Exhibit 10.9

[LOGO](TM) INNODATA                           Innodata Isogen, Inc.
           ISOGEN                             Three University Plaza
                                              Hackensack, NJ 07601
                                              T (201) 488-1200  F (201) 488-9128
                                              www.innodata-isogen.com

Re:   Stock  options (the  "Options")  granted  under the  Company's  2001 Stock
      Option Plan on August 19, 2004 to purchase an aggregate of 100,000  shares
      of common  stock with an exercise  price of $3.75.  Shares that are at any
      time  issuable or issued  under the Options are  referred to herein as the
      "Shares."

Dear Mr. Abuhoff:

This is to confirm that effective December 9, 2005, your Options are modified as
follows:

      1.    The  Options  are vested in full and are  exercisable  in full.  The
            Options shall expire at the times set forth in the applicable  stock
            option agreements.

      2.    In  addition  to the  other  restrictions  on sale,  pledge or other
            disposition  set forth in the Plan and the  applicable  stock option
            agreements,  you shall not (i) until January 19, 2006 sell,  pledge,
            or otherwise dispose of more than 33,333 Shares, less any Previously
            Sold Shares (as hereinafter defined) and (ii) during each subsequent
            period  from the 19th day of any  calendar  month to the 18th day of
            the next calendar month,  sell,  pledge,  or otherwise  dispose of a
            number  of  Shares  equal to (1) the  Base  Number  (as  hereinafter
            defined) for that period, less (2) any then Previously Sold Shares.

      3.    "Previously Sold Shares" means at any time the number of Shares that
            you shall  theretofore  have sold,  pledged or  otherwise  disposed,
            whether before or after the date of this Agreement.

      4.    The "Base  Number" is 35,416 for the period  from  January  19, 2006
            until the close of business on February 18, 2006,  and  increases by
            2,083  for each  succeeding  period  from the 19th of each  calendar
            month to the to the 18th day of the next calendar month, so that for
            example, the Base Number for the period from July 19, 2008 to August
            18, 2008 is 97,906.  From and after August 19, 2008, the Base Number
            shall be 100,000.

      5.    Certificates  for Shares that you may not sell,  pledge or otherwise
            dispose will be endorsed with the following  restrictive  legend, in
            addition  to any other  restrictive  legend  necessary  pursuant  to
            applicable securities law, or otherwise:  "The sale, pledge or other
            disposition  of  these  shares  is  restricted  as set  forth  in an
            instrument  between the stockholder and the Company, a copy of which
            is on file at the offices of the Company."

      6.    The  restrictions on sale,  pledge,  or other  disposition set forth
            above will survive any termination of employment  (whether voluntary
            or  involuntary  and  whether or not for cause or for good reason or
            otherwise), death or disability.

      7.    This   Agreement   is   binding   on  you  and  on   your   personal
            representatives  and  assigns.  It may not be changed or  terminated
            orally.

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 terms of this
letter.

Sincerely,

Innodata Isogen, Inc.


By: Stephen Agress
    Vice President, Finance


Acknowledged and Agreed:


---------------------------------
Jack Abuhoff