EXHIBIT 10.37.2

Personal & Confidential

July 17, 2000

Mr. Jim Bursey
c/o JetForm Corporation
560 Rochester Street
Ottawa, Ontario   K1S 5K2

Dear Jim:

Further to the  Employment  Agreement and  Employment  Agreement  Addendum dated
February  8th,  2000,  this letter  confirms  the mutual  understanding  by both
parties that the end date of the agreement  has been amended to July 31st,  2000
for all purposes from the original  outlined end date of October 31st,  2000. As
such, this letter serves to outline the agreed terms of the Employment Agreement
based upon execution in accordance with Article 3.1 (d).

Salary Continuance

As  stipulated  in  your  Employment  Agreement,  JetForm  will  provide  salary
continuance  for the period of eighteen  (18) months  commencing  on August 1st,
2000 up to and including January 31st, 2002. The salary continuance will be paid
in thirty (36) equal  payments of $12,500,  less statutory  deductions,  for the
payroll deposits of the 15th and 30th of each month.

The salary  continuance  for the period  August  1st,  2000 up to and  including
January 31st, 2002 has been determined according to the following: o Base salary
for the period August 1st, 2000 up to including January 31st, 2002 in the amount
of $375,000 o Qualitative Incentive Guarantee paid in the amount of $75,000

Benefit Continuance

You  will be  provided  with  continuation  of your  medical,  dental  and  life
insurance  benefits  until  January  31st,  2002,  or until  otherwise  employed
full-time and eligible for benefits

Vacation Accrual

You will be  provided  with a lump sum payment of your  unused  annual  vacation
accrued up until  your end date of July  31st,  2000 on the pay period of August
15th, 2000.

Outplacement Services

JetForm  will  provide  payment to a third party  outplacement  service of up to
$15,000,  provided  that  Human  Resources  pre-approves  the  expense,  we will
consider  payment for services and networking  opportunities  which are directly
related to securing future employment.  Any approved expenses would be processed
though the JetForm  expense  reporting  process (paper copies of expense reports
would be provided for this purpose).

Expenses

Any outstanding expenses should be submitted by August 15th, 2000.

JetForm Stock Option Plan

As outlined  in your  Employment  Agreement,  article  3.1(d) all granted  stock
options  will  continue  to vest  during the  period of notice,  and you will be
eligible to exercise options up to 31 days after the end period of January 31st,
2002.

JetForm Property

As  discussed,  you will be provided  with the book value for both your  current
laptop  and PC by the  end of this  week.  Should  you  wish  to  purchase  this
equipment, a cheque should be made payable to JetForm Corporation.

Confidentiality Agreement

We remind you of the  confidentiality  agreement  that you signed on joining the
company.

Your Signature is Required

In order to provide you with the termination package as outlined in this letter,
we will require your signature,  acknowledging  your understanding and agreement
of the terms and a signed release in the form attached, and return to JetForm by
July 17th, 2000.

Please sign this copy and fax both this  letter and release to myself  directly.
If you should have any  questions  with  respect to this  letter,  please do not
hesitate to let me know.

Jim, thank you on behalf of JetForm for your contributions.

Yours truly,

Donna Morris
Vice-President, Human Resources

I agree and accept to the terms of this letter.


Employee:                           Dated:
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RELEASE AND DISCHARGE

FROM: James Bursey

TO:  JetForm Corporation

DATE: July 17, 2000

In consideration of the following paid to me:

     1.   compensation   equivalent   to  payment  for  eighteen   (18)  months,
          equivalent to $450,000 less statutory deductions;

     2.   payment of outstanding vacation balance, less statutory deductions;

     3.   payment for outplacement services up to a limit of $15,000;

I hereby  release and forever  discharge  JetForm and its  directors,  officers,
employees and agents of and from all manner of actions, causes of action, suits,
debts, duties,  accounts,  contracts,  claims and demands whatsoever which I now
have,  ever had or  hereafter  can,  shall or may have for or by  reason  of any
cause,  matter or thing whatsoever existing to the present time and arising from
my  employment  with  JetForm  or  from  the  termination  of  such  employment,
including,  without  limiting the  generality  of the  foregoing  all claims and
demands for or with  respect to salary,  remuneration,  commission,  advances on
commission, fringe benefits, vacation pay, severance allowance, termination pay,
severance pay,  notice of termination,  deferred  profit sharing plan,  employee
stock option plan,  bonus or any other  employment  benefit or fringe benefit of
any kind whatsoever.  The above-mentioned  Consideration is inclusive of any and
all  obligations  which JetForm has or might have in the future  pursuant to the
provisions of any legislation or rule of law pertaining to employment  standards
or other  obligations  of JetForm on my  termination  as an employee.  I further
agree not to make any claims  (including  without  limitation  any  cross-claim,
counter-claim,  third party  action or  application)  against  any other  person
and/or entity which might claim  contribution  or indemnity  against the persons
and/or entities discharged by this release. The above-mentioned Consideration is
inclusive of  indemnity  from the persons  and/or  entities  discharged  by this
release.

James Bursey


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Signature