Exhibit 10.28

     THIS  AMENDMENT  dated  as of  the  26th  day  of  September,  1998  to the
Employment Agreement made as of August 11, 1994 (the "Employment  Agreement") by
and between JETFORM CORPORATION, a corporation incorporated pursuant to the laws
of Canada ("JetForm") and JOHN B. KELLY ("Executive").

     WHEREAS  JetForm and  Executive  wish to amend  certain  provisions  of the
Employment  Agreement and make certain further  agreements,  in each case as set
forth below;

     NOW  THEREFORE in  consideration  of the mutual  covenants  and  agreements
contained  in this  Amendment  and other good and  valuable  consideration  (the
receipt and  sufficiency  of which are hereby  acknowledged)  the parties hereto
agree as follows:

                                             ARTICLE 1. INTERPRETATION

1.01      Unless  otherwise  specified,  all  capitalized  terms  used  in  this
          Addendum and not otherwise  defined in this  Amendment  shall have the
          meanings given to them in the Employment Agreement. Where reference is
          made in this  Amendment  to a  section  number,  it  shall  refer to a
          section number in the Employment Agreement.  Except as amended hereby,
          the parties  confirm  that the  Employment  Agreement  remains in full
          force and effect in  accordance  with the terms  thereof and the terms
          not hereby  amended  shall apply to this  Amendment  as though  stated
          herein.

                 ARTICLE 2. AMENDMENTS TO EMPLOYMENT AGREEMENT

2.01      Additional  Duties.  The Corporation and the Executive hereby agree to
          delete  the  period  and add the word  "and"  following  clause (c) of
          Section 2.1 and add the following clause (d) to Section 2.1:

          "(d) use  diligent  efforts to observe in all  material  respects  the
          material 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 which he should
          reasonably be aware."

2.02      Amendment to Termination  Payment. The Corporation and Executive agree
          that the  amount  payable by the  Corporation  to the  Executive  upon
          termination  of the  Executive's  employment  by the  Corporation  for
          reasons other than Just Cause,  Disability,  retirement or death or by
          the  Executive  for Good Reason  should be  increased  from 1.25 times
          Annual Salary to 3 times Annual Salary. Accordingly,  the reference to
          "1.25" in clause 3.1(c)(i)(B) is hereby deleted and replaced with "3".

2.03      Change of Control. The Corporation and the Executive hereby agree that
          the following clause (d) shall be added to Section 3.1:

          "(d) Change of Control. The parties agree that this Agreement will not
          automatically  terminate upon (i) any sale of all or substantially all
          of the assets of the  Corporation or (ii) any change of voting control
          of  the  Corporation,  whether  by way of  share  acquisition,  merger
          amalgamation,   plan  of  arrangement  or  otherwise.   However,   the
          Corporation  and the  Executive  acknowledge  and agree  that both the
          Corporation  (or its successor) and the Executive shall have the right
          to terminate this Agreement within ninety days of the legal closing of
          the change  event,  on thirty days notice to the other  party.  If the
          Executive's employment is so terminated.

          (i)       the  Corporation  shall  pay  to  or to  the  order  of  the
                    Executive the  aggregate of the following  amounts (less any
                    deductions required by law):

                    (A)       if not theretofore  paid, the  Executive's  Annual
                              Salary  for the then  current  fiscal  year of the
                              Corporation  for the period to and  including  the
                              Date of Termination; and

                    (B)       an  amount  equal  to  the  product   obtained  by
                              multiplying the Annual Salary by 3;

          (ii)      all options  held by the  Executive,  whether then vested or
                    not, shall immediately  become exercisable (and shall remain
                    exercisable as set forth in clause  3.1(c)(ii)) in the event
                    that  the  Executive's   employment  is  terminated  by  the
                    Corporation (other than for Just Cause, Disability or Death)
                    within one year  following the  acquisition by a third party
                    of  greater  than 50% of the  then  issued  and  outstanding
                    JetForm common shares;

          (iii)     the Corporation shall not seek in any way to amend the terms
                    of any loans from the Corporation or its subsidiaries to the
                    Executive;

          (iv)      the  Corporation  shall provide the  Executive  with the job
                    relocation  counselling  services of the firm  acceptable to
                    the Corporation for an amount not to exceed $30,000;

          (v)       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; and

          (vi)      the  Corporation  shall pay to the Executive all outstanding
                    and accrued vacation pay to the Date of Termination."

2.04      Amendment to Payment and Benefit Requirements  following  Termination.
          The last  sentence  of  Section  3.3 of the  Employment  Agreement  is
          deleted and replaced with the following:

          "If the Executive secures employment after the Date of Termination and
          prior to receiving all amounts owing  hereunder,  the Executive  shall
          immediately  inform the Corporation and the Corporation shall have the
          right to terminate  all health,  life and  disability  benefits  being
          carried by the Corporation for the Executive."

A.        Amendment    to   Duration   of    Non-Compete/Non-Solicitation.    In
          consideration of the amendment to the termination payment as set forth
          in Section 2.02 above,  the  Corporation  and Executive agree that the
          duration of the non-compete and  non-solicitation  covenants contained
          in Sections 4.1 and 4.2 of the Employment  Agreement shall be extended
          so as to apply  for a  period  of three  years  following  the Date of
          Termination.  Accordingly,  the  reference  to "18  months" in each of
          Sections 4.1 and 4.2 is hereby deleted and replaced with "36 months".

2.06      Amendment to Board Resignation  Provision.  The parties agree that the
          Executive  shall not be required to resign from the board of directors
          of the Corporation upon the termination of the Executive's employment.
          Accordingly,  Section  5.2  is  hereby  deleted  in its  entirety  and
          replaced with the following:

          "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  the  obligations  of the  Corporation  described
          herein."

                               ARTICLE 3. GENERAL

3.01      Independent Legal Advice.  The Executive  acknowledges that he has had
          an opportunity to obtain  independent legal advice before signing this
          Amendment 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  Amendment  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 intentions.

3.02      Address  for  Notice.  Until  changed  in  accordance  therewith,  the
          Executive's  address  for  notice as set forth in  Section  5.5 of the
          Employment Agreement shall be:

          John B. Kelly
          23 Hyde Park Way
          Nepean, Ontario K2G 5R7

3.03      Governing  Law.  This  Amendment  shall be governed by the laws of the
          Province of Ontario and the federal laws of Canada applicable therein.


     IN WITNESS WHEREOF the parties have executed this Amendment.

                                        JETFORM CORPORATION

                                        By:
                                           -------------------------------------
                                           Authorized Officer

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Witness                                 JOHN B. KELLY