[ARTICLE]  3
[CIK]  0000903651
[NAME]  INNODATA  CORPORATION

CONTRACT  OF  LEASE

KNOW  ALL  MEN  BY  THESE  PRESENTS:

This  Contract  of  Lease made and executed on this 29th day of January 1999, by
and  between:

ELCADO  REALTY  CORPORATION,  a domestic corporation duly organized and existing
under and by virtue of the laws of the Republic of the Philippines, with offices
and  principal  place of business at the basement of Benigno Du Building, Fuente
Osmena  Oval,  Cebu  City,  represented in this act by its President, Dolores D.
Diez,  MD,  hereinafter  referred  to  as  LESSOR;

-  and  -

INNODATA  PHILIPPINES,  INC.  a domestic corporation duly organized and existing
under and by virtue of the laws of the Republic of the Philippines, with offices
and  principal place of business at 2F Benigno Du Building, Fuente Osmenia Oval,
Cebu  City,  represented  in  this  act  by its Assistant Vice-President/Head of
Facility,  Ma.  Rosario  R.  Remoquillo,  -  hereinafter  referred to as LESSEE;

WITNESSETH:

WHEREAS,  the  LESSOR  is  the  absolute  and registered owner of the BENIGNO DU
BUILDING  (hereafter,  the  "Building"), located at the Fuente Osmena Oval, Cebu
City.

WHEREAS, the LESSEE desires to lease a portion of the basement, a portion of the
second floor and a portion of the third floor of the Building currently existing
hereinafter collectively referred to as the "Leased Premises", with a total area
of one thousand six hundred one and 79/100 square meters (1,601.79 sqm.) and the
LESSOR  is  willing  to  lease  said  premises to the LESSEE under the terms and
conditions  hereinafter  provided.

NOW, THEREFORE, for and in consideration of the mutual covenants and obligations
hereinafter  contained, the LESSOR hereby leases unto the LESSEE, and the LESSEE
hereby  agrees  to  lease  from  the  LESSOR  the  Leased  Premises:

1. USE OF THE PREMISES - The LESSEE shall use the Leased Premises exclusively as
a  data  encoding  and  software  design  office.

2.  TERM  -  This  Lease  shall  be  for a period of five (5) years, to begin on
February  1,  1999  and  to  expire  on  January  31,  2004.

The area leased from the LESSOR by the LESSEE under lease contact for the second
and  third  floors  and  addendum  for  additional  space  in  the basement, all
documents  covering  the  period  of  time  from March 7, 1996 to March 6, 2001,
hereinafter  collectively  referred  to as the "Old Contract", shall continue to
have  full  force  and  effect  within  the  applicable  period, except modified
explicitly  in this Contract. All terms referred to here shall not apply for the
Old  Contract  unless  otherwise  specifically  stated.

3. AREA - The Lease shall cover Leased Premises with a total of one thousand six
hundred  one  and  79/100  square meters (1,601.79 sq.). Said Leased Premises is
composed  or seventy-five and 63/100 square meters (75.63 sqm.) on the basement,
hereinafter  referred  to as "Basement Leased Premises", and eight hundred eight
and 59/100 square meters (808.59 sqm.) on the second floor, hereinafter referred
to as "2F Leased Premises", and seven hundred seventeen and 57/100 square meters
(717.57  sqm.)  on  the  third  floor,  hereinafter  referred  to  as "3F Leased
Premises".

The exact location and size of the Leased Premises is documented in a floor plan
labeled  "Annex A", "Annex B" and "Annex C" for the Basement Leased Premises, 2F
Leased Premises and 3F Leased Premises, respectively, and shall form an integral
part  of  this  contract.

4. CONSTRUCTION AND TURNOVER OF LEASED PREMISES - Upon signing of this Contract,
LESSOR  shall,  at  its  own  expense,  undertake  the steps listed below. These
actions  shall  occur within the time period covered by the Old Contract and the
locations  stipulated  in  the  Old  Contract  as  thus  accordingly  modified.

a.  LESSOR  shall  ensure  full  operationability  of  items  under  LESSOR's
responsibility  like  windows which should be capable of being opened and closed
properly,  and  shall replace all broken, missing or cracked glass panes.  Pipes
should  not be clogged nor leak, roof slabs and walls should be free from cracks
and  leaks.  Holes  in  floor  slabs  should  be properly patched, reinforced or
repaired.

Any  leaks occurring during the lease period shall be immediately attended to by
LESSOR,  including  the  repair  of  any  portion of the Leased Premises damaged
thereby  (e.g.  ceilings,  floors,  walls,  carpets, tiles, paint, etc.). LESSOR
shall not be liable for any consequential damages to office supplies, computers,
office  equipment,  air  conditioners  and other similar items arising from such
cracks  and  leaks.

LESSOR  shall  ensure  that  the Leased Premises are equipped with an electrical
system  with  a  capacity  of  at  least  200  KVA. LESSOR and LESSEE shall both
designate  the  location  of the main panel box area within the Leased Premises.
LESSOR  is responsible for electrical connections from the point supplied by the
electric  company  to  the  main  panel  box.

The  completion  date of such construction should not be later than February 28,
1999.  All  such  construction  and other activities to be undertaken by are the
LESSOR  at the LESSOR's sole expense unless otherwise provided in this document.

b.  LESSOR  grants  LESSEE  to  install generator(s) with a combined capacity of
approximately  250  KVA in area specified in Annex "E" of the Old Contract which
the  LESSEE  shall  rent at the thirty-three percent (33%) of the rental rate of
the Leased Premises. All electrical connections from generator to the main panel
box  area  shall be undertaken by the LESSEE, Likewise, all generator-associated
equipment  and  materials  like  manual/automatic  transfer  switches,  circuit
breakers  and conduits shall be provided for and installed by LESSEE. LESSEE can
maintain  existing  structure  constructed  over  existing  generator  site that
shields  the  generator from weather and restricts access to this equipment. The
generator  and  all generator-related equipment shall remain the property of the
LESSEE  and  shall  be removed by the LESSEE at the expiration or termination of
this  Contract.

c.  LESSOR  hereby  grants  LESSEE  permission  to  install  (i) window-type air
conditioning units along walls not facing Fuente Osmena, (ii) condenser units of
split-type  air  conditioning  to  be installed along the air conditioning ledge
found at the rear of the building specified in Annex "F" of the Old Contract and
(iii) air handling units of split-type air conditioners to be installed anywhere
within  the Leased Premises. All other types, configuration and location for air
conditioners  not  specifically  mentioned  herein  shall be subject to LESSOR's
prior  approval.  All air conditioning units and attendant piping, equipment and
accessories  shall  remain  the  property  of LESSEE and shall be removed by the
LESSEE  at  the  expiration  or  termination  of  this  Contract.

d.  LESSEE  may  install  any  kind  of partition in the Leased Premises without
further  consultation  with  the  LESSOR.

5.  RENTAL  -  The  parties  herein  agree that the monthly rental of the Leased
Premises  shall  be  as  follows:

February  1,  1999  to January 31, 2000P 185.00 / sqm./month February 1, 2000 to
January  31,2001P  194.25  /  sq.m. / month February 1,2001 to January 31, 2002P
203.96  /  sq.m.  / month February 1, 2002 to January 31, 2003P 214.16 / sq.m. /
month  February  1,  2003  to  January  31,  2004P  235.58  /  sq.m.  /  month

or a total of Two Hundred Ninety-Six Thousand Three Hundred Thirty-One Pesos and
15/100  Centavos  (P296,  331.15) per month in Philippine Currency, based on the
floor  area  of  one thousand six hundred one and 79/100 square meters (1,601.79
sq.m.) at One Hundred Eighty-Five Pesos (P185.00) per square meter per month for
the  first  year.  This  amount  will  change  as  the  rate  changes.

The  rental  payment due is subject to application by the advance rental payment
as  described  below.

Rental  obligations  of the LESSEE to the LESSOR less applications of the rental
advance,  if  any,  are payable within the first five (5) days of every calendar
month  without  a  need  of  demand.

6.  DEPOSIT  -  All  deposits  made by the LESSEE with the LESSOR for the Leased
Premises under the Old Contract shall be maintained without change. This deposit
is  refundable  upon  the  expiry  of this Contact without interest. The Deposit
shall  answer at the end of the lease for any unpaid utility bills or any damage
to  the premises attributable to causes of other than ordinary wear and tear and
acts of God. 7. ADVANCE RENTAL - Upon signing of this Contract, the LESSEE shall
pre-pay  to  the  LESSOR  the  amount of One Million Seven Hundred Seventy-Seven
Thousand  Nine  Hundred  Eighty-Six  Pesos and 90/100 Centavos (P1, 777,986.90),
calculated  as  one  thousand six hundred one and 79/100 square meters (1,601.79
sq.m.),  the  total area of the Basement Leased Premises, 2F Leased Premises and
3F  Leased  Premises,  multiplied by One Hundred Eighty-Five Pesos (P185.00) per
square  meter.

This  advance  rental  shall  be  applied  over a period of six months beginning
February  1,  1999.  In other words, Two Nine Hundred Six Thousand Three Hundred
Thirty-One  Pesos  and 15/100 Centavos (P296, 331.15) shall be deducted from the
advance  made  and applied to the rental payment that is due, until this advance
is  exhausted.

8.  ADJUSTMENTS  -  In  case of legal devaluation or extra-ordinary inflation of
the  Philippine  Peso,  the parties shall mutually consent to make the necessary
adjustment  in  the  rate  of  rentals.

9.IMPROVEMENTS  -  For the duration of this Contract, the LESSEE may, at its own
expense,  and  with  written  approval  of  the  LESSOR,  install  additional
improvements  in  the  Leased  Premises.  Provided that such improvements do not
violate or cause the LESSOR to violate any applicable building or safety code or
structurally  endanger  the  building  in  any  way; provided further, that such
permanent  improvements  shall  become  the  property  of  the  LESSOR  at  the
termination of this Contract; provided finally, that temporary improvements like
furniture,  fixtures  and  equipment  which  can  be removed without defacing or
damaging the building or any part of it shall remain the property of the LESSEE.
The  LESSEE  shall  furnish  the  LESSOR  a  complete  set  of  "as-built" plans
upon-completion  of  its  renovations.

10. CANTEEN - LESSOR hereby grants the LESSEE permission to operate a canteen in
the  Building.

11.ELECTRIC  SYSTEMS  -  All  electrical works undertaken by either party hereto
shall conform to the Philippine Electrical Code and/or such other pertinent law.
Both  parties undertaking such work shall be responsible for compliance of their
work  with  such  regulations  and  will be liable for violations and/or damages
arising  from  non-compliance  therewith.

12.  CONSTRUCTION  -  All  construction  works undertaken by either party hereto
shall  conform  to the Philippine Building Code and/or such other pertinent law.
Both  parties undertaking such work shall be responsible for compliance of their
work  with  such  regulations  and  will be liable for violations and/or damages
arising  from  non-compliance  therewith.

13.  REPAIRS & MAINTENANCE - The LESSOR shall be responsible for maintenance and
repair  of  the  premises attributable to ordinary and reasonable wear and tear.

The  LESSEE  shall  be  responsible for repair of any damage due to the fault or
negligence  of  the  LESSEE,  its  employees,  clients  or  customers  and their
companions. The LESSEE shall also be responsible for lost keys to locks in their
premises  and  replacement  of  consumable  such  as  light  bulbs  and  fuses.

14.  PEST  CONTROL  -  LESSEE  shall be responsible for retaining a pest control
contractor  for  regular  fumigation

15. SIGNS - The LESSEE may install at its own cost, various and customary signs,
displays,  lettering,  illuminated  or otherwise, at the exterior portion of the
Leased Premises provided the installation of the same is not in violation of any
ordinance  law or zoning regulation. Said signs, logos or names shall not deface
nor  obstruct  any  areas  common to other lessees and shall be subject to prior
consultation  with,  and  the  mutual  agreement  of,  LESSOR  and  LESSEE.

16.  INSURANCE  -  Either  party  may,  at  its  option  and  expense, secure an
appropriate  insurance  policy  over  its  respective  insurable interest on the
Leased  Premises.

17.  UTILITIES - The LESSEE shall promptly pay (upon billing) through the LESSOR
all  electrical,  water,  telephone, garbage and other utility fees furnished to
the  LESSEE by the LESSOR during the term of this Contract. The LESSEE shall not
be  liable  for  any other fee, including any subsequent Condominium Association
due,  not  expressly  mentioned  herein.

a.  Electricity  -  The  Leased  Premises  shall  be  provided  with an electric
sub-meter.  Electrical consumption shall be billed by the LESSOR and paid by the
LESSEE  to  the  LESSOR  every month at prevailing VECO per kilowatt-hour rates.

b.  Water  -  The  Leased  Premises  shall  be  provided with a sub-meter. Water
consumption  shall  be billed by the LESSOR and paid by the LESSEE to the LESSOR
every  month  at  prevailing  commercial  rate  per  cubic  meter  of  the MCWD.

c.  Telephone  - The LESSOR shall allow LESSEE to use the telephone terminals of
the Building for the additional installation of eight (8) telephone lines in the
'Leased  Premises  at  LESSEE's expense. Telephone rental and long distance toll
charges  shall  be  for the account of the LESSEE. For telephones in the name of
the  LESSOR,  said  bills  shall  be  payable to the LESSOR upon presentation of
monthly  bills.

18.  RESERVE  PARKING SPACE - The LESSOR shall provide the LESSEE with three (3)
reserve  parking  spaces  at the basement free of charge during the entire lease
term.

19.  TAXES  - The LESSOR shall pay and defray at its own expense all real estate
taxes  and  other  government assessments. Any taxes on rental payments shall be
withheld  and  settled by the LESSEE to the Commissioner of Internal Revenue for
the  account  of  the  LESSOR.

20.  WARRANTY  -  The LESSOR warrants that the premises which is subject of this
Contract is free from all liens and encumbrances and shall maintain peaceful and
legal  possession  of the Leased Premises in favor of the LESSEE during the term
of  this  Contract.

21.SALE  OR  MORTGAGE  OF  LEASED PREMISES - The LESSEE agrees that the right to
sell,  mortgage or otherwise dispose of the Leased Premises shall be reserved to
the  LESSOR,  provided  the  LESSEE's right and interest under this Contract are
respected.

22. SUBLEASE - The LESSEE shall not sublease or sublet all or any portion of the
Leased  Premises  without  written  consent  of  the  LESSOR.

23.  INSPECTION  OF  PREMISES  -  The  LESSOR  or its authorized agent shall, by
previous  arrangement  with  the  LESSEE,  have  the  right  to enter the Leased
Premises  at any reasonable time during normal office hours to examine the same,
or  for  any  purpose,  which  it  may  deem  necessary,  for  the  operation or
maintenance  of the building or its installation, for purposes of making repairs
or  to  undertake  all  work  necessary for the building or any part thereof. No
compensation  or  claim  shall  be  allowed  against the LESSOR by reason of any
inconveniences,  annoyance  or injury to the LESSEE's business that may arise by
virtue  of  undertaking  any  work  under  this  provision.

24.  PROHIBITION  -  The  LESSEE  shall  not  bring  into or store in the leased
premises  any  thing  of  a highly inflammable nature or explosive materials nor
install  therein any apparatus, machinery or equipment which may cause obnoxious
tremors,  noise, or which may expose the leased premises to fire or increase the
fire hazard of the building or change the insurance rate of the building, or any
article  the  LESSOR may reasonably prohibit it being understood that should the
LESSEE  do  so,  not  only shall the latter be responsible for all damages which
such  violation  may  cause  the LESSOR and/or its other tenants, but the LESSOR
shall,  in  addition  thereto,  have  the  fight  to  cancel  the  lease.

LESSOR  permits  LESSEE  to  store reasonable amount of diesel fuel for LESSEE's
generator.

25. COMPLIANCE WITH RULES AND REGULATIONS - The LESSEE binds itself to abide and
comply  with  all  the reasonable rules and regulations which may be promulgated
from  time  to time by the LESSOR, as well as rules, regulations, ordinances and
laws  promulgated  by the Bureau of Health or other duly constituted authorities
regarding  the  use,  occupancy  and  sanitation  of  the  Leased  Premises.

Upon signing of this Contract, the LESSEE shall furnish the LESSOR a copy of the
business  permit  and  all other pertinent permits in relation to the conduct of
the  business.

26.  FIRE  -  In  case  of damage to the Leased Premises or its appurtenances by
fire,  earthquake  or  other  unforeseen  cause, the LESSEE shall give immediate
notice  to the LESSOR. If the building or the Leased Premises be so destroyed as
to  make  it  untenantable, without fault or neglect of the LESSEE, either party
may  demand  the recession of this Contract, in such cases without forfeiture of
deposit,  advancerental or other charges to the LESSEE. 27. TERMINATION OF LEASE
- The LESSEE agrees to return or surrender the Leased Premises at the expiration
of  the  term or termination of this Contract in as good condition as reasonable
wear  and  tear  will  permit  devoid  of  all  occupants, furniture, equipment,
articles  and  effects  of  any  kind  other  than  partitions,  alternations,
installations,  additions  or improvements of permanent character ownership over
which  accrues  in  favor  of  the  LESSOR  in  accordance  with  the applicable
provisions  of this Contract. LESSOR shall, within ten (10) days from expiration
or  termination  of this contract, notify the LESSEE of any furniture, equipment
and effects that have not been removed and which LESSOR would want to be removed
from  the  Leased  Premises. Any furniture, equipment, articles, and effects not
removed  from  the  Leased  Premises  within thirty (30) days from expiration or
termination  of  this  Contract shall belong to the LESSOR. In case of breach of
any condition of this Contract, the aggrieved party can extrajudicialy terminate
this  Contract  and  further,  collect damages, costs of collection, expenses of
litigation  and  reasonable;  attorney's fees._ 28. PRE-TERMINATION - LESSEE may
pre-terminate this Contract should LESSOR restrict or cause to restrict LESSEE's
24  hours  a  day, 7-days a week access to Leased Premises. Such pre-termination
shall  not  cause  the  forfeiture  of  LESSEE's  Deposit  as  above  provided.

LESSEE  may  also  pre-terminate  this  Contract  in  the  event that the Leased
Premises  shall become untenantable as hereinafter defined. Such pre-termination
shall  not  cause  the  forfeiture  of  LESSEE's  deposit,  which  LESSOR  shall
immediately  return  to  LESSEE  provided  that  LESSEE  has  fulfilled  all its
contractual  obligations.

In  the  event  that LESSEE does not chose to preterminate this Contract despite
the  fact  that the Leased Premises has become untenantable, LESSEE shall inform
the LESSOR of the actions it should take in order to remedy the tenantability of
the  Lease  Premises  within  one hundred twenty (120) days from notice thereof.
During this period, LESSEE shall continue to pay rental for the tenantable areas
and  shall remit the same in escrow for the credit of LESSOR. Untenantable areas
shall  not  generate rental income. Failure of LESSOR to take appropriate action
to  remedy  the  condition  of  the  Leased Premises shall entitle the LESSEE to
pre-terminate  this  Contract  and  retrieve  all  amounts  paid  in  escrow.

For purposes of this paragraph, damage is defined as the reduction or impairment
of  usability  of  the  Leased  Premises.  Untenantability  shall  be defined as
follows:

(a)  The  declaration  by  competent  authority  of  such  fact due to damage or
destruction  arising  from earthquake, fire, water, age, atmospheric disturbance
or  similar  incidents;

(b)  The  inability  of  LESSEE  to continue normal operations within the Leased
Premises  due  to  dangers  posted  by the above or due to lack of power, water,
drainage  or  the  impairment  of  such  utilities;  and

(c)  The prohibition of ingress or egress by LESSOR or other competent authority
due  to  hazards  to  occupants.

On the other hand, LESSEE may also pre-terminate this Contract without due cause
and  shall  forfeit  its  right  to  the return of its Deposit. LESSOR agrees to
consider  the  forfeited  deposit  as the full settlement of damages that may be
suffered  by  the  same  on  account  of  the pre-termination and shall not seek
further  claim  against  LESSEE  for  the  pre-termination.

29.  FIRST OPTION - LESSEE shall have the right of first refusal for any and all
space  that  may become available for lease or renewal of lease whether the same
be  caused  by  vacancy  of  existing  tenant,  expiration  of  a  contract  or
construction  of  additional space; LESSEE is likewise given the option to match
any  offer made by third parties thereon. LESSOR shall immediately inform LESSEE
in  writing  of the availability of lease space to which LESSEE shall reply by a
written  offer within seven (7) days from receipt of LESSOR's notice. Failure of
LESSOR and LESSEE to arrive at mutually acceptable terms shall entitle LESSOR to
negotiate  with. any third party. The terms arrived at which such third party be
disclosed  to  LESSEE  and  LESSEE  shall  be given three (3) business days from
notice  thereof  to match third party's offer. The non-exercise by the LESSEE of
its right under this paragraph in one instance shall in no way diminish the same
for exercise in the future. Breach of this right by the LESSOR shall entitle the
LESSEE  to  immediately  pre-terminate  this  Contract without forfeiture of its
Deposit.

30.  ASSIGNABILITY  -  Either  party  may  assign  this  Contract  to  its
successors-in-interest  or  to  any  other  party  as  it  may  deem  fit.

31. VENUE - The parties hereby agree that the venue of any court litigation that
may  arise under this Contract shall be brought before the proper courts of Cebu
City  exclusively,  and  thus  expressly  waive  all  other  venues.

32.  VALIDITY - This Contract supersedes and renders void any and all agreements
and  undertakings,  oral  and/or written, previously entered into by and between
the  parties,  covering  the  Lease  Premises.  However,  as  mentioned, the Old
Contract  shall remain in full force and effect during the period covered by the
Old  Contract,  except  for  provisions  specifically provided in this Contract.

This  Contract  may not hereafter be modified or altered except by instrument in
writing  duly  signed  by  the  parties  hereto.

In  the  event one or more provisions of this Contract be declared null and void
and/or  of  no  legal effect, the said provisions shall not affect and/or render
null  and  -  void  the  other  provisions  not  included  therein.

IN  WITNESS  WHEREOF, the parties thereto have caused this instrument to be duly
executed  by  their  respective  authorized  signatories  on  dates  and  places
indicated  below.

ELCADO  REALTY  CORPORATION             INNODATA  PHILLIPPINES,  INC.
LESSOR                                  LESSEE

By:     DOLORES  D.  DIEZ,  MD          MA.  ROSARIO  R.  REMOQUILLO
President                               Assistant Vice-President/
                                        Head of Facility

                    SIGNED  IN  THE  PRESENCE  OF

   _____________________                  ________________________

ACKNOWLEDGEMENT

REPUBLIC  OF  THE  PHILIPPINES)  CITY  OF  CEBU  )  S.S.

BEFORE  ME,  a Notary Public for and in the City of Cebu, Province of Cebu, this
1st  day  of  March  1999  personally  appeared  Ma.  Rosario R. Remoquillo with
residence  certificate  October l 1998 02778 issued on February 25, 1999 at Cebu
City,  Cebu  Province,  in  her  capacity  as  Assistant  Vice-President/Head of
Facility  of  Innodata  Philippines,  Inc. above written and Dolores D. Diez, MD
with  residence  certificate  3792512E  issued on January 21, 1999 at Cebu City,
Cebu  Province,  in her capacity as President of Elcado Realty Corporation above
written,  known  to  me  and to me known to be the same persons named in and who
executed the foregoing instrument and they acknowledged to me that the execution
of  the  same  is  of  their free and voluntary act and deed of the corporations
which  they  represent.

This  instrument  refers  to  a  Contract of Lease consisting of nine (9) pages,
including  this  page,  signed  on  all  pages by the parties and their material
witnesses.

SIGNED  AND  SEALED  BY  ME  AT  THE  CITY  OF  CEBU,  PROVINCE  OF  CEBU

Doc  No.  442                          INOCENCIO  A.  DELA  CERNA,  JR.
Page  No.  89                                 Notary  Public
Book  No.  XVI                           Until  December  31,  2000
Series  of  1999                        PTR  No.  3318129  issued  on
                                     January  4,  1999  at  Cebu  City