S-3/A

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As filed with the Securities and Exchange Commission on February 2, 2004

Registration No. 333-110173

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

INFOCROSSING, INC.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	13-3252333 (I.R.S. employer identification number)
2 Christie Heights Street Leonia, NJ 07605 (201) 840-4700 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Nicholas J. Letizia, Esq.
Senior Vice President and General Counsel
Infocrossing, Inc.
2 Christie Heights Street
Leonia, NJ 07605
(201) 840-4700
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Robert A. Zuccaro, Esq.
Latham & Watkins llp
885 Third Avenue, Suite 1000
New York, New York 10022
(212) 906-1200

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement, as determined by market conditions.

        If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box.    o

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    ý

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered(1)(2)	Proposed maximum aggregate price per share(3)	Proposed maximum aggregate offering price(3)	Amount of registration fee
Common Stock, par value $.01 per share	13,147,800 shares	$9.25	$121,617,150	$9,838.83(4)

(1)

Includes the registration for resale by the selling stockholders of (i) 9,739,111 shares of common stock presently issued and outstanding and (ii) 3,408,689 shares of common stock issuable upon exercise of related outstanding common stock purchase warrants.

(2)

In the event of a stock split, stock dividend or similar transaction involving the common stock of the registrant, in order to prevent dilution, the number of shares of common stock registered hereby shall be automatically adjusted in accordance with Rule 416 under the Securities Act of 1933, as amended to cover the additional shares of common stock issuable upon exercise of the related outstanding common stock purchase warrants.

(3)

The price is estimated in accordance with Rule 457(c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and is $9.25 the average of the high and low prices of common stock of Infocrossing, Inc. as reported by The Nasdaq National Market on October 24, 2003.

(4)

Previously paid with the filing of the original registration statement being amended hereby.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a) may determine.

EXPLANATORY NOTE

        The sole purpose of this amendment to this registration statement is to file exhibits 10.1A through 10.2D attached as exhibits hereto.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

        The following table sets forth the fees and expenses in connection with the resales of the securities registered hereunder. We will pay all of the costs identified below. Except for the SEC registration fee, all amounts are estimates.

SEC registration fee		$	9,838.83
Legal fees and expenses			100,000.00
Accounting fees and expenses			10,000.00
Miscellaneous expenses			5,161.17
	Total	$	125,000.00

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Infocrossing, Inc. is a Delaware corporation. Subsection (b)(7) of Section 102 of the Delaware General Corporation Law (the "Delaware General Corporation Law") enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for violations of the director's fiduciary duty, except (1) for any breach of the director's duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) pursuant to Section 174 of the Delaware General Corporation Law (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (4) for any transaction from which a director derived an improper personal benefit.

        Article 9 of Infocrossing, Inc.'s Certificate of Incorporation, as amended, provides that "the directors shall have the authority to provide in the by-laws for the indemnification of directors and officers to the fullest extent permitted by law."

        Subsection (a) of Section 145 of the Delaware General Corporation Law empowers a corporation to indemnify any director or officer, or former director or officer, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding provided that such director or officer acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, provided further that such director or officer had no reasonable cause to believe his conduct was unlawful.

        Subsection (b) of Section 145 empowers a corporation to indemnify any director or officer, or former director or officer, who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit provided that such director or officer acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification may be made in respect to any claim, issue or matter as to which such director or officer shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

        Section 145 further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys fees) actually and reasonably incurred by him in connection therewith; that indemnification and advancement of expenses provided for, by, or granted pursuant to Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and empowers the corporation to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him or incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liabilities under Section 145.

        Article VIII, Section 1 of the By-Laws of Infocrossing, Inc. provides:

        "The Corporation shall indemnify any present or former officer or director of the Corporation or the personal representatives thereof, to the fullest extent permitted by the General Corporation Law."

        Infocrossing, Inc. maintains insurance covering itself and its officers and directors against certain liabilities incurred in their capacities as such.

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ITEM 16. EXHIBITS.

        This Registration Statement includes the following exhibits:

Exhibit Number	Description
3.1A	Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to Infocrossing's Form 10-KSB for the period ended October 31, 1999.
3.1B	Certificate of Amendment to Infocrossing's Restated Certificate of Incorporation, filed May 8, 2000 to increase the number of authorized shares and to remove Article 11, incorporated by reference to Exhibit 3.1B to Infocrossing's Form 10-Q for the period ended April 30, 2000.
3.1C*	Certificate of Elimination, dated as of October 23, 2003, eliminating all outstanding shares of Infocrossing's redeemable 8% series A cumulative convertible participating preferred stock due 2007.
3.2	Amended and Restated By-Laws, incorporated by reference to Exhibit 3.2 to Infocrossing's Form 10-KSB for the period ended October 31, 1999.
4.1*	Form of certificate for common stock.
4.2*	Form of Warrant, dated as of October 21, 2003.
4.3	Securities Purchase Agreement, dated as of October 16, 2003, by and among Infocrossing, Inc. and the purchasers listed on the signature pages thereto incorporated by reference to Exhibit 4.1 to Infocrossing's Current Report on Form 8-K filed October 22, 2003.
4.4	Registration Rights Agreement, dated as of October 16, 2003, between Infocrossing, Inc. and the investors named on the signature pages thereto incorporated by reference to Exhibit 4.2 to Infocrossing's Current Report on Form 8-K filed October 22, 2003.
4.5	Exchange Agreement, dated as of October 16, 2003, by and among the Company and holders of series A preferred stock and series A warrants incorporated by reference to Exhibit 4.3 to Infocrossing's Current Report on Form 8-K filed October 22, 2003.
5.1*	Opinion of Latham & Watkins LLP.
10.1A†	Master Services Agreement dated as of May 24, 2001 among Infocrossing, Inc., Alicomp, a Division of Alicare, Inc. and ADT Security Services, Inc.
10.1B†	Amendment to Master Services Agreement among Infocrossing, Inc., Alicomp, a Division of Alicare, Inc. and ADT Security Services, Inc. dated as of January 11, 2002.
10.2A†	Computer Services Agreement dated as of March 21, 1997 by and between Computer Outsourcing Services, Inc. and Alicomp, a Division of Alicare, Inc.
10.2B†	Marketing Agreement dated as of March 21, 1997 by and between Computer Outsourcing Services, Inc. and Alicomp, a Division of Alicare, Inc.
10.2C	Extension Agreement dated as of October 1, 2002 by and between Infocrossing, Inc. (formerly known as Computer Outsourcing Services, Inc.) and Alicomp, a Division of Alicare, Inc.
10.2D	Extension Agreement dated as of December 30, 2003 by and between Infocrossing, Inc. (formerly known as Computer Outsourcing Services, Inc.) and Alicomp, a Division of Alicare, Inc.
23.1*	Consent of Ernst & Young LLP, independent auditors.

II-3

23.2*	Consent of Latham & Watkins LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on the signature page of the original Registration Statement filed on October 31, 2003, being amended hereby).
99.1	Term Loan Agreement, dated as of October 21, 2003, by and among the Company, the Lenders named therein, and Infocrossing Agent, Inc. incorporated by reference to Exhibit 10.1 to Infocrossing's Current Report on Form 8-K filed October 22, 2003.
99.2	Guaranty and Security Agreement, dated as of October 21, 2003, by and among the Company, the Company's subsidiaries, and Infocrossing Agent, Inc. incorporated by reference to Exhibit 10.2 to Infocrossing's Current Report on Form 8-K filed October 22, 2003.

*

Previously filed.

†

Portions of this exhibit have been omitted pursuant to a request for confidential treatment.

ITEM 17. UNDERTAKINGS.

(a)

The undersigned registrant hereby undertakes:



(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:



(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;



(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of shares of common stock offered (if the total dollar value of shares of common stock offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and



(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that information required to be included in a post-effective amendment by paragraphs (a)(1)(i) and (a)(1)(ii) above may be contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(3)

To remove from registration by means of a post-effective amendment any of the shares of common stock being registered which remain unsold at the termination of the offering.

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        The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        To the extent that indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the Commission's opinion, this indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. If a claim for indemnification against these liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by a director, officer or controlling person of the registrant in connection with these securities, the registrant will submit to a court of appropriate jurisdiction the question of whether indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of this issue, unless its counsel advises it that the issue has been settled by controlling precedent.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Leonia, State of New Jersey, on February 2, 2004.

INFOCROSSING, INC.
By:	/s/  WILLIAM J. MCHALE William J. McHale Senior Vice President of Finance

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 3 to the Registration Statement has been signed by or on behalf of the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/  *ZACH LONSTEIN Zach Lonstein	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	February 2, 2004
/s/  *WILLIAM J. MCHALE William J. McHale	Senior Vice President of Finance (Principal Financial Officer and Principal Accounting Officer)	February 2, 2004
/s/  *PETER DAPUZZO Peter DaPuzzo	Director	February 2, 2004
/s/  *KATHLEEN A. PERONE Kathleen A. Perone	Director	February 2, 2004
/s/  *MICHAEL B. TARGOFF Michael B. Targoff	Director	February 2, 2004
/s/  *ROBERT B. WALLACH Robert B. Wallach	Director	February 2, 2004

*By:
/s/  WILLIAM J. MCHALE William J. McHale
Attorney-in-fact

II-6

INFOCROSSING, INC.
REGISTRATION STATEMENT ON FORM S-3

Exhibit Number	Description
3.1A	Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to Infocrossing's Form 10-KSB for the period ended October 31, 1999.
3.1B	Certificate of Amendment to Infocrossing's Restated Certificate of Incorporation, filed May 8, 2000 to increase the number of authorized shares and to remove Article 11, incorporated by reference to Exhibit 3.1B to Infocrossing's Form 10-Q for the period ended April 30, 2000.
3.1C*	Certificate of Elimination, dated as of October 23, 2003, eliminating all outstanding shares of Infocrossing's redeemable 8% series A cumulative convertible participating preferred stock due 2007.
3.2	Amended and Restated By-Laws, incorporated by reference to Exhibit 3.2 to Infocrossing's Form 10-KSB for the period ended October 31, 1999.
4.1*	Form of certificate for common stock.
4.2*	Form of Warrant, dated as of October 21, 2003.
4.3	Securities Purchase Agreement, dated as of October 16, 2003, by and among Infocrossing, Inc. and the purchasers listed on the signature pages thereto incorporated by reference to Exhibit 4.1 to Infocrossing's Current Report on Form 8-K filed October 22, 2003.
4.4	Registration Rights Agreement, dated as of October 16, 2003, between Infocrossing, Inc. and the investors named on the signature pages thereto incorporated by reference to Exhibit 4.2 to Infocrossing's Current Report on Form 8-K filed October 22, 2003.
4.5	Exchange Agreement, dated as of October 16, 2003, by and among the Company and holders of series A preferred stock and series A warrants incorporated by reference to Exhibit 4.3 to Infocrossing's Current Report on Form 8-K filed October 22, 2003.
5.1*	Opinion of Latham & Watkins LLP.
10.1A†	Master Services Agreement dated as of May 24, 2001 among Infocrossing, Inc., Alicomp, a Division of Alicare, Inc. and ADT Security Services, Inc.
10.1B†	Amendment to Master Services Agreement among Infocrossing, Inc., Alicomp, a Division of Alicare, Inc. and ADT Security Services, Inc. dated as of January 11, 2002.
10.2A†	Computer Services Agreement dated as of March 21, 1997 by and between Computer Outsourcing Services, Inc. and Alicomp, a Division of Alicare, Inc.
10.2B†	Marketing Agreement dated as of March 21, 1997 by and between Computer Outsourcing Services, Inc. and Alicomp, a Division of Alicare, Inc.
10.2C	Extension Agreement dated as of October 1, 2002 by and between Infocrossing, Inc. (formerly known as Computer Outsourcing Services, Inc.) and Alicomp, a Division of Alicare, Inc.
10.2D	Extension Agreement dated as of December 30, 2003 by and between Infocrossing, Inc. (formerly known as Computer Outsourcing Services, Inc.) and Alicomp, a Division of Alicare, Inc.
23.1*	Consent of Ernst & Young LLP, independent auditors.
23.2*	Consent of Latham & Watkins LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on the signature page of the original Registration Statement filed on October 31, 2003, being amended hereby).
99.1	Term Loan Agreement, dated as of October 21, 2003, by and among the Company, the Lenders named therein, and Infocrossing Agent, Inc. incorporated by reference to Exhibit 10.1 to Infocrossing's Current Report on Form 8-K filed October 22, 2003.
99.2	Guaranty and Security Agreement, dated as of October 21, 2003, by and among the Company, the Company's subsidiaries, and Infocrossing Agent, Inc. incorporated by reference to Exhibit 10.2 to Infocrossing's Current Report on Form 8-K filed October 22, 2003.

*

Previously filed.

†

Portions of this Exhibit have been omitted pursuant to a request for confidential treatment.

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PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
INFOCROSSING, INC. REGISTRATION STATEMENT ON FORM S-3

EX-10.1A

                                                                   Exhibit 10.1A

                                                        Confidential portion has
                                                        been omitted and filed
                                                        separately with the
                                                        Commission

                                                                  EXECUTION COPY

                            MASTER SERVICES AGREEMENT

     THIS MASTER SERVICES AGREEMENT (the "Agreement"), dated as of May 24, 2001
(the "Effective Date"), is made and entered into by and between INFOCROSSING,
INC., a corporation organized under the laws of the State of Delaware
("Infocrossing"), and ALICOMP, A DIVISION OF ALICARE, INC., a corporation
organized under the laws of the State of New York ("Alicomp") (collectively, and
jointly and severally, Infocrossing and Alicomp shall hereinafter be referred to
as "IFOX"), on the one hand, and ADT SECURITY SERVICES, INC., a corporation
organized under the laws of Delaware ("ADT"), on the other hand.

                                    RECITALS

     A.   ADT is in the process of evaluating and reorganizing its computer and
information technology departments. For this purpose, ADT has chosen IFOX as one
of its strategic information technology providers and has agreed to engage IFOX
on a non-exclusive basis to provide certain Services, as defined and described
in Article 1, in accordance with the terms of this Agreement.

     B.   IFOX has agreed to provide the Services to ADT, in accordance with the
terms of this Agreement for the Term, as defined below.

     In consideration of the foregoing recitals, and the obligations stated
below, IFOX and ADT agree as follows:


                             ARTICLE 1. DEFINITIONS


     As used in this Agreement, the following terms will have the following
meanings:

     "ADDITIONAL SERVICES" means services provided to ADT by IFOX (other than
the Services) pursuant to a Change Order authorizing same.

     "AFFILIATE" means, with respect to any entity, any entity directly or
indirectly controlling, controlled by, or under common control with such entity
by virtue of direct or indirect ownership of any of such entity's voting
securities, or by way of credit or management agreement, or otherwise.

     "ADT INDEMNITEES" means ADT, its Affiliates, and its and their respective
directors, officers, employees, agents, successors and assigns.



     "ADT PROJECT EXECUTIVE" means the ADT employee to whom all communications
from IFOX may be addressed and who has the authority to act for ADT in
connection with the day-to-day matters of this Agreement. Any written notice,
demand or other communication in respect of matters other than the day-to-day
provision of the Services will be addressed to the person or persons specified
in Section 12.2.

     "APPLICATION SOFTWARE" means any application software owned or provided by
ADT residing on the IBM Mainframe.

     "BASE CHARGES" mean the Charges listed in Section 2.0 of Schedule C.

     "CHANGE CONTROL DOCUMENT" means the document that IFOX prepares in response
to a change request, and, which if accepted, is signed by ADT, in accordance
with Article 5.

     "CHANGE ORDER" means a change approved by both IFOX and ADT in accordance
with the procedures in Article 5 pursuant to a Change Control Document executed
by both IFOX and ADT.

     "CHARGES" means the monetary amounts for which ADT is responsible
hereunder, or that are payable hereunder by ADT to IFOX, for Services, starting
on the Commencement Date, all of which are described by and adjusted pursuant to
the provisions of Schedule C, which includes charges for Additional Services
when those Additional Services commence pursuant to a Change Order.

     "COMMENCEMENT DATE" means October 1, 2001.

     "CONFIDENTIAL INFORMATION" shall have the meaning defined in Section 6.1.

     "CONVENIENCE TERMINATION FEE" means the amount payable under Section 7.0 of
Schedule C upon termination of this Agreement by ADT for convenience, as
provided in Article 11.6.

     "CONTRACT YEAR" means any period of 365 days commencing on the Commencement
Date (or any subsequent anniversary thereof) and continuing until the day before
the next anniversary of the Commencement Date.

     "EQUIPMENT" means computer hardware, telecommunications hardware, and all
peripheral equipment associated with either computer or telecommunications
hardware used to perform the Services, including, but not limited to, the IBM
Mainframe.

     "IBM MAINFRAME" means an IBM zSeries 900 Server with 449 MIPS and three
Terabytes of usable DASD with Mirroring (IBM Shark) Virtual Tape Storage and
Standard 3490 and 3590 Tape Subsystems as needed, and all peripheral Equipment.

                                        2


     "IFOX ACCOUNT EXECUTIVE" means an employee of IFOX to whom all
communications from ADT may be addressed and who has the authority to act for
IFOX in connection with the day-to-day matters of this Agreement. Any written
notice, demand or other communication in respect of matters other than the
day-to-day performance of the Services will be addressed to the person or
persons specified in Section 12.2.

     "IFOX ACCOUNT MANAGER" means the person designated by the IFOX Account
Executive who has the authority to act for the IFOX Account Executive (and
therefore, IFOX) in connection with the day-to-day performance of the Services
pursuant to this Agreement.

     "IFOX INDEMNITEES" means IFOX, its Affiliates, and its and their respective
directors, officers, employees, agents, successors and assigns.

     "IFOX OUTSOURCING CENTER" means the IFOX facility where IFOX performs all
Services, located in Leonia, New Jersey on the Commencement Date, or such other
location thereafter as may be mutually agreed upon by IFOX and ADT in a Change
Order.

     "INITIAL TERM" means the initial term of four (4) years beginning on the
Commencement Date.

     "KEY IFOX PERSONNEL" means the IFOX employees from time-to-time assigned to
the positions listed on Schedule A.

     "MATERIAL OPERATIONS CHANGE" means a material change in the nature of ADT's
operations or its computer or data processing requirements occurring after the
Commencement Date which (i) was neither disclosed by ADT nor otherwise known or
reasonably foreseeable by IFOX as of the Commencement Date, and (ii) requires
capacity in excess of the IBM Mainframe and improvements beyond the scope of the
Services and Additional Services.

     "NON-DISCLOSURE AGREEMENTS" means the two (2) non-disclosure letter
agreements, each dated as of April 1, 1999, by and between (i) Infocrossing and
ADT, and (ii) Alicomp and ADT

     "OUT-OF-POCKET EXPENSES" means the reasonable, out-of-pocket expenses
actually incurred and paid by IFOX to unaffiliated third parties with ADT's
prior, written authorization, for Equipment (other than the IBM Mainframe),
materials, supplies, software (other than Third Party Software), licenses,
maintenance, travel, lodging, or other services provided by IFOX directly and
exclusively to ADT as part of the Services, including related taxes, duties,
shipping, and insurance, and which are expressly and specifically designated for
reimbursement by ADT to IFOX hereunder.

                                        3


     "PARTY" or "PARTIES" means each of Infocrossing, Alicomp, and ADT,
individually or collectively.

     "PROPRIETARY RIGHTS" means all patents, inventions, trade secrets,
trademarks, service marks, copyrights, and other proprietary and intellectual
property rights, world-wide, whether now existing or arising hereafter.

     "REIMBURSABLE EXPENSES" means certain Out-of-Pocket Expenses to be paid to
IFOX pursuant to Section 3.0 of Schedule C.

     "RENEGOTIATED INITIAL TERM" means an extension of the duration of the
Initial Term as may be mutually agreed in writing by the Parties in their sole
discretion in a written amendment hereto.

     "RENEWAL TERM" means any one of the three (3) one-year renewals authorized
by Section 11.2.

     "SERVICES" means the services described in Schedule A (as it may be amended
from time-to-time in writing pursuant to this Agreement) and which are provided
(or to be provided) by IFOX to ADT or, at the direction of ADT, to an Affiliate
of ADT.

     "SERVICE LEVELS" mean the various objective, measurable performance
standards described in Schedule B, and any additions to Schedule B to reflect
Service Levels for Additional Services, and applied during the Term to assess
IFOX's performance, in accordance with Schedule B.

     "STEERING COMMITTEE" means the joint advisory committee as described in
Section 5.1, consisting of up to six (6) members.

     "TERM" means the term of this Agreement as described by Sections 11.1 and
11.2, consisting of, collectively, the Initial Term, any Renegotiated Initial
Term, and any Renewal Term(s), subject to any early termination of any of the
foregoing hereunder.

     "THIRD PARTY CONTRACT" means any written or oral agreement or understanding
between IFOX and any third party for the purchase, sale, lease, license, or
other acquisition or provision of any and all Equipment (including, but not
limited to, the IBM Mainframe), Third Party Software, or other real or personal
property, manpower, services, or other resources.

     "THIRD PARTY SOFTWARE" means the software listed on Schedule D, and any and
all updates, upgrades, and substitutions thereof and/or thereto hereunder.

                            ARTICLE 2. IFOX SERVICES

                                        4


SECTION 2.1 IFOX ACCOUNT EXECUTIVE

     IFOX will designate, prior to the Commencement Date, a person who will be
the IFOX Account Executive. The IFOX Account Executive will designate, prior to
the Commencement Date, a person who will be the IFOX Account Manager.

SECTION 2.2 KEY IFOX PERSONNEL

     Assignments of IFOX personnel to positions designated as Key IFOX Personnel
will be subject to ADT's prior written approval, following review of the
individual's resume and, upon ADT's request, an interview with ADT. ADT agrees
to consult with IFOX concerning any objections ADT may have to a proposed
assignment or reassignment of IFOX's personnel.

SECTION 2.3 CERTAIN REPLACEMENTS

     ADT may require for reasonable cause that IFOX remove any IFOX personnel
working at an ADT facility provided that: (a) ADT will provide to IFOX an
explanation in reasonable detail of its reasons and (b) IFOX will be given
fifteen (15) days to resolve the matter to ADT's satisfaction or remove said
IFOX personnel (except in urgent circumstances, such as serious misconduct, when
IFOX will remove the IFOX personnel immediately). If removal of any IFOX
personnel will adversely impact IFOX's ability to provide the Services, IFOX may
invoke the dispute resolution process described in Article 10.

SECTION 2.4 PROVISION OF SERVICES

     During the Term, IFOX will provide to ADT, and ADT will obtain from IFOX,
the Services and Additional Services, on a non-exclusive basis, subject to and
in accordance with the provisions of this Agreement.

     IFOX will provide and perform the Services to and for ADT: (i) at the IFOX
Outsourcing Center; (ii) on the IBM Mainframe; (iii) using the Third Party
Software; and (iv) with Key IFOX Personnel. The IBM Mainframe and any Third
Party Software not procured by IFOX under an enterprise license shall be
dedicated solely and exclusively to ADT on a full-time basis and shall only be
used to perform Services for ADT and for no other person, entity, or purpose.
IFOX shall deliver all Services to ADT throughout the Term in compliance with
the requirements of this Section 2.4 (the "Fixed Requirements"), except to the
extent that such Fixed Requirements are specifically and expressly modified in a
Change Order.

SECTION 2.5 SERVICE LEVELS

                                        5


     IFOX will ensure that its performance of the Services will meet or exceed
each of the applicable Service Levels hereunder, unless IFOX and ADT otherwise
agree in writing in a Change Order that some other standard of performance will
apply to a particular Service or function. If the Service is inoperable or
unavailable to ADT (other than as a result of the causes excluded in Section
2.7) for any period during Term, the Monthly Base Charges shall abate and/or, if
previously paid by ADT, shall be refunded to ADT, on a pro-rata basis for the
period of such inoperability or unavailability, in addition to ADT's other
rights and remedies for such failure hereunder, at law, or in equity.

SECTION 2.6 REVIEW AND REVISION OF SERVICE LEVEL

     Periodically, as appropriate, or as agreed in the relevant Schedules, and
at least once during each Contract Year, the parties will review the Service
Levels and, if they agree, adjust the Service Levels to reflect appropriate
changes in circumstances, including without limitation: (a) adjusting Service
Levels to reflect improved performance capabilities associated with advances in
the technology and methods used generally to perform similar services or (b)
adjusting Service Levels to reflect service or resource reductions requested or
approved by ADT. Any such mutually agreed upon changes will be solely by Change
Order or other written agreement signed by IFOX and ADT amending the applicable
Schedules.

SECTION 2.7 EXCLUSIONS

     Degradations of system performance occurring after IFOX provides ADT with
written notice thereof will not constitute IFOX's failure to meet applicable
Service Levels if any such noticed degradation or failure is attributable,
directly and solely, to any one or more of the following causes:

     a.   Force Majeure Events (as defined in Section 5.6);

     b.   ADT's negligent errors, omissions, or breaches of this Agreement;

     c.   Negligent acts or omissions of ADT's third party contractors (other
          than IFOX, its Affiliates, or any of their respective employees,
          agents, representatives, or contractors (each, an "IFOX Entity"));

     d.   IFOX's compliance with specific, authorized instructions given by the
          ADT Project Executive (or its designees acting within the scope of
          their authority) to IFOX after the Commencement Date, including, but
          not limited to, ADT's refusal to approve IFOX's performance of
          regularly scheduled maintenance of Equipment in accordance with the
          Equipment manufacturer's maintenance schedule for such Equipment;

                                        6


     e.   Infringements of third party proprietary rights by ADT or its third
          party contractors (other than an IFOX Entity);

     f.   Willful misconduct or violations of law by ADT or its third party
          contractors (other than an IFOX Entity);

     g.   Material defects in Application Software not created by any IFOX
          Entity;

     h.   Initial manifestations of latent, material defects in Third Party
          Software, provided that (and for so long as) such defects (i) were
          unknown to IFOX at the time it procured the Third Party Software, (ii)
          could not be detected or prevented by IFOX's performance of the
          Services applicable to such Third Party Software as required
          hereunder, and (iii) cannot be cured by IFOX despite its continued
          performance of the Services with respect to such Third Party Software
          in accordance with this Agreement ("Third Party Software Defects");

     i.   Service or resource reductions requested or approved by ADT and agreed
          by IFOX and ADT through Change Orders;

     j.   Material Operations Changes;

     k.   Failures to meet Service Levels due to IFOX's operating ADT's disaster
          recovery plan in accordance with its terms as described in Schedule A;
          or

     l.   Testing of the IBM Mainframe by "ADT's Auditors" during any audit
          conducted pursuant to Section 2.11.

Notwithstanding the foregoing, failures to meet Service Levels resulting from
Force Majeure Events and Third Party Software Defects shall be included for the
purposes of Section 11.4.

SECTION 2.8 SPECIFIC CHANGES RELATED TO DELIVERY OF THE SERVICES

     IFOX will provide, pay for, maintain, support and manage all IFOX and
subcontractor resources used to provide Services as required by this Agreement,
at IFOX's cost and expense. Except as may be necessary on an emergency basis to
maintain the continuity of the Services at no additional charge to ADT, IFOX
shall not, without ADT's prior written consent (which consent shall not be
unreasonably withheld), modify either the (i) composition or nature of the
Services or (ii) manner in which the Services are provided or delivered to ADT.
Subject to compliance with the Fixed Requirements, IFOX reserves the right to
make temporary resource changes only as is absolutely necessary to continue
performing Services for ADT in the event of any emergency caused by a Force
Majeure Event, at no additional charge to ADT. Except for ADT's payment of
Reimbursable

                                        7


Expenses to IFOX as provided herein, IFOX shall, at its sole cost and expense,
under Third Party Contracts, procure, provide, maintain, administer, support,
and pay for any and all manpower, tangible and intangible property (including,
but not limited to, all Third Party Software and Equipment), facilities,
services, software, hardware, and other resources of any kind or nature
whatsoever used or required to perform the Services for ADT in accordance with
terms and conditions contained herein.

SECTION 2.9  RIGHT TO PERFORM SERVICES FOR OTHERS

     ADT recognizes that IFOX's personnel providing Services to ADT under this
Agreement may perform similar services from time-to-time for other persons, and
this Agreement will not prevent IFOX from using such personnel (or any Equipment
other than that the Equipment excluded below) for the purpose of performing such
similar services for such third parties (collectively, "Competing Services"),
including competitors of ADT; provided, however, that (i) IFOX complies with its
obligations concerning ADT's Confidential Information and Proprietary Rights,
and (ii) IFOX does not use the IBM Mainframe, any Third Party Software not
procured by IFOX under an enterprise license, Application Software, or any
property or services for which ADT has reimbursed IFOX in full hereunder
(collectively, "ADT Resources") to provide or perform any Competing Services; it
being agreed that all ADT Resources shall be dedicated solely and exclusively to
ADT and IFOX's performance of the Services for ADT hereunder, and for no other
purpose whatsoever.

     Similarly, ADT is retaining IFOX to perform the Services and any Additional
Services on a non-exclusive basis, and ADT may, during the Term, and without
waiving any default by IFOX hereunder, itself internally perform and/or retain
third party suppliers, including, but not limited to, competitors of IFOX, to
perform any service, function, responsibility, activity or task that is within
the scope of the Services or would constitute an Additional Service hereunder.

SECTION 2.10 SUBCONTRACTS

     IFOX shall not disclose any of ADT's Confidential Information to any IFOX
Affiliate, subcontractor, or agent (collectively, "Subcontractor(s)") without
ADT's prior written consent. IFOX may delegate performance of any of its duties,
obligations and responsibilities hereunder (except for housing the IBM
Mainframe) to any Subcontractor at IFOX's sole cost and expense; except that (i)
IFOX may not delegate such performance to any entity which is itself or any of
whose Affiliates are direct or potential competitors of ADT or to any vendors
which are themselves or any of whose Affiliates are in the electronic security
industry without ADT's prior written consent, (ii) IFOX may not provide any
Subcontractor with any access to the IBM Mainframe or ADT Confidential
Information without ADT's prior written consent; (iii) IFOX may not provide any
Subcontractor with any access to the IBM Mainframe or ADT Confidential
Information until such Subcontractor has executed and delivered to IFOX a
nondisclosure agreement consistent

                                        8


with Section 6.1 and the terms of this Agreement, and (iv) IFOX may not delegate
or subcontract a material portion of the Services to any individual
Subcontractor or any group of Subcontractors taken in the aggregate. IFOX shall
cause each Subcontractor to comply with (A) its respective nondisclosure
agreement, and (B) all of IFOX's applicable obligations hereunder, and IFOX
shall remain responsible and liable to ADT for any failure by any Subcontractor
to so comply. IFOX will also remain directly and primarily responsible to ADT
for (I) the timely and proper performance of all delegated and subcontracted
Services and obligations in accordance with the terms and conditions of this
Agreement, (II) safeguarding ADT's Confidential Information disclosed to or used
by IFOX's Subcontractors in accordance with the Nondisclosure Agreement, and
(III) all other acts and omissions of each of its Subcontractors to the same
extent as if such acts or omissions were committed by IFOX itself.

SECTION 2.11 AUDITORS

     IFOX will assist ADT and ADT's Affiliates in meeting their audit and
regulatory requirements, as they relate to IFOX and the Services, to enable ADT,
ADT's Affiliates and their respective auditors ("ADT AUDITORS") to conduct
appropriate audits as required by law, generally accepted accounting principles,
generally accepted accounting standards, industry practices, or which have been
customarily performed by ADT or ADT's Affiliates. ADT, ADT's Affiliates and ADT
Auditors will have access to ADT's data and to IFOX's records concerning the
Services and IFOX's performance thereof, the Charges, Out of Pocket Expenses,
and the Reimbursable Expenses, but will otherwise have no access to other IFOX
data, data of other IFOX clients, or IFOX's costs. ADT Auditors will observe
such security procedures as IFOX may reasonably require to protect its
proprietary information and that of its clients. If IFOX's provision of services
related to an audit or other review by ADT, ADT's Affiliates, or an ADT Auditor
under this Section 2.11 ("Audit(s)"), including, but not limited to, the initial
financial or technical audit conducted during any Contract Year, requires IFOX
to use additional computer resources which IFOX would not otherwise use in the
performance of the Services, then ADT will pay IFOX for such reasonable,
additional usage of such computer resources at rates mutually agreed upon
between ADT and IFOX in writing in advance (collectively, "Mutually Agreed Upon
Rates"); provided, however, that prior to utilizing any such additional computer
resources, IFOX shall advise ADT of same and obtain ADT's prior written approval
thereto. If IFOX's provision of services related to an Audit, excluding the
initial financial or technical Audit conducted during any Contract Year by ADT,
an ADT Affiliate, or an ADT Auditor (the "Initial Audit Resource Exemption"),
requires IFOX to use additional resources other than computer resources
(collectively, "Miscellaneous Resources") which IFOX would not otherwise use in
the performance of the Services, then ADT will pay IFOX for such reasonable,
additional Miscellaneous Resources at the rates specified for Additional
Services in Section 6 of Schedule C, or if no rate is so specified, at Mutually
Agreed Upon Rates; provided, however, that prior to utilizing any such
additional Miscellaneous Resources, IFOX shall advise ADT of same and obtain
ADT's prior written approval thereto.

                                        9


     ADT, ADT Affiliates, and the ADT Auditors may, at ADT's expense, also (1)
verify the accuracy of Charges and Reimbursable Expenses billed to ADT; (2)
examine IFOX's performance of the Services, including auditing (A) general
controls and security practices and procedures, and/or (B) disaster recovery and
back-up procedures; and/or (3) conduct any other Audit necessary to enable ADT
and/or ADT's Affiliates to meet applicable regulatory requirements. Any Audits
conducted pursuant to this Section 2.11 will be at ADT's expense; provided,
however, that all reasonable costs incurred by ADT in conducting any such
financial Audit shall be reimbursed by IFOX in the event that such financial
Audit reveals payment errors in ADT's favor of five percent (5%) or more. ADT's
audit rights will survive expiration or termination of this Agreement for a
period of three (3) years. IFOX will maintain accurate, complete, and timely
books and records establishing an audit trail of all Charges and Reimbursable
Expenses and all other transactions relating to this Agreement for three (3)
years following completion of the relevant Contract Year. IFOX shall provide all
such books and records to ADT, ADT's Affiliates, and the ADT Auditors for
inspection and copying during each Audit.

     At ADT's request, IFOX will permit and assist third parties designated by
ADT, including, but not limited to, ADT's "affinity partners," in their
performance of audits and reviews of the books, records, and systems available
for audit and review by ADT Auditors (collectively, "Third Party Audits"). Third
Party Audits shall be subject to the same rates, terms, and conditions as are
applicable to ADT Audits; provided, however, that there shall be no Initial
Audit Resource Exemption for any Miscellaneous Resources expended by IFOX in any
Third Party Audit.


                         ARTICLE 3. ADT RESPONSIBILITIES


SECTION 3.1 ADT PROJECT EXECUTIVE

     ADT will designate, prior to the Commencement Date, a person who will be
the ADT Project Executive. ADT may change the ADT Project Executive from
time-to-time on reasonable written notice to IFOX.

SECTION 3.2  Intentionally Deleted

SECTION 3.3  Intentionally Deleted

SECTION 3.4 SOFTWARE MAINTENANCE AND UPGRADES

     Effective on the Commencement Date and continuing, during the Term, IFOX
will provide and be responsible for the day-to-day maintenance and support of
and for all software listed on Schedule D (a.k.a., the Third Party Software).
All maintenance and

                                       10


support of Third Party Software (including, but not limited to, procurement,
installation, testing, support, and maintenance of all upgrades and updates of
and to Third Party Software) shall be provided and performed by IFOX as part of
the Services and is included in the Base Charges.

     ADT may, through the Change Order process, direct IFOX to install and
operate any new or upgraded or additional Third Party Software not listed on
Schedule D (collectively, "New Third Party Software"). All costs for licenses,
upgrades, or additional maintenance for New Third Party Software are
Reimbursable Expenses, and IFOX shall be paid for such costs in accordance with
Schedule C.

SECTION 3.5 SUPPORT SERVICES

     Subject to the terms and conditions contained in this Agreement, ADT will:

     a.   perform its responsibilities, in all material respects, in accordance
          with the Schedules and otherwise in accordance with ADT's practices
          and policies as of the Commencement Date;

     b.   Intentionally Deleted;

     c.   make responsible members of its organization reasonably available on a
          part-time basis as and when reasonably required to consult with IFOX
          concerning the Services;

     d.   give all reasonable assistance and, subject to the prior, written
          agreement of ADT, be responsible for such other activities and
          functions as may be so specifically agreed upon by ADT and are
          reasonably required to enable IFOX to provide the Services; and

     e.   perform, in all material respects, the other functions and services
          specifically required to be performed by ADT under this Agreement,
          including in the attached Schedules.

                     ARTICLE 4. NONSOLICITATION OF EMPLOYEES


     During the Term and for one (1) year thereafter, no Party will directly or
indirectly solicit any employee of another Party to leave such other Party's
employ in order to accept employment with the first Party, its Affiliates,
actual or prospective contractors, or any person acting in concert with the
first Party, without the other Party's prior written consent. The Parties agree
that a Party that breaches this Article 4 shall pay the injured Party an amount
equal to the applicable person's then current annual salary as liquidated
damages, and not as a penalty, for such breach.

                                       11


                       ARTICLE 5. CONTRACT ADMINISTRATION


SECTION 5.1 STEERING COMMITTEE

     On or prior to the Commencement Date, IFOX and ADT will establish a six (6)
person Steering Committee by designating in writing three (3) members each. IFOX
and ADT each may at any time change one or more of its designated members upon
written notice to the other Party. The Steering Committee will: (a) review
performance objectives and measurements on a quarterly basis and (b) attempt to
resolve disputes between IFOX and ADT.

SECTION 5.2 REQUEST FOR CHANGE IN SERVICES

     All requests by ADT or IFOX for changes or additions to the Services or
Service Levels or Charges or any other aspect of this Agreement are subject to
the procedures concerning Change Control Documents and Change Orders ("Change
Control Procedures") in this Article and shall require and be only as set forth
in a Change Order. ADT may at any time during the Term request that the Services
or Service Levels be revised to accommodate ADT's business requirements. IFOX
may at any time propose changes through preparation, at IFOX's expense, and
delivery to ADT of a Change Control Document, as provided below.

SECTION 5.3 IFOX'S RESPONSE TO A REQUEST

     The IFOX Account Executive will assess the impact of the desired change on:
(a) the total cost of the Services; (b) the Service Levels; and (c) any further
areas which, in the reasonable opinion of the IFOX Account Executive, are likely
to be affected by the requested change. IFOX will prepare a Change Control
Document describing the change, the cost of the change, any effect upon Service
Levels, and other particulars.

SECTION 5.4 OFFER TO PROVIDE REVISED SERVICE

     The Change Control Document from IFOX will constitute an offer by IFOX to
deliver the requested Services hereunder with the associated changes to price,
payment terms, delivery schedules and related areas as set forth in the Change
Control Document. Such offer will be irrevocable for ten (10) business days
after receipt.

SECTION 5.5 ACCEPTANCE OF OFFER BY ADT

     If ADT accepts IFOX's offer by signing the Change Control Document, the
sections of this Agreement and Schedule(s) affected by the change will be deemed
amended to

                                       12


incorporate the change or, at IFOX's option, IFOX will prepare a new schedule to
this Agreement which, upon execution by IFOX and ADT, will be deemed a
"Schedule" for purposes of this Agreement and will be incorporated by reference.
No Change Control Document shall be implemented unless signed by ADT and IFOX.
Unless such Change Control Document expressly provides otherwise, all revised
Services and Additional Services shall be provided during the originally stated
Term and shall terminate concurrently with the Services.

SECTION 5.6 FORCE MAJEURE EVENTS

     IFOX shall not be liable to ADT, and ADT shall not be liable to IFOX, for
any default or delay in the performance of its obligations under this Agreement
if and to the extent such default or delay (each, a "Force Majeure Event"):

     a.   is caused by a fire, flood, earthquake, elements of nature or acts of
          God; acts of war, terrorism, riots, civil disorders, rebellions or
          revolutions; strikes, lockouts, or labor difficulties (including in
          the case of any Party's performance, labor difficulties affecting
          another Party), Equipment failures, software failures, computer
          viruses, malicious acts of third parties, interruption of
          telecommunications service or any other similar cause beyond the
          reasonable control of such Party; that

     b.   could not have been prevented by reasonable precautions (including,
          without limitation, standard commercial antivirus products and
          procedures, emergency power supplies, any back-up systems that IFOX is
          required to maintain and other measures that are standard in the
          industry); and that

     c.   cannot reasonably be circumvented by the non-performing Party through
          the use of alternate sources, workaround plans or other means;
          provided, however, that:

     d.   the delayed or non-performing Party will be excused from performance
          of the obligations so affected hereunder only: (i) for as long as such
          circumstances causing its default or delay prevail and such Party
          continues to use commercially reasonable efforts to recommence
          performance or observance whenever and to whatever extent possible
          without delay, and (ii) any Party so delayed or prevented in its
          performance will immediately notify the other by telephone and
          describe at a reasonable level of detail the circumstances causing
          such delay or failure (to be confirmed in writing within twenty-four
          (24) hours after the inception of such delay).


                       ARTICLE 6. CONFIDENTIAL INFORMATION

                                       13


SECTION 6.1 CONFIDENTIAL INFORMATION

     As used herein, the term "Confidential Information" shall mean any and all
tangible and intangible information, data, and materials, in any medium
whatsoever, whether written, oral, electronic, or otherwise (collectively,
"Information"): (i) which is disclosed or otherwise made available in connection
with this Agreement, Services, and/or Additional Services by or behalf of one
Party (the "Disclosing Party"), its Affiliates, or any of its and their
respective employees, agents, consultants, advisors, or contractors
(collectively, "Representatives") to another Party (the "Receiving Party"),
regarding the Disclosing Party, its Affiliates, and/or its and their respective
businesses, customers, operations, vendors, facilities, computer systems,
security procedures, disaster recovery procedures, assets, and/or finances,
and/or (ii) with respect to ADT (which shall, for the purposes of this Section
6.1, be deemed the Disclosing Party with regards to the Information described in
this item (ii)), (A) the Application Software and (B) any and all Information
transmitted, received, created, generated, collected, stored, compiled, and/or
processed (1) on, to, with, or by the IBM Mainframe and/or any temporary or
permanent replacement, substitute, or successor thereto or (2) otherwise by IFOX
or any of its Representatives for ADT and/or its Affiliates in connection with
this Agreement, the Services, and/or Additional Services. The term "Confidential
Information" shall be deemed to include, without limitation, all notes,
analyses, extracts, summaries, compilations, studies, interpretations or other
Information prepared by the Receiving Party which contain, reflect or were based
upon, in whole or in part, the Confidential Information of the Disclosing Party.
The term Confidential Information does not include Information which: (i) is or
becomes generally available to the public other than as a result of the
disclosure by the Receiving Party, (ii) was within the Receiving Party's
possession prior to it being furnished to the Receiving Party by or on behalf of
the Disclosing Party pursuant hereto and/or, with respect to ADT's Confidential
Information, prior to being transmitted, received, created, generated,
collected, stored, compiled, and/or processed in the manner described above,
provided that the source of such information was not known by the Receiving
Party to be bound by a confidentiality agreement with, or under contractual,
legal or fiduciary obligation of confidentiality to, the Disclosing Party, (iii)
becomes available to the Receiving Party on a non-confidential basis from a
source other than the Disclosing Party, provided that the source of such
information was not known by the Receiving Party to be bound by a
confidentiality agreement with, or under contractual, legal or fiduciary
obligation of confidentiality to, the Disclosing Party, or (iv) is independently
developed by the Receiving Party and does not constitute, contain, reflect, and
is not based upon, in whole or in part, the Disclosing Party's Confidential
Information.

     The Receiving Party agrees that it will use the Disclosing Party's
Confidential Information solely to perform its obligations under this Agreement
during the Term (and as is necessary to perform any "Transition Services" under
Section 11.7 thereafter), that the Disclosing Party's Confidential Information
will be kept confidential, and that the Receiving Party will not, in any manner,
directly or indirectly, disclose any of the Disclosing Party's Confidential
Information to any third party, except to its Representatives

                                       14


who have a "need to know" such Confidential Information to perform the Receiving
Party's obligations or exercise its rights hereunder, and if such Representative
is an IFOX Subcontractor, has fulfilled all of the requirements of Section 2.10,
provided, however, that the Receiving Party may make any disclosure of such
information as to which the Disclosing Party gives its prior written consent.

     In the event that the Receiving Party is requested or required by subpoena,
court order or other similar legal process to disclose any of the Disclosing
Party's Confidential Information, the Receiving Party shall provide the
Disclosing Party with prompt written notice of any such request such that the
Disclosing Party may, at its sole option, cost, and expense, seek to contest or
limit such disclosure by way of protective order, injunction, or otherwise. Upon
the Disclosing Party's failure to obtain an injunction or protective order
against such requested or required disclosure, the Receiving Party may disclose
only that portion of the Disclosing Party's Confidential Information as it is
required to disclose in order to be in compliance with the law or court order.

     Upon the earlier of (i) any termination or expiration of this Agreement
under any circumstances whatsoever (each, an "Agreement Termination"),
including, but not limited to, any termination of this Agreement by IFOX or ADT
for the other party's uncured, material default, (ii) the request of the
Disclosing Party for any reason whatsoever, the Receiving Party will promptly
destroy all Confidential Information of the Disclosing Party then in the
Receiving Party's or any of its Representatives' possession and/or control,
except that IFOX may retain and continue to use any ADT Confidential Information
which is necessary for IFOX to perform the Transition Services requested by ADT
until such time as such Transition Services are completed or terminated;
whereupon IFOX shall destroy all such Confidential Information and otherwise
comply with its obligations under this Section 6.1. Without limiting any of
IFOX's obligations under the preceding sentence, IFOX shall purge all ADT
Confidential Information from the IBM Mainframe and all of IFOX's principal and
back-up computer systems on the date requested by ADT on or after the effective
date of any Agreement Termination (each, a "Termination Date"). No copy,
summary, or extract of the Disclosing Party's Confidential Information shall be
retained by the Receiving Party in any medium whatsoever. An officer of the
Receiving Party shall promptly certify in writing to the Disclosing Party that
such destruction has been completed. Notwithstanding the destruction of the
Disclosing Party's Confidential Information by the Receiving Party, the
Receiving Party will continue to be bound to the Receiving Party's obligations
of confidentiality and other obligations hereunder.

     The Parties' respective confidentiality and use restriction obligations
under this Section 6.1 shall expire ten (10) years from the Commencement Date.

     This Article 6 is in addition to (and not in replacement of) the
Nondisclosure Agreements. The Nondisclosure Agreements shall remain in full
force and effect and shall continue to apply to and govern all "Confidential
Information" disclosed thereunder in accordance with their terms.

                                       15


     Each Party shall be and at all times remain the sole and exclusive owner of
all of its Confidential Information (and all Proprietary Rights therein), and
neither the disclosure of such Confidential Information to, nor the acquisition,
compilation, generation, acquisition, or use of any Confidential Information by,
any other Party will create or grant any express or implied right, title,
license, or interest in or to such Confidential Information to or in the
Receiving Party.

     In addition to all of its other confidentiality obligations hereunder, IFOX
shall implement, maintain, and adhere to security procedures to ensure that ADT
Confidential Information is not accessible by any ADT competitor under any
circumstances whatsoever.

SECTION 6.2 PUBLICITY

     Except as required by law, neither Infocrossing nor Alicomp may issue any
press release, distribute any advertising or sales literature, or make any
public announcement or disclosure concerning this Agreement or its business
relationship with ADT without ADT's prior written consent, which ADT may
withhold in its sole discretion. If Infocrossing or Alicomp is required by law
(including, but not limited to, federal securities laws) to file or publicly
disclose this Agreement or any portion hereof with the United States Securities
and Exchange Commission or otherwise, then prior to making such filing or
disclosure, Infocrossing and Alicomp shall obtain from ADT a version of this
Agreement identifying all provisions of this Agreement deemed by ADT to
proprietary or confidential and shall seek redaction and maximum protection and
confidential treatment of all such provisions to the fullest extent permitted by
law.

SECTION 6.3 ACCESS

     On ADT's request, IFOX shall, upon receiving the notice (if any) required
below, provide unrestricted access (except as otherwise limited by ADT) to ADT's
data files, the Equipment (including, but not limited to, the IBM Mainframe),
ADT Resources, and the portion of the IFOX Outsourcing Center used to perform
the Services or Additional Services, to: ADT's internal and outside auditors;
ADT authorized third parties ("ATP(s)"), including, but not limited to, "Third
Party Vendors" (as defined herein); ADT authorized staff; and other authorized
ADT designees (collectively, "On-Site Access"). IFOX shall provide such On-Site
Access at all times during the Term (i) on three (3) days prior written, verbal,
or electronic notice of any non-emergency request for such On-Site Access made
by ADT, and (ii) immediately upon IFOX's receipt of any emergency request for
On-Site Access made by ADT. Each of ADT's authorized personnel, auditors, Third
Party Vendors, and other ATPs shall be required to comply with IFOX's reasonable
security procedures while engaged in On-Site Access at the IFOX Outsourcing
Center, and each of ADT's

                                       16


authorized Third Party Vendors engaged in two (2) or more consecutive days of
On-Site Access shall be required to enter into a nondisclosure agreement with
IFOX reasonably acceptable to IFOX containing substantially the same terms,
conditions, and protections of IFOX's Confidential Information as Section 6.1.
In providing any On-Site Access, IFOX will comply with all of ADT's
then-prevailing policies and procedures concerning authorization for access to
ADT's data files and systems, as same may be modified by ADT from time-to-time
in its sole discretion. ATP(s) may include, without limitation, successor and
replacement Service providers (collectively, "Successor Service Providers") and
third party vendors and/or suppliers of installation, maintenance, support,
update, and upgrade services, technology, software (including, but not limited
to, Application Software), and hardware, which, in each case have been
authorized by ADT to access ADT's data files (collectively, "Third Party
Vendors"). At no time will any ADT data files be stored or held in a form or
manner not readily accessible to ADT. IFOX shall provide the ADT's Project
Executive, and each ADT representative on the Steering Committee with all
passwords, codes, comments, keys, documentation, and the location of all ADT
data files promptly upon the request of such individual, including, but not
limited to, any Equipment and software keys and such information as to format,
encryption (if any) and any other specification or information necessary for ADT
to retrieve, read, or revise and/or maintain such data files.


                        ARTICLE 7. INTELLECTUAL PROPERTY

SECTION 7.1 ADT LICENSES

     All Application Software (and all Proprietary Rights therein) shall be and
will remain solely the property of ADT or its Affiliates (as applicable). IFOX
acquires no right, title or interest in any Application Software hereunder,
other than the limited rights specifically granted under the "ADT Application
Software License" given below. Subject to the terms and conditions of this
Agreement, ADT hereby grants to IFOX, and IFOX hereby accepts from ADT, a
limited, personal, nonexclusive, nontransferable, royalty-free license (without
right of sublicense or assignment) to (i) install and house the Application
Software on the IBM Mainframe during the Term (and thereafter to the extent
necessary to perform the Transition Services requested by ADT) for ADT's sole
and exclusive access and use, and (ii) copy such Application Software for
archival/disaster recovery purposes during the Term (and thereafter to the
extent necessary to perform the Transition Services requested by ADT), in all
cases, solely to perform Services and Transition Services for ADT during the
Term and thereafter as provided herein and for no other purpose (the "ADT
Application Software License"). Upon any Agreement Termination, the ADT
Application Software License (and all of IFOX's rights thereunder) will
automatically terminate and be deemed revoked effective as of the Termination
Date, and the ADT Application Software License and all rights granted IFOX in
this Section 7.1 shall immediately revert to ADT, except that the ADT
Application Software License shall continue and extend after the Termination

                                       17


Date to the extent necessary to permit IFOX to perform Transition Services
requested by ADT, and upon any completion or termination of such Transition
Services, the ADT Application Software License and all rights granted IFOX in
this Section 7.1 shall automatically and immediately terminate and revert to
ADT.

SECTION 7.2 IFOX LICENSES

     Subject to the terms and conditions of this Agreement, upon any Agreement
Termination and payment of all undisputed amounts due hereunder, IFOX agrees, if
requested by ADT and at no additional charge to ADT, to license ADT or a
Successor Service Provider designated by ADT to use, execute, reproduce,
display, perform and modify such software, if any, owned by IFOX as is
reasonably necessary to ADT's continuing operations and to the performance of
similar services by ADT or a Successor Service Provider (collectively, "IFOX
Software"). All such licenses will be non-exclusive, perpetual, irrevocable, and
royalty free and shall be in writing and in form and substance reasonably
satisfactory to IFOX and ADT, and contain customary provisions for the
protection of IFOX's intellectual property consistent with this Agreement. ADT
will be required to pay standard maintenance and support charges for such
software following expiration or termination of this Agreement.

SECTION 7.3 THIRD PARTY INTERESTS

     ADT's interest in and obligations with respect to any programming,
materials, or data to be obtained by it from third party vendors, regardless of
whether obtained with the assistance of IFOX, shall be determined in accordance
with the agreements and policies of such vendors.

SECTION 7.4 INFRINGEMENTS

     Each Party represents, warrants, and covenants to and with each other Party
that it shall perform its responsibilities (including the Services) under this
Agreement in a manner that does not infringe or constitute an infringement,
violation, or misappropriation of any Proprietary Right of any third party
(each, an "Infringement").

SECTION 7.5 DEVELOPED SOFTWARE

     The Proprietary Rights in and to any and all software developed by IFOX for
ADT shall be subject to a separate, written software development agreement
satisfactory in form and substance to the Parties and their legal counsel.

SECTION 7.6  NOTICE OF OTHER SOFTWARE.

     IFOX shall promptly notify ADT in writing of all software (other than Third
Party Software) needed or used by IFOX to perform Services for ADT, identifying
all such

                                       18


software by name, owner or licensor, and version and release number. The
foregoing software includes all IFOX Software and all software licensed,
purchased, or otherwise procured from third parties, including tools, but
excepting Third Party Software.


                         ARTICLE 8. CHARGES AND PAYMENT


SECTION 8.1 INVOICING

     Infocrossing will invoice ADT monthly in advance on the first business day
of each month for the Charges described in Schedule C, except as otherwise
provided herein. Each invoice will separately state Charges for each category of
Service, as well as Reimbursable Expenses and applicable taxes owed by ADT
hereunder, in such detail as the Schedules require, or ADT may reasonably
request in order to allocate Charges among ADT's business units. Charges for
IFOX's procurement of Third Party Software will be billed upon IFOX's deployment
of such Third Party Software for performance of the Services. Charges for
consulting services or other Additional Services which may from time to time be
authorized by ADT in an executed Change Control Document shall be billed monthly
in arrears unless otherwise agreed in such Change Control Document.

     The Charges and Reimbursable Expenses specified on Schedule C constitute
payment in full for the Services (exclusive of any Additional Services). No
other amounts shall be billed to or payable by ADT for the Services.

SECTION 8.2 PAYMENT

     Subject to the terms and conditions contained herein, ADT will pay
Infocrossing the Monthly Base Charges described in 2.0 of Schedule C (as may be
amended from time-to-time pursuant to this Agreement) ("Monthly Base Charges")
without invoice no later than the 15th calendar day of the month during which
IFOX provides the Services. In the event that IFOX fails or ceases to provide
any or all of the Services described in Schedule A, other than through the
Change Control Procedures pursuant to this Agreement, ADT's obligation to pay
the Monthly Base Charges for such Services, shall be reduced accordingly, which
reduction shall be in addition to all of ADT's other rights and remedies
hereunder, at law, or in equity for such cessation of Services. Infocrossing
shall invoice ADT for all Reimbursable Expenses on a monthly basis in arrears
after same are incurred and paid by IFOX (except for Third Party Software, which
shall be billed upon its deployment by IFOX for performance of the Services),
and ADT shall pay the amount due hereunder for such Reimbursable Expenses within
thirty (30) days of its receipt of such invoice. This Section 8.2 shall survive
expiration or termination of this Agreement with respect to any Charges due and
payable by ADT hereunder at the time of such expiration or termination.

                                       19


     Alicomp hereby irrevocably authorizes ADT to pay all Charges, Reimbursable
Expenses, and any other amounts due hereunder directly to Infocrossing, and each
such payment by ADT to Infocrossing shall also constitute ADT's payment of such
amounts to Alicomp. Infocrossing shall be solely and exclusively responsible for
disbursing to Alicomp any and all amounts paid by ADT to Infocrossing which may
be due Alicomp for any Services (or otherwise), and Alicomp agrees to look
solely and exclusively to Infocrossing for payment of such amounts without any
recourse against or to ADT whatsoever.

SECTION 8.3 CURRENCY

     All Charges and Reimbursable Expenses will be invoiced and paid in U.S.
dollars.

SECTION 8.4 INTEREST

     Amounts not paid when due will bear interest from the date payment is due
until the date payment is made at a rate equal to the lesser of (a) one percent
(1%) per month or (b) the maximum amount allowed by law.

SECTION 8.5 PRORATION

     All periodic Charges (including the Monthly Base Charges but excluding
Charges based upon actual usage or consumption of Services) are to be computed
on a monthly basis and will be prorated for any partial month, unless
specifically stated otherwise in this Agreement. No Charges or Reimbursable
Expenses shall accrue or be due from ADT for any period after any Termination
Date, except for any amounts due for "Transition Services" pursuant to Section
11.7, which amounts shall be billed and paid (i) as "Additional Services" and
(ii) in lieu of any Monthly Base Charges.

SECTION 8.6 COST OF LIVING ADJUSTMENT

     Monthly Base Charges will be subject to an annual cost of living adjustment
after completion of the first Contract Year as provided in 4.0 of Schedule C.
Within sixty (60) days after the end of any Contract Year, IFOX and ADT will
determine the adjustment, if any. All such adjustments will be based upon the
Consumer Price Index - All urban Consumers, U.S. City Average, All Items, Not
Seasonally Adjusted Base Period, 1982-84 = 100 ("CPI"), published monthly by the
Bureau of Labor Statistics of the U.S. Department of Labor, or any successor
index published by the Bureau of Labor Statistics or a successor agency of the
U.S. Government. If the Bureau of Labor Statistics redefines the base year, IFOX
and ADT will adjust their calculations by using an appropriate conversion
formula. Monthly Base Charges for the new Contract Year will be adjusted by a
fraction, the numerator of which is the CPI for the calendar month immediately
before the commencement of the prior Contract Year and the denominator is the
CPI for the calendar month of the prior Contract Year. Notwithstanding anything
to the contrary, Monthly Base

                                       20


Charges for Services in a subsequent Contract Year will not be lower than
Monthly Base Charges for Services in the preceding Contract Year, as a result of
the application of this Section 8.6.

SECTION 8.7  Intentionally Deleted.

SECTION 8.8 TAXES

     ADT will pay all taxes, assessments, fees and other governmental charges of
any kind (including, without limitation, sales, use, or excise taxes) levied by
any government authority directly upon any amount paid by ADT to IFOX hereunder
and any transaction taxes levied by any government authority directly upon the
value of the Services provided by IFOX to ADT hereunder, which are, in each
case, required to be collected and remitted by IFOX to such government
authorities under applicable law (collectively, "Taxes"). No Party will have any
obligation for (without limitation) (i) any other Party's value added,
franchise, or alternative minimum taxes, or (ii) any tax, assessment, fee, or
government charge of any kind imposed or based upon any other Party's: real,
personal or intangible property; assets; gross receipts; gross income; net
income; net worth; capital; or presence or doing business in any jurisdiction.

SECTION 8.9 EXPENSES

     ADT will pay to or reimburse IFOX for all Reimbursable Expenses designated
in Schedule C as and when invoiced in the manner provided above. No amount shall
be a Reimbursable Expense hereunder unless it is (i) specifically designated as
such in the Agreement, and (ii) authorized by ADT in writing in advance before
it is incurred, unless specifically excluded from such pre-authorization
requirement by Schedule C. All other expenditures by IFOX shall be on its
account and at its sole cost and expense.


                    ARTICLE 9. REPRESENTATIONS AND WARRANTIES


SECTION 9.1 MUTUAL REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other as follows on the Commencement
Date:

     a.   it is a corporation duly incorporated and organized and validly
          existing under the laws of its jurisdiction of incorporation;

                                       21


     b.   it has all necessary corporate power to own and hold its property and
          assets and to carry on its business as presently conducted and it is
          duly and properly qualified to carry on its business in those
          jurisdictions where qualification is necessary for the conduct of its
          business;

     c.   it has all necessary corporate power to enter into this Agreement and
          to perform its obligations hereunder and the execution and delivery of
          this Agreement and the completion of the transactions contemplated in
          this Agreement by it have been duly authorized by all necessary
          corporate actions on its part;

     d.   this Agreement constitutes its legal, valid and binding obligation
          enforceable against it in accordance with its terms; and

     e.   execution and performance of this Agreement by it will not breach the
          terms of any law, regulation, judgment, instrument, agreement, charter
          or by-law provision binding or applicable to it or create
          circumstances that would, with notice or lapse of time, or both,
          constitute breach.

SECTION 9.2 ADT REPRESENTATIONS AND WARRANTIES

     ADT represents and warrants to IFOX that:

     a.   ADT's use of any Application Software on the Commencement Date does
          not violate any copyright, patent or other Proprietary Right of any
          third party.

     b.   The ADT Application Software License (including, but not limited to,
          housing of the Application Software on the IBM Mainframe in accordance
          therewith) for ADT's access and use in conjunction with the Services
          as contemplated hereunder does not violate any (i) Proprietary Right
          of any third party in such Applications Software, or (ii) license
          agreement between ADT and a third party for such Applications
          Software.

SECTION 9.3  IFOX REPRESENTATIONS AND WARRANTIES

     IFOX represents and warrants to ADT as follows:

     a.   To the best of IFOX's knowledge, IFOX's use of the Third Party
          Software and its performance of the Services does not and shall not
          violate, infringe upon, or misappropriate any third party's
          Proprietary Rights.

     b.   Subject to the limitations and exclusions described by this Agreement
          and the accompanying Schedules, IFOX warrants that the Services will
          be performed in a professional manner, consistent with good practice
          in its industry. If ADT data contains any errors caused by malfunction
          of IFOX's Equipment or software, or

                                       22


          by operational errors of IFOX or its personnel or subcontractors, or
          by any other failure by IFOX to properly perform the Services, IFOX
          will, without additional charge to ADT, promptly rerun, revise or
          supplement such effected data, as ADT may reasonably request to
          correct such errors to ADT's satisfaction ("Data Reprocessing"). ADT
          will give IFOX prompt notice, with reasonable particulars, of any
          claims under this Article 9, and Data Reprocessing shall be in
          addition and without prejudice to ADT's other rights and remedies
          under this Agreement, at law, or in equity.

     c.   IFOX will perform and provide all Services: (i) using only properly
          qualified, skilled, competent, experienced, and trained personnel, and
          (ii) in material compliance with all federal, state, and local
          statutes, laws, regulations, ordinances, and other legal requirements.

     d.   All amounts paid by ADT for Third Party Software shall accrue solely
          for the specific Third Party Software licenses used by IFOX to provide
          Services for ADT hereunder.

SECTION 9.4 DISCLAIMERS

     a.   IFOX does not warrant the accuracy of any advice, report, data or
          other product delivered to ADT which is produced with or from data or
          software provided by ADT to the extent that the accuracy is caused by
          an error in such data or software not caused by IFOX.

     b.   Subject to IFOX's obligation to satisfy the Service Levels and provide
          the support Services hereunder, IFOX does not assure uninterrupted or
          error-free (a) operation of any computer, network or other computer
          system or (b) provision of any service.

     c.   IFOX makes no representation or warranty regarding the accuracy and
          adequacy of ADT Software.

     d.   THIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THIS
          AGREEMENT, THERE ARE NO OTHER EXPRESS WARRANTIES BY ANY PARTY AND
          THERE ARE NO IMPLIED WARRANTIES OR CONDITIONS, INCLUDING, WITHOUT
          LIMITING THE GENERALITY OF THE FOREGOING, THE IMPLIED WARRANTIES OF
          MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

                                       23


     e.   If IFOX transfers to ADT any items of hardware or assigns licenses for
          Third Party Software to ADT (collectively, "Third Party Materials"),
          IFOX will, for no additional charge to ADT, concurrently assign and
          pass through to ADT, without modification, all of the manufacturer's,
          licensor's, or supplier's express and implied warranties (if any) and
          indemnitees on such Third Party Materials, to the extent that IFOX is
          contractually able to do so under such warranties and indemnitees
          (collectively, "Warranty Assignments"). Following any such Warranty
          Assignment for any Third Party Materials, the manufacturer's or
          supplier's warranties and indemnitees for such Third Party Materials
          shall be ADT's exclusive remedies with respect to such Third Party
          Materials for all defects and occurrences arising after such Warranty
          Assignment. IFOX MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS
          WITH RESPECT TO THIRD PARTY MATERIALS FOLLOWING SUCH WARRANTY
          ASSIGNMENT. IFOX DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, OR
          REPRESENTATIONS REGARDING SUCH THIRD PARTY MATERIALS, EXPRESS OR
          IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF
          MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.

                              ARTICLE 10. REMEDIES


SECTION 10.1 INSURANCE

     Throughout the Term, Infocrossing, Alicomp, and each IFOX Subcontractor
that provides or performs any of the Services shall maintain and keep in force,
at its own expense, the following minimum insurance coverages and minimum limits
(which may be provided under an excess umbrella policy that "follows form" with
the underlying policy) covering the Services (collectively, "Insurance
Policies"):

     (a) workers' compensation insurance, with statutory limits as required by
the various laws and regulations applicable to the employees of IFOX and any
IFOX Subcontractor that provides or performs any of the Services;

     (b) employer's liability insurance, for employee bodily injuries and
deaths, with a limit of $1 million for each accident;

     (c) comprehensive or commercial general liability insurance, covering
claims for bodily injury, death and property damage, including premises and
operations, independent contractors, products, services and completed operations
(as applicable to the Services), personal injury, contractual, and broad-form
property damage liability coverages, with limits of $10 million per occurrence
(the "CGL Policy"); and


                                       24



     (d) errors and omissions insurance covering the Services, with a limit of
$5 million per occurrence.


     All Insurance Policies shall: (i) provide coverage for all Services and
operations of IFOX hereunder; (ii) be primary without right of contribution from
any insurance carried by ADT; (iii) be issued by duly qualified insurance
carriers who are reasonably satisfactory to ADT; and (iv) require that ADT be
given not less than thirty (30) days prior written notice of cancellation,
termination, non-renewal, or any material changes to the coverage provided
thereunder. ADT shall be named as an additional insured on the CGL Policy. Prior
to commencement of any Services and throughout the Term, IFOX shall deliver
Certificates of Insurance and additional insured endorsements to ADT for the
Insurance Policies evidencing compliance with this Section 10.1.

SECTION 10.2  Intentionally Deleted.

SECTION 10.3 NO CONSEQUENTIAL OR PUNITIVE DAMAGES


     In no circumstances (other than those excluded below) will IFOX be
liable to ADT (or ADT be liable to IFOX) in contract, tort, for breach of
warranty or otherwise, for any special, consequential (including, but not
limited to, loss of interest, profit, or revenue), exemplary or punitive
damages (collectively, "Consequential Damages") arising from any act or
omission of IFOX or ADT, or its Affiliates, officers, agents and employees,
or subcontractors in connection with this Agreement even if IFOX or ADT has
been advised of the possibility of such Consequential Damages (the
"Consequential Damage Waiver"). The Consequential Damage Waiver shall not
apply to any Consequential Damages that (collectively, "Excluded Causes"): *


SECTION 10.4 LOSS OF DATA

     IFOX will maintain backup copies of ADT's data in accordance with Schedule
A, but IFOX will in no circumstances have any liability for the loss or
destruction of, or for corruption or disclosure of, any of the ADT's data caused
by ADT's errors, the acts or omissions of third parties (excluding
Subcontractors retained by IFOX to perform any of the Services), circumstances
constituting a Force Majeure Event or circumstances arising from transmission
over public telecommunications lines or transportation via commercial carriers
in compliance with the security requirements hereunder.

                                       25


* Confidential portion has been omitted and filed separately with the
Commission.




SECTION 10.5 LIMITED REMEDY


     Except for monetary liability arising out of the Excluded Causes and
restitution of any Charges and Reimbursable Expenses paid by ADT, IFOX's
total monetary liability to ADT (in contract, tort, indemnity or otherwise)
for any acts or omissions arising from or relating to the performance of this
Agreement will be limited to payment of actual damages, up to an aggregate
maximum of (i) * or (ii) $*, whichever is greater. IFOX will in no
circumstances have any other financial liability to ADT whatsoever in
connection with this Agreement except to the extent otherwise provided in
this Agreement. ADT agrees that the provisions of this Article limiting its
remedies and its damages are reasonable under the circumstances existing on
the date of this Agreement.


     Except for monetary liability arising out of the Excluded Causes and
payment of any past-due Charges and Reimbursable Expenses, ADT's total monetary
liability to IFOX (in contract, tort, indemnity or otherwise) for any acts or
omissions arising from or relating to the performance of this Agreement will be
limited to payment of actual damages. ADT will in no circumstances have any
other financial liability to IFOX whatsoever in connection with this Agreement
except to the extent otherwise provided in this Agreement. IFOX agrees that the
provisions of this Article limiting its remedies and its damages are reasonable
under the circumstances existing on the date of this Agreement.

SECTION 10.6 ADT'S INDEMNITY

     Subject to terms and conditions of this Agreement, ADT agrees to indemnify,
defend and hold the IFOX Indemnitees harmless from and against any and all
costs, losses, liabilities, damages, causes of action, claims and expenses
(including without limitation, interest, penalties reasonable attorneys' fees)
and all reasonable amounts paid in the investigation, defense or settlement of
any or all of the foregoing ("Claims") that are asserted by unaffiliated third
parties, to the extent such Claims result from:

     a.   breaches by ADT of any of ADT's material representations, warranties,
          covenants or agreements hereunder;

     b.   violations by ADT of any contractual or legal obligation owed by ADT
          to the owner, lessor or licensor of any Application Software;

     c.   breaches by ADT of any agreement with any third party that relates to
          the Services; or

     d.   negligence, willful misconduct or violations of law by any of the ADT
          Indemnitees in connection with this Agreement.

                                       26


* Confidential portion has been omitted and filed separately with the
Commission.




SECTION 10.7 IFOX'S INDEMNITY

     Subject to the terms and conditions of this Agreement, IFOX agrees to
indemnify, defend and hold the ADT Indemnitees harmless from and against any and
all Claims asserted by unaffiliated third parties, to the extent that such
Claims result from:

     a.   breaches by IFOX of any of IFOX's material representations,
          warranties, covenants or agreements hereunder;

     b.   violations by IFOX of any contractual or legal obligation owed by IFOX
          to the owner, lessor or licensor of any real, personal or intellectual
          property;

     c.   breaches by IFOX of any agreement with any third party that relates to
          the Services;

     d.   negligence, willful misconduct or violations of law by any of the IFOX
          Indemnitees in connection with this Agreement, regardless of the
          materiality of such law, or the truth or accuracy of IFOX's
          representation and warranty in Section 9.3c;

     e.   any claim that the Services or ADT's access or use of the Services
          violates, misappropriates, or infringes upon the Proprietary Rights of
          any third party, regardless of IFOX's knowledge (or lack of knowledge)
          of same or the truth or accuracy of its representation and warranty in
          Section 9.3a; or

     f.   any claim by any third party under any Third Party Contract of any
          nature whatsoever, including, but not limited to, payment of any
          amounts due thereunder.

SECTION 10.8 INDEMNIFICATION GENERALLY

     a.   Each indemnitor's liability to pay or reimburse amounts owed with
          respect to personal injury, death or property damage attributable to
          the indemnitor's negligence, willful misconduct or violations of law
          will be to the extent of the indemnitor's proportional contribution to
          such injury, death, loss or damage. No indemnitor shall have any
          obligation to defend, indemnify, reimburse, or hold any indemnitee
          (including any other Party hereto) harmless hereunder for or from any
          Claim to the extent same arises out of the negligence, willful
          misconduct, violation of law, or breach of this Agreement by any other
          Party or any of its indemnitees.

     b.   In the event that any Party will be obligated to indemnify another
          Party pursuant to this Agreement, the indemnitor, will, upon payment
          of such indemnity in full,

                                       27


          be subrogated to all rights, claims and defenses of the indemnitee
          covered by such payment.

     c.   Each indemnitee agrees to give the indemnitor prompt written notice,
          with full known particulars, of all Claims for which such indemnitee
          is entitled to indemnification hereunder ("Covered Claim(s)") upon
          becoming aware of same and to reasonably cooperate, at the
          indemnitor's expense, in the investigation and defense of such Covered
          Claims; provided, however, that any delay or failure by the indemnitee
          in performing any of its aforementioned obligations shall discharge
          the indemnitor from its indemnification obligations hereunder only to
          the extent (if any) that such indemnitor is prejudiced by such delay
          or failure. After receiving notice, the indemnitor will defend any
          Covered Claim by counsel reasonably satisfactory to the indemnitee
          (but the indemnitor will have no obligation to provide separate
          counsel for the indemnitee, except to the extent that conflicts or
          potential conflicts between the Parties' interests may require). The
          indemnitee may, at its own expense, participate in the investigation
          and defense of such Covered Claim by separate counsel.

     d.   The indemnitor shall have sole control over the defense and settlement
          of each Covered Claim, except that the indemnitor shall not settle any
          Covered Claim without first obtaining the indemnitee's prior written
          consent, unless: (i) such settlement does not contain any finding or
          admission of any violation of law or any fault on the part of the
          indemnitee, and has no effect on any other claims that may be made by
          the Indemnitee against the third party bringing the Covered Claim, and
          (ii) the sole relief provided in such settlement is monetary damages
          that are paid in full by the indemnitor. Notwithstanding the
          foregoing, if the indemnitor fails to retain counsel or otherwise
          defend any Covered Claim after having received written notification of
          same from the indemnitee as required above (a "Defense Failure"), the
          indemnitee may, if necessary to prevent a default from being entered
          against it on such Covered Claim, in the indemnitee's sole discretion
          and without prior notice to or approval from indemnitor, defend or
          settle such Covered Claim at the indemnitor's sole cost and expense.

     e.   No indemnitor will have any obligation (except with respect to Defense
          Failures) to pay or reimburse any amounts paid in connection with any
          settlement or compromise of any Covered Claim reached without the
          prior written consent of the indemnifying Party, which will not be
          unreasonably withheld or delayed in the case of monetary Covered
          Claims. An indemnifying Party may withhold consent to settlement of
          Covered Claims of infringement affecting its Proprietary Rights in its
          sole discretion and may, also in its sole discretion (subject to
          Section 10.8(f) below), procure a license, develop or obtain a
          non-infringing substitute, or settle or compromise the Covered Claim.

     f.   If IFOX is enjoined from performing any Services to ADT, or ADT is
          enjoined from accessing or using any Services provided by IFOX, on the
          grounds that

                                       28


          same infringes upon, misappropriates, or violates any third party's
          Proprietary Rights (each, an "Infringement"), then, in addition to the
          indemnity provided therefor in this Article 10, IFOX shall, at its
          sole cost and expense (i) replace or modify such Services so that they
          are free from any Infringement, without degrading the functionality,
          performance, utility, or compatibility of such Services, or (ii)
          procure for ADT the right to continue using and receiving the Services
          pursuant to (and as authorized by) this Agreement, free from any
          Infringement.

SECTION 10.9 CONTINUED PERFORMANCE

     Except where clearly prevented by the issue in dispute, both IFOX and ADT
agree to continue performing their respective duties, obligations and
responsibilities under this Agreement while the dispute is being resolved in
accordance with this Article, unless and until such obligations are lawfully
terminated or expire in accordance with the provisions hereof.



SECTION 10.10 MANAGEMENT REVIEW OF DISPUTES


     Unless urgent circumstances require either IFOX or ADT to seek provisional
relief from the courts or suit or proceedings must be commenced immediately to
avoid the lapse of any contractual or statutory Statute of Limitations, neither
IFOX nor ADT may commence any legal proceedings concerning any dispute without
first submitting that dispute (a) to the IFOX Account Executive and the ADT
Project Executive, then, if they are unable to resolve the matter within thirty
(30) days, (b) to the Steering Committee, and, if the Steering Committee is
unable to resolve the matter within the subsequent thirty (30) days, (c) to one
executive designated by senior management for each of IFOX and ADT, neither of
such executives is directly engaged in day-to-day oversight or management of the
Services, and both of whom will consult concerning possible resolution of the
dispute. Proposals and counterproposals made by any party during consultations
of the Steering Committee or the two executives will be privileged and
confidential offers of compromise as interpreted under applicable law.

SECTION 10.11 APPLICABLE LAW

     All questions concerning the validity, interpretation, performance,
termination or breach of this contract will be governed by and decided in
accordance with the laws of New York (excluding laws and principles relating to
the conflicts of law) and applicable federal laws.

SECTION 10.12  Intentionally Deleted.

SECTION 10.13  Intentionally Deleted

SECTION 10.14  Intentionally Deleted

                                       29


SECTION 10.15  Intentionally Deleted.

SECTION 10.16  Intentionally Deleted.

SECTION 10.17 JURISDICTION AND VENUE

     The Parties irrevocably consent to the non-exclusive jurisdiction of any
state or federal court located within New York and irrevocably agree that all
proceedings relating to this Agreement may be adjudicated in those courts. Each
Party waives any objection which it may have to the court's jurisdiction or to
venue.

SECTION 10.18 FEES AND COSTS; REMEDIES

     In any legal action brought in connection with this Agreement, the
prevailing Party (IFOX or ADT, as the case may be) will be entitled to recover
from the other Party (IFOX or ADT, as applicable), in addition to its damages
(subject to limitations stated elsewhere in this Agreement), its reasonable
attorneys' fees, expert witness fees, and other ordinary and necessary costs of
litigation, as determined by the court. Such costs include, without limitation,
costs of any legal proceedings brought to enforce a judgment or decree. Except
as specifically provided otherwise herein, each Party's respective rights and
remedies under this Agreement are cumulative with, and may exercised without
prejudice to, its other rights and remedies under this Agreement, at law, or in
equity.

SECTION 10.19 EQUITABLE REMEDIES

     The Parties agree that any breach or threatened breach of any provision of
this Agreement concerning Confidential Information, Proprietary Rights, ADT's
right of access under Section 6.3, IFOX's performance of Transition Services
under Section 11.7, or Proprietary Rights, will cause the aggrieved,
non-breaching Party irreparable harm for which money damages would be an
inadequate remedy. Accordingly, the aggrieved, non-breaching Party shall be
entitled to have those provisions specifically enforced by the preliminary or
the permanent, mandatory or prohibitory injunction or other order of a court of
competent jurisdiction, in addition and without prejudice to such aggrieved,
non-breaching Party's legal rights and remedies, including its right to recover
monetary damages for such breach.


                        ARTICLE 11. TERM AND TERMINATION

                                       30


SECTION 11.1 TERM

     The term of this Agreement will commence on the Commencement Date and will
end (unless renewed, renegotiated or terminated in accordance with this Article)
on the fourth anniversary of the Commencement Date. Notwithstanding the
foregoing, after the second anniversary of the Commencement Date, the Initial
Term may be increased to the Renegotiated Initial Term on the terms and
conditions as may be agreed by all of the Parties in their sole discretion in a
written amendment to this Agreement. .

SECTION 11.2 EXTENSIONS

     This Agreement shall automatically renew on an annual basis beyond the
Initial Term or the Renegotiated Initial Term, as the case may be, for up to
three (3) successive terms (each of which shall be referred to as a "Renewal
Term") of one (1) Contract Year each, unless ADT gives IFOX written notice of
its election not to renew for the next Contract Year (the "Non-renewal Notice")
at least one hundred eighty (180) days before this Agreement or an extension
would otherwise expire (each, an "Expiration Date"), which Non-renewal Notice
shall be revocable by ADT at any time up to ninety (90) days prior to the
Expiration Date. ADT will have no power to renew if, at the time of its
election, or expiration of the then current term, (a) there then exists any
material, uncured default by ADT, (b) any circumstance exists that would, with
notice or lapse of time, or both, constitute material default by ADT, including,
without limitation, nonpayment of amounts due hereunder or (c) ADT has committed
two or more material breaches during the entire Term of this Agreement. If, at
the time of ADT's renewal election, or commencement of any Renewal Term, any
legal proceedings are pending concerning alleged material defaults by ADT, IFOX
will continue to provide Services until the proceedings conclude, provided that
ADT continues to pay all undisputed Charges and Reimbursable Expenses in a
timely manner. If ADT is finally adjudicated to have committed a material
default under Section 11.3, then IFOX may, at its option, give notice of
termination for ADT's default, terminate this Agreement and cease its delivery
of Services in an orderly manner pursuant to Section 11.7 of this Agreement.

SECTION 11.3 TERMINATION FOR CAUSE

     Either ADT, on the one hand, or IFOX, on the other hand, may terminate this
Agreement effective immediately upon giving written notice of termination to the
other Party (IFOX or ADT, as applicable) if such other Party:


     a.   Fails to pay any material, undisputed amount due hereunder within
          * days after its receipt of written notice of such default
          from the non-breaching Party;

                                       31

* Confidential portion has been omitted and filed separately with the
Commission.



     b.   Fails to substantially cure any material, nonmonetary breach of any
          of its obligations hereunder within * days after its receipt of
          written notice from the non-breaching Party, describing such breach in
          reasonable detail; or

     c.   Files, or has filed against it any petition or action under any
          bankruptcy, reorganization, liquidation, insolvency, receivership,
          arrangement or similar law, for the relief of debtors if such petition
          or action is not dismissed within ninety (90) days after filing; makes
          an assignment for the benefit of creditors; becomes insolvent; or
          admits in writing its general inability to pay its debts as they
          become due. (If ADT is the defaulting party under this subparagraph,
          IFOX will not terminate this Agreement pursuant to this subparagraph
          if ADT continues to pay all Charges and other sums as required under
          this Agreement. If IFOX is the defaulting party under this
          subparagraph, ADT will not terminate the Agreement pursuant to this
          subparagraph if IFOX continues to provide the Services required
          hereunder.)

SECTION 11.4 OTHER TERMINATION EVENTS


     ADT may terminate this Agreement effective immediately upon written notice
to IFOX after the occurrence of any of the following events ("Termination
Event(s)"):

     a.   A Force Majeure Event or IFOX default under this Agreement prevents or
          impairs IFOX's performance of any Services in any material respect for
          * days or more, regardless of any right to cure same hereunder; or


     b.   IFOX fails to meet Service Levels for * days or more due to any
          Third Party Software Defect or Force Majeure Event, notwithstanding
          anything in this Agreement to the contrary, and despite IFOX's
          performance of its maintenance or support Services hereunder with
          respect thereto.


SECTION 11.5 TERMINATION FOR DEFAULT

     Solely if ADT terminates this Agreement for convenience pursuant to Section
11.6 below, ADT agrees to pay IFOX an amount equal to the Convenience
Termination Fee on the Termination Date, as liquidated damages and not a
penalty, in addition to amounts owed for Services rendered through the
Termination Date, as IFOX's sole and exclusive remedy against ADT (and ADT's
sole and exclusive liability to IFOX) for ADT's termination of this Agreement
for convenience. No Convenience Termination Fee shall accrue or be due hereunder
for any termination for default pursuant to Section 11.3 or for any Termination
Event pursuant to Section 11.4. ADT agrees that IFOX's recovery of Profits and
Costs, and other direct damages sustained by IFOX from ADT's default shall not
be excluded by Section 10.3 or limited by Section 10.5. IFOX agrees that ADT's
recovery of costs, expenses and direct damages incurred by ADT in transitioning
off of IFOX's systems as a result of IFOX's default shall not be excluded by
Section 10.3 or limited by Section 10.5.

                                       32

* Confidential portion has been omitted and filed separately with the
Commission.



SECTION 11.6 TERMINATION FOR CONVENIENCE

     ADT may terminate this Agreement effective at any time on or after April 1,
2004, in whole but not in part, without cause for its convenience, provided that
IFOX has received written notice of such termination at least one hundred eighty
(180) days prior to April 1, 2004 or such later Termination Date, as applicable.
In addition to written notice to IFOX, any termination pursuant to this Section
11.6 will be effective only if IFOX receives payment of all material, undisputed
amounts then invoiced by IFOX and due hereunder and the Convenience Termination
Fee in the amount specified in Section 7.0 of Schedule C for and by the
Termination Date. ADT acknowledges and agrees that the Convenience Termination
Fee represents fair and equitable compensation to IFOX in consideration of
IFOX's agreement to provide the Services during the Term of this Agreement. ADT
agrees that such Convenience Termination Fee would not represent a penalty to
ADT and expressly waives any such claim.

SECTION 11.7 TRANSITION SERVICES

     a.   Upon expiration or any termination of this Agreement, IFOX will
          cooperate with ADT and its Successor Service Provider and provide ADT
          and its Successor Service Provider with such reasonable assistance as
          may be requested by ADT to assure the orderly transfer of the
          services, functions, responsibilities, tasks, and operations
          comprising the Services, and the data and systems to ADT and/or such
          Successor Service Provider and minimize any disruption or interruption
          of Services (collectively, "Transition Services"). IFOX's Transition
          Services will include, without limitation, providing ADT, its agents,
          contractors and consultants (including Successor Service Providers)
          reasonable access to the IFOX Outsourcing Center, IBM Mainframe, Third
          Party Software, ADT data, and all systems and data and other ADT
          Resources then being used by IFOX to provide the Services and to
          responsible IFOX personnel, agents, and Subcontractors engaged in the
          performance of this Agreement. Transition Services shall also include
          assisting and cooperating with ADT and its Successor Service Provider
          (i) in the migration of ADT data from the IBM Mainframe to ADT's or
          such Successor Service Provider's designated computer system and (ii)
          with the preparation and implementation of ADT's or Successor Service
          Provider's transition plan. Transition Services shall be provided
          beginning on the date first requested by ADT and shall continue until
          completed or ADT's earlier termination thereof by transmitting written
          notice thereof to IFOX.

     b.   Upon termination or expiration of this Agreement and payment of all
          material, undisputed amounts then due hereunder, IFOX will, as part of
          the Transition Services: (1) provide transition support and knowledge
          transfer to ADT and its Successor Service Provider pursuant to ADT's
          request, and (2) transition ADT to its chosen computer operating
          environment. If requested by ADT, IFOX will cooperate with ADT or a
          Successor Services Provider to secure licenses or

                                       33


          sublicenses of Third Party Software in accordance with the agreements
          and policies of the owners of such Third Party Software.

     c.   ADT will pay IFOX for Transition Services rendered after expiration or
          termination (including, but not limited to, termination for default
          under Section 11.5) of this Agreement at IFOX's then prevailing rates
          for Additional Services in Section 6.0 of Schedule C (or if no rate is
          specified therein, at Mutually Agreed Upon Rates) and pay to IFOX an
          amount equal to the Reimbursable Expenses incurred by IFOX in order to
          provide the Transition Services. Upon any expiration or termination of
          this Agreement, ADT will pay all Reimbursable Expenses incurred by
          IFOX in the nature of transfer and similar charges payable to third
          parties pre-approved by ADT as Subcontractors in connection with the
          legal, physical or electronic transfer of ADT's data and the
          Application Software specifically requested by ADT. IFOX's obligation
          to perform Transition Services and ADT's obligations to pay for
          Transition Services and related expenses will be absolute and
          unconditional, without regard to any disputes or claims then pending
          between IFOX and ADT.


                         ARTICLE 12. GENERAL PROVISIONS


SECTION 12.1 BINDING NATURE AND ASSIGNMENT

     This Agreement binds the Parties and their respective successors and
permitted assigns. Unless otherwise agreed to by the Parties in a written
amendment hereto, no Party may assign or otherwise transfer this Agreement
without the prior written consent of the other Parties, which will not be
unreasonably withheld or delayed, and any attempt to transfer or assign this
Agreement without the prior written consent of the other Parties shall be null
and void.


SECTION 12.2 NOTICES

     All notices required or contemplated hereunder will be given in writing by
prepaid certified mail, personal delivery (including express courier service
with proof of delivery), or by telex, facsimile or other electronic means with
proof of delivery (if subsequently confirmed by certified mail or personal
delivery) at the addresses and fax numbers listed below. Notices will be
effective upon actual receipt or denial of delivery (as shown on the delivery
receipt) by IFOX and ADT at the following addresses:

     For IFOX:

       Infocrossing, Inc.
       2 Christie Heights Street

                                       34


       Leonia, NJ 07605
       Attention: Robert B. Wallach

       With copies to:

       Alicomp, a division of Alicare, Inc.
       2 Christie Heights Street
       Leonia, NJ 07605
       Attention: Arthur Kurek


     For ADT:

       Vice President, Information Technology
       ADT Security Services, Inc.
       One Town Center Road
       Boca Raton, Florida 33486-1010

       With a copy to:

       General Counsel
       ADT Security Services, Inc.
       One Town Center Road
       Boca Raton, Florida 33486-1010

SECTION 12.3 ENTIRE AGREEMENT, AMENDMENT, WAIVER

     This Agreement, including all attached Schedules (which are incorporated
herein by this reference) constitutes the entire and final agreement between
IFOX and ADT with respect to the Services, and supersedes any prior or
contemporaneous understandings, agreements or representations regarding the
subject matters contained herein. No supplement, modification, amendment or
waiver of this Agreement will be binding unless executed in writing by all
Parties. No waiver of any of the provisions of this Agreement will constitute a
waiver of any other provision (whether or not similar) nor will such waiver
constitute a continuing waiver unless otherwise expressly provided. In the event
of a conflict between this Agreement and any of the attached Schedules, this
Agreement shall control.

SECTION 12.4 FURTHER ASSURANCES

     IFOX and ADT will, with reasonable diligence, do all reasonable things and
provide all reasonable assurances as may be required to complete the
transactions contemplated by

                                       35


this Agreement, and each Party will provide such further documents or
instruments required by any other Party as may be reasonably necessary or
desirable to give effect to this Agreement and to carry out its provisions.

SECTION 12.5 SEVERABILITY

     Any provision in this Agreement which is prohibited or unenforceable in any
jurisdiction will, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions or
affecting the validity or enforceability of such provisions in any other
jurisdiction.

SECTION 12.6 HEADINGS

     The division of this Agreement into Articles, Sections, subsections and
Schedules and the division of Schedules of this Agreement into Sections and
subsections and the insertion of headings are for convenience of reference only
and will not affect its construction or interpretation. Any reference to an
Article or Section herein shall be deemed to include all Sections and
subsections contained therein.

SECTION 12.7 TIME

     In this Agreement, unless otherwise specifically provided, in the
computation of a period of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
mean "to but excluding." In the event that any action to be taken under this
Agreement falls on a day which is not a business day, then such action will be
taken on the next succeeding business day.

SECTION 12.8 SURVIVAL

     Notwithstanding any expiration or termination of this Agreement, Articles
6, 7, 9, and 12 and Sections 2.10, 2.11, 10.3, 10.5 through 10.8 (inclusive),
10.12 through 10.19 (inclusive), 11.5, and 11.7 shall survive any Agreement
Termination, as shall those rights and obligations which are expressly stated to
or by their very nature would survive this Agreement.

SECTION 12.9 INDEPENDENT CONTRACTORS

     IFOX, on the one hand, and ADT, on the other hand, are independent
contractors and this Agreement will not be construed to create any other
relationship between IFOX, on the one hand, and ADT, on the other hand, as
principal and agent, joint venturers, partners, employer-employee, or otherwise.
Neither IFOX, on the one hand, nor ADT, on the other hand, is authorized to
enter into agreements for or on behalf of the other Party, collect any
obligation due or owed to the other Party, accept service of process for the
other Party, or

                                       36


bind the other Party in any manner whatever. An employee of IFOX, on the one
hand, or ADT, on the other hand, will not be deemed to be an employee of the
other Party for any reason. In particular, and without limiting the generality
of the foregoing, IFOX assumes no obligation or responsibility for ADT's
business or operations, other than performance of its obligations under this
Agreement, and vice-versa.

SECTION 12.10 LIMITATION PERIOD

     Neither ADT nor IFOX may bring an action, regardless of form, arising out
of this Agreement more than two (2) years after the claim arose, or became
apparent to the claimant, or should have become apparent in the exercise of
reasonable diligence, whichever is the later, provided that causes of action
that were not apparent and could not have been discovered with reasonable
diligence will be subject to such statutes of limitation and tolling as may
otherwise apply. The limitation period set forth above shall be tolled during
the period during which the Parties are engaged in the dispute resolution
procedures set forth in this Agreement.

SECTION 12.11 NO THIRD PARTY BENEFICIARIES

     Nothing in this Agreement is intended to confer on rights, benefits,
remedies, obligations or liabilities on any person (including, without
limitation, any employees of the Parties) other than the Parties or their
respective successors or permitted assigns.

SECTION 12.12 COUNTERPARTS

     This Agreement, including the Schedules, 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.

SECTION 12.13 DUTY TO ACT REASONABLY

     Whenever this Agreement requires or contemplates any action, consent or
approval, the Parties will act reasonably and in good faith and (unless this
Agreement expressly allows exercise of a Party's sole, or sole and absolute
discretion) may not unreasonably withhold or delay such action, consent or
approval.

SECTION 12.14 JOINT AND SEVERAL LIABILITY

     Infocrossing and Alicomp shall both be directly and jointly and severally
liable for all of the obligations, undertakings, liabilities, representations,
warranties, and covenants of IFOX hereunder, and any act, error, or omission of
Infocrossing or Alicomp shall bind the other.

SECTION 12.15 FAXED COPIES

                                       37


     Signed, faxed counterparts of this Agreement shall have the same legal
force and effect as signed original counterparts hereto.


                        [SEPARATE SIGNATORY PAGE FOLLOWS]

                                       38


     IN WITNESS WHEREOF the Parties have executed this Master Services Agreement
as of the day and year first above written.


INFOCROSSING, INC.,                              ADT SECURITY SERVICES, INC.
jointly and severally,                           ("ADT")
("Infocrossing/IFOX")


By: /s/ ROBERT B. WALLACH                        By: /s/ SCOTT MACARTHUR
   ----------------------------                     ----------------------------

Name: Robert B. Wallach                          Name: Scott MacArthur
     --------------------------                       --------------------------

Title: Chief Operating Officer                   Title: SVP-CFO
      -------------------------                        -------------------------


ALICOMP, A DIVISION OF ALICARE, INC.,
jointly and severally
("Alicomp/IFOX")


By: /s/ ARTHUR KUREK
   ----------------------------

Name: Arthur Kurek
     --------------------------

Title: President of Alicomp
      -------------------------

                                       39


                                                                  EXECUTION COPY

                           ADT SECURITY SERVICES, INC.

                            MASTER SERVICES AGREEMENT

                                   SCHEDULE A

TABLE OF CONTENTS

SCHEDULE A - DESCRIPTION OF SERVICES

                                                                                                               
1.0 DEFINITIONS....................................................................................................2

2.0 OVERVIEW.......................................................................................................3

3.0 IFOX SERVICES .................................................................................................4

    3.1 KEY IFOX PERSONNEL.........................................................................................4

    3.2 ACCOUNT MANAGEMENT.........................................................................................4

    3.3 OUTSOURCING CENTER SERVICES................................................................................5

         3.3.1 OUTSOURCING CENTER MANAGEMENT.......................................................................5

         3.3.2 IFOX OUTSOURCING CENTER PROCESSING OPERATIONS.......................................................7

         3.3.3 TAPE MANAGEMENT.....................................................................................8

         3.3.4 DATA SECURITY ADMINISTRATION........................................................................9

         3.3.5 MAINFRAME AND THIRD PARTY SOFTWARE TECHNICAL SUPPORT...............................................10

    3.4 TELECOMMUNICATIONS SUPPORT SERVICES.......................................................................11

    3.5 HELP DESK SERVICES........................................................................................12

    3.6 DISASTER RECOVERY.........................................................................................13

         3.6.1 IFOX LEONIA OUTSOURCING CENTER.....................................................................13

         3.6.2 DISASTER RECOVERY PLAN.............................................................................13

         3.6.3 RESPONSIBILITIES...................................................................................13

    3.7 PRIORITY LEVELS...........................................................................................14





SCHEDULE A - DESCRIPTIONS OF SERVICES

1.0  DEFINITIONS

All capitalized terms used but not defined in this Schedule A shall have the
respective meanings given them in the Master Services Agreement (the
"Agreement"). For the purposes of this Schedule, the following terms, when
capitalized, shall have the meanings assigned unless the context requires some
other meaning:

"APPROVE" (abbreviated in the matrices as "A") as used in the matrices
throughout this Schedule A shall mean that the party indicated shall have the
right to approve that task before that task is deemed complete or before the
other party may proceed with the subsequent tasks.

"PARTICIPATION" (abbreviated in the matrices as "S") as used in the matrices
throughout this Schedule shall mean that the party indicated must actively
cooperate in such task to the extent reasonably required by such task. Single or
occasional failures by a party, to take part in a task designated
"Participation" shall not constitute a material breach of this Agreement.
However, repeated failures may constitute a material breach.

"PRIMARY RESPONSIBILITY" (abbreviated in the matrices as "P") as used in the
matrices throughout this Schedule A shall mean that the party, indicated shall
be the party responsible for ensuring the completion of such task.

"TRANSITION PLAN" as used in the matrices throughout this Schedule A shall mean
the description of all tasks that will be performed during the migration of the
IBM Mainframe system as described in the Customer Migration Plan dated May 22,
2001.

                                                                               2
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              ADT Security Services, Inc. Master Services Agreement
                              Schedule A (Services)



2.0 OVERVIEW

     During the Term and subject to the terms conditions and limitations
contained in the Agreement, (including this and other Schedules), IFOX will
provide to ADT the Services described in this Schedule A as they may be
supplemented and modified in Change Orders issued through the Change Control
Procedure as defined in Article 5 of the Services Agreement -- Sections 5.2,
5.3, 5.4, and 5.5, and otherwise in writing by the Parties as an amendment to
this Schedule in accordance with the Agreement.

     The following introductory paragraphs are general descriptions that are
subject to the more detailed descriptions, qualifications, limitations and
exclusions in this Schedule A.

The Services include:

a.   Account management;

     -    Contract Procurement/Administration

     -    Third Party costs administration

b.   Outsourcing Center Services;

     -    IBM Mainframe computer operations and hardware support
     -    IBM Mainframe and Third Party Software technical support
     -    Monitoring ADT Data network T1Link from IFOX's Leonia Outsourcing
          Center to ADT's Network in Rochester, NY; Denver, CO; and
          Jacksonville, FL locations.

c.   Telecommunications Support Services

d.   Mainframe Disaster Recovery, hotsite, plan, maintenance and annual testing;

e.   Second Level Help Desk Service for IBM Mainframe operations, all as further
     described below.

Performance of the Services shall include performing services, functions, and
responsibilities so that the Services meet the Service Levels specified by
Schedule B (subject to adjustment in accordance with Schedule B and Article 5 of
the Agreement to reflect Material Operations Changes in ADT's environment and
operations).

The Services include services (i) described in the text below, (ii) identified
as such in the charts or responsibility matrices below and (iii) not
specifically described, but required for proper performance and inherent in or
necessary sub-tasks for the functions described (unless specifically excluded by
the text, a chart or the responsibility matrices).

The Services defined in this Schedule A are included in the Base Charges as
defined in Schedule C, unless otherwise expressly indicated.

The Services exclude:

                                                                               3
- --------------------------------------------------------------------------------
              ADT Security Services, Inc. Master Services Agreement
                              Schedule A (Services)



a.   Operation of computer platforms and operating systems other than those
     described below;

b.   All functions retained by ADT or outside the scope of IFOX's
     responsibility, as defined by the text charts and responsibility matrices
     of this Schedule A;

c.   Voice communications and telephone services.

d.   All network management outside of the link from IFOX's Leonia Outsourcing
     Center to ADT's Network;

e.   Level One Help Desk (provided by ADT);

f.   Existing print operations;

g.   All LAN support for ADT;

h.   CD/ROM data retention processing.

3.0 IFOX SERVICES

3.1  KEY IFOX PERSONNEL

Key IFOX Personnel will be:

     Account Executive - Bob Wallach
     Account Manager - Arthur Kurek
     Technical Account Manager - Tom Laudati

3.2  ACCOUNT MANAGEMENT

     The IFOX Account Manager will have overall responsibility for delivery of
     the Services.

     IFOX shall procure any and all Equipment (including, but not limited to,
     the IBM Mainframe), Third Party Software, and all other real or personal
     property, manpower, software, hardware, facilities, services, and other
     resources required or used to perform Services for ADT, only under Third
     Party Contracts directly with third party vendors and solely in IFOX's own
     name. All Third Party Contracts shall be solely between IFOX and such third
     party vendors; and ADT shall not be a party, surety, or guarantor of or to
     any Third Party Contract.

     Whenever this Schedule A calls for IFOX to administer and manage a contract
     with a third party, or to coordinate the third party's service thereunder,
     IFOX shall supervise and direct the third party's performance under a Third
     Party Contract, but shall make reasonable efforts to minimize any
     Reimbursable Costs to ADT thereunder (including, where third party costs
     are ADT's responsibility, a reasonable review of third party invoices will
     be made).



                              ACCOUNT MANAGEMENT                                     IFOX                ADT
     ---------------------------------------------------------------------------------------------------------
                                                                                                   



                                                                               4
- --------------------------------------------------------------------------------
              ADT Security Services, Inc. Master Services Agreement
                              Schedule A (Services)





                                                                                             
      Plan and manage IFOX activities related to the Agreement                        P                   S

      Meet regularly with ADT and IFOX management to review business and              P                   S
      Service issues

      Act as liaison between IFOX Outsourcing Center management and ADT               P                   S
      management

      Report on Service Levels, operations and ongoing projects to ADT                P                   S
      management

      Review IFOX invoices and supporting documentation with ADT management           P                  S/A

      Meet with ADT end users and management to determine requirements and            P                   S
      satisfaction with the Services provided by IFOX

      Monitor production trends and report to ADT those items that need               P                   S
      discussion so as to prevent any future problems i.e. Data Base growth
      as well as MIPS and DASD utilization


      

     P = Primary responsibility  S = Participation  A = Approve

3.3  OUTSOURCING CENTER SERVICES

     3.3.1 OUTSOURCING CENTER MANAGEMENT

     a.   As of the Commencement Date, IFOX will assume responsibility for the
          operation, technical support, and management of the IBM Mainframe
          processing system environment and the IBM Mainframe system at the IFOX
          Outsourcing Center. IFOX shall complete migration to the IBM Mainframe
          and all Services to IFOX and the IFOX Outsourcing Center in compliance
          with the Transition Plan.

     b.   The hours of operation of the IFOX Outsourcing Center and IBM
          Mainframe will be 24 hours per day, 7 days per week, except for
          Scheduled Downtime (as defined in Schedule B). IFOX shall implement
          and maintain the following minimum security requirements at the IFOX
          Outsourcing Center throughout the Term: multi-layered security, with
          continuously staffed guard station, video surveillance, and restricted
          access control; redundant power, with immediate back-up protection,
          including UPS systems with N + N redundancy and multiple onsite
          generators; pre-action fire suppression with FM 200 gas, in addition
          to the best available smoke and fire detection systems; multiple
          22-ton Liebert Air Handling systems with cooling towers and chillers
          to ensure consistent 72 degrees F temperature, including N + N
          redundancy; and an additional level of monitoring and maintenance with
          a 24/7 central command center and customer service center.

     c.   The IBM Mainframe and all Third Party Software shall be dedicated
          exclusively to ADT on a full-time basis and shall be used solely to
          perform Services for ADT.

     IFOX and ADT responsibilities with respect to Outsourcing Center Management
     are:



                      OUTSOURCING CENTER MANAGEMENT                                  IFOX                ADT
     ---------------------------------------------------------------------------------------------------------
                                                                                                    



                                                                               5
- --------------------------------------------------------------------------------
              ADT Security Services, Inc. Master Services Agreement
                              Schedule A (Services)



                                                                                              
      IFOX OUTSOURCING CENTER MANAGEMENT

      Plan and manage IFOX activities related to the IFOX Outsourcing Center          P

      Manage IFOX staff at the IFOX Outsourcing Center                                P

      CONTRACT PROCUREMENT/ADMINISTRATION

      Procure and administer all IFOX Outsourcing Center Equipment leases,            P
      warranty agreements, and maintenance agreements

      Procure and administer all IFOX Outsourcing Center Third Party                  P                   S
      Software contracts and maintenance agreements

      Procure and administer all IFOX Outsourcing Center contract services            P
      and other Third Party Agreements


      

     P = Primary responsibility  S = Participation  A = Approve

                                                                               6
- --------------------------------------------------------------------------------
              ADT Security Services, Inc. Master Services Agreement
                              Schedule A (Services)



     3.3.2 IFOX OUTSOURCING CENTER PROCESSING OPERATIONS

     IFOX will perform all processing operations functions as necessary to run
     the Third Party Software in support of the applications processed on the
     IBM Mainframe at the IFOX Outsourcing Center. IFOX will procure, provide,
     and install all Equipment necessary to perform the Services at the IFOX
     Outsourcing Center, including the IBM Mainframe processing configuration
     and the IBM zServer processing configuration referred to and defined in the
     Agreement as the "IBM Mainframe." During the Term, IFOX shall measure and
     report to ADT on a monthly basis the following information for the IBM
     Mainframe: (i) IBM Mainframe operating system on-line and batch
     availability and (ii) sub-second CICS internal response time.

     IFOX and ADT responsibilities with respect to Outsourcing Center Processing
     Operations are:



                            PROCESSING OPERATIONS                                    IFOX                ADT
     --------------------------------------------------------------------------------------------------------
                                                                                                    
      CONSOLE OPERATIONS

      Perform all manual and automated console operations.                            P

      Monitor performance and completion of on-line and batch production              P
      systems.

      Respond to console alerts and requests.                                         P

      Report Problems to the IFOX Help Desk.                                          P

      Diagnose and resolve operations problems.                                       P                   S

      Communicate with the IFOX operations and management team on-site at ADT.        P

      Process special scheduling requests from ADT.                                   P                   S

      IFOX will cooperate with ADT in responding to special processing requests       P                   S
      and new processing requirements

      EQUIPMENT PROCUREMENT, PLANNING AND MANAGEMENT

      Procure and provide all Equipment for IFOX Outsourcing Center                   P

      Plan installation of computer and environmental Equipment in IFOX               P                   S
      Outsourcing Center

      Order new Equipment installation in IFOX Outsourcing Center.                    P

      Schedule and complete new Equipment installation in IFOX Outsourcing            P
      Center.

      Maintain Equipment in good operating condition under vendor warranty and        P
      maintenance agreements

      Resolve Equipment-related problems in the IFOX Outsourcing Center.              P

      Interact with Equipment vendors for planning and problem resolution.            P


     P = Primary responsibility  S = Participation  A = Approve

                                                                               7
- --------------------------------------------------------------------------------
              ADT Security Services, Inc. Master Services Agreement
                              Schedule A (Services)



     3.3.3 TAPE MANAGEMENT

         IFOX will perform tape management functions within the IFOX Outsourcing
         Center.

         IFOX and ADT responsibilities with respect to Tape Management are:



                                    TAPE MANAGEMENT                                     IFOX             ADT
         -----------------------------------------------------------------------------------------------------
                                                                                                    
          Adapt ADT tape management procedures for use at the IFOX Outsourcing            P
          Center

          Respect ADT's governing time periods for retention of tapes, including          P               A
          periods for retention of tapes for audit and tax purposes.

          Respond to tape mount requests.                                                 P

          Monitor tape hardware for malfunction.                                          P

          Perform tape hardware maintenance.                                              P

          Maintain integrity of tape library system, i.e., monitor, fix and               P
          research fixes to any tape problem that occurs.

          Maintain adequate tape supplies for ADT requirements.                           P

          Maintain and monitor scratch tape pool.                                         P

          Maintain and monitor external vendor / data tapes required for ADT              P
          processing that are not managed by the tape library management system.

          Initialize new tapes.                                                           P

          Provide secure on site and off site tape storage.                               P

          Coordinate off site tape movement.                                              P

          Prepare and mail tapes as necessary.                                            P               S


     P = Primary responsibility  S = Participation  A = Approve

                                                                               8
- --------------------------------------------------------------------------------
              ADT Security Services, Inc. Master Services Agreement
                              Schedule A (Services)



     3.3.4 DATA SECURITY ADMINISTRATION

     IFOX will manage and administer access to IBM Mainframe systems supported
     through a centralized point of contact. ADT will retain the responsibility
     for accepting, authorizing and submitting security change requests to IFOX
     for implementation.

     IFOX and ADT responsibilities with respect to Data Security Administration
     are:



                           DATA SECURITY ADMINISTRATION                             IFOX                 ADT
     --------------------------------------------------------------------------------------------------------
                                                                                                   
      ADT security administration procedures for use by IFOX.                         S                   P

      Accept/Authorize security change requests from ADT end users.                   S                   P

      Submit security change requests to IFOX for implementation.                                         P

      Implement authorized security change requests.                                  P

      Monitor, review and respond to security violations and/or suspected             P                   S
      violations.

      Report security violations and/or suspected violations with ADT                 P
      approval.

      Implement changes to deter subsequent violations with ADT approval.             P                  S/A


     P = Primary responsibility  S = Participation  A = Approve

                                                                               9
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              ADT Security Services, Inc. Master Services Agreement
                              Schedule A (Services)



     3.3.5 MAINFRAME AND THIRD PARTY SOFTWARE TECHNICAL SUPPORT

     IFOX and ADT responsibilities with respect to Mainframe and Third Party
Software Technical Support are:



                             TECHNICAL SUPPORT (MAINFRAME)                           IFOX                ADT
     --------------------------------------------------------------------------------------------------------
                                                                                                    
      Procure and provide the Third Party Software required for IBM                   P                   S
      Mainframe system operation as identified in Schedule D.  These
      software contracts will be signed as Third Party Contracts
      Agreements directly and solely between IFOX and the vendor.  IFOX
      will retain financial responsibility for the payment related to
      these contracts.

      Install Third Party Software.                                                   P

      Provide project management for upgrades and updates to Third Party              P
      Software, DBMS, etc.

      Test and validate the Third Party Software environment before and               P                   S
      after product installations.

      Maintain Third Party Software at vendor product supported levels.               P

      Procure, install, and test all Third Party Software updates and                 P
      upgrades

      Perform Third Party Software problem diagnosis and resolution.                  P

      Configure Third Party Software to meet ADT normal operations                    P                   S
      requirements.

      Coordinate with IFOX Support staff and software/Equipment vendors               P
      to resolve system problems.

      Communicate with Third Party Software vendors.                                  P

      Provide technical consulting support to the ADT application                     P
      maintenance and development teams and third parties as required.

      Evaluate the list of Third Party Software that is used for ADT and              P                   S
      implement changes to benefit ADT and IFOX.

      Monitor and report on system through-put, capacity and utilization.             P

      Tune/optimize Third Party Software including DBMS.                              P

      Participate in disaster recovery tests.                                         P

      Monitor and optimize storage performance.                                       P

      Assign and initialize DASD volumes.                                             P

      Determine dataset and volume placement.                                         P

      Maintain established DASD standards.                                            P

      Perform catalog management.                                                     P


     P = Primary responsibility  S = Participation  A = Approve

                                                                              10
- --------------------------------------------------------------------------------
              ADT Security Services, Inc. Master Services Agreement
                              Schedule A (Services)



3.4  TELECOMMUNICATIONS SUPPORT SERVICES

     IFOX will provide data communications technical support and operations for
     the dedicated T1 links between IFOX's Leonia Outsourcing Center and ADT's
     network in Rochester, NY; Denver, CO; and Jacksonville, FL. These links
     will connect the IBM Mainframe to ADT's existing network topology. ADT will
     provide the necessary circuits and data communications equipment to support
     these links.

     IFOX and ADT responsibilities with respect to Telecommunications Support
     Services are:



     DATA COMMUNICATIONS                                                          IFOX       ADT
     -------------------------------------------------------------------------------------------
                                                                                       

     Provide data circuit and related data communications Equipment to                       P
     connect the IFOX Outsourcing Center to the existing ADT data network
     Provide telecommunications controller Equipment (Front End Processor)        P
     required for the T1 links.
     Provide software required for the T1 links                                              P
     Diagnose and resolve T1 network problems.                                    S          P
     Interact with T1 network providers for problem resolution.                   S          P
     Maintain up-to-date documentation of the ADT data communications network.    S          P
     Evaluate and recommend data network changes to improve service and/or        S          P
     reduce ADT telecommunications costs.
     Order new data circuits and data communications Equipment.                   S          P
     Perform NCP and VTAM updates.                                                P


    P = Primary responsibility  S = Participation  A = Approve

                                                                              11
- --------------------------------------------------------------------------------
              ADT Security Services, Inc. Master Services Agreement
                              Schedule A (Services)



3.5  HELP DESK SERVICES

     IFOX will provide a second level help desk, i.e. one that only receives
     calls from ADT's primary Help Desk to support the IBM Mainframe
     environment. ADT's end users' primary point of contact will be the existing
     front line (level one) help desk. If the ADT help desk cannot provide
     resolution to a IBM Mainframe related call, the ADT help desk will then
     contact the IFOX help desk. The IFOX help desk will then manage the call
     through resolution.

     IFOX and ADT responsibilities with respect to Help Desk Services are:




     HELP DESK SERVICES                                                                        IFOX        ADT
     ---------------------------------------------------------------------------------------------------------
                                                                                                      
     Provide a front line help desk that ADT end users will use as the point                                P
     of contact for reporting problems and submitting service requests for
     all Services.
     Provide second level help desk support for IBM Mainframe related calls that can not         P          S
     be resolved by the ADT help desk
     Provide a trouble ticket/service request system to be used in
     recording, managing, P S and reporting IBM Mainframe problems and
     service requests that escalate from the ADT help desk to the IFOX help
     desk
     Respond to and track reported IBM Mainframe related problems and requests for               P          S
     Services.
     Dispatch support groups or vendors to resolve problems that cannot be
     resolved P S directly by the IFOX Help Desk. Support will be provided
     by IFOX maintenance staff, the IFOX Outsourcing Center, third party
     vendors or ADT management and staff as required.
     Maintain problem ownership for IBM Mainframe related calls until the call reaches           P          S
     resolution.
     Provide management reporting including Service level performance                            P
     metrics (as defined in Schedule B) and statistical reporting of
     reported problems and Service requests.



    P = Primary responsibility  S = Participation  A = Approve

                                                                              12
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              ADT Security Services, Inc. Master Services Agreement
                              Schedule A (Services)



3.6  DISASTER RECOVERY

     IFOX will provide the following backup, disaster recovery and storage
     capabilities for ADT's IBM Mainframe environment during the Term.

     3.6.1 IFOX LEONIA OUTSOURCING CENTER

     IFOX will provide disaster recovery services for ADT's IBM Mainframe
     hardware environments, software environments, operations environments and
     applications operating in the IFOX Leonia Outsourcing Center. IFOX will
     restore ADT's application data to the most recent available backup copy.
     IFOX will also maintain "hotsite" recovery for Outsourcing Center
     operations.

     3.6.2 DISASTER RECOVERY PLAN

     ADT will develop, with IFOX's assistance, a Disaster Recovery Plan ("DRP")
     for the IBM Mainframe environments. Pending the modification of the DRP to
     reflect the migration to IFOX's Outsourcing Center, IFOX will, as of the
     Commencement Date, utilize IFOX's DRP.

     3.6.3 RESPONSIBILITIES

     IFOX and ADT responsibilities with respect to Disaster Recovery Services
     are:



     DISASTER RECOVERY                                                                       IFOX       ADT
     -------------------------------------------------------------------------------------------------------
                                                                                                   

     Adapt ADT's disaster recovery plan to be executable from the IFOX Outsourcing Center.   P            S
     Ensure that security measures are satisfied in the disaster recovery plan.              P            A
     Ensure that the disaster recovery plan meets ADT's reasonable audit specifications.     P            A
     Assume responsibility for modification, implementation, maintenance and                 P            S
     testing of the disaster recovery plan.
     Perform a disaster recovery plan test of the recovery of the hardware,                  P            S
     Third Party Software and data network annually.
     Provide secure off site storage of ADT's data, software and                             P
     documentation to support disaster recovery.
     In the event of a disaster, assume responsibility for operating the                     P            S
     hardware and providing the functions in accordance with the
     disaster recovery plan.
     Provide a single point of contact for disaster recovery related communications and      P            S
     activities.
     Perfect Backup and Recovery Procedures                                                  P           S/A


    P = Primary responsibility  S = Participation  A= Approve

                                                                              13
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              ADT Security Services, Inc. Master Services Agreement
                              Schedule A (Services)



3.7  PRIORITY LEVELS

     The priorities for the service levels are as follows:

     a.   URGENT (UR) Implement the change as soon as possible. May require an
          emergency bug fix release if the next regularly scheduled release is
          not soon enough. Examples of urgent priorities include modifications,
          which if left undone would result in: danger to human life,
          significant numbers of people left unproductive, errors in financial
          transactions or system failure;

     b.   BY REQUIRED-BY DATE (RB) Indicates a request, which must be completed
          on or before a specified date. Typically used to indicate the date by
          which system administrative requests need to be completed, if not
          immediately. Can also be used to indicate the date by which changes
          must be implemented (e.g., for legislated changes).

     c.   FOR NEXT SCHEDULED RELEASE (NR)
          Include the change in the next regularly scheduled release.

     d.   WHEN CONVENIENT (CO)
          Implement the change during "slack" time and include it in a regularly
          scheduled release.

     e.   HOLD (HO)
          Hold only.

                                                                              14
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              ADT Security Services, Inc. Master Services Agreement
                              Schedule A (Services)



                           ADT SECURITY SERVICES, INC.

                            MASTER SERVICES AGREEMENT

                                   SCHEDULE B

TABLE OF CONTENTS

SCHEDULE B - SERVICE LEVELS

                                                                             
1.0 INTRODUCTION................................................................2


2.0 DEFINITIONS.................................................................3


3.0 DETERMINATION OF SERVICE LEVELS.............................................3


4.0 MAINFRAME PROCESSING AND OPERATIONS SERVICE LEVELS..........................4


5.0 IFOX SECOND LEVEL HELP DESK SERVICE LEVELS..................................5





SCHEDULE B - SERVICE LEVELS

1.0 INTRODUCTION

This Schedule describes the Service Levels and performance standards that IFOX
shall provide to ADT with respect to the Services described in Schedule A, and
the basis upon which the Services will be administered under the Master Services
Agreement. As set forth in the Master Services Agreement, regular management
review meetings shall be scheduled with the designated ADT Executive to review
actual performance against projected performance, and to recommend actions to be
taken to resolve any performance deficiencies.

The principles of this Schedule B, under which the Services will be provided to
ADT for the Term, are as follows:

     a. Changes to ADT business and service level requirements during the Term
     may result in a revision to service categories and Service Levels through
     the Change Control Procedure.

     b. Service Levels may be adjusted from time to time by mutual agreement
     through the Change Control Procedure.

     c. IFOX shall continue, during the Term of the Agreement, to investigate
     methods to improve the operation of ADT's systems to benefit ADT. In
     certain cases, Service Level improvements may be subject to additional
     costs. In such instances, IFOX will prepare a Change Control Document
     outlining a Service Level improvement business case to ADT for approval
     prior to taking any action. Upon ADT's request, or on IFOX's own initiative
     IFOX may also recommend or prepare Change Control Documents concerning
     adjustments to Service Levels.

     d. If a Material Operations Change occurs, and ADT, in its discretion,
     declines to authorize any change in the Services or Charges, or to make the
     changes in its operations, equipment or environment which are essential and
     necessary to maintain Service Levels due solely to such Material Operations
     Change, then Service Levels shall be equitably reduced to mutually agreed
     upon Service Levels reasonably sustainable without the recommended changes
     pursuant to the Change Order Procedure.

                                                                               2
- --------------------------------------------------------------------------------
              ADT Security Services, Inc. Master Services Agreement
                          Schedule B (Services Levels)



2.0 DEFINITIONS

For purposes of this Schedule B, the following terms shall have the respective
meanings assigned below:

"EVENT" means a single event or series of events that result in the occurrence
of one or more Faults.

"FAULT" means an unexcused failure to meet a Service Level.

"SCHEDULED DOWNTIME" means the time when a critical system or function is
temporarily scheduled to be unavailable because of regularly scheduled
maintenance or other mutually agreed reasons confirmed by IFOX and ADT in a
signed writing.

"UNSCHEDULED DOWNTIME" means the loss or material impairment of a critical
system or function not excused pursuant to Section 2.7 of the Agreement
occurring at any time other than Scheduled Downtime.

3.0 DETERMINATION OF SERVICE LEVELS

Two (2) categories of Service Levels shall be established;

     a.   Mainframe Processing and Operations Service Levels; and

     b.   IFOX Second Level Help Desk Service Levels.

Measurements of availability shall exclude Unscheduled Downtime excused pursuant
to Section 2.7 of the Agreement; provided, however, that Unscheduled Downtime
attributable to Force Majeure Events and/or Third Party Software Defects shall
be included in measurements of Unscheduled Downtime for the purposes of
termination under Section 11.4, notwithstanding anything in the definition of
"Unscheduled Downtime" to the contrary.

                                                                               3
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              ADT Security Services, Inc. Master Services Agreement
                          Schedule B (Services Levels)



4.0 MAINFRAME PROCESSING AND OPERATIONS SERVICE LEVELS

During the Term, IFOX shall provide the following Service Levels with respect to
(i) IBM Mainframe operating system on-line and batch reporting availability
("System Availability") and (ii) Sub-second CICS internal response time
("Internal CICS Response Time").

                                    TABLE B-1



NO.             SERVICE CATEGORY                            SERVICE LEVEL
- -----------------------------------------------------------------------------------------------
                                   

1.         System Availability           +% of the time, 24 hours per day, 7 days per week,
                                         determined on a +month moving average and subject to
                                         the limitation set forth below.*

2.         Internal CICS Response Time   Sub-second, +% of the time, 24 hours per day, 7
                                         days per week, determined on a + month moving average
                                         and subject to the limitation set forth below.*


*Material Faults actually known by ADT but not reported by ADT to IFOX within
+ of actual discovery by ADT will be excluded in the computation of Unscheduled
Downtime.


Scheduled Downtime shall be (i) scheduled with ADT at least several days in
advance, (ii) require the ADT Project Executive's (or his designee's) prior
approval, and (iii) in accordance with the applicable manufacturer's approved
maintenance schedule for the IBM Mainframe. ADT refusal to approve the Scheduled
Downtime necessary to fulfill the manufacturer's approved maintenance schedule
may trigger the exclusion for system performance degradation in Section 2.7d.

                                                                               4
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              ADT Security Services, Inc. Master Services Agreement
                          Schedule B (Services Levels)

+ Confidential portion has been omitted and filed separately with the
Commission.



5.0 IFOX SECOND LEVEL HELP DESK SERVICE LEVELS

During the Term, IFOX shall measure and report to ADT, through its monthly
reports call management details, summaries and analysis. IFOX will provide a 24
hours per day, seven days per week, Second Level Help Desk that shall manage
calls in accordance with the following:

a. CLASSIFICATION

Upon notification of a problem or service report to the IFOX Help Desk, IFOX
shall immediately open an incident report ("IR") and identify, and classify the
problem in accordance with the Severity Levels listed below subject to
reclassification by ADT. The only ADT employees authorized to reclassify
problems are (1) ADT's President and (2) ADT's Senior Vice President of
Information Technology ("IT") or in the absence of either person such person's
designees.

SEVERITY 1   Impact to a critical function, including, but not limited to:
               -    User problem with severe business impact
               -    Severe impact on ADT data center or (after Transition) IFOX
                    Outsourcing Center ability to provide resources or services
                    to users,
               -    Severe performance degradation.

SEVERITY 2
               -    User problem with possible major impact:
               -    Major impact on availability of resources to users: or
               -    Major impact on IFOX's ability to provide resources or
                    services to users.
               -    Major performance degradation.

SEVERITY 3
               -    User problem with moderate impact,
               -    Moderate impact on availability of resources to users,
               -    Moderate impact on IFOX's ability to provide resources or
                    services to users,
               -    Moderate performance degradation.

SEVERITY 4
               -    User problem with limited impact;
               -    Low impact on availability of computer resources to users;
               -    Low impact on IFOX's ability to provide resources or
                    services to users; or
               -    Low performance degradation.
               -    User inquiry or problem that does not affect the user.

b. NOTICE

For Severity 1 and 2 IR's, IFOX shall notify the ADT Senior Vice President of
IT(or his/her designee) and affected user organizations within * of the
recognition of a problem.

C. INITIATION

                                                                               5
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              ADT Security Services, Inc. Master Services Agreement
                          Schedule B (Services Levels)


* Confidential portion has been omitted and filed separately with the
Commission.




Upon detection of a problem, IFOX shall immediately, direct efforts to identify
and classify the problem. Upon identification and classification, IFOX shall
initiate problem resolution efforts within the following time periods:

                      -    Severity 1       *
                      -    Severity 2       *
                      -    Severity 3       *
                      -    Severity 4       *

For all Severity 1 IR's IFOX shall, within one business day following IFOX s
first detecting or being informed of the problem by telephone call or electronic
mail message, communicate, either by telephone, or if requested by ADT, by
electronic mail the course of action that will be taken by IFOX. In addition to
the above, IFOX shall provide ADT with a written plan for the prompt correction
of all Severity 1 IR's within * of receipt of such incident reports. IFOX
will use its best efforts to correct Severity 1 IR's and commercially reasonable
efforts to correct Severity 2, 3 and 4 IR's. IFOX may in its discretion, defer
resolution of Severity 3 and 4 IR's pending resolution of higher priority IR's.
If Severity 1 and 2 IR's are open simultaneously, IFOX may not defer resolution
of the Severity 2 IR.

D.  ESCALATION

In the event a problem is not corrected, IFOX shall escalate the problem to the
next higher management level within ADT and other relevant organizations (e.g.
third party vendors, subcontractors, communications carriers, etc) within the
following time periods:



MANAGEMENT LEVEL
    FOR ADT                   SEVERITY 1        SEVERITY 2                   SEVERITY 3                    SEVERITY 4
- -------------------------------------------------------------------------------------------------------------------------
                                                                                          
Supervisor                    *                 *                  If problem lasts longer than *     Reported in Monthly
Ken Greem                                                          then escalate to Severity 2        status report

Manager/Account Exec.         *                 *                  If problem lasts longer than *     Reported in Monthly
Tony Martucci                                                      then escalate to Severity 2        status report

Vice President                *                 *                  If problem lasts longer than *     Reported in Monthly
Larry Stoltenberg                                                  then escalate to Severity 2        status report

Executive Management          *                 *                  If problem lasts longer than *     Reported in Monthly
Mike Snyder                                                        then escalate to Severity 2        status report



                                                                               6
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              ADT Security Services, Inc. Master Services Agreement
                          Schedule B (Services Levels)


* Confidential portion has been omitted and filed separately with the
Commission.




                                                                  EXECUTION COPY

                           ADT SECURITY SERVICES, INC.

                            MASTER SERVICES AGREEMENT

                                   SCHEDULE C


TABLE OF CONTENTS

                                                                          
SCHEDULE C - CHARGES

1.0 DEFINITIONS..............................................................2

2.0 BASE CHARGES.............................................................2

3.0 REIMBURSABLE EXPENSES....................................................3

4.0 INFLATION................................................................3

5.0 TAXES....................................................................4

6.0 ADDITIONAL SERVICES......................................................4

7.0 CONVENIENCE TERMINATION FEE..............................................4





SCHEDULE C - CHARGES

1.0  DEFINITIONS

All capitalized terms used but defined in this Schedule C shall have the
meanings assigned thereto in the Master Services Agreement.

2.0  BASE CHARGES

After the Commencement Date, October 1, 2001, ADT shall pay IFOX the Base
Charges specified by Table C-1 below (as adjusted in accordance with this
Schedule) for each month of Services performed by IFOX hereunder -- Account
Management, Outsourcing Center Services, Telecommunications Support Services,
Help Desk Services, and Disaster Recovery Services for the IBM Mainframe (all as
described in 3.0 of Schedule A).

                                  BASE CHARGES

                               CONTRACT YEAR BASIS

                                    TABLE C-1



 MONTHLY BASE CHARGES      YEAR 1      YEAR 2      YEAR 3       YEAR 4
- ----------------------   ---------   ---------   ---------    ---------
                                                  
Services                 $ *         $ *         $ *          $ *


                                  ONE TIME FEES

Third Party Software Costs - Estimated to be a total of $* (for all software
listed on Schedule D), plus shipping, Taxes, plus an administrative fee equal to
*% of the sum of the forgoing. Software costs will be invoiced as and when the
Third Party Software is deployed by IFOX for performance of the Services and
shall be payable 30 days from date of ADT's receipt of IFOX's invoice. The
aggregate total Third Party Software Costs to ADT for all Third Party Software
shall not exceed $* and shall accrue and be paid on a one-time (rather than
periodic) basis upon deployment.

The computer operations Monthly Base Charges will be paid by ADT by the
fifteenth (15) of each month based upon the schedule identified above without
the receipt of an invoice from IFOX, subject to the terms and conditions
contained in the Agreement.

Base Charges are for the Services performed by IFOX using the Third Party
Software and the following mainframe Equipment (the "IBM Mainframe"):

*

                                                                               2
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              ADT Security Services, Inc. Master Services Agreement
                              Schedule C (Charges)


* Confidential portion has been omitted and filed separately with the
Commission.




     All hardware maintenance - Multiple environments to include one
     or more of Development, Testing, Production, and Training.

*

3.0 REIMBURSABLE EXPENSES

ADT agrees to reimburse the following Out-of-Pocket Expenses of IFOX
(collectively, "Reimbursable Expenses"):

     a.   All reasonable travel and lodging expenses incurred by IFOX personnel
          (i) for trips made before or after the Commencement Date to migrate
          ADT mainframe processing to the IBM Mainframe; or (ii) for trips made
          after the Commencement Date in response to ADT's specific invitation
          or request therefor (excluding, without limitation, all travel and
          lodging expenses incurred by IFOX personnel in an attending any
          meeting or conference contemplated by the Agreement), subject, in each
          case, to ADT's corporate travel policy then in effect for its own
          employees; and

     b.   All of the following reasonable costs incurred by IFOX for third party
          services procured solely to perform the Services for ADT: (i)
          materials, postage, supplies, pick-up and delivery services, which
          items shall be reimbursable without ADT's advance written approval,
          and (ii) other Out-of-Pocket Expenses incurred by IFOX with ADT's
          prior written authorization given prior to the time that such
          Out-of-Pocket Expenses are incurred, except that any items listed in
          6.0 as Additional Services shall not be Reimbursable Expenses.

     c.   All Reimbursable Expenses shall be subject to a * management and
          administrative fee.

IFOX's invoices for Reimbursable Expenses shall specify those expenses in
reasonable detail. Upon ADT's request, IFOX shall provide reasonable supporting
documentation that ADT may request to substantiate those expenses. Reimbursable
Expenses shall be paid within thirty (30) days of ADT's receipt of IFOX's
invoice therefor.

4.0 INFLATION

The Base Charges set forth in Schedule C, Table C-1, do not include adjustments
for future inflation. * percent of the Base Charges will be adjusted for
inflation as detailed in the Master Services Agreement Section 8.6 entitled
"Cost of Living Adjustment."

5.0 TAXES

                                                                               3
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              ADT Security Services, Inc. Master Services Agreement
                              Schedule C (Charges)


* Confidential portion has been omitted and filed separately with the
Commission.




The Base Charges set forth in Schedule C, Table C-1 are exclusive of any
applicable Tax. Payment of applicable Taxes by ADT will be handled as detailed
in the Master Services Agreement Section 8.8 entitled "Taxes."

6.0 ADDITIONAL SERVICES

Additional Services shall be charged at IFOX's then prevailing rates. The rates
now in effect are as follows:



        RESOURCE                   DESCRIPTION                       FEES
- ------------------------   ---------------------------    ------------------------
                                                    
Professional Services      Technical Support              $* per hour
                           Operations Support             $* per hour

Impact Printing            Single part paper              $* per 1,000 lines
                           Multi part paper               $* per 1,000 lines

Laser Printing                                            $* per page

Media Supplies             Tape-Standard Reel             $* per tape
                           Cartridge Diskettes            $* per cartridge
                           Virtual Tape Cartridge
                                    30 Gig (Native)       $* per cartridge
                                    60 Gig (Native)       $* per cartridge


7.0 CONVENIENCE TERMINATION FEE



         TERMINATION IS EFFECTIVE IN MONTH    CONVENIENCE TERMINATION FEE
         ---------------------------------    ---------------------------
                                                             
         April 2004                                             *
         May 2004                                               *
         June 2004                                              *
         July 2004                                              *
         August 2004                                            *
         September 2004                                         *
         October 2004                                           *
         November 2004                                          *
         December 2004                                          *
         January 2005                                           *
         February 2005                                          *
         March 2005                                             *
         April 2005                                             *
         May 2005                                               *
         June 2005                                              *
         July 2005                                              *
         August 2005                                            *
         September 2005                                         *


                                                                               4
- --------------------------------------------------------------------------------
              ADT Security Services, Inc. Master Services Agreement
                              Schedule C (Charges)


* Confidential portion has been omitted and filed separately with the
Commission.




                                                                  EXECUTION COPY

                           ADT SECURITY SERVICES, INC.

                            MASTER SERVICES AGREEMENT

                                   SCHEDULE D

TABLE OF CONTENTS

                                                                           
SCHEDULE D - THIRD PARTY SOFTWARE

1.0 THIRD PARTY SOFTWARE.......................................................

     1.1 IBM THIRD PARTY SOFTWARE.............................................2

     1.2 OTHER THIRD PARTY SOFTWARE...........................................4





1.0   THIRD PARTY SOFTWARE

1.1  IBM Third Party Software

IFOX may with ADT's prior written approval in an executed Change Control
Document replace any or all of the IBM Third Party Software with functionally
equivalent software as set forth in such Change Control Document.

                            IBM THIRD PARTY SOFTWARE

     *

     *

     *

     *

     *

     *

     *

     *

     *

     *

     *

     *

     *

     *

     *

                                                                               2
- --------------------------------------------------------------------------------
              ADT Security Services, Inc. Master Services Agreement
                        Schedule D (Third Party Software)


* Confidential portion has been omitted and filed separately with the
Commission.




     *

     *

     *

     *

     *

     *

     *

     *

     *

     *

     *

     *

     *

                                                                               3
- --------------------------------------------------------------------------------
              ADT Security Services, Inc. Master Services Agreement
                        Schedule D (Third Party Software)


* Confidential portion has been omitted and filed separately with the
Commission.




1.2  Other Third Party Software

IFOX may with ADT's prior written approval in an executed Change Control
Document replace any or all of the Other Third Party Software with functionally
equivalent software as set forth in such Change Control Document.

                           OTHER THIRD PARTY SOFTWARE

     Allen Sys (ViaSoft)
     *

     Bell & Howell
     *

     BMC Software
     *

     *

     *

     *

     *

     *

     *

     *

     *

     *

     *

     *

     CA
     *

                                                                               4
- --------------------------------------------------------------------------------
              ADT Security Services, Inc. Master Services Agreement
                        Schedule D (Third Party Software)


* Confidential portion has been omitted and filed separately with the
Commission.




     *

     *

     *

     *

     *

     *

     *

     *

     *

     Chicago Soft
     *

     Candle Corp
     *

     *

     Compuware Corp
     *

     *

     *

     *

     *

     *

     Consul Risk Mgt
     *

                                                                               5
- --------------------------------------------------------------------------------
              ADT Security Services, Inc. Master Services Agreement
                        Schedule D (Third Party Software)

* Confidential Portion has been omitted and filed separately with the
Commission.



     Group 1 Software
     *

     *

     Innovation Data Proc
     *

     *

     Isogon
     *

     Mantissa Software
     *

     *

     *

     Netec Intl.
     *

     Softworks
     *

     Vertex Software
     *

     *

     *

     *

     Triology Software
     *

     *

     *

     *

                                                                               6
- --------------------------------------------------------------------------------
              ADT Security Services, Inc. Master Services Agreement
                        Schedule D (Third Party Software)

* Confidential Portion has been omitted and filed separately with the
Commission.



     *

     *

     *

     *

                                                                               7
- --------------------------------------------------------------------------------
              ADT Security Services, Inc. Master Services Agreement
                        Schedule D (Third Party Software)

* Confidential Portion has been omitted and filed separately with the
Commission.

EX-10.1B

                                                                   Exhibit 10.1B


[LETTERHEAD OF INFOCROSSING]


                                                                January 11, 2002


Mr. Arthur Kurek
Alicomp
2 Christie Heights Street
Leonia, NJ 07605

        Re:     Master Service Agreement between Infocrossing, Inc. and
                Alicomp, a division of Alicare, Inc., on the one hand and ADT
                Security Services, on the other hand, dated as of May 14, 2001
                (the "MSA")
                --------------------------------------------------------------

Dear Art:

        As we had discussed, the regular monthly commission payable to Alicomp
by Infocrossing with respect to the MSA as supplemented by all Change Request
Forms through Change Request Form #11 is $* effective January 1, 2002. Such
amount was determined by increasing the monthly commission of $* payable before
January 1, 2002 by $*. In addition, Alicomp shall receive a one-time payment of
$* and four payments of $* in connection with the resources upgrade and the
EWalker Billing Project. The $* payment will be due from Infocrossing's
collection of a one-time invoice to ADT for $*. The $* payments will be due
from monthly invoices to ADT for $* beginning in December 2001. A commission
will be payable to Alicomp only after Infocrossing has received payment of the
related invoice from ADT.

        Please indicate your agreement to the foregoing by signing the duplicate
original of this letter agreement and returning it to me.


                                                Sincerely,

                                                /s/ NICHOLAS J. LETIZIA
                                                --------------------------
                                                Nicholas J. Letizia
                                                Sr. Vice President


Agreed as of January 10, 2002
Alicomp, a division of Alicare, Inc.


By: /s/ Arthur Kurek
   ---------------------------------
   Arthur Kurek
   President


* Confidential portion has been omitted and filed separately with the
Commission.

EX-10.2A

                                                                 Exhibit 10.2A

                                                                       3/21/97


* Confidential portion has been omitted and filed separately with the
Commission.


THIS COMPUTER SERVICES AGREEMENT is made and entered into this 21 day of March,
1997 (the "Effective Date") by and between Computer Outsourcing Services, Inc.,
a New York Corporation (hereinafter referred to as "COSI"), on the one hand and
Alicomp, a division of Alicare, Inc., (hereinafter referred to as "ALICOMP") on
the other hand.

WHEREAS COSI is in the business of providing computer related services for
ALICOMP and other ALICOMP commercial customers (herein individually called "an
ALICOMP customer" and collectively called "ALICOMP Customers"; and

WHEREAS ALICOMP is desirous of obtaining certain of these services provided by
COSI under terms and conditions set forth herein; and

WHEREAS COSI is desirous of providing certain related services to ALICOMP;

                                   WITNESSETH

NOW THEREFORE in exchange for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties have agreed as follows:

1.     DEFIN1TIONS

The following terms, when used herein, shall have the meanings ascribed to them
hereinbelow:

1.     "ALICOMP Software" means the Software that is proprietary to ALICOMP or
       the ALICOMP customer, which COSI shall use to provide the Services
       hereunder.

2.     "COMMUNICATIONS MANAGER" means the individual(s) that COSI shall
       designate to receive all notices and/or formal communications under this
       Agreement.

3.     "COMPLIANCE" means, with respect to the Services, that such Services are
       provided in accordance with the then-current Performance Standards.

4.     "COMPUTER EQUIPMENT" means CPU's, terminals, direct access storage
       devices, computers, keyboards, disk drives, disks, tape drives, tapes,
       display devices, modems, multiplexors, peripherals, other input and
       output devices, communications devices, routers, servers, gateways, and
       all other computer hardware and equipment, as set forth in Exhibit A and
       attached hereto.

5.     "COMPUTER SYSTEMS" means applications and telecommunications network.


                                     PAGE 1


6.     "CONFIDENTIAL INFORMATION" means all confidential, non-public,
       proprietary information relating to a party or its clients, prospective
       clients, brokers and consultants, suppliers, or clients' clients and all
       copies and tangible embodiments thereof in whatever form or medium,
       including, without limitation, the Software, the Data, the Computer
       Equipment, and all data, files, supplier, client and customer identities
       and lists, accounting records, forecasts, project management plans,
       marketing plans, business plans, systems designs, report formats, coding
       techniques and routines, file handling and search techniques, data entry
       handling routines, and report generation routines. It shall include
       information provided in writing, graphically, electronically or orally
       (if provided orally, it shall not be deemed Confidential Information
       unless within thirty (30) days of disclosure it is identified as
       Confidential Information in writing except for prospective clients, whose
       identity shall be confidential regardless of how provided). Information
       in writing shall be treated as confidential as of the date of receipt of
       the written confirmation. Notwithstanding the foregoing, the term
       Confidential Information shall not include information that: (i) is or
       becomes publicly known through no wrongful act or breach of any
       obligation of confidentiality on the part of the party receiving same;
       (ii) is at any time received from a third party by the party that
       receives the same in connection with this Agreement (unless the party
       receiving the information has actual knowledge that the third party
       supplying such information has breached an obligation to keep the
       information confidential; (iii) was approved for release by written
       authorization from the party that disclosed the same in connection with
       this Agreement; or (iv) was disclosed without an obligation of
       confidentiality to the party receiving the same without an obligation of
       confidentiality. The parties ftirther agree that a party shall not be
       liable for (I) inadvertent disclosure of Confidential Information
       provided that (a) such party uses the same degree of care in safeguarding
       such Confidential Information as it uses for its own proprietary
       information of like importance and (b) upon discovery of such inadvertent
       disclosure of such Confidential information, such party endeavors to
       prevent any further disclosure, and (ii) unauthorized disclosure of
       Confidential Information by persons who are or who have been in the
       employ, unless it fails to safeguard such confidential Information with
       the same degree of care it uses for its own proprietary information of
       like importance.

7.     "DATA" means files and factual information of any supplier or customer of
       ALICOMP including but not limited to the respective operations that are
       used to provide the Services as defined below.

8.     "DATE OF FIRST PRODUCTIVE USE" means the date the provision of all
       Services hereunder commences (the date ALICOMP uses COSI's Computer
       Center on a live basis to process all its work). Such date shall be
       evidenced by a document executed by both parties within ten (10) days
       following such date in the form of Exhibit B attached hereto. If the
       parties fail to execute such document, the Date

                                     PAGE 2


       of First Productive use shall be deemed to be thirty (30) days prior to
       the date of issue stated on the first check in payment for the services
       provided hereunder.

9.     "EFFECTIVE DATE" means the date that this Agreement is signed.

10.    "EMERGENCY SERVICES" means services which COSI must provide promptly (but
       in any case, within one (1) hour of notice) upon request from ALICOMP.
       Such services shall include without limitation, Services to respond to
       ALICOMP needs and business requirements and to resolve problems,
       regenerate tables and provide increased availability during monthly
       financial reconciliation and year-end reporting.


11.    "FACILITY LOCATION" means 300 Harmon Meadow Boulevard, Secaucus, New
       Jersey 07094 or other location approved by ALICOMP from which
       the Services to be provided hereunder are so provided.


12.    "FORCE MAJEURE EVENT" means any event beyond the control of a party,
       including, but not limited to, acts of God, flood or fire not caused by
       negligence or any intentional act of an employee, agent or subcontractor
       of such party, earthquakes, acts of public enemies, and natural
       disasters, or changes in requirements of law, government order or
       regulation that prohibit or limit performance of the Agreement. Failure
       of a third party to provide electricity shall be a force majeure event
       only if the back up system provided by COSI is maintained and in good
       working order at the time of the event.

13.    "INTELLECTUAL PROPERTY" means copyrights, patents, trademarks, trade
       secrets, and all other intellectual property rights.

14.    "INTERNAL RESPONSE TIME" means the time it takes an instruction to go out
       from a device (from the time the Enter key is hit) until the computer
       response to the instruction (as that time is understood in the industry
       with respect to MIPS), not including the delay a data communications
       network will add ("Total Response Time"). For channel attached devices,
       Total Response Time is the same as Internal Response Time.

15.    "IPL" means Initial Program Load.

16.    "MAINTENANCE SERVICES" means, with respect to any computer Equipment or
       Software that COSI uses to provide the Services, all services necessary
       to ensure that such COSI Computer Equipment or Software is in good
       operating order an otherwise substantially conforms to the descriptions
       of the same contained in the agreements pursuant to which COSI obtained
       the right to use such Computer Equipment or Software to provide the
       Services.

                                     PAGE 3


17.    "MAJOR PROBLEM" means any failure of the Services to be in Compliance
       that ALICOMP, in the exercise of its reasonable discretion, determines
       affects ALICOMP's ability to provide services to itself or its customers,
       provided the failure is not caused by ALICOMP or its representatives or
       customers or by any data or program installed by any of the foregoing.

18.    "MINOR PROBLEM" means any failure of the Services to be in Compliance
       other than a Major Problem, provided the failure is not caused by ALICOMP
       or its representatives or customers or by any data or program installed
       by any of the foregoing (other than data or programs so installed
       pursuant to advice from or with the approval of COSI).


19.    "MIPS" means Millions of Instructions Per Second.


20.    "NEW ALICOMP SOFTWARE" means all software that is developed or purchased
       by or for ALICOMP and used by COSI solely to provide the Services and for
       no other purpose, including, without limitation, all derivative works of
       ALICOMP Software.

21.    "PRIME SHIFT TIME" means Monday through Friday 7:30 A.M. to 8:00 P.M. and
       Saturday 7:30 A.M. through 3:00 P.M. inclusive fifty two weeks per year.

22.    "NON PRIME SHIFT TIME" means all times of the day other than Prime Shift
       Time.

23.    "PERFORMANCE STANDARDS" means the standard of performing the Services
       hereunder as set forth herein.

24.    "SERVICES" means all functions and responsibilities described in Exhibit
       A attached hereto, as modified from time to time.

25.    "SOFTWARE" means Software (in Source Code and executable code forms) and
       all programming, systems and user documentation related to such Software.

26.    "SOURCE CODE" means, with respect to any computer program or portion
       thereof, a full source language statement of such program and all
       documentation related to maintenance for such program, including, without
       limitation, all flow charts, schematics and annotations that comprise the
       design specification for such program.

27.    "TERMINATION COSTS" shall mean all reasonable costs of ALICOMP incurred
       after termination of this Agreement for breach by COSI before the
       expiration of the then-current term of this Agreement to obtain from a
       third party for the balance of the then current term the Services on
       substantially the same terms and

                                     PAGE 4


       conditions as those contained herein or to perform the Services itself,
       including, without limitation (a) all costs associated with any Computer
       Equipment or Software purchased, licensed or leased by ALICOMP from a
       third party to obtain from a third party the services on substantially
       the same terms and conditions as those contained herein (or to perform
       the Services itself); (b) all amounts in excess of the amounts that would
       have been paid to COSI hereunder to provide such Services; (c) all
       reasonable out-of-pocket expenses (including, reasonable legal fees and
       professional time) paid by ALICOMP to enter into all agreements required
       to obtain the Services from a third party or perform the Services itself.
       COSI's maximum liability hereunder shall be the greater of the total of
       (a), (b) and (c) or the monthly fees times the remainder of months and
       partial months in the then current term times one and one-half (1.5).

2.     TERM


(A)    The term of this Agreement shall commence on the Date of First Productive
       Use and remain in effect for thirty-six (36) consecutive months. This
       Agreement shall continue thereafter for a maximum of an additional 24
       months unless ALICOMP shall have given 180 days notice of its wish to
       terminate this Agreement. Notice may be given at any time after the
       Agreement has been in effect for thirty months.


(B)    Anything contained in this Agreement to the contrary notwithstanding,
       this Agreement shall not be effective unless and until COSI enters into a
       lease for the Facility Location.

3.     COMMENCEMENT

(A)    The Facility Location shall be ready to effectuate the Date of First
       Productive Use no later than October 1, 1997.

(B)    The Date of First Productive Use shall not be later than December 15,
       1997 provided the Facility Location is in Compliance.

4.     A. COMPUTING SERVICES

(1)    Quality of Services. At all times during the term of this Agreement, COSI
       shall provide the Services in Compliance.

(2)    Manner of Performance. COSI shall cause all Services provided by it under
       this Agreement, whether performed by COSI or its approved subcontractors,
       agents or representatives, to be performed in a timely and professional
       manner pursuant to the Exhibits attached hereto by qualified persons
       fully familiar with the Computer Equipment and the operating system
       Software as it relates to the applications software used by COSI to
       provide Services, and in compliance with

                                     PAGE 5


       all laws, ordinances, rules and regulations, all requirements of
       insurance policies, and all requirements of any third party that may have
       provided any of the Software or Computer Equipment to COSI.

(3)    Compliance with ALICOMP Rules. Each party shall ensure that its
       employees, agents, and subcontractors shall obey, when on the premises of
       the other party , all rules, regulations and security procedures and
       other requirements of that party , and all reasonable instructions and
       directions from that party and its designees.

(4)    Key Employee(s): (i) COSI shall assign Robert Wallach for as long as he
       is employed as a COSI employee, with management responsibility over COSI
       as ALICOMP's Client advocate. In the event that Robert Wallach shall
       cease to be a COSI employee, or cease to have day to day responsibility
       over the COSI outsourcing activities ALICOMP shall have the right to
       approve or disapprove his replacement as client advocate. If ALICOMP
       shall disapprove his replacement, then COSI shall use its best efforts to
       select a new client advocate acceptable to ALICOMP. COSI's client
       advocate will assure ALICOMP that any COSI corporate policy that is made
       during the term of this Agreements will be consistent with this Agreement
       or make ALICOMP immediately aware if not so.; (ii) COSI shall assign
       Thomas Laudati to work as COSI's account representative for ALICOMP; In
       the event that Thomas Laudati shall cease to be a COSI employee, ALICOMP
       -shall have the right to approve or disapprove his replacement as account
       representative. If ALICOMP shall disapprove his replacement, then COSI
       shall use its best efforts to select a replacement ALICOMP Account
       Representative acceptable to ALICOMP.

4. B.  SINGLE POINT OF CONTACT, FACILITY LOCATIONS & INSPECTION

(1)    Communications Manager. (i) Within three (3) days after the Effective
       Date, COSI shall designate in writing a qualified employee(s) of COSI
       acceptable to ALICOMP to whom all communications from ALICOMP shall be
       addressed and who has authority to act for COSI in connection with all
       aspects of this Agreement. (ii) Within three (3) days after the Effective
       Date, ALICOMP shall designate a qualified employee(s) of ALICOMP who has
       authority to act for ALICOMP in connection with all aspects of this
       Agreement. ALICOMP, in its sole discretion, may replace such employee(s)
       from time to time during the term of this Agreement upon providing notice
       of same to the Communications Manager. See Exhibit C attached hereto.

(2)    Changes to Technology. From time to time during the term of this
       Agreement, ALICOMP may provide notice to the Communications Manager that
       the Computer Equipment or Software should be modified to reflect the
       development of Software or Computer Equipment being used within the
       overall COSI operating environment that is more effective or efficient
       for the business needs of

                                     PAGE 6


       ALICOMP than that used to provide the Services at the time of such
       notice. Upon receipt of such notice, the parties shall negotiate in good
       faith to modify the Computer Equipment and/or Software accordingly to
       reflect the inclusion of such Software and/or Computer Equipment if COSI
       uses such new Software or Computer Hardware for its clients.

(3)    Facilities Location. Except as expressly permitted herein, COSI shall
       provide the Services solely from the Facility Location (sometimes known
       as the "Information Technology Facility") and such other information
       technology facilities for which COSI gives notice to ALICOMP and for
       which ALICOMP provides to COSI written consent, which consent shall not
       be unreasonably withheld. Any migration and moving costs and expenses
       incurred by ALICOMP as a result of such services being provided from
       another location, even if with ALICOMP's consent, shall be borne by COSI.
       The failure to consent by ALICOMP to relocate to a facility located both
       outside of Hudson County and more than 10 miles from the New Jersey side
       of the Lincoln Tunnel prior to 36 months from the Date of First
       Productive Use shall not be deemed unreasonable.

(4)    (a) Inspection. ALICOMP shall have the right from time to time, but in no
       event to exceed two (2) times per year, to be exercised at ALICOMP's
       option through its employees and third party consultants, auditors, or
       agents, to observe and monitor all aspects.,of performance by COSI of it
       obligations hereunder at COSI's place of performance, such observation or
       monitoring shall be upon reasonable notice. All books and records of COSI
       related to same shall be made available. COSI shall use its best efforts
       to facilitate such observations and monitoring (including, without
       limitation, providing access to any portion of COSI's premises where
       performance is occurring). ALICOMP shall pay all costs and expenses of
       ALICOMP employees and third party consultants, auditors or agents to
       observe and monitor such performance. The ALICOMP employees, auditors and
       agents who perform such observations and monitoring shall be required to
       treat a Confidential Information any information disclosed to them during
       such observation.

       (b) In addition to the inspections performed by ALICOMP, ALICOMP's larger
       ALICOMP Customers shall have the right to a similar inspection on the
       same terms and conditions set forth in the paragraph immediately above.
       ALICOMP shall take reasonable steps to limit the inspection right of its
       customers and in no event shall more than ten (10) ALICOMP Customers have
       the right to an inspection in any twelve (12) month period without prior
       written consent of COSI and no ALICOMP Customer shall have the right to
       perform more than one inspection per twelve (12) month period.

(5)    Continuity. Notwithstanding anything to the contrary contained herein,
       but subject to subparagraph 24.E., without prior consent of ALICOMP, COSI
       shall not suspend performance of its obligations hereunder during the
       term of this

                                     PAGE 7


       Agreement for any reason including, without limitation, any breach of the
       Agreement by ALICOMP other than non-payment of undisputed amounts
       becoming due hereunder for more than * after such amounts first became
       due.

4.     C. CHANGES TO SERVICES

(1)    Technological Advances. COSI shall take all commercially reasonable
       actions in accordance with the standards of the industry, without charge
       to ALICOMP to (a) maintain all Computer Equipment and Software used by
       COSI to provide Services at a technological level that will enable
       ALICOMP to maintain its competitiveness; (b) to provide to ALICOMP
       written descriptions of any technological advances scheduled for the
       overall operating environment as such technology advances become
       available and to provide at least thirty (30) days prior notice of the
       scheduled changes; and (c) to share the benefits of new technology,
       research and development.

(2)    COSI shall not install or implement any Hardware or Software to provide
       Services to ALICOMP which are unique to COSI without the prior written
       consent of ALICOMP, which consent shall not be unreasonably withheld.
       ALICOMP's refusal to grant its consent shall not be deemed to have been
       unreasonably withheld if the Hardware or Software is not commercially
       available or if a reasonable number of third party vendors do not provide
       service contracts or replacement parts as applicable or if ALICOMP will
       have to rely upon COSI to maintain the Hardware and Software after
       termination of this Agreement.

4.     D. MAINTENANCE AND SUPPORT

(1)    Problem Reports. Upon acquiring knowledge of any Major Problem or Minor
       Problem, ALICOMP shall report same to Communications Manager by
       telephone. COSI shall provide qualified personnel twenty-four (24) hours
       per day, seven (7) days per week, three hundred sixty five (365) days per
       year to provide telephone service to respond to such telephone reports
       from ALICOMP. Within one hour COSI shall provide ALICOMP with a status
       report on its efforts to correct the problem, including a statement as to
       whether COSI deems the problem to be a Major Problem or a Minor Problem.

(2)    Major Problems. COSI shall correct all Major Problems or provide a
       workaround within * of receipt of telephone reports from ALICOMP of such
       Major Problems. COSI shall provide Emergency Services including but not
       limited to qualified staff to work exclusively to correct Major Problems
       until such Major Problems are corrected. ALICOMP shall cooperate with
       COSI as may be reasonably necessary for COSI to correct such major
       Problem; provided that such cooperation shall not interrupt the normal
       business operations of ALICOMP. In the event that COSI fails to correct
       such major

                                     PAGE 8


* Confidential portion has been omitted and filed separately with the
Commission.




       Problem or provide a workaround within * of receipt of ALICOMP's
       telephone report of such Major Problem, ALICOMP may, at COSI's sole
       expense, provide employees of ALICOMP or third parties to work at COSI's
       premises to correct such Major Problem.

(3)    Minor Problems. COSI shall use its best efforts to correct all Minor
       Problems within * of receipt of telephone reports from ALICOMP of such
       Minor Problems. ALICOMP shall cooperate with COSI as may be reasonably
       necessary for COSI to correct such Minor Problems provided such
       cooperation shall not interrupt the normal business operations of
       ALICOMP.

(4)    Support. COSI shall make available by telephone twenty-four (24) hours
       per day, seven (7) days per week, three hundred sixty five (365) days per
       year, qualified personnel necessary to answer questions from ALICOMP
       regarding the, Services and to assist ALICOMP to use all features of the
       Services fully and completely. COSI shall provide responses to all such
       questions within one (1) hour after receipt of same.

(5)    Service Levels. If COSI fails to provide the Services in Compliance, and
       after notice to COSI setting forth the reason(s) for such failure,
       discussions between the parties with respect to the failure and agreement
       by COSI that the Services were not provided in Compliance the Monthly
       Fixed Fee due after the month in which COSI so fails to provide such
       Services shall be reduced as specified in this Agreement or Exhibits
       attached hereto.

4.     E. REPORTING

(1)    Performance and Cost Reporting. In addition to any reports which are
       required to be made by the Account Manager, COSI shall keep complete and
       accurate records as may be necessary (i) to monitor the performance of
       COSI obligations hereunder including, without limitation, as may be
       necessary to determine whether the Services are in Compliance; and (ii)
       to allocate costs to offices, practices, functional groups, commercial
       clients, and similar divisions and subdivisions of ALICOMP; and (iii) any
       other reasonable reports requested by ALICOMP. Within the first five (5)
       business days after the last day of each calendar month, COSI shall
       provide to ALICOMP such records relating to such calendar month in
       machine readable form on media and in data formats as may be specified by
       ALICOMP from time to time. ALICOMP may provide such records to third
       parties. CIMS reports, or equivalent agreed to by ALICOMP, however,
       needed to produce customer invoicing must be provided by the first day of
       the month immediately preceding the month for which the information is
       required.

(2)    Planned Changes. As required, COSI shall provide to ALICOMP a complete
       report of all modifications to the Computer Equipment and the Software
       used by

                                     PAGE 9


* Confidential portion has been omitted and filed separately with the
Commission.




       COSI to provide the Services that are planned by COSI to the ALICOMP
       operating environment. COSI shall discuss with ALICOMP any objections
       ALICOMP may have to such modification and shall use its best efforts to
       resolve all issues raised in connection with such objectives.

(3)    Meetings. From time to time during the term of this Agreement, within
       five (5) business days after written request for a meeting with COSI.
       COSI shall meet with ALICOMP at ALICOMP's premises or at such location as
       may be reasonably designated by ALICOMP to discuss the performance of
       this Agreement by COSI. COSI shall use its best efforts to ensure that
       any employee or agent of COSI that may be specified by ALICOMP attends
       such meetings.

5.     A. PERFORMANCE STANDARDS

(1)    (i) Computer and Data Network Availability. For both batch and on-line
       capabilities, computer and data network availability and attended
       computer operators will be provided seven (7) days per week, twenty-four
       (24) hours per day, three hundred sixty five (365) days per year, except
       for prescheduled preapproved Non Prime Shift Time maintenance coordinated
       in advance with ALICOMP. Additional or special requirements for
       maintenance will be coordinated with ALICOMP as soon as practical.

       (ii) COSI guarantees that the standard for computer and data network
       availability will be * of the time twentyfour (24) hours a day, seven (7)
       days per week, three hundred sixty-five (365) days per year (herein
       called "the Standard").


(2)    (a) Application availability. Unless ALICOMP approves otherwise, in
       writing, all updated production on-line applications shall be fully
       functional and available to ALICOMP and ALICOMP's Customers no later
       than 7:30 A.M. each morning and will be available thereafter continually
       until the daily batch cycles have to be run. The batch cycle will be run
       no earlier than 8:00 P.M. and no later than is necessary to comply with
       the 7:30 A.M. requirement; assuming "batch window" requirements for
       meeting system schedules remain consistent with performance prior to the
       Date of First Productive Use at COSI.


       (b) ALICOMP shall use its best efforts to fully test each new application
       or change to any existing application or operating system release
       (software changes) so as to minimize any Major Problems or Minor Problems
       that my results from its use. ALICOMP shall sign off on each change
       before it will be moved from Test to Production. Internal response time
       standards will be reviewed for compliance after each application change
       and jointly agreed upon with COSI. COSI shall attempt to balance and tune
       standards back in compliance. If additional resources are required to
       bring the performance back into compliance due to any change caused by
       ALICOMP, ALICOMP may purchase such

                                     PAGE 10


* Confidential portion has been omitted and filed separately with the
Commission.




       additional resources from COSI or agree to change the Standards. If
       client changes such standards such changes will be the responsibility of
       ALICOMP.

       (c) COSI will use its best efforts to make software changes required for
       COSI to be in Compliance and use its best efforts to maintain the same
       Performance Standards that existed just prior to the software change.
       ALICOMP acknowledge that new releases can cause intermittent problems
       that cannot be foreseen in advance and may not be detected during the
       testing of same in that regard. Balancing and tuning will be immediately
       attended to by COSI and COSI will promptly provide ALICOMP Emergency
       Services to bring the standard back to what it was prior to the change.

       (d) It is ALICOMP's responsibility to provide COSI with information that
       it may be in possession of which may help COSI to prepare for software
       changes requested by ALICOMP or new ALICOMP business which would require
       more resources. Should more MIPS, DASD or labor (resources) be required
       to handle a software change, COSI shall use its best efforts to provide
       such additional resources in a prompt and timely manner. ALICOMP will pay
       COSI, pursuant to this Agreement, for such increased resources.
       Additionally, ALICOMP will cooperate with COSI and provide its best
       effort to bring the standard back to those in effect prior to the
       software changes should those standards be impacted.

       (e) ALICOMP shall not prevent COSI from changing operating systems
       software as mandated by IBM or other third parties beyond the point where
       such software will not be supportable. COSI shall give ALICOMP no less
       than one hundred and twenty (120) days notice prior to the need for such
       operating systems change.

       (f) For the seven (7) days immediately following software changes, the
       system availability and Internal Response Time shall not be relied upon
       in the measurement of the Standard for COSI to be in Compliance.

(3) Internal Response Time.

       a)   For the ALICOMP Customers COSI will meet or exceed Internal Response
            Time standards. The Internal Response Time shall be measured at
            ALICOMP's current location in the sixty (60) day period immediately
            preceding the Date of First Productive Use. The method for capturing
            current Internal Response Time and Total Response Time levels shall
            be agreed upon during migration and those results will be used for
            comparison with performance levels provided by COSI and reported to
            ALICOMP.

       b)   Guaranteed average CICS Internal Response Time for ALICOMP shall be
            less than * for all transactions * of the time as measured over any
            * consecutive business days. Exhibit D

                                     PAGE 11


* Confidential portion has been omitted and filed separately with the
Commission.




            Internal response time schedule shall be the log of daily CICS
            Internal Response Time for production applications produced by
            ALICOMP at its current location in the sixty (60) business day
            period immediately preceding the Date of First Productive Use. That
            will confirm sub-second Internal Response Time for the current
            applications mix and volumes detailed.

       c)   Internal Response Time for Alico Services Corporation ("ASC") VM,
            VSE, MVS, CICS Production transactions will meet or exceed current
            performance levels of its current location as measured in the sixty
            (60) days immediately proceeding the Date of First Productive Use.
            ALICOMP and COSI will select specific transactions to find a
            sampling scheme and a toll to measure Internal Response Time for
            comparison purposes. Schedule D shall reflect these measurements and
            shall be annexed hereto prior to the Date of First Productive Use.

       d)   Total Response Time for interactive use by ALICOMP Customers will
            not differ from current performance levels of its current location
            as measured in the sixty (60) days immediately proceeding the Date
            of First Productive Use. COSI and ALICOMP will select a sample set
            of representative work stations for comparison monitoring and shall
            list such measurements on Schedule D to be attached hereto prior to
            the Date of First Productive Use.

       e)   The damages for failing to meet the requirements set forth in
            subparagraphs (a) through (d) are set forth in Paragraph 17..
            Consistent with the provisions of subparagraph 5.A.(2) above, the
            seven (7) day period immediately proceeding a software change, or
            the addition of new ALICOMP business, will not be included in
            Internal Response Time or Total Response Time measurements as it
            relates to Performance Standards being in Compliance or in the
            calculation or measurement of damages.

(4)    Processors. ALICOMP's ability to conduct its business will not be
       adversely affected by restriction on the number of regions or partitions
       available pursuant to this Agreement.

(5)    Technical Support. Technical and Operational Support will be available
       twentyfour (24) hours per day, seven (7) days per week on an on call
       basis. These services include but are not limited to the serviced
       described in functional responsibilities set forth in Exhibit A attached
       hereto.

(6)    For as long as John Eurell, Rick Rittner, Glenn Ring, Mike Pellicciotta,
       Shanti Dipnraine and Frank Mulligan are employed by ALICOMP or are
       otherwise providing services to ALICOMP, ALICOMP will have access to
       their services: (1) for the purpose of providing the Services in this
       Agreement in Compliance; (2) for utilizing their skill sets and knowledge
       of current and near term ALICOMP customers as referred to in Exhibit E
       attached hereto and for promptly

                                     PAGE 12


       helping ALICOMP evaluate prospective customer needs including the
       preparation of proposals, site visits, and any other activity required to
       facilitate the acquisition of new business. It is anticipated that these
       individuals shall remain ALICOMP employees or contractors, however the
       cost of their services, including wages, overtime, benefits and taxes
       where applicable, shall be set off against the fees payable by ALICOMP to
       COSI pursuant to Exhibit A hereto. Annual Reviews for all ALICOMP
       employees shall be done in concert with COSI senior management, it being
       understood, however, that the amount of an individual's wage increase
       will be subject to and be in conformance with COSI's standard review,
       appraisal, and compensation policy. During the term of this Agreement,
       ALICOMP and COSI shall agree if ALICOMP wishes to transfer the employment
       or contractor status of one or more of the above referenced individuals
       form ALICOMP to COSI.

(7)    Help Desk. Help Desk ("HD") shall be available twenty-four hours a day,
       seven (7) days a week. Functional responsibilities shall be set forth in
       Exhibit A.

(8)    Impact Printing. ALICOMP COSI shall perform all of the computer impact
       printing functions, including but not limited to, the functions described
       in Exhibits F attached hereto. COSI shall (i) perform all associated
       paper and form storage functions, and (ii) perform the once daily
       distribution of printed data from COSI to ALICOMP headquarters in NYC
       offices at approximately 10:00 AM each business day.

(9)    Tape Drives and Tapes. COSI will provide, as set forth in Exhibit A
       attached hereto.

(10)   Disk Storage Devices (DASD). COSI will supply storage devices with
       appropriate controllers as set forth in Exhibit A attached hereto.

(11)   Data Network Facilities. Data network facilities shall be provided as set
       forth in Exhibit A and Exhibit G attached hereto.

(12)   Computer Operations. Functional responsibilities regarding the providing
       of services, including production control, are set forth in Exhibit A
       attached hereto.

5.     B. PHYSICAL ACCESS

(1) Access to COSI's buildings and data center will be restricted by use of card
entry or similarly secure system. Security personnel shall be located on site
twenty-four (24) hours a day, seven (7) days per week.

(2) ALICOMP's employees, ALICOMP's Customers, and third party contractors
engaged by ALICOMP, shall have access to the ALICOMP offices at the Information

                                     PAGE 13


Technology Facility on a 24 hour a day basis seven days a week basis subject to
compliance with COSI's security procedures.

6.     FEES

Fees are set forth in Exhibit A attached hereto.

7.     DISASTER RECOVERY

Services shall be provided as set forth in Paragraph 24.E. and F. and Exhibit H
attached hereto.

8.     OWNERSHIP OF SYSTEMS AND MATERIALS

A.   All systems, programs, operating instructions, and other documentation
     prepared for ALICOMP by COSI shall be and remain the property of ALICOMP.

B.   Subject to Paragraph 18, upon termination of this Agreement, (i) all of
     ALICOMP's information retained in COSI's master files shall be made
     available to ALICOMP on magnetic tapes provided by ALICOMP; (ii) COSI shall
     return to ALICOMP all documents and written records of transactions and
     magnetic tapes and magnetic media belonging to ALICOMP; (iii) COSI shall
     erase all magnetic memory of ALICOMP's information no earlier than one (1)
     year following termination unless directed to do so by ALICOMP; and (iv)
     COSI shall provide any other documentation, including but not limited to,
     operating procedures and instructions to enable ALICOMP to transfer this
     documentation to ALICOMP or any third party it so designates.

9.     SOFTWARE AND COMPUTER EQUIPMENT


A.   Non IBM Party Software. COSI shall be solely responsible for obtaining
     and maintaining in ALICOMP's name all rights and licenses to operating
     systems and applications software to be granted by any of the vendors that
     are necessary for COSI to provide ALICOMP the Services in accordance with
     this Agreement; provided, however, that COSI shall not use any Software
     (other than IBM system software) to provide such Services without the prior
     written consent of ALICOMP, which consent shall not be unreasonably
     withheld. ALICOMP's consent will not be deemed to be unreasonably withheld
     with respect to any Software, the owner of which fails to provide written
     assurance that it will license such software to ALICOMP, its successor, or
     to COSI's successor should this Agreement terminate for any reason. Upon
     termination of the Agreement, COSI shall deliver to an entity designated by
     ALICOMP all of the non IBM software licenses COSI required immediately
     prior to the termination of this Agreement to perform hereunder including
     the ALICOMP licenses in effect on the Effective Date hereof as is listed

                                     PAGE 14


     on Exhibit I, provided ALICOMP or its affiliates or its customers had a
     valid license on the Effective Date of this Agreement or thereafter.


B.   Documentation Requirement. In addition to any other information that
     ALICOMP may request regarding Software and Computer Equipment for which
     COSI requests written consent, COSI shall provide access to ALICOMP to all
     technical manuals and other documentation for such Software and Computer
     Equipment in such reasonable amounts as ALICOMP may request from time to
     time.

C.   Software License. Subject to all terms and conditions contained herein,
     ALICOMP hereby grants to COSI during the term of this Agreement, a
     non-exclusive, nontransferable, world-wide, royalty free license to use,
     copy, and create derivative works of the Software and the newly acquired
     Software solely to perform the obligations of COSI hereunder.

10.  WARRANTEES

A.   Performance  Warranty - COSI.  COSI  represents  and  warrants  that at all
     times during the term of this Agreement: (i) the Services shall be in
     Compliance; and (ii) the Services will be performed by qualified personnel
     in a professional and workmanlike manner which meets or exceeds industry
     standards.

B.   Performance Warranty - ALICOMP.  ALICOMP represents and warrants that any
     Services provided by ALICOMP employees or contractors will be performed by
     qualified personnel in a professional and workmanlike manner. This shall
     not be deemed, however, to relieve COSI of any responsibility it might have
     to provide the Services in Compliance,

C.   Computer Equipment. COSI represents and warrants that COSI shall keep all
     Computer Equipment that COSI uses to provide the Services in good operating
     condition and shall undertake all repairs and preventive maintenance
     required in accordance with industry standards and practices. All Computer
     Equipment and Software shall be under a maintenance agreement with the
     manufacturer or commercially equivalent provider which covers Prime Shift
     and Nonprime Shift time.

D.   Software Integrity. C OSI represents and warrants that no component of the
     New ALICOMP Software or the COSI Software shall include any feature or
     function which may enable COSI to: (i) discontinue at any time during the
     term of this Agreement or thereafter ALICOMP's effective use of the same;
     (ii) erase, destroy, corrupt, or modify without the consent of ALICOMP of
     any ALICOMP Data or other date stored on Computer Equipment used by
     ALICOMP; or (iii) bypass any internal or external software security measure
     without the consent or knowledge of ALICOMP to obtain access to such
     ALICOMP Data or other data. COSI will

                                     PAGE 15


     advise ALICOMP if it learns that a third party may accomplish any of the
     foregoing

E.   Authority. Each party represents and warrants that it has all power and
     authority necessary to enter into and to perform this Agreement, and that
     upon execution and deliver, this Agreement shall be a legal, valid and
     binding obligation of such party enforceable against it in accordance with
     its terms.

F.   Infringement. (i) COSI represents and warrants that the New ALICOMP
     Software, the COSI Software and the Services do not and shall not infringe
     upon or misappropriate any Intellectual property of any third party; (ii)
     ALICOMP represents and warrants that ALICOMP Software and the New ALICOMP
     Software, if any, do not and shall not infringe upon or misappropriate any
     Intellectual Property of any third party.

G.   No Claims. (i) COSI represents and warrant that no claim (whether or not
     embodied in an action, past or present) has been made to it that the COSI
     Software infringes or misappropriates any Intellectual Property and that no
     such claim is pending against COSI or against any entity from which COSI
     obtained such rights; (ii) ALICOMP represents and warrants that no claim
     (whether or not embodied in an action, past or present) has been made to it
     that the ALICOMP Software and/or the New ALICOMP Software infringes or
     misappropriates any Intellectual Property and that no such claim is pending
     against ALICOMP or against any entity from which ALICOMP obtained such
     rights.

H.   Disclaimer of Warranty. Except as expressly specified herein, no party
     makes any other warranty, expressed or implied, and both parties disclaim
     the implied warranties or merchantability or of fitness for a particular
     purpose.

11.  LIMITATION OF REMEDIIES

In addition to the rights and obligations set forth in Paragraph 17:

A.   COSI Limitation of Liability. COSI's maximum liability for direct damages
     arising out of, or resulting from each breach of this Agreement by COSI
     shall be * of the net fixed minimum overall fee at the time of such breach.
     COSI shall have no liability for any services provided by ALICOMP to
     ALICOMP Customers under agreements between ALICOMP and ALICOMP Customers
     (herein individually called a "Customer Agreement" and collectively called
     "the Customer Agreements") except and only to the extent that ALICOMP under
     any Customer Agreement in effect as of the Effective Date of this Agreement
     is obligated to such ALICOMP Client for failure to provide such services.
     Any limitation of liability available to ALICOMP under such Customer
     Agreement shall likewise be available to COSI. COSI shall have no liability
     for any services ftirnished under any Customer Agreement entered into
     during the term of this

                                     PAGE 16


* Confidential portion has been omitted and filed separately with the
Commission.




     Agreement, unless agreed to by COSI in writing at or prior to the time the
     ALICOMP Customer Agreement is entered into. Provided, however, that if
     ALICOMP Customers terminate their agreement(s) with ALICOMP for reasons
     arising out of COSI's failure to be in compliance with the Performance
     Standards then ALICOMP shall be entitled to show such terminations as proof
     of COSI's breach of this Agreement in any dispute resolution process or
     litigation.

B.   ALICOMP's Limitation of Liability. ALICOMP's maximum liability for direct
     damages arising out of, or resulting from, each breach of this Agreement by
     ALICOMP shall be an amount equal to * of the net fixed minimum annual fee
     at the time of such breach.


C.   General Limitation of liability. Each party's liability in the aggregate
     arising out of, or relating to, this Agreement, from any cause whatsoever,
     and regardless of the form of action (whether in contract or in tort,
     including negligence) shall be limited to direct damages in the aggregate
     up to *. Neither party shall be liable for any indirect or consequential
     damages or for the loss of data even if such party shall have been advised
     of the possibility of the liability of such potential loss or damage.


12.  CONFIDENTIAL TREATMENT OF INFORMATION

A.   (1) Use and Disclosure. Except as expressly provided otherwise herein, each
     party shall keep and maintain the Confidential Information disclosed to,
     learned by, or otherwise acquired in connection with the Services or this
     Agreement by, such party in strict confidence, whether in oral, written or
     graphical form, and shall not use or disclose the same except: (i) to
     employees or consultants of such party who need access to such Confidential
     Information to perform their obligations to the other and who have entered
     into written agreements with such party containing obligations of
     confidentiality substantially similar to those contained herein; or (ii) as
     required by law or court order. (2) In the event that a party received a
     request to disclose all or any part of any Confidential Information
     disclosed to, learned by, or otherwise acquired in connection with the
     Services or this Agreement by it hereunder under the terms of a valid and
     effective subpoena or order issues by a court of competent jurisdiction or
     by a judicial or administrative agency or legislative body or committee,
     such party agrees to (i) immediately notify the other of the existence,
     terms and conditions surrounding such request; (ii) consult with the other
     on the advisability of taking available legal steps to resist or narrow
     such request; and (iii) if disclosure of such Confidential Information is
     required or deemed advisable, exercise its best efforts to obtain an order
     reliable assurance that confidential treatment will be accorded to such
     portion of the Confidential Information to be disclosed which each party
     designates. Both parties shall be liable for any breach by its employees,
     consultants or agents of the provisions of this Agreement as such employee,
     consultant or agent is acting within the scope of his/her authority at the
     time of the breach. Each employee, consultant or agent of

                                    PAGE 17


* Confidential portion has been omitted and filed separately with the
Commission.




     each party shall take all steps (by instruction, agreement or otherwise)
     necessary to maintain the confidentiality of the Confidential Information
     and use the same degree of care it uses to avoid disclosure of its own
     Confidential Information of like importance.

B.   Return of Confidential Information. Upon any expiration or termination of
     this Agreement or upon reasonable request, unless otherwise expressly
     specified in this Agreement, each party shall return all Confidential
     Information disclosed to, learned by, or otherwise acquired in connection
     with the Services of this Agreement by each party to the other.


C.   Remedy. Each party acknowledges and agrees that breach of this Section 12
     with respect to Confidential Information disclosed to, learned by, or
     otherwise acquired in connection with the Services or this Agreement by
     such party by any party may cause immediate and irreparable harm to the
     other for which the payment of money may not adequately compensate the
     other. Therefore, upon being advised of a breach of Section 12 with respect
     to Confidential Information, each party agrees to take immediate steps to
     secure such breach. In the event that the party that committed the breach
     fails to notify the other within one (1) business day that it has cured the
     breach, the aggrieved party shall be entitled to seek injunctive and other
     relief. In addition to the foregoing, the aggrieved party shall be entitled
     to any relief provided in this Agreement for damages incurred as a result
     of the breach.


13.  AUDITS

Upon reasonable notice and compliance with COSI's written security procedures (a
copy of which will be provided to ALICOMP by the Effective Date) COSI agrees to
permit ALICOMP, or its agents or designees, to audit the procedures for handling
and processing of ALICOMP Data covered by this Agreement. ALICOMP shall have
access to third party audits, internal EDP audits, and shall have the ability to
audit bills and invoices submitted to ALICOMP for payment. COSI agrees to comply
with all reasonable audit recommendations.

14.  MODIFICATIONS OF PROCEDURES

COSI may, at its reasonable discretion, make changes in its standards and
procedures for providing computing services in Compliance. COSI agrees to notify
ALICOMP, in advance, of all changes.

15.  TERMINATION FOR NONPAYMENT

In the event ALICOMP fails to pay charges properly invoiced to ALICOMP by COSI
within * after the date on which such payment is due, COSI, in its discretion,
may terminate this Agreement thirty (30) days after written notice to

                                     PAGE 18


* Confidential portion has been omitted and filed separately with the
Commission.




ALICOMP; unless ALICOMP has tendered the overdue payment before the expiration
of such thirty (30) day notice period,

16.  INSURANCE

COSI shall procure and maintain through the term of this Agreement, at COSI's
sole cost and expense, at least the following types and amounts of insurance
coverages.


A.   COMMERCIAL GENERAL LIABILITY INSURANCE (including premises/operations
     liability, independent contractors liability, contractual liability,
     product liability, completed operations liability, broad form property
     damage liability, personal injury liability, and extended bodily injury and
     death coverage) in a minimum amount of $1,000,000 per occurrence and
     $2,000,000 aggregate combined single limit for bodily injury (including
     death, personal injury, or property damage).

B.   FIDELITY EMPLOYEE INSURANCE INCLUDING COMPUTER CRIME INSURANCE providing
     coverage for direct or indirect loss to ALICOMP including any loss of
     money, securities, or property other than money or securities to clients
     and any legal liability of ALICOMP arising out of or related to fraudulent
     or dishonest acts committed by the employees of COSI or its subcontractors,
     whether identified or not acting alone or in collusion with others, in a
     minimum amount of $5,000,000 with full indemnification of ALICOMP.

C.   COMMERCIAL AUTOMOBILE LIABILITY INSURANCE including coverage for owned,
     hired, and non-owned vehicles with a combined single limit of $1,000,000
     per occurrence for bodily injury, personal injury (including death), and
     property damage.

D.   UMBRELLA LIABILITY INSURANCE in minimum of $2,000,000.

E.   WORKERS COMPENSATION INSURANCE covering COSI's employees in an amount not
     less than the limits required by law and Employers Liability Insurance
     covering COSI's employees in an amount not less than $500,000 per
     occurrence.

F.   RISK OF LOSS COSI is responsible for risk of loss of care, custody and
     control, or damage to all Computer Equipment and Software within its
     possession or control on site at the facility.

G.   ERRORS AND OMISSIONS providing a minimum of $21,000,000 per occurrence.


17.  DEFAULTS AND REMEDIES

A.   Upon any material breach of this Agreement or any series of breaches that
     collectively constitute a material breach of this Agreement by COSI,
     ALICOMP

                                    PAGE 19





     shall give notice followed by written confirmation to COSI stating with
     reasonable specification the nature of such material breach. COSI shall,
     where the breach has a material adverse impact on ALICOMP, immediately
     initiate Emergency Services to correct the breach and continue these
     efforts by reasonable means in order to correct the breach. In the event
     the breach is not remedied within ten (10) days of receipt of written
     notice ALICOMP may, at ALICOMP's sole discretion, give COSI a thirty (30)
     day written notice of its intent to terminate this Agreement. If the breach
     is cured within such thirty (30) day period after notice is given prior to
     termination, ALICOMP may, at its sole discretion, advise COSI of its
     intention not to terminate this Agreement by giving COSI reasonable notice
     of such intent as soon as practicable under the circumstances. If ALICOMP
     elects to terminate this Agreement, COSI shall fully cooperate in ALICOMP's
     migration to a new arrangement and provide the Termination Services and
     Termination Assistance itemized in Paragraph 18. Notwithstanding such
     termination, COSI shall be required to continue to provide the Services at
     a prorata daily usage rate. In addition, COSI shall be obligated to
     reimburse ALICOMP for its Termination Costs.

B.   The parties have recognized and agreed that the damages which ALICOMP would
     sustain in the event that COSI fails to make the computer and data network
     available in accordance with the requirements of Paragraph 5 or fails to
     make the applications available or fails to meet the Internal Response
     Times all as set forth in Paragraph 5 of this Agreement would be difficult
     to measure and have agreed to the following formula for the calculation of
     such damages as their best estimate of the calculation of such damages and
     not as a penalty.

(1)  Computer, applications and data network unavailability for ASC only. There
     shall be no damages for any month in which the computer, Applications and
     data network is available to ALICOMP for * of the time irrespective of what
     times during the month the computer, Applications, and data network is
     unavailable unless caused by ALICOMP. If the computer, Applications and
     data network is unavailable for more than * of the time during any month
     then for each hour of the time during that month that the computer,
     application and data networks is unavailable beyond * of the time the fees
     for that month that would otherwise be due to COSI shall be reduced by the
     sum of * dollars for each hour, (prorated to the nearest minute) for which
     the computer, Applications and data network is unavailable during Prime
     Shift Time and * dollars for each hour during which the computer and data
     network is unavailable during the Non-Prime Shift Time. As used herein the
     term "data network" shall mean the T-1 link backed up by a second T-1 link
     between the COSI Information Technology Facility and ASC headquarters at
     730 BROADWAY, NEW YORK, NY 10003, as well as the link to the ALICARE
     affiliate's facility backed up by a dial-up connection in Salem, New
     Hampshire.

                                    PAGE 20


* Confidential portion has been omitted and filed separately with the
Commission.




(2)  Internal Response Times: Unless caused by ALICOMP, if average internal
     response times for ASC applications, as qualified in Paragraph 5.A.(3)a)
     and b), fails to be less than * for all transactions * of the time as
     measured over any * consecutive business days the fees for the month in
     which a majority of the * days fall which would otherwise be due to COSI
     shall be reduced as follows: If the average internal response time for ASC
     production applications is less that *, as measured over any * consecutive
     business days, for less than * of the time (that is, the average response
     time for all ASC production applications processed over the above
     referenced * consecutive business days must be * or less as confirmed by
     Schedule D referenced in Paragraph 5.A.3) -the fee shall be reduced as
     follows: For each additional * of the time for which the average response
     time is more than * over the measuring period set forth in this
     subparagraph the fee shall be reduced by *.

(3)  ALICOMP Customer Computer, Application and Data Network Unavailability.
     Except for ASC the damages set forth in Subparagraph 17.B.(l) or 17.B.(2)
     shall not be applicable unless ALICOMP is obligated to pay such damages to
     its customers and in such event damages shall be limited to the amounts to
     which ALICOMP is obligated to pay to its customers and in no event shall be
     due with respect to any customer ,other than a ALICOMP hospital customer,
     provided, however, that in the event that such unavailability becomes
     material then ALICOMP may terminate this Agreement, subject to COSI's right
     to effectuate a cure of the unavailability.

(4)  In no event shall the damages set forth in 17.B.(l) in the aggregate for
     any month exceed *.

(5)  In addition to the foregoing damages but subject to the occurrence of any
     Force Majeure Event ALICOMP shall be entitled to terminate this Agreement
     if in any * consecutive day period either the computer, Applications,
     and/or data network or a combination thereof are unavailable for more than
     * hours due to the action or inaction of COSI or average internal response
     time for all ASC production transactions is more than * over the same
     period.

18.  TERMINATION RIGHTS

A.   Termination Services. Upon any termination or expiration of this Agreement
     for any reason including, without limitation, for breach by ALICOMP, other
     than nonpayment of undisputed amounts for more than three (3) months after
     such amounts become due, COSI shall provide to ALICOMP all services and
     assistance necessary to enable ALICOMP at ALICOMP's option either: (i) to
     commence performance of the Services; or (ii) to enter into all agreements
     with third parties necessary to

                                     PAGE 21


* Confidential portion has been omitted and filed separately with the
Commission.




     enable such third parties to provide to ALICOMP the services and to
     commence providing the Services to ALICOMP.

B.   Termination Assistance. At the expiration or termination of this Agreement
     and as part of the inducement of ALICOMP to enter into this Agreement,
     regardless of the reason for such expiration or termination (other than for
     non-payment of undisputed amounts for more than * after amounts become
     due), COSI will cooperate with ALICOMP and provide ALICOMP with assistance
     to establish substitute or replacement Services to ensure the orderly
     transfer, with minimal disruption to ALICOMP or its designee of the
     Services provided by COSI hereunder. Therefore, commencing upon any notice
     of termination or expiration, or of non-renewal (including, without
     limitation, a termination resulting from a material breach or default by
     ALICOMP), ALICOMP may direct COSI to perform and, if so directed, COSI
     shall perform Services in connection with migrating the work of ALICOMP and
     its affiliates to a new service provider. These termination assistance
     services shall be provided during the remainder of the term of this
     Agreement, if any, and for services other than data processing shall be
     provided for so long as ALICOMP in its sole discretion may determine. The
     assistance services shall include providing ALICOMP and its agents,
     contractors, and consultants, as necessary, with reasonable access to all
     Software and Computer Equipment then being used by COSI to provide the
     Services until the effective date of termination or expiration. The
     assistance services described above shall include, but are not limited to,
     the following:

C.   PRE-MIGRATION SERVICES

i)   Freezing all non-critical changes to Software. ALICOMP's customers shall
     unilaterally determine which changes are critical;

ii)  Notifying all outside vendors of procedures to be followed during the
     turnover phase;

iii) Reviewing all Software libraries (tests and production) with new service
     provider;

iv)  Analyzing space required for the databases and Software library;

v)   Generating a tape and computer listing of the Source Code in a form
     reasonably requested by ALICOMP; and

vi)  Providing training to new operations staff.

vii) NOTIFICATION TO SOFTWARE VENDERS OF THE MIGRATION/

                                     PAGE 22


* Confidential portion has been omitted and filed separately with the
Commission.




D.   MIGRATION SERVICES

i)   Unloading the production databases;

ii)  Delivering tapes of production databases (with content listing) and all
     items listed in Paragraph 8 to new operations staff;

iii) Assisting with the loading of the databases;

iv)  Assisting with the telecommunications turnover; and

v)   Assisting in the execution of a parallel operation.

E.   POST-MIGRATION SERVICES

i)   Consulting support on an "as needed" basis for up to ninety (90) days as
     may be requested by ALICOMP; and

ii)  Turnover of any remaining reports and documentation still in the possession
     of COSI; and


iii) Affiliates. At ALICOMP's request, COSI agrees to provide the types of
     termination assistance described in this Section 18 to any customer or part
     of customer of ALICOMP that ceases during the term of the Agreement at the
     internal cost of COSI plus * as set forth in Section 4.C)(2) herein
     above;and


iv)  Termination Costs. If ALICOMP terminates Agreement for breach by COSI, COSI
     shall pay to ALICOMP Termination Costs associated with such termination
     and;

v)   ALICOMP shall not be prohibited from soliciting for employment by ALICOMP
     any other party that ALICOMP desires, those COSI employees who were former
     employees of ALICOMP or COSI employees who have gained critical and
     extensive knowledge of ALICOMP's operational services during the term of
     this Agreement except those current COSI employees named in Schedule G
     attached hereto.

19.  INDEMNITY

A.   COSI shall defend, indemnify, and hold ALICOMP harmless from and against,
     and shall pay all costs, fees and expenses (including reasonable attorney's
     fees) of ALICOMP associated, with any claim by any third party: (a) that
     results from any breach by COSI of any representation, warranty or other
     obligation contained herein or (b) that relates in any way to any act or
     omission of any employee or subcontractor of COSI or client. ALICOMP upon
     receipt of notice of a claim

                                     PAGE 23


* Confidential portion has been omitted and filed separately with the
Commission.




     covered by the terms hereof will promptly notify of any claim or litigation
     to which the indemnity set forth herein applies. COSI will assume the
     defense of such claim at its sole cost and expense. ALICOMP shall cooperate
     in such defense or settlement at the indemnitor's cost and expense. The
     indemnitor shall not enter into any settlement imposing any liability or
     restriction on ALICOMP without its prior written consent or failing to
     include an unconditional release for it in a form that is reasonably
     acceptable. In addition, ALICOMP may, at its sole option and expense,
     assume the defense in any such action, including with respect to any
     settlement or compromise thereof.

B.   It is anticipated that certain ALICOMP employees and or contractors may
     provide services to COSI with respect to non ALICOMP customers of COSI.
     COSI's obligations to ALICOMP set forth in subparagraph A immediately
     preceding shall apply to any claims associated with or brought or asserted
     by such COSI customers as a result of any act or omission of such ALICOMP
     employee.

C.   ALICOMP shall defend, indemnify, and hold COSI harmless from and against,
     and shall pay all costs, fees and expenses (including reasonable attorney's
     fees) of COSI associated, with any claim by any third party: (a) that
     results from any breach by ALICOMP of any representation, warranty or other
     obligation contained herein or (b) that relates in any way to any act or
     omission of any employee or subcontractor of ALICOMP. COSI upon receipt of
     notice of a claim covered by the terms hereof will promptly notify of any
     claim or litigation to which the indemnity set forth herein applies.
     ALICOMP will assume the defense of such claim at its sole cost and expense.
     COSI shall cooperate in such defense or settlement at the indeninitor's
     cost and expense. The indemnitor shall not enter into any settlement
     imposing any liability or restriction on COSI without its prior written
     consent or failing to include an unconditional release for it in a form
     that is reasonably acceptable. In addition, COSI may, at its sole option
     and expense, assume the defense in any such action, including with respect
     to any settlement or compromise thereof.

20.  TAX COOPERATION

The parties agree to fully cooperate with each other to enable each to more
accurately determine its own tax liability and to minimize such liability to the
extent legally permissible. Each party shall provide and make available to the
other any resale certificate, information regarding out-of-state sales or use of
equipment, materials or services, and other exemption certificates or
information reasonably requested by either party.

21.  MARKETING AGREEMENT

The Marketing Agreement between ALICOMP, INC. and COSI dated March 1997 shall be
incorporated hereto and made a part of this Agreement.

                                     PAGE 24


22.  DISPUTE RESOLUTION

The parties shall seek to resolve any controversy between them first by
negotiating with each other in good faith in face-to-face negotiations between
the respective authorized senior executives of the parties. Except as otherwise
provided in this Agreement, all claims, disputes, controversies and other
matters in question between the parties to this Agreement which cannot be
resolved by the parties shall be settled by binding arbitration in accordance
with the following procedures:

A.   Any arbitration shall be conducted in accordance with the commercial rules
     of the American Arbitration Association ("AAA") then in effect.

B.   Either party may serve upon the other party by certified mail a written
     demand that a claim, dispute, or controversy be submitted to arbitration.
     The demand, which shall be effective upon receipt, shall specify in
     reasonable detail the nature of the claim, dispute, or controversy and
     shall be made within a reasonable time after the claim, dispute, or
     controversy has arisen and after completion of the good faith negotiations
     described above. In no event shall the demand for arbitration be made more
     than twelve (12) months after the claim or cause of action arises.

C.   Within fifteen (15) days after service of a demand for arbitration, the
     parties shall attempt to agree upon a single arbitrator.

D.   In the event the parties cannot agree upon a single arbitrator, either
     party may request the AAA to provide a list of arbitrators. If, within
     fifteen (15) days from receipt of such list, the parties fail to agree upon
     an arbitrator from the persons named or for any reason the appointment
     cannot be made from the list submitted by the AAA, then the arbitrator
     shall be appointed by the AAA.

E.   The arbitration proceeding shall be held in New York, New York, unless the
     parties agree otherwise.

F.   The parties agree to equally share the cost of such arbitration, although
     each shall bear the expense of their own legal counsel and expert
     witnesses.

G.   The parties agree that the award or result of such arbitration may be
     enforced by any court having jurisdiction over the appropriate party,
     including but not limited to the Supreme Court in New York County, New
     York.

H.   The written decision of the Arbitrator shall be final and binding on the
     parties if the damages sought by any party are related to the Services and
     if the damages sought by any party are equal to or less than the monthly
     fixed fee at the time and nonbinding in all other cases.

                                     PAGE 25


23.  CHANGE OF CONTROL

If at any point in time during the term of this Agreement any entity other than
Zach Lonstein or any other entity in which Zach Lonstein has a greater than 50%
interest or otherwise controls acquires more than fifty percent (50%) of the
COSI stock there shall be deemed to be a change of control. In the event of a
change of control, ALICOMP shall have the right to elect to terminate this
Agreement upon not less than thirty (30) days notice. COSI shall endeavor and
use its best efforts to give ALICOMP as much advance notice of its change of
control as possible without violating governmental bodies' regulations or
statutes or other duties in confidentiality they may be subject to. In the event
that ALICOMP elects to terminate this Agreement in the event of change of
control, COSI shall be liable to provide ALICOMP all of the services provided
under Section 18 of this Agreement provided further that if the entity which
takes control is a competitor of ALICOMP, COSI shall also pay the Termination
Costs as defined in paragraph 1.27 hereof.

24.  MISCELLANEOUS

A.       This Agreement shall be governed by, and construed according to, the
         laws of the State of New York without regard to its conflicts of law
         provisions. This Agreement superseded all prior agreements and
         understandings between the parties relating to the, subject matter
         hereof, and may not be changed or terminated orally, and no change,
         termination or waiver or any of the provisions hereof shall be binding
         unless in writing and signed by the party against whom the same is
         sought to be enforced.

B.       In the event of any conflict between the terms and conditions of this
         Agreement and the terms and conditions of any purchase Order or similar
         document issued by ALICOMP and accepted by COSI, the terms and
         conditions of this Agreement shall control. All Exhibits attached
         hereto are included as part of this Agreement.

C.       Neither this Agreement nor the provision of this Paragraph may be
         changed amended, modified, terminated, or waived, as a result of any
         failure to enforce any provision or the waiver of any specific breach
         or breaches hereof, or any course of conduct of the parties. This
         Agreement may only be amended by a written instrument, executed by
         ALICOMP and COSI.

D.       This Agreement shall not be assigned or transferred by either party
         without the written consent of the other party which consent shall not
         be unreasonably withheld, or except together with and as a part of its
         entire assets, business and goodwill as a going concern, and on the
         condition that upon such assignment, the assignee shall expressly
         assume assignor's obligations hereunder, and shall be subject to all of
         the terms and conditions of this Agreement; provided,

                                     PAGE 26


         however, ALICOMP shall be permitted to assign this Agreement to any
         subsidiary of ALICOMP or affiliate thereof.

E.       COSI shall not be liable to ALICOMP for any delay or failure in
         providing the Services in Compliance caused by a Force Majeure Event.
         Hours of Computer Systems unavailability shall not include hours
         directly attributable to a Force Majeure Event. However, once COSI
         regains control of its operations either at the Disaster Recovery site
         or at the Information Technology Facility, COSI will resume normal
         services immediately and is not excused from additional periods of
         unavailability. No party shall be liable for any failure to perform
         caused by any Force Majeure Event as long as: (i) such party provides
         to the other party notice of such Force Majeure Event promptly upon
         occurrence of the same; (ii) such party performs fully and completely
         all obligations of such party during the existence of such Force
         Majeure Event that such party can perform; and (iii) such party uses
         its best efforts to recommence full and complete performance of its
         obligations as soon as possible after the occurrence of such Force
         Majeure Event; and (iv)COSI maintains its own electrical generating
         capacity sufficient to enable COSI to perform Services in Compliance
         under this Agreement and COSI makes such electrical power available to
         ALICOMP except that in the event that the Force Majeure Event is one
         which prevents COSI from operating its own electrical generating
         equipment then COSI shall be relieved of its obligation to provide
         electrical power to ALICOMP. Notwithstanding anything to the contrary
         contained herein, ALICOMP shall have no obligation to pay any amount
         under this Agreement during the existence of any Force Majeure Event
         that causes COSI to fail to provide the Services in Compliance.

F.       Required Disaster Recovery Agreement.

         (1)      COSI at all times during the term of this Agreement shall be
                  party to an agreement with Comdisco Disaster Recovery
                  Services, Inc. (herein "Comdisco") or with another entity
                  which can and does provide the same services which Comdisco
                  provided as of the date hereof (herein a "Comdisco Successor")
                  which agreement provides that Comdisco or the Comdisco
                  Successor shall provide for the ALICOMP data, ALICOMP
                  Software, New ALICOMP Software, COSI Computer Equipment and
                  COSI Software all services that any third party (including
                  Comdisco) is obligated at any time to provide to COSI for the
                  data, Software, and Computer Equipment used by ALICOMP
                  business. No occurrence of any event shall be deemed a Force
                  Majeure Event with respect to COSI unless, at the time of such
                  occurrence and during the existence of such event, COSI is
                  party to such an agreement with Comdisco or Comdisco
                  Successor.

         (2)      Required Cure Period. If any Force Majeure Event cannot be
                  cured within forty-eight (48) hours of the commencement of
                  same in the

                                     PAGE 27


                  reasonable opinion of COSI, COSI shall, within twelve (12)
                  hours of commencement of same, make arrangements with Comdisco
                  or the Comdisco Successor to provide the Services hereinafter
                  described, at the Comdisco facility or the Comdisco Successor
                  facility within forty-eight (48) hours of the commencement of
                  such Force Majeure Event. COSI shall advise ALICOMP within
                  twelve (12) hours of the commencement of such Force Majeure
                  Event whether the Services are going to be moved to the
                  Comdisco or Comdisco Successor facility or if the Services
                  will remain at the COSI Computer Facility.

                  Provided further that if one of ALICOMP's customers requests
                  COSI to declare a disaster and move to the Disaster Recovery
                  site sooner, COSI shall do so if the customer agrees to pay
                  the declaration fee and all other costs. If COSI ultimately
                  declares a disaster for its other customers it shall reimburse
                  the ALICOMP customer for these expenses.

         (3)      Right to Terminate. If any Force Majeure Event continues for
                  three (3) calendar days and COSI fails to provide the Services
                  in Compliance due to any Force Majeure Event for such period,
                  ALICOMP may, in its sole discretion, terminate this Agreement
                  without any obligation to pay any amount to COSI for any
                  period commencing with the first day of the Force Majeure
                  Event. Upon such termination, except as expressly provided in
                  Section 24J., the parties shall have no further obligations
                  hereunder; provided, however, that COSI shall be required to
                  perform the obligations of COSI to the fullest extent
                  possible during the continued existence of such Force Majeure
                  Event. Notwithstanding the foregoing, ALICOMP shall not have
                  the right to terminate this Agreement under this Paragraph 18
                  and shall not be obligated to make the payments required under
                  this Agreement if, in connection with each Force Majeure Event
                  that may occur:

                  (i)    COSI has implemented fully and completely the Disaster
                         Recovery Plan specifically in the Procedures manual in
                         Exhibit E to be attached hereto (the "Plan"); and

                  (ii)   Within forty-eight (48) hours after the commencement of
                         such Force Majeure Event, all Software and Computer
                         System(s) designated a "Critical Application" in the
                         Plan are fully operational and available for use; and

                  (iii)  Within seventy-two (72) hours after the commencement of
                         such Force Majeure Event, all Software and Computer
                         Systems used to provide the Services are fully
                         operational and available for use.

                                     Page 28


G.       The parties agree to reasonably cooperate with one another in order to
         effect the completion of any and all documents, exhibits and agreements
         reasonably necessary in order to carry out the obligations contained in
         this Agreement and the supplements and Exhibits thereto. The parties
         acknowledge that certain specific information needed to complete the
         Exhibits attached hereto may not be complete until after this Agreement
         is signed (effective date). Notwithstanding the foregoing COSI does
         agree that the pricing set forth in Exhibit A will not change upon
         completion of the Schedules or Exhibits.

H.       ALICOMP may engage consultants and subcontractors to assist it in the
         performance of this Agreement. COSI may not engage any subcontractors
         to perform any obligation of COSI hereunder except as specified in this
         Agreement without obtaining the prior written consent of ALICOMP for
         each such subcontractor, which may not be unreasonably withheld.

1.       Except as required by law, no party shall disclose to any third party
         for any purpose, including without limitation, for advertising and
         promotional purposes any terms and conditions of the Agreement or the
         name that may be used to identify any other party without the prior
         written consent of such party.

J.       Certain sections hereof shall survive any expiration or termination of
         this Agreement as follows: Sections 1, 8, 10, 11, 17, 18, 19, 20, 22,
         and 24 shall survive for six (6) years beyond any expiration or
         termination of this Agreement. Section 12 shall survive any expiration
         or termination of this Agreement by three (3) years. The sections
         requiring COSI to provide services shall survive any termination of
         this Agreement so long as there are ALICOMP clients utilizing COSI's
         computer services of any kind for which ALICOMP is liable for such
         performance of Services provided ALICOMP pays for such services or the
         ALICOMP Client.

K.       Any notice required or permitted to be made to a party pursuant to this
         Agreement will be in writing and deemed sufficiently given if sent to
         such party by overnight courier, or by certified mail;, postage
         prepaid, addressed as set forth in Exhibit C or to such other address
         as a party shall designate by written notice given to the other party.
         Such notice shall be deemed to have been given (a) one (1) day after
         being sent by overnight mail or by courier service; or (b) three (3)
         days after being sent, if sent by certified mail.

L.       In the event that the ALICARE desires to sell ALICOMP, ALICARE shall
         give COSI notice of the potential sale. In the event that COSI makes an
         offer to purchase ALICOMP and its offer is the highest offer received
         and equals or exceeds the non price terms of any other offer received,
         ALICOMP shall either accept COSI's offer or withdraw its offer to sell
         ALICOMP from all parties and ALICARE shall have no liability to COSI.
         If COSI's offer is not the highest offer received ALICARE shall afford
         COSI a ten business day period to match

                                     PAGE 29


         the price and terms of the highest offer received by ALICARE. The
         foregoing not withstanding, in the event that the highest bid received
         is not satisfactory to ALICARE, in its sole and unfettered discretion,
         which may be applied unreasonably, ALICARE may decline to sell ALICOMP
         to any party, including COSI, and shall have no liability to COSI.

IN WITNESS WHEREOF, the parties hereto, each acting under due and proper
authority, have executed this Agreement as of the day and year first above
mentioned.


FOR:        ALICOMP                          FOR:   COSI

SIGN:       /s/ ARTHUR KUREK                 SIGN:  /s/ ZACH LONSTEIN
            ---------------------------             ----------------------------
NAME:           Arthur Kurek                 NAME:      Zach Lonstein
            ---------------------------             ----------------------------
TITLE:          President                    TITLE:     Chairman
            ---------------------------             ----------------------------
DATE:           3/21/97                      DATE:      3/21/97
            ---------------------------             ----------------------------


                                     Page 30




                                EXPLANATORY NOTE

Notwithstanding references to other exhibits in this agreement, the only
exhibit which the parties prepared was Exhibit A, which immediately follows
this Explanatory Note.




                                                               cosi EXA 3.21.97d

                                   EXHIBIT "A"
                        TO THE SERVICES AGREEMENT BETWEEN
             ALICOMP AND COMPUTER OUTSOURCING SERVICES, INC. (COSI)
                                FEES AND SERVICES

A.   PRICING DETAIL

I -  Fixed minimum annual fees for three years to be paid monthly as of the full
     live  cutover date (Date of First Productive Use) is $* ($*) less the
     following monthly credits for ALICOMP Technical Staff-

                                                    
     Operations:                                            1998 Salaries (est.)
     Operations Vice President
     Operations Director
     Technical Support Specialist
     Production Control Manager
                                       Benefits *
                                       Total                $   *
                                                            ---------

     Technical Services Consultants:
     Senior Technical Support Specialist
     Senior Technical Support Specialist

                                                            $   *
                                                            ---------

     Total Staff Credit                                     $   *
                                                            ---------

     

This staff credit will, be adjusted each year for each staff member or
consultant listed above in accordance with the provisions of Paragraph 5.A.(6)
If a staff member or consultant should leave ALICOMP's employment during the
term of this Agreement, ALICOMP shall replace such employees/consultants as soon
as possible. If a COSI employee should take over the responsibilities of a
vacant ALICOMP staff position, ALICOMP will pay COSI an amount equal to the
credit applied to such position until an ALICOMP employee is hired to replace
such staff position.


* Confidential portion has been omitted and filed separately with the
Commission.




COSI shall have the right to review such replacement employees/consultants
with ALICOMP.


Net Fixed Minimum Armual Fee for Contract Year I is anticipated to be $* ($*)
net of staff credit. COSI shall invoice ALICOMP on the first day of the month
in which services are being rendered for one-twelveth of the minimum annual
fee. The same invoice will include fees for Overage Pricing or credits for
Decremental Pricing Fee Reduction for the prior month. ALICOMP shall pay said
invoice no later than the last day of the month in which services were
rendered.



The staff credit shall remain constant (net of staff 'increases and overtime, if
any, to be mutually agreed to by COSI and ALICOMP) during the full term of this
Agreement even if the number of ALICOMP replacement employees/consultants
increase or decrease (due to a reduction or increase in business). The above
notwithstanding, if ALICOMP wishes to reduce its staff size, COSI must agree to
such ALICOMP staff reduction in advance. The cost savings from such ALICOMP
staff reduction shall be divided equally between ALICOMP and COSI.


2. Overage Pricing

     For existing clients growth and, near term clients (per attached Exhibit E)
     COSI's pricing for additional resources shall be:


     a)  1) MIPS over * plus a *% cushion on a CMOS Processor - $* per MIP per
         month as defined in the Marketing Agreement dated March 1997
         (Marketing Agreement) between COSI and ALICOMP.


         ii) MIPS under * (in the event of a prior reduction in year 2 and/or 3
         below the initial installed base) shall result in a fee increase of $*
         per MIP.


     b)  i) RAMAC RAID 5 DASD over * Gigabytes (or equivalent Gigabytes after
         applying CMOS Hardware Compression to existing VSAM FILES estimated to
         be * Gigabytes.) As used herein throughout this Agreement * Gigabytes
         shall mean * or equivalent based on the parenthetical qualifications.
         (* Gigabytes per volume) or equivalent - $* per Gigabyte per month.

                                     Page 2


* Confidential portion has been omitted and filed separately with the
Commission.





         ii) Gigabytes of DASD under * Gigabytes (in the event of a prior
         reduction in year 2 and/or 3 below the initial installed base) shall
         result in a fee increase of $* per Gigabyte per month.


     c)  Network resources (37X5, 3172; Router, 3174 Router) labor (Console
         Operators, Tape Pool Operators, Production Control staff) new software
         above initial levels and other peripherals shall be provided at COSI
         cost (cost shall equal the total of cost from third parties, internal
         costs, space and power) plus *%.

3. Decremental Pricing/Fee Reduction


     ALICOMP's requirements for resources including, but not limited to MIPS,
     DASD, and labor may decrease over the term of the Agreement which this
     Exhibit A is a part of. In recognition of this variable need for services
     the parties have agreed that ALICOMP shall be entitled to reduce its usage
     of MIPS and/or DASD and receive a reduction in the fees hereunder in
     accordance with the following terms.



     1. (a) ALICOMP shall not be entitled to a reduction in fees related to a
     reduction in resource requirements below the Initial Installed Base for a
     period of twelve months following the Date of First Productive Use. During
     this twelve month period ALICOMP may only reduce its resource requirements
     to an amount equal to the Initial Installed Base amount if prior to the
     reduction ALICOMP had increased its resource requirement to an amount above
     the Base Installed Amount.



     (b) ALICOMP may reduce its resource requirements for DASD and/or MIPS
     during the period commencing on the first day of the thirteenth month
     following the Date of First Productive Use and ending on the last date of
     the twenty-fourth month following the Date of First Productive Use to an
     amount which is equal to * percent (*%) of the Initial Installed Base of
     MIPS and/or DASD.



     (c) ALICOMP may reduce its resource requirements for DASD and/or MIPS
     during the period commencing on the first day of the twenty-fifth month
     following the Date of First Productive Use and ending on the last date of
     the thirty-sixth month following the Date of First Productive Use to an
     amount which is equal to * percent (*%) of the Initial


                                     Page 3


* Confidential portion has been omitted and filed separately with the
Commission.





     Installed Base of MIPS and/or DASD.



     2. In the event that ALICOMP determines in its sole discretion, to reduce
     its resource requirements in accordance with the foregoing paragraphs 1 (a)
     to 1 (c), it shall be entitled to a fee reduction as follows:



     (i) In the event that ALICOMP wishes to reduce its resource requirement it
     shall advise COSI of the reduced need in writing setting forth the
     reduction required and the effective date the reduction is desired. The
     amount of the reduction in resources shall be referred to herein as
     Released Resources. If COSI is able to provide the Released Resources to a
     third party, ALICOMP shall be entitled to a reduction in fees effective
     with the date that COSI commences providing the Released Resources to the
     third party. COSI shall be required to provide the Released Resources to a
     third party equally from the Released Resources and its own inventory of
     resources before it purchases such resources from any other third pary . By
     way of example, but not by way of limitation: In the fifteenth month of the
     Agreement, ALICOMP advises COSI that it wishes to reduce its DASD
     requirements by twenty Gigabytes per month. COSI has a new customer that
     requires thirty gigabytes of DASD per month. Without purchasing any new
     resources, COSI can provide the new customer with forty gigabytes of DASD
     per month out of existing inventory. It shall be deemed that fifteen of the
     released gigabytes that were formerly provided to ALICOMP are being
     provided to the new customer and ALICOMP would be entitled to a reduction
     in fees based upon a 15 gigabytes reduction effective on the date the new
     customer begins using Released Resources. (ii) The amount of fee reduction
     which ALICOMP shall be entitled to as of the date the Released Resources
     are provided to any other new or existing COSI customer shall be as
     fallows-



          a)   Any reduction, or portion thereof, which is not below the
     Installed Base Amount shall result in a fee reduction of $ * per Gigabyte
     per month of DASD and $ * per MIP, per month released by ALICOMP.



          b)   Any reduction, or portion thereof, which reduces the resources to
     an amount below the Installed Base Amount shall result in a fee reduction
     of $* per Gigabyte per month of DASD and $* per MIPS per month released by
     ALICOMP.

                                     Page 4


* Confidential portion has been omitted and filed separately with the
Commission.





B.   SERVICES DETAIL



All Services described below are to be available 24 hours per day, 7 days per
week, 365 days per year and are included in the Fixed Minimum Annual Fee in
Paragraph (A) above.


No one time costs in connection with migration start-up pursuant to Exhibit J
herein attached, cutover or operations are being charged, including charges for
the moving of communication lines and any additional line costs resulting from
the move to the new Information Technology Facility. All one-time costs
including software, if any, are being absorbed by COSI as part of the bundled
pricing schedule to be paid in monthly installments as of the live cutover date
(Date of First Productive Use).

1.   IBM CMOS Mainframe Resources (the Initial Installed Base)


     a)  * MIPS over a minimum of * LPARS supporting VM, VSE, and MVS Operating
         Systems. The ration of MIPS for each operating system and LPAR shall
         be determined by ALICOMP as ALICOMP's Client needs require. Appropriate
         Real and Extended Memory configurations and ESCON Channels for
         peripheral devices to support all ALICOMP Clients will be included.


     b)  * Gigabytes of IBM RAMAC Raid 5 DASD, (or the equivalent Gigabytes
         after apply CMOS Hardware Compression to existing VSAM files estimated
         to be * Gigabytes) required cache controllers and cabling to support
         all ALICOMP Clients will be included.


     c)  No less than * 3480/3490 cartridges transports with IDRC Compression
         cabled to the IBM Mainframe(s) as required for ALICOMP Clients.



     d)  All IBM MVS, VM and VSE operating systems software as reflected in
         Exhibit I hereto attached.



     e)  All of the third parry software as reflected in Exhibit I hereto
         attached. COSI shall pay the required annual maintenance of all ALICOMP
         owned third party software and will provide other IBM and third parry
         software ALICOMP is using at its current facility as of the Effective
         Date of this Agreement. COSI shall be responsible for ALICOMP's
         software license transfers with Vendors and managing ALICOMP's third
         party software portfolio to

                                     Page 5

* Confidential portion has been omitted and filed separately with the
Commission.



         ensure that maintenance and licenses meet with Vendor approval and that
         all licenses that are in compliance remain in compliance.

     f)  Staff, in addition to staff reflected in (A) I of this Exhibit,
         anticipated to be no less than full time equivalents of


         * full time Console Operators to include as a first option, CBS,
         Inc. Console Operators currently working on ALICOMP Clients work as law
         permits.



         One dedicated senior technical services employee knowledgeable in VM,
         VSE, and MVS to work with the ALICOMP consultants and employees in
         Paragraph (A) I above to assist ALICOMP clients, to help in marketing
         and presentation activities, respond to Help Desk requests and other
         responsibilities inherent in a Senior Technical Services employee.
         ALICOMP shall have the right to approve such employee given the crucial
         nature of the employee responsibility.


         One Tape Pool/Production Control employee

         One Production Control Clerk

     g)  A diversely routed (SONET Ring or Equivalent) telecommunications
         network as reflected in Exhibit G hereto attached. COSI shall pay for
         reinstallation of existing lines as of the Effective Date of this
         Agreement, and any additional monthly bandwidth costs. COSI shall also
         provide for connectivity to its Hotsite Backup Facility. ALICOMP shall
         pay for all monthly bandwidth costs up to the cost currently paid from
         its Secaucus location and for the installation and monthly costs of
         future lines not active as of the Effective Date of this Agreement.


     h)  Impact Printing required by ALICO Services Corporation (ASC) as
         reflected 'in Exhibit F.

     i)  Disaster Recovery Hotsite Backup shall be provided by COSI, including
         the payment each month until its expiration in December 2000, of
         ALICOMP's current Comdisco Disaster Recovery Fee and the use of all
         resources provided for in said Disaster Recovery Contract.

     j)  Physical office space for Marketing and Administration Staff of ALICOMP
         as reflected in

                                     Page 6

* Confidential portion has been omitted and filed separately with the
Commission.



         the Marketing Agreement Paragraph IV.

     k)  Delivery service * at a mutually agreeable time to and from ASC
         Headquarters to and from the Facilities location.

     1)  Use by anyone providing the Services herein of a Van or Shuttle service
         to and from NYC to the Facilities location, if available to other COSI
         employees.


     m)  A Help Desk which meets ALICOMP customers' needs functional the same as
         the current CBS Help Desk.


     n)  Unlimited tape mounts, and onsite storage of * reels/cartridges.

2.   Responsibility Detail: see attached.

                                     Page 7


* Confidential portion has been omitted and filed separately with the
Commission.




COMPUTER OPERATIONS





                                                      COSI            ALICOMP         ASC and/or
                                                      Operational/    Operational/    ALICOMP
                                                      Tech Staff*     Tech Staff      Clients
                                                                             


Computer Operations
Operate Console                                       J               J
Document Operations Procedures                        J               J               R
Mount Tapes                                           J               J
Print Forms and Operate Printers                      J               J
Shipping/Distribution                                 J               J
Job Accounting Statistics                             J               J
Performance Management
Define Service Level Requirements                                                     X
Document Service Level Agreements/Objectives                                          X
Measure Performance                                   J               J               R
Analyze Performance                                   J               J               R
Improvement Recommendations                           P               S               R
Implement Improvement Programs                        J               J               R
Provide Monthly Reports                               J               J               R
Capacity Management
Define application plans and requirements                                             X
Capacity Monitoring                                   P               S               R
Change Management
Application soft. change mgmt. proc. & proc.          S               P               J
Application software change/upgrade decision                                          X
Application SW (custom or 3rd party) upgrade                                          X
installation
Application software change/upgrade testing           R               R               J
Application software change/upgrade test              R               R               X
approval
Application software change/upgrade                   S               S               P
implementation*
End User Machines
Leases                                                X               R
Maintenance                                           X               R               R
Upgrades/Replacernents                                X               R               R
Miscellaneous
Paper                                                 J               J
Forms/Checks                                                                          X
Provide Microfiches Files and Tapes to Service        J               J               R
Bureau
Data Center Supplies (not including consumables)      X
Storage (paper/forms/checks)                          X


*Technical Services from COSI and ALICOMP staff will have joint responsibility
for ALICOMP and COSI clients (present and future) depending on the specialty of
the Services that are required to support such Clients.

Legend: X = Sole Responsibility, P = Primary Responsibility, R = Review/Accept,
J= Joint Responsibility * = move from test to production environment, S =
Secondary Responsibility



PRODUCTION SUPPORT AND CONTROL





                                                      COSI            ALICOMP         ASC and/or
                                                      Operational/    Operational/    ALICOMP
                                                      Tech Staff*     Tech Staff      Clients
                                                                             


Application System Installation/New Release
Pilot/Parallel test (environment set-up)              J               J               R
Pilot/Parallel test (Execute testing)                 J               J               P
Verification                                          R               R               X
Actual Installation                                   J               J               R
System Security
Provide Security Software                             X
User Requirements                                     P               S               X
Administration                                                                        X
Execution                                                                             X
Document Job Submission Procedures
JCL Standards                                         P               S               R
Set-up                                                J               J               J
Update to JCL                                         R               R               X
Initiation/Install                                    J               J               R
Tape Library
Retention Requirements                                R               R               X
Administration                                        X
Operation                                             X
Storage                                               X
OFF-SITE storage                                      X
Production Scheduling
Scheduler input/transmittals                          S               P               X
Scheduler updates                                     J               J               R
Execution                                             J               J               R
Test Scheduling
Define test system requirements                       R               R               X
Schedule time and confirm with customer               J               J               J
Execution of tests                                    J               J               R


*Technical Services from COSI and ALICOMP staff will have joint responsibility
for ALICOMP and COSI clients (present and future) depending on the specialty of
the Services that are required to support such Clients.

Legend: X = Sole Responsibility, P = Primary Responsibility, R = Review/Accept,
J= Joint Responsibility, * = move from test to production environment, S =
Secondary Responsibility



TECHNICAL SERVICES & SYSTEMS SW





                                                      COSI            ALICOMP         ASC and/or
                                                      Operational/    Operational/    ALICOMP
                                                      Tech Staff*     Tech Staff      Clients
                                                                             

System Software Program Installation and Maintenance  P               S               R
Change Management
System software change/upgrade decisions              P               S               R
System software change/upgrade, installation          P               S               R
System software change/upgrade testing                P               S,              S
Performance Tuning
Systems                                               P               S               R
Applications                                          J               J               R&J
Troubleshooting/Problem Resolution                    J               J               R
Back-up Procedures                                    J               J               R


DATABASE ADMINISTRATION (ALL)




                                                      COSI            ALICOMP         ASC and/or
                                                      Operational/    Operational/    ALICOMP
                                                      Tech Staff*     Tech Staff      Clients
                                                                             

DB System Software Maintenance                        P               S               S
DB Capacity Planning                                  P               S               P
DB Performance Management                             S               J               P
DB Performance Utilization Tracking                   S               J               P
Backup/Recovery Procedures                            P               S               J
DB Installation                                       P               S               S
Management REPORTS                                    P               S               P
DB Database Maintenance                               S               J               P


*Technical Services from COSI and ALICOMP staff will have joint responsibility
for ALICOMP and COSI clients (present and future) depending on the specialty of
the Services that are required to support such Clients.

Legend: X = Sole Responsibility, P = Primary Responsibility, R = Review/Accept,
J= Joint Responsibility, * = move from test to production environment, S =
Secondary Responsibility



DATA NETWORK





                                                      COSI            ALICOMP         ASC and/or
                                                      Operational/    Operational/    ALICOMP
                                                      Tech Staff*     Tech Staff      Clients
                                                                             

Business Requirements                                                                 X
Technical Requirements                                P               P               S
Data Network Design
Hardware and software evaluation procurement          J               J               R
Hardware and software installation                    P               S
Define/Review/Implement Standards                     J               J               S
Communications Vendor Management                      X                               S
Data Network Management
Network Control Center                                J               J
Troubleshooting/problem determination                 J               J               J
Vendor Coordination and Dispatch                      P               S
Track Vendor Performance                              X               R               R
Cabling/Wiring Installation and Maintenance
(Customer)                                            S               P               P
Cabling/Wiring Installation and Maintenance (Remote)  S               P               S
Cabling/Wiring Installation and Maintenance
(Data Center)                                         P               S
Change Management                                     J               J
Technical Support                                     J               J
Management Reports                                    P               S               S


*Technical Services from COSI and ALICOMP staff will have joint responsibility
for ALICOMP and COSI clients (present and future) depending on the specialty of
the Services that are required to support such Clients.

Legend: X = Sole Responsibility, P = Primary Responsibility, R = Review/Accept,
J= Joint Responsibility, * = move from test to production environment, S =
Secondary Responsibility



HELP DESK





                                                      COSI            ALICOMP         ASC and/or
                                                      Operational/    Operational/    ALICOMP
                                                      Tech Staff*     Tech Staff      Clients
                                                                             

Central Help Desk (24hrs x 7 days)
Data Center Operations                                X
Mainfi-ame Applications                               X
PC Applications                                       R                               X
PC Installation & Hardware Maintenance                R                               X
Problem Defmition
Application Problem Resolution                        S               S               P
Problem Management
Log and Track Calls                                   X                               R
Provide feedback to Users                             P               S
Escalate to next level of support when appropriate    P               S               R
Follow-up for Resolution Status                       J               J               J
System Problem Resolutions
System Software (IBM or Third Party)                  P               S
Custom Application or third party package soft-       J               J               J
ware
Notify Users of System Availability (COSI to          X
ALICOMP)
Notify End Users                                      X                               S
Monthly Reporting
MIS Reporting                                         J               J               R


*Technical Services from COSI and ALICOMP staff will have joint responsibility
for ALICOMP and COSI clients (present and future) depending on the specialty of
the Services that are required to support such Clients.

Legend: X = Sole Responsibility, P = Primary Responsibility, R = Review/Accept,
J= Joint Responsibility, * = move from test to production environment, S =
Secondary Responsibility



DISASTER RECOVERY




                                                      COSI            ALICOMP         ASC and/or
                                                      Operational/    Operational/    ALICOMP
                                                      Tech Staff*     Tech Staff      Clients
                                                                             
Business Requirements (End User)                                                      X
Disaster Recovery Plan (Facility)
Data Center Machines                                  X
Data Network Equipment (from CBS and Hotsite)         X
System software failure                               P               S
Application software failure                          S               S               P
Terminal machine failure diagnosis and repair*        P               S               S
Testing the Plan                                      P               S               J
Sign Off on Test                                      P               S               J
Updates to Plan                                       P               S               J
Audit Reviews                                                                         P
Computer File Backup Instructions                     S                               P
Developing Disaster Recovery Plan (Facility)          X                               R




MARKETING SUPPORT FOR ALICOMP





                                                      COSI            ALICOMP         ASC and/or
                                                      Operational/    Operational/    ALICOMP
                                                      Tech Staff*     Tech Staff      Clients
                                                                             

Evaluate Prospective Client Needs                     J               J               R
Needs Analysis                                        J               J               R
Proposal Preparation                                  J               J               J
Site Visits                                           J               J               J
Migration Planning - Migration                        J               J               R


*Technical Services from COSI and ALICOMP staff will have joint responsibility
for ALICOMP and COSI clients (present and future) depending on the specialty of
the Services that are required to support such Clients.
Legend: X = Sole Responsibility, P = Primary Responsibility, R = Review/Accept,
J= Joint Responsibility, * = move from test to production environment, S =
Secondary Responsibility

EX-10.2B

* Confidential portion has been omitted and filed separately with the
Commission.



                                                                   Exhibit 10.2B





                                                                         3-21-97


                               MARKETING AGREEMENT
                 BETWEEN COMPUTER OUTSOURCING SERVICES, INC. AND
                      ALICOMP, A DIVISION OF ALICARE, INC.

                                   MARCH 1997

MARKETING AGREEMENT dated as of March 21, 1997 (the "Marketing Agreement") by
and between Computer Outsourcing Services, Inc. (hereinafter referred to as
COSI), with its main office located at 360 West 31st Street, New York, New York
10001, and ALICOMP, a division of ALICARE, Inc., (hereinafter referred to as
ALICOMP) with its principal offices at 730 Broadway, New York, New York 10003.

WHEREAS COSI desires to retain the services of ALICOMP, which is experienced in
offering and delivering Outsourcing related services to potential Outsourcing
Clients. As used herein the term Outsourcing shall be deemed to mean the
providing of Computer Hardware, including but not limited to CPU, DASD,
Telecommunications, Software and Technical Support and

WHEREAS ALICOMP desires to retain the services of COSI, which is experienced in
offering and delivering Outsourcing related services to potential Outsourcing
Clients, along with COSI's computer facility, computer hardware, software, and
technical and operations support capability;

NOW, THEREFORE, in consideration of the mutual promises made in this Marketing
Agreement, the COSI Services Agreement annexed hereto, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged the parties have agreed as follows:

This Marketing Agreement replaces the Marketing Agreement between the above
parties dated September 11, 1996, except that any sums due to either party under
the September



11, 1996 Marketing Agreement shall not be deemed waived or otherwise forgiven by
virtue of entering into this Agreement.

I.   AUTHORITY

     a)   ALICOMP represents and warrants that it has the full power and
     authority to contract with COSI to support and deliver products in the
     Outsourcing marketplace on an exclusive basis subject to the provisions of
     Paragraph VI of this Agreement.


     b)   COSI represents and warrants that it has the full power and authority
     to contract with ALICOMP to support and deliver products in the Outsourcing
     marketplace.


II.  DEFINITION OF ALICOMP CLIENT AND COSI CLIENT

     A.(1) Each opportunity of the type currently offered by ALICOMP with an
     initial requirement of ten (10) MIPS or less, other than Clients listed on
     Schedule K to this Agreement, as such Schedule may be amended or
     supplemented up to the Date of First Productive Use, as defined in the
     Services Agreement entered into between the parties contemporaneously with
     this Agreement, shall be an ALICOMP Client whether obtained through
     ALICOMP's own Sales Network or through COSI's Sales Network, pursuant to
     Paragraph XIII herein. ALICOMP shall be the Prime Contractor in all such
     cases. ALICOMP and COSI shall negotiate on a case by case basis the cost of
     services to be provided to ALICOMP Clients. ALICOMP agrees that COSI
     provides certain additional outsourcing services which are not covered by
     this Agreement notwithstanding that they may involve 10 or less MIPS.

     A.(2) If the Client was brought to ALICOMP through ALICOMP's own Sales
     Network, COSI's price for services shall allow ALICOMP to make a reasonable
     profit for itself. If the Client was brought to ALICOMP through COSI's
     Sales Network, COSI's price for services shall allow ALICOMP to make a
     reasonable

                                        2


     profit for itself, but in recognition that ALICOMP must pay COSI a
     percentage fee based on revenues (net of pass through expenses) for the
     life of the contract, anticipated to be between *% and *%, ALICOMP may
     realize a lower profit, than if the Client was obtained directly by ALICOMP
     The percentage fee paid by ALICOMP to COSI shall be defined as a "Referral
     Fee." Upon termination of this Marketing Agreement, ALICOMP Clients
     obtained through ALICOMP's own Sales Network shall be relocated to another
     Data Center of ALICOMP's choice. ALICOMP Clients obtained through COSI's
     Sales Network shall remain with COSI upon the termination of this
     Agreement.

     A.(3) In order for ALICOMP to service its present and future customers,
     ALICOMP shall have the right to first utilize resources within its * MIPS,
     * Gigabytes (as defined in the Services Agreement hereto attached) of DASD
     (including all peripherals and labor as reflected in the COSI Services
     Agreement to be annexed hereto) configuration as ALICOMP deems appropriate
     and to add and replace lost business over the term of this Marketing
     Agreement as ALICOMP's * MIPS, * Gigabytes of DASD allow. If ALICOMP has
     MIPS capacity for such opportunities, but needs in, aggregate, up to * more
     Gigabytes of DASD over * Gigabytes, COSI shall provide such DASD pursuant
     to Exhibit A of the COSI Services Agreement attached hereto. If additional
     resources of the type set forth in Exhibit A Paragraph 2 are required over
     time, COSI will only charge for such additional resources as stated in the
     COSI Services Agreement attached hereto. If COSI refuses to provide such
     additional resources for reasons other than ALICOMP's being in breach of
     this Agreement, ALICOMP shall have the right to terminate this Marketing
     Agreement and the COSI Services Agreement for Breach by COSI upon 180 days
     written notice and COSI's Right of First Refusal in Paragraph VI shall be
     deemed irrevocably waived by COSI. If this Agreement is Terminated based
     upon COSI's failure to provide additional resources ALICOMP can relocate
     its Clients to another Data

                                        3


* Confidential portion has been omitted and filed separately with the
Commission.




     Center of its choice with no further obligation to COSI, other than for
     payments which may be due for services rendered prior to the relocation.

     B.(1) COSI Clients shall be all opportunities larger than those described
     in Paragraph II A(1), II A(2) or II A(3) above that ALICOMP brings through
     its own Sales Network or that COSI brings in through its own Sales Network
     subject to Paragraph XIII of this Agreement. In such cases, COSI shall be
     the Prime Contractor. Except, that a Client introduced through the ALICOMP
     Sales Network (including Brokers) may elect to designate either ALICOMP or
     the Brokers (as is defined herein) as the Prime Contractor or Co-Prime
     Contractor. In such cases ALICOMP will pay COSI its revenue no more than 15
     days from the date ALICOMP receives such revenue. ALICOMP's standard
     payment terms with clients is payment is due on the first day of the month
     in which services are rendered.

     ALICOMP will notify COSI if any COSI client in which ALICOMP is a Prime
     Contractor or Co-Prime Contractor has not paid for it services within 30
     days after the due date.

     ALICOMP will attempt to resolve such delinquency but in any case ALICOMP
     shall be liable for payment to COSI if payment is not made within 60 days
     of due date, unless nonpayment is caused by services being rendered or not
     being rendered by COSI. The forgoing notwithstanding ALICOMP's liability
     for such delinquency shall in no event exceed 60 days of delinquency for
     each client. Upon termination of this Marketing Agreement, COSI Clients
     will continue to be processed by COSI under the same Terms and Conditions
     that existed prior to the Termination of this Agreement.

     B.(2) The parties agree that if the Client was brought in through COSI's
     Sales Network, it shall not have any obligation to pay ALICOMP any fees. If
     a COSI Client was brought in through ALICOMP's Sales Network, ALICOMP will
     receive a referral fee based on revenue (net of pass through expenses) for
     the life of the CLIENT's contract (and any extensions and any new business
     that would

                                        4


     be signed with the same Client that commences within 12 months of the
     termination date). Such referral fee is anticipated to be between 8% and
     12%. Cost recognizes that as a result of paying ALICOMP such percentage
     fee, COSI may realize a lower profit.

III  ALICOMP SERVICES

     ALICOMP services for ALICOMP Clients and COSI CLIENTS referred to COSI by
     ALICOMP's sales network shall consist of:

     a)   Marketing and Pre-Sales Technical Support with COSI as requested by
     ALICOMP which will include:

          1.   Preparation of response to Request for Proposal (RFP).

          2.   Qualification and specification a potential customer's
               requirements.

          3.   Pricing Client requests.

          4.   Issuance of customer contracts when ALICOMP is the prime
               contractor or joint contractor.

          5.   Investigation of potential Clients credit worthiness.

          6.   Technical and Operational staff as reflected in the Services
          Agreement and Exhibit A thereto will provide technical and operational
          services to ALICOMP Clients. This staff shall participate in ALICOMP
          Client and COSI Client pre-sales support, proposal input and migration
          support, facility planning, configuration planning, performance
          tuning, network design and support and, if ALICOMP determines that the
          staff is available, assist COSI in providing the services hereinabove
          described to COSI Clients.

     b)   Billing/Accounts Receivable

          ALICOMP will directly bill and collect ALICOMP Clients' fees.

     c)   Relationship management and customer advocacy activities for ALICOMP
          Clients and COSI Clients.

                                        5


IV.  COST SERVICES

     COSI shall make available to ALICOMP for use by ALICOMP Clients which are
     subject to the provisions of this Marketing Agreement;

     a)   Its Marketing, and Sales Network for ALICOMP Clients as well as
          Pre-sales Technical Support.

     b)   Its computer operations capability to be located in Secaucus,
          New Jersey. The computer operations facility must have full
          redundancies for power (in line UPS) and Diesel Generator(s), Dual
          Path telecommunications and be able to operate normally for 24 hours
          without publicly supplied water. COSI shall be fully responsible for
          all costs attendant to such facility other than the exemption of
          certain ALICOMP staff found in the attached COSI Services Agreement
          Exhibit A. COSI Services shall include, but not be limited to,
          depending on ALICOMP Clients' requirements, the same items listed in
          Paragraph III a) 1 through 6 above for ALICOMP Services, and services
          listed in the Services Agreement to include the following:

               1.   CPU utilization

               2.   Direct Access Storage Devices (the number of gigabytes
                    available including model types, controllers and ongoing
                    performance tuning).

               3.   Tape and Cartridge Drives (the number of each, and model
                    numbers)

               4.   IBM, VM, MVS and/or VSE System Software (Name, vendor and
                    release level).

               5.   Networking resources including, but not limited to 37X5,
                    3172, etc.

               6.   Technical and Operational Staff exclusive of Staff provided
                    by ALICOMP in Exhibit A to the Service Agreement

                                        6


                    including, but not limited to console operators, system
                    software engineers, and telecommunications specialists.
                    While ALICOMP Technical and Operational staff's primary
                    responsibility will be ALICOMP and certain COSI Clients,
                    COSI staff will provide backup support for all ALICOMP
                    Clients including, but not limited to, maintenance of system
                    software, installing releases of systems software, network
                    support (24 hours, 365 days per year, Help Desk). A full
                    description of COSI's responsibility is set forth in Exhibit
                    A of the COSI Services Agreement.

               7.   Disaster Recovery (including planning, testing) and Offsite
                    storage pursuant to ALICOMP Clients' contracts.

     c)   Operational material, such as current hardware and software
          inventories, capacity analysis, etc. and access to COSI's computer
          center, for tours with Clients and prospects with a COSI employee(s)
          as requested by ALICOMP.

     d)   Performance reporting, capacity reporting, Help Desk reporting and
          services and procedures that meet or exceed ALICOMP's current Help
          Desk practices in satisfaction of ALICOMP's current Help Desk
          procedures and reporting for all Clients, defined in Paragraph II, as
          required by ALICOMP. ALICOMP shall provide the initial training for
          COSI's help desk personnel prior to the Date of First Productive use.
          All subsequent training shall be COSI's responsibility.

     e)   Sharing Research and Development including allowing ALICOMP to market
          to ALICOMP Clients new service offerings by COSI in the marketplace.

                                        7


     f)   COSI shall, within thirty (30) days prior to the anticipated migration
          date of the Computer Services Agreement, (as hereinafter defined)
          provide ALICOMP Marketing, Administrative, Customer Support, and
          Technical Support staff with private, physical space and other office
          support fixtures and services at the COSI facility (the "COSI
          Facility") as defined as follows:

               1.   Two (2) windowed offices of no less than 14 1/2 feet
                    wide and no less than 14 1/2 feet long and (2) smaller
                    offices of no less than 10 feet wide and no less than 15
                    feet long.

               2.   Open space of no less than 30 feet wide and no less than 36
                    feet long for four (4) additional ALICOMP marketing and
                    customer support staff directly outside of the (2) large
                    offices as currently configured at ALICOMP's current
                    location.

               3.   Four offices of no less than 10 feet wide by 10 feet long
                    for key technical staff, in close proximity to the offices
                    and space described in paragraphs 1 and 2 herein to
                    facilitate ALICOMP's role in providing for proposal creation
                    and ongoing customer support.

               4.   Space for two prefab cubicles or small offices for junior
                    technical staff.

               5.   Space for file cabinets (preferably near the offices set
                    forth in (2) above, along with reasonable storage space for
                    supplies, etc.

               6.   In the event that ALICOMP wishes to increase its staff COSI
                    shall use its best efforts to accommodate ALICOMP's space
                    requirements for the additional staff.


               7.   Access to a shared conference room that accommodates no less
                    than twelve (12) people at one time (preferably near the
                    offices set forth in (1) above and a smaller dedicated

                                        8



                    conference room which shall be decorated in a commercially
                    suitable style and which shall include magazine and
                    newspaper articles, reference letters and other amenities
                    to make it commercially viable for ALICOMP and ALICOMP/COSI
                    Marketing and Customer Support.



               8.   Permission for ALICOMP to decorate those parts of the COSI
                    Facility in which ALICOMP space has been assigned (as set
                    forth in this subparagraph (e) and which are visible to
                    prospective clients; provided, however, such proposed
                    decorating plans will be submitted to COSI for COSI's prior
                    approval, which shall not be unreasonably denied.



               9.   Access to telephone, intercoms, voice mail, and trunking
                    required by ALICOMP to perform its day to day duties and
                    responsibilities; provided, however, ALICOMP shall be
                    responsible for all telephone charges in connection
                    therewith.



              10.   Access cards for ALICOMP staff members to enable ALICOMP
                    such staff access to its offices twenty-four (24) hours,
                    seven (7) days a week.



              11.   Day Room for up to six (6) clients to work on a temporary
                    basis, upon reasonable notice.



              12.   Access to the COSI Van Shuttle Service between Manhattan
                    and the COSI Facility for ALICOMP employees and contractors,
                    if requested.



              13.   Directly bill and collect COSI Client fees where COSI is
                    Prime Contractor.



              14.   Development and issuance of contracts when COSI is the sole
                    contractor.


                                        9



V.        TERM

      (1) The term of this Marketing Agreement shall commence on the date this
      Agreement is signed (the Effective Date), and continue until the Services
      Agreement terminates unless otherwise agreed to in writing by ALICOMP.

      (ii) Upon termination of this Marketing Agreement, ALICOMP and COSI shall
      have no further obligations to each other except that any Referral Fees
      shall remain due and owing in accordance with the schedules set forth
      herein and except that COSI shall, if requested by ALICOMP continue to
      make its computer facility available to the existing ALICOMP CLIENTS that
      are using the COSI facility.

V1.       RIGHT OF REFUSAL

      ALICOMP shall bring all its prospective clients to COSI. COSI shall have
      the right of first refusal to provide the services hereunder to any
      prospective ALICOMP or COSI Client. If COSI pricing is, in ALICOMP's
      opinion, noncompetitive, in which event A-LICOMP will advise COSI of its
      opinion and allow COSI to reprice its offer. If within three (3) business
      days from receipt of notice from ALICOMP that the COSI price is
      noncompetitive, COSI agrees to price the work at a rate deemed competitive
      by ALICOMP, ALICOMP shall give COSI the right of first refusal to provide
      the services to the prospective Client. If COSI does not agree within the
      three (3) business days to lower its price to a level deemed competitive
      by ALICOMP, ALICOMP may offer an ALICOMP Client to any third party
      provider.

V11.      PAYMENT OF REFERRAL FEES

      Each party shall pay to the other party any Referral Fees due to the other
      from Client revenues within 20 days of receipt of such CLIENT's revenue.
      If a CLIENT fails to make its payments then the Referral Fee shall be
      excused unless

                                       10


      and until the CLIENT pays its fees. Neither party shall voluntarily waive
      or reduce a CLIENT's fees without prior consultation with the other party.

VIII.     TITLE

      Nothing contained in this Marketing Agreement shall give or convey to COSI
      any right, title or interest in ALICOMP, nor to ALICOMP any right, title
      or interest in COSI.

IX.       INSURANCE

      COSI at all times during this Marketing Agreement shall carry no less than
      minimum mandated insurance coverage as reflected in the COSI Service
      Agreement attached hereto to protect against any exposures which are
      included in Client Schedules.

X.        MUTUAL COVENANT NOT TO HIRE PERSONNEL


      Each party hereby acknowledges that the other has trained its personnel at
      significant expense to itself and has revealed much if its operations to
      its consultants. Accordingly, each party hereto agrees that, except by
      mutual agreement to the contrary, it will not, either directly or
      indirectly, hire or attempt to hire any employees or consultants of the
      other party during the term of this Marketing Agreement and for a period
      of one (1) year following the termination or expiration of this Agreement.
      In addition to any other relief, including injunctive relief, to which a
      party is entitled hereunder the breaching party shall pay to the
      nonbreaching the nonbreaching party's actual damages.


X1.       WARRAN1Y AND DISCLAIMER OF WARRANTIES, LIMITATION DAMAGES


      A.(1) COSI warrants to ALICOMP that so long as ALICOMP shall not be in
      default of any of the provisions of this Marketing Agreement, COSI shall
      not disturb ALICOMP's quiet enjoyment of and peaceful right to have its
      Clients use


                                       11


      the COSI facility in accordance with the requirements of such CLIENT's
      Schedule.


      A.(2) Without limiting the generality of the foregoing, ALICOMP shall not
      be liable to COSI or any third party, including but not limited to any
      ALICOMP Client covered under this Marketing Agreement for any liability
      claim, loss, damage, or expense of any kind or nature caused directly or
      indirectly by COSI's failure to furnish services to a Client pursuant to
      the Client Schedule hereunder, or in any delay in providing or failure to
      provide any part thereof, or any interruption or loss of service which is
      the sole result of any action or inaction by COSI. Therefore COSI
      expressly agrees to indemnify, defend and hold ALICOMP and its affiliates
      harmless from any and against all such claims. Upon the request of
      ALICOMP, COSI will, at its own expense, reimburse ALICOMP for the cost of
      its defense in connection with any claim in which COSI does not provide
      the legal defense. COSI will reimburse ALICOMP for any reasonable legal
      fees incurred by ALICOMP in defending such claims only to the extent that
      COSI has notice of such claim and has declined to defend and ALICOMP is
      entitled to indemnity hereunder. If COSI assumes the defense it shall not
      enter into any settlement that does not include a complete release of all
      claims against ALICOMP and its affiliates without the prior consent of
      ALICOMP.



      B.(1) In no event will COSI be responsible for or indemnify ALICOMP or any
      customer against consequential damages of any kind whatsoever, and the
      amount of any damages payable by COSI to ALICOMP or any customer pursuant
      to a Client Schedule shall be determined by the Client Schedule.


X11. CONFIDENTIALI1Y


      A.(1) All data and information furnished to or utilized by each party
      shall be regarded as confidential. Such items shall remain the sole
      property of the party supplying it, and shall be held in confidence and
      safekeeping by both parties except as required by law. Both parties
      further agree to exercise good business


                                       12


      judgment and discretion in disclosure of such information to any person,
      and to take appropriate precaution to limit use or disclosure to those
      personnel in their respective organizations who are directly concerned
      with the performance of this Marketing Agreement.


      A.(2) Except as required by law neither party shall reveal the data given
      it by the other or received from a party who is under a duty of
      confidentiality without the express prior written consent of the other
      unless such information has been disclosed to the general public. Neither
      party shall use the name, trademark, trade name, whether registered or
      not, of the other in any publicity releases, advertising, or in any other
      manner without the prior written consent of the other. COSI and ALICONfP
      shall exercise the same standard of care to protect any proprietary or
      confidential data of the other, or of any of COSI's or ALICOMP's current
      or prospective Clients disclosed during negotiation or performance of this
      Marketing Agreement as it is used to protect its own proprietary or
      confidential data from unauthorized disclosures.



      B.(I) The Parties recognize that a breach of this clause could cause
      irreparable harm and therefore each expressly consents to the entry of an
      injunction to prevent or enjoin such breach together with such further
      additional relief as a court deems proper. In the event that a party is
      served with legal process requiring disclosure of confidential
      information, it will promptly notify the other party and allow it, at its
      expense, to attempt to intervene to limit disclosure.


XIII. NON-COMPETITION

      A.(i) COSI shall be required to maintain a log of potential clients. The
      log shall contain the name of the client and the date(s) COSI, or its
      agents solicited the potential client. During the term of this Marketing
      Agreement, the parties shall be free to pursue and accept any Outsourcing
      Clients. Any prospects introduced to COSI by ALICOMP or the ALICOMP sales
      network shall be deemed a Client to which ALICOMP is due a Referral Fee
      unless COSI logged such prospect (date

                                       13


      and time stamped) and has communicated with said prospect in person or by
      telephone no more than 100 days prior to the introduction of said Client
      by ALICOMP. COSI will share with ALICOMP, no less frequently than twice
      monthly, such date and time stamped prospects lists.

      A.(ii) The above notwithstanding, within thirty- six (36) hours after
      ALICOMP, or its agents advises COSI that ALICOMP wishes to introduce a
      prospective Client, COSI notice must notify ALICOMP that COSI has already
      logged such a prospect in its list of prospective clients. If the
      prospective client does not appear on the log of prospective clients then
      ALICOMP shall be deemed conclusively due to its Referral Fee if the
      introduction results in the potential client becoming an actual client.

      A.(iii) As it relates to Brokers and/or Consultants, ALICOMP shall be
      allowed to deal with same even if COSI has them on their Prospect list, if
      the Broker/Consultant is representing a different prospect. Such prospect
      lists shall include, at a minimum, Clients that fall into the category of
      10 MIPS or less in a shared environment.

      B. Unless the parties agree in writing to the contrary , all business that
      comes in through the following individuals or Companies shall be treated,
      for the purpose of this Agreement, as having been brought in by ALICOMP's
      Sales Network. Any business:

          (1)  brought in by an entity to which Joe Zein, residing at 202
               Bayberry Lane, Westport Connecticut, personally or any entity in
               which Joe Zein is either a principal owner or a partner, sole
               proprietor, joint venturer, officer, director, or trustee for as
               long as this Marketing Agreement is in effect and for six (6)
               months thereafter.

          (2)  that result from any current ALICOMP Clients, and/or Computer
               Reserves, Technology Business Integrators (TBI), Computer

                                       14


               Placement, Creative Marketing Concepts, American Healthware, Tom
               Unger, the Livingston Group, Dennis Constan, Donald Kessler.

      C.(i) None of ALICOMP's Clients shall be solicited by COSI and COSI shall
      not accept as Clients any ALICOMP Clients for the full term of ALICOMP's
      Clients' Contracts including all extensions, and for a period of 9 months
      thereafter.

      C.(ii) In addition, COSI shall not allow any company that is marketing IBM
      Mainframe Computer Outsourcing or Remote Computing business similar to
      ALICOMP or that competes with ALICOMP to be located in any COSI facility
      that is within 100 miles of Secaucus, New Jersey during the term of this
      Agreement.


XIV.      ASSIGNMENT


      Neither party may assign its rights nor delegate any of its obligations
      under this Marketing Agreement or any schedule contemplated hereby except
      to its successor, pursuant to a merger, consolidation, or sale of
      substantially all its assets or to its parent, subsidiaries or affiliates,
      or upon a sale by COSI of substantially all its data processing facilities
      to the purchaser of such facilities, without the prior written consent of
      the other party. Consent shall not be unreasonably withheld. Any
      prohibited assignment or delegation shall be null and void. All references
      of right to assign shall be determined in accordance with Paragraph 24D of
      the Service Agreement.

XV.       INDEPENDENT PARTIES


      The relationship between COSI and ALICOMP created by this Marketing
      Agreement shall be that of independent parties, and nothing contained
      herein shall be construed as constituting a partnership or agency
      between COSI and


                                       15


      ALICOMP. Each party shall be solely responsible for the acts and omissions
      of its employees and agents.

      Notwithstanding the foregoing, in any situations in which ALICOMP is
      retaining the services of COSI as a subcontractor under an Agreement or
      Schedule whereby ALICOMP is providing data processing services to a
      Client, the terms and conditions of this Marketing Agreement shall be
      applicable as to the COSI and ALICOMP subcontracting relationship.

XVI. NOTICE


      Any notice, requests or other communication to either party by the other,
      provided for herein shall be given in writing and shall be deemed received
      upon the earlier of receipt or five days after mailing, if mailed postage
      prepaid by regular or overnight mail at the address for such party as set
      forth above, or at such changed address that may be subsequently submitted
      by written notice of either party. If notice is sent to ALICOMP it shall
      be sent to Arthur Kurek, a copy shall be sent to Mark Schwartz at 730
      Broadway, New York, New York 10003-9511. If notice is sent to COSI it
      shall be sent to Bob Wallach, 535 Mountain Avenue, Murray Hill, New Jersey
      07971, with a copy to Zach Lonstein, COSI, Inc., 360 West 31st Street,
      11th Floor, New York, New York 10001.


XVII  MISCELLANEOUS

      a) This Agreement constitutes the entire agreement between the parties.
      Except as set forth herein no prior oral or written representation not
      expressly incorporated herein shall be binding on the party making the
      representation..

      b) Failure by either party to enforce any term shall not be deemed a
      waiver of future enforcement of that or any other term.

                                       16


      C) Each party shall not be liable for failure to perform service under
      this Marketing Agreement if such failure is caused by forces beyond its
      reasonable control and without its fault or negligence.

XV111. FORCE MAJEURE

      Each party shall be relieved of its respective responsibilities under this
      Marketing Agreement if it cannot provide access to the facility or
      otherwise perform due to causes defined as Force Majeure in the Service
      Agreement. The failure of a public utility to provide electricity is not a
      force majeure event for the purposes of this Agreement.

XIX. EXECUTION

      This Marketing Agreement has been executed and delivered in the State of
      New York and shall be governed and construed for all purposes under and in
      accordance with the laws of the State of New York without reference to its
      conflict of laws provisions.


ALICOMP, a division of ALICARE, Inc.      Comput Outsourcing Services, Inc.


BY: /s/ Arthur Kurek                      BY: /s/ Robert Wallach
    ---------------------------------         --------------------------------
    Arthur Kurek                              Robert Wallach
    Its Executive Vice President              Its President

                                       17

EX-10.2C

                                                                   Exhibit 10.2C

                               EXTENSION AGREEMENT

EXTENSION AGREEMENT entered into as of the first day of October 2002 by and
between Alicomp, a division of Alicare Inc, (Alicomp) with offices located at
730 Broadway, N.Y. 10003 and Infocrossing Inc. (IFOX) (formerly known as
Computer Outsourcing Services Inc. with offices located at 2 Christie Heights,
Leonia N.J. 07605.

WHEREAS the parties entered in an agreement dated March 21, 1997, (effective
October 1, 1997) (the Service Agreement) pursuant to which IFOX provides certain
computer related services to Alicomp and a Marketing Agreement dated March 21,
1997 (the Marketing Agreement) pursuant to which the parties share resources and
clients (collectively the Service Agreement and the Marketing Agreement are
referred to herein as the March 21, 1997 Agreement); and,

WHEREAS the term of the March 21, 1997 Agreement expires on September 30, 2002;
and

WHEREAS Alicomp and IFOX have begun negotiations with respect to the terms and
conditions of a new Service Agreement and a new Marketing Agreement but such
negotiations have not yet been completed; and

WHEREAS Alicomp desires to continue receiving services and benefits of the March
21, 1997 Agreement from IFOX during the course of the negotiations; and

WHEREAS IFOX desires to continue to provide the services and benefits of the
March 21, 1997 Agreement during the course of the negotiations;

NOW THEREFORE, in exchange for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties have agreed as
follows:

1.  IFOX shall continue to provide Alicomp with all of the services set forth in
    the March 21, 1997 Agreement upon the same terms and conditions as set forth
    in the March 21, 1997 Agreement.
2.  All of the terms of the March 21, 1997 Agreement, including but not limited
    to fee schedules and payment terms, shall remain in full force and effect,
    as if set forth at length herein, except as set forth in paragraph three
    hereof.
3.  The term of the March 21, 1997 Agreement shall be extended from October 1,
    2002 until March 31, 2003 and shall thereafter automatically renew itself
    for successive thirty day periods unless one party gives the other written
    notice thirty days prior to the date that extended March 21, 1997 Agreement
    would otherwise expire that the party does not wish to extend the term, in
    which event the extended March 21, 1997 Agreement shall terminate without
    further renewal.

/s/ Robert B. Wallach                                /s/ Arthur Kurek
- -------------------------------                      --------------------------
Infocrossing, Inc                                    Alicomp
By Robert B. Wallach, President                      By Arthur, Kurek, President

EX-10.2D

                                                                   Exhibit 10.2D

                               EXTENSION AGREEMENT

EXTENSION AGREEMENT entered into as of the thirtieth day of December 2003 by and
between Alicomp, a division of Alicare Inc, (Alicomp) with offices located at
730 Broadway, N.Y. 10003 and Infocrossing Inc. (IFOX) (formerly known as
Computer Outsourcing Services Inc.) with offices located at 2 Christie Heights,
Leonia N.J. 07605.

WHEREAS the parties entered in an agreement dated March 21, 1997, (effective
October 1, 1997) (the Service Agreement) pursuant to which IFOX provides certain
computer related services to Alicomp and a Marketing Agreement dated March 21,
1997 (the Marketing Agreement) pursuant to which the parties share resources and
clients (collectively the Service Agreement and the Marketing Agreement are
referred to herein as the March 21, 1997 Agreement); and,

WHEREAS the term of the October 1, 2002 Extension Agreement expires on
September 30, 2003; and

WHEREAS Alicomp and IFOX have begun negotiations with respect to the terms and
conditions of a new Service Agreement and a new Marketing Agreement but such
negotiations have not yet been completed; and

WHEREAS Alicomp desires to continue receiving services and benefits of the
March 21, 1997 Agreement from IFOX during the course of the negotiations; and

WHEREAS IFOX desires to continue to provide the services and benefits of the
March 21, 1997 Agreement during the course of the negotiations;

NOW THEREFORE, in exchange for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties have agreed as
follows:

1.  IFOX shall continue to provide Alicomp with all of the services set forth in
    the March 21, 1997 Agreement upon the same terms and conditions as set forth
    in the March 21, 1997 Agreement.
2.  All of the terms of the March 21, 1997 Agreement, including but not limited
    to fee schedules and payment terms, shall remain in full force and effect,
    as if set forth at length herein, except that the parties have agreed to
    further negotiate certain terms of the March 21, 1997 Agreement.
3.  The term of the March 21, 1997 Agreement shall be extended from October 1,
    2003 until September 30, 2006 and shall thereafter automatically renew
    itself for successive thirty day periods unless one party gives the other
    written notice thirty days prior to the date that extended March 21, 1997
    Agreement would otherwise expire that the party does not wish to extend the
    term, in which event the extended March 21, 1997 Agreement shall terminate
    without further renewal.

/s/ Robert B. Wallach                              /s/ Arthur Kurek
- --------------------------------                   ----------------------------
Infocrossing, Inc                                  Alicomp
By: Robert B. Wallach, President                   By: Arthur Kurek, President