EXHIBIT 99.2



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report of Innodata Corporation (the
"Company") on Form 10-Q for the quarter ended September 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Stephen Agress, Principal Financial Officer of the Company, certify, pursuant to
18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of
2002, that to the best of my knowledge:

1.     the Report fully complies with the requirements of section 13(a) of the
Securities Exchange Act of 1934; and

2.     the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


                                            /s/
                                           ------------------------------------
                                           Stephen Agress
                                           Vice President, Finance and
                                           Chief Accounting Officer
                                           November 12, 2002