Exhibit
      10.1     

    


    Innodata
      Isogen, Inc. 2002 Stock Option Plan Grant 

    


    [Date]

    


    [Name]

    Email:
      [_____]

    


    Dear
      [Name]:

    


    I
      am
      pleased to inform you that you have been granted a non-qualified option (the
      "Option") to purchase shares (“Shares”) of common stock of Innodata Isogen, Inc.
      (the "Company"). Your grant has been made under the Company's 2002 Stock Option
      Plan. A copy of the Plan is attached to this letter. 

    


    Grant
      Date: [__________]

    Number
      of Shares That May Be Purchased On Exercise of the Option:
      [__________]

    Option
      Exercise Price per Share:
      $[__________]

    Option
      Expiration Date:
      [__________]

    


    For
      the
      Option to be valid, you must within
      30 days after receipt
      sign,
      date and return the original of this letter to Amy Agress, Vice President and
      General Counsel, Innodata Isogen, Inc., Three University Plaza, Hackensack,
      New Jersey 07601 USA. 

    


    Vesting:
      The
      option vests in [__________].

    


    Exercise:

    You
      may
      exercise this Option at any time, in whole or in part, to purchase a whole
      number of vested Shares by following the exercise procedures set up by the
      Company. All exercises must take place before the Expiration Date, or, if
      earlier, by the date set forth under Service Requirements. Each exercise must
      be
      for no less than 500 Shares, until there are less than 500 Shares
      remaining.

    


    Service
      Requirements:

    In
      the
      event of the termination of your services as a Director by you, the Company
      or
      its stockholders (whether voluntary or involuntary and whether or not for cause
      or good reason or otherwise), all further vesting of the Shares under this
      Option will cease as of your last day of service, and all unvested Shares will
      be cancelled. The Option to exercise vested Shares will expire 36 months after
      your services as a Director ceases. In the event your services as a Director
      is
      terminated by your death or disability, the Option will expire 12 months after
      such termination. 

    


    Securities
      Laws Restrictions. You
      represent that when you exercise your Option you will be purchasing Shares
      for
      your own account and not on behalf of others. You understand and acknowledge
      that federal and state securities laws govern and restrict your right to offer,
      sell or otherwise dispose of any Shares unless otherwise covered by a Form
      S-8
      or unless your offer, sale or other disposition thereof is otherwise registered
      under the Securities Act of 1933, as amended, (the "1933 Act") and state
      securities laws or, in the opinion of the Company's counsel, such offer, sales
      or other disposition is exempt from registration thereunder. You agree that
      you
      will not offer, sell or otherwise dispose of any Shares in any manner (i) which
      would require the Company to file any registration statement (or similar filing
      under state laws) with the Securities and Exchange Commission or to amend or
      supplement any such filing or (ii) in any manner which would violate or cause
      the Company to violate the 1933 Act, the rules and regulations promulgated
      thereunder or any other state or federal law, or (iii) other than during “window
      periods” from time to time announced by the Company in its sole discretion. You
      further understand that the certificates for any Shares you purchase will bear
      such legends as the Company deems necessary or desirable in connection with
      the
      1933 Act or other rules, regulations or laws. If you are a director, officer
      or
      principal shareholder, Section 16(b) of the Securities Exchange Act of 1934
      further restricts your ability to sell or otherwise dispose of
      Shares.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Non-Transferability
      of Option.
      The
      Option is personal to you and is non-transferable by you other than by will
      or
      the laws of descent and distribution or as otherwise permitted by the Plan.
      During your lifetime only you can exercise the Option except as otherwise
      permitted by the Plan. Upon your death, the person or persons to whom your
      rights pass by will or laws of descent and distribution will have the right
      to
      exercise the Option.

    


    Withholding
      Taxes.
      The
      Company shall have the right to withhold from your compensation any withholding
      taxes payable as a result of your receipt of Shares. The Company shall also
      have
      the right to require that you pay to it all such withholding taxes in cash
      as a
      condition precedent to the exercise of this Option. You
      agree
      to notify the Company when you sell or otherwise transfer or dispose of the
      Shares. 

    


    Conformity
      with Plan.
      The
      Option is intended to conform in all respects with, and is subject to all
      applicable provisions of, the Plan, which is incorporated herein by reference.
      Any inconsistencies between this letter and the Plan shall be resolved in
      accordance with the terms of the Plan. By executing and returning the enclosed
      copy of this letter, you acknowledge your receipt of the Plan and agree to
      be
      bound by all the terms of the Plan. All definitions stated in the Plan apply
      to
      this letter. YOU SHOULD READ THE PLAN CAREFULLY. 

    


    Successors.
      The
      agreements contained in this letter shall be binding upon and inure to the
      benefit of any successor of the Company.

    


    Entire
      Agreement.
      This
      agreement constitutes the entire understanding between you and the Company,
      and
      supersedes all other agreements, whether written or oral, with respect to the
      Option referred to in this letter.

    


    Please
      sign the extra copy of this letter in the space below and return it to the
      Company to confirm your understanding and acceptance of the agreements contained
      in this letter.

    


    
      	
              Very
                truly yours,

            
	 
	 
	
              Jack
                Abuhoff

            
	
              Chairman
                and CEO

            


    

     

    By
      signing below I acknowledge my understanding of and agreement to all of the
      terms and conditions contained in this letter.

    


    
      	
                
                

            
	
              [Name]