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

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