EXHIBIT 1


June 15, 2006




Mr. Zach Lonstein, Chairman/CEO
Infocrossing Inc.
2 Christie Heights St.
Leonia, NJ  07605

Dear Zach,

My colleagues  and I are grateful for the meetings we have had with you over the
past   months,   during  which  we  have  gained  a  growing   appreciation   of
Infocrossing's  unique  place  in  the  United  States  information   technology
outsourcing  industry.  We  are  very  encouraged  by  the  integration  of  (i)
Structure, the transformative acquisition done last year. We are also supportive
of your concentration on cost savings,  logical customer  expansion  initiatives
and free cash flow generation.

We believe that  Infocrossing's  shares are substantially  undervalued,  and are
supportive of your  initiatives  for value  creation for all  shareholders.  RLR
Capital   Partners  and  RLR  Focus  Fund  are   significant   shareholders   of
Infocrossing,  owning  1,084,191  shares,  which  approximates  5.1%  of  shares
outstanding.

We believe that the coming months will offer  Infocrossing  the  opportunity  to
explore value creating strategic and capital structure  opportunities.  No other
independent   U.S.  company  in  your  industry  offers  the  range  of  service
capabilities you provide. We are confident that you and your board will focus on
the best available  alternatives  to capitalize on your very favorable  industry
positioning in order to enhance shareholder value.

We look forward to our ongoing  dialogue  with you and your board and a mutually
rewarding relationship.

Very Truly Yours,

/s/ Robert L. Rosen
--------------------
Robert L. Rosen
Managing Partner