Code of Ethics (Cont'd)

1. Conflicts of Interest

Innodata Isogen expects all employees, officers and directors to exercise good judgment and the highest ethical standards in their activities on behalf of Innodata Isogen as well as in their private activities outside Innodata Isogen. Particular care should be taken to ensure that no detriment to the interests of Innodata Isogen may result from a conflict between those interests and any personal or business interests which an individual employee, officer or director may have. In particular, every employee, officer and director has an obligation to avoid any activity, agreement, business investment or interest or other situation that causes the individual to place his or her own interests, or those of another, above his or her obligation to Innodata Isogen.

While it is not possible to describe or anticipate all the circumstances and situations that might involve a conflict of interest, conflicts may arise where an employee, officer or director, or member of his or her family:

• Solicits or accepts, directly or indirectly, from customers, suppliers or others dealing with Innodata Isogen any kind of gift or other personal, unearned benefits as a result of his or her position in Innodata Isogen (other than occasional holiday gifts or general promotional items, in either case of nominal intrinsic value);
• Has a financial interest in Innodata Isogen's competitors, customers, suppliers or others dealing with Innodata Isogen (excluding interests that are less than 2% of the outstanding securities of a publicly-traded corporation or equivalent percentage of ownership interests in an unincorporated business);
• Has a consulting, managerial or employment relationship in any capacity with a competitor, customer, supplier or others dealing with Innodata Isogen, or
• Acquires, directly or indirectly, real property, leaseholds, patents or other property or rights in which Innodata Isogen has, or the employee, officer or director knows or has reason to believe at the time of acquisition that Innodata Isogen is likely to have, an interest.

Employees, officers and directors, and members of their families are prohibited from soliciting or accepting, directly or indirectly, from customers, suppliers or others dealing with Innodata Isogen any kind of "under-the table" payment, "kickback," bribe, rebate, or other improper payment or gratuity in connection with any corporate expenditure.

Innodata Isogen's employees and officers are expected to devote their full time and attention to Company business during regular working hours and for whatever additional time may be reasonably required. Employees and officers should avoid outside business activities that divert their time and talents from Innodata Isogen's business. Innodata Isogen encourages professional activities and community involvement, but expects that employees and officers will take special care not to allow time devoted to such activities to compromise duties owed to Innodata Isogen.

2. Protection and Proper Use of Company Assets

Every employee, officer and director has a personal responsibility to protect the assets of Innodata Isogen from misuse or misappropriation. The assets of Innodata Isogen include tangible assets, such as products, equipment and facilities, as well as intangible assets, such as corporate opportunities, intellectual property, trade secrets and business information (including any nonpublic information learned as an employee, officer or director of Innodata Isogen).