[ARTICLE] 2
[CIK] 0000903651
[NAME] INNODATA CORPORATION 

CONTRACT  OF  LEASE

KNOW  ALL  MEN  BY  THESE  PRESENTS:

This  Contract of Lease, made and entered into this 9th day of November, 1998 at
Makati  City,  Philippines,  by  and  between:

JM  &  COMPANY,  INC.,  a  corporation  duly organized and existing under and by
virtue of the laws of the Republic of the Philippines with offices at 2nd Floor,
JM  Building,  South  Superhighway  corner  Rockefeller  Street,  Makati  City,
represented  herein  by VICENTE S. VARGAS, Executive Vice President, hereinafter
referred  to  as  the  LESSOR;

-  and  -

INNODATA  PHILIPPINES, INC., a corporation duly organized and Existing under and
by  virtue  of the laws of the Republic of the Philippines, with address at 2900
Faraday  Street  comer  South  Superhighway,  Makati City, represented herein by
JURGEN  C.  TANPHO, Vice President-Global Operations, hereinafter referred to as
the  LESSEE

WITNESSETH:  That  -

WHEREAS,  the  LESSOR is the  absolute and registered owner of a complex covered
by  Transfer  Certificate  of Title no. 165246 of the Registry of Deed of Rizal,
Metro  Manila,with  all improvements constructed thereon, composed of the entire
four-floor  building,the  adjacent  canteen  building, the parking slots and the
entire  uncovered  lot area of the complex. Said four-floor building has an area
of  four  thousand  one  hundred  and sixteen square meters (4,116 sqm), more or
less,  hereinafter referred to as the "Building"; said adjacent canteen building
has  anarea of three hundred sixty four and twenty - three (364.23 sqm), more or
less,  hereinafter  referred to as the"Canteen"; said parking slots are composed
of  fifteen  (15) units, hereinafter referred to as the"Parking Slots"; and said
uncovered  lot area having an area of nine hundred eighty square meters, more or
less,  hereinafter  referred  to  as  the "Uncovered Lot Area"; all of the above
hereinafter  referred  to collectively as the "Leased-Premises' '  or Premises .

WHEREAS,  the  LESSEE  is  desirous  of  leasing  the  above described premises;

NOW,  THEREFORE,  for  and  in  consideration  of  the  mutual  covenants  and
stipulations  hereinafter  set  forth, the LESSOR hereby leases unto the LESSEE,
and  the  LESSEE  does  hereby  accepts  said  lease  from  the LESSOR the above
described  premises,  subject  to  the  following  terms  and  conditions:

Section  1.  PERIOD  OF  LEASE

The  Contract  of Lease shall be for a period of five (5) years starting January
1,  1999  to  December  31, 2003. The lease is extendable for additional two (2)
years  under  such  terms  and  conditions,  as  the  parties  shall agree upon.

Contract  automatically preterminates in event of expropriation by government of
property  for  infrastructure  purposes.  LESSOR  has  no  liability in event of
expropriation  provided  six  (6)  month notice is given If LESSOR gives between
four (4) months to less than six (6) months notice, LESSOR shall be liable for a
penalty  equivalent  to  one  (1)  month's rent. If LESSOR gives between two (2)
months  to  less  than  four-  (4)  months  notice, LESSOR shall be liable for a
penalty  equivalent  to two- (2) month's rent. If LESSOR gives less than two (2)
months  notice,  LESSOR  shall  be  liable  for a penalty equivalent to four (4)
months'  rent.

Contract  is  preterminable  without penalty by LESSEE by giving sixty (60) days
notice;  provided  pretermination  as  a  result  of  Innodata  having  obtained
knowledge  of  an  eminent domain proceeding shall only require thirty (30) days
notice and, in such an event, Innodata shall have no limit on holdover. Holdover
is defined as the right to maintain occupancy of the demised premises beyond the
lease  termination  date  at a daily rate. Other pretermination without cause by
LESSEE  shall result in a maximum liability equivalent to one-half of the rental
deposit.

LESSOR  warrants  full  disclosure  to  LESSEE  of  all  notices,  documents and
information  which  it  obtains relating to contacts made with LESSOR by outside
parties  relating  to  acquisition of the building for the Skyway. LESSOR agrees
that  if it fails to do so, it will indemnify LESSEE by the amount of equivalent
to  four  (4)  months'  rent.

If  during  the  term of this lease, or any renewal of it, the premises shall be
substantially  destroyed  by  fire,  typhoon, earthquake or any other unforeseen
cause  not  the  fault of either the LESSOR or the LESSEE, then the LESSEE shall
have  the  option, upon notice in writing to the LESSOR, to terminate the lease,
suspend  payments of rentals, or proportionately reduce the rentals. In case the
lease  is  terminated,  the LESSOR shall refund to the LESSEE any portion of the
rent  paid  in  advance  and  not  earned at the time of such destruction within
fifteen  (15)  days  from  the  date  of  termination.

If  the  lease  is terminated pursuant to the provisions of this Contract or for
any other Valid and justifiable cause, the LESSOR shall refund to the LESSEE the
deposit within fifteen (15) days from the date of termination subject to Section
3. In case of pretermination by the LESSEE without due cause as provided in this
Contract,  the  LESSOR  shall  dispose  of  the  deposit  as  follows:

(i)50%  thereof  shall  constitute liquidated damages and pertain to the LESSOR;
and

(ii)50%  thereof  shall  be utilized to pay any unpaid utilities of the LESSEEor
damages  to  the  leased  premises  chargeable to the LESSEE as provided in this
Contract;  provided  that  any  excess  amount  shall  pertain  to the LESSOR as
additional  liquidated  damages;  provided  further that the LESSEE shall remain
liable  in  case  of  a  deficiency.

The  LESSOR  hereby  accepts the above-described liquidated damages to represent
payment for full and final damages incurred and LESSOR agrees to seek no further
claims  from  LESSEE  in  connection  with  said pre-termination. _ If, however,
during  the term, the premises shall be partially destroyed by fire or any other
cause,  then  the  LESSOR  shall repair the premises as speedily as possible, at
LESSOR's  expense,  and  the  LESSEE shall be entitled to a reduction of rent in
proportion  to  the  amount of floor space of which it was deprived of use while
such  repairs  are  being  made.

Damages  to  such  extent  as to render fifty percent (50%) or more of the floor
space  unusable/unsuitable  for the purpose of LESSEE's business shall be deemed
"substantial destruction" within the meaning of this agreement, and damage which
render  less than fifty percent (50%) of the floor space unusable/unsuitable for
the purpose of the LESSEE's business, but which cannot be repaired within thirty
(30)  days  shall  likewise  be deemed to be a "substantial destruction". Damage
which  renders  less than fifty percent (50%) of floor space unusable/unsuitable
for  the  purpose  of LESSEE's business, and which can be repaired within thirty
(30)  days  shall  be deemed to be a "partial destruction" within the meaning of
the  agreement.

In  case  the leased premises shall be deserted or vacated before the expiration
of this lease for a period of thirty consecutive calendar days, the LESSOR shall
have the right and is hereby authorized by the LESSEE to enter the same as agent
of  the  LESSEE,  without being liable for any prosecution therefor and to relet
the  same as the agent of the LESSEE, and to receive the rent therefor and apply
the same to the payment of the rent hereunder, holding the LESSEE liable for any
deficiency.

Section  2.  RENTAL

The  LESSEE  during  the  period  of  the  lease  shall pay a fixed monthly rent
based  on  the  following  schedule:

     OFFICE  BUILDING            CANTEEN         PARKING  SLOTS     TOTAL

                  MONTHLY             MONTHLY            MONTHLY    MONTHLY
YEAR PER SQM      RENTAL   PER SQM    RENTAL   PER SQM   RENTAL     RENTAL
-------------------------------------------------------------------------------
  1  206.00     847,896.00  103.00   37,516.00  220.00   3,300.00    888,712.00

  2  221.00     909,636.00  110.50   40,247.00  236.50   3,547.00    953,430.00
  3  238.00     979,608.00  119.00   43,343.00  254.00   3,810.00  1,026,761.00
  4  256.00   1,053,696.00  128.00   46,621.00  273.00   4,095.00  1,104,412.00
  5  275.00   1,131,900.00  137.50   50,082.00  294.00   4,410.00  1,186,392.00

The  monthly  rental shall be paid to the LESSOR at its business address without
the  need  of  any demand not later than the first five (5) working days of each
month.  Any  monthly  rental not paid when due shall earn three percent (3%) per
month  as  penalty  charges  until  fully  paid.

Further  to  the  Presidential  Decrees  No. 1351 and revenue regulation numbers
13-78  implementing  the  withholding  of  creditable  income taxed from certain
income payments and the additional requirements for deductibility of such income
payments,  which  are  otherwise  deductible from the gross income of the payor,
effective  November 01, 1978, five percentum (5%) of the herein mentioned rental
amount  due  to  the  LESSOR shall be automatically deducted and withheld by the
LESSEE and shall be remitted to the government by the LESSEE as prescribed under
said  revenue  regulation  numbers  13-78  as  well as any and/or all government
regulations,  amendments  to  regulations,  etc., that may follow, regarding the
above.  The  LESSEE  hereby  assumes  direct  and  total  responsibility  and/or
liability  for the implementation of the above and in no way shall the LESSOR be
held  liable and/or responsible for non-compliance and/or late compliance in any
form.

The  LESSEE  shall  present  evidence  to  the  LESSOR  in the form of a written
statement  duly  signed  by  the proper government agent showing the withholding
payment made by the LESSEE together with a copy of the official receipt for said
payment  within  the  first  ten  (10)  days  of each succeeding quarter for the
preceding  three  (3)  months  deduction.

The  LESSEE  on  or  before  March 1 of every year shall present evidence to the
LESSOR  in the form prescribed by the Bureau of Internal Revenue that the LESSEE
has  filed  with  the  Bureau of Internal Revenue an annual return of income tax
withheld  at  source  from  the  LESSOR  for the government. Said returns should
contain  the  following  information:

a.  The  official  receipt,  date  of payment and amount paid for each month, as
Withheld  from  the  rental  income  due  the  LESSOR.

b.  The  name,  address  and  taxpayer's  account  number  of  the  LESSOR.

c.  The  nature  of  income  payment,  gross  amount  and  total  amount  of tax
Withheld  from  the  LESSOR.

Evidence  should be in the form of actual copy of said annual return of withheld
taxes  filed  with  and  received  by  the  Bureau  of  Internal  Revenue.

The  above mentioned procedure may be changed from time to time as the Bureau of
Internal  Revenue  or  new  government  regulations  are promulgated or changed.

Section  3.  SECURITY  DEPOSIT

The  LESSEE  shall  deposit  with the LESSOR the amount of Pesos Two Million Six
Hundred  Sixty  Six Thousand One Hundred Thirty Six & 00/100 (P2, 666,136.00) or
equivalent  of  three (3) months rental upon signing of the Contract of Lease to
guarantee the LESSEE's obligation under this lease contract, to cover damages to
the  leased  premises,  and any unpaid obligation and liabilities of the LESSEE,
including  utilities  at  the  termination  of  the  lease.

The  deposit  shall not be applied to the monthly rentals, but shall be retained
by  the  LESSOR,  and  shall  be refunded to the LESSEE within 45 days after the
LESSEE  vacates the leased premises, less deduction as enumerated above, if any.

In  case  legal devaluation or revaluation, extraordinary inflation or deflation
of  the  Philippine  Peso  as  declared  by the Central Bank of the Philippines,
adjustment  in  the  rate  of  the  contract  shall be done upon mutual consent.

The  LESSEE  agrees  to always maintain a deposit equivalent to three (3) months
rental  for  the  duration  of  the  lease contract. The above mentioned-deposit
amount  shall  be  within  the  first  ten  (10)  days  of the year be increased
accordingly based on the rental rates of the current year or the leased rates as
shown  in  Section  entitled  "Rentals".

Section  4.  OWNERSHIP  OF  LEASED  PREMISES

The  LESSOR  warrants  that  it  is  the  absolute  owner of the above-described
property  and has the right to lease the same. Furthermore, the LESSOR shall, in
case  of  litigation  or  controversy  concerning  the LESSOR's right, title and
interest  in  the  premises,  defend  and hold harmless the rights of the LESSEE
under  the  terms  and  conditions  of  this  Contract  at the LESSOR's expense.

Section  5.  TAXES

LESSOR  shall  pay  and defray at LESSOR's own expense all real estate taxes and
other  government  assessments;

The  LESSOR  shall,  for the entire duration of the lease, be exclusively liable
for  payment of all realty taxes due on the lease premises covering the land and
building  only.

The  value-added  tax levied or assessed on the rentals and other payments owing
by  the  LESSEE  to  the LESSOR shall be for the account of the LESSEE. For this
purpose,  the  LESSEE  shall  pay  to the LESSOR the amount corresponding to the
value-added tax payable on account of this lease by delivering to the latter the
said  amount simultaneously with the payment by the former of the rental for the
Leased  Property.

The  documentary stamp tax arising from this lease shall be borne equally by the
LESSOR  and  LESSEE.

Section  6:  USE  OF  PREMISES

The  premises  hereby  leased  shall  be  used  exclusively  as  a Computer Data
Processing  Office  and  the  LESSEE shall not divert the premises to other uses
without  prior written consent of the LESSOR, it being expressly agreed that if,
at  anytime  during the existence of this lease and without the previous written
consent  of the LESSOR the said premises are used for other purposes, the LESSOR
has  the choice to (a) rescind this contract in accordance with Section entitled
"Default",  or; (b) increase the rent, or; (c) compel the LESSEE to stop the new
activities.

It  is  further expressly understood that under no circumstances will the LESSEE
permit  the  use of the leased premises except for the canteen area as an eatery
for  the  dispensation  of  food,  hard or soft beverages of any kind whatsoever
unless  served  gratuitously  to  customers  or  visitors.

The  sidewalks,  lobbies,  entries,  passages,  fire  exits and stairways of the
building  shall  not  be  obstructed or used by the LESSEE for any purpose other
than  for  ingress  to  and  egress  from  the  building.

Section  7.  CARE  OF  THE  LEASED  PREMISES

The  LESSEE  hereby  expressly  agrees  that  it shall, at its expense, keep and
maintain  the leased premises in good, clean, tenantable and sanitary condition,
free  from  obnoxious  odors,  disturbing noises or other nuisance and, upon the
expiration of the lease, shall surrender and return the premises and fixtures in
as  good  condition  as  they were actually found at the beginning of the lease,
ordinary  wear and tear excepted, and further agrees that it shall be liable for
any  damages  to  the  leased  premises  and  for  any  violation  of  the above
restrictions  due  to  the  carelessness  or  negligence of the said LESSEE, its
agents,  sub-lessee(s) or other  persons under or subject to its direct control.
Any  injury or damage caused or done by the LESSEE may be repaired by the LESSOR
for  the  account  of  the  LESSEE.

The  LESSEE binds itself to use the leased premises within the structural limits
of  the load capacity of the footings, columns, concrete flooring and beams. The
LESSOR  shall  advise  the LESSEE of such structural limits and load capacities.

The  LESSEE shall provide itself, at its own cost and expense, receptacles which
the  city  by ordinance may require it to hold and contain waste matter, garbage
and  refuse, and shall deposit them within its own premises or at such places as
may  be  designated  by  the  LESSOR.

Section  8.  REPAIRS  AND  MAINTENANCE

LESSOR accepts full responsibility for maintenance of sewage, elevator and water
inflow  systems.

Major  repairs  shall  be  made  by the LESSOR at its own expense. Major repairs
shall consist of building structure restoration, plumbing, air conditioning, and
electrical  systems. Major repairs shall be understood to mean any single repair
work  on  the items mentioned in the preceding sentence involving an expenditure
of  Five  Thousand  Pesos  (P5,  000.00),  or more per repair. Minor repairs and
maintenance,  such  as  fluorescent lamps, fuse replacements, etc., landscaping,
gardening,  shall  be  the  LESSEE's  responsibility  and  account.

In  case  the  LESSOR  fails  to  make and complete the necessary repairs within
fifteen  (15)  days from the date the malfunction or damage has been reported to
the  LESSOR by the LESSEE in writing, the LESSEE shall undertake the repair with
all  expenses  reimbursable  by the LESSOR upon submission of job quotations and
receipts. LESSOR to settle within thirty (30) days else to deduct from rent due.

Due  to  the  LESSEE's  critical  requirement  of  continuously  operating  air
conditioning  units,  LESSOR  shall  grant  LESSEE  the  permission to undertake
repairs  of  systems and subsystems affecting the air conditioning units without
the  necessity  of  informing  the  LESSOR, provided that the LESSOR retains the
right to inspect all such repairs and associated documents. Further, LESSEE will
subject  only  material costs shall be subject to reimbursement by the LESSOR at
above-mentioned  calculation of major or minor repairs. LESSEE will shoulder for
LESSEE's  own  account  all  labor expenses for items covered by this paragraph.

The  LESSOR may perform necessary work on the building provided that it will not
interfere or interrupt with the use of the leased premises, in which case, prior
consent  of  the  LESSEE  shall  be  first  be  obtained.

Section  9.  STRUCTURAL  WARRANTY

LESSOR  warrants  the  structural integrity of the structure in the premises, in
particular  the  building,  the  canteen  and  the  car  park,  at  all  times.

Section  10.  UNRESTRICTED  ACCESS  TO  PREMISES

LESSOR  grants  LESSEE  permission  to  occupy and fully operate leased premises
building,  systems and applicable environs twenty-four hours a day, seven days a
week,  without restriction of access. Should this right be abridged or caused to
be abridged by the LESSOR without justifiable cause, the LESSEE may preterminate
the  contract  without  penalty  of forfeiture of rental deposit. By justifiable
cause  is  meant  imminent  danger  to  person  and/or  property.

Section  11.  PROHlBITIONS

The LESSEE shall not, without prior written consent of the LESSOR, which consent
shall  not  be  unreasonably  withheld,  bring  into,  store  and/or install any
apparatus,  machinery  or equipment which may cause abnormal tremors or noise or
expose  the  leased premises to fire or increase the fire hazard of the building
or  change  the  insurance  rate of the building, or any other article which 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 right to cancel this contract. If the LESSEE shall
use  the  building,  or  deposit  therein  any  such  matter as to result in any
increase  in the rate of the insurance payable by the LESSOR, the increase shall
be for the account of the LESSEE, except when such use is in consonance with the
Section  entitled  "Use  of  Premises".

LESSOR  hereby  permits  LESSEE  to  bring into leased premises, diesel fuel for
LESSEE's generator units and liquified petroleum gas (LPG) for LESSEE's canteen,
in  quantities  reasonable  for  operation  of  the  above.

Section  12.  Improvement  and  Signs

a.All  interior  partitions,  which  the LESSEE shall put up at its own expense,
shall remain the property of the LESSEE during the period of the original lease.
Ownership  of all partitions, except movable partitions, upon termination of the
original  lease  period  shall revert to the LESSOR. Prior to the termination of
this  lease,  LESSEE  shall  have the option to remove the partitions at its own
expense or sell them to the LESSOR at an agreed depreciated value, determined by
employing  the  straight  line  method, with the partitions having a depreciable
life of five (5) years. The LESSOR, however, is not bound to take the partitions
at  depreciated  value.

Movable partitioning shall mean partitions that are not fastened by any means to
the  ceiling  and/or  flooring  and can be readily removed without damage to the
floor  tiles  or  ceiling  finish.

Before  any  interior partitions are put up, the LESSEE shall provide the LESSOR
two  (2)  copies each of the proposed partitioning lay-out and electrical system
lay-out  for  the  LESSOR's  verification  on  whether  the  proposed  interior
partitioning  shall  be  compatible  with  the  building's  air conditioning and
electrical  system.

The  LESSOR  agrees  to conduct the verification without delay, and as so as the
proposed  plan  is  verified  and  approved  by the LESSOR, the LESSEE agrees to
strictly  comply  with  the  approved plan. The LESSEE likewise agrees to secure
written consent from the LESSOR any additions, alterations or revisions thereof,
which  consent  the  LESSOR shall give within fifteen (15) days from the date of
its  receipt  of  a  written  request  made  by  the  LESSEE.

b.The  LESSEE  may  install  or  introduce  at  its  sole discretion and for its
exclusive  account venetian blinds, curtains, individual air conditioning traits
provided  the  existing  electrical system can carry this additional load and is
technically feasible), lighting and other fixtures, upon the leased premises,all
of which may be removed at the termination of the lease provided that the leased
premises  can  be  restored  to their original condition, ordinary wear and tear
excepted.  The  LESSEE,  however,  shall  secure written approvalfrom the LESSOR
before  nstalling  any  major  electrical  equipment  within  the  premises.

No permanent improvements or fixtures including air conditioning units linked up
with the central air conditioning system which cannot be removed without causing
damage  to  the  leased  premises  or  without  affecting  the operations of the
electrical  or mechanical systems shall be made without prior written consent of
the  LESSOR.

Ownership of the additional air conditioning unit/equipment exclusive of ducting
introduced  in  the  premises  shall remain with the LESSEE even after the lease
period.

LESSOR  shall  have  the  option  to  purchase  the  additional air conditioning
unit/system  at  a price mutually agreed upon by both parties. Should LESSOR not
purchase  such  units,  LESSEE  shall  immediately  restore  the  original  air
conditioning  system  and  make  the  necessary  restoration works such that the
original  air  conditioning  systems  in  the  premises  are  operable.

c.  The  LESSEE  shall have the right, subject to the approval of the LESSOR and
the  proper  government  authorities,  to  place  in,  upon and about the leased
premises,  except  on  the  roof, such signs and advertising materials as it may
desire.  The  LESSEE  shall  inform,  in writing, the LESSOR of any intention to
install  a  sign  including  proposed  location,  dimensions, etc. to enable the
LESSOR  to  verify the technical feasibility, location and power requirements of
the  proposed  sign.

Section  13.  BUILDING  NAME

LESSOR gives LESSEE permission to name the building and/or premises as "Innodata
Building"  or  "Innodata Center" and to erect signs stating this fact subject to
approval  by  LESSOR  as  provided  by Section entitled "Improvement and Signs".

Section  14.  ANTENNA  RIGHTS

LESSOR  grants LESSEE permission to install antenna aerials and satellite dishes
subject  to  approval  by  LESSOR  of  its  design,  location  and installation.

Section  15.  AUTOMATIC  TELLER  MACHINE  (ATM)

LESSOR  grants  LESSEE  permission  to  install automatic teller machines (ATMs)
within  premises.

Should  the  party(s) owning, operating and/or installing such ATMs require that
the  public  have  access  to  said  machines,  LESSOR  and  LESSEE will conduct
discussions  with  said  party  regarding  possible  arrangements.

Section  16.  INJURY  OR  DAMAGE

The  LESSEE  shall  be  responsible  for all acts and omissions of its officers,
employees, helpers, agents and sub-lessee(s) and of all other persons allowed by
it  to  have access to the leased premises for any damage which may be caused to
persons  or  property  or  third  persons  while remaining either casually or on
business  in  any  part  of  the premises leased to the LESSEE and further binds
itself  to  hold  the LESSOR free and harmless from any such claim for injury or
damage.

The  LESSOR  shall  not  be  made  responsible  nor  liable  for  the following:

a.  For  the  presence  of  bugs,  vermin,  ants, insects, if any, in the leased
premises;

b.  For  the injury, loss of life and/or damages to goods and property caused by
fire,  earthquake  shock,  earthquake,  typhoons,  water  leaks caused by rains,
theft,  building  or  building  partitions  collapse,  the cracking of any glass
window, or done upon or about said leased premises, and other similar causes, as
well  as  lightning;

c.  For  any  injury, loss of life and/or damage which the LESSEE, its agents or
employees might sustain in the premises due to any cause other than the LESSOR's
willful  or negligent acts, or those of its agents or employees, or the LESSOR's
violation  of  the  provisions  of  this  Contract;  or

d.  For any damage to goods and property of the LESSEE done or occasioned by, or
arising from plumbing, gas, water and/or other lines or the bursting, leaking or
destruction  of  any  cistern  tank,  wash stand, water closet or waste pipe in,
above,  upon  or about the leased premises, except to the extent that the LESSOR
is  required to make repairs under the provisions of this Contract, particularly
under  the  provisions  of  Section  entitled  "Repairs  and  Maintenance.

Section  17.  PUBLIC  UTILITIES  AND  SERVICES

LESSOR  warrants  the presence and operability of all connections with electric,
water and sewage systems upon turn over of the premises. LESSOR further warrants
that  there are no arrearage or existing causes that would cause these utilities
to  refuse  to deal with the occupant of the premises. LESSOR further guarantees
that  all unsettled obligations, if any, occurring prior to the occupancy of the
premises  by LESSEE will be settled by LESSOR and shall be the sole liability of
the  LESSOR.

All  utilities  and  services  such  as  light,  telephone,  gas, water, garbage
collections  and  other similar services shall be paid by and for the account of
the  LESSEE.  It  is  understood  that  the  LESSOR  shall not be liable for any
stoppage,  absences,  failure  or  deficiency  in  such  utilities and services.
Janitorial  and  security  services used by the LESSEE shall also be paid by and
for the account of the LESSEE. Telephone service shall be negotiated between the
LESSEE  and  the  Philippine  Long  Distance  Telephone  Company.

In  case  of water supply, LESSEE hereby agrees to share pro-rata in the cost of
supplying  water  into  the  leased  premises based on the readings of the water
meter  corresponding  to  the  leased  premises.

Should  the  need  arise  to  deal with these utility companies, the LESSOR will
either  make necessary representations on behalf of the LESSEE or will authorize
in  writing  the  LESSEE to represent the premises' and/or LESSOR's interest, if
any,  in  such  transactions  or  discussions.

Section  18.  OPTION  ON  ADDITIONAL  SPACE

Should  additional  leasable  space  become  available  for rent in any property
owned,  administered  or controlled by the LESSOR which is adjacent to premises,
LESSOR  agrees  to give LESSEE the first-right-of-refusal/matching offer option.

Upon  availability  for  lease  of  such  space,  LESSOR  shall notify LESSEE in
writing. Within seven (7) business days from receipt of the notice, LESSEE shall
submit  a  written  offer  for  the  space.  If the offer is unacceptable to the
LESSOR,  LESSOR  can  proceed  to  negotiate  a deal with any other third party.
LESSOR  shall disclose to the LESSEE the terms of the "third party" deal. LESSEE
will  have  three (3) business days from date of written notice of such terms to
match  the  "third  party's"  terms.  However,  if  LESSEE  opts  not to match a
particular  "deal"  and  that deal falls through, LESSEE shall have the right to
match any succeeding deals both on the particular space and on spaces covered by
this  option.

Section  19.  BUILDING  FOR  SALE

Should  the  premises  or any part thereof be offered for sale, LESSOR agrees to
notify  LESSEE  prior  to  any  other  third  party.

In  the  event  that  the  LESSOR  shall  sell, convey or otherwise alienate the
property or premises herein leased during the effectivity of the contract or any
renewal  thereof  with  all  its terms and conditions, it is understood that the
LESSOR  shall  make  it  part  of  the sale terms and conditions that this lease
contract  will  be  honored  by  the  buyer  or  LESSOR's  successor.

Section  20.  RULES  AND  REGULATIONS

The  LESSEE shall comply with all the laws, ordinances, regulations or orders of
the  national  or  city government arising from or regarding the use, occupation
and  sanitation  of  the  leased  premises other than those for which the LESSOR
should be responsible and/or pertaining to ownership. Failure to comply with the
said  laws, ordinances, regulations or orders shall be at the exclusive risk and
responsibility  of  the  said  LESSEE,

The  LESSEE  further agrees to abide by all local and national ordinances, rules
and  regulations  with  respect  to  the use of' the premises and shall hold the
LESSOR  harmless  against  stoppage  or  interruption due to non-compliance with
existing or future rules, regulations and ordinances, with respect to the use of
the premises as intended by the LESSEE. The LESSEE warrants that LESSEE is aware
of  all  local  and  national  restrictions  regarding  the use of the premises.

During  the  term  of  the  Contract  of Lease, the LESSEE shall allow agents or
representative  of  the  LESSOR to inspect the leased premises during reasonable
business  hours.

The  LESSEE  shall  comply  with  any  and  all  reasonable  rules  and  safety
regulations,  which  may  be  promulgated from time to time by the LESSOR or the
administration  of  the  building.

Failure  of  the  LESSOR  to  insist  on  one  or  more  instances in the strict
performance  of  any  of  the  covenants of this lease or to exercise any option
herein  contained,  shall  thereafter  not  to  be  construed  as abandonment or
cancellation or waiver of such covenant or option. No waiver by the LESSOR shall
be  deemed  to  have  been  made  unless  expressed in writing and signed by the
LESSOR.

The  LESSEE  shall  comply with all government orders and requirements affecting
the  said  leased  premises  regarding  any  prohibited  effects  or articles or
contraband,  which  the  LESSEE  may  have  in  its  possession  therein.

Insurance  on  the  premises  will  be  for  the  LESSOR's  account.

LESSOR  and  LESSEE  shall both insure their respective insurable interest. Both
parties  agree  that  should harm come to the premises covered by this Contract,
the  aggrieved  party,  it  any,  will  seek  compensation  from  its  insurance
company/assurer  and will not seek compensation from the other party, regardless
of  fault.

Section  21.  SUBLEASE

With  prior  written  consent  of.  the  LESSOR,  which  consent  shall  not  be
unreasonably  withheld,  the  LESSEE shall have the right to sublet a portion of
the  leased  premises  to  any party but the LESSEE shall not be relieved of the
obligation  to  the  LESSOR  under  this contract. The LESSEE is prohibited from
assigning or mortgaging this lease contract without consent of. the LESSOR which
consent  shall  not  be  unreasonably  withheld.  Should  the  LESSEE lease to a
sublessee  the  subleased portion at a rental rate which shall exceed the rental
rate  agreed  between the LESSOR and the LESSEE for the subleased portion of the
premises,  the LESSEE agrees to share the rental rate difference with the LESSOR
in  a proportion which shall be mutually agreed upon. Sharing of the rental rate
differential  by  the  LESSOR should not be construed as relieving the LESSEE of
its  liability  in  so  far as rental dues from the subleased area is concerned.

All  interior partitioning that the sublessee shall put shall be approved by the
LESSOR  and  subject  to  the  terms  and  conditions  of  the  Article entitled
"Improvements  and  Signs"  regarding  submission  of  proposed  partitioning,
electrical  plans,  etc.,  to  the  LESSOR  for approval and verifications, etc.

Section  22.  SURRENDER  OF  LEASED  PREMISES

The LESSEE shall, at the end or cancellation of this Contract promptly surrender
the  leased  premises,  with  all  keys to them, in the same good and tenantable
condition  in  which the LESSEE received them together with articles and effects
of  any  kind  other than such alterations, additions, or improvements which the
LESSE  can  remove,  in  accordance  with  the  provisions  of  Section entitled
Improvement  and  Signs.

Section  23.  CANCELLATION  OF  PREVIOUS  AGREEMENTS

This  Contract  of  Lease supersedes and renders void any and all agreements and
understanding,  oral  or  written,  previously  entered into between the parties
covering  the  property  herein  leased,  the same having been considered merged
herein.

Section  24.  DEFAULT

If  the  rentals  stipulated be in arrears for thirty (30) days or if the LESSEE
should delay in the payment of rent for thirty (30) days, the LESSOR shall serve
LESSEE a written notice asking that such arrearage be settled within thirty (30)
days  from  written  notice, if after the expiry of this thirty (30) days period
provided  in  said  notice the LESSEE has not settled such arrearage, the LESSOR
will  immediately  be  entitled  to  terminate  this  lease by giving the LESSEE
written  notice thirty (30) days in advance of the intended date of termination.

Should  the  LESSEE fail or neglect to perform or observe any of the agreements,
covenants  or  conditions  herein  contained,  or  if  the  LESSEE  shall  cause
deliberate  damage  to  the leased premises, the LESSOR shall serve the LESSEE a
written  notice  asking  that remedial measures be undertaken within thirty (30)
day  period  provided  in  said notice, If the LESSEE has not commenced remedial
measures  after  the  end of the above stated thirty (30) day period, the LESSOR
will  immediately  be  entitled  to  terminate  this  lease by giving the LESSEE
written  notice thirty (30) days in advance of the intended date of termination.

Upon  such  termination,  the  LESSOR  or  its duly authorized representative is
hereby  authorized  by  the  LESSEE to take legal and physical possession of the
leased  premises  including  all  its  improvements  and/or  contents  without
compensation  to  the  LESSEE and without necessity of court action provided the
LESSEE  is advised in writing either through private or public messenger or mail
service  or telegram at least thirty (30) days before the take over date or from
date  of  written  notice,  whichever  is  earlier.

Section  25.  BINDING  EFFECT

This  Contract  of Lease shall be binding not only upon parties hereof, but also
upon  their  successors-in-interest  and  assigns.

IN  WITNESS  WHEREOF,  the parties have hereunto set their hands on the date and
place  first  above  written.

     JM  &  COMPANY,  INC.                    INNODATA  PHILIPPINES,  INC.
     Lessor                                          Lessee



By:  ________________________               By:  ______________________
    VICENTE  S.  VARGAS                          JURGEN  C.  TANPHO
    Executive  Vice-President                   VP-Global  Operations



                    SIGNED  IN  THE  PRESENCE  OF:



    __________________________              _________________________

ACKNOWLEDGEMENT

REPUBLIC  OF  THE  PHILIPPINES)
CITY  OF  MAKATI,  METRO  MANILA)  S.S.

BEFORE  ME,  a  Notary  Public  for  and in the above jurisdiction, this 9th day
of  November  1998  personally  appeared  the  following:

                              Comm.  Tax
    Name                      Cert.  No.       Issued on/at

JM  &  Company,  Inc.          00011177        January 21, 1998/Makati  City
represented  by:
Vicente  S.  Vargas            01398740        January 20, 1998/Makati  City

Innodata  Philippines,  Inc.   00011314        January 20, 1998/Makati  City
represented  by:
Jurgen  C.  Tanpho             7826066         April 02, 1998/Makati  City

known  to  me  and by me known to be the same persons who executed the foregoing
Contract  of  Lease  and  they  acknowledged  that  the  same  is their free and
voluntary  act  and deed as well as that of the corporations herein represented.

WITNESS  MY  HAND  AND  SEAL  on  the  date  and  at  the  place  abovewritten.



                                             ROSALIA  S.  BARTOLOME
                                                  Notary  Public
                                           Until  December  31,  1999
                                           IBP  NoCity/1-07-98
                                           PIN  NoCity/1-16-98
Doc.  No.  438
Page  No.  88
Book  No.  111,
Series  of  1998