EXHIBIT 10.10

                              EMPLOYMENT AGREEMENT

Employment  Agreement  (the  "Agreement")  dated as of January  1, 2004,  by and
between  Innodata Isogen,  Inc., a Delaware  corporation (the "Company) with its
principal place of business at 3 University Plaza Drive, Hackensack,  New Jersey
07601 and George  Kondrach  (the  "Executive"),  residing at 8710  Autumn  Oaks,
Dallas, Texas 75243.

                                   WITNESSETH

1.    EMPLOYMENT. The Company hereby employs the Executive as its Executive Vice
      President  for and  during  the term of this  Agreement  (as set  forth in
      Paragraph 4 below).  The Executive hereby accepts such employment with the
      Company under the terms and conditions set forth in this Agreement.

2.    DUTIES AND  AUTHORITIES  OF THE EXECUTIVE.  The Executive  shall have such
      duties  and  authorities  as shall be  consistent  with  his  position  as
      Executive Vice President of the Company,  as may be reasonably assigned to
      him  from  time to time by the CEO of the  Company,  and he  shall  report
      directly to the CEO of the Company

3.    FULL BUSINESS TIME. The Executive  agrees to devote his full business time
      and services to the faithful  performance of his duties hereunder.  During
      the term of his employment with the Company, the Executive shall engage in
      no other business  activities  whatsoever  during normal working hours and
      shall  perform his services  from the  premises of the Company;  provided,
      however,  that the Executive may serve on the boards of directors of other
      companies and charitable  organizations  and may devote reasonable time to
      charitable  and  civic  organizations,  in all  cases  provided  that  the
      performance of his duties and  responsibilities on such boards and in such
      service  does  not  interfere  with  the  performance  of his  duties  and
      responsibilities under this Agreement.

4.    TERM.  The term of this  Agreement  shall commence on January 1, 2004, and
      end on December 31, 2008 (subject to Paragraph 7) (the "Term").

5.    COMPENSATION.

      (a)   The Company  shall pay the  Executive a base  annual  salary  ("Base
            Salary") at the rate of $250,000 per annum for the Term,  subject to
            annual reviews by the Company's Board of Directors for discretionary
            annual  increases.  The  Company  shall also pay to the  Executive a
            retroactive  salary  adjustment  payment of  $16,667  for the period
            September 1, 2003 to December 31, 2003,  representing the difference
            between  Executive's Base Salary and the Executive's salary received
            for the period  September  1, 2003 to  December  31,  2003 under the
            Employment  Agreement  dated as of November 30, 2001 between  Isogen
            International,  LLC (a  wholly-owned  subsidiary of the Company) and
            the Executive (the "Prior Employment Agreement").


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      (b)   The  Executive  is  eligible  to  receive  a  performance  bonus for
            calendar  year 2003 (the  "2003  Bonus").  The  amount of such bonus
            shall be  determined at the  discretion  of the  Company's  Board of
            Directors,  subject to the provisions of Paragraph 5(f).  Commencing
            with  calendar  year 2004,  and for each  subsequent  calendar  year
            during  the  Term,  the  Executive  shall  be  eligible  to  receive
            incentive  compensation  pursuant to  incentive  compensation  plans
            (each, a "Plan")  mutually agreed to in writing by the Executive and
            the  Company  from time to time.  In the  absence of an agreed  upon
            Plan,  incentive  compensation  for  such  period  shall  be at  the
            discretion of the Company's Board of Directors.

      (c)   Base Salary  payments shall be made in accordance with the Company's
            personnel  handbook  (currently,  24 pay periods  per  annum).  Base
            Salary and incentive payments, if any, shall be subject to deduction
            for applicable U.S. federal, state and local withholding taxes.

      (d)   On November 10, 2003 the Executive was granted an option to purchase
            200,000 shares of the Company's  common stock,  at a strike price of
            $3.35,  which option  shall expire on November 9, 2013.  Such option
            will become  vested and  exercisable  25% on  November  10, 2004 and
            linear thereafter over the succeeding 36 months; provided,  however,
            that notwithstanding the foregoing, upon the occurrence of a "Change
            of Control" (as defined below),  any then outstanding  stock options
            theretofore  granted to the Executive by the Company,  including but
            not limited to those  stock  options  referred to in this  Paragraph
            5(d), shall  automatically  and immediately  become fully vested and
            exercisable.  For purposes  hereof,  a "Change of Control"  shall be
            deemed to have occurred as of the earliest of any of the following:

            (i)   The public  announcement  by the Company or any person  (other
                  than  the  Company,  any  subsidiary  of  the  Company  or any
                  employee  benefit plan of the Company or of any  subsidiary of
                  the Company) (a "Person") that such Person,  together with all
                  "affiliates  and  "associates"  (within  the  meanings of such
                  terms under Rule 12b-2 of the Securities Exchange Act of 1934,
                  as amended) (the "Exchange Act") of such Person,  shall be the
                  beneficial  owner  of  50%  or  more  of  the  Company's  then
                  outstanding voting stock;

            (ii)  The commencement of, or after the first public announcement of
                  any  Person  to  commence,  a tender  or  exchange  offer  the
                  consummation  of which would result in any Person becoming the
                  beneficial owner of the Company's voting stock aggregating 50%
                  or more of the Company's then outstanding voting stock;

            (iii) The Company enters into an agreement of merger, consolidation,
                  share   exchange  or  similar   transaction   with  any  other
                  corporation other than a transaction which would result in the
                  Company's voting stock  immediately  prior to the consummation
                  of  such  transaction   continuing  to  represent  (either  by
                  remaining  outstanding or by being converted into voting stock
                  of the surviving  entity) at least  two-thirds of the combined
                  voting  power  of the  Company's  or such  surviving  entity's
                  outstanding  voting stock  immediately after such transaction;
                  or


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            (iv)  The   Company's   Board  of  Directors   approves  a  plan  of
                  liquidation  or dissolution of the Company or an agreement for
                  the sale or disposition by the Company (in one  transaction or
                  a series of transactions)  of all or substantially  all of the
                  Company's assets to any Person.

Such stock options shall be subject to the terms and conditions of the Company's
Stock Option Plan under which the stock options are issued.

      (e)   Subsequent  Option  Grants.  Commencing  in  calendar  year 2004 the
            Executive  shall be eligible to receive annual option  grants.  Such
            subsequent  option  grants  shall be at the sole  discretion  of the
            Company's  Board of  Directors.  It is estimated  that the number of
            options  granted  to the  Executive  will be two times  the  average
            number of options granted to the Company's Vice Presidents, provided
            that the Executive has reached his assigned  performance  targets as
            communicated to the Executive from time to time by the Company.

      (f)   Bonus  Share  Grant.  On or about the date the  parties  execute and
            deliver this Agreement,  the Company shall pay the Executive $50,000
            (subject to deduction for applicable U.S.  federal,  state and local
            withholding  taxes),  which amount  shall be  forthwith  used by the
            Executive in a single market transaction to purchase common stock of
            the Company (such shares acquired by the Executive  pursuant to this
            Section 5(f) to be hereinafter  sometimes  referred to as the "Bonus
            Shares").  One-half  of the value of such  payment  shall be applied
            toward the 2003 Bonus.

6.    EMPLOYEE BENEFITS.

      (a)   Throughout the Term, the Company shall provide the Executive and all
            of his dependents with group medical and dental insurance in amounts
            of coverage  available  to senior  executives  of the  Company  with
            employee payment  obligations on the same terms as such other senior
            executives. However, if the Executive does not meet the requirements
            of the Company's insurance underwriters, which requirements shall be
            uniformly applicable to all of the Company's senior executives,  the
            Company shall not provide the Executive  with such insurance but, in
            lieu thereof,  the Company shall pay to the Executive the amounts it
            would  otherwise  have  paid  for  the  insurance  premiums  on  the
            Executive's behalf had the Executive met such requirements.

      (b)   The Executive shall be entitled to four weeks paid vacation for each
            12  consecutive-month   period  occurring  during  the  Term,  which
            vacation  shall be taken by the  Executive  in  accordance  with the
            reasonable business requirements of the Company. Two week's vacation
            per each 12  consecutive-month  period may be carried  over from one
            period to the next, subject to the Company's policies at such time.


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      (c)   The Executive shall be entitled to participate in all  tax-qualified
            retirement  plans  maintained by the Company to the extent that such
            participation  is made  available to other senior  executives of the
            Company, and he shall also be entitled to whatever other perquisites
            and pension,  benefit and retirement plans are made available to any
            senior officer of the Company.

      (d)   The  Executive  shall be  entitled  to prompt  reimbursement  of his
            reasonable  business  expenses  incurred in the  performance  of his
            employment with the Company under this Agreement,  including but not
            limited  to  his  travel  expenses,   entertainment   expenses,  and
            incidental  (under $100 per incident) gift  expenses.  The Executive
            shall  receive at his  discretion a platinum  AMEX card  pursuant to
            which the Executive's  reasonable  business expenses incurred in the
            performance of his employment for the Company under this  Agreement,
            including but not limited to his  aforementioned  expenses,  will be
            directly  billed to the Company.  The Executive  will be responsible
            for complying in all respects with the Company's  business  expenses
            policies  promulgated by the Company from time to time. Any expenses
            incurred by Executive not in conformity  with such policies shall be
            chargeable to Executive,  whether charged to the plantinum AMEX card
            or otherwise incurred.

7.    TERMINATION. Notwithstanding any other provision in this Agreement, during
      the Term:

      (a)   Death. If the Executive  dies,  this Agreement  shall  automatically
            terminate as of the date of the Executive's death.

      (b)   Disability.  If the  Executive  is  unable  to  perform  his  duties
            hereunder as a result of any physical or mental disability (i) which
            continues  for 60  consecutive  days or (ii)  for 90 days in any 365
            consecutive-day   period,   then  the  Company  may  terminate  this
            Agreement  upon 30 days written  notice to the  Executive,  provided
            that the  Executive's  Base Salary shall  continue to accrue ratably
            for 90 days after the date of the Executive's termination.

      (c)   Termination by the Company for Cause.  The Company may terminate the
            Executive's employment with the Company for cause.  Termination "for
            cause"   shall  mean   termination   by  the  Company  upon  written
            notification  to the  Executive  on  account  of one or  more of the
            following reasons:

            (i)   Executive's conviction by a court of competent jurisdiction in
                  the  United  States  of a  felony  or a  crime  involving  the
                  Company; or

            (ii)  The Executive's  persistent and willful refusal to perform his
                  lawful duties under this  Agreement or his willful  misconduct
                  with respect to such duties, after prior written notice to the
                  Executive of the particular details thereof and a period of 30
                  days has elapsed for the Executive to reasonably  correct such
                  refusal  or  misconduct,   and  the  Executive's   failure  to
                  reasonably  cure such refusal or misconduct by the end of such
                  period,  provided that no such cure period shall apply if such
                  refusal or misconduct is not  susceptible to reasonable  cure,
                  and provided further that if any such refusal or misconduct is
                  not  susceptible to reasonable cure within such 30-day period,
                  such period shall be extended for not more than 30  additional
                  days provided that during such period the Executive diligently
                  prosecutes such reasonable cure.


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      (d)   In addition to any other payments and continued benefits pursuant to
            Paragraph 7(e), upon the Executive's  resignation or upon any of the
            terminations  identified in Paragraphs  7(a), (b) or (c) above,  the
            Executive or his estate shall be entitled to receive his Base Salary
            and any declared  but unpaid Bonus and all of his then  incurred but
            un-reimbursed  business expenses that conform to the requirements of
            Paragraph  6(d),  in  each  case  to the  date  of  the  Executive's
            resignation or termination.

      (e)

            (i)   The Company may terminate  the  Executive's  employment  under
                  this  Agreement  without cause at any time,  provided that, in
                  such  case,  the  Company  shall  (A)  continue  to pay to the
                  Executive his then Base Salary in normal payroll  installments
                  for twelve (12) months  following the date of his  termination
                  as if he were still  employed by the Company,  (B) continue to
                  maintain the Executive's (and as applicable,  his dependents')
                  medical  benefits,  dental  benefits,  life insurance (if then
                  available),  long-term  disability insurance and non-qualified
                  retirement  plan  benefit  accruals  for  twelve  (12)  months
                  following his termination.

            (ii)  In the event the Company  shall fail to notify  Executive  six
                  months in advance of the  expiration  date of the Term that it
                  intends  to  allow  the Term to  expire  OR in the  event  the
                  Company fails to present the Executive  with a  Board-approved
                  bona  fide  offer  of  a  reasonably   comparable   employment
                  agreement to be effective immediately following the end of the
                  Term,  the  Term  shall  be  deemed  to  be  extended  for  an
                  additional  period  of one (1)  year  at the  same  terms  and
                  conditions  as  contained  herein  (or  with  respect  to Base
                  Salary,  at the Base Salary then in effect).  In the event the
                  Company  notifies  Executive  six  months  in  advance  of the
                  expiration  date of the Term that it intends to allow the Term
                  to expire  without the Company having  theretofore  tendered a
                  Board-approved   bona  fide  offer  to  the   Executive  of  a
                  reasonably  comparable  employment  agreement  to be effective
                  immediately  following the end of the Term,  the Company shall
                  (A) continue to pay to the  Executive  his then Base Salary in
                  normal payroll  installments  for six (6) months following the
                  date of his  termination  as if he were still  employed by the
                  Company,  (B)  continue to maintain  the  Executive's  (and as
                  applicable,   his  dependents')   medical   benefits,   dental
                  benefits,  life  insurance  (if  then  available),   long-term
                  disability insurance and non-qualified retirement plan benefit
                  accruals for six (6) months following his termination.


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            (iii) For all purposes of this Agreement,  including but not limited
                  to the  Executive's  entitlement to the payments and continued
                  benefits pursuant to Paragraph 7(e)(i) and (ii), the Executive
                  shall be deemed to have been terminated by the Company without
                  cause  if  (A)  the  Company  breaches  any  of  its  material
                  obligations under this Agreement,  (B) the Company purports to
                  terminate this  Agreement  prior to the end of the Term (other
                  than for cause),  (C) the Company reduces the Executive's Base
                  Salary below the amount  provided for in this  Agreement,  (D)
                  without the  Executive's  consent,  the Company  relocates the
                  Executive's  regular office location(s) by more than 100 miles
                  from their  locations as of December 1, 2003,  (E) the Company
                  assigns duties to the Executive  which are not consistent with
                  his office set forth in Section 1, or (F) the Company requires
                  the  Executive to report to someone other than the then CEO of
                  the Company, but in each case only if within 30 days after the
                  Executive first has actual knowledge of the occurrence of such
                  action or event,  the Executive gives notice to the Company of
                  his  intention  to terminate  his  employment  hereunder,  the
                  Company does not revoke or reasonably  cure any such action or
                  event  within 60 days after the date of such  notice,  and the
                  Executive resigns his employment within 30 days thereafter.


8.    CONFIDENTIALITY AGREEMENT AND OWNERSHIP OF INFORMATION.

      (a)   During the  Executive's  employment  with the  Company and for three
            years thereafter  (except,  during the course of his employment with
            the Company, if in furtherance of the Company's business):

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


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      (b)

            (i)   Upon  termination  of his  employment  with  the  Company  for
                  whatever  reason,  with or without  cause,  the 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  (A)
                  confidential or proprietary information of the Company, or the
                  Company's customers (including,  but not limited to, customers
                  obtained  for the  Company by the  Executive),  that is in his
                  possession,  custody or  control,  whether  prepared by him or
                  others, and (B) all records, designs, patents, plans, manuals,
                  memoranda,  lists and other property of the Company  delivered
                  to the  Executive by or on behalf of the Company,  as the case
                  may be,  or by the  Company's  customers  (including,  but not
                  limited  to,  customers   obtained  for  the  Company  by  the
                  Executive),  and all records  compiled 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
                  the Company's discretion and control.

            (ii)  Information shall not be deemed confidential if:

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

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

      (c)   Confidential  information  may be disclosed where required by law or
            order of a court of competent  jurisdiction,  provided  that, to the
            extent  reasonably  practicable,  the  Executive  first gives to the
            Company  reasonable  prior notice of such disclosure and affords the
            Company,  to  the  extent  reasonably  practicable,  the  reasonable
            opportunity for the Company to obtain  protective or similar orders,
            where available.

9.    NON-COMPETE PROVISIONS.

      (a)   During the Limitation Period (as hereinafter defined), the Executive
            will not anywhere in the world directly or indirectly be employed or
            otherwise   engaged  (whether  as  an  owner,   partner,   employee,
            consultant,  broker,  contractor  or otherwise) by (i) any person or
            entity  which  competes  with  the  business  the  Company  shall be
            conducting at the time of the  Executive's  termination  or (ii) any
            person or entity the major business of which is competitive with the
            Company,  nor will the  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 the Executive  from owning not in excess of 2% of
            the  outstanding  stock of any company  that is a reporting  company
            under the Securities Act of 1934.


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      (b)   During the Limitation Period (as herein defined), the 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 solicitation or retention (whether as an
            employee,  consultant  or  otherwise)  of,  any person  who,  to the
            Executive's then actual knowledge, was an employee of the Company at
            any time during the twelve month period preceding the termination of
            the Executive's employment with the Company.

      (c)   The  "Limitation  Period"  shall  mean the period  during  which the
            Executive  is actually  employed  by the  Company and the  following
            number of months thereafter:

            (i)   Twenty-four months if the Executive's  employment hereunder is
                  terminated either by his resignation  (other than under any of
                  the circumstances  set forth in Paragraph  7(e)(ii)) or by the
                  Company "for cause."

            (ii)  Twelve  months  if the  Executive's  employment  hereunder  is
                  terminated   either  by  his  resignation  under  any  of  the
                  circumstances  set  forth in  Paragraph  7(e)(iii))  or by the
                  Company "without cause."

            (iii) Twelve months if the  Executive's  employment is not continued
                  after the conclusion of the Term.

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

      (e)   If any  provision  contained in this Section 9 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 9 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.  The "Agreement  Concerning  Confidentiality  and
            Non-Disclosure"  signed by the  Executive  on December 5, 2001 shall
            remain in full force and effect. To the extent that any provision of
            Sections 8 or 9 hereof  conflicts  with any provision  thereof,  the
            more  restrictive  provision (as  benefiting  the Company)  shall be
            deemed to control.


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10.   INVENTIONS.  The Executive shall disclose  promptly to the Company any and
      all inventions,  improvements and valuable discoveries, whether patentable
      or not,  which are  conceived or made by the  Executive  solely or jointly
      with another during his employment  hereunder and which are related to the
      business or  activities  of the Company or which the  Executive  conceives
      during and as a direct result of his  employment  by the Company,  and the
      Executive hereby assigns and agrees to assign all his interests therein to
      the Company or its nominee.  Whenever reasonably requested to do so by the
      Company, the 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
      restrict the 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.   RESTRICTIONS ON TRANSFER OF BONUS SHARES AND 2002 SHARES.

      (a)   Representations of Executive.  In connection with the acquisition of
            the  Bonus  Shares  under  this  Agreement,  and  the  issuance  and
            acquisition  of 11,587  unregistered  common  shares of the  Company
            under Paragraph 5(e) and (f) of the Prior Employment  Agreement (the
            "2002 Shares"),  the Executive hereby represents and warrants to the
            Company as follows:

            (i)   He is acquiring  and will hold the 2002 Shares for  investment
                  for his account  only and not with a view to, or for resale in
                  connection with, any "distribution" thereof within the meaning
                  of the  Securities  Act of 1933, as amended  (hereinafter  the
                  "Securities Act").

            (ii)  He understands  that the 2002 Shares have not been  registered
                  under the Securities Act or under any applicable  state law by
                  reason of a  specific  exemption  therefrom  and that the 2002
                  Shares  may not be  offered  or  sold,  transferred,  pledged,
                  hypothecated  or  otherwise   disposed  of,  unless  they  are
                  subsequently registered under the Securities Act or he obtains
                  an opinion of counsel,  in form and substance  satisfactory to
                  the Company and its  counsel,  that such  registration  is not
                  required.  He further acknowledges and understands that, other
                  than the  obligation  contained in Section 12 (e) hereof,  the
                  Company is under no obligation to register the 2002 Shares.


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            (iii) He is aware of the adoption of Rule 144 by the  Securities and
                  Exchange  Commission  under the Securities  Act, which permits
                  limited  public resale of securities  acquired in a non-public
                  offering,  subject to the satisfaction of certain  conditions,
                  including  (without  limitation)  the  availability of certain
                  current  public  information  about  the  issuer,  the  resale
                  occurring only after the holding  period  required by Rule 144
                  has been satisfied,  the sale occurring through an unsolicited
                  "broker's  transaction,"  and the amount of  securities  being
                  sold during any  three-month  period not  exceeding  specified
                  limitations.   He  acknowledges   and  understands   that  the
                  conditions  for  resale  set  forth  in Rule 144 have not been
                  satisfied  and that the Company has no plans to satisfy  these
                  conditions in the foreseeable future.

            (iv)  He will not sell,  transfer or  otherwise  dispose of the 2002
                  Shares in violation  of the  Securities  Act,  the  Securities
                  Exchange  Act of 1934,  or the rules  promulgated  thereunder,
                  including Rule 144 under the Securities Act. He agrees that he
                  will not  dispose of the 2002  Shares  unless and until he has
                  complied with all requirements of this Agreement applicable to
                  the  disposition of such 2002 Shares,  as the case may be, and
                  he has  provided  the  Company  with  written  assurances,  in
                  substance  and  form  satisfactory  to the  Company,  that the
                  proposed  disposition  does not require  registration  of such
                  2002 Shares,  as the case may be, under the  Securities Act or
                  all  appropriate  action  necessary  for  compliance  with the
                  registration  requirements  of the  Securities Act or with any
                  exemption from registration available under the Securities Act
                  (including Rule 144) has been taken.

            (v)   He has  been  furnished  with,  and has had  access  to,  such
                  information  as he  considers  necessary  or  appropriate  for
                  deciding  whether  to invest in the Bonus  Shares and the 2002
                  Shares,  and he has had an  opportunity  to ask  questions and
                  receive  answers  from the  Company  regarding  the  terms and
                  conditions  of the  issuance of the Bonus  Shares and the 2002
                  Shares.

            (vi)  He  is  aware  that  his   investment  in  the  Company  is  a
                  speculative  investment  that  has  limited  liquidity  and is
                  subject  to the risk of  complete  loss.  He is able,  without
                  impairing  his financial  condition,  to hold the Bonus Shares
                  and the 2002 Shares for an  indefinite  period and to suffer a
                  complete  loss of his  investment  in the Bonus Shares and the
                  2002 Shares.

      (b)   Securities Law Restrictions.  Regardless of whether the offering and
            sale of the 2002 Shares under this  Agreement  have been  registered
            under the Securities Act or have been  registered or qualified under
            the securities laws of any state,  the Company at its discretion may
            impose  restrictions  upon the sale, pledge or other transfer of the
            2002 Shares (including the placement of appropriate legends on stock
            certificates or the imposition of stop-transfer instructions) if, in
            the  reasonable  judgment  of the  Company,  such  restrictions  are
            necessary  or  desirable  in order to  achieve  compliance  with the
            Securities Act, the securities laws of any state or any other law.


                                       10
<PAGE>

      (c)   Rights of the  Company.  The  Company  shall not be  required to (i)
            transfer  on its books any portion of the 2002 Shares that have been
            sold or transferred in contravention of this Agreement or (ii) treat
            as the owner of any  portion of the 2002  Shares,  or  otherwise  to
            accord voting,  dividend or liquidation rights to, any transferee to
            whom any  portion  of the  2002  Shares  have  been  transferred  in
            contravention of this Agreement.

      (d)   Additional  Restriction on Transfer.  Executive  agrees that he will
            hold the Bonus  Shares and the 2002 Shares for at least  twelve (12)
            months  from  their  respective  grant  dates (or in the case of the
            Bonus Shares, their acquisition date).

      (e)   Piggyback  Registration  Rights. If the Company at any time proposes
            to register any of its shares of common  stock under the  Securities
            Act for sale to the  public,  whether for its own account or for the
            account of other  security  holders or both  (except with respect to
            registration  statements  on Forms  S-4 or S-8 or  another  form not
            available for  registering the sale of the 2002 Shares to the public
            generally or in the case of the  registration  of the sale of common
            stock  issuable  upon  the  conversion  of  convertible  debt of the
            Company),  Executive  may request,  and the Company shall cause upon
            such request,  the  registration of the 2002 Shares,  as applicable,
            provided,  however, that Executive shall only be entitled to one (1)
            such registration. In addition, if any registration pursuant to this
            Section 12(e) shall be, in whole or in part, an underwritten  public
            offering of stock,  the Company  shall have the right to reduce,  at
            the direction of the managing underwriter(s),  the 2002 Shares to be
            registered  before  reducing any other  securities to be included in
            such registration.

      (f)   Legends.

            All certificates evidencing the 2002 Shares shall bear the following
            legend:

            "THE SHARES  EVIDENCED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
            UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY APPLICABLE  STATE LAW.
            THEY MAY NOT BE OFFERED OR SOLD, TRANSFERRED,  PLEDGED, HYPOTHECATED
            OR  OTHERWISE  DISPOSED  OF  WITHOUT:  (1)  REGISTRATION  UNDER  THE
            SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE LAW, OR
            (2)  AT  HOLDER'S   EXPENSE,   AN  OPINION   (SATISFACTORY   TO  THE
            CORPORATION)  OF  COUNSEL  (SATISFACTORY  TO THE  CORPORATION)  THAT
            REGISTRATION IS NOT REQUIRED"


                                       11
<PAGE>

13.   EXCISE TAX  GROSS-UP  PAYMENT.  If any  payments to the  Executive  by the
      Company, whether or not under this Agreement ("Payments"),  become subject
      to the tax (the  "Excise  Tax")  imposed by Section  4999 of the  Internal
      Revenue Code of 1986, as amended (the "Code"),  the Company shall, as soon
      as reasonably practicable  thereafter,  make an additional cash payment to
      the  Executive  (the  "Gross-Up  Payment")  in an amount such that the net
      amount retained by the Executive, after deduction of any Excise Tax on the
      Payments and all income  taxes and Excise Tax upon such  Company  payment,
      shall be equal to the amount of the Payments. The determination of whether
      any Payments are subject to the Excise Tax shall be based upon the opinion
      of tax counsel  selected by the Company and  reasonably  acceptable to the
      Executive,  whose  fees and  expenses  shall be paid by the  Company.  For
      purposes of determining the amount of the Gross-Up Payment,  the Executive
      shall be  deemed to pay  federal,  state  and  local  income  taxes at the
      highest  marginal rate of income  taxation  applicable  to any  individual
      residing  in the  jurisdiciton  in  which  the  Executive  resides  in the
      calendar  year in which the Gross-Up  Payment is to be made.  In the event
      that the Excise Tax is subsequently  determined to be less than the amount
      taken into account hereunder at the time of termination of the Executive's
      employment  hereunder,  the Executive  shall repay to the Company,  at the
      time  that  the  amount  of  such  reduction  in  Excise  Tax  is  finally
      determined,  the  portion of the  Gross-Up  Payment  attributable  to such
      reduction (plus that portion of the Gross-Up  Payment  attributable to the
      Excise Tax and federal, state and local income tax imposed on the Gross-Up
      Payment attributable to the Excise Tax and federal, state and local income
      tax imposed on the Gross-Up  Payment  being repaid by the Executive to the
      extent that such  repayment  results in a reduction in Excise Tax and/or a
      federal, state and local income tax deduction) plus interest on the amount
      of such  repayment at the rate  provided in Section  1274(b)(2)(B)  of the
      Code. In the event that the Excise Tax is determined to exceeed the amount
      taken  into  account  hereunder  at the  time  of the  termination  of the
      Executive's  employment  (including by reason of any payment the existence
      or  amount  of which  cannot  be  determined  at the time of the  Gross-Up
      Payment), the Company shall make an additional Gross-Up Payment in respect
      of such excess (plus any interest,  penalties or additions  payable by the
      Executive with respect to such excess) at the time that the amount of such
      excess is finally  determined.  The  Executive  and the Company shall each
      reasonably  cooperate with the other in connection with any administrative
      or judicial  proceedings  concerning  the existence or amount of liability
      for Excise Tax with respect to the Payments.

14.   GENERAL PROVISIONS.

      (a)   Notices. All notices,  requests,  consents, and other communications
            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,  DHL or other  reputable
            overnight  courier service,  addressed to the respective  parties at
            the following addresses:


                                       12
<PAGE>

                             To the Company:

                             Innodata Isogen, Inc.
                             Three University Plaza
                             Suite 506
                             Hackensack, NJ 07601
                             Attention:  Amy Agress, Esq.

                             To the Executive:

                             George Kondrach
                             8710 Autumn Oaks Drive
                             Dallas, TX 75243

            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 the  Company  shall  be
            forwarded to Ms.  Felice B.  Ekelman,  Esq.,  Jackson  Lewis LLP, 59
            Maiden Lane, New York, NY 10038-4502. All such copies shall be given
            in the manner provided for notices in this Paragraph 14 (a).

      (b)   Severability.  If any provision contained in this Agreement shall be
            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 and Modification.  The waiver by any party hereto 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 Agreement
            may not be modified,  altered or amended except by written agreement
            of both of the parties hereto.

      (d)   Integration.  This Agreement amends and restates in its entirety the
            Prior Employment Agreement, and contains the entire agreement of the
            parties concerning employment. This Agreement supersedes any and all
            other inconsistent  agreements,  either oral or in writing,  between
            the parties  hereto with respect to the  employment of the Executive
            by  the  Company,   other  than  that  the   "Agreement   Concerning
            Confidentiality  and  Non-Disclosure"  signed  by the  Executive  on
            December  5, 2001,  which  shall  remain in full  force and  effect;
            provided, however, that the Executive shall no longer be employed by
            Isogen  International,  LLC,  and all  obligations  of  Executive to
            Isogen International, LLC shall hereafter flow to the Company.

      (e)   Binding Effect. This Agreement shall be binding upon and shall inure
            to the  benefit of the  Company  and its  successors  and  permitted
            assigns,  and upon the  Executive,  his heirs and his  executors and
            administrators.  Neither  the  Executive  nor the  Company  shall be
            entitled  to assign the  Executive's  duties  hereunder  without the
            other's prior written consent.


                                       13
<PAGE>

      (f)   Equitable  Relief.  Executive  agrees that the remedy at law for any
            breach of  Paragraphs  8, 9, and 10 of this  Agreement  would not be
            adequate  and that the Company  would be entitled to  injunctive  or
            other equitable relief for any such breach.

      (g)   Jurisdiction,  Etc. Executive hereby consents to the jurisdiction of
            the courts of the State of New  Jersey,  County of  Bergen,  and the
            United States District Court, District of New Jersey with respect to
            any  claims or  disputes  arising  from or in  connection  with this
            Agreement,  except that the Company shall not be precluded hereunder
            from seeking  injunctive or other  equitable  relief in any federal,
            state or local court pursuant to Paragraph  14(f) above.  Service of
            process shall be effective when forwarded in the manner provided for
            notices in Paragraph  14(a).  Trial by jury is hereby waived by both
            of the  parties  to this  Agreement.  The  prevailing  party  in any
            dispute shall be entitled to recover reasonable  attorneys' fees and
            costs from the other.

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

      (i)   Indemnification.  The Company  shall  indemnify the Executive to the
            full extent permitted by applicable Delaware law for all liabilities
            incurred by the  Executive in  connection  with his execution of his
            duties under this Agreement.  Further,  the Company shall obtain and
            maintain in full force and effect directors' and officers' liability
            insurance from  established  and  reasonable  insurers in reasonable
            amounts as the Board of  Directors  of the Company  shall  determine
            and,  in all  such  policies,  the  Executive  shall  be named as an
            insured party.

      (j)   Survival.  The  obligations  of  the  parties  hereto  contained  in
            Paragraphs 7, 8, 9, 10, 12 and 14 shall survive the  termination  of
            this Agreement.

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

                                                 INNODATA ISOGEN, INC.
                                                 By: Jack Abuhoff
                                                 ----------------------------
                                                 Its: Chairman of the Board and
                                                 Chief Executive Officer


                                                 George Kondrach
                                                 ----------------------------
                                                 George Kondrach