EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") dated as of the 22nd day of December
2005, is entered into by and between Innodata Isogen, Inc., a Delaware
corporation (the "Company) and Steven L. Ford (the "Executive").

WITNESSETH

1.    EMPLOYMENT. The Company hereby employs the Executive as its Chief
      Financial Officer and 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 Chief
      Financial Officer and Executive Vice President of the Company, as may be
      reasonably assigned to him from time to time by the Company. The Executive
      shall report to the Company's President and CEO (or such other Company
      officer as the Company may designate from time to time).

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 Company headquarters located in
      Hackensack, New Jersey; provided, however, that the Executive may serve on
      the boards of directors of other companies and charitable organizations
      (in each case approved in advance in writing by the Company) 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 December 22, 2005 and
      end on December 21, 2008 (the "Term"), unless terminated earlier pursuant
      to this Agreement. By not later than June 30, 2008, the Company shall
      notify Executive in writing in accordance with Paragraph 12 of this
      Agreement whether the Company intends to renew Executive's employment with
      the Company. If the Company does not provide a notice of non-renewal by
      June 30, 2008 or if the parties do not execute a new employment agreement
      prior to the end of the Term, then this Agreement shall automatically
      renew for a period of one (1) year until December 21, 2009 provided
      Executive continues to be employed by the Company. If the Company provides
      Executive with a notice of non-renewal, this Agreement shall automatically
      terminate at the conclusion of the Term. During any renewal period, the
      Company shall provide written notice of non-renewal of this Agreement not
      later than June 30 of such calendar year. If the Company does not provide
      Executive with a written notice of non-renewal by June 30 of such calendar
      year or if the parties do not execute a new employment agreement prior the
      expiration of any such renewal period, then this Agreement shall continue
      to renew for successive one (1) year periods unless otherwise terminated
      or written notice of non-renewal is provided as set forth in this
      Agreement. If the Executive is timely provided pursuant to this paragraph
      with notice of non-renewal during a renewal period, this Agreement shall
      automatically terminate at the conclusion of the renewal period.
      Non-renewal of this Agreement is not a termination of this Agreement
      pursuant to Paragraph 7. In no event shall the Executive be entitled to
      any severance payments upon the Company's non-renewal of this Agreement
      pursuant to this Paragraph 4. Executive shall, however, be entitled to any
      earned, but unpaid incentive compensation and all of his then incurred but
      un-reimbursed business expenses upon the Company's non-renewal of this
      Agreement pursuant to this Paragraph 4.


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5.    COMPENSATION.

      (a)   Base Salary. The Company shall pay the Executive a base annualized
            salary ("Base Salary") at the rate of Three Hundred Thousand Dollars
            and No Cents ($300,000.00) per annum for the Term, subject to annual
            reviews by the Company for discretionary annual increases.

      (b)   Short Term Incentive Compensation. For each calendar year during the
            Term (commencing in 2006), the Executive shall be eligible to
            receive short term incentive compensation ("STI"). The amount of STI
            will be conditioned on the attainment of certain quantitative and
            qualitative objectives established by the Compensation Committee of
            the Board (the "Compensation Committee") in its sole and absolute
            discretion and communicated thereby in writing to the Executive at
            least ten (10) days prior to the beginning of the applicable
            calendar year. The Compensation Committee will also determine and
            advise the Executive in writing prior to the beginning of the
            applicable calendar year, of his "target" STI amount for such year,
            which shall not be less than 30% of the annual rate of the
            Executive's then Base Salary (the "STI Target") in effect for the
            calendar year for which the STI is to be determined. Executive's
            eligibility for, participation in, and the terms and conditions of
            any STI hereunder shall be set forth in separate official STI plan
            documents, the terms and conditions of which shall exclusively
            govern the payment of any STI described in this paragraph. STI
            payments shall be subject to deduction for applicable U.S. federal,
            state and local withholding taxes.

      (c)   Stock Options. The Company shall grant to the Executive an option
            (the "Option") to purchase 250,000 shares (the "Shares") of the
            Company's common stock under the Company's stock option plan(s)
            effective on the Executive's employment commencement date ("Grant
            Date"). The Option price shall be equal to the fair market value, on
            the Grant Date, of the underlying Shares subject thereto. The Option
            shall have a ten (10) year term, and all Shares will be fully vested
            as of the Grant Date but subject to a four year written lock-up
            agreement (the "Lock-Up Agreement") with respect to sale or other
            disposition of the Shares. Twenty-five percent (25%) of the Shares
            will be released from the Lock-Up Agreement on each anniversary date
            of the grant. The Executive's eligibility for participation and the
            terms and conditions of the Option shall be set forth in separate
            official stock option plan documents, the terms and conditions of
            which shall exclusively govern the award, vesting, exercise and all
            other aspects of the Option described in this Paragraph. Upon the
            occurrence of a "Change of Control" (as defined in Section 7(d)),
            the Executive shall be automatically and immediately relieved of the
            restrictions imposed by the Lockup Agreement.


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      (d)   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.

6.    EMPLOYEE BENEFITS.

      (a)   Throughout the Executive's employment during 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 (4) weeks paid vacation per
            annum and personal and sick leave in accordance with the policies of
            the Company, which vacation and leave shall be taken by the
            Executive in accordance with the reasonable business requirements of
            the Company. Two (2) weeks vacation per annum may be carried over
            from one year to the next, and the Executive shall be entitled to
            payment for any accrued, but unused, vacation upon the termination
            of the Executive's employment with the Company; provided that in no
            event shall the amount of such payment exceed payment for six (6)
            weeks of accrued, but unused, vacation.

      (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.


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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. For purposes of
            this Agreement, "Cause" shall mean (i) the Executive's conviction by
            a court of competent jurisdiction in the United States of a felony
            or a crime involving the Company; (ii) the Executive's conviction of
            a court of competent jurisdiction in the United States of a felony
            involving moral turpitude or unlawful, dishonest, or unethical
            conduct that a reasonable person would consider damaging to the
            reputation of the Company; (iii) the Executive's willful or
            persistent refusal or failure to perform assigned duties consistent
            with duties of the Executive's position or to comply with the
            reasonable directions of Company officer to whom he reports, the
            Chief Executive Officer or the Company's Board of Directors,
            provided that Executive has been provided with written notice of
            such refusal or failure to perform at least thirty (30) days before
            termination pursuant to this sub-paragraph; (iv) any material breach
            of any provision of this Agreement, or any other agreements between
            the Executive and Company, by the Executive; or (v) the Executive's
            gross negligence in the performance of his duties; but in the case
            of paragraph 7(c)(iv) if within thirty (30) days after the Company
            first has actual knowledge of the occurrence of such action or
            event, the Company gives written notice to the Executive of its
            intention to terminate his employment hereunder, and the Executive
            does not reasonably cure any such action within thirty (30) days
            after the date of such notice, where such conduct is curable.

            If the Executive's employment is terminated by the Company for
            Cause, the Company shall pay the Executive his full accrued Base
            Salary through the date of termination at the rate in effect at the
            time of such termination, and the Company shall have no further
            obligation to the Executive under this Agreement or under any other
            agreements or plans. All other compensation including, without
            limitation, bonuses, severance, incentive compensation and/or stock
            option grants shall be forfeited if the Executive is terminated for
            Cause.


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      (d)   Termination by the Company without Cause. The Company may terminate
            the Executive's employment under this Agreement without Cause at any
            time, provided that, in such case, the Company shall continue to pay
            to the Executive his then Base Salary in normal payroll installments
            for (i) six (6) months following the date of termination if the
            termination occurs prior to the one (1) year anniversary of
            employment; or (ii) twelve (12) months following the date of
            termination if the termination occurs on or after the one (1) year
            anniversary of employment (twenty four (24) months in the event of a
            termination without Cause within twelve (12) months of a Change in
            Control (as defined below)).

            A "Change in Control" shall be deemed to have occurred as of the
            earliest of any of the following to occur during the Term:

            (i)   The Company enters into an agreement of merger, consolidation,
                  share exchange or similar transaction with any other
                  corporation other than a transaction which results 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 (2/3rds) of the
                  combined voting power of the Company's or such surviving
                  entity's outstanding voting stock immediately after such
                  transaction; or

            (ii)  The Board of Directors of the Company 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.

            (iii) The public anouncement 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.

      (e)   Resignation by the Executive with Good Reason. The Executive may
            resign his employment if (i) the Company breaches any of its
            material obligations under this Agreement, (ii) the Company reduces
            the Executive's Base Salary below the amount provided for in this
            Agreement, without the Executive's written consent, or (iii) the
            Company assigns duties to the Executive which are not consistent
            with his office set forth in Paragraph 1, but in each case only if
            within thirty (30) days after the Executive first has actual
            knowledge of the occurrence of such action or event, the Executive
            gives written 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 sixty (60) days after the date
            of such notice, and the Executive resigns his employment within
            fifteen (15) days thereafter. Following the Executive's resignation
            with Good Reason, the Company shall make all payments to the
            Executive pursuant to Paragraph 7(d) above.


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      (f)   In addition to any other payments pursuant to Paragraphs 7(b), 7(d)
            and (e) above, upon the Executive's resignation without Good Reason
            or upon any of the terminations identified in Paragraphs 7(a), (b),
            (d) or (e) above, the Executive or his estate shall be entitled to
            receive his Base Salary and any earned but unpaid incentive
            compensation and all of his then incurred but un-reimbursed business
            expenses, in each case to the date of the Executive's resignation or
            termination

      (g)   In order to be entitled to the payments under Paragraphs 7(b), 7(d),
            7(e) or 7(f), Executive agrees to execute a separation agreement and
            release in the form to be provided by the Company, following his
            separation from the Company.

      (h)   In the event that any portion of any severance payment payable under
            this Agreement (in the aggregate, "Total Payments") constitute an
            "excess parachute payment" within the meaning of Section 280G of the
            Internal Revenue Code (the "Code"), then the Company shall pay
            Executive as promptly as practicable following such determination an
            additional amount (the "Gross-up Payment") calculated as described
            below to reimburse Executive on an after tax basis for any excise
            tax imposed on such payments under Section 4999 of the Code. The
            Gross-up Payment shall equal the amount, if any, needed to ensure
            that the net payments (including the Gross-up Payment) actually
            received by Executive after the imposition of federal and state
            income and excise taxes (including any interest or penalties imposed
            by the Internal Revenue Service), is equal to the amount that
            Executive would have netted after the imposition of federal and
            state income taxes had the Total Payments not been subject to the
            taxes imposed by Section 4999. For purposes of this calculation, it
            shall be assumed that Executive's tax rate will be the maximum
            marginal federal and state income tax rate on earned income, with
            such maximum federal rate to be computed with regard to Section 1(g)
            of the Code. In the event that the Executive and the Company are
            unable to agree as to the amount of the Gross-up Payment, if any,
            the Company shall select a law firm or accounting firm reasonably
            acceptable to the Executive. Such firm shall determine the amount of
            the Gross-up Payment and such determination shall be final and
            binding upon the Executive and the Company.

8.    CONFIDENTIALITY AGREEMENT AND OWNERSHIP OF INFORMATION.


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      (a)   Executive agrees that during the course of employment with the
            Company, Executive will come into contact with and have access to
            various forms of Confidential Information and Trade Secrets, which
            are the property of the Company. This information relates both to
            the Company, its customers and its employees. Such Confidential
            Information and Trade Secrets include, but are not limited to: (i)
            financial and business information, such as information with respect
            to costs, commissions, fees, profits, sales, markets, mailing lists,
            strategies and plans for future business, new business, product or
            other development, potential acquisitions or divestitures, and new
            marketing ideas; (ii) product and technical information, such as
            product formulations, new and innovative product ideas, methods,
            procedures, devices, machines, equipment, data processing programs,
            software, software codes, computer models, and research and
            development projects; (iii) marketing information, such as the
            identity of the Company's customers, distributors and suppliers and
            their names and addresses, the names of representatives of the
            Company's customers, distributors or suppliers responsible for
            entering into contracts with the Company, the amounts paid by such
            customers to the Company, specific customer needs and requirements,
            and leads and referrals to prospective customers; and (iv) personnel
            information, such as the identity and number of the Company's
            employees, skills, qualifications, salaries and abilities. Executive
            acknowledges and agrees that the Confidential Information and Trade
            Secrets are not generally known or available to the general public,
            but have been developed, compiled or acquired by the Company at its
            great effort and expense. Confidential Information and Trade Secrets
            can be in any form: oral, written or machine readable, including
            electronic files.

      (b)   During the Executive's employment with the Company and for as long
            as such information shall remain Confidential Information or Trade
            Secrets of the Company (except, during the course of his employment
            with the Company, if in furtherance of the Company's business and in
            accordance with Company policy):

            (i)   The Executive will not disclose to any person or entity,
                  without the Company's prior consent, any Confidential
                  Information or Trade Secrets, whether prepared by him or
                  others.

            (ii)  The Executive will not remove Confidential Information or
                  Trade Secrets from the premises of the Company without the
                  prior written consent of the Company.

      (c)   (i) Upon his resignation or termination of his employment with the
            Company for whatever reason, with or without cause, or at any other
            time the Company so requests, 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 Information and Trade Secrets 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.


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            (ii)  Information shall not be deemed Confidential Information or
                  Trade Secrets if:

                  (A)   such information was 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 available to the
                        public or lawfully made available by a third party to
                        the public without restrictions as to disclosure.

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

      (e)   The Executive shall execute a copy of the Company's "Agreement
            Concerning Confidentiality and Non-Disclosure" (the "NDA")
            contemporaneously with this Agreement. The NDA is incorporated in
            this Agreement as if more fully set forth herein.

9.    NON-COMPETE AND NON-INTERFERENCE PROVISIONS.

      (a)   Executive acknowledges and agrees that the Company is engaged in a
            highly competitive business and that by virtue of Executive's
            position and responsibilities with the Company and Executive's
            access to the Confidential Information and Trade Secrets, engaging
            in any business which is directly competitive with the Company will
            cause it great and irreparable harm. Accordingly, the Executive
            covenants that during the Limitation Period (as hereinafter
            defined), the Executive will not directly or indirectly be employed
            by (i) any person or entity which competes with the business the
            Company shall be conducting at the time of the Executive's
            termination ("Competitive Business" as defined below) or (ii) any
            person or entity the major business of which constitutes Competitive
            Business, 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. For purposes
            of this Paragraph, "Competitive Business" means providing
            information technology and business processing content services that
            pertain to the business of content management and publishing
            systems, content provisioning or content manufacturing of a type
            that competes with the business of Company, or any other business
            competitive with the Company's business at the time of Executive's
            separation from employment. In recognition that the Company's
            business includes the sale of its products and services throughout
            the world, this restriction shall apply on a worldwide basis. 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, without the prior written consent of the Company, directly or
            indirectly, solicit, divert or appropriate or attempt to solicit,
            divert or appropriate any customers or clients of the Company who or
            which (i) were customers or clients of the Company at the time of
            the termination of the Executive's employment from the Company;
            and/or (ii) with whom the Executive had contact during his
            employment with the Company; and/or (iii) about whom the Executive
            possesses Confidential, or Trade Secret information, for purposes of
            the Executive's offering to such customers or clients of the Company
            products or services which are directly competitive to the products
            and services offered by the Company as of the date of the
            Executive's termination or resignation from employment with the
            Company for any reason.

      (c)   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 retention except on behalf of the
            Company (whether as an employee, consultant or otherwise) of, any
            person who, to the Executive's then actual knowledge, was an
            employee of the Company or its affiliates at any time during the
            twelve (12) month period preceding the resignation or termination of
            the Executive's employment with the Company.

      (d)   The "Limitation Period" shall mean: (i) with respect to Paragraph
            9(a), the period during which the Executive is actually employed by
            the Company and for a period of twelve (12) months thereafter; and
            (ii) with respect to Paragraph 9(b) and Paragraph 9(c), the period
            during which the Executive is actually employed by the Company and
            for a period of twenty-four (24) months thereafter.

      (e)   Since monetary damages may be inadequate and the Company would be
            irreparably harmed if the provisions of Paragraphs 8, 9 or 10 are
            not specifically enforced, the Company shall be entitled, among
            other remedies, to seek an injunction from a court of competent
            jurisdiction (without the necessity of posting a bond or other
            security) restraining any violation of the provisions of Paragraphs
            8, 9 or 10 by the Executive and by any person or entity to whom the
            Executive provides or proposes to provide any services or
            information in violation of such provisions.


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10.   INVENTIONS.

      (a)   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 for the Company
            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.

      (b)   Executive further covenants and agrees that the Company shall be
            entitled to shop rights with respect to any invention and
            development conceived or made by Executive during the period of his
            employment by the Company that is not related in any manner to the
            business of the Company but which was conceived or made on the
            Company's time or with the use of the Company's facilities or
            materials.

      (c)   Executive further covenants and agrees that it shall be conclusively
            presumed as against Executive that the following shall belong to the
            Company: (i) any invention and development described in a patent
            service mark, trademark or copyright application or disclosed in any
            manner to a third person; and (ii) any computer program,
            modification of any computer program, or systems technique for
            processing data conceived or made by Executive during the period of
            his employment by the Company which is disclosed, used or described
            by Executive or any person with whom Executive has any business,
            financial or confidential relationship, within one (1) year after
            leaving the employ of the Company.

      (d)   If any provision contained in this Paragraph 10 or Paragraphs 8 or 9
            above 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 Paragraph 10 or Paragraphs 8 or 9 above
            shall be entitled to modify the duration and scope of any
            restriction contained therein to the extent such restriction would
            otherwise be unenforceable, and such restriction as modified shall
            be enforced. To the extent that any provision of this Paragraph 10
            or Paragraphs 8 or 9 above conflicts with any provision of the NDA,
            the more restrictive provision (as benefiting the Company) shall be
            deemed to control.


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11.   USE OF GENERAL ABILITIES. Nothing contained in this Agreement shall
      restrict the Executive after the termination or resignation 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.   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 reasonable
            overnight courier service, addressed to the respective parties at
            the following addresses:

                  To the Company:

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

                  To the Executive:

                  Steven L. Ford
                  11 Millstone Court
                  Morristown, New Jersey  07960

            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 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 12 (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.


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      (d)   Integration. This Agreement constitutes the entire agreement between
            the parties relating to the employment of the Executive by the
            Company or its affiliates, and supersedes any and all other
            agreements, oral or written, and all other negotiations and
            communications between the parties relating to the subject matter
            described in this Agreement, except for the Agreement Concerning
            Confidentiality and Non-Disclosure entered into between the parties.

      (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.

      (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 12(f) above. Service of
            process shall be effective when forwarded in the manner provided for
            notices in Paragraph 12(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, without regard
            to its conflicts of law principles.

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


[The next page is the signature page.]


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<PAGE>


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


                                        Innodata Isogen, Inc.


                                        By: /s/ Jack Abuhoff
                                           -------------------------------------
                                                Jack Abuhoff
                                        Its:    Chairman  of the  Board  and
                                                Chief  Executive Officer


                                            /s/ Steven L Ford
                                           -------------------------------------
                                                Steven L. Ford



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