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.)

<> <>  Grant Date:            <>
                               Shares Granted:        <>
                               Option Price:          <>
                               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:

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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:
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