December 20, 2002 - Innodata Corporation Adopts Shareholder Rights Plan

NEW YORK--(BUSINESS WIRE)--Dec. 20, 2002--INNODATA CORPORATION (NASDAQ: INOD), a leading global provider of digital content services, today announced that its Board of Directors has adopted a Shareholder Rights Plan.

The plan is designed to make it more likely that shareholders receive a fair price for their shares in the event of a takeover of the company.

According to Jack Abuhoff, Chairman and CEO of Innodata, "The rights plan is in general a response to current market conditions. It does not prevent a bid for the company that the board considers fair and approves. And it should encourage anyone seeking to acquire Innodata to negotiate in good faith with its board."

Under the plan, Innodata will distribute one purchase right, as a dividend, for each share of common stock of Innodata held by stockholders of record as of the close of business on December 27, 2002.

Each right that becomes exercisable will entitle its holder to pay $4 for common shares that have a then market value of $8.

The rights will become exercisable only if a person or group either acquires beneficial ownership of 15% or more of Innodata's common stock (25% in the case of certain specified executive officers) or begins a tender or exchange offer that if completed would result in beneficial ownership of this percentage of Innodata's common stock.

The rights will expire on December 26, 2012.

Additional details regarding the rights plan will be outlined in a summary to be mailed to all shareholders of record and a copy of the rights plan will be filed shortly with the Securities and Exchange Commission.

About Innodata

Innodata (www.innodata.com) is the world's largest dedicated provider of digital content services and solutions. Innodata delivers content manufacturing, content conversion, systems engineering, and education in XML and related standards to leading companies in fields as diverse as publishing, telecommunications, healthcare, and defense. Innodata's seven content manufacturing centers based in Asia provide peerless outsourced support to companies worldwide, and its ISOGEN division (www.isogen.com) offers advanced systems engineering and education at four U.S.-based solutions centers. In 2001, Fortune and Business Week each rated Innodata as one of the 100 top-performing public companies in the United States.

This release may contain certain forward-looking statements, including without limitation, statements concerning the Company's operations, economic performance, and financial condition. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words "believe," "expect," "anticipate," and other similar expressions generally identify forward-looking statements, which speak only as of their dates. These forward-looking statements are based largely on the Company's current expectations, and are subject to a number of risks and uncertainties, including without limitation, changes in external market factors, the ability and willingness of the Company's clients and prospective clients to execute business plans which give rise to requirements for digital content services and professional services in knowledge processing, difficulty in integrating and deriving synergies from acquisitions, potential undiscovered liabilities of companies that Innodata acquires, changes in the Company's business or growth strategy, the emergence of new or growing competitors, various other competitive and technological factors, and other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commission. Actual results could differ materially from the results referred to in the forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the results referred to in the forward-looking statements contained in this release will in fact occur.

CONTACT:
Innodata Corporation
Al Girardi
201/488-1200, ext. 5392
al_girardi@inod.com