EXHIBIT 10.15B

          AMENDMENT TO 2002 STOCK OPTION AND STOCK APPRECIATION RIGHTS
                    PLAN OF INFOCROSSING, INC. (THE "PLAN")

            AS APPROVED BY THE BOARD OF DIRECTORS ON JANUARY 21, 2005


Section 6 of the Plan shall be amended and restated in its entirety as follows:

          6. PERIOD OF OPTION AND CERTAIN LIMITATIONS ON RIGHT TO EXERCISE.

          (a) Options shall be exercisable over the Option period as, and at the
     times the Committee determines. The Option period shall be determined by
     the Committee, but shall not exceed ten years from the date of the grant of
     such option (except as provided in (e) below). In the case of an Insider
     ISO, the Option period shall not exceed five years from the date of the
     grant of such Option.

          (b) Except as provided in (c), (d) and (e) below, however, an ISO may
     not be exercised unless the Optionee is then in the employ of the Company
     and shall have been continuously so employed since the date of the grant of
     the Option. Absence on leave approved by the Committee shall not be
     considered a termination of employment for any purpose of the Plan. The
     Committee may, if it or counsel for the Company shall deem it necessary or
     desirable for any reason, require as a condition of exercise, that the
     Optionee (or the purchaser acting under (c) or (e) below) represent in
     writing to the Company at the time of the exercise of such Option that it
     is the Optionee's then intention to acquire the Shares as to which the
     Option is then being exercised for investment and not with a view to the
     distribution thereof.

          (c) Unless otherwise determined by the Board or the Committee, Options
     other than ISOs granted under the Plan to an Optionee shall not be
     transferable otherwise than by will or by the laws of descent and
     distribution, and such Option shall be exercisable, during the Optionee's
     lifetime, only by him or his legal guardian or legal representative. Unless
     otherwise determined by the Board or the Committee, a transfer of an Option
     by will or by the laws of descent and distribution shall not be effective
     unless the Committee shall have been furnished with such evidence as it may
     deem necessary to establish the validity of the transfer.

          (d) Unless otherwise determined by the Board or the Committee, or
     unless earlier terminated in accordance with their terms, all Options of
     any Optionee shall terminate ninety days after any of the following:

               (i) voluntary termination of employment by the Optionee, with or
          without Company consent, or

               (iii) termination of the Optionee's employment by the Company
          other than for cause, or

               (iii) termination of the Optionee's employment because of
          disability, retirement, or because the employing subsidiary has ceased
          to be a subsidiary of the Company and the Optionee did not, prior
          thereto or contemporaneously therewith, become an employee of the
          Company or of another subsidiary, or

               (iv) termination of the Optionee's service as a director or
          consultant of the Company (other than for cause), unless the Optionee
          remains thereafter an employee of the Company; provided, that if the
          employment of an Optionee (or service as a director or consultant)
          shall be terminated for cause (which shall be determined by the
          Committee), all of such Optionee's Options shall terminate as of the
          date of such termination for cause.

          (e) If an Optionee dies while in the employ of the Company or in the
     service of the Company as a director or consultant, or within ninety days
     after the date on which the Optionee ceased to be an employee, director or
     consultant of the Company (other than by reason of termination for cause),
     the Option theretofore granted to the Optionee shall be exercisable by the
     Optionee's estate, or unless otherwise determined by the Board or the
     Committee, by a person who acquired the right to exercise such option by
     bequest or inheritance or by reason of the death of the Optionee, but only
     within a period of twelve calendar months next succeeding such death and
     then only if and to the extent that the Optionee was entitled to exercise
     such Option at the date of death, except that the number of shares may be
     adjusted in accordance with the provisions of Section 8 hereof.

          (f) An ISO, granted under the Plan, in order to remain qualified as
     such, shall be subject to all other limitations on exercise imposed by the
     IRC to qualify for treatment as an ISO.