EXHIBIT 10.15D

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

             AS APPROVED BY THE BOARD OF DIRECTORS ON APRIL 1, 2004


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

          "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

               (ii) 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."