Exhibit 10.2  


THE

BANK OF

NEW YORK 


August 9,
2004 


Innodata
Isogen, Inc.

Three University Plaza

Hackensack, NJ 07601

Attn: Stephen Agress, VP-Finance 


	Re:
	Line
of Credit to Innodata Isogen, Inc. (the "Borrower") 



Dear
Mr. Agress: 


        The
Bank of New York (the "Bank") is pleased to confirm that it holds available to the Borrower a line of credit in the amount specified on the schedule on the reverse side of this
letter (the "Schedule"). 


        The
line of credit shall be held available until the date specified on the Schedule unless canceled earlier as provided in the last sentence of this paragraph. During the period the line
of credit is held available, and subject to the limitations on availability specified below and on the Schedule, the line of credit may be used for the types of extensions of credit designated on the
Schedule provided that the aggregate amount of extensions of credit outstanding at any one time of a particular type shall not exceed the amount specified on the Schedule for such type and the
aggregate amount of all extensions
of credit outstanding at any one time under the line of credit shall not exceed the amount of the line of credit. The line of credit may be canceled by either party at any time for any reason. 


        The
making of any extension of credit under the line of credit is in the Bank's sole and absolute discretion and is subject to the Bank's satisfaction with the condition (financial and
otherwise), business, prospects, properties, ownership and operations of the Borrower and each guarantor, if any, and the collateral, if any, for the obligations of the Borrower and each guarantor, if
any, and the purpose of each extension of credit. In addition, if the line of credit may be used for the issuance of letters of credit and/or the creation of bankers acceptances, the issuance of each
letter of credit and/or the acceptance of each draft is subject to the Bank's satisfaction with the terms of such letter of credit or draft, as the case may be. In furtherance of the foregoing, the
Borrower shall furnish or cause to be furnished to the Bank, such information regarding the Borrower and each guarantor, if any, and the collateral, if any, and permit the inspection of its books and
records, as the Bank may request from time to time. 


        All
advances under the line of credit shall be evidenced by a promissory note of the Borrower and shall be payable and bear interest as provided therein. Each letter of credit shall be
issued pursuant to and subject to the terms and conditions of the Bank's standard form of letter of credit agreement and each request for a letter of credit shall be made on the Bank's standard form
of application. Each bankers acceptance created by the Bank shall be created pursuant to and subject to the terms and conditions of the Bank's standard form of bankers acceptance agreement. The
Borrower's obligations with respect to all extensions of credit shall be secured pursuant to the agreements specified on the Schedule by a first priority security interest or lien on the property
described therein. The Borrower's obligations shall be guaranteed jointly and severally pursuant to the guarantees specified on the Schedule which guarantees shall be secured pursuant to the
agreements specified on the Schedule by a first priority security interest or lien on the property described therein. Any obligation of the Borrower to the creditors specified on the Schedule shall be
subordinated pursuant to the subordination agreements specified on the Schedule to the indebtedness of the Borrower to the Bank. 


        As
long as the line of credit is held available, the Borrower shall pay to the Bank the administrative fee designated on the Schedule. If letters of credit are to be issued and/or
bankers 







 



acceptances
are to be created under the line of credit, the Borrower shall pay to the Bank its standard discount, charges, commissions and fees in effect from time to time. 


        Prior
to the making of any extension of credit under the line of credit, the Bank shall have received the enclosed copy of this letter and such notes, agreements, mortgages, guarantees,
instruments, certificates
and related documents as it shall consider necessary or desirable in connection with the line of credit and the extensions of credit to be made thereunder, in each case duly executed by the
appropriate persons and in form and substance satisfatory to the Bank. 



        The
Schedule and any exhibit to this letter are an integral part of this letter and any reference to this letter is a reference to this letter, the Schedule and any exhibit. This letter
may not be amended, and compliance with its terms may not be waived, orally or by course of dealing, but only by a writing signed by an authorized officer of the Bank. 


        The
Borrower agrees to pay all costs and expenses incurred by the Bank incidental to or in any way relating to enforcement of the Borrower's obligations under this letter or the
protection of the Bank's rights in connection with this letter, including, without limitation, reasonable attorneys' fees and expenses, whether or not litigation is commenced. 



        The Borrower and the Bank waive the right to trial by jury in any action or proceeding based upon, arising out of or in any way connected to this
letter.


        Please
acknowledge the agreement of the Borrower with the foregoing by executing both copies of this letter in the space below and returning one copy to the Bank. 



	 	 	Very truly yours,
	

 	
 	

By:	

/s/  GAIL HOERMAN-BIVONA      

	 	 	Name:	Gail Hoerman-Bivona
	 	 	Title:	Vice President





	Acknowledged and Agreed to:	 
	

Innodata Isogen, Inc.
(Name of Borrower)	

 
	

By:	
 	

/s/  STEPHEN AGRESS      
(Signature of Borrower or Authorized Signer)	

 
	

Title:	
 	

Vice President-Finance
(Title of Authorized Signer)	

 
	

By:	
 	

 
(Signature of Borrower or Authorized Signer)	

 
	

Title:	
 	

 
(Title of Authorized Signer)	

 




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