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
 
 
     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).
 
 
     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.
 
 
     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.