<DOCUMENT>
<TYPE>PRE 14A
<SEQUENCE>1
<FILENAME>pre14a.txt
<TEXT>
<PAGE>

                                     [LOGO]

                             Three University Plaza
                              Hackensack, NJ 07601

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD NOVEMBER 14, 2003

To the Stockholders of Innodata Corporation:

         The  Annual  Meeting  of  Stockholders  of  Innodata  Corporation  (the
"Company")  will  be held  at  Innodata  Corporation,  Three  University  Plaza,
Hackensack,  New Jersey  07601 at 11:00  A.M.  on  November  14,  2003,  for the
following purposes:

(1)  To elect six  Directors of the Company to hold office until the next Annual
     Meeting of Stockholders  and until their  successors have been duly elected
     and qualified;

(2)  To ratify the selection and appointment by the Company's Board of Directors
     of Grant Thornton LLP,  independent  auditors,  as auditors for the Company
     for the year ending December 31, 2003;

(3)  To approve an amendment of the Company's  Certificate of  Incorporation  to
     change the Company's name to "Innodata Isogen, Inc."; and

(4)  To consider and transact  such other  business as may properly  come before
     the meeting or any adjournments thereof.

         A Proxy Statement,  form of Proxy, the Annual Report to Stockholders of
the Company for the year ended  December 31, 2002 and the  Financial  Report for
the six months ended June 30, 2003 are enclosed herewith. Only holders of record
of Common  Stock of the Company at the close of business on  September  22, 2003
will  be  entitled  to  notice  of and to  vote at the  Annual  Meeting  and any
adjournments  thereof. A complete list of the stockholders entitled to vote will
be available for inspection by any stockholder during the meeting;  in addition,
the list  will be open  for  examination  by any  stockholder,  for any  purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the  meeting at the office of the  Secretary  of the  Company,
located at Three University Plaza, Hackensack, New Jersey 07601.



                                           By Order of the Board of Directors,



                                           Amy R. Agress
                                           Secretary
Hackensack, New Jersey
_______________, 2003


<PAGE>

         All stockholders are cordially invited to attend the Meeting. If you do
not expect to be present,  please sign and date the  enclosed  form of Proxy and
return it promptly using the enclosed envelope. No postage is required if mailed
in the United  States.  Any person  giving a Proxy has the power to revoke it at
any time prior to its exercise and if present at the Meeting may withdraw it and
vote in person.  Attendance  at the  Meeting is limited to  stockholders,  their
proxies and invited guests of the Company.


<PAGE>

                              INNODATA CORPORATION
                             Three University Plaza
                              Hackensack, NJ 07601

                                 PROXY STATEMENT

         This Proxy Statement is furnished in connection  with the  solicitation
by the Board of Directors of Innodata  Corporation (the "Company") of proxies in
the  form  enclosed.  Such  Proxies  will be  voted  at the  Annual  Meeting  of
Stockholders of the Company to be held at Innodata Corporation, Three University
Plaza,  Hackensack,  New Jersey  07601 at 11:00 A.M. on  November  14, 2003 (the
"Meeting")  and at any  adjournments  thereof for the  purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders.

         This Proxy  Statement  and  accompanying  Proxy are being  mailed on or
about October 15, 2003 to all  stockholders of record on September 22, 2003 (the
"Record Date").

         Any stockholder  giving a Proxy has the power to revoke the same at any
time before it is voted.  The cost of  soliciting  Proxies  will be borne by the
Company. The Company has no contract or arrangement with any party in connection
with the solicitation of proxies.  Following the mailing of the Proxy materials,
solicitation  of Proxies may be made by officers and employees of the Company by
mail, telephone,  telegram or personal interview. Properly executed Proxies will
be voted in accordance  with  instructions  given by  stockholders at the places
provided  for  such  purpose  in  the   accompanying   Proxy.   Unless  contrary
instructions  are given by  stockholders,  persons  named in the proxy intend to
vote the shares represented by such Proxies for the election of the six nominees
for  director  named  herein,  for  the  selection  of  Grant  Thornton  LLP  as
independent  auditors  and  for  approval  of the  amendment  of  the  Company's
Certificate of  Incorporation  to change the Company's name. The current members
of the Board of  Directors  presently  hold voting  authority  for Common  Stock
representing an aggregate of 2,377,444 votes, or approximately  11% of the total
number of votes  eligible to be cast at the Annual  Meeting.  The members of the
Board of Directors have indicated their intention to vote  affirmatively  on all
of the proposals.

                                VOTING SECURITIES

         Stockholders  of record as of the close of  business on the Record Date
will be entitled  to notice of, and to vote at, the Meeting or any  adjournments
thereof.  On the Record Date there were 21,639,036  outstanding shares of common
stock,  par value $.01 per share (the  "Common  Stock").  Each  holder of Common
Stock is entitled to one vote for each share held by such holder.  The presence,
in person or by proxy, of the holders of a majority of the outstanding shares of
Common  Stock is  necessary  to  constitute  a quorum  at the  Meeting.  Proxies
submitted which contain  abstentions or broker  non-votes will be deemed present
at the Meeting in determining the presence of a quorum.



                                       1
<PAGE>

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets  forth,  as of  August  31,  2003,  certain
information  regarding the beneficial  ownership (as defined in Rule 13d-3 under
the  Securities  Exchange Act of 1934) of the Company's  Common Stock based upon
the most recent  information  available to the Company for (i) each person known
by the Company to own beneficially  more than five (5%) percent of the Company's
outstanding  Common  Stock,  (ii) each  director and nominee for director of the
Company,  (iii) each of the  Company's  Executive  Officers  whose total  annual
salary and bonus compensation  exceeded $100,000 in 2002, and (iv) all Executive
Officers and Directors of the Company as a group.  Unless  otherwise  indicated,
each stockholder's address is c/o Company,  Three University Plaza,  Hackensack,
New Jersey 07601.


                                           Shares Owned Beneficially (1)
                                   Amount and Nature
  Name and Address of                of Beneficial
  Beneficial Owner                     Ownership            Percent of Class

Track Data Corporation (2)             1,719,200                   8.0%

Directors:

Todd Solomon (3)                       3,062,798                  13.7%

Jack Abuhoff (4)                       2,398,392                  10.0%

Charles Goldfarb (5)                      88,297                     *

John R. Marozsan (6)                      14,999                     *

Haig S. Bagerdjian (6)                    24,999                     *

Louise C. Forlenza                         2,500                     *

Named Executive Officers:

Stephen Agress (7)                       622,105                   2.8%

Jurgen Tanpho (8)                        415,409                   1.9%

Klaas Brouwer (9)                        222,017                   1.0%

Jan Palmen (10)                          254,062                   1.1%

George Kondrach (11)                      86,199                     *

All Executive Officers and Directors
as a Group (13 persons) (12)           7,213,776                  27.7%
                                                                ------
------------
* Less than 1%.

1.       Unless  otherwise  indicated,  (i) each person has sole  investment and
         voting power with respect to the shares  indicated  and (ii) the shares
         indicated are currently outstanding shares. For purposes of this table,
         a person or group of persons is deemed to have  "beneficial  ownership"
         of any shares as of a given  date  which  such  person has the right to
         acquire  within 60 days after such date.  For purposes of computing the
         percentage  of  outstanding  shares  held by each  person  or  group of
         persons named above on a given date,  any security which such person or
         persons  has the right to  acquire  within 60 days  after  such date is
         deemed to be  outstanding  for the purpose of computing the  percentage
         ownership  of  such  person  or  persons,  but  is  not  deemed  to  be
         outstanding  for the purpose of computing the  percentage  ownership of
         any  other  person.  Subject  to the  foregoing,  the  percentages  are
         calculated based on 21,607,086 shares outstanding.

2.       The address of Track Data  Corporation  ("TDC") is 95  Rockwell  Place,
         Brooklyn,  New  York  11217.  TDC is  controlled  by Barry  Hertz,  its
         Chairman and  principal  shareholder.  The  information  above does not
         include  33,600  shares  held in a pension  plan for the benefit of Mr.
         Hertz and  exercisable  options held by Mr.  Hertz to purchase  602,168
         shares of Common Stock.  Including  such stock options and shares,  Mr.
         Hertz and TDC combined  are  beneficial  owners of 2,354,968  shares of
         common stock, representing 10.6% of the total shares outstanding.

3.       Includes  currently  exercisable  options to purchase 834,638 shares of
         Common Stock.

4.       Includes currently  exercisable options to purchase 2,262,408 shares of
         Common Stock.



                                       2
<PAGE>

5.       Includes  currently  exercisable  options to purchase  87,497 shares of
         Common Stock.

6.       Includes  currently  exercisable  options to purchase  14,999 shares of
         Common Stock.

7.       Includes  (i)  currently  exercisable  options  held by Mr.  Agress  to
         purchase 320,067 shares of Common Stock and (ii) currently  exercisable
         options held by his wife to purchase 59,998 shares of Common Stock. Mr.
         Agress disclaims beneficial ownership in the shares attributable to his
         wife.

8.       Includes  currently  exercisable  options to purchase 367,743 shares of
         Common Stock.

9.       Includes  currently  exercisable  options to purchase 201,017 shares of
         Common Stock.

10.      Consists of currently exercisable options to purchase 254,062 shares of
         common stock.

11.      Includes  currently  exercisable  options to purchase  59,372 shares of
         Common Stock

12.      Includes currently  exercisable options to purchase 4,498,799 shares of
         Common Stock.






                                       3
<PAGE>

                          ITEM I. ELECTION OF DIRECTORS

         It is the intention of the persons named in the enclosed form of Proxy,
unless  such form of Proxy  specifies  otherwise,  to  nominate  and to vote the
shares  represented by such Proxy for the election as Directors of Jack Abuhoff,
Todd Solomon, Dr. Charles F. Goldfarb,  John R. Marozsan, Haig S. Bagerdjian and
Louise C. Forlenza, to hold office until the next Annual Meeting of Stockholders
or until their respective successors shall have been duly elected and qualified.
Each of the nominees currently serves as a Director of the Company.  The Company
has no reason to believe that any of the  nominees  will become  unavailable  to
serve as Director  for any reason  before the Annual  Meeting.  However,  in the
event that any of them shall become unavailable,  each of the persons designated
as proxy  reserves  the right to  substitute  another  person of his choice when
voting at the Annual Meeting.

<TABLE>
<CAPTION>
 Name                                Age                        Position
 ----                                ---                        --------
<S>                                  <C>
 Jack Abuhoff                        42        Chairman of the Board of Directors, Chief Executive
                                               Officer and President

 Todd Solomon                        41        Vice Chairman of the Board of Directors and Consultant

 Dr. Charles F. Goldfarb             63        Director

 John R. Marozsan                    61        Director

 Haig S. Bagerdjian                  47        Director

 Louise C. Forlenza                  54        Director
</TABLE>

         Jack Abuhoff has served as President and CEO since  September 15, 1997.
He has been a Director of the Company since its  founding.  From 1995 to 1997 he
was Chief  Operating  Officer of Charles  River  Corporation,  an  international
systems  integration and outsourcing firm. From 1992 to 1994, he was employed by
Chadbourne & Parke, and engaged in Sino-American  technology joint ventures with
Goldman Sachs. He practiced  international  corporate law with White & Case from
1986 to 1992. He holds an A.B.  degree from Columbia  College  (1983) and a J.D.
degree from Harvard Law School (1986).

         Todd Solomon has been Vice Chairman and consultant to the Company since
his  resignation  as  President  and CEO on  September  15,  1997.  He served as
President  and a Director of the Company  since its founding by him in 1988.  He
had been Chief Executive Officer since August 1995. Mr. Solomon was President of
Ruck Associates,  an executive recruiting firm from 1986 until 1987. Mr. Solomon
holds an A.B. in history and physics from Columbia University (1986).

         Dr.  Charles F.  Goldfarb  has been a  Director  of the  Company  since
October 2000. Dr. Goldfarb invented SGML (Standard  Generalized Markup Language)
in 1974 and later led the team that developed it into the International Standard
(ISO 8879) on which the World Wide Web's HTML  (HyperText  Markup  Language) and
XML (Extensible  Markup Language) are based. HTML is an SGML application,  while
XML is a Web-optimized subset of SGML. Dr. Goldfarb served as Editor of the SGML
International  Standard for 20 years,  and is a consultant to developers of SGML
and XML applications and products. He is co-author of "The XML Handbook(TM)" and
author of "The SGML



                                       4
<PAGE>

Handbook"(TM) (Oxford University Press, 1990). He has been profiled in "Forbes,"
"Web Techniques," "Red Herring," and other  publications.  He holds the Printing
Industries  of  America's  Gutenberg  Award,  and is an  Honorary  Fellow of the
Society for Technical  Communication.  Dr.  Goldfarb  earned an A.B. degree from
Columbia College (1960) and a J.D. at Harvard Law School (1964).

         John R.  Marozsan  has been a Director of the Company  since June 2001.
Mr.  Marozsan  retired in 1999 as President,  Chief  Executive  Officer and as a
member of the Executive Committee of CCH Incorporated, a leading provider of tax
and  business  law  information.  In  addition,  he was a member of the Board of
Directors  of Wolters  Kluwer U.S.,  of which CCH is a wholly owned  subsidiary.
Prior to  joining  CCH in 1996,  Mr.  Marozsan  was  President  and CEO of Aspen
Publishers,  Inc.,  also  a  Wolters  Kluwer  U.S.  company.  Aspen  Publishers,
Gaithersburg,  MD, develops and markets print and electronic  books,  loose-leaf
reporting services, journals and newsletters for business professionals.  Before
becoming  President and CEO in 1986, he spent 10 years in a number of management
positions  at Aspen,  including  Editor-in-Chief  and  Publisher.  Mr.  Marozsan
received a B.S. degree in physics from Trenton State College (1967), and an M.A.
from Harvard University (1970).

         Haig S.  Bagerdjian has been a Director of the Company since June 2001.
He is the  Chairman of the Board of  Point.360  (Nasdaq:  PTSX).  Point.360 is a
provider of video and film asset  management  services to owners,  producers and
distributors of entertainment  and advertising  content.  From 1991 to 2002, Mr.
Bagerdjian held various executive  management  positions at Syncor International
Corporation (Nasdaq:  SCOR),  including Executive Vice President,  President and
CEO of Syncor Overseas, Ltd., Chairman and CEO of Syncor Pharmaceuticals,  Inc.,
Chief Legal Officer, and Senior Vice President, Business Development.  Syncor is
an international  provider of high-technology  healthcare services primarily for
radiopharmacy  and medical  imaging  segments of the  healthcare  industry.  Mr.
Bagerdjian  received a B.A. in International  Relations and Slavic Languages and
Literature,  and Certificates in Russian Studies, Strategic Defense and National
Security,  from the  University of Southern  California in 1983, and a J.D. from
Harvard Law School in 1986. He is admitted to the State Bar of  California.  Mr.
Bagerdjian has also served as a director of Advanced Machine Vision  Corporation
(Nasdaq: AMVC).

         Louise C.  Forlenza  has been a Director of the Company  since  October
2002.  Ms.  Forlenza  has, for the past 10 years,  provided  audit  consultancy,
management  advisory,  and tax planning services to a diverse group of corporate
clients.  From 1987 through 1992, she was the Chief Financial  Officer and Chief
Operating  Officer  of  Intercontinental  Exchange  Partners,  an  international
foreign  exchange  company,  and  served  as a  Director  and  as  chair  of its
International Audit Committee.  Prior to joining  Intercontinental,  she was the
Chief  Financial  Officer  of  Bierbaum-Martin,  a foreign  exchange  firm.  Ms.
Forlenza  is  a  Director  and  Audit  Committee  chair  of  Medical   Documents
International Inc., a provider of medical information,  and served as a Director
and chair of the Finance  Committee at A&M Foods. She  participates  actively in
various  not-for-profit  and  philanthropic  organizations  including as benefit
chair for Greenwich Hospital and finance committee for The Acting Company, a New
York City  based  promoter  of arts and  literacy  founded in 1972 by actor John
Houseman.  Ms.  Forlenza  is a  certified  public  accountant  and served on the
faculty of the  accounting  department of Iona College  having  graduated with a
B.B.A. in Accounting from Iona College (1971).

         There are no family relationships between or among any Directors of the
Company.  Directors  are  elected  to serve  until the next  annual  meeting  of
stockholders and until their successors are elected and qualified.



                                       5
<PAGE>

Meetings of the Board of Directors

         The  Board of  Directors  held  five  meetings  during  the year  ended
December  31,  2002.  Each  director  attended  at  least  (i) 75% of all of the
meetings  of the Board of  Directors  held during the period and (ii) 75% of the
meetings of each committee on which he served.

Committees of the Board of Directors

         The Audit Committee is comprised of Messrs. Marozsan and Bagerdjian and
Ms.  Forlenza.  The functions of the Audit Committee are among other things,  to
make recommendations  concerning the selection each year of independent auditors
of the Company, to review the effectiveness of the Company's internal accounting
methods and procedures, to consider whether the Company's principal accountant's
provision of non-audit  services is compatible  with  maintaining  the principal
accountant's   independence  and  to  determine  through  discussions  with  the
independent  auditors  whether any  instructions or limitations have been placed
upon them in connection with the scope of their audit or its implementation. The
Audit  Committee  separately  held  three  meetings  during  2002.  The Board of
Directors  had  determined   that  the  members  of  the  Audit   Committee  are
"independent" as defined in the NASDAQ Stock Market's Marketplace Rule 4200.

         The  Compensation  Committee  is comprised  of Messrs.  Bagerdjian  and
Marozsan and Ms. Forlenza. The function of the Compensation Committee is to make
recommendations to the Board of Directors  concerning the compensation  packages
for the Executive Officers of the Company, including its CEO.

         The Board of Directors does not have a Nominating Committee.

                          REPORT OF THE AUDIT COMMITTEE

         The  following  report  of the  Audit  Committee  does  not  constitute
soliciting  material and should not be deemed filed or incorporated by reference
into any other Company filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent the Company specifically incorporates
this Report by reference therein.

         The Audit Committee  operates pursuant to a written charter,  which was
approved by the full Board of  Directors on April 3, 2000.  The Audit  Committee
has implemented  procedures to ensure that during the course of each fiscal year
it devotes the attention  that it deems  necessary or appropriate to each of the
matters  assigned to it under the Audit  Committee's  charter.  To carry out its
responsibilities, the Audit Committee met three times during fiscal 2002.

         The primary  purpose of the Audit  Committee  is to assist the Board of
Directors in fulfilling its oversight  responsibilities  relating to the quality
and  integrity  of the  Company's  financial  reports  and  financial  reporting
processes  and  systems of  internal  controls.  Management  of the  Company has
primary  responsibility for the Company's  financial  statements and the overall
reporting  process,  including  maintenance of the Company's  system of internal
controls.  The Company  retains  independent  auditors who are  responsible  for
conducting  an  independent  audit of the  Company's  financial  statements,  in
accordance  with generally  accepted  auditing  standards,  and issuing a report
thereon.  In  performing  its duties,  the Audit  Committee  has  discussed  the
Company's  financial  statements with  management and the Company's  independent
auditors  and,  in issuing  this  report,  has



                                       6
<PAGE>

relied upon the responses  and  information  provided to the Audit  Committee by
management and the independent auditors.  For the fiscal year ended December 31,
2002, the Audit  Committee has (1) reviewed and discussed the audited  financial
statements with management and the Company's independent auditors; (2) discussed
with the auditors the matters  required to be disclosed by Statement on Auditing
Standards  No.  61, as  amended,  "Communication  with  Audit  Committees";  (3)
received the written  disclosures and the letter from the  independent  auditors
required  by   Independence   Standards  Board  Statement  No.  1,  as  amended,
"Independence  Discussions  with  Audit  Committees,"  and  discussed  with  the
independent auditors the independent auditors' independence.

         On the  basis of the  foregoing  reviews  and  discussions,  the  Audit
Committee  recommended  to the Board of  Directors  that the  audited  financial
statements  be  included  in the  Company's  Annual  Report on Form 10-K for the
fiscal year ended December 31, 2002, for filing with the Securities and Exchange
Commission.  The Audit  Committee has also  recommended,  subject to shareholder
approval, the selection of the Company's independent auditors.

                                 Audit Committee

                           John R. Marozsan - Chairman
                               Haig S. Bagerdjian
                               Louise C. Forlenza

Fiscal 2002 Accounting Firm Fee Summary

         Set forth below is certain  information  concerning  fees billed to the
Company by Grant  Thornton LLP and its  international  affiliates  in respect of
services  provided in 2002.  As  indicated  below,  in addition to auditing  and
reviewing the Company's financial statements,  Grant Thornton LLP provided other
services in 2002. The Audit Committee has determined that the provision of these
other services is compatible with maintaining the independence of Grant Thornton
LLP.

         Audit Fees.  Grant  Thornton LLP billed the Company  aggregate  fees of
approximately  $111,000 for (1) professional  services rendered for the audit of
the annual  financial  statements  for 2002 and (2) the reviews of the financial
statements included in reports on Form 10-Q for periods within 2002.

         Financial  Information  Systems,  Design and Implementation Fees. Grant
Thornton LLP did not provide any services to the Company in 2002 relating to the
design and implementation of financial information systems.

         Other Fees.  Grant  Thornton LLP billed the Company  aggregate  fees of
approximately $21,000 for other services rendered in 2002.

Compliance with Section 16(a) of the Exchange Act

         The  Company  believes  that  during  the period  from  January 1, 2002
through  December 31, 2002 all officers,  directors and greater than ten-percent
beneficial owners complied with Section 16(a) filing requirements.



                                       7
<PAGE>

              EXECUTIVE OFFICERS AND CERTAIN SIGNIFICANT EMPLOYEES
                              WHO ARE NOT DIRECTORS

         Set forth below is information  concerning  the Executive  Officers and
certain significant employees who are not Directors.

 Name                     Age                      Position
 ----                     ---                      --------
 George Kondrach           50        Executive Vice President and President -
                                     ISOGEN International, LLC

 Stephen Agress            42        Vice President - Finance

 Klaas Brouwer             36        Vice President - Technology

 Al Girardi                37        Vice President - Strategic Communications

 Ashok Mishra              48        Vice President - Project Delivery

 Jan Palmen                48        Vice President

 Renee Swank               35        Vice President - Professional Services

 Jurgen Tanpho             38        Vice President - Operations

 Amy R. Agress             39        Secretary and General Counsel


         George  Kondrach was appointed  Executive Vice President of the Company
in  May  2003.  He  has  also  served  as  President  of  the  Company's  ISOGEN
International, LLC wholly-owned subsidiary since his appointment on December 10,
2001. Mr. Kondrach,  who in 1991 co-founded ISOGEN International,  served as its
Chairman  until April 1999 when ISOGEN was acquired by  DataChannel,  Inc. Since
1999 and until ISOGEN was acquired by the Company in December 2001, Mr. Kondrach
served  in  various  executive  management  capacities  with  DataChannel,  most
recently as Senior Vice  President  of Solutions  Architecture.  He holds a B.S.
degree in biology from Southern Methodist University (1975).

         Stephen  Agress was elected Vice  President - Finance in March 1998. He
served as Corporate  Controller  since  joining the Company in August 1995.  Mr.
Agress is a certified public accountant and had been a senior audit manager with
Deloitte & Touche for more than five years prior to his resignation in 1995. Mr.
Agress holds a B.S. in accounting from Yeshiva University (1982).

         Klaas Brouwer was elected Vice  President - Technology in July 2000. He
was Assistant Vice President for Technology from September 1998 until June 2000.
Mr. Brouwer was Chief Technical Officer and Special Projects Division Manager at
SPI Technologies,  Inc., a leading competitor of the Company,  from 1996 through
1998. From 1993 up to 1996, he served as IT Manager and member of the Management
Team of  Elsevier  Science,  responsible  for  the  implementation  of  Software
Development,  LAN, WAN and Data Centers. Mr. Brouwer holds a Bachelors Degree in
Information  Technology from the Noordelijke  Hogeschool  Leeuwarden,  a leading
university in the Netherlands (1993).

         Al  Girardi   joined  the   Company  as  Vice   President  -  Strategic
Communications in July 2002. Prior to joining the Company,  Mr. Girardi was Vice
President,  Marketing,  Communications & Brand Strategy at Antenna  Software,  a
developer of web-based, wireless CRM software applications from February 2000 to
January  2002.  From February  1999 to January  2000,  Mr.  Girardi was Managing
Director of the Corporate  Branding  Practice at Bozell Sawyer Miller (now Weber
Shandwick),  a



                                       8
<PAGE>

leading  worldwide  strategic  communications  company,  whose clients  included
General Electric, Moster.com, Unisys and Fujitsu. Prior to that, Mr. Girardi was
Vice President,  Corporate and Financial  Communications for Grey Communications
International.  Mr.  Girardi holds a B.A. from Vassar  College (1987) and an MSJ
from Northwestern University (1991).

         Ashok Mishra was elected Vice  President - Project  Delivery in October
2001 after  serving as AVP - Project  Delivery  from  November 2000 to September
2001 and General Manager of India operations from 1997 to October 2000. Prior to
joining  Innodata  in 1997,  Mr.  Mishra was Deputy  General  Manager  Switching
Production in ITI Ltd, a premier Telecom  manufacturer  in India,  where he held
various management positions in Production,  Planning, Process and Quality areas
between  1977 to 1997.  Mr.  Mishra  holds a Bachelor  of  Technology  degree in
Mechanical  Engineering  from Pantnagar  University  (1976),  certificates  from
Alcatel France Component Manufacturing Technical Training (1985), and the Indian
Institute of Management Banglore MBA program (1995).

         Jan Palmen was elected  Vice  President - Sales in February  1999.  Mr.
Palmen  was  chief  operating  officer  at SPI  Technologies,  Inc.,  a  leading
competitor of the Company,  from 1995 through 1998. Prior to SPI, he was general
manager,  production  for  Reed/Elsevier  from 1991 through  1995. He was also a
member of the steering committee for global SGML implementation. Before that, he
spent three years with United Dutch  Publishers as head of sales and  production
and two  years  with a global  management  consultancy  company  as a  strategic
consultant.  He  holds a  M.B.A.  degree  (1979)  in  marketing,  economics  and
logistics management and a B.B.A. degree (1976) in economics and marketing, both
from Erasmus University in Amsterdam.

         Renee Swank was elected Vice President -  Professional  Services in May
2003 after serving as Director of Professional Services of ISOGEN International,
LLC since it was  acquired  by the  Company  in  December  2001.  Ms.  Swank was
Director of  Professional  Services of ISOGEN  International  since 1998,  and a
Senior  Consultant  between  1996 and 1998.  Prior to that,  she  served as SGML
Specialist for a large  telecommunications  company where she supported multiple
technical publications groups distributed internationally. Ms. Swank has over 13
years of experience in business process re-engineering and the implementation of
standards-based   content   management   and   production   systems   for  large
corporations. She holds a B.S. degree from University of North Texas.

         Jurgen Tanpho was elected Vice President - Operations in March 1998. He
served in various management  capacities since joining the Company in 1991, most
recently in the position of Assistant to the President of Manila Operations.  He
holds a B.S.  degree  in  industrial  engineering  from  the  University  of the
Philippines (1986).

         Amy R. Agress was elected Secretary in June 2001 and also serves as the
Company's General Counsel.  Prior to joining Innodata, she was an associate at a
general  practice law firm in  Manhattan.  Ms.  Agress holds a J.D.  degree from
Fordham  University  School  of Law  (1989)  and a B.A.  degree  from  New  York
University (1986).

         There  are no  family  relationships  between  or among  any  Executive
Officers of the Company  except for Mr. Agress and Ms.  Agress,  who are husband
and wife. Executive Officers serve at the discretion of the Board.



                                       9
<PAGE>

                       EXECUTIVE AND DIRECTOR COMPENSATION

         The following table sets forth information with respect to compensation
paid by the Company for  services to the Company  during the three  fiscal years
ended  December  31,  2002  to the  Chief  Executive  Officer  and to all  other
Executive  Officers whose total annual salary and bonuses  exceeded  $100,000 in
2002.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                    Annual Compensation
                                                    -------------------
     Name and Position            Calendar                                         Stock Options
                                    Year           Salary             Bonus           Awarded
<S>                                 <C>          <C>               <C>               <C>
Jack Abuhoff                        2002         $ 315,600         $      --         1,139,160 (a)
Chairman of the Board of            2001           315,600                --                --
Directors, Chief Executive          2000           297,892            75,000         1,020,000
Officer and President

George Kondrach                     2002         $ 200,000         $ 10,660 (b)        150,000
President -                         2001            16,667                --                --
ISOGEN International, LLC
Subsidiary

Stephen Agress                      2002         $ 169,000         $      --                --
Vice President - Finance            2001           169,000                --           100,000
                                    2000           164,800            24,720           100,000

Klaas Brouwer                       2002         $ 101,400         $      --                --
Vice President - Technology         2001           101,400                --           100,000
                                    2000            92,950            25,097           100,000

Jan Palmen                          2002         $ 156,000         $  72,338                --
Vice President - Sales              2001           156,000            40,817           100,000
                                    2000           138,000           115,719           140,000

Jurgen Tanpho                       2002         $ 105,716         $      --                --
Vice President - Operations         2001           105,716                --           100,000
                                    2000           102,724            15,409           100,000
</TABLE>

(a)      Represents  options  granted in 1997 for which the expiration  date was
         extended from 2002 to 2007. These options are fully vested.

(b)      Represents  11,587  fully  vested  unregistered  shares of common stock
         granted pursuant to an employment agreement.

The above  compensation  does not include certain other personal  benefits,  the
total  value of which  does not  exceed as to any named  officer,  the lesser of
$50,000 or 10% of such person's cash  compensation.  The Company has not granted
any stock appreciation rights nor does it have any "long-term  incentive plans,"
other than its stock option plans.





                                       10
<PAGE>

                        OPTION GRANTS IN LAST FISCAL YEAR
                                Individual Grants

<TABLE>
<CAPTION>
                                                                                                    Potential Realized
                                                                                                     Value at Assumed
                                               Percent of                                            Annual Rates of
                         Number of           Total Options          Exercise                        Stock Appreciation
                           Options        Granted to Employees        Price     Expiration           For Option Term
Name                       Granted           In Fiscal Year        Per Share        Date            5%             10%
----                       -------           --------------        ---------        ----            --             ---
<S>                        <C>                                        <C>            <C>        <C>             <C>
Jack Abuhoff               6,672 (a)              --%                 $0.42          9/07        $   7,000      $  10,000

Jack Abuhoff             248,496 (a)              18%                 $0.50          9/07        $ 253,000      $ 352,000

Jack Abuhoff             360,000 (a)              26%                 $0.58          9/07        $ 338,000      $ 481,000

Jack Abuhoff             399,996 (a)              29%                 $1.29          9/07        $  92,000      $ 251,000

Jack Abuhoff             123,996 (a)               9%                 $0.25         12/07        $ 157,000      $ 207,000

George Kondrach          150,000 (b)              11%                 $4.00          3/07        $      --      $      --
</TABLE>

(a)      Represents  options  granted in 1997 for which the expiration  date was
         extended from 2002 to 2007.

(b)      25% of the options vest on March 31, 2003;  thereafter,  the  remainder
         vest on a linear basis over 36 months.


                 AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR;
                          FISCAL YEAR END OPTION VALUES

<TABLE>
<CAPTION>
                           Shares                         Number of Unexercised           Value of Unexercised In-the-
                          Acquired        Value        Options at Fiscal Year End       Money Options at Fiscal Year End
Name                    on Exercise      Realized       Exercisable/Unexercisable           Exercisable/Unexercisable
----                    -----------      --------       -------------------------           -------------------------
<S>                        <C>            <C>              <C>                                         <C>
Jack Abuhoff               20,988         21,407           2,049,942/446,718                           $467,398/$-

George Kondrach              -               -                    --/150,000                                  -/-

Stephen Agress               -               -                278,407/89,593                             65,040/-

Klaas Brouwer                -               -                194,407/89,593                             26,040/-

Jan Palmen                   -               -               204,070/107,930                             20,880/-

Jurgen Tanpho                -               -                326,083/89,593                             86,971/-
</TABLE>


Employment Agreements

         In  connection  with the  Company's  acquisition  of ISOGEN in December
2001,  the Company  entered into a three year  employment  agreement with George
Kondrach, ISOGEN's co-founder, to serve as the division's President. Pursuant to
the  agreement,  Mr.  Kondrach is  compensated  at a rate of $200,000 per annum,
subject to annual review for discretionary annual increases,  and is eligible to
receive an annual  cash  bonus,  the amount of which will be based upon  meeting
certain goals. In addition,  he was granted an option to purchase 150,000 shares
of the  Company's  common  stock at a price of $4.00 per share,  and was granted
11,587  unregistered  shares  of the  Company's  common  stock  as a  result  of
achieving certain financial targets.



                                       11
<PAGE>

Directors Compensation

         Messrs. Bagerdjian and Marozsan and Ms. Forlenza are compensated at the
rate of $1,250 per month, plus out-of-pocket expenses for each meeting attended.
In addition, on June 11, 2001, Messrs. Bagerdjian and Marozsan were each granted
options to purchase 40,000 shares at an exercise price of $5.59 per share.

         Dr.  Charles F. Goldfarb is  compensated at a rate of $2,000 per month,
plus out-of-pocket expenses for each meeting attended. In addition, Dr. Goldfarb
received   approximately   $1,250  and  $29,000  in  fees  for  certain  special
assignments in 2002 and 2001,  respectively,  and was granted options in 2001 to
purchase 40,000 shares at an exercise price of $5.44 per share.

         The  Company  has an  arrangement  with Mr.  Todd  Solomon,  its former
President and CEO, that provides for a salary of $75,000 per annum. In addition,
Mr.  Solomon  was  granted  options  in 2001 to  purchase  176,000  shares at an
exercise  price of $5.44 per share.  Mr.  Solomon serves as Vice Chairman of the
Board  and in  certain  capacities  as  designated  by the CEO or the  Board  of
Directors.

Compensation   Committee  Interlocks and Insider Participation

         Through September 10, 2002, the compensation committee was comprised of
Messrs. Bagerdjian,  Solomon, and Marozsan, none of whom are currently executive
officers of the Company.  The Company has an arrangement  with Mr. Solomon,  who
served as President and Chief Executive Officer of the Company through September
1977, which provides for a current salary of $75,000 per annum. On September 11,
2002,  Mr.  Solomon  resigned as a member of the  Committee  and was replaced by
Louise Forlenza.

Report of the Executive Compensation Committee

         The Executive Compensation Committee of the Board of Directors sets and
administers the policies governing annual compensation of Executive Officers and
the Chief Executive Officer, including cash compensation and equity compensation
programs. The Executive Compensation Committee consists of three directors, each
of who meets the  independence  requirements  of the Nasdaq  Stock  Market.  The
Executive Compensation Committee acts pursuant to a charter that was approved by
the full Board of Directors on December 16, 2002.

         Annual  Compensation  of  Executive  Officers.  We make  determinations
regarding our Executive Officers'  compensation annually in part by reference to
compensation  practices  at  companies  we view  as our  peers  and the  overall
competitive  environment for executives and the level of compensation  necessary
to attract and retain  executive  talent.  In addition,  we consider (a) Company
performance,  both  separately  and in  relation to similar  companies,  (b) the
individual  performance of each Executive Officer,  (c) historical  compensation
levels and stock  awards at the  Company,  (d)  recommendations  asserted  by an
independent  compensation  consulting firm, and (d) recommendations of the Chief
Executive Officer.

         For fiscal  2002,  given the  downturn in the markets that we serve and
the impact on the Company's  revenue and operating profit results,  no incentive
bonuses  were paid to  Executive  Officers  (other than amounts paid to the Vice
President of Sales pursuant to a sales management  incentive plan).  This was in
line with  recommendations  of management.  In addition,  all Executive Officers
agreed to a pay freeze for fiscal 2002.



                                       12
<PAGE>

         Long-term Incentive Compensation. The company uses option grants as the
primary vehicle for employee stock-based compensation.  We believe stock options
align the Executive  Officers'  interests with those of stockholders in building
share value,  offer  Executive  Officers an  incentive  for the  achievement  of
superior  performance  over time,  and foster the  retention  of key  management
personnel.

         Options are typically granted annually,  although  supplemental options
are granted  occasionally.  All options  are  subject to vesting  provisions  to
encourage Executive Officers to remain employed with the company.

         We award  Executive  Officer stock  options  based upon each  Executive
Officer's relative position,  responsibilities and performance over the previous
fiscal  year  and  the  Executive  Officer's   anticipated  future  performance,
potential  and  responsibilities.  We also review  prior  option  grants to each
Executive  Officer  and to other  members of senior  management,  including  the
number of shares that continue to be subject to vesting  under their  respective
outstanding  options,  in  setting  the size of  options  to be  granted  to the
Executive Officers. The size of the option grants is not directly related to the
Company's  performance.  In addition,  we use data on stock  options  granted by
comparable  companies  based on industry and revenue  compiled by an independent
compensation  consulting  firm,  and  take  into  consideration  recommendations
asserted  by such  independent  compensation  consulting  firm.  We grant  stock
options with an exercise price per share equal to the market price of our common
stock on the date of grant.

         In fiscal 2002,  we did not approve  annual  option grants to Executive
Officers,  but did extend the  expiration  date of certain  stock options of the
Chief Executive  Officer as described  below.  In addition,  in fiscal 2002, the
Company  granted  11,587 shares of restricted  stock to a newly hired  Executive
Officer  whose  employment  contract  provided that the Company would grant such
number  of  shares  after  the  close of each of the  first,  second  and  third
financial quarters of 2002,  provided that a Company subsidiary achieved certain
financial  results.  Such financial  targets were achieved in the first quarter,
resulting in the  issuance of the first  quarter  tranche.  The second and third
tranches  were not paid as a result of  financial  milestones  not  having  been
achieved.

         Chief Executive Officer  Compensation.  Jack Abuhoff's  compensation is
determined  pursuant to the principles  noted above.  For fiscal 2002, given the
downturn in the markets  that we serve and the impact on the  Company's  revenue
and  operating  profit  results,  no  incentive  bonuses  were paid to the Chief
Executive Officer. In addition, Mr. Abuhoff requested not to receive a pay raise
in fiscal 2002.  However,  in September 2002 the Company extended the expiration
date of  vested  stock  options  of the  Chief  Executive  Officer  to  purchase
approximately  one  million  shares of the  Company's  common  stock  which were
scheduled to expire in September and December 2002. The  determination to extend
these  stock  options  was made to avoid  unnecessary  selling  pressure  on the
Company's stock and to align the Chief  Executive  Officer's  compensation  with
shareholder  value over the long  term.  As a  condition  of the  extension  Mr.
Abuhoff  agreed  that he will not,  for a period of one year from the  extension
date, sell any shares acquired upon exercise of these stock options.


                                       13
<PAGE>

                        EXECUTIVE COMPENSATION COMMITTEE

                          Haig S. Bagerdjian, Chairman
                                 Louise Forlenza
                                John R. Marozsan


                          STOCK PRICE PERFORMANCE GRAPH

         The following  performance  graph compares the cumulative  total return
(assuming  reinvestment  of  dividends)  of an  investment  of $100 in  Innodata
Corporation  on December  31, 1997  through its fiscal year ended  December  31,
2002,  to the  Nasdaq  Market  Index and the  Industry  Index for SIC Code 7374,
Information Retrieval Services.

                                  [LINE GRAPH]


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In May 2001,  the Company  entered  into an  agreement  with Mr.  Barry
Hertz,  its then  Chairman of the Board,  pursuant to which he is  continuing to
serve as a part-time employee at a salary of $2,000 per month for five years. In
addition,  the Company paid him at that time $400,000 in exchange for a six year
non-compete agreement.




                                       14
<PAGE>

ITEM II. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

         Subject to approval by the  stockholders,  the Board of  Directors  has
appointed Grant Thornton LLP as the independent  auditors to audit the financial
statements  of the Company for the fiscal year ending  December 31, 2003.  Grant
Thornton LLP has served as the  Company's  auditors for each of the fiscal years
ended since  December 31, 1997.  It is expected that a  representative  of Grant
Thornton LLP will be present at the Annual Meeting with the  opportunity to make
a statement if he desires to do so and to be available to respond to appropriate
questions from stockholders.

         In the event that the  stockholders  fail to ratify  this  appointment,
other certified public accountants will be considered upon recommendation of the
Audit Committee.  Even if this appointment is ratified,  our Board of Directors,
in its discretion,  may direct the  appointment of a new independent  accounting
firm at any time during the year, if the Board believes that such a change would
be in the best interest of the Company and its stockholders.


THE  BOARD  OF  DIRECTORS  RECOMMENDS  THAT YOU  VOTE  FOR  RATIFICATION  OF THE
APPOINTMENT OF GRANT THORNTON LLP AS INDEPENDENT AUDITORS


ITEM III. AMENDMENT OF THE COMPANY'S  CERTIFICATE OF INCORPORATION TO CHANGE THE
          COMPANY'S NAME

         Innodata Corporation's Certificate of Incorporation currently specifies
the name of the Company as "Innodata Corporation".

         Since Innodata  Corporation  acquired Isogen  International more than a
year ago, the Company has been  steadily  expanding  the nature and level of its
relationships  with clients - providing  them new, more  comprehensive  services
that the Company's competitors cannot easily duplicate.

         To symbolize the successful transformation of the Company and to better
reflect its expanded  value to clients,  the Company has begun doing business as
Innodata  Isogen.  The Board of  Directors is proposing an amendment of Innodata
Corporation's  Certificate of  Incorporation to change the name of the Company's
name from "Innodata Corporation" to "Innodata Isogen, Inc."

         The  Board  believes   communicating  our  expanded  capabilities  more
effectively  will help the Company  compete  more  strongly and  ultimately  aid
growth.

         The company's NASDAQ trading symbol will at present remain INOD.


THE  BOARD  OF  DIRECTORS  RECOMMENDS  THAT YOU  VOTE  FOR THE  APPROVAL  OF THE
AMENDMENT OF THE COMPANY'S  CERTIFICATE OF INCORPORATION TO CHANGE THE COMPANY'S
NAME.


                                       15
<PAGE>




                                  VOTE REQUIRED

         Election of  Directors.  Directors  will be elected at the meeting by a
plurality  of the votes cast (i.e.,  the six  nominees  receiving  the  greatest
number of votes will be elected as Directors).

         Ratification   of  the   Appointment  of  Independent   Auditors.   The
appointment  of  Grant  Thornton  LLP  as  independent   auditors  requires  the
affirmative vote of a majority of the shares present in person or represented by
proxy at the meeting and entitled to vote on the matter.  Abstentions  will have
the same effect as a vote against such  ratification,  whereas broker  non-votes
and shares not  represented  at the meeting  will not be counted for purposes of
determining whether such ratification has been approved.

         Amendment of the Company's  Certificate of  Incorporation to Change the
Company's Name.  Approval of the name change requires the affirmative  vote of a
majority of the outstanding  shares of the Common Stock of the Company  entitled
to vote on the matter.  Abstentions  and shares not  represented  at the meeting
will have the same effect as a vote against the amendment.





                                       16
<PAGE>

                             EXPENSE OF SOLICITATION

         The cost of soliciting  proxies,  which also includes the  preparation,
printing  and  mailing  of the Proxy  Statement,  will be borne by the  Company.
Solicitation will be made by the Company primarily through the mail, but regular
employees  of the  Company may  solicit  proxies  personally,  by  telephone  or
telegram.  The  Company  will  request  brokers and  nominees  to obtain  voting
instructions  of  beneficial  owners of the stock  registered in their names and
will reimburse them for any expenses incurred in connection therewith.

                STOCKHOLDER PROPOSALS FOR THE 2004 ANNUAL MEETING

Notice Required to Include Proposals in Our Proxy Statement

         We will review for inclusion in next year's proxy statement shareholder
proposals  received by June 17, 2004. All proposals  must meet the  requirements
set forth in the rules and  regulations  of the SEC in order to be eligible  for
inclusion  in  the  proxy  statement.  Proposals  should  be  sent  to  Innodata
Corporation,  Three University Plaza,  Hackensack,  New Jersey 07601, Attention:
Corporate Secretary.

Notice Required to Bring Business Before an Annual Meeting

         Our by-laws  establish an advance notice  procedure for stockholders to
make  nominations  of  candidates  for  election  of  director or to bring other
business before an annual meeting.  Under these  procedures,  a stockholder that
proposes to nominate a candidate for director or propose  other  business at the
2004  annual  meeting  of  stockholders,  must  give us  written  notice of such
nomination  or proposal not less than 60 days and not more than 90 days prior to
the  scheduled  date of the meeting  (or, if less than 70 days'  notice or prior
public  disclosure of the date of the meeting is given,  then not later than the
15th day  following  the  earlier of (i) the date such notice was mailed or (ii)
the day such public  disclosure  was made).  Such notice  must  provide  certain
information  as specified  in our by-laws and must be received at our  principal
executive offices by the deadline specified above.

                                  OTHER MATTERS

         The  Company  knows of no items of  business  that are  expected  to be
presented  for  consideration  at the Annual  Meeting  which are not  enumerated
herein.  However,  if other  matters  properly  come before the  Meeting,  it is
intended  that the person named in the  accompanying  Proxy will vote thereon in
accordance with his best judgement.

         PLEASE  DATE,   SIGN  AND  RETURN  THE  PROXY  CARD  AT  YOUR  EARLIEST
CONVENIENCE IN THE ENCLOSED RETURN ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.  A PROMPT RETURN OF YOUR PROXY CARD WILL BE APPRECIATED AS IT
WILL SAVE THE EXPENSE OF FURTHER MAILINGS.

Hackensack, New Jersey                       By Order of the Board of Directors
_____________________, 2003
                                             Amy R. Agress, Secretary



                                       17
<PAGE>

                        ANNUAL MEETING OF STOCKHOLDERS OF

                              INNODATA CORPORATION

                                November 14, 2003

           Please date, sign and mail your proxy card in the envelope
                          provided as soon as possible.



PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
                  VOTE IN BLUE OR BLACK INK AS SHOWN HERE [x]


                                NOMINEES:

1. Election of Directors:       o  Jack Abuhoff
                                o  Charles F. Goldfarb
[ ] FOR ALL NOMINEES            o  John R. Marozsan
                                o  Todd Solomon
[ ] WITHHOLD AUTHORITY          o  Louise C. Forlenza
    FOR ALL NOMINEES            o  Haig S. Bagerdjian

[ ] FOR ALL EXCEPT
    (See instructions below)

                                                    FOR     AGAINST     ABSTAIN
2.   Ratification  of  the  selection  of  Grant    [ ]       [ ]          [ ]
     Thornton  LLP  as independent auditors.

3.   Approval  of the  amendment  of the Company's  [ ]       [ ]          [ ]
     Certificate  of Incorporation to change the
     Company's name.

     THE SHARES  REPRESENTED  BY THIS  PROXY,  DULY  EXECUTED,  WILL BE VOTED IN
     ACCORDANCE WITH THE  SPECIFICATIONS  MADE. IF NO SPECIFICATION IS MADE, THE
     SHARES  REPRESENTED  BY THIS  PROXY  WILL BE  VOTED IN FAVOR OF EACH OF THE
     ABOVE  NOMINEES,  FOR  SELECTION  OF  GRANT  THORNTON  LLP  AS  INDEPENDENT
     AUDITORS,  FOR APPROVAL OF THE  AMENDMENT OF THE COMPANY'S  CERTIFICATE  OF
     INCORPORATION  TO CHANGE THE COMPANY'S  NAME, AND FOR SUCH OTHER MATTERS AS
     MAY PROPERLY COME BEFORE THE MEETING AS THE PROXYHOLDERS DEEM ADVISABLE.

     TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING,  PLEASE MARK, SIGN AND
     DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.


--------------------------------------------------------------------------------
INSTRUCTION:  To withhold authority to vote for any individual nominee(s),  mark
"FOR  ALL  EXCEPT"  and  fill in the  circle  next to each  nominee  you wish to
withhold, as shown here: [ ]


--------------------------------------------------------------------------------
To  change  the  address  on your  account,  please  check  the box at right and
indicate your new address in the address  space above.  Please note that changes
to the  registered  name(s) on the account may not be submitted via this method.
[ ]

Signature of Stockholder                                        Date:
                        ---------------------------------------      -----------
Signature of Stockholder                                        Date:
                        ---------------------------------------      -----------


Note:  Please  sign  exactly as your name or names  appear on this  Proxy.  When
shares are held  jointly,  each holder  should  sign.  When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation,  please sign full corporate name by duly authorized
officer,  giving full title as such. If signer is a partnership,  please sign in
partnership name by authorized person.




<PAGE>

                              INNODATA CORPORATION

                         ANNUAL MEETING OF STOCKHOLDERS
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The  undersigned  Stockholder  of Common Stock of Innodata  Corporation
(the "Company") hereby revokes all previous proxies, acknowledges receipt of the
Notice of the Meeting of  Stockholders  to be held on  November  14,  2003,  and
hereby appoints Jack S. Abuhoff and Amy R. Agress,  and each of them, as proxies
of the  undersigned,  with full  power of  substitution,  to vote and  otherwise
represent  all of the shares of the  undersigned  in the Company at said meeting
and at any adjournments  thereof with the same effect as if the undersigned were
present and voting the  shares.  The shares  represented  by this proxy shall be
voted on the following matters and, in their discretion, upon any other business
which may properly come before said meeting.

                (Continued and to be signed on the reverse side)

</TEXT>
</DOCUMENT>
