Exhibit 10.11

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

Re:   Stock  options (the  "Options")  granted  under the  Company's  1998 Stock
      Option Plan on November 10, 2003 to purchase an aggregate of 40,000 shares
      of common  stock with an exercise  price of $3.35.  Shares that are at any
      time  issuable or issued  under the Options are  referred to herein as the
      "Shares."

Dear Mr. Agress:

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

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

      2.    In  addition  to the  other  restrictions  on sale,  pledge or other
            disposition  set forth in the Plan and the  applicable  stock option
            agreements,  you shall not (i) until January 10, 2006 sell,  pledge,
            or otherwise dispose of more than 20,836 Shares, less any Previously
            Sold Shares (as hereinafter defined) and (ii) during each subsequent
            period from the 10th day of any calendar month to the 9th day of the
            next calendar month,  sell, pledge, or otherwise dispose of a number
            of Shares greater than (1) the Base Number (as hereinafter  defined)
            for that period, less (2) any then Previously Sold Shares.

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

      4.    The "Base  Number" is 21,669 for the period  from  January  10, 2006
            until the close of business on February 9, 2006,  and  increases  by
            833 for each succeeding  period from the 10th of each calendar month
            to the to the 9th  day of the  next  calendar  month,  so  that  for
            example,  the Base  Number for the period  from  October 10, 2007 to
            November 9, 2007 is 39,162.  From and after  November 10, 2007,  the
            Base Number shall be 40,000.

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

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

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

Please  sign the extra copy of this  letter in the space  below and return it to
the Company to confirm your  understanding  and  acceptance of the terms of this
letter.

Sincerely,

Innodata Isogen, Inc.


By: Jack Abuhoff
    Chief Executive Officer


Acknowledged and Agreed:


---------------------------------
Stephen Agress