Exhibit 10.35

Personal & Confidential - by hand
On a 'Without Prejudice Basis'

SUPERSEDES LETTER DATED MARCH 23, 1999

April 29, 1999

Ian Fraser

Dear Ian,

     Further to your  conversation  with  Rosemary  Laurin on or about March 01,
1999,  this letter will confirm that JetForm  Corporation  has  eliminated  your
position as Sr. Vice-President, Sales, effective April 30, 1999.

     In accordance with the Employment Agreement which was provided to you dated
September 22, 1998, we will provide you with the following termination package.

Salary Continuance

     As stipulated in your  Employment  Agreement,  JetForm will provide  salary
continuance  in the amount of $246,000  for the period May 01, 1999 to April 30,
2000, which has been based on the following:

     Base  salary for the period May 01, 1999 to April 30, 2000 in the amount of
$200,000

     Commissions  paid at 50% of  target  (current  run  rate) in the  amount of
$15,000

     Expense incentive paid at 50% of target (current run rate) in the amount of
10,000

     Revenue incentive paid at 25% of target (current run rate) in the amount of
$5,000

     Car Allowance in the amount of $6,000  Benefit Menu Allowance in the amount
of $10,000

Benefit Continuance

     You will be provided with  continuation  of your  medical,  dental and life
insurance  benefits  until April 30,  2000.  It should be noted that you are not
eligible for short or long term disability  benefits effective  immediately.  As
agreed upon, JetForm  Corporation will reimburse you for reasonable expenses for
long term  disability  insurance  for the  period  from May 1, 1999 to April 30,
2000,  or until you are  re-employed  should this occur prior to the end of your
salary and benefit continuance period.

     In accordance  with Section 3.2 of your  Employment  Agreement,  should you
secure employment prior to April 30, 2000 you will be required to advise JetForm
Corporation  of your start  date and your  medical,  dental  and life  insurance
benefits will then be discontinued.

Vacation Accrual

     Your  vacation  will  continue  to accrue  during the  salary  and  benefit
continuance period. You will receive payment  representing your accrued vacation
on the payroll deposit of April 30, 2000.

Outplacement Services

     Based on approval of the services provided, JetForm will provide payment up
to $15,000 towards outplacement services, or reasonable expenses.

Expenses

     Any outstanding  expenses  should be submitted as soon as possible.  Should
you have  outstanding  expenses,  you will receive a final expense cheque within
two (2) weeks of submission.

JetForm Property

     On your last day of work you will be  required  to  immediately  return all
JetForm property including keys, passwords,  equipment,  company materials, etc.
Ian, in  recognition  of your  efforts we will release to you the laptop in your
possession, which is provided "without prejudice".

JetForm Stock Option Plan

     As outlined in your Employment Agreement,  you will be entitled to exercise
all options which are vested or which vest on or prior to April 30,  2000..  All
unexercised options outstanding 30 days after April 30, 2000 will be canceled.

Confidentiality Agreement

     We remind you of the  confidentiality  agreement that you signed on joining
the  company.  You are also  required to keep  confidential  the details of this
settlement.

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 prior to May 3, 1999.

     Please  sign  this  copy and fax both  this  letter  and  release  to Human
Resources at (613)  594-2944.  If you should have any questions  with respect to
this letter, please contact Donna Morris at 751-5173.

Yours truly,

Keith Sinclair
V.P. Human Resources &
Corporate Services

I agree and accept to the terms of this letter.


Employee:                               Dated:
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<PAGE>

RELEASE AND DISCHARGE

FROM: Ian Fraser

TO:  JetForm Corporation

DATE: March 12, 1999

     In consideration of the following paid to me:

     1.   compensation  equivalent to payment for fifty-two weeks, equivalent to
          $236,000 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  abovementioned  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 abovementioned  Consideration is
inclusive of  indemnity  from the persons  and/or  entities  discharged  by this
release.

Ian Fraser

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Signature