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 March 31, 2003 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
                                           Chief Accounting Officer
                                           May 15 2003