EXHIBIT 10.41

May 4, 2000

Declan Kelly
c/o JetForm Corporation
Ottawa, Ontario
K1S 5K2

Re:   Employment Agreement

     We are pleased to confirm the terms and  conditions  of the  employment  of
Declan  Kelly  ("you  or  the   "Executive")   with  JetForm   Corporation  (the
"Corporation"). The Corporation believes that it is reasonable and fair that you
receive fair treatment in the event of the termination without cause or material
adverse modification without cause of your employment.  In consideration thereof
and your employment with the Corporation (or continued  employment,  as the case
may be) you and the  Corporation  agree to the following terms and conditions of
employment.


Article I - Preamble and Interpretation


1.0 The parties agree that the Executive's  original date of employment with the
Corporation for the purposes of this agreement is February 2, 1998

1.1 The parties agree,  and represent and warrant to each other,  that the above
preamble  is true  and  accurate  and is  incorporated  into  the  terms of this
Agreement.

1.2 The headings of the Articles,  sections,  subsections and clauses herein are
inserted for  convenience  of reference only and shall not affect the meaning or
construction hereof.

1.3 For the  purposes  of this  Agreement,  the  following  terms shall have the
following meanings, respectively:

(a)  "Annual Salary" means the annual base salary of the Executive,  plus 25% of
     the targeted annual incentives  payable to the Executive by the Corporation
     at the notice of  termination or resignation is given and if an annual base
     salary and target annual incentive have not been  established,  it shall be
     calculated by multiplying the monthly salary of the Executive in effect for
     the  month  prior to the  month in  which  the  notice  of  termination  or
     resignation  is  given  by  12.   Notwithstanding  the  generality  of  the
     foregoing,  and for  greater  clarity,  Annual  Salary does not include any
     amounts paid or payable to the  Executive  or to any other  employee of the
     Corporation on account of incentive  compensation,  bonus,  profit sharing,
     stock options, loans, discounts,  commissions,  benefits allowances, or any
     other form of  compensation  or reward  based on  individual  or  Corporate
     performance.

(b)  "Change of Control"  shall  mean:  the  acquisition  by a person or persons
     acting  jointly  of  the  Corporation's   voting  shares,   such  that  the
     acquiror(s) would  beneficially own shares equal to greater than 51% of the
     votes attaching to the Corporation's voting shares

(c)  "Date of Termination" shall mean the date the Executive's active employment
     ceases,  as set  out in a  notice  of  termination  or  resignation  and as
     provided for in Article III,  regardless of whether the Executive continues
     to receive remuneration or benefits from the Corporation subsequent to that
     date,  whether by the  Executive or by the  Corporation  or by death of the
     Executive.

(d)  "Disability"  shall mean the Executive's  failure to substantially  perform
     his  duties on a  full-time  basis for a period  of six  months  out of any
     18-month  period,  where  such  failure is a result of  physical  or mental
     illness.  Without  limiting the generality of the foregoing,  the Executive
     shall be  irrevocably  deemed to be  disabled  on the date which is 60 days
     after the date on which he is entitled to receive disability payments (i.e.
     60 days after the date  which is 120 days  after the date of the  disabling
     injury), provided the Executive is receiving or is entitled to receive long
     term  disability  payments under the  applicable  benefit plan on that 60th
     day.

(e)  "Good Reason" shall mean the occurrence of any of the following without the
     Executive's  consent  (except in  connection  with the  termination  of the
     employment of the Executive for Just Cause or Disability).

     (i)     a material reduction by the Corporation of the Executive's  salary,
             benefits  or any other  form of  remuneration  or any change in the
             basis upon which the Executive's salary, benefits or any other form
             of remuneration payable by the Corporation is determined other than
             a reduction or change which occurs after the Executive has received
             three months written notice of the reduction or change, or when the
             reduction  or change  is  consistent  with  similar  reductions  or
             changes  established by the Corporation which similarly affects the
             majority of the employees of the  Corporation who are employed at a
             level similar to that of the Executive.

     (ii)    any material  breach by the  Corporation  of any provisions of this
             Agreement; or

     (iii)   the failure by the Corporation to obtain, in a form satisfactory to
             the Executive  acting  reasonably,  an effective  assumption of its
             obligations   hereunder  by  any  successor  to  the   Corporation,
             including  a  successor  to a material  portion of its  business in
             which the Executive is employed; or

     (iv)    the  Corporation  requiring the Executive to relocate to a place of
             work located greater than 100 kilometres from  Executive's  current
             place of work.

     For the  purposes of this  Article,  where the  Executive  continues in the
employ of the  Corporation  for a period of at least three (3) months  following
the  occurrence  of  any  of  the  events  listed  above  without  triggering  a
termination  for Good Reason as provided for in Article 3.1 (d),  the  Executive
shall be deemed to have  irrevocably  consented  to the  occurrence  and  cannot
thereafter trigger a termination for Good Reason based upon that occurrence.

(f)  "Just Cause" shall include:

     (i)    gross insubordination;

     (ii)   the failure or refusal by the  Executive to  substantially  perform
             his duties  according to the terms of his employment,  except where
             such acts or omissions by the Executive:

(g)  are caused by and follow an event defined herein as "Good Reason"; or

(h)  result from the Executive's Disability.

     (i)     dishonesty by the Executive affecting the Corporation;

     (ii)    use by the  Executive  of drugs  or of  alcohol  in a manner  which
             materially affects his ability to perform his employment duties;

     (iii)   any  improper  act by the  Executive  that the  Executive  knows or
             should  reasonably  know is  substantially  inconsistent  with  his
             duties as an Executive; or

     (iv)    any  material  breach by the  Executive of any  provisions  of this
             Agreement.

Article II - Duties and Compensation

2.1 The  Executive  shall  serve the  Corporation  and any  subsidiaries  of the
Corporation  in such  capacity or  capacities  and shall perform such duties and
exercise  such  powers  pertaining  to  the  management  and  operation  of  the
Corporation  and any  subsidiaries  of the Corporation as may be determined from
time to time by the board of directors of the  Corporation  consistent  with the
office of the Executive. The Executive shall:

(a)  devote his full time and attention and his best efforts to the business and
     affairs of the Corporation;

(b)  perform  those  duties  that are  assigned to the  Executive  and which are
     consistent with his position,  diligently and faithfully to the best of the
     Executive's abilities and in the best interests of the Corporation;

(c)  faithfully observe and abide by all the rules,  regulations and policies of
     the Corporation applicable to the Executive,  (including without limitation
     the Corporation's policies respecting insider trading) from time to time in
     force which are brought to the  attention  of the  Executive or of which he
     should reasonably be aware; and

(d)  use  his  best  efforts  to  promote  the  interests  and  goodwill  of the
     Corporation.

2.2  Subject to Article 3 hereof,  the Annual  Salary  payable to the  Executive
shall be  determined  during  the  annual  review  process  by the  direct  line
reporting  executive  and  approved  where  applicable  by the  Chief  Executive
Officer, the President, or the Compensation Committee of the Board of Directors.

2.3 The  Executive  shall also be entitled to receive the  vacation and benefits
set forth on a basis  consistent with the  Corporation's  practice  generally in
effect for other  executives of the  Corporation  which  benefits may be amended
from time to time by the  Corporation  but subject  always to the  provisions of
Article 3 hereof.

Article III - Termination of Employment

3.1 The Executive and the  Corporation  shall have the following  obligations in
the event that the Executive's employment is terminated:

(a)  Death or Disability.  The Executive's employment shall be terminated by his
     death or Disability,  without any obligation on the  Corporation to provide
     notice  or take any  other  action.  The  rights  of the  Executive  or his
     survivors shall be as set out in the applicable benefit and insurance plans
     provided to the Executive by the Corporation during his employment.

(b)  Retirement or Resignation Other than for Good Reason.  The Executive agrees
     to provide  the  Corporation  with sixty (60) days notice in writing of his
     intention  to retire or resign his  employment  other than for Good Reason.
     This notice is for the benefit of the  Corporation  and it has the right to
     waive  all or any  part  of the  notice,  in  which  case  the  Executive's
     employment and the obligations of the  Corporation  shall cease on the date
     of  such  earlier   termination   as  provided  to  the  Executive  by  the
     Corporation, in writing.

(c)  Termination  by the  Corporation  for Just  Cause  and  Termination  by the
     Executive  Other Than for Good  Reason.  The  Corporation  has the right to
     terminate the  Executive's  employment for Just Cause and without notice or
     pay in lieu of notice. If the Executive's employment is terminated for Just
     Cause or if the Executive resigns other than for Good Reason, the Executive
     shall only be entitled to receive his base salary and unpaid  vacation  pay
     to the Date of  Termination  and he shall  have no other or  further  claim
     against the Corporation.

(d)  Termination  by the  Corporation  Other Than for Just Cause,  Disability or
     Death and Termination by the Executive for Good Reason. The Corporation may
     terminate  the  Executive's  employment  other  than for Just Cause and the
     Executive may terminate his  employment  for Good Reason by giving  written
     notice of termination.  Where the Corporation terminates the employment the
     period of notice shall be twelve (12)  months.  At the  Corporation's  sole
     discretion it may provide the Executive with pay in lieu of notice in which
     event  the  Executive's   active   employment   shall  terminate  when  the
     Corporation  advises the  Executive  that his  continued  services  are not
     required.  Pay in  lieu  of  notice  will  be  calculated  based  upon  the
     Executive's Annual Salary as of the Date of Termination and as specified in
     Article 3.2. Where the Executive terminates his employment for Good Reason,
     the termination of his active employment shall become effective on the date
     such notice is  provided  to the  Corporation  and the  Executive  shall be
     entitled to receive from the Corporation an amount equal to the pay in lieu
     of notice  which the  Executive  would have  received  had the  Corporation
     terminated his employment without Just Cause pursuant to this Article.

     Notwithstanding   that  the   Executive  may  have  received  a  notice  of
     termination or given notice of resignation, he shall remain entitled to any
     incentive   compensation,   bonus,   profit   sharing,   or  other  similar
     compensatory  plan  applicable  to him as at the date such notice is given.
     The amount of the  Executive's  entitlement to such  compensation  shall be
     pro-rated to the Date of Termination  and shall be paid to the Executive on
     the  date  that  other   employees  of  the   Corporation   are  paid  such
     compensation.

     The  Corporation  shall  take  all  necessary  steps  as  required  by  the
     provisions of the  Corporation's  Stock Option Plans so that all options to
     acquire common shares of the Corporation  held by the Executive on the Date
     of Termination  shall continue to vest during the period of notice referred
     to in this Article and the Executive shall have thirty days from the end of
     that notice  period to exercise all such vested  options.  On the 31st day,
     all unexercised options, vested or unvested, are cancelled.

     All loans from the  Corporation or its  subsidiaries to the Executive shall
     become due and payable on the Date of Termination, unless the written terms
     of the loan agreement(s) provide otherwise.

     The  Corporation  shall  provide  the  Executive  with  the job  relocation
     counselling  services of a firm acceptable to the Corporation for an amount
     not to exceed the equivalent of CDN$10,000.

     If, at the Date of  Termination,  there were any  memberships in any clubs,
     social or athletic  organizations paid for by the Corporation that were for
     the  regular  use  of  the  Executive  at  the  Date  of  Termination,  the
     Corporation will not take any action to terminate such memberships but need
     not renew any such membership that expires.

     The  Corporation  shall pay to the  Executive all  outstanding  and accrued
     vacation pay and salary to the Date of Termination.

     Upon compliance with the obligations set forth above, the Corporation shall
     have no  further  obligation  to the  Executive  under  this  Agreement  or
     otherwise and the Executive agrees that notwithstanding any other provision
     contained  herein,  the Executive  shall not have any right to commence any
     action or make any claim related to the termination of his employment.

(e)  Change  of  Control.  The  parties  agree  that  this  Agreement  will  not
     automatically  terminate  upon any Change of  Control  of the  Corporation.
     However,  the Corporation  shall have the right to terminate this Agreement
     within 90 days of the  closing  of a Change of  Control,  on 30 days  prior
     notice to the Executive (prior to the expiry of the 90 day period).  If the
     Executive's  employment is so terminated the  Corporation  shall pay to the
     Executive  the amounts as set forth in Article  3.1(d) and the  Executive's
     Termination  Date  shall be the date  which is 30 days  after the date such
     notice is given.

     The Executive  shall have the right to terminate this  Agreement  within 90
     days of the closing of a Change of Control,  on 30 days prior notice to the
     Corporation  (prior  to the  expiry of the 90 day  period)  if there is any
     adverse  material  change  in the  position,  duties,  responsibilities  or
     compensation of the Executive in the 90 day period  following the Change of
     Control  or if the person  now in  control  of the  corporation  advises in
     writing that it does not intend to honour the terms of this  Agreement.  If
     the Executive so terminates his employment the Corporation shall pay to the
     Executive  the amounts as set forth in Article  3.1(d) and the  Executive's
     Termination  Date  shall be the date  which is 30 days  after the date such
     notice is given.

3.2 The benefits  payable  under this Article III shall be paid as follows:  (a)
with respect to that portion of the Annual Salary relating to salary and related
benefits of the Executive, at the Corporation's regular pay periods and (b) with
respect to all other  amounts,  on a basis  consistent  with practices in effect
immediately  prior  to  the  Date  of  Termination.  If  the  Executive  secures
employment  after the Date of  Termination  and prior to  receiving  all amounts
owing hereunder,  the Executive shall immediately inform the Corporation and the
Corporation  shall have the right to terminate all health,  life and  disability
benefits being carried by the Corporation for the Executive.

Article IV - Non-Competition, Confidentiality and Inventions and Patents

4.1 The  Executive  shall not while an  Executive of the  Corporation  and for a
period  of  12  months  following  the  Date  of  Termination,  for  any  reason
whatsoever,   anywhere  in  North  America,   directly  or  indirectly,   either
individually  or in  partnership,  or in  conjunction  with any other persons or
corporations  as  principal,  agent,  shareholder,  employee,  advisor,  lender,
guarantor or in any other capacity whatsoever:

(a)  carry on or be engaged in or be connected  with or interested in or receive
     royalties or other  compensation  from a segment of any  business  which is
     directly or indirectly  competitive with the business of the Corporation or
     any of its subsidiaries for whom the Executive has provided services during
     the 12 months preceding the Termination Date; or

(b)  contact or solicit any  designated  customers of the  Corporation or any of
     its  subsidiaries  for the purposes of selling to the designated  customers
     any products or services which are the same as or are competitive with, the
     products or services  sold by the  Corporation  or any of its  subsidiaries
     during  the term of this  Agreement.  For the  purpose of this  section,  a
     designated  customer  means any person or entity that was a customer of the
     Corporation  or any of its  subsidiaries  in the 12  months  preceding  the
     Termination  Date.  Upon request by the Executive,  the  Corporation  shall
     provide in confidence a list of all such designated customers.

Notwithstanding the foregoing, the Executive may hold up to five per cent of the
issued and  outstanding  securities  of any  publicly  traded  company.  For the
purposes hereof, if a Change of Control occurs and the Executive's employment is
terminated  (whether by the  Corporation or the Executive)  within six months of
the Change of Control,  the  business of the  Corporation  and its  subsidiaries
shall be deemed to be the business immediately prior to the Change of Control.

4.2 The  Executive  shall not while an  Executive of the  Corporation  and for a
period of 12 months  thereafter,  directly or indirectly,  induce or solicit any
employee of the Corporation to leave employment with the Corporation.

4.3  The Executive acknowledges and agrees that:

(a)  in the course of performing his duties and  responsibilities  as an officer
     of the  Corporation,  he has had and will  continue  in the  future to have
     access to and has been and will be  entrusted  with  detailed  confidential
     information  and trade  secrets  (printed or  otherwise)  concerning  past,
     present,  future  and  contemplated  products,  services,   operations  and
     marketing   techniques   and   procedures  of  the   Corporation   and  its
     subsidiaries,  including, without limitation, information relating to past,
     present and prospective clients, customers,  suppliers and employees of the
     Corporation  and  its  subsidiaries  (collectively  "Trade  Secrets"),  the
     disclosure  of any of which to  competitors  of the  Corporation  or to the
     general  public,  or the use of same by the Executive or any  competitor of
     the Corporation or any of its subsidiaries,  would be highly detrimental to
     the interests of the Corporation;

(b)  the Executive,  while an officer and/or employee of the  Corporation,  owes
     fiduciary duties to the Corporation,  including the duty to act in the best
     interests of the Corporation; and

(c)  the right to maintain the  confidentiality of the Trade Secrets,  the right
     to preserve the goodwill of the Corporation and the right to the benefit of
     any  relationships  that  have  developed  between  the  Executive  and the
     customers,  clients  and  suppliers  of the  Corporation  by  virtue of the
     Executive's  employment with the Corporation  constitute proprietary rights
     of the Corporation, which the Corporation is entitled to protect.

In  acknowledgement  of the matters described above, the Executive hereby agrees
that he will  not,  during  the term of this  Agreement  or any time  thereafter
following the  termination of employment for any reason,  directly or indirectly
disclose  to any person or in any way make use of (other than for the benefit of
the Corporation),  in any manner,  any of the Trade Secrets,  provided that such
Trade  Secrets  shall be deemed  not to include  information  that is or becomes
generally  available to the public other than as a result of  disclosure  by the
Executive.

4.4 Any  invention  (whether  patentable  or  otherwise),  improvement,  device,
industrial  design,  copyright,  know-how or other  intellectual  or  industrial
property  developed,  invented,  created or improved by the Executive during the
term of this  Agreement  or prior to the date  hereof  while the  Executive  was
employed  by  the   Corporation  in  respect  of  the   Corporation's   business
(collectively,  the "Intellectual  Property") shall be the exclusive property of
the Corporation.  The Corporation  shall have the exclusive right to file patent
applications and to obtain patents, to register industrial designs and copyright
in the name of the Corporation in connection with the Intellectual Property. The
Executive  shall execute,  from time to time,  upon request by the  Corporation,
assignments  of the  Executive's  rights  in the  Intellectual  Property  to the
Corporation,  and shall  provide  all  necessary  assistance  in the  filing and
prosecution  of any  applications  to register the  Intellectual  Property.  The
Executive hereby waives his moral rights to the Intellectual  Property at common
law and under  section 14.1 of the Copyright  Act or successor  provisions  from
time to time,  which are  acknowledged  to include the right to the integrity of
the Intellectual  Property and the right, where reasonable in the circumstances,
to be associated with the Intellectual  Property or an author by name or under a
pseudonym  and the  right  to  remain  anonymous  when  any  translation  of the
Intellectual Property is produced, performed or published.

4.5 The  Executive  acknowledges  that a  breach  or  threatened  breach  by the
Executive  of the  provisions  of any  of  this  Article  4 will  result  in the
Corporation and its shareholders suffering irrevocable harm which is not capable
of being  calculated and which cannot be fully or adequately  compensated by the
recovery  of  damages  alone.   Accordingly,   the  Executive  agrees  that  the
Corporation  shall be  entitled  to interim  and  permanent  injunctive  relief,
specific  performance  and other  equitable  remedies,  in addition to any other
relief to which the Corporation may be entitled.

4.6 The  provisions  of this Article 4 comprise all of  Executive's  obligations
following any termination of Executive's employment with the Corporation

Article V - General

5.1  The  Executive  acknowledges  that  he has  had an  opportunity  to  obtain
independent  legal advice before  signing this  Agreement and agrees that either
such  advice has been  obtained  or that he does not wish to seek or obtain such
independent  legal  advice.  The  Executive  acknowledges  that he has read this
Agreement  and  fully  understands  the  nature  and  effect of it and the terms
contained  herein and that the said terms are fair and  reasonable and correctly
set out the Executive's position in the event of termination.

5.2 The Executive  agrees that after  termination of his employment for whatever
reason,  he will  tender his  resignation  from any  position  he may hold as an
officer of the Corporation or as an officer or director of any of its affiliated
or associated companies,  provided that doing so will not reduce or increase the
obligations of the Corporation described herein.

5.3 If any provision of this Agreement is determined to be void or unenforceable
in whole or in part,  it shall not be deemed to affect or impair the validity of
any other  provision  herein and each such  provision  is deemed to be separate,
distinct and severable.

5.4 Any notice  required or permitted to be given under this Agreement  shall be
in writing and shall be properly given if delivered by hand or mailed by prepaid
registered mail addressed as follows:

(a)  in the case of the Corporation, to:

     JetForm Corporation
     560 Rochester Street
     Ottawa, Ontario
     K1S 5K2

     Attention: Chief Executive Officer

(b)  in the case of the Executive, to:

     Declan Kelly
     c/o JetForm Corporation

or to such other  address as the parties may from time to time specify by notice
given in accordance  herewith.  Any notice so given shall be conclusively deemed
to have been given or made on the day of delivery, if delivered, or if mailed by
registered  mail,  upon the date shown on the postal return  receipt as the date
upon which the  envelope  containing  such notice was  actually  received by the
addressee provided in the event of mail disruption, delivery may only be made by
hand.

5.5 This  Agreement  shall  ensure to the  benefit  of and be  binding  upon the
Executive and his heirs,  executors and  administrators and upon the Corporation
and its successors and assigns.

5.6 Nothing  herein  derogates  from any rights the Executive may have under any
applicable  statute,  and in  particular  the  parties  agree  that the  rights,
entitlements  and benefits set out in this Agreement to be paid to the Executive
shall in no  event be less  than the  Executive's  entitlement  pursuant  to any
successor  legislation from time to time. Any payments made hereunder are agreed
to be  inclusive  of all  payments  required of the  Corporation  under the said
legislation.

5.7 This  Agreement may be amended only by an  instrument  in writing  signed by
both parties.

5.8  Neither  party may waive or shall be deemed to have waived any right it has
under this Agreement  (including  under this section)  except to the extent that
such waiver is in writing.

                                  ************

     If you are in agreement  with the foregoing  terms and  conditions,  kindly
execute  below  where  indicated  and  return  one fully  executed  copy of this
Agreement  to  the  attention  of  Human  Resources,  JetForm  Corporation,  560
Rochester Street, Ottawa, Ontario K1S 5K2

                                   Yours very truly,

                                   JETFORM CORPORATION



                                   Per:
                                       ------------------------------------
                                       Authorized Officer

                                    Accepted  and agreed  this  ________  day of
                                    _____________, 2000



                                    ---------------------------------------
                                    Declan Kelly

<PAGE>
                                                                    APPENDIX 'A'



                                  ILLUSTRATION





The  following  is an  illustration  of the  application  of the sums payable on
termination pursuant to Article 3.1(d) and 3.2.

Assume that the Executive receives the following compensation:

     (a)  base salary of $52,000;

     (b)  annual  incentive of $48,000  payable on a fiscal year basis (i.e. May
          1st to April 30th) paid to staff on August 15th following year end.

     (c)  100 stock options vest on June 1st of each calendar year.

The  Executive  receives  notice  dated  January  1st  that  his  employment  is
terminated immediately. The Executive secures other employment on May 1st.

The Termination Date is January 1st.

The Executive  will continue to receive his regular  salary to May 1st, at which
time he will be entitled to receive 50% of the balance  otherwise  payable (i.e.
50% of ($52,000 less the $17,333 paid) = $17,333.50).

The Executive, having worked 8/12 of the fiscal year will be entitled to receive
8/12 of the annual incentive, or $32,000 paid on August 15th.

The Executive will have until February 1st of the following year to exercise any
stock  options  which  vested from the date notice of  termination  was given to
December  31st  following  the notice  (i.e.  those which had vested at the date
notice was given plus the 100 options  which  vested  during the 12 month notice
period).