EXHIBIT 10.38

April 13, 2000

Kevin Francis
c/o JetForm Corporation
Ottawa, Ontario
K1S 5K2

Re:   Employment Agreement

     We are pleased to confirm the terms and  conditions  of the  employment  of
Kevin Francis ("you or the "Executive") as Chief Executive  Officer 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 May 15, 2000.

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,  payable to
     the  Executive  by  the   Corporation  at  the  notice  of  termination  or
     resignation is given and if an annual base salary has 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:

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

          (b)  result from the Executive's Disability.

     (iii)dishonesty by the Executive affecting the Corporation;

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

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

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

(g)  "TTC" means the Total Target  Compensation  and equals  Executive's  Annual
     Salary plus the annual incentive  payable if certain  specified targets are
     met. Thje  Executice's  TTC shall be provided to him in writing prior to or
     upon  execution  of  this  agreement  and  shall  be  reviewd  annually  in
     accordance with Article 2.2 hereof.

Article II - Duties and Compensation

2.2 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  Compensation
Committee of the Board of Directors and approved by 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.  All
     stock  options  held by the  Executive on his death,  vested and  unvested,
     shall  immediately  vest and be  transferred  to his surviving  spouse,  or
     absent a surviving spouse, to the Executive's Estate.

(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 of
     the Executive other than for Just Cause, the Executive on termination shall
     be entitled  to receive  the  following,  in lieu of  reasonable  notice of
     termination:

     i.   twenty-four (24) months TTC if the Executive's  performance in each of
          the completed four quarters prior to the  termination  date is greater
          than or equal to 80% of the target incentive.

     ii.  Otherwise twelve (12) months TTC

     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 $15,000.

     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 the  employment of the Executive
     shall be deemed to have been  terminated for other than Just Cause upon any
     Change of Control of the  Corporation.  In addition to the compensation set
     forth in  Article  3.1 (d) above,  all stock  options  then  granted to the
     Executive shall vest immediately upon the Change of Control.


3.3 The benefits payable after the Termination Date under this Article III shall
be paid as follows

(a)  with respect to the Annual Salary of the  Executive  referred to in Section
     3.1 at the Corporation's  regular pay periods commencing on the Termination
     Date; and

(b)  the Corporation shall continue the health, life and disability benefits, to
     the  extent  permitted  by the plans and  policies  of  insurance  from the
     Termination  Date  until  the  date  the  Executive   secures   Alternative
     Employment

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: Chair of the Board of Directors



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

     Kevin Francis
     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 the
Employment  Standards Act (Ontario) or 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 April2000


                           ------------------------------
                           Kevin Francis