Code of Ethics (Cont'd)

4. Accounting Practices, Books & Records and Record Retention

It is the policy of Innodata Isogen to fully and fairly disclose the financial condition of Innodata Isogen in compliance with applicable accounting principles, laws, rules and regulations and to make full, fair, accurate timely and understandable disclosure in our periodic reports filed with the Securities and Exchange Commission (U.S.) and in other communications to securities analysts, rating agencies and investors. Honest and accurate recording and reporting of information is critical to our ability to make responsible business decisions. Innodata Isogen's accounting records are relied upon to produce reports for Innodata Isogen's management, rating agencies, investors, creditors, governmental agencies and others. Our financial statements and the books and records on which they are based must accurately reflect all corporate transactions and conform to all legal and accounting requirements and our system of internal controls.

Any effort to mislead or coerce the independent auditors or a member of internal audit staff concerning issues related to audit, accounting or financial disclosure has serious legal consequences for the perpetrator, including criminal sanctions, and for Innodata Isogen and is strictly prohibited.

If you become aware of any violation of this policy, you must report the matter immediately, in writing, to Innodata Isogen's Board Ethical Conduct Administrator at:

     Innodata Isogen, Inc.
     Attention: Board Ethical Conduct Administrator
     3 University Plaza
     Hackensack, New Jersey 07601

Destroying or altering a document with the intent to impair the document's integrity or availability for use in any potential official proceeding is a crime. Prior to the destruction of corporate records, all employees must consult an appropriate manager to ensure compliance with Company policies. Documents relevant to any pending, threatened, or anticipated litigation, investigation, or audit shall not be destroyed for any reason.

5. Waiver

Any waivers of this Code may be made only by the Board Ethical Conduct Administrator to which such responsibility has been delegated.

6. Duty to Report Violations

Each employee, officer and director is responsible for promptly reporting to Innodata Isogen any circumstances that such person believes in good faith may constitute a violation of this Code, or any other Company policy, or applicable law, regulations and rules. Suspected violations may be reported (including confidential and anonymous reports) by telephone (201-488-1200) or letter to Innodata Isogen's Board Ethical Conduct Administrator at Innodata Isogen's executive offices, which are located at 3 University Plaza, Hackensack, New Jersey 07601.

Innodata Isogen will not permit or tolerate any retaliation against any individual who in good faith reports violations of this Code. While Innodata Isogen strongly prefers that any individual who wishes to make such a complaint identifies him/herself (to assist in the understanding of the concerns expressed), Innodata Isogen will accept and investigate anonymous reports of known or suspected violations. Every effort will be made to investigate confidential and anonymous reports within the confines of the limits on information or disclosure such reports entail.

7. Violations of this Code

Violations of this Code may result in, among other actions, suspension of work duties, diminution of responsibilities or demotion, termination of employment, and termination of board service.