Lease Termination Agreement

LEASE TERMINATION AGREEMENT


THIS LEASE TERMINATION AGREEMENT (this "Agreement") is made and entered into as of the 19th day of April, 2002, by and between (i) INFOCROSSING, INC., a Delaware corporation ("Tenant"), and (ii) BECO-TERMINAL LLC, a Virginia limited liability company ("Landlord").


RECITALS


A. Landlord and Tenant executed that certain Lease dated July 21, 2000, as amended by that certain First Amendment to Lease dated December 18, 2000 (collectively, the "Lease"), whereunder Tenant leased certain premises from Landlord known as Cyber Fortress I, consisting of approximately 54,800 rentable square feet of space (the "Premises") and located at 45580 Terminal Drive, Dulles, Loudoun County, Virginia 20164 (the "Building").


B. Landlord is the current holder of all of the landlord's interest under the Lease.


C. Pursuant to the Lease, Tenant delivered to Landlord or its designee a letter of credit No. JS1221045 (the "Letter of Credit") issued by Fleet National Bank ("Fleet") to Landlord in the original amount of One Million Four Hundred Sixty Thousand and 00/100 Dollars ($1,460,000.00) to secure its obligations to provide a security deposit pursuant to the Lease.


D. Landlord and Tenant desire to (i) amend the Lease to provide for the immediate draw down of the Letter of Credit; (ii) terminate the Lease and the rights and obligations thereunder upon the terms and conditions hereinafter set forth; (iii) provide for the assignment, reversion, conveyance and transfer to Landlord of any and all of Tenant's right, title and interest in and to the Premises; and (iv) reflect certain other understandings and agreements between the parties.


AGREEMENT


NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto, intending legally to be bound, hereby covenant and agree as follows:


1. RECITALS. The foregoing Recitals are hereby incorporated herein and made a substantive part hereof.


2. AMENDMENT TO LEASE; AUTHORIZATION REGARDING LETTER OF CREDIT. Landlord and Tenant hereby agree that the Lease is hereby amended by adding to the end of Section 23.04 of the Lease the following: "Notwithstanding anything herein to the contrary, Tenant hereby authorizes Landlord to draw down the entire Letter of Credit and to retain all of such proceeds as Rental currently due under this Lease, and irrevocably waives any and all rights it may have to object to Landlord's certification of the Letter of Credit, drawing upon the Letter of Credit or retention of the Letter of Credit proceeds. This Section 23.04 shall survive the termination of the Lease."


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3. TERMINATION OF THE LEASE.


(a) In consideration of Tenant's delivery or agreement to deliver to
Landlord the items described in Paragraph 3(b), and of Landlord's release
of Tenant in Paragraph 4(b), Landlord and Tenant agree that the Lease is
terminated concurrently with the execution and delivery of this Agreement
(the "Effective Date").


(b) On the Effective Date, Tenant shall deliver:


(1) To Landlord, actual physical possession of the Premises, as
well as all of Tenant's property, improvements, fixtures and
equipment, if any, located at the Premises (including, but not limited
to, the UPS system and air conditioner units) on the day hereof
(collectively the "Property"), and any assignable manufacturer's
warranties or prepaid service contracts associated therewith;


(2) One Million Five Hundred Fifteen Thousand and 00/100 Dollars
($1,515,000.00) by wire transfer of immediately available federal
funds to the account (the "Mortgagee's Account") for the benefit of
Landlord's mortgagee, Teachers Insurance and Annuity Association (the
"Mortgagee") as follows:


Wire funds to:


Bank of America Atlanta, Georgia ABA# 061000052 Acct# 00325-169-7902 Acct: CapMark Services, L.P. Ref: Loan No. 400034821; and


(3) To Landlord, all keys, codes, combinations and other
information or materials currently in Tenant's possession that is
useful or necessary in the operation of the Premises (including, but
not limited to, items pertaining to any security system).


4. MUTUAL RELEASE


(a) Effective on the Effective Date, Landlord releases Tenant, its
officers, directors, agents, employees, partners, members and shareholders
from any and all obligations, liabilities, claims, rights or causes of
action arising out of, with respect to, or in connection with the Lease
and/or the Premises, excluding only all obligations of Tenant under this
Agreement; provided, however, that nothing in this Paragraph 4(a) shall
affect or vitiate Landlord's right under the Lease (as amended by Paragraph
2 of this Agreement) to draw upon the full Letter of Credit and to retain
all of the proceeds of such Letter of Credit.


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(b) Effective on the Effective Date, Tenant releases Landlord and
Mortgagee (and their respective officers, directors, agents, employees,
partners, members and shareholders) from any and all obligations,
liabilities, claims, rights, actions or causes of action arising out of,
with respect to, or in connection with the Lease and/or the Premises,
excluding only all obligations of Landlord under this Agreement; and


(c) In the event Tenant fails to perform its obligations under this
Agreement or breaches any covenant or representation herein, Landlord shall
have the right to avail itself of any and all rights and remedies which
Landlord may have at law or in equity or under this Agreement.


5. BANKRUPTCY. Notwithstanding anything in this Agreement to the contrary, should Tenant be the subject of a voluntary or involuntary petition in bankruptcy or of a liquidation or receivership proceeding in state court (collectively, a "Bankruptcy") and should Landlord be required to return all or any part of the consideration received by Landlord hereunder or return or restore all or any part of the Letter of Credit, or any other funds paid by Tenant to Landlord under the Lease and/or this Agreement (whether as a preferential transfer or otherwise, and whether by court order, settlement or otherwise), then, and in that event it is hereby acknowledged and agreed that (i) the release of Tenant as provided for in Paragraph 4(b) above shall be of no effect; (ii) the termination of the Lease in Paragraph 3 above shall be deemed for all purposes of the Lease and this Agreement to be pursuant to Section 21.02(b) of the Lease, and damages due to Landlord as a result of Tenant's breach of the Lease and Landlord's acceleration of the Rentals shall be determined in accordance with such Section 21.02(b) of the Lease less a credit for any portion of the consideration or Letter of Credit proceeds received and retained by Landlord hereunder.


6. TRANSFER OF THE PREMISES. Effective on the Effective Date, Tenant transfers, assigns and conveys to Landlord without recourse, representation or warranty except as otherwise expressly specified herein, and Landlord hereby unconditionally accepts, all of Tenant's right, title and interest in and to the Lease, the Premises, the Property and any transferable manufacturer's warranties or prepaid service contracts relating thereto.


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