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





      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

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