PERSONAL AND CONFIDENTIAL

5

      May 13, 2002

      PERSONAL AND CONFIDENTIAL

      John Lalli

      60 White Birch Road

      Pound Ridge, New York 10576

      Dear John:

      This is to confirm our offer to you for the position of Senior Vice

      President, Strategic Services, reporting directly to me. Your commencement

      date will be May 15, 2002. Your base salary rate will be $3,750

      semi-monthly ($90,000 per annum) less applicable withholding taxes and

      payroll deductions (collectively referred to as "Payroll Deductions").

      In addition to your base salary, you will be eligible to earn commissions

      equal to three percent (3%) of Adjusted Revenue from new customers that

      are solely introduced by you to the Company on or after your commencement

      date. For purposes of this commission arrangement, Adjusted Revenue shall

      be the minimum gross fees payable by new customers excluding any amounts

      representing deposits; credits or discounts given to the new customers by

      the Company; interest or finance charges; any taxes payable by the new

      customers; sales of hardware or software; and expense reimbursements,

      including any administrative markup thereon. Commissions shall be payable

      in the final semi-monthly pay period in the month following the month in

      which a new customer was billed, provided you are an active employee of

      the Company at the time that payment would be due. Any commission paid to

      you will be subject to adjustment for subsequent credits or discounts

      given to the new customers in a period following the month in which the

      Adjusted Revenue on which the commission had been computed was billed. In

      no event will commissions be earned or payable in any period following

      your termination of employment irrespective of the reason for such

      termination.

      Your annual expense account is $30,000. Expenses for local business

      entertainment, expenses while traveling outside the local area, typically

      while traveling via air transportation, hotels to various locations are

      not included in this expense allowance, but are paid separately.

      In the final semi-monthly pay period of each of the first twelve (12) full

      calendar months following the commencement date (individually a "Draw

      Period"), except as noted below, you will receive $10,000 less Payroll

      Deductions as a draw against commissions. If you are entitled to receive

      any commissions in a Draw Period, the gross amount of the draw will be

      reduced by the gross amount of the commission then payable. Any gross

      commission otherwise payable in excess of $10,000 will be applied against

      any previously unrecovered draw. Notwithstanding the foregoing, you will

      receive no less than $10,000 less Payroll Deductions, either as a draw,

      commission, or combination thereof, in a Draw Period. In the event that

      you do not earn enough commissions prior to the termination of your

      employment, irrespective of the reason for such termination, any balance

      of unrecovered draws shall not be subject to repayment by you to the

      Company.

      A recommendation will be presented to the Options and Compensation

      Committee of the Board of Directors and/or the Board of Directors itself

      to grant you an option to acquire 30,000 shares of common stock in

      Infocrossing pursuant to the 200