Exhibit 10.5

               Innodata Isogen, Inc. 1998 Stock Option Plan Grant
                                    Directors

(Please  sign and return this  document to Amy Agress,  Innodata  Isogen,  Inc.,
Three University Plaza, Hackensack,  New Jersey 07601 within thirty (30) days of
receipt.)

((First_Name)) ((Last_Name_))  Grant Date:            ((Grant_Date_))
c/o Innodata Isogen, Inc.      Shares Granted:        ((Shares_Granted))
Three University Plaza         Option Price:          ((Option_Price_))
Hackensack, NJ  07601          Last Date to Exercise: ((Last_Date_to_Exercise_))

We are pleased to inform you that you have been granted a  non-qualified  option
(the  "Option") to purchase  shares of Innodata  Isogen,  Inc.  (the  "Company")
common  stock.  Your grant has been made under the  Company's  Stock Option Plan
(the "Plan"),  which together with the terms  contained in this  document,  sets
forth the terms  and  conditions  of your  grant and is  incorporated  herein by
reference.  A copy of the Plan and the  Prospectus  are available on file at the
Human  Resources  Department in  Hackensack,  NJ. Please review these  documents
carefully.

Vesting:
Subject to the terms of the Plan, shares vest according to the following vesting
schedule:

     ((Vesting_))

Exercise:
You may exercise this Option, in whole or in part, to purchase a whole number of
vested shares at any time, by following  the exercise  procedures  set up by the
Company. All exercises must take place before the Last Date to Exercise, or such
earlier date as is set out in the Plan following your death,  disability or your
ceasing to be a Director of the  Company.  The number of shares you may purchase
as of any date  cannot  exceed the total  number of shares  vested by that date,
less any shares you have previously exercised pursuant to this Option.

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,  all further
vesting of shares under this grant stops,  and all unvested shares are canceled.
As set forth in the Plan, you will have sixty (60) days after your services as a
Director ceases or is suspended to exercise your vested shares, and in the event
of your death or total  disability your estate will have a period of twelve (12)
months to exercise any vested shares.

Taxes, Withholding and Disposition of Stock:
In the event that the  Company  determines  that any  federal,  state,  local or
foreign tax or withholding  payment is required relating to the exercise or sale
of shares  arising from this grant,  the Company shall have the right to require
such payments from you.

You agree to notify the Company when you sell or  otherwise  transfer or dispose
of the shares acquired by exercising this Option.

By signing  below I  acknowledge  my  understanding  of and agreement to all the
terms and  conditions  contained  in this  document,  as well as in all previous
grants (if any) of options to purchase the Company's common stock granted to me.


                                 Signature:
                                           -------------------------------------
                                               ((First_Name)) ((Last_Name_))

                                 Date:
                                      ------------------------------------------