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 Annual Report of Innodata Corporation (the
"Company") on Form 10-K for the quarter ended December 31, 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.  1350, as adopted pursuant to  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
                                        March 26, 2003