Exhibit 10.21.2

April 7, 1999

Private and Confidential

JetForm Corporation
560 Rochester Street
Ottawa, Ontario
K1S 5K2


Attention:        Mr. Jeffrey McMullen
                  Chief Financial Officer

Dear Sirs:

     Further  to our  recent  discussions,  we are  pleased  to offer the Credit
Facility  described  below,  superseding  all  previous  offers,  subject to the
following terms and conditions.

1.   Definitions:
     The definitions  attached  hereto in Schedule "A" are  incorporated in this
     agreement by reference as if set out in full herein.

2.   Borrower:
     JetForm Corporation (the "Borrower").

3.   Lender:
     Royal Bank of Canada (the "Bank"),  through its Branch at 90 Sparks Street,
     Ottawa, Ontario.

4.   Credit Facility:
     Segments (1) through (4) of the Credit  Facility are  available in Canadian
     Dollars or the Equivalent Amount in US Dollars if US Dollars is stipulated.

     (1)  Operating:
          (a)  Royal Bank Prime based loans ("RBP Loans").
          (b)  Royal  Bank US Base  Rate  based  loans  in US  Dollars  ("RBUSBR
               Loans").
          (c)  Standby Letters of Credit and/or Guarantee ("L/G's").
          (d)  US Eurodollar Loans ("Libor" loans).
          (e)  REFCO Recourse Facilities.
     (2)  Foreign  exchange  facilities in US Dollars or the equivalent in other
          foreign currencies ("FEF Contracts").
     (3)  Corporate Visa Purchasing Card.
     (4)  Term Loan:
          (a)  RBP Loans.
          (b)  RBUSBR Loans.
          (c)  Libor Loans.
          (d)  Bankers Acceptances ("B/As").

     (collectively the "Borrowings").

5.   Amounts:
     (1)  $ 10,000,000
     (2)  $ 50,000,000US
     (3)  $ 500,000
     (4)  $ 10,000,000

6.   Purpose:
     (1)  Working capital requirements.
     (2)  Foreign exchange hedging of day-to-day transactions.
     (3)  Corporate purchases.
     (4)  Term facility to replenish working capital.

7.   Repayment:
     (1)  Borrowings  under this  segment  are  expected to  fluctuate,  and are
          repayable on the later of September 30, 1999 and the date of demand by
          the Bank, should this segment have been converted to a demand facility
          as provided for in the following sentence.  Notwithstanding compliance
          with the  Covenants  section  herein,  this segment shall convert to a
          demand facility on September 30, 1999.
     (2)  Notwithstanding any other terms contained herein and regardless of the
          maturity of the instruments or contracts outstanding, the Bank may, at
          its sole discretion,  terminate this segment of the Credit Facility at
          any time.
     (3)  In accordance with the cardholder agreement.
     (4)  Borrowings under this segment are repayable on June 30, 2000.

     Upon  demand  of  Segment  (1),  the  Borrower  shall  pay to the  Bank all
     Borrowings under this segment including the face amount of all L/G's and an
     amount  to  reimburse  the  Bank for any  payment  made in  respect  of FEF
     Contracts  (the  "Repayment   Amount").   The  Repayment  Amount  shall  be
     determined  by the Bank based upon the  mark-to-market  cost to unwind such
     FEF Contracts prior to their  maturity.  The Bank may enforce its rights to
     realize  upon its  security and retain  sufficient  funds to cover  amounts
     outstanding by way of these instruments.

8.   Availability:
     (1)  The Borrower may borrow,  repay, convert and reborrow up to the amount
          of this operating segment, provided that:
          (a)  The aggregate of Borrowings  under  Segments (1) and (4) must not
               exceed the aggregate of:
               (i)  67% of consolidated  trade accounts  receivable  falling due
                    within the next 12 months,  but excluding amounts 90 days or
                    more past due;
                                      PLUS
              (ii)  90% of  trade  receivables  insured  by  Export  Development
                    Corporation  ("EDC"), or other similar insurer  satisfactory
                    to the Bank;
                                      MINUS
              (iii) Potential Preferred Claims and contra-accounts.

                    (collectively the "Available Margin Value").

     (b)  L/G's will be issued for periods not exceeding  one year,  except with
          the agreement of the Bank.
     (c)  Libor loans shall be for not less than US $1,000,000  and shall have a
          term of not less than 30 days and not more than 180 days,  subject  to
          the  availability of US dollars in the London interbank market for the
          terms selected on terms satisfactory to the Bank;
     (d)  Libor loans require prior notice by 10:00 am two Banking Days prior to
          Settlement Date.

(2)  (a) FEF Contracts may not have maturities which exceed 12 months;

     (b)  The amount of Borrowings ascribed to FEF Contracts shall be determined
          by the Bank in its sole  discretion  and notified to the Borrower upon
          request.

(4)  The Borrower may borrow and convert up to the amount of this term  segment,
     provided that:
     (b)  Borrowings  under this segment must not exceed 25% of the aggregate of
          consolidated  cash,  cash  equivalents  and trade accounts  receivable
          falling due within the next twelve  months,  but excluding  amounts 90
          days or more past due;
     (c)  B/As shall be in multiples of $100,000  (minimum  $500,000)  and shall
          have a term of not less than 90 days and not more than 180 days;
     (d)  Libor loans shall be for not less than US $1,000,000  and shall have a
          term of not less than 30 days and not more than 180 days,  subject  to
          the  availability of US dollars in the London interbank market for the
          term selected on terms satisfactory to the Bank;
     (e)  Libor loans  require prior notice by 10:00 a.m. two Banking Days prior
          to Settlement Date;
     (f)  Notwithstanding  any other provisions of this agreement,  the maturity
          of the borrowing  instruments selected will not be later than June 30,
          2000.

9.   Interest Rates & Fees:
     (1)  (a) Royal Bank Prime ("RBP").
          (b)  Royal Bank US Base Rate ("RBUSBR").
          (c)  Fees will be advised on a transaction by transaction basis.
          (d)  Libor plus 1%.
     (2)  N/A.
     (3)  The  interest  rates  and  fees  may  change  in  accordance  with the
          cardholder agreement, which changes will be advised in writing.
     (4)  (a) RBP plus 1.5%.
          (b)  RBUSBR plus 1.5%.
          (c)  B/A stamping fee of 1.5%.
          (d)  Libor plus 1.5%.

     The rates applicable to Segment 4 will be increased by 1/2 of 1%, effective
the first day of the  respective  fiscal  quarter,  if the  Borrower's  reported
Tangible Net Worth falls below $47,500,000.  The increase shall remain in effect
until the last day of the fiscal  quarter in which  reported  Tangible Net Worth
again exceeds $47,500,000.

10.  Payment of Interest & Fees:
     RBP Loans,  RBUSBR Loans:  Interest on these loans shall be computed on the
     daily principal amounts outstanding,  at the aforementioned rates, based on
     the actual  number of days elapsed  divided by three hundred and sixty five
     (365), and shall be payable in arrears on the 25th of each month.

     B/A's:
     Upon the Bank accepting B/A's  hereunder,  the Borrower shall forthwith pay
     to the Bank a stamping fee equal to 1.5% per annum,  calculated on the face
     amount of each  accepted  B/A and on the basis of the number of days in the
     term of such B/A's and based on a year of 365 days or 366 days, as the case
     may be.

     Libor Loans:
     Interest on Libor loans shall be payable,  at the aforementioned  rates, on
     each Libor Interest Date as defined in Schedule "A" attached.

     L/G's:
     The Borrower  shall pay fees at the rates set forth above in advance at the
     time of issue of the L/G.  This fee shall be based  upon the  amount of the
     instrument  issued  and shall be  calculated  on the number of days that it
     will be outstanding.

     The yearly rates of interest to which the rates  determined  in  accordance
     with the  Payment  of  Interest  and Fees  section  of this  agreement  are
     equivalent,  are the rates so determined multiplied by the actual number of
     days in the  calendar  year and  divided by three  hundred  and  sixty-five
     (365), or, in the case of Libor Loans, three hundred and sixty (360).

11.  Libor Loan & B/A Indemnity:
     The Borrower shall reimburse the Bank for any additional costs or reduction
     of income  arising as a result of the  imposition  of or  increase in taxes
     (other than on the  overall net income of the Bank) on amounts  paid by the
     Borrower to the Bank, an imposition of or increase in reserve requirements,
     or the imposition of any other  condition  affecting the Credit Facility by
     any  government,  governmental  agency  or  body,  tribunal  or  regulatory
     authority.

     It is understood  by the Bank and the Borrower  that the general  indemnity
     provided for herein shall  relate only to  borrowings  made by the Borrower
     with  respect to the B/A  and/or  the US  Eurodollar  Loan  ("Libor  Loan")
     segments  of the credit  facility.  The  Borrower  shall not be required to
     reimburse  the  Bank  as  provided  for in the  general  indemnity  for any
     additional  costs or reduction of income  howsoever caused to the Bank as a
     result of the Borrower's use of any other segment of the credit facility.

12.  Other Fees:
     Standby Fee:
     A standby fee equal to 1/8 of 1% per annum calculated on the unused portion
     of Segment (1) is payable monthly in arrears.

     Commitment Fee:
     A  commitment  fee of .3% with  respect  to  Segment  (4) is  payable  upon
     acceptance of this agreement. The commitment fee is non-refundable and will
     be deemed to have been earned by the Bank upon  acceptance of this offer to
     compensate for time,  effort and expense incurred by the Bank approve these
     facilities.

     Nothing in this  agreement  shall be  construed as obliging the Borrower to
     pay any interest,  charges or other  expenses as provided by this agreement
     or in any other  security  agreement  related  thereto in excess of what is
     permitted by law.

13.  Collateral Security:
     General Security  Agreement signed by the Borrower providing a first charge
     on all  corporate  assets other than real property and assets under capital
     lease.

     Assignment of receivables insurance, if any.

     Pledge of all issued and outstanding shares of any Material Subsidiary.

14.  Conditions Precedent:
     The obligation of the Bank to make available the Borrowings to the Borrower
     is subject to and conditional upon:
     (1)  Receipt by the Bank of the within  stipulated  Collateral  Security in
          form and  substance  satisfactory  to the  Bank,  together  with  such
          corporate authorizations and legal opinions as the Bank may require;

15.  Evidence of Indebtedness:
     The Bank shall open and  maintain  at the  Branch of Account  accounts  and
     records  evidencing  the  Borrowings  made available to the Borrower by the
     Bank under this  agreement.  The Bank shall record the principal  amount of
     such  Borrowings,  the payment of principal  and interest on account of the
     loans, and all other amounts becoming due to the Bank under this agreement.

     The Bank's  accounts  and  records  constitute,  in the absence of manifest
     error, prima facie evidence of the indebtedness of the Borrower to the Bank
     pursuant to this agreement.

     The Borrower  authorizes and directs the Bank to  automatically  debit,  by
     mechanical,  electronic or manual  means,  any bank account of the Borrower
     for all amounts payable under this agreement, including but not limited to,
     the  repayment  of  principal  and the  payment of  interest,  fees and all
     charges for the keeping of such bank accounts.

16.  Representations and Warranties:
     The Borrower represents and warrants to the Bank that:
     (a)  it is a corporation validly incorporated and subsisting under the laws
          of Canada,  and that it is duly  registered  or  qualified to carry on
          business in all  jurisdictions  where the character of the  properties
          owned  by it or the  nature  of its  business  transacted  makes  such
          registration or qualification necessary;
     (b)  the execution and delivery of this agreement has been duly  authorized
          by all necessary actions and does not violate any law or any provision
          of its constating documents or by-laws or any unanimous  shareholders'
          agreement  to which it is  subject,  or result in the  creation of any
          encumbrance  on its  properties  and  assets  except  as  contemplated
          hereunder;
     (c)  all Material  Subsidiaries as at the date of this agreement are listed
          below and any changes  thereto  will be advised to the Bank in writing
          within 30 days of the Borrower becoming aware of such change:
          (i)  JetForm Corporation (Delaware).

17.  Non-Merger:
     The provisions of this Agreement shall not merge with any security given by
     the Borrower to the Bank,  but shall continue in full force for the benefit
     of the parties hereto.

18.  Covenants:
     The Borrower agrees:
     (a)  To pay all sums of money when due under this agreement;
     (b)  To provide the Bank with the  following  reports  within a) 45 days of
          each fiscal  quarter end, and b) with respect to (i) below,  within 30
          days of each month end if consolidated  cash and cash  equivalents are
          less than $30,000,000 :
          (i)  aged lists of accounts receivable and statement of cash holdings;
          (ii) statement of Potential Preferred Claims;
          (iii) internal consolidated and non-consolidated financial statements;
          (iv) Certificate of its Chief Financial  Officer  substantially in the
               form attached as Schedule "B";
     (c)  To  provide  the  Bank  with  audited   consolidated   and  unaudited,
          non-consolidated  annual financial  statements  within 90 days of each
          fiscal year-end;
     (d)  To provide the Bank with annual  business  plans,  including pro forma
          balance  sheets,  profit & loss and cash flow  statements for the next
          fiscal year and such other reports as the Bank may reasonably  request
          from time to time;
     (e)  To give the Bank  prompt  notice of any Event of  Default or any event
          which, with notice or lapse of time or both, would constitute an Event
          of Default;
     (f)  To file all material  tax returns  which are or will be required to be
          filed,  to pay or make  provision  for payment of all  material  taxes
          (including  interest  and  penalties)  and other  Potential  Preferred
          Claims  which  are or will  become  due  and  payable  and to  provide
          adequate  reserves for the payment of any tax, the payment of which is
          being contested;
     (g)  Not to dispose of shares of any Material Subsidiary;
     (h)  Not to grant, create, assume or suffer to exist any mortgage,  charge,
          lien, pledge,  security interest,  including a Purchase Money Security
          Interest, or other encumbrance affecting any of its properties, assets
          or other rights;
     (i)  Not to sell, transfer,  convey, lease or otherwise dispose of any part
          of its property or assets,  without the prior  written  consent of the
          Bank, except in the ordinary course of business;
     (j)  Not to, directly or indirectly, guarantee or otherwise provide for, on
          a direct or indirect or contingent basis, the payment of any monies or
          performance of any obligations by any third party except  wholly-owned
          subsidiaries or, in other cases,  amounts not exceeding  $2,500,000 in
          aggregate;
     (k)  To insure and to keep fully insured all properties customarily insured
          by companies carrying on a similar business to that of the Borrower;
     (l)  Not to change its name or merge,  amalgamate or  consolidate  with any
          other corporation;
     (m)  To comply with all applicable  environmental laws and regulations;  to
          advise the Bank promptly of any material  breach of any  environmental
          regulations  or licenses  or any control  orders,  work  orders,  stop
          orders,  action requests or violation notices received  concerning any
          of the  Borrower's  property;  to  comply  with any such  requests  or
          notices,  to  diligently  clean  up any  spills;  and to hold the Bank
          harmless  for any  costs or  expenses  which the Bank  incurs  for any
          environment-related  liabilities  existent  now or in the future  with
          respect to the Borrower's property; and
     (n)  To exercise  its  controlling  interest in  Material  Subsidiaries  to
          ensure their  compliance  with (h), (i) (j),  (k), (l), and (m) above;
          and
     (o)  The Borrower  covenants to provide to the Bank any and all information
          that the Bank may reasonably request from time to time relating to the
          state of the Year 2000  readiness of the Borrower.  For the purpose of
          the  foregoing  the "Year 2000  readiness"  of the Borrower  means the
          ability of all  information  technology  used by the Borrower [and its
          suppliers]  to  continue  to perform all  date-related  functions  and
          computations accurately on and after January 1, 2000.

     With respect to Segment (1) only

     (p)  To maintain,  on a consolidated basis,  Tangible Net Worth of not less
          than $40,000,000;
     (q)  To  maintain,  on  a  consolidated  basis,  the  ratio  of  its  total
          liabilities  to Tangible  Net Worth at not greater  than 2.0:1.  Total
          liabilities include all direct liabilities, except deferred taxes;
     (r)  To maintain,  on a consolidated  basis, a Quick Ratio of not less than
          1.25:1.

     With respect to Segment (4) only

     (s)  To refrain  from making any cash  payment  with respect to the Delrina
          indebtedness if such payment would reduce  consolidated  cash holdings
          to less than $20,000,000;
     (t)  Upon  request of the Bank,  to exercise  its  controlling  interest in
          Material  Subsidiaries to provide the Bank with collateral security on
          all assets of such Material Subsidiaries.

19.  Events of Default:
     Without limitation and  notwithstanding  the terms for repayment of certain
     facilities as recited  herein,  if any one or more of the following  events
     has occurred and is continuing:
     (a)  The non-payment when due of principal,  interest and any other amounts
          due under this agreement;
     (b)  The breach by the Borrower of any  provisions of this agreement or any
          other agreement with the Bank;
     (c)  The default by the Borrower  under any  obligation  to repay  borrowed
          money where such obligation exceeds $1,000,000, other than amounts due
          under this  agreement,  or in the  performance  or  observance  of any
          agreement or condition  in respect of such  borrowed  money where as a
          result  the  maturity  of such  obligation  is  accelerated  or may be
          accelerated;
     (d)  If any  representation  or  warranty  made  herein  shall  be false or
          inaccurate in any materially adverse respect;
     (e)  If in the opinion of the Bank there is material  adverse change in the
          financial condition, ownership, or operation of the Borrower; or
     (f)  If proceedings for the  dissolution,  liquidation or winding-up of the
          Borrower or for the  suspension of the  operations of the Borrower are
          commenced,  unless such  proceedings are being actively and diligently
          contested  by the  Borrower  in good  faith,  or in the  event  of the
          bankruptcy,  liquidation, or general insolvency of the Borrower, or if
          a receiver or receiver-manager is appointed for all or any part of the
          business or assets of the Borrower;
     (g)  The breach at any time and in any material  respect of the  provisions
          of any applicable law, regulation,  by-law, ordinance or work order of
          any lawful authority whether federal,  provincial,  state,  municipal,
          local or otherwise, (including without restriction, those dealing with
          pollution   of  the   environment   and  toxic   materials   or  other
          environmental  hazards,  or public  health and safety),  affecting any
          property of the  Borrower or any  activity  or  operation  carried out
          thereon;

     With respect to Segment (1) only

     (h)  A loss in any fiscal  quarter  greater than  $7,500,000 or consecutive
          quarterly   losses  which   aggregate   more  than   $7,500,000  on  a
          consolidated  basis commencing with the fiscal quarter ending July 31,
          1999;


     then the  right of the  Borrower  to make  further  Borrowings  under  this
     agreement shall  immediately  terminate and the Bank may, by written notice
     to  the  Borrower,  declare  the  Borrowings  under  this  agreement  to be
     immediately due and payable without further notice or demand.

     Upon receipt of such notice, the Borrower shall immediately pay to the Bank
     all Borrowings  under this  agreement,  including the face amount all L/G's
     and an amount to reimburse  the Bank for any payment made in respect of FEF
     Contracts  (the  "Repayment   Amount").   The  Repayment  Amount  shall  be
     determined  by the Bank based upon the  mark-to-market  cost to unwind such
     FEF Contracts prior to their  maturity.  The Bank may enforce its rights to
     realize  upon its  security and retain  sufficient  funds to cover  amounts
     outstanding by way of these instruments.

20.  Periodic Review:
     Segment (1) of the Credit Facility is subject to annual review by the Bank,
     the next such review to be on or before  September 30, 1999.  The Bank may,
     in its sole discretion,  terminate this segment of the facilities following
     any annual review or any Event of Default,  or a demand for payment  should
     Segment (1) have  converted  to a demand  facility.  If this  segment is so
     terminated,  any outstanding Borrowings under it at the time of termination
     shall be repaid forthwith.  Furthermore, the Borrower shall immediately pay
     to the Bank all  Borrowings  under  Segments (2) and (3) of this  agreement
     including  the face amount of all L/G's and an amount to reimburse the Bank
     for any payment made in respect of FEF Contracts (the "Repayment  Amount").
     The  Repayment  Amount  shall  be  determined  by the Bank  based  upon the
     mark-to-market  cost to unwind such FEF Contracts  prior to their maturity.
     The Bank may enforce  its rights to realize  upon its  security  and retain
     sufficient funds to cover amounts outstanding by way of these instruments.

21.  Expenses:
     The Borrower agrees to pay all of the Bank's reasonable costs incurred from
     time  to  time  in the  preparation,  negotiation  and  execution  of  this
     agreement  and the  collateral  security,  and any  costs  incurred  in the
     operation or enforcement of this agreement or any other  agreement  entered
     into pursuant to this agreement.

22.  GAAP:
     Unless  otherwise  provided,  all  accounting  terms used in this agreement
     shall be interpreted in accordance  with United States  Generally  Accepted
     Accounting Principles from time to time.

23.  Severability:
     If  any   provision  of  this   agreement  is  or  becomes   prohibited  or
     unenforceable in any  jurisdiction,  such  prohibition or  unenforceability
     shall not invalidate or render unenforceable the provision concerned in any
     other  jurisdiction  nor shall it  invalidate,  affect or impair any of the
     remaining provisions.

24.  Governing Law:
     This  agreement  shall be construed in accordance  with and governed by the
     laws of the Province of Ontario and of Canada applicable therein.

25.  Acceptance:
     This offer  expires if not  accepted by April 21,  1999 unless  extended in
     writing by the Bank.

     If this agreement is  acceptable,  kindly sign and return the attached copy
to the attention of the writer.


Yours truly,


We acknowledge and accept the within terms and conditions.

        JETFORM CORPORATION

Per:    ______________________________________________

Per:    ______________________________________________

Date:   ______________________________________________

<PAGE>

                                  SCHEDULE "A"


     Schedule "A" to the Letter Agreement dated as of the 7th day of April, 1999
between  JetForm  Corporation  as the  Borrower  and Royal Bank of Canada as the
Bank.

     For purposes of the foregoing  agreement,  the following  terms and phrases
shall have the following meanings:

     "Banking  Day" means a  Business  Day on which the  Bank's  Main  Branch in
London, England, is open for business;

     "Business  Day"  means a day on which  the  Branch of  Account  is open for
business;

     "Canadian Dollars" and "Cdn$" means lawful money of Canada;

     "Equivalent Amount" determines the amount of availability only and means on
any date,  the amount of  Canadian  Dollars  required to convert  from  Canadian
Dollars to: US Dollars at the rate of 1.52 Canadian Dollars for 1.00 US$;

     The  Equivalent  Amount  will be  amended  by the Bank from time to time to
reflect  changes in the rate of exchange and such  amendments will be advised to
the Borrower in writing.

     "Libor" means the rates of interest,  rounded upwards, if necessary, to the
nearest whole multiple of one sixteenth of one percent  (1/16th%),  at which the
Bank,  in  accordance  with its  normal  practice,  would be  prepared  to offer
deposits to leading  banks in the London  Interbank  Market for  delivery on the
first day of each of the relative Libor  Interest  Periods for a period equal to
each such Libor Interest  Period based on the number of days comprised  therein,
such deposits being in US Dollars of comparable amounts to be outstanding during
such  Libor  Interest  Period,  at or about  10:00 a.m.  (Toronto  time) two (2)
Banking Days prior to a Drawdown  Date or a Conversion  Date as the case may be,
for the initial Libor  Interest  Period,  and,  thereafter  two (2) Banking Days
prior to the first day of each successive Libor Interest Period;

     "Libor  Interest Date" means the last day of each Libor Interest Period and
if the  Borrower  selects a Libor  Interest  Period for a period  longer  than 3
months,  the Libor  Interest Date shall be the date falling every 3 months after
the  beginning of such Libor  Interest  Period and on the last day of such Libor
Interest Period;

     "Libor  Interest  Period"  means with  respect to a Libor Loan the  initial
period (subject to  availability)  of  approximately 1, 3, 6, or 9 months or one
year or such  longer  period up to 5 years as the Bank and  Borrower  may agree,
commencing with the date on which a Libor Loan is made or on which another basis
of  borrowing is  converted  into a Libor Loan and ending on the Libor  Interest
Date  falling  on the last day of the  applicable  Libor  Interest  Period,  and
thereafter each successive  period (subject to availability) of approximately 3,
6, or 9 months or one year or such  longer  period up to 5 years as the Bank and
Borrower may agree,  commencing on the last day of the  immediately  prior Libor
Interest Period;

     "Material  Subsidiary"  means any subsidiary which comprises 20% or more of
consolidated  revenues  (determined  on the basis of the most recent four fiscal
quarters) or consolidated assets (at any fiscal quarter end).
<PAGE>

                                  SCHEDULE "B"

     Schedule  "B" to the  Letter  Agreement  dated the 7th day of  April,  1999
between JetForm Corporation as Borrower and Royal Bank of Canada as the Bank.

                        OFFICER'S COMPLIANCE CERTIFICATE

     I,  [Name],  of the  [City] of in the  Province  of , hereby - - certify as
follows:

1.   That I am the Chief Financial Officer of JetForm Corporation.

2.   That I am familiar  with and have  examined  the  provisions  of the letter
     agreement  (the "Letter  Agreement")  dated April 7, 1999  between  JetForm
     Corporation  (the  "Borrower"),  and Royal Bank of Canada (the  "Bank") and
     have made reasonable  investigations  of corporate records and inquiries of
     other  officers  and senior  personnel of the  Borrower  and,  based on the
     foregoing, that as of the date of this Certificate:

     (a)  the representations  and warranties  contained in the Letter Agreement
          are true and correct;
     (b)  the Borrower is not in default under the Letter  Agreement nor has any
          event occurred which, with the giving of notice or the passage of time
          or both,  would  constitute  an  Event of  Default  under  the  Letter
          Agreement and the Borrower is not in default under any other  material
          agreement  for monies  borrowed,  raised,  or  guaranteed to which the
          Borrower is a party or by which it is bound; and
     (c)  the covenants contained in the Letter Agreement have not been breached
          and during the next fiscal  quarter of the Borrower there is no reason
          to believe that any of such covenants will be breached;
     (d)  the attached list of  receivables  and Potential  Preferred  Claims is
          correct.

3.   That,  as at the fiscal  [year/quarter]  ended  [date],  on a  consolidated
     basis:

     (a)  the Quick Ratio was          :1;
     (b)  the Tangible Net Worth was        ;
     (c)  the ratio of total  liabilities  to Tangible Net Worth was :1; (d) the
          Available Margin Value was $             .

                     --------------------------------------

                     Date:   ________________