EXHIBIT 10.28.1

                              TERMINATION AGREEMENT

     Agreement made as of the 1st day of December,  1999, by and between JetForm
Corporation,  560 Rochester Street, Ottawa, Ontario, K1S 5K2 (the "Company") and
John Kelly, 23 Hyde Park Way, Nepean, Ontario, K2G 5R7 ("Kelly").

     WHEREAS  Kelly has served as a senior  executive of the Company  since 1994
and Kelly and the Company have agreed to  terminate  Kelly's  employment  in the
Company;

     AND WHEREAS  Kelly and the Company have  entered  into an  agreement  dated
August  11,  1994  which  Agreement  was  amended  on  September  26,  1998 (the
"Agreement") and wish to set out the parties'  respective rights and obligations
under the Agreement as a result of Kelly's  termination of his  employment  with
the Company.

     NOW THEREFORE for the reasons set forth above and in  consideration  of the
mutual  premises and  covenants  contained  herein,  and other good and valuable
consideration,  the receipt and sufficiency of which hereby are acknowledged, it
is hereby agreed as follows:

1.   Kelly's employment with the Company shall terminate on the date hereof.

2.   Notwithstanding  such  termination,  the  Company  will pay to Kelly (a) an
     annual  amount of $455,000 for three years  commencing  on the date hereof,
     which will be payable in arrears by direct  deposit to Kelly's bank account
     on the Company's  regular  mid-month  and end of month pay date  commencing
     with the first pay in December 1999. In addition, the Company will continue
     (i) all  health  benefits  for the  earlier of three  years or until  Kelly
     obtains  full time  employment  (Kelly  shall  notify the Company upon such
     event);  (ii) a car  allowance  of  $1,000  per month for a period of three
     years;  and (iii) stock options granted to and currently vested or unvested
     by Kelly shall  continue to be held by Kelly as though Kelly had  continued
     to have been  employed by the Company.  Kelly shall also be entitled to job
     relocation  counseling  services which shall include business and financial
     planning in an amount not to exceed $30,000.

3.   Notwithstanding  Kelly's  termination,  in the event the  Company  pays its
     Chief Executive Officer (i) incentive  compensation on account of profit or
     customer  satisfaction,  or (ii) benefits  allowance whether in the form of
     base salary or  otherwise,  for all or any portion of the three year period
     following the date hereof,  Kelly shall be entitled to receive compensation
     in the same percentages  earned of profit or customer  satisfaction  and/or
     benefits allowance,  same terms and timing as the Company's Chief Executive
     Officer  based on an  aggregate  annual  incentive  to  Kelly  of  $185,000
     (profit) and $10,000 (customer  satisfaction) and $22,750 to Kelly based on
     a benefits allowance. Kelly's entitlement hereunder shall be payable as and
     when paid to the Company's Chief Executive Officer.

4.   All amounts stated herein are before taxes.  The Company shall withhold and
     remit all taxes and  statutory  withholdings  and any other  taxes based on
     Kelly's income as though Kelly was an employee during the Agreement.

5.   Article IV of the  Agreement  as amended  shall  continue in full force and
     effect.

6.   The validity,  construction  and enforce ability of this Agreement shall be
     governed  in all  respects  by the laws of  Ontario  and the laws of Canada
     applicable therein.

7.   Kelly  acknowledges  and agrees  that it will be  difficult  to compute the
     amount of damage or loss to the Company if he violates this Agreement, that
     Company  will not have an  adequate  legal  remedy  if Kelly  violates  the
     provisions  of this  Agreement  and  that  any such  violation  will  cause
     substantial irreparable injury and damage to the Company.  Therefore, Kelly
     agrees that,  in the event of any violation by him of this  Agreement,  the
     Company shall, in addition to damages, be entitled to specific performance,
     injunctive, or other equitable relief, of either a preliminary or permanent
     type.

8.   Prior to any disclosure by the Company to the public,  Kelly agrees to keep
     all terms of this  Agreement  confidential  except  for any  disclosure  to
     financial advisors.

     IN WITNESS  WHEREOF,  the Company and Kelly have executed this  Termination
Agreement as of the date first written above.

                                       JETFORM CORPORATION

                                       By:
                                          --------------------------------------
                                       Title:
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Witness as to the signature of         JOHN KELLY
John Kelly