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<SEC-DOCUMENT>0001144204-05-016629.txt : 20050520
<SEC-HEADER>0001144204-05-016629.hdr.sgml : 20050520
<ACCEPTANCE-DATETIME>20050520160253
ACCESSION NUMBER:		0001144204-05-016629
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20050516
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050520
DATE AS OF CHANGE:		20050520

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INNODATA ISOGEN INC
		CENTRAL INDEX KEY:			0000903651
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
		IRS NUMBER:				133475943
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1216

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-22196
		FILM NUMBER:		05848353

	BUSINESS ADDRESS:	
		STREET 1:		THREE  UNIVERSITY PLAZA
		STREET 2:		SUITE 506
		CITY:			HACKENSACK
		STATE:			NJ
		ZIP:			07601
		BUSINESS PHONE:		201 488 1200

	MAIL ADDRESS:	
		STREET 1:		THREE UNIVERSITY PLAZA
		STREET 2:		SUITE 506
		CITY:			HACKENSACK
		STATE:			NJ
		ZIP:			07601

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INNODATA CORP
		DATE OF NAME CHANGE:	19930505
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>v018860_8k.txt
<TEXT>


                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                          Date of Report: May 16, 2005

                       (Date of earliest event reported):


                              INNODATA ISOGEN, INC.
             (Exact name of registrant as specified in its charter)


          Delaware                    0-22196               13-3475943
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
     of incorporation)                                    Identification No.)


       Three University Plaza                              07601
         Hackensack, NJ 07601                             (Zip Code)
(Address of principal executive offices)


                          (201) 488-1200 (Registrant's
                     telephone number, including area code)

                                       N/A
          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[_]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[_]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[_]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))


<PAGE>


ITEM  1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

      On May 16, 2005 the Company and each of Jack Abuhoff (CEO, President and
Chairman of the Board of Directors), Stephen Agress (Vice President - Finance
and Chief Accounting Officer), and Todd Solomon (Vice Chairman of the Board of
Directors), agreed to change the initial exercise price and initial expiration
date of certain of the options owned by these respective individuals to the new
exercise price of $2.59 and to the new expiration dates set forth below. All of
these options are fully vested.

      The agreement with Jack Abuhoff relates to

      (1)   an option under the Company's 1998 Stock Option Plan to purchase
            220,000 shares with an initial exercise price of $1.56 per share and
            an initial expiration date of May 31, 2005, and provides for a new
            exercise price of $2.59 per share and that the option will expire as
            to 44,000 shares on May 31 of each of the five years commencing 2009
            and ending 2013; and to

      (2)   an option under the Company's 1998 Stock Option Plan to purchase
            770,000 shares with an initial exercise price of $2.25 per share and
            an initial expiration date of October 8, 2005, and provides for a
            new exercise price of $2.59 per share and that the option will
            expire as to 154,000 shares on September 30 of each of the four
            years commencing 2009 and ending 2012, and as to 154,000 shares on
            March 31, 2014.

            The agreement with Stephen Agress relates to an option under the
            Company's 1996 Stock Option Plan to purchase 100,000 shares with an
            initial exercise price of $1.56 per share and an initial expiration
            date of May 31, 2005, and provides for a new exercise price of $2.59
            per share and that the option will expire as to 20,000 shares on May
            31 of each of the five years commencing 2009 and ending 2013. In
            addition, the Company and Amy Agress (Vice President and General
            Counsel) agreed to change the initial exercise price and initial
            expiration date of 24,000 options owned by Amy Agress. Amy Agress is
            the wife of Stephen Agress. Stephen Agress disclaims beneficial
            ownership of options owned by his wife.

            The agreement with Todd Solomon relates to an option under the
            Company's 1998 Stock Option Plan to purchase 176,000 shares with an
            initial exercise price of $1.56 per share and an initial expiration
            date of May 31, 2005, and provides for a new exercise price of $2.59
            per share and that the option will expire as to 35,000 shares on May
            31 of each of the four years commencing 2009 and ending 2012 and as
            to 36,000 shares on May 31, 2013.

      Each of Jack Abuhoff, Stephen Agress and Todd Solomon agreed not to sell,
pledge or otherwise dispose of any of the shares of common stock received upon
exercise of his respective option(s) referred to above until the earlier to
occur of (i) May 16, 2007; (ii) the first day on which the closing market price
for the Company's stock is at least $5.00 per share for ten consecutive trading
days; or (iii) the termination of his employment or directorship (as applicable)
with the Company either (A) by the Company, for reasons other than "for cause";
or (B) by the option holder, upon mutual agreement between the option holder and
the Company.

      Mr. Abuhoff further agreed to pay to the Company any pre-tax net profit
earned from the sale of the shares of common stock received upon exercise of his
options set forth above if he directly or indirectly competes with the Company
or solicits Company customers or clients during the period from May 16, 2005
until the first anniversary of the termination of his employment for any reason.

      The foregoing summary is qualified by reference to the forms of the new
exercise price and expiration date agreements that are filed as exhibits
herewith.


                                       2
<PAGE>


ITEM  9.01. Financial Statements and Exhibits


(c) Exhibits

- --------------------------------------------------------------------------------
10.1. 1996 Stock Option Plan                    Incorporated herein by reference
                                                from Exhibit A to Definitive
                                                Proxy dated November 7, 1996
- --------------------------------------------------------------------------------
10.2. 1998 Stock Option Plan                    Incorporated herein by reference
                                                from Exhibit A to Definitive
                                                Proxy dated November 5, 1998
- --------------------------------------------------------------------------------
10.3. Form of 1996 Stock Option Agreement       Filed herewith
- --------------------------------------------------------------------------------
10.4. Form of 1998 Stock Option Agreement       Filed herewith
- --------------------------------------------------------------------------------
10.5. Form of new exercise price and            Filed herewith
      expiration date agreement for each
      of Stephen Agress and Todd Solomon
- --------------------------------------------------------------------------------
10.6. Form of new exercise price and            Filed herewith
      expiration date agreement for
      Jack Abuhoff
- --------------------------------------------------------------------------------


                                   SIGNATURES
                                   ----------

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                INNODATA ISOGEN, INC.



Date:  May 20, 2005                        By:  /s/ Stephen Agress
                                                --------------------------------
                                                    Stephen Agress
                                                    Vice President, Finance


                                       3
<PAGE>


                                INDEX TO EXHIBITS

- --------------------------------------------------------------------------------
10.1. 1996 Stock Option Plan                    Incorporated herein by reference
                                                from Exhibit A to Definitive
                                                Proxy dated November 7, 1996
- --------------------------------------------------------------------------------
10.2. 1998 Stock Option Plan                    Incorporated herein by reference
                                                from Exhibit A to Definitive
                                                Proxy dated November 5, 1998
- --------------------------------------------------------------------------------
10.3. Form of 1996 Stock Option Agreement       Filed herewith
- --------------------------------------------------------------------------------
10.4. Form of 1998 Stock Option Agreement       Filed herewith
- --------------------------------------------------------------------------------
10.5. Form of new exercise price and            Filed herewith
      expiration date agreement for each
      of Stephen Agress and Todd Solomon
- --------------------------------------------------------------------------------
10.6. Form of new exercise price and            Filed herewith
      expiration date agreement for
      Jack Abuhoff
- --------------------------------------------------------------------------------


                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>2
<FILENAME>v018860_ex10-3.txt
<TEXT>
                                                                    EXHIBIT 10.3
                   Innodata Corporation 1996 Stock Option Plan

(Please  sign and  return  this  form to  Laurel  Louison,  95  Rockwell  Place,
Brooklyn,  NY 11217. If this signature page is not returned,  options  described
below will be cancelled.)

<<First_Name>> <<Last_Name_>>  Grant Date:            <<Grant_Date_>>
                               Shares Granted:        <<Shares_Granted>>
                               Option Price:          <<Option_Price_>>
                               Last Date to Exercise: <<Last_Date_to_Exercise_>>

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

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

         <<Vesting_>>


Exercise:
You may exercise this Option, in whole or in part, to purchase a whole number of
vested shares at any time, by following  the exercise  procedures  set up by the
Company. All exercises must take place before the Last Date to Exercise, or such
earlier date as is set out in the Plan following your death,  disability or your
ceasing to be an employee.  The number of shares you may purchase as of any date
cannot  exceed the total number of shares  vested by that date,  less any shares
you have previously acquired by exercising this Option. The Company reserves the
right to revoke options granted if your conduct and/or actions are determined by
the Board of Directors to adversely affect the Company's interests.

Employment Requirements:
The Plan sets out the terms and  conditions  that govern this grant in the event
of your  termination  of employment,  death or disability.  In the event of your
termination of employment, all further vesting of shares under this grant stops,
and all unvested  shares are canceled.  As set forth in the Plan,  you will have
(30) Days after your  employment  ceases or is suspended to exercise your vested
options,  and in the event of your death or total  disability  your  estate will
have a period of (12) months to exercise any vested options.

Taxes, Withholding and Disposition of Stock:
This  option is intended  to be an  Incentive  Stock  Option,  as defined  under
Section  422(b) of the  Internal  Revenue  Code.  In the event that the  Company
determines that any federal,  state, local or foreign tax or withholding payment
is required  relating to the exercise or sale of shares arising from this grant,
the Company  shall have the right to require such payments from you, or withhold
such amounts from other payments due to you from the Company.

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

I understand and agree to all terms listed above. By signing below I acknowledge
my agreement  to all terms and  conditions  contained  in all  previous  options
granted to me.



                                         Signature:
                                                   -----------------------------
                                                   <<First_Name>> <<Last_Name_>>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>3
<FILENAME>v018860_ex10-4.txt
<TEXT>
                                                                    EXHIBIT 10.4
                   Innodata Corporation 1998 Stock Option Plan

(Please  sign and  return  this  form to  Laurel  Louison,  95  Rockwell  Place,
Brooklyn,  NY 11217. If this signature page is not returned,  options  described
below will be cancelled.)

<<First_Name>> <<Last_Name_>>  Grant Date:            <<Grant_Date_>>
                               Shares Granted:        <<Shares_Granted>>
                               Option Price:          <<Option_Price_>>
                               Last Date to Exercise: <<Last_Date_to_Exercise_>>

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

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

         <<Vesting_>>


Exercise:
You may exercise this Option, in whole or in part, to purchase a whole number of
vested shares at any time, by following  the exercise  procedures  set up by the
Company. All exercises must take place before the Last Date to Exercise, or such
earlier date as is set out in the Plan following your death,  disability or your
ceasing to be an employee.  The number of shares you may purchase as of any date
cannot  exceed the total number of shares  vested by that date,  less any shares
you have previously acquired by exercising this Option. The Company reserves the
right to revoke options granted if your conduct and/or actions are determined by
the Board of Directors to adversely affect the Company's interests.

Employment Requirements:
The Plan sets out the terms and  conditions  that govern this grant in the event
of your  termination  of employment,  death or disability.  In the event of your
termination of employment, all further vesting of shares under this grant stops,
and all unvested  shares are canceled.  As set forth in the Plan,  you will have
(30) Days after your  employment  ceases or is suspended to exercise your vested
options,  and in the event of your death or total  disability  your  estate will
have a period of (12) months to exercise any vested options.

Taxes, Withholding and Disposition of Stock:
This  option is intended  to be an  Incentive  Stock  Option,  as defined  under
Section  422(b) of the  Internal  Revenue  Code.  In the event that the  Company
determines that any federal,  state, local or foreign tax or withholding payment
is required  relating to the exercise or sale of shares arising from this grant,
the Company  shall have the right to require such payments from you, or withhold
such amounts from other payments due to you from the Company.

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

I understand and agree to all terms listed above. By signing below I acknowledge
my agreement  to all terms and  conditions  contained  in all  previous  options
granted to me.



                                    Signature:
                                              ----------------------------------
                                              <<First_Name>> <<Last_Name_>>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>4
<FILENAME>v018860_ex10-5.txt
<TEXT>
                                                                    EXHIBIT 10.5

[Innodata Isogen Letterhead]


Re:   ______ stock options granted under the Company's ____ Stock Option Plan on
      ______ with a strike price of $_____.

Dear ___________:

This is to confirm that on May 16, 2005 the Company and you agreed as follows:

      1.    The expiration date of the above referenced  options is as set forth
            in the table below.
                 Quantity            Expiration Date




      2.    The strike price of the above referenced options is $2.59.
      3.    In addition to any other  restriction on exercise,  sale,  pledge or
            other disposition under any other provision of the Stock Option Plan
            or option agreement that relate to these options (including, without
            limitation,  the limited  period of  permitted  exercises  following
            death or other termination of employment,  and to taxes, withholding
            and  disposition  of stock set forth in the option  agreement  which
            shall  expressly   continue  to  apply  with  regard  to  the  above
            referenced options),  you shall not until the Lockup Expiration Date
            (as hereinafter  defined) sell,  pledge or otherwise  dispose of any
            shares that you at any time  acquired or will acquire on exercise of
            these options.  The "Lockup Expiration Date" is the earlier to occur
            of (i) May 16, 2007;  (ii) the first day on which the closing market
            price for the  Company's  stock is at least  $5.00 per share for ten
            (10)  consecutive  trading  days; or (iii) the  termination  of your
            employment  /  directorship  with  the  Company  either  (A)  by the
            Company,  for reasons  other than "for cause";  or (B) by you,  upon
            mutual agreement between you and the Company.
      4.    Until the Lockup  Expiration Date  certificates  for the shares that
            will be  issued  to you  upon  exercise  of  these  options  will be
            endorsed with the following  restrictive  legend, in addition to any
            other restrictive legend necessary pursuant to applicable securities
            law, or otherwise:  "The sale,  pledge or other disposition of these
            shares is  restricted  as set  forth in an  instrument  between  the
            stockholder  and  the  Company,  a copy of  which  is on file at the
            offices of the Company."

Sincerely,

Innodata Isogen, Inc.


By:
   ---------------------------

Acknowledged and Agreed

- ----------------------------------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>5
<FILENAME>v018860_ex10-6.txt
<TEXT>
                                                                    EXHIBIT 10.6

[Innodata Isogen Letterhead]


Re:   __________  stock options  granted  under the Company's  ____ Stock Option
      Plan on _________ with a strike price of $----.

Dear Mr. Abuhoff:

This is to confirm that on May 16, 2005 the Company and you agreed as follows:

1.    The expiration date of the above referenced options is as set forth in the
      table below.
                 Quantity            Expiration Date



2.    The strike price of the above referenced options is $2.59.
3.    In addition to any other  restriction on exercise,  sale,  pledge or other
      disposition  under any other  provision of the Stock Option Plan or option
      agreement that relate to these options (including, without limitation, the
      limited period of permitted exercises following death or other termination
      of  employment,  and to taxes,  withholding  and  disposition of stock set
      forth in the option agreement which shall expressly continue to apply with
      regard to the above  referenced  options),  you shall not until the Lockup
      Expiration Date (as hereinafter defined) sell, pledge or otherwise dispose
      of any shares that you at any time acquired or will acquire on exercise of
      these options. The "Lockup Expiration Date" is the earlier to occur of (i)
      May 16, 2007; (ii) the first day on which the closing market price for the
      Company's  stock is at least  $5.00  per  share  for ten (10)  consecutive
      trading days; or (iii) the termination of your employment with the Company
      either (A) by the Company,  for reasons other than "for cause";  or (B) by
      you, upon mutual agreement between you and the Company.
4.    Until the Lockup  Expiration Date certificates for the shares that will be
      issued to you upon  exercise of these  options  will be endorsed  with the
      following  restrictive legend, in addition to any other restrictive legend
      necessary pursuant to applicable securities law, or otherwise:  "The sale,
      pledge or other  disposition of these shares is restricted as set forth in
      an instrument  between the stockholder and the Company, a copy of which is
      on file at the offices of the Company."
5.    In the event that during the Restricted  Period (as  hereinafter  defined)
      you,  without  the  express  written  consent  of the  Company's  Board of
      Directors,  (i) directly or indirectly own, manage, operate or control, or
      be employed in any capacity  similar to the positions held by you with the
      Company, by any company or other for-profit entity, anywhere in the world,
      engaged in the  business of content  management  and  publishing  systems,
      consulting,   editorial,   strategic   planning   and   design   services,
      abstracting,  imaging,  digitization,  imaging,  data  conversion  and XML
      services or any other business  competitive with the Company's business at
      the time of your termination or resignation of employment, for any reason,
      with or without  cause;  (ii) directly or indirectly,  solicit,  divert or
      appropriate or attempt to solicit,  divert or appropriate any customers or
      clients  of the  Company  who or which  were  customers  or clients of the
      Company at the time of the  termination or resignation of your  employment
      from the Company and with whom you had contact with during your employment


<PAGE>


      with the  Company  and/or  about whom you  possess  confidential  or trade
      secret  information,  for  purposes of you  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 your
      termination or resignation of employment  with the Company for any reason,
      with or without  cause or (iii)  whether as an owner,  partner,  employee,
      consultant,  broker,  contractor or otherwise,  and whether  personally or
      through other  persons,  hire as an employee or retain the services of any
      employee or other person with whom you had contact during your  employment
      with the Company and/or about whom you possess confidential information or
      trade secrets as a result of your  employment  with the Company,  then, in
      addition to any other rights or remedies  that the Company shall have as a
      result  thereof under any other  agreement or otherwise and whether or not
      your actions are prohibited under any agreement or otherwise, you shall at
      the Company's  request  forthwith  account for and pay over to the Company
      any pre-tax net profit  earned by you from the  exercise of these  options
      and the sale of the shares  acquired upon exercise of these  options.  The
      "Restricted  Period"  means the period  commencing  May 16, 2005 until the
      first  anniversary of the  termination  or resignation of your  employment
      with the Company, for any reason, with or without cause.

Sincerely,

Innodata Isogen, Inc.


By:
   ---------------------------

Acknowledged and Agreed

- ----------------------------------------
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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