EXHIBIT 10.20B

                                  AMENDMENT ONE
                             TO EMPLOYMENT AGREEMENT



        This Amendment One to that certain Employment Agreement between
Infocrossing, Inc., a Delaware corporation (the "Company"), and Zach Lonstein
(the "Executive") is effective as of May 9, 2007 (the "Amendment One Effective
Date"). Except as otherwise indicated herein, capitalized terms in this
Amendment One 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 seven
         thousand five hundred dollars ($7,500) to nine thousand five hundred
         eighty three dollars and thirty three cents ($9,583.33).

         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 One
and this Amendment One, this Amendment One will control. This Amendment One 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 One as of
the Amendment One Effective Date.


Infocrossing, Inc.                             Zach Lonstein



By:   /s/ ROBERT B. WALLACH                     /s/ ZACH LONSTEIN
    -----------------------------              -------------------------
       Robert B. Wallach
       President