EXHIBIT C


                  Summary of Rights to Purchase Preferred Stock


Introduction

               On December 16, 2002, the Board of Directors of our Company,
Innodata Corporation, a Delaware corporation, declared a dividend of one
preferred share purchase right (a "Right") for each outstanding share of common
stock, par value $0.1 per share. The dividend is payable on December 27, 2002 to
the stockholders of record as of the close of business on December 27, 2002. The
Rights are governed by a Rights Agreement dated as of December 16, 2002 (the
"Rights Agreement"), that we entered into with American Stock Transfer & Trust
Co., as the Rights Agent.

               Our Board has adopted this Rights Agreement to protect
stockholders from coercive or otherwise unfair takeover tactics. In general
terms, it works by imposing a significant penalty upon any person or group that
acquires 15% or more of our outstanding common stock without the approval of our
Board. However, the percentage is 25% for each executive officer of our Company
that already was the beneficial owner of 9% or more of our common stock at the
time the Rights Agreement was entered into (any such person or group being
referred to as an "Exempted Person"). The Rights Agreement should not interfere
with any merger or other business combination approved by our Board.

               We have provided below a summary description of certain terms of
the Rights Agreement. Please note this summary is not complete, and should be
read together with the entire Rights Agreement. A copy of the Rights Agreement
has been filed with the Securities and Exchange Commission as an exhibit to a
Report on Form 8-K dated December 20, 2002. A copy of the agreement is available
free of charge from our Company. If there is a conflict between the summary
below and the Rights Agreement, the Rights Agreement will govern.


THE RIGHTS

               Our Board authorized the issuance of a Right with respect to each
outstanding share of common stock on December 27, 2002. The Rights will
initially trade with, and will be inseparable from, the common stock.

               Until the Distribution Date described below, the Rights will be
evidenced only by certificates that represent shares of common stock. New Rights
will accompany any new shares of common stock we issue after December 27, 2002
until the Distribution Date described below, and in certain circumstances, new
shares of common stock we issue after the Distribution Date.

               New common stock certificates we issue after December 27, 2002 as
a result of transfers of stock by existing stockholders or of new issuances by
us will contain a notation referring to the Rights and the Rights Agreement.


PURCHASE PRICE

               Each Right will allow its holder to purchase from our Company one
one-thousandth of a share of Series C Participating Preferred Stock ("Preferred
Stock") for $4.00, once the Rights become exercisable. This portion of a share
of Preferred Stock will give the stockholder approximately the same dividend,
voting, and liquidation rights as would one share of common stock. Prior to
exercise, the Right does not give its holder any dividend, voting, or
liquidation rights as a stockholder of our Company.


EXERCISABILITY

               The Rights will not be exercisable until:

               10 days after the public announcement that a person or group has
               become an "Acquiring Person" by obtaining beneficial ownership of
               15% or more of our outstanding common stock (25% in the case of
               an Exempted Person), or, if earlier,

               10 business days (or a later date determined by our Board before
               any person or group becomes an Acquiring Person) after a person
               or group begins a tender or exchange offer which, if completed,
               would result in that person or group becoming an Acquiring
               Person.

               We refer to the date when the Rights become exercisable as the
"Distribution Date." Until that date, the common stock certificates will also
evidence the Rights, and any transfer of shares of common stock will constitute
a transfer of Rights. After that date, the Rights will separate from the common
stock and be evidenced by Rights certificates that we will mail to all eligible
holders of common stock.

               Any Rights held by an Acquiring Person are void and may not be
exercised.


CONSEQUENCES OF A PERSON OR GROUP BECOMING AN ACQUIRING PERSON

               If a person or group becomes an Acquiring Person, all holders of
Rights, except the Acquiring Person, may, for a purchase price of $4.00, acquire
shares of our common stock having a market value of $8.00, based on the market
price of the common stock prior to such person or group becoming an Acquiring
Person.

               If our Company is later acquired in a merger or similar
transaction after the Distribution Date, all holders of Rights, except the
Acquiring Person, may, for a purchase price of $4.00, purchase shares of the
acquiring corporation having a market value of $8.00 based on the market price
of the acquiring corporation's stock, prior to such merger.


PREFERRED STOCK PROVISIONS

               Each share Preferred Stock, if issued:

               will not be redeemable;

               will be junior to any other series of preferred stock we may
               issue;

               will entitle the holder to quarterly dividend payments in an
               amount equal to 1,000 times the dividend, if any, paid on one
               share of common stock (so that one one-thousandth of a share of
               Preferred Stock would entitle the holder to receive a quarterly
               dividend payment that is the same as any dividend paid on one
               share of common stock);

               will entitle the holder upon liquidation to receive 1,000 times
               the payment made on one share of common stock (so that one
               one-thousandth of a share of Preferred Stock would entitle the
               holder to receive the same payment as is made on one share of
               common stock); and

               will have the same voting power as 1,000 shares of commons stock
               (so that one one-thousandth of a share of Preferred Stock would
               have the same voting rights as one share of common stock).

               The value of one one-thousandth interest in a share of Preferred
Stock should approximate the value of one share of common stock.


EXPIRATION

               The Rights will expire on December 26, 2012 or on an earlier date
if we redeem them, as discussed below.


REDEMPTION

               Our Board may redeem the Rights for $0.001 per Right at any time
before the close of business on the tenth calendar date following the date on
which any person or group becomes an Acquiring Person. If our Board redeems any
Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only
right of the holders of Rights will be to receive the redemption price of $0.001
per Right, in cash, common stock or other securities, as determined by our
Board.


ANTI-DILUTION PROVISIONS

               The Rights will have the benefit of certain customary
anti-dilution provisions.


AMENDMENTS

               The terms of the Rights Agreement may be amended by our Board
without the consent of the holders of the Rights. However, after a person or
group becomes an Acquiring Person, our Board may not amend the agreement in a
way that adversely affects holders of the Rights.