordance
     with their terms; or

          (b) prevent any holder of  Debentures  from  exercising  its available
     remedies  upon an Event of  Default,  subject  to the  rights of holders of
     Senior Indebtedness of the Payor to receive distributions otherwise payable
     to such holder of Debentures.

     5.8  Subordination  May Not Be Impaired by Payor. No right of any holder of
Senior   Indebtedness  of  the  Payor  to  enforce  the   subordination  of  the
indebtedness evidenced by the Debentures shall be impaired by any act or failure
to act by the Payor or by its failure to comply with this Section 5.

     5.9 Distribution or Notice to Representative. Whenever a distribution is to
be made or a notice given to holders of Senior  Indebtedness  of the Payor,  the
distribution may be made and the notice given to their Representative (if any).

     5.10  Section  5 Not To  Prevent  Events  of  Default  or  Limit  Right  to
Accelerate.  The failure to make a payment  pursuant to the Debentures by reason
of any  provision in this Section 5 shall not be  construed  as  preventing  the
occurrence  of an Event of  Default.  Nothing  in this  Section 5 shall have any
effect on the right of the holders of Debentures  to accelerate  the maturity of
the Debentures.

     5.11  Reliance  by  Holders  of  Senior   Indebtedness   on   Subordination
Provisions.  Each holder of a Debenture by accepting such Debenture acknowledges
and agrees that the foregoing subordination  provisions are, and are intended to
be, an inducement and a consideration to each holder of any Senior  Indebtedness
of the Payor, whether such Senior Indebtedness was created or acquired before or
after the issuance of the  Debentures,  to acquire and  continue to hold,  or to
continue  to hold,  such  Senior  Indebtedness  and such  holder of such  Senior
Indebtedness  shall be deemed  conclusively to have relied on such subordination
provisions in acquiring and  continuing to hold, or in continuing to hold,  such
Senior Indebtedness.

     5.12  Definitions.  As used  herein,  the  following  terms  shall have the
following meanings:



                                      -8-

     "Representative"  shall mean the trustee,  agent or representative (if any)
for any issue of Senior Indebtedness;

     "Senior  Indebtedness"  shall have the  meaning set forth in Section 6.2 of
the Purchase Agreement; and

     5.13 "Senior Subordinated Indebtedness" shall have the meaning set forth in
Section 6.2 of the Purchase Agreement.

SECTION 6. COVENANTS.

     The  Payor  agrees  to comply  with and of the  covenants  set forth in the
Purchase Agreement (including,  without limitation,  Articles V and VI) and such
covenants are incorporated herein by reference thereto.

SECTION 7. DEFENSES.

     The  obligations of the Payor under this Debenture  shall not be subject to
reduction, limitation,  impairment,  termination, defense, set-off, counterclaim
or recoupment for any reason.

SECTION 8. EXCHANGE OR REPLACEMENT OF DEBENTURE.

     8.1 The Payee may, at its option, in person or by duly authorized attorney,
surrender this Debenture for exchange,  at the principal  business office of the
Payor,  and the Payee will  receive in exchange  therefor,  a new  Debenture  or
Debentures,  as the case may be,  in the same  principal  amount  as the  unpaid
principal  amount of this Debenture and bearing interest at the same annual rate
as this Debenture,  such new Debenture, or Debentures, as the case may be, to be
dated as of the date of this  Debenture  and to be in such  principal  amount as
remains  unpaid and payable to such person or persons,  or order,  as the Payees
may designate in writing.

     8.2 Upon receipt by the Payor of evidence  satisfactory  to it of the loss,
theft, destruction, or mutilation of this Debenture, and (in case of loss, theft
or  destruction)  of an  indemnity  reasonably  satisfactory  to  it,  and  upon
surrender and  cancellation  of this  Debenture,  if  mutilated,  the Payor will
deliver a new Debenture of like tenor in lieu of this  Debenture.  Any Debenture
delivered in accordance  with the provisions of this Section 8 shall be dated as
of the date of this Debenture.

SECTION 9. EXTENSION OF MATURITY.

     Should  the  principal  of or  interest  on this  Debenture  become due and
payable  on other  than a Business  Day,  the  maturity  date  thereof  shall be
extended to the next  succeeding  Business  Day,  and, in the case of principal,
interest shall be payable thereon at the rate per annum herein  specified during
such extension.

SECTION 10. ATTORNEYS' AND COLLECTION FEES.

     Should any  obligation  of Payor under this  Debenture  (including  without
limitation,  the  Indebtedness or any part thereof,  evidenced by this Debenture
and  interest  or any part  thereof)  be



                                      -9-

collected  at law or in equity or in  bankruptcy,  receivership  or other  court
proceedings,  or  this  Debenture  be  placed  in the  hands  of  attorneys  for
collection,  the Payor agrees to pay, in addition to principal  and interest due
and payable hereon,  all reasonable  costs of collection,  including  reasonable
attorneys'  fees and expenses,  incurred by the Payee in collecting or enforcing
this Debenture.

SECTION 11. WAIVERS.

     11.1 The Payor waives presentment,  demand for payment, notice of dishonor,
notice of  protest  and all other  notices or  demands  in  connection  with the
delivery, acceptance, performance or default of this Debenture.

     11.2 No delay by any Payee in exercising any power or right hereunder shall
operate  as a waiver  of any power or right,  nor  shall any  single or  partial
exercise of any power or right preclude other or further  exercise  thereof,  or
the exercise of any other power or right  hereunder or otherwise;  and no waiver
whatsoever or  modification  of the terms hereof shall be valid unless set forth
in writing by any Payee and then only to the extent set forth therein.

SECTION 12. AMENDMENTS AND WAIVERS.

     No  provision  of this  Debenture  may be amended or waived  except if such
amendment  and waiver is in writing and is signed,  in the case of an amendment,
by the Payee, or, in the case of a waiver, by the holders of at least a majority
in the aggregate  principal  amount of the  outstanding  Debentures  (including,
without limitation, PIK Debentures).

SECTION 13. GOVERNING LAW.

     This  Debenture  is made and  delivered  in, and shall be  governed  by and
construed in accordance  with the laws of the State of New York (without  giving
effect to principles of conflicts of laws).

SECTION 14. NOTICES.

     All notices, consents,  requests,  reports, demands or other communications
hereunder  (collectively,  "Notices")  shall  be in  writing  and  may be  given
personally,  by registered  mail, fax or by Federal  Express (or other reputable
overnight delivery service):

         if to Payee, to it at:

         Cahill, Warnock Strategic Partners Fund, L.P.
         c/o Camden Partners, Inc.
         One South Street
         Suite 2150
         Baltimore, MD 21202
         Attention:  David L. Warnock
         Tel:  410.895.3800
         Fax:  410.895.3805



                                      -10-

         with a copy to:

         Wilmer, Cutler & Pickering
         100 Light Street
         Baltimore, MD 21202
         Attention:  Jay Watkins, Esq.
         Tel:  410.986.2800
         Fax: 410.986.2828

         if to Infocrossing, Inc., to it at:

         2 Christie Heights Street
         Leonia, NJ  07605
         Attention:  Zach Lonstein
         Tel:  201.840.8717
         Fax:  201.840.7126

         with a copy to:

         White & Case LLP
         1155 Avenue of the Americas
         New York, New York 10036
         Attn: S. Ward Atterbury, Esq.
         Telephone:  212.819.8331
         Fax:  212.354.8113

or to such other address or such other person as the addressee  party shall have
last  designated  by notice to the other party.  All Notices  shall be deemed to
have been given (i) when delivered  personally,  (ii) three (3) days after being
sent by registered mail with proper postage prepaid,  (iii) upon transmission by
fax and  receipt  of  confirmation  of such  transmission  by the  sender's  fax
machine, or (iv) one day after being sent by Federal Express (or other reputable
overnight delivery service) with proper postage prepaid.

SECTION 15. SEVERABILITY.

     If any  provision  of this  Debenture  is held  in any  jurisdiction  to be
invalid,  prohibited or unenforceable for any reason, such provision, as to such
jurisdiction,   shall  be  ineffective,   without   invalidating  the  remaining
provisions of this Debenture or affecting the validity or enforceability of such
provision  in  any  other  jurisdiction.  Notwithstanding  the  foregoing,  such
provision shall  automatically be amended to the extent (but only to the extent)
necessary  to  make  it  not  invalid,   prohibited  or  unenforceable  in  such
jurisdiction, without invalidating the remaining provisions of this Debenture or
amending or affecting the validity or  enforceability  of such  provision in any
other jurisdiction.



                                      -11-

SECTION 16. ASSIGNMENT.

     Payor may not assign its rights or  obligations  hereunder  to any  Person,
without  the  prior  written  consent  of  Payee,  such  consent  shall  not  be
unreasonably  withheld.  Payee may  assign  any of its  rights  and  obligations
hereunder to any one of its Affiliates.  "Affiliate"  means, with respect to (i)
the Payor, any other Person directly or indirectly  controlling,  controlled by,
or under direct or indirect common control with the Payor;  and (ii) the Payees,
any current or former  members of or any general or limited  partners or retired
partners  of any of the  Payees,  or any  Person  or  entity  that  directly  or
indirectly,  through  one or more  intermediaries,  controls,  with the  general
partner  of the  Payees,  the  Payees.  For the  purposes  of  this  definition,
"control"  when used with  respect to any  Person  means the power to direct the
management and policies of such Person, directly or indirectly,  whether through
the  ownership of voting  securities,  by contract or  otherwise;  and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

SECTION 17. NO IMPAIRMENT.

     The Payor will not, by amendment of its  Certificate  of  Incorporation  or
through  any  reorganization,   transfer  of  assets,   consolidation,   merger,
dissolution,  or any other similar voluntary action,  avoid or seek to avoid the
observance or performance of any of the terms of this Debenture, but will at all
times in good faith use its  reasonable  best  efforts to assist in the carrying
out of all such terms and in the taking of all such  actions as may be necessary
or  appropriate  in order to protect the rights of the Payor against  impairment
due to such event.  Without limiting the generality of the foregoing,  the Payor
will not consolidate with or merge into any other person or entity or permit any
such person or entity to consolidate or merge into the Payor,  unless such other
person (or, in the case of a merger or consolidation in which the Company is the
surviving entity,  the person issuing the securities  involved in such merger or
consolidation)  shall expressly assume in writing and will be bound by all terms
of this Debenture.

                            (Signature page follows)



     IN  WITNESS  WHEREOF,  the  Payor  has duly  executed  and  delivered  this
Debenture as of the date first written above.

                                 INFOCROSSING, INC.



                                 By:
                                    --------------------------------------------
                                     Name:    Zach Lonstein
                                     Title:   Chief Executive Officer and
                                              Chairman of the Board of Directors