EMPLOYMENT AGREEMENT
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Employment  Agreement ("Agreement") dated as of August 19, 1997 by and between
INNODATA  CORPORATION,  a  Delaware  corporation with an office at 95 Rockwell
Place,  Brooklyn,  New York 11217 (the "Company"), and JACK S. ABUHOFF, with a
residence  at  263  West  93rd  Street,  Apt.  8,  New  York,  NY  10025  (the
"Executive").

                               W I T N E S E T H
                               - - - - - - - - -

1.       Employment. The Company hereby employs Executive as President and CEO
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of  the  Company  for  and  during  the term hereof. In a separate letter, the
Chairman of the Board has committed to vote shares owned and controlled by him
toward Executive continuing to serve as Director of the Company for and during
the  term  hereof. The Executive hereby accepts employment under the terms and
conditions  set  forth  in  this  Agreement.

2.      Duties of Executive.  The Executive shall have such duties, consistent
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with his office, as may be reasonably assigned to him from time to time by the
Board  of  Directors,  and he shall report directly to the Board of Directors.

3.        Full Business Time. The Executive agrees to devote his full business
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time  and services to the faithful performance of his duties hereunder. During
the  term  of  his  employment,  Executive  shall  engage in no other business
activities  whatsoever  during  normal  working  hours  and  shall perform his
services  from  the  premises  of  the  Company.


4.        Term.     The term of this Agreement shall commence on September 15,
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1997 and end on September 14, 2000.  Either party may elect to terminate as of
September  15 of any year by giving written notice to the other party prior to
May  15  of that year.  If the Company terminates Executive's employment as of
September  15  of  any  year, then Executive will continue to receive his base
salary  at  the  rate  then  in  effect  through  November  15  of  that year.

5.          Compensation.
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(a)       The Company shall pay the Executive a base annual salary at the rate
of  $200,000  per  annum.

(b)      Mutually agreed-upon goals and expectations for each six month period
shall be established in writing within 30 days of the commencement of the term
hereof and thereafter in conjunction with semi-annual reviews conducted by May
15  and September 1 of each year commencing in 1998.  Bonuses, if any, will be
at  the  discretion  of  the  Board.

(c)      Salary payments shall be made in monthly payroll installments. Salary
and  bonus payments, if any, shall be subject to deduction for applicable U.S.
Federal,  State  and  local  withholding  taxes.

(d)        Upon signing of this Agreement, Executive will be granted five-year
options,  exercisable  upon the earliest to occur of (i) five years after date
of grant; (ii) the date the market price is at least $2.50 for ten consecutive
trading  days;  or (iii) in the event of a sale of the Company as contemplated
in  Subparagraph  (g) hereof in which the sale price is above $2.50 per share,
to  purchase  30,000  shares of the Company's Common Stock at $1.00 per share;
50,000  at  $2.00  per  share;  70,000 at $3.00 per share; 90,000 at $4.00 per
share;  and  100,000  at  $7.00  per  share.

(e)    (i)     On each December 31 during the term of this Agreement, the
Company  shall  grant  to  the Executive a five-year option to purchase 31,000
shares  of the Company's Common Stock at the lowest market price of a share of
Common  Stock  during  the  60  days  preceding  such  date  of  grant.

     (ii)    Options granted hereunder shall be Nonstatutory.  The vesting and
other  provisions and restrictions of such options shall conform to the option
award  letter  contained as Exhibit A hereto (which provides that such options
shall  be subject to the same terms and conditions as if it were granted under
the Company's 1995 Stock Option Plan (a copy of which is attached as Exhibit B
hereto).

(f)         An automobile allowance of $1,300 per month during the term of the
Agreement.

(g)     In the event a sale of the Company (third party or parties in a series
of  related  transactions  acquires  more  than  50% of Company) is made while
Executive  is  employed  or  within  the  90  day  period after termination of
employment (including termination due to death or disability, but specifically
not  including  termination  "for  cause"), Executive will receive $50,000 for
each  full  dollar  of  sale  price  above  $2.00  per  share.

6.          Employment  Benefits.
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(a)      While he is an employee of the Company, the Company shall provide the
Executive  and  all  dependents of the Executive with group medical and dental
insurance in amounts of coverage available to senior executives of the Company
with participation paid on the same terms as other senior executives. However,
if  the  Executive  does  not meet the requirements of the Company's insurance
underwriters, the Company will not provide such insurance but will instead pay
to  the  Executive an amount equal to the premium which the Company would have
paid  had  the Executive met such requirements and had he participated in such
insurance  on  the  same  terms  as  other  senior  executives

(b)        The Executive shall be entitled to a paid vacation each year during
the  term  of  this Agreement equivalent to four weeks of time, which vacation
shall  be  taken by the Executive in accordance with the business requirements
of  the Company at the time and its personnel policies then in effect relative
to  this  subject.  Two  week's vacation per year may be carried over from one
year  to  the  next.

(c)      The Executive shall be entitled to 401(k) participation to the extent
such  participation is made available to other senior executives, and he shall
also  be  entitled to whatever perquisites and pension, benefit and retirement
plans  are  made  available  to  any  senior  officer  of  the  Company.

(d)     The Executive shall be entitled to reimbursement for his normal travel
expenses  on  behalf  of  the  Company and for travel for Executive's wife and
child  where  trip  is overseas and for a duration exceeding two weeks, and at
other  times  when  he  reasonably  elects  to  have  them  accompany  him.

7.        Termination.  Notwithstanding any other provision in this Agreement:
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(a)      Death.  If the Executive dies during the term of this Agreement, this
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Agreement  shall  automatically  terminate  as  of the date of the Executive's
death.

(b)          Disability.    If  the  Executive is unable to perform his duties
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hereunder as a result of any physical or mental disability which continues (i)
for  90  consecutive days or (ii) for 120 days in any 365 day period, then the
Company  may  terminate  this  Agreement  upon  30  days'  written  notice  to
Executive,  provided  that Executive's salary shall continue until the earlier
to  occur of (x) the date on which he commences receiving disability insurance
(if  any),  or  (y)  90  days  after  the  date  of  termination.

(c)        Termination by the Company for Cause.  The Company may by action of
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the  Board  (of  which  the  Executive shall have not less than 15 days' prior
notice  and at which the Executive, but not his attorney, shall be entitled to
be  heard)  terminate  the  Executive's employment for cause. Termination "for
cause"  shall  mean termination upon written notification to the Executive for
one  or  more  of  the  following  reasons:

     (i)  Conviction by a court of competent jurisdiction in the United States
of  a  felony  or  a  crime  involving  the  Company;  or

     (ii)     Persistent  and  willful  refusal  to  perform duties or willful
misconduct  with  respect to obligations under this Agreement, after notice to
the  Executive  of  the particular details thereof and a period of thirty (30)
days to correct such refusal or misconduct, and the failure of such refusal or
misconduct  to  be cured at the end of such period, provided that no such cure
period  shall  apply if such refusal or misconduct is not susceptible to cure,
and provided further that if any such refusal or misconduct is not susceptible
to  cure  within such 30-day period such period shall be extended for not more
than  180  additional  days  provided that during such period the Executive is
diligently  prosecuting  such  cure.

(d)          Upon resignation of Executive or upon each termination aforesaid,
Executive  or  his  estate shall be entitled to receive his base salary to the
date  of  resignation or termination and any amounts owed under Paragraph 5(g)
hereof.

(e)  (i)      The Company may terminate this Agreement without cause at any
time,  provided that Executive shall be entitled to receive (1) the greater of
(i)  his  then  current  monthly  base  salary  in normal payroll installments
throughout  the  balance  of  the then current term of this Agreement as if he
were  still  employed  and (ii) his then current monthly base salary in normal
payroll  installments  for  six months after date of termination as if he were
still  employed,  and  (2)  COBRA insurance throughout the balance of the then
current  term of this Agreement will be provided by the Company under the same
financial  terms  as similar insurance is provided under Paragraph 6(a) during
the  term  hereof.

     (ii) The Executive is deemed to have been terminated without cause if the
Company  breaches any of its material obligations under this Agreement, if the
Company  purports to terminate this Agreement when not permitted hereunder, if
the  Company reduces Executive's compensation below the amount provided for in
this  Agreement,  or  if the Company assigns to the Executive duties which are
not  consistent  with his office set forth in Section 1, but in each case only
if  within  90  days  after  the occurrence of such action or event, Executive
gives  notice  to  the  Company  of  his intention to terminate his employment
hereunder, the Company does not revoke or cure any such action or event within
60  days  after  the date of such notice, and Executive resigns his employment
within  30  days  thereafter.

8.          Confidentiality  Agreement  and  Ownership  of  Information.
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(a)        During Executive's employment and for three years after Executive's
employment  (except, during the course of his employment, if in furtherance of
the  Company's  business):

     (i)     Executive  will not disclose to any person or entity, without the
Company's  prior consent, any confidential or proprietary information, whether
prepared  by  him  or  others.

     (ii)    Executive will not directly or indirectly use any such information
other  than  as  directed  by  the  Company  in  writing.

     (iii)   Executive will not remove confidential or proprietary information
from  the  premises  of  the  Company without the prior written consent of the
Company.

(b)    (i)        Upon termination of his employment for whatever reason, with
or without cause, Executive will promptly deliver to the Company all originals
and copies (whether in note, memo or other document form or on video, audio or
computer  tapes  or  discs  or  otherwise)  of (1) confidential or proprietary
information that is in his possession, custody or control, whether prepared by
him  or  others,  and  (2)  all  records,  designs,  patents,  plans, manuals,
memoranda,  lists and other property delivered to Executive by or on behalf of
the  Company  or  by  its customers (including, but not limited to, custo-mers
obtained  for  the  Company  by  Executive),  and all records com-piled by the
Executive  which  pertain  to  the  business  of  the  Company, whether or not
confidential.  All  such  material  shall  be  and  remain the property of the
Company  and  shall  be  subject  at  all times to its discretion and control.

     (ii)     Information  shall  not  be  deemed  confidential  if:

         (A) such  information was available to the public prior to disclosure
thereof  by  Executive,  or

         (B) such  information  shall,  other  than  by  an act or omission on
Executive's  part,  be  or  become  available  to  the public or lawfully made
available  by  a  third  party  without  restrictions  as  to  disclosure.

     (iii)    Confidential information may be disclosed where required by law,
provided  that  Executive  first  gives  to the Company not less than 15 days'
prior  notice  of  such  disclosure  and affords to the Company the reasonable
opportunity  to  obtain  protective  or  similar  orders,  where  available.

9.          Non-Compete  Provisions
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(a)      During the Limitation Period (as hereinafter defined), Executive will
not anywhere in the world directly or indirectly be employed by (i) any person
or  entity  in  a  division or other department which competes to any material
extent  with  the  business  the  Company  shall  be conducting at the time of
termination  or  (ii)  any  person  or  entity  the major business of which is
competitive  with  the  Company, nor will Executive directly or indirectly own
any  interest  in  any  such  person or entity or render to it any consulting,
brokerage,  contracting,  or  other services. The foregoing shall not prohibit
Executive  from  owning  not  in  excess of 2% of the outstanding stock of any
company  which  is  a  reporting  company  under  the  Securities Act of 1934.

(b)     During the Limitation Period,  Executive will not anywhere directly or
indirectly  (whether  as  an  owner,  partner,  employee,  consultant, broker,
contractor  or  otherwise,  and  whether  personally or through other persons)
approve,  solicit or retain, or assist in the employment or retention (whether
as an employee, consultant or otherwise) of, any person who was an employee of
the  Company at any time during the 90-day period preceding the termination of
Executive's  employment.

(c)         The "Limitation Period" means the period during which Executive is
actually employed by the Company or compensated as such (but not including any
time  during  which  Executive  is  being  paid  compensation in the nature of
severence  as  contemplated  under  Paragraph  4  or  Paragraph 7 (e)) and the
following  number  of  months:

     (i)     two  months after initial year of this Agreement if employment is
terminated  by  the  Company  prior  to  May  15,  1998;

     (ii)     six  months  if  the Executive's employment is terminated by his
resignation  or  "for  cause"  at  any  time  prior to September 15, 1998; and

     (iii)     12  months  if  the  Executive's employment is terminated after
September  15,  1998  by  his  resignation  or  if Executive is dismissed "for
cause."

(d)          Since  monetary damages may be inadequate and the Company will be
irreparably  damaged if the provisions of Section 8 and this Section 9 are not
specifically  enforced, the Company shall be entitled, among other remedies to
an  injunction  restraining  any  violation of any such provision (without any
bond  or  other  security  being  required)  by Executive and by any person or
entity  to  whom  Executive  provides  or  proposes to provide any services in
violation  of  such  provision.

(e)       If any provision contained in this Section is determined to be void,
illegal  or  unenforceable,  in  whole  or  in part, then the other provisions
contained  herein  shall  remain  in full force and effect as if the provision
which  was  determined  to  be  void,  illegal,  or unenforceable had not been
contained  herein.  The  courts  enforcing  this  Section shall be entitled to
modify  the  duration  and  scope  of  any restriction contained herein to the
extent such restriction would otherwise be unenforceable, and such restriction
as  modified  shall  be  enforced.

10.      Inventions.  Executive shall disclose promptly to the Company any and
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all  inventions, improve-ments and valuable discoveries, whether patentable or
not,  which  are conceived or made by Executive solely or jointly with another
during  his  employment and which are related to the business or activities of
the  Company or which Executive conceives as a direct result of his employment
by  the  Company,  and  Executive  hereby assigns and agrees to assign all his
interests therein to the Company or its nominee.  Whenever request-ed to do so
by  the Company, Executive shall execute any and all applications, assignments
or  other  instruments  that the Company shall deem necessary to apply for and
obtain  Letters  Patent  of  the  United  States  or any foreign country or to
otherwise  protect  the  Company's  interest  therein.

11.        Use of General Abilities. Nothing contained in this Agreement shall
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restrict  Executive  after  the  termination  of  his  employment  under  this
Agreement  from  using  his  general  business,  organizational  and financial
abilities, and the exertion of his efforts, in the prosecution and development
of  any  business, so long as the specific non-compete and other provisions of
this  Agreement  are  not  thereby  violated.

12.          General  Provisions
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(a)        Notices.  All notices, requests, consents, and other communications
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under  this  Agreement  shall  be  in writing and shall be deemed to have been
delivered  (i) on the date personally delivered or (ii) one day after properly
sent  by Federal Express, addressed to the respective parties at their address
set  forth  above.  Either  party  hereto may designate a different address by
providing  written  notice  of  such  new address to the other party hereto as
provided  above.  A  copy  of  each  notice to Executive shall be forwarded to
Donald  C.  Pasulka, Esq., Ross & Hardies, 150 North Michigan Avenue, Chicago,
Illinois  60601.  A  copy  of each notice to the Company shall be forwarded to
Oscar D. Folger, Esq., at 521 Fifth Avenue, New York, New York 10175. All such
copies  shall  be  given  in  the manner provided for notices in this Section.

(b)          Severability.    If  any provision contained in this Agreement is
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determined to be void, illegal or unenforceable, in whole or in part, then the
other  provisions contained herein shall remain in full force and effect as if
the  provision  which was determined to be void, illegal, or unenforceable had
not  been  contained  herein.

(c)      Waiver, Modification and Integration.  The waiver by any party hereto
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of  a  breach  of  any  provision  of  this  Agreement shall not operate or be
construed  as a waiver of any subsequent breach of any party.  This instrument
contains  the  entire  agreement  of  the  parties  concerning  employment and
supersedes  any  and  all other agreements, either oral or in writing, between
the  parties  hereto  with  respect  to the employment of the Executive by the
Company  and  contains all of the covenants and agreements between the parties
with  respect to such employment in any manner whatsoever.  This Agreement may
not  be  modified,  altered  or amended except by written agreement of all the
parties  hereto.

(d)      Binding Effect. This Agreement shall be binding upon and inure to the
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benefit  of the Company and its successors and permitted assigns, and upon the
Executive, his heirs and his executors and administrators. Executive shall not
be  entitled  to    assign  his  duties  hereunder.

(e)          Jurisdiction,  Etc.  All  disputes hereunder shall be exclusively
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determined  and  resolved  by the American Arbitration Association in New York
City  or  by  other mutually agreeable arbitration panels.  Service of process
shall  be  effective  when  forwarded  in  the  manner  provided  for  notices
hereunder.  Trial by jury is waived. The prevailing party in any dispute shall
be  entitled  to  recover  reasonable  attorney's  fees  and  costs.

(f)       Governing Law.  This Agreement shall be governed by and construed in
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accordance  the  laws  of  the  State  of  New  York.

IN  WITNESS  WHEREOF,  the parties have executed this Agreement on the day and
year  first  above  written.

INNODATA  CORPORATION

By:  __________________________
       Its:    Chairman  of  the  Board


_____________________________
Jack  S.  Abuhoff