EXHIBIT 10.44

                                    JetForm
                       Streamlining Business Processes(TM)
                             DISTRIBUTION AGREEMENT

This Distribution  Agreement,  effective as of August 1st, 1999, is entered into
between JetForm Corporation, a corporation incorporated under the laws of Canada
("JetForm") and Indigo Pacific Pty. Ltd., a corporation  incorporated  under the
laws of New South Wales, Australia ("Distributor").

DEFINITIONS

1. For the purposes of this Agreement, the following terms have the meanings set
out below:

"Agreement" shall mean this Distribution Agreement.

"Distributor  Software"  means  software  excluding  all  aspects of the JetForm
Software.

"Effective Date" means August 1, 1999.

"End-user"  means a person who enters into a license or  sub-license  to use the
JetForm  Software in accordance  with  JetForm's  standard  terms and conditions
which  are in  effect  from  time to time for that  person's  internal  business
purposes and not for resale, relicensing or redistribution of any kind.

"JTSP" means JetForm Technical Support Program services set out in Schedule A as
in existence  from time to time under which  JetForm may offer  maintenance  and
support in relation to certain  JetForm  Software upon JetForm's  standard terms
and conditions which are in effect from time to time for such services.

"JetForm Services" means the JetForm services set out in Schedule A.

"JetForm Software" means,  unless otherwise specified in Schedule A, the JetForm
proprietary  software  listed in JetForm's  then current  price list,  including
related user manuals distributed by JetForm with such software.

"Remarketer"  shall mean any person or legal entity who is, subject to JetForm's
prior  written  consent  which  shall not be  unreasonably  withheld or delayed,
licensed by Distributor to sublicense the JetForm  Software and JTSP services to
End-Users.

"Territory" means those countries specified in Schedule B.


GRANT OF LICENSE

2.  Subject  in all  cases  to  Distributor's  compliance  with  all  terms  and
conditions  contained  within  this  Agreement,  JetForm  grants  Distributor  a
restricted,  non-exclusive, and non-transferable license during the term of this
Agreement:

(a)  to market,  promote  and resell in the  Territory  licenses  to the JetForm
     Software only to End-users or Remarketers;

(b)  to market,  promote and resell in the  Territory  the JTSP services only to
     End-users or Remarketers;

(c)  to use the JetForm Software solely for the purposes of demonstration,  user
     support  and  training,   with  the  right  to  sublicense  such  right  to
     Remarketers,  provided all demonstration  copies are removed by Distributor
     or Remarketer  from the  prospective  End-user's  site on the same day such
     copy was installed;

(d)  to deliver  evaluation  copies of the  JetForm  Software  to a  prospective
     End-user or  Remarketer  on a evaluation  basis  provided such prospect has
     entered into JetForm's  Software  Evaluation  Agreement  which is in effect
     from time to time, and provided further that all such evaluation copies are
     removed  by  Distributor  upon  completion  of  the  evaluation  period  or
     forty-five  (45) days from  such  delivery,  whichever  occurs  first.  Any
     evaluation  copy of the JetForm  Software  not removed and  returned to the
     Distributor  at the end of such period is deemed to be licensed and license
     fees with respect thereto shall be due to JetForm;

(e)  notwithstanding  the definition of "Territory" herein, to use the "JetForm"
     name and  trademark  only in  Australia  and  Singapore  for the purpose of
     carrying on its business as  permitted  under and in  compliance  with this
     Agreement.

3. Distributor shall not have the right to use,  sublicense or distribute in any
manner   whatsoever  the  source  code  pertaining  to  the  JetForm   Software.
Distributor  shall  have no  rights  in or to the  JetForm  Software  except  as
specifically stated herein, and JetForm or its licensors reserves all rights not
expressly granted to Distributor.

4. (a)  Distributor  shall take measures  satisfactory to JetForm to require all
End-users to comply with JetForm's  standard  terms and conditions  which are in
effect  from  time to time  for the  applicable  JetForm  Software  and/or  JTSP
services.  Distributor  agrees to obtain from  JetForm such  standard  terms and
conditions on a regular basis.

(b)  Distributor  shall take  measures  satisfactory  to JetForm to require  all
Remarketers to comply with terms and conditions which are consistent with and at
least as  protective  of JetForm as those  contained  within this  Agreement and
which  acknowledge  that  Distributor  shall  assume  sole   responsibility  and
liability vis-a-vis the End-user and/or Remarketer.

5.  Distributor  shall not rent,  lease,  use,  sublicense  or distribute in any
manner whatsoever the JetForm Software to anyone for any other purpose except as
expressly set out herein,  including without  limitation,  for use in connection
with a third party outsourcing facility or service,  service bureau arrangement,
or permit direct manual or electronic  access to anyone who infringes  JetForm's
rights therein.

6. Subject to JetForm's prior written consent, which may be withheld in the sole
and absolute  discretion of JetForm,  Distributor shall not and shall not permit
or assist others to adapt, modify,  create derivative works, recast,  translate,
shorten,  expand, reverse engineer,  decompile or in any other manner whatsoever
disassemble or modify the JetForm Software ("Modifications"). Distributor hereby
acknowledges  that all  Modifications,  whether or not authorized,  shall be the
sole and exclusive property of JetForm and Distributor shall deliver to JetForm,
all  such  Modifications  and an  assignment  of all  copyright  and  all  other
intellectual  property  interest in or to such  Modifications  and waiver of any
moral  rights  that  the  Distributor  or any  other  person  may  have in same.
Distributor will use its best efforts to prevent End-users, Remarketers, and any
other  persons or entities  from renaming and  subsequently  redistributing  the
JetForm Software.

7.  Subject to  JetForm's  rights to protect  the  JetForm  Software,  including
without limitation those rights contained within this Agreement,  if Distributor
learns of any  breach of a  sublicense  that  could  cause any damage or harm to
JetForm  or  its  third  party   licensors,   Distributor   shall  take  prompt,
commercially  reasonable  corrective  action at its expense to remedy the breach
and  obtain  all  other  appropriate  relief.  In  addition,  Distributor  shall
immediately  notify JetForm in writing of any breach and any  corrective  action
taken.  The execution of these duties by Distributor  shall not preclude JetForm
from also taking corrective action. In addition, Distributor shall, where called
upon by JetForm and at JetForm's sole option, either (i) use its best efforts to
obtain such equitable relief as is necessary under the circumstances as promptly
as is reasonably possible or (ii) assign its rights under the license to JetForm
to permit  JetForm  to seek such  equitable  relief  as is  necessary  under the
circumstances.

MARKETING

8. (a) Distributor  shall at all times during the term of this Agreement  devote
its best efforts to the  marketing,  promotion and  sublicensing  of the JetForm
Software  and the  JTSP  services  consistent  with  good  business  ethics  and
reasonable  industry  standards  and in a manner that will reflect  favorably on
JetForm and on the goodwill and reputation of JetForm.

(b) Distributor shall comply with JetForm's current marketing guidelines, a copy
of which Distributor  acknowledges it has reviewed, as updated from time to time
by JetForm.

(c) Distributor shall: (i) provide pertinent information  concerning the JetForm
Software and the JTSP services to prospective End-users and/or Remarketers; (ii)
notify  JetForm of and  explain the  circumstances  surrounding  any  complaints
received by the  Distributor  concerning  the JetForm  Software  and/or the JTSP
services;  (iii)  remain  informed,  knowledgeable  and current  concerning  the
functions,  specifications,  details and advantages of the JetForm  Software and
the JTSP services; (iv) not make any misleading and/or deceptive representations
with regard to JetForm and/or the JetForm Software and/or the JTSP services; (v)
not knowingly  publish or employ,  or cooperate in the publication or employment
of, any  misleading  and/or  deceptive  advertising  material(s)  with regard to
JetForm and/or the JetForm Software and/or the JTSP services;  and (vi) not make
any  representations,  warranties or guarantees  whatsoever to End-users  and/or
Remarketers  (prospective or otherwise),  and/or any third party with respect to
the  specifications,  features and/or capabilities of the JetForm Software which
are  inconsistent  in any manner  whatsoever  with the  published  literature or
documentation distributed by JetForm with the JetForm Software.

DELIVERY

9.  JetForm  will  deliver to  Distributor  the  JetForm  Software as ordered by
Distributor,  subject to availability,  within a reasonable period of time after
receipt of orders.

MAINTENANCE AND SUPPORT

10.  (a)  Distributor  shall  notify all  End-users  and/or  Remarketers  of the
availability of the JTSP services and the JetForm Services.  Notwithstanding the
foregoing or anything else contained  within this Agreement,  Distributor  shall
provide and be solely responsible for all End-user and/or Remarketer  first-line
technical  support  including  without  limitation  all  technical  support  via
telephone, facsimile, e-mail or any other mode of communication from an End-user
and/or  Remarketer  respecting  the  JetForm  Software.  JetForm  shall  have no
responsibility, obligation or liability whatsoever for any Distributor Software.
Distributor shall reimburse  JetForm for any travel,  living or other reasonable
out-of-pocket  expenses  incurred by JetForm in connection with provision of any
technical  support  by  JetForm.  JetForm  has  the  right  to  discontinue  the
manufacture of, and/or support for, the JetForm Software at any time in its sole
discretion.

(b)  Distributor  shall  designate  one (1)  employee  who will  function as the
technical  support  liaison to JetForm.  JetForm shall have the right to require
Distributor  (and JetForm  shall have the right to require  Distributor  to call
upon any Remarketer) to obtain additional education and training if necessary in
JetForm's   reasonable  judgment  to  enable  Distributor  (or  Remarketer,   as
applicable) to properly discharge its duties under this Agreement.

PAYMENTS

11.  Distributor  agrees to pay to JetForm  the fees as set forth in Schedule B.
Distributor  shall pay any applicable  costs of shipment of the JetForm Software
from JetForm to Distributor. All amounts for fees are payable monthly in arrears
within ninety (90) days of the end of each month in which sales occur,  with the
month  commencing  August 1, 1999. Any amounts not paid when due hereunder shall
bear  interest  at the rate of 1.5% per month  (which is  equivalent  to 18% per
annum) or the  highest  legal rate  applicable,  whichever  is lower,  until the
overdue amount, plus applicable interest is paid in full. Credit limits, if any,
shall be at JetForm's sole discretion from time to time.

12.  Distributor  shall be responsible for the payment of all duties,  taxes, or
amounts  due in lieu  thereof,  related  in any way to  performance  under  this
Agreement,  exclusive only of taxes based on JetForm's net income.  In the event
Distributor  is  required  to  withhold  tax from any  payments  due to  JetForm
hereunder,  Distributor  shall  gross up any  payments  to be made to JetForm to
ensure  that the full  amount of fees due  hereunder  is  received  by  JetForm.
Distributor shall bear the cost and risk of shipping and handling from JetForm's
location to the final  destination,  and Distributor shall reimburse JetForm for
any such costs or risks incurred by JetForm.

REPORTS AND AUDIT

13.  Distributor agrees to maintain complete and accurate records (in accordance
with generally accepted accounting principles applicable in the jurisdiction set
out herein)  relating to sublicensing by Distributor of the JetForm Software and
the JTSP  services and to submit  quarterly  forecasts  within  thirty (30) days
prior to each quarter end as to the  quantities of the JetForm  Software and the
JTSP services which  Distributor  reasonably  anticipates will be sublicensed or
otherwise  provided by  Distributor  to  End-users  and  Remarketers  under this
Agreement in the ensuing  quarter.  JetForm shall have the right,  annually,  to
appoint an independent third party to examine and audit  Distributor's  premises
to ensure  compliance with the terms of this Agreement.  Any such audit shall be
at the expense of JetForm unless the audit reveals non-compliance by Distributor
with  the  terms of this  Agreement,  in which  case the  audit  shall be at the
expense of Distributor.

TRADEMARKS AND COPYRIGHT NOTICE

14.  Distributor  disclaims  any rights or  interest in  JetForm's  intellectual
property,   including  without  limitation  the  JetForm  Software  and  JetForm
trademarks.  Distributor shall not remove any JetForm copyright notices or other
designations  that  appear or may appear in or on the  JetForm  Software  or any
related documentation,  software, advertising,  displays, media or designations.
All  copies  of the  JetForm  Software  in  whatever  form  must  contain  fully
reproduced  copyright notices,  restrictive rights legends,  proprietary notices
and other notices as contained in the JetForm Software and as shown on the media
and packaging.

15.  JetForm  hereby  grants  Distributor  a  restricted,   non-exclusive,   and
non-transferable  license  during the term of this  Agreement to  reproduce  the
JetForm  trade  names and  trademarks  identified  in  Schedule C, to be used in
accordance  with the terms of this Agreement  (which includes those contained in
Schedule C), and with appropriate ownership  attributions as set out in Schedule
C.

16.  Distributor  agrees to obtain  JetForm  approval  regarding the quality and
standards of all use and materials on which a JetForm  trademark or tradename or
other  designation  is to be used,  and JetForm may terminate this Agreement for
failure to do so.  Distributor  will  submit all such  materials  to JetForm for
approval in advance.

17. Distributor may only market the JetForm Software under the name specified by
JetForm.  Distributor  shall refer to JetForm  and the  JetForm  Software in any
advertising for Distributor Software.

OWNERSHIP AND CONFIDENTIALITY

18. (a) Distributor  hereby  acknowledges  and agrees that all right,  title and
interest in and to the JetForm  Software,  in whole or in part, in any form, and
including  all  patent,  copyright,   trademark,  trade  secret  and  all  other
intellectual  and industrial  property  rights in such JetForm  Software and the
structure,  sequence and  organization  of same,  shall belong to JetForm or its
licensors and that  Distributor's sole rights thereto shall be only those rights
granted by JetForm  pursuant to this Agreement.  Distributor  acknowledges  that
JetForm has and reserves the exclusive, worldwide right in perpetuity to protect
the JetForm Software.

(b) The JetForm  Software  includes  English language and other language JetForm
Software  to  the  extent  JetForm  makes  such  JetForm  Software  commercially
available.  Distributor  shall not  translate  or have  translated  the  JetForm
Software  except with JetForm's  prior written  consent.  JetForm shall have the
right to review and to approve  the  quality  and  standard  of such  translated
versions.  The ownership  provisions  contained in this  Agreement in respect of
JetForm  Software  shall apply to the  JetForm  Software  as  translated.  After
receiving  JetForm's prior written consent provided for above,  Distributor will
have the right to distribute  such  translated  versions in accordance with this
Agreement,  and  Distributor  will be reimbursed in the event JetForm desires to
distribute such  translated  versions.  All copyright and any other  proprietary
notices in a translated version shall be approved by JetForm.

19. (a) All documentation and information which is designated as confidential or
proprietary  or that a reasonable  person would  consider from the nature of the
information and circumstances of disclosure is confidential or proprietary which
is or has been  supplied  by  JetForm to  Distributor  in  connection  with this
Agreement  ("JetForm  Confidential  Information")  is proprietary to JetForm and
shall be held in trust and confidence for JetForm by Distributor, its employees,
agents or contractors  and shall not be disclosed by Distributor or used for any
purpose other than as permitted  under this Agreement,  without  JetForm's prior
written consent.  Distributor  agrees to use a reasonable degree of care (which,
in any case,  will not be less than the  degree of care it uses with  respect to
its own  information  of like  nature)  to  prevent  disclosure  of the  JetForm
Confidential  Information.  JetForm Confidential Information will be returned or
destroyed  by  Distributor  upon  request by  JetForm at any time,  and a senior
officer  of  Distributor  shall  certify,  by  way  of  affidavit  or  statutory
declaration,  on  behalf  of  Distributor  that  all such  JetForm  Confidential
Information has been returned or destroyed, as applicable. This section does not
apply to Confidential Information which:

     (i)    is or becomes public other than through a breach of this Agreement;

     (ii)   is known to Distributor prior to the date of this Agreement and with
            respect  to  which  Distributor  does not  have  any  obligation  of
            confidentiality;

     (iii)  is independently  developed by Distributor  without any reference to
            JetForm Confidential Information;

     (iv)   is disclosed, without obligation of confidentiality,  to Distributor
            by a  person  or  entity  not  party  to this  Agreement  and who is
            entitled  to  disclose  such   information   without   breaching  an
            obligation of confidentiality; or

     (v)    is  required to be  disclosed  by law,  whether  under an order of a
            court or  government  tribunal or other legal  process.  Distributor
            shall   require  each  of  its   employees,   contractors,   agents,
            Remarketers,  and End-users  having  access to JetForm  Confidential
            Information to comply with the above terms.

(b)  In  recognition  of the  unique  and  proprietary  nature  of  the  JetForm
Confidential  Information,  it is agreed that JetForm's remedies for a breach by
Distributor  of its  obligations  under this  section  shall be  inadequate  and
JetForm  shall,  in the event of such breach,  be entitled to equitable  relief,
including without  limitation,  injunctive relief and specific  performance,  in
addition to any other remedies provided hereunder or available at law or equity.

WARRANTIES

20. JetForm provides to Distributor only the limited warranties  provided in the
JetForm End-user license for the applicable JetForm Software in effect from time
to time. In exercising  its rights under this  Agreement,  Distributor  will not
give nor make any  warranties  or  representations  on behalf of  JetForm  as to
quality,  merchantability,  fitness for a particular use or purpose or any other
features  of the  JetForm  Software,  except for the  warranties  set out in the
preceding sentence.

21.  EXCEPT AS EXPRESSLY  STATED ABOVE,  THERE ARE NO WARRANTIES OR  CONDITIONS,
EXPRESS OR IMPLIED,  BY OPERATION OF LAW, STATUTE OR OTHERWISE,  WITH RESPECT TO
THE JETFORM SOFTWARE OR ANY OTHER PRODUCT OR SERVICE PROVIDED HEREUNDER. JETFORM
DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF  MERCHANTABILITY OR FITNESS FOR A
PARTICULAR  PURPOSE.  NO REPRESENTATION OR OTHER AFFIRMATION OF FACT,  INCLUDING
BUT NOT LIMITED TO STATEMENTS  REGARDING  PERFORMANCE  OF THE JETFORM  SOFTWARE,
WHICH IS NOT CONTAINED IN THIS AGREEMENT,  SHALL BE BINDING ON JETFORM.  SUBJECT
TO THE  LIMITED  WARRANTIES  PROVIDED IN THE  JETFORM  END-USER  LICENSE FOR THE
APPLICABLE  JETFORM  SOFTWARE IN EFFECT FROM TIME TO TIME,  JETFORM  WILL NOT BE
LIABLE FOR ANY BUG, ERROR, OMISSION, DEFECT, DEFICIENCY, OR NONCONFORMITY IN ANY
SOFTWARE  INCLUDING THE JETFORM SOFTWARE.  Distributor is solely responsible for
the  selection  of the  JETFORM  Software,  its  ability to achieve  the results
intended,  installation  and maintenance and support of the JETFORM Software and
the results  obtained by Distributor,  REMARKETERS AND any End-users from USE OF
the JETFORM Software OR ANY OTHER PRODUCT OR SERVICE PROVIDED HEREUNDER.

LIMITATION OF LIABILITY

22.  IN THE EVENT OF ANY  CLAIM  CONCERNING  PERFORMANCE  OR  NONPERFORMANCE  OF
JETFORM OR ANY CLAIM FOR BREACH OR DEFAULT BY JETFORM,  DISTRIBUTOR'S  EXCLUSIVE
REMEDY  SHALL BE THE RECOVERY OF ITS DIRECT  DAMAGES,  BUT ONLY TO THE LIMIT SET
FORTH IN THIS AGREEMENT.  THIS LIMITATION SHALL APPLY WHETHER OR NOT THE ALLEGED
BREACH  BY  JETFORM  IS  A  BREACH  OF  CONDITION,  OR  FUNDAMENTAL  TERM,  OR A
FUNDAMENTAL  BREACH.  IN NO EVENT WILL  JETFORM  BE LIABLE  FOR ANY  INCIDENTAL,
INDIRECT,  SPECIAL OR CONSEQUENTIAL  DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING
FROM LOSS OF USE, DATA OR PROFITS, DOWNTIME,  GOODWILL, DAMAGE TO OR REPLACEMENT
OF EQUIPMENT OR PROPERTY, ANY COSTS OF RECOVERING, REPROGRAMMING, OR REPRODUCING
ANY  PROGRAM  OR DATA USED IN  CONJUNCTION  WITH  JETFORM  SOFTWARE,  THE USE OR
PERFORMANCE  OF THE  JETFORM  SOFTWARE  OR OTHER  JETFORM  PROVIDED  SERVICES OR
MATERIALS,  WHETHER IN AN ACTION IN CONTRACT OR TORT  (INCLUDING BUT NOT LIMITED
TO NEGLIGENCE) OR OTHERWISE.  THIS  LIMITATION  SHALL BE INTERPRETED TO APPLY TO
JETFORM AND ITS LICENSORS.

23. JETFORM'S  AGGREGATE LIABILITY IN ANY CONNECTION WITH THIS AGREEMENT WHETHER
FOR NEGLIGENCE,  BREACH OF CONTRACT,  MISREPRESENTATION OR OTHERWISE SHALL IN NO
CIRCUMSTANCES  EXCEED THE  AMOUNTS  PAID BY  DISTRIBUTOR  TO JETFORM  UNDER THIS
AGREEMENT.  NOTHING IN THIS AGREEMENT  SHALL RESTRICT  JETFORM'S  LIABILITY IN a
manner which is expressly prohibited by aPPLICABLE statute or regulation.

24.  Distributor  hereby  represents,  warrants  and  covenants  to JetForm  the
following:

(a) Distributor has full power and authority to enter into this Agreement and to
perform each and every covenant and agreement herein contained;

(b)  this  Agreement  has  been  duly  authorized,  executed  and  delivered  by
Distributor and constitutes a valid,  binding and legally enforceable  agreement
of Distributor;

(c) the execution  and delivery of this  Agreement  and the  performance  of the
covenants  and  agreements  herein  contained  are not,  in any manner or to any
extent,  limited or restricted  by, and are not in conflict with, any commercial
arrangements,  obligations,  contract,  agreement or other  instrument  to which
Distributor is either bound or subject; and

(d) the  performance  of this  Agreement  by  Distributor  shall  not  infringe,
contravene,  breach,  interfere with, or harm, any rights of any other person or
entity  whatsoever,  including  without  limitation any  intellectual  property,
moral, confidentiality, copyright, trademark or patent rights of any nature.

INDEMNIFICATION

25.  Distributor  agrees to indemnify and save JetForm harmless from and against
any and all claims, demands, costs and liabilities (including without limitation
reasonable  legal fees) of any kind  whatsoever,  arising directly or indirectly
out of the  performance  of  software  not  supplied by  JetForm,  provision  of
services  and/or  maintenance  and  support by  Distributor  in  relation to the
JetForm Software or software not supplied by JetForm,  Distributor's performance
under   this   Agreement   (including,   without   limitation,   any  breach  of
representations   and  warranties  by  Distributor  to  JetForm)  or  claims  by
Distributor's   End-users,   Remarketers   or  any  other  persons  or  entities
whatsoever.  Upon written notice of any action against  JetForm  alleging any of
the indemnified  matters outlined in this section,  Distributor will defend that
action at its expense and pay the costs (including without limitation reasonable
legal fees) and damages and  amounts  awarded (or  settled,  as the case may be)
against JetForm in the action,  provided that Distributor shall consult with and
allow JetForm to participate in any defense and settlement negotiations.

26. If  notified  promptly  in  writing  of any  action or claim  (and all prior
related  claims)  brought  against   Distributor   alleging  that  Distributor's
distribution  of  the  JetForm  Software  under  this  Agreement  infringes  any
registered U.S. or Canadian patent or copyright, JetForm will defend that action
at its expense and will pay the costs (including without  limitation  reasonable
legal  fees)  and  damages  awarded  (or  settled,  as the case may be)  against
Distributor in the action, provided that:

(i)    JetForm shall have sole control of the defense of any such action and all
       negotiations for its settlement or compromise;

(ii)   Distributor  cooperates  fully with JetForm in its defense of the action;
       and

(iii)  JetForm shall have no liability whatsoever if the action results from the
       use of the JetForm  Software for purposes or in an environment  for which
       it was not designed,  from modification of the JetForm Software by anyone
       other  than  JetForm,  or  from  the  use  of  the  JetForm  Software  in
       combination with software or other products not supplied by JetForm.

JetForm,  at its own expense,  may,  instead of defending  such action or claim,
procure for  Distributor  the right to continue the  distribution of the JetForm
Software  or  replace  or  modify  the  JetForm  Software  so  that  it  becomes
non-infringing.

TERM AND TERMINATION

27.  This  Agreement  is in effect for five (5) years from the  Effective  Date,
unless earlier terminated as permitted under this Agreement.

28.  (I) This Agreement will terminate in the event of any of the following:

         (a)      thirty   (30)  days  after   written   notice  by  JetForm  to
                  Distributor if Distributor  has not paid to JetForm the amount
                  of the fees as specified in Schedule B in accordance  with the
                  terms of this Agreement;

         (b)      on the  thirtieth  (30th) day after one party  gives the other
                  written  notice  of a  breach  by the  other  of any  term  or
                  condition of this Agreement  unless the breach is cured before
                  that day;

         (c)      except as  otherwise  provided  for in section  36 hereof,  an
                  amalgamation,  acquisition or merger of  Distributor  with any
                  person  or  entity  who is not a party  to this  Agreement  or
                  assignment of this Agreement by Distributor,  unless consented
                  to in writing by JetForm;

         (d)      written  notice of  termination  by one party after a receiver
                  has been  appointed  in respect of the whole or a  substantial
                  part of the other's  assets or a petition in bankruptcy or for
                  liquidation is filed by or against that other, or

         (e)      written  notice  of  termination  by  JetForm  if  Distributor
                  becomes  owned or controlled  by any  government or state,  or
                  government or state agency;

         (f)      written   notice  of   termination   by  JetForm  if  currency
                  repatriation  provisions or other  currency  restrictions  are
                  imposed  by  any  government  body  which  prevent  or  unduly
                  restrict  the ability of  Distributor  to make any payments to
                  JetForm required hereunder;

         (g)      written  notice of  termination  by JetForm if  Distributor is
                  convicted of any criminal or quasi-criminal offense; or

         (h)      at  JetForm's  sole  discretion,  JetForm  may  terminate  the
                  Agreement  sixty (60) days after written  notice by JetForm to
                  Distributor  if  Distributor  fails to meet any of the  annual
                  revenue quotas as specified in Schedule B.

(II) In addition,  where, in JetForm's sole  determination,  Hugh Millikin is no
longer  actively  and  personally  involved in the  business  operations  of the
Distributor as contemplated under this Agreement, then any and all discretionary
and volume discounts  available to a Vice-President  of Sales as provided for in
Exhibit B hereto shall terminate with immediate effect.

(III) In addition,  JetForm may  terminate  the license  granted to  Distributor
under section 2(e) of this Agreement in the event of any of the following:

        (a)      upon written notice by JetForm to Distributor  if, in JetForm's
                 sole  determination,  Hugh  Millikin is no longer  actively and
                 personally   involved  in  the  business   operations   of  the
                 Distributor as contemplated under this Agreement;

        (b)      sixty (60) days after written  notice by JetForm to Distributor
                 if  Distributor  fails to meet any of the annual revenue quotas
                 as specified in Schedule B; or

        (c)      ninety (90) days after written notice by JetForm to Distributor
                 terminating  for  convenience,  and where JetForm so terminates
                 such license:

                 (i)    in the first or second year of this  Agreement,  JetForm
                        shall pay to  Distributor an amount equal to the greater
                        of (A)  $225,000.00;  and (B)  $100,00.00  plus  the net
                        annual  revenue  payable to JetForm under this Agreement
                        during the one (1) year period immediately preceding the
                        date of such written  notice from JetForm  multiplied by
                        1.2 less  $1,500,000.00;

                 (ii)   in the third,  fourth or fifth  year of this  Agreement,
                        JetForm  shall pay to  Distributor  an  amount  equal to
                        $100,000.00  plus  the net  annual  revenue  payable  to
                        JetForm  under  this  Agreement  during the one (1) year
                        period  immediately  preceding  the date of such written
                        notice   from   JetForm    multiplied    by   1.2   less
                        $1,500,000.00;

                 (iii)  JetForm shall pay Distributor any such amount payable to
                        Distributor  under  this  subsection  of  the  Agreement
                        within  ninety (90) days of the  effective  date of such
                        termination by JetForm.

29.  In the event of termination or expiration of this Agreement:

(a)  Distributor  shall make all payments due hereunder  within thirty (30) days
     of such termination or expiration;

(b)  All rights granted under this Agreement  including without limitation those
     respecting use, marketing, promotion,  sublicensing and distribution of the
     JetForm Software and the JTSP services,  and use of the JetForm  trademarks
     and trade names shall immediately cease.  Distributor shall promptly return
     to JetForm  or  destroy  all copies of the  JetForm  Software  and  JetForm
     Confidential Information in its possession or under its control and provide
     evidence satisfactory to JetForm that all such copies have been returned or
     destroyed;

(c)  Distributor  shall  refer all  inquiries  regarding  JetForm or the JetForm
     Software to JetForm and give JetForm notice thereof; and

(d)  Distributor  shall deliver a list of all End-users  and/or  Remarketers  to
     JetForm  within  thirty  (30) days of  termination  or  expiration  of this
     Agreement.

30.  Termination  hereunder  shall be without  prejudice  to any other  right or
remedy to which  either  party may be  entitled  hereunder  in law.  Distributor
acknowledges   and  agrees  that  it  has  no  expectation   that  its  business
relationship with JetForm will continue for any minimum period of years, or that
Distributor  shall  obtain any  anticipated  amount of profits by virtue of this
Agreement. The parties agree that the termination provisions herein, in terms of
both notice and default  events are  reasonable and agree not to contest same by
way of wrongful  termination  proceedings  or  otherwise.  JetForm  shall not be
liable,  by reason  of any  termination  of this  Agreement,  for  compensation,
reimbursement  or  damages  on  account  of the loss of  prospective  profits on
anticipated  sales  or  on  account  of  expenditures,  investments,  leases  or
commitments   whatsoever  in  connection   with  the  business  or  goodwill  of
Distributor.

GENERAL

31. Neither party shall be liable for failure to fulfill  obligations  hereunder
due to causes beyond that party's control.

32.  Any  notice  hereunder  shall be in  writing,  and  shall be sent by return
receipt requested  registered mail,  confirmed  facsimile or confirmed  personal
delivery to recipient's  address as set out below unless changed by notice under
this section:

         If to JetForm:             560 Rochester Street
                                    Ottawa, ON  K1S 5K2
                                    Canada

                                    Attention:  Vice President, Finance and
                                                Chief Financial Officer

         If to Distributor:         Suite 1, Level 17
                                    275 Alfred Street, North Sydney
                                    NSW 2060
                                    Australia

33. Any provision of this Agreement found to be illegal or  unenforceable  shall
be deemed severed, and the balance of this Agreement shall remain in full force.

34. The  parties  to this  Agreement  are  independent  contractors.  No agency,
partnership,  joint  venture  or similar  relationship  is  established  hereby.
Neither  party has the  authority to bind the other or incur any  obligation  on
behalf of the other.  JetForm is intended  by the  parties  hereto to be a third
party beneficiary of any and all sublicense agreements entered into according to
this  Agreement by  Distributor  or  Remarketers.  JetForm shall have,  and such
sublicense  agreements  shall  likewise  indicate,  the  right to  enforce  such
sublicense  agreements  as if JetForm were a party  thereto,  including  without
limitation  having  powers of  enforcement  in respect  of  JetForm  copyrights,
trademarks and all other JetForm intellectual  property and JetForm Confidential
Information.

35.  Neither  party's  right  to  require   performance  of  the  other  party's
obligations  hereunder shall be affected by any previous waiver,  forbearance or
course of dealing, unless or only to the extent of any waiver given in writing.

36.  Distributor  shall not assign or transfer this Agreement  without JetForm's
prior  written  consent and any attempt to do so shall be void.  Notwithstanding
the foregoing,  Distributor  may assign this  Agreement to SMS Consulting  Group
Limited  without  JetForm's  prior  written  consent  subject  to all  terms and
conditions of this Agreement  including  without  limitation  those contained in
sections  28(II) and  28(III)(a).  This  Agreement  shall  survive any change of
control  of  JetForm  whether  by  way  of  shares,  merger  or  sale  of all or
substantially  all of the assets of JetForm.  This  Agreement  will enure to the
benefit of the successors and permitted assigns of Distributor and JetForm.

37.  The laws of  Ontario,  Canada  shall  apply  without  giving  effect to the
principles  of conflicts of law, and  excluding  that body of law  applicable to
choice of law and excluding the United  Nations  Convention on contracts for the
International Sale of Goods.  Distributor  irrevocably agrees that the courts of
such  jurisdiction  constitute a convenient  forum for any such  litigation  and
attorns and submits to the exclusive  jurisdiction  of such courts.  The parties
waive trial by jury.

38.  Distributor  hereby agrees to comply with all applicable laws,  regulations
and government orders.  Distributor  warrants it will do all things necessary to
comply  with all  applicable  export laws and  regulations  as they apply to the
subject matter of this Agreement. Distributor shall be responsible for any visas
or permits  necessary in order to allow JetForm personnel to enter the Territory
or provide  services  to  Distributor  or its  customers  in the  Territory,  if
requested by Distributor.

39. Distributor  consents to publication of its name by JetForm as a distributor
of the JetForm  Software and JTSP services.  The details of this Agreement shall
not be disclosed by  Distributor  to any third party,  other than  employees and
advisors of JetForm or  Distributor  on a need to know basis,  without the prior
written  consent of JetForm  unless  required  by law,  and no  announcement  or
publication  concerning this  transaction  shall be made by Distributor  without
JetForm's prior written consent.

40. The parties  agree that the  provisions of Articles 3, 5, 6, 11, 12, 13, 14,
18(a),  19, 20, 21, 22, 23,  24, 25, 29 and  following  of this  Agreement  will
survive the  termination or expiration of this Agreement until the parties agree
to a release of such obligations.

41.  This  Agreement  and the  attached  schedules  which  are  incorporated  by
reference  constitute the entire  agreement  between the parties  concerning the
subject  matter  hereof and  supersedes  all oral or written  prior  statements,
representations, discussions, negotiations and agreements. This Agreement may be
amended  only in writing  signed by both  parties.  No terms and  conditions  or
stipulations  written on Distributor's  purchase order(s) or similar document(s)
will affect this  Agreement  even if such order(s) or document(s) is accepted by
the receiving party.

42.  This   Agreement  may  be  executed  and  delivered  by  facsimile  and  in
counterparts,  and shall be  considered as original and whole if so executed and
delivered.

43. In this Agreement  words  importing a singular number only shall include the
plural and vice versa. The division of this Agreement into Articles and sections
and the  insertion  of headings are for  convenient  reference  only,  and shall
affect neither the construction nor the  interpretation  of this Agreement.  The
terms, "hereof", "hereunder" and similar expressions refer to this Agreement and
not to any  particular  portion  hereof and include any  agreement  supplemental
hereto.

44.  Unless otherwise stipulated, all dollar amounts are in Australian dollars.


IN WITNESS whereof the parties have executed this Agreement.

<TABLE>
<S>                                                           <C>
JetForm Corporation                                           Indigo Pacific Pty. Ltd.


By:                                                           By:
   -----------------------------------------                     -----------------------------------------

name:                                                         name:
     ---------------------------------------                       ---------------------------------------

title:                                                        title:
      --------------------------------------                        --------------------------------------

date:                                                         date:
     ---------------------------------------                       ---------------------------------------
</TABLE>
<PAGE>
                                   SCHEDULE A

            JetForm Services, JTSP services and Unauthorized Products

JETFORM Services
Business Analysis
Workflow Planning
Product Integration
Application Development
Forms Design
Training (maybe delivered by third party)
Customer Support


JETFORM TECHNICAL SUPPORT PROGRAM (JTSP)
Event-based
Standard
Premium
Platinum
Custom


JETFORM PRODUCTS NOT AUTHORIZED TO SELL

N/A
<PAGE>
                                   SCHEDULE B

                            Fees, Quota and Territory


FEES:

JetForm Software and JTSP services:  Distributor shall pay JetForm a royalty fee
equal to 50% of the net resale price for all JetForm  Software and JTSP services
sold to  End-Users  and  Remarketers,  subject to the  discretionary  and volume
discounts available to a Vice-President of Sales, as published from time to time
by JetForm.

JetForm Services: Project specific - to be mutually agreed between the parties.


ANNUAL Revenue Quota:

Distributor  shall achieve and pay to JetForm the  following net annual  revenue
quotas:

1)   $1,000,000.00  in the first year of the  Agreement  (August 1, 1999 to July
     31, 2000);

2)   $1,200,000.00  in the second year of the Agreement  (August 1, 2000 to July
     31, 2001);

3)   $1,440,000.00  in the third year of the  Agreement  (August 1, 2001 to July
     31, 2002);

4)   $1,728,000.00  in the fourth year of the Agreement  (August 1, 2002 to July
     31, 2003); and

5)   $2,070,000.00  in the fifth year of the  Agreement  (August 1, 2003 to July
     31, 2004).

TERRITORY:

        Country

        Australia
        Hong Kong
        India
        Indonesia
        Malaysia
        New Zealand
        Philippines
        Singapore
        South Korea
        Taiwan
        Thailand
        Vietnam

        All other  countries  in the  Asia-Pacific  region  EXCLUDING  Japan and
        Mainland  China  ("Other  Countries").  JetForm  shall have the right to
        remove from the  definition of Territory any country  falling within the
        definition of Other Countries upon ninety (90) days prior written notice
        to Distributor.
<PAGE>
                                   SCHEDULE C

                       JetForm Trademarks and Trade names

A. JetForm is a registered trademark of JetForm Corporation. All JetForm product
names and certain  taglines are either  registered  trademarks  or trademarks of
JetForm Corporation.

B.  Distributor  shall clearly  acknowledge  in its use or display of any of the
JetForm   trademarks  that  Distributor  is  a  licensed  user  of  the  JetForm
trademarks.

C. Distributor  shall  prominently  display the JetForm  trademarks and/or trade
names in relation to the JetForm  Software and JTSP services on any advertising,
marketing, promotional,  technical or other materials prepared or distributed by
Distributor subject to the following limitations:

(i)  Trademarks  shall be  clearly  identified  where  they  first  appear  as a
trademark  of  JetForm  Corporation  by  using  the (TM)  symbol  in the case of
trademarks,  the (R) symbol in the case of registered trademarks,  and by use of
the   following   script:   "JetForm  is  a  registered   trademark  of  JetForm
Corporation.",  or "[name  of  applicable  JetForm  registered  trademark]  is a
registered trademark of JetForm  Corporation.",  or "JetForm [name of applicable
JetForm  trademark]  is a trademark  of JetForm  Corporation.",  as  applicable.
Distributor shall contact JetForm to obtain JetForm's trademark usage guidelines
which  contain a full list of  JetForm  registered  trademarks  and  trademarks.
Distributor  may use  JetForm's  name  and  logo in its  advertising,  catalogs,
exhibits, public relations materials and documents covering the JetForm Software
and JTSP  services,  provided  that  all such  uses  shall  be exact  copies  of
JetForm's  name and logo in colour,  style and other details and will be subject
to  JetForm's  right of prior review and  approval.  Distributor  shall  contact
JetForm to obtain JetForm's  trademark usage guidelines which contain  JetForm's
then current requirements related to the use of JetForm trademarks and logos.

(ii)  Distributor  shall follow  JetForm's  instructions as given to Distributor
from time to time as to the use of each JetForm trademark.

(iii) Prior to any proposed use of any JetForm trademark, Distributor shall give
JetForm written notice of exactly how Distributor proposes to use the trademark,
including  drawings  of all  advertising  copy.  Such  written  notice  shall be
delivered to JetForm at least thirty (30) days before public  distribution,  and
Distributor  shall make  whatever  changes  JetForm  requires  in the use of the
trademark before making any public distribution.

(iv) JetForm  retains the right to specify and approve the quality and standards
of all materials and products on which the JetForm trademarks and/or trade names
are  displayed  and to  inspect  from time to time  samples  of such  materials,
products  and  packaging  used  by  Distributor  or   Remarketers.   Failure  of
Distributor  to adhere to such standards of quality shall be grounds for JetForm
to  terminate  Distributor's  rights to use such  trademarks  and/or trade names
and/or the JetForm Software or to terminate this Agreement.

(v) In any use of a JetForm trademark, such trademark shall not be combined with
any other trademark,  name, appellation,  or marking unless JetForm specifically
consents in writing to such combination.

(vi) JetForm may discontinue  the use of any JetForm  trademark or trade name at
any time and  Distributor  shall  thereupon cease to use such trademark or trade
name.

(vii)  Distributor  agrees  not to alter  in any  manner  whatsoever  any of the
JetForm trademarks or trade names.

(viii)  Distributor  shall use its best efforts to ensure  compliance with these
terms by all of its Remarketers.

D. Distributor and its Remarketers  shall display the JetForm  trademarks and/or
trade names on the JetForm Software and on all of its materials,  promotions and
dealings in connection therewith and clearly acknowledge that Distributor or its
Remarketer,  as applicable,  is a licensed user of the JetForm trademarks and/or
trade names.

E.  Distributor  agrees to report to JetForm  all  infringement  or  improper or
unauthorized  use of any of the  JetForm  trademarks  and/or  trade names and to
assist  JetForm  in  protecting   such  items  within  the  Territory,   however
Distributor  acknowledges  and agrees that only JetForm  shall have the right to
bring any action in connection with such infringement.

F. Distributor further agrees to cooperate and execute all documents and further
assurances  as required by JetForm to  register or protect  JetForm's  rights in
such JetForm trademarks and/or trade names.

G.  Distributor  acknowledges  and agrees that:  (a) JetForm  retains all right,
title and interest in and to the JetForm  trademarks and/or trade names, and all
use thereof by the Distributor or its Remarketers  shall enure to the benefit of
JetForm;  and (b) neither  Distributor nor End-users or Remarketers will acquire
any  ownership  interest in any such  JetForm  trademarks  and/or trade names by
virtue of this Agreement, the distribution or sublicense of the JetForm Software
and/or JTSP services or any relationship with JetForm.

H. Distributor  shall not at any time during or after the term of this Agreement
assert any claim or interest in or to anything  which may  adversely  affect the
validity or enforceability  of any JetForm trademark or trade name.  Distributor
shall not, and no End-user nor Remarketer shall, register,  seek to register, or
cause to be  registered  any of  JetForm's  trademarks  or trade  names  without
JetForm's  prior written  consent,  which may be withheld by JetForm in its sole
and  absolute  discretion.  Distributor  shall  not  display  any  of  JetForm's
trademarks or trade names without  mentioning in the same display  Distributor's
trademark or trade name.