Exhibit 10.31

September 22, 1998

Ian Fraser
c/o JetForm Corporation
560 Rochester Street
Ottawa, Ontario
K1S 5K2

                            Re: Employment Agreement

     We are pleased to confirm the terms and conditions of the employment of Ian
Fraser ("you" or the "Executive") with JetForm Corporation (the  "Corporation").
The Corporation  believes that it is reasonable and fair to the Corporation that
you receive fair  treatment  in the event of the  termination  without  cause or
adverse modification without cause of your employment. In consideration thereof,
and by your  execution  of this  Agreement  below,  you wish to abide by various
non-competition   and  confidentiality   restrictions   contained  herein,  your
violation of which would be highly detrimental to the Corporation,  and both you
and the  Corporation  wish  formally  to agree as to the  terms  and  conditions
contained  herein  that will  govern the  termination  or  modification  of your
employment.

                    Article I - Preamble and Interpretation

1.0       The parties  agree that the  Executive's  original  date of employment
          with the corporation for the purposes of this agreement is January 13,
          1997.


1.1       The parties agree,  and represent and warrant to each other,  that the
          above preamble is true and accurate and is incorporated into the terms
          of this Agreement.

1.2       The headings of the Articles, sections, subsections and clauses herein
          are inserted for  convenience  of reference  only and shall not affect
          the meaning or construction hereof.

1.3       For the purposes of this Agreement, the following terms shall have the
          following meanings, respectively:

          (a)       "Annual Salary" means the sum of:

                    (i)       the annual salary of the Executive, payable to the
                              Executive  by  the  Corporation  at  the  Date  of
                              Termination   or  as  at  the  end  of  the  month
                              immediately   preceding   the   month   in   which
                              termination occurs (the "Prior Month"),  whichever
                              is greater,  and if an annual  salary has not been
                              established, it shall be calculated by multiplying
                              the monthly  salary of the Executive in effect for
                              the Prior Month by 12; and

                    (ii)      the   aggregate   amount   of  all   remuneration,
                              salaries, bonuses and benefits (including, without
                              limitation,    health,   dental   and   disability
                              coverage)  not  included  in clause (i) above that
                              the board of directors of the  Corporation  acting
                              reasonably  estimates  would  be  payable  to  the
                              Executive during the 12 month period following the
                              termination of the  Executive's  employment by the
                              Corporation  assuming:  (1) the  employment of the
                              Executive was not  terminated  during such period;
                              and  (2)  the   Executive   benefited   from   and
                              participated  in  such   remuneration,   salaries,
                              bonuses and  benefits on a basis  consistent  with
                              practices in effect for senior  executives  of the
                              Corporation  immediately  prior  to  the  Date  of
                              Termination;

          (b)       "Date of Termination"  shall mean the date of termination of
                    the Executive's  employment,  whether by the Executive or by
                    the Corporation or by death of the Executive;

          (c)       "Disability"   shall   mean  the   Executive's   failure  to
                    substantially  perform his duties on a full-time basis for a
                    period of six months out of any 18-month period,  where such
                    failure is a result of physical or mental illness;

          (d)       "Good  Reason"  shall  include,   without  limitation,   the
                    occurrence of any of the following  without the  Executive's
                    written  consent  (except in connection with the termination
                    of the  employment  of  the  Executive  for  Just  Cause  or
                    Disability):

                    (i)       a material  reduction  by the  Corporation  of the
                              Executive's salary,  benefits or any other form of
                              remuneration or any change in the basis upon which
                              the Executive's salary, benefits or any other form
                              of  remuneration  payable  by the  Corporation  is
                              determined  other than a reduction  or change in a
                              manner which is consistent with industry practices
                              generally  in effect  prior to such  reduction  or
                              change.

                    (ii)      any  failure by the  Corporation  to  continue  in
                              effect  any  substantive  benefit,  bonus,  profit
                              sharing,  incentive,  remuneration or compensation
                              plan, pension plan or retirement plan in which the
                              Executive   was   participating   or  entitled  to
                              participate  immediately  prior  to  such  failure
                              other than a failure to  continue  such  benefits,
                              bonuses  or  plans  on  a  basis  consistent  with
                              industry  practices  generally  in effect prior to
                              such failure, or the Corporation taking any action
                              or  failing  to take any  action,  the  failure of
                              which  would  adversely   affect  the  Executive's
                              participation  in or reduce his rights or benefits
                              under or  pursuant  to any such plan other than an
                              action  or  failure  to take an  action on a basis
                              consistent  with industry  practices  generally in
                              effect  prior to such  action or  failure,  or the
                              Corporation  failing to increase  or improve  such
                              rights  or  benefits  on a basis  consistent  with
                              industry  practices  generally  in effect prior to
                              such failure; or

                    (iii)     any  material  breach  by the  Corporation  of any
                              provision of this Agreement; or

                    (iv)      the  failure by the  Corporation  to obtain,  in a
                              form   satisfactory   to  the   Executive   acting
                              reasonably,   an  effective   assumption   of  its
                              obligations  hereunder  by  any  successor  to the
                              Corporation,  including a successor  to a material
                              portion of its business; and

          (g)       "Just Cause" shall mean:

                    (i)       gross insubordination;

                    (ii)      the continued  failure or refusal by the Executive
                              to  substantially  perform his duties according to
                              the terms of his employment, after the Corporation
                              has given the Executive  notice of such failure or
                              refusal and a  reasonable  opportunity  to correct
                              it,  except  where such acts or  omissions  by the
                              Executive:

                              (A)       follow an event defined  herein as "Good
                                        Reason"; or

                              (B)       result from the Executive's Disability.

                    (iii)     dishonesty   by  the   Executive   affecting   the
                              Corporation;

                    (iv)      use by the  Executive  of drugs or of alcohol in a
                              manner  which  materially  affects  his ability to
                              perform his employment duties;

                    (v)       any  improper  act  by  the  Executive   that  the
                              Executive  knows  or  should  reasonably  know  is
                              substantially  inconsistent  with his duties as an
                              Executive; or

                    (vi)      any criminal act of  dishonesty  by the  Executive
                              resulting  or  intended  to  result   directly  or
                              indirectly  in personal  gain of the  Executive at
                              the Corporation's expense.

                      Article II - Duties and Compensation

2.1       The Executive shall serve the Corporation and any  subsidiaries of the
          Corporation  in such  capacity or  capacities  and shall  perform such
          duties and  exercise  such powers  pertaining  to the  management  and
          operation of the Corporation  and any  subsidiaries of the Corporation
          as may be  determined  from time to time by the board of  directors of
          the  Corporation  consistent  with the  office of the  Executive.  The
          Executive shall:

          (a)       devote his full time and attention and his  reasonable  best
                    efforts  during  normal  business  hours to the business and
                    affairs of the Corporation;

          (b)       perform those duties that may  reasonably be assigned to the
                    Executive  diligently  and  faithfully  to the  best  of the
                    Executive's  abilities  and in  the  best  interests  of the
                    Corporation;

          (c)       faithfully  observe and abide by all the 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; and

          (d)       use his reasonable best efforts to promote the interests and
                    goodwill of the Corporation.

2.2       Subject  to  Article  3  hereof,  the  Annual  Salary  payable  to the
          Executive shall be determined  during the annual review process by the
          direct line reporting  executive and approved where  applicable by the
          Chief Operating Officer, the President,  or the Compensation Committee
          of the Board of Directors.

2.3       The  Executive  shall also be  entitled to receive  the  vacation  and
          benefits  set forth on a basis  consistent  with the company  practice
          generally  in effect for other  executives  of the  corporation  which
          benefits  may be  amended  from  time to time by the  Corporation  but
          subject always to the provisions of Article 3 hereof.

         Article III - Obligations of the Corporation upon Termination

3.1       The Corporation shall have the following obligations in the event that
          the Executive's employment is terminated:

          (a)       Death,   Disability  or  Retirement.   If  the   Executive's
                    employment is terminated by reason of the Executive's death,
                    Disability or retirement,  the Executive or the  Executive's
                    family,  as the case may be,  shall be  entitled  to receive
                    benefits in a manner  consistent  with and at least equal in
                    amount to those made available by the  Corporation to senior
                    executives or surviving families of the senior executives of
                    the  Corporation  under such plans,  programs  and  policies
                    relating  to (i) family  death  benefits,  if any, as are in
                    effect  at  the  date  of the  Executive's  death;  or  (ii)
                    Disability  or  retirement,  if any, as are in effect at the
                    Date of Termination, as the case may be.

          (b)       Termination   by  the   Corporation   for  Just   Cause  and
                    Termination by the Executive Other Than for Good Reason.  If
                    the Executive's  employment is terminated by the Corporation
                    for Just Cause, or is terminated by the Executive other than
                    for Good Reason, the Corporation shall pay to the Executive,
                    if not  theretofore  paid, the fraction of the Annual Salary
                    and  vacation  pay,  if any,  earned  by or  payable  to the
                    Executive by the Corporation  during the then current fiscal
                    year of the  Corporation for the period to and including the
                    Date of Termination,  and the Corporation shall not have any
                    further obligations to the Executive under this Agreement or
                    otherwise.

          (c)       Termination  by the  Corporation  Other Than for Just Cause,
                    Disability  or Death and  Termination  by the  Executive for
                    Good Reason.  Either party must give 60 days written  notice
                    of  such  termination.  If  the  Executive's  employment  is
                    terminated  by the  Corporation  other than for Just  Cause,
                    Disability,  retirement  or  death or is  terminated  by the
                    Executive for Good Reason:

                    (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 annual salary;

                    (ii)      subject to the provisions of Section 9 of the 1995
                              Stock Option Plan and Section 16 of the 1993 Stock
                              Option Plan, the Corporation shall ensure that all
                              options   to   acquire   common   shares   of  the
                              Corporation  held by the  Executive on the Date of
                              Termination   shall   continue   to  vest  and  be
                              exercisable  for  the  full  period  during  which
                              Executive is compensated by the Corporation as set
                              forth in Section  3.2.  As of the last day of such
                              period,  the  executive  shall  have  30  days  to
                              exercise all vested options.  On the 31st day, all
                              unexercised   options   vested  or  unvested   are
                              cancelled.   Notwithstanding  the  foregoing,  all
                              options held by the Executive, whether then vested
                              or not, shall immediately  become exercisable (and
                              shall remain  exercisable for the period of thirty
                              days  following  the  Date of  Termination  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 any 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 $15,000;

                    (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.

          Upon   compliance   with  clauses  (c)(i)  through  (vi)  above,   the
          Corporation  shall have no further  obligations to the Executive under
          this   Agreement  or   otherwise   and  the   Executive   agrees  that
          notwithstanding  any other provision  contained herein,  the Executive
          shall not have any right to commence any action for wrongful dismissal
          or termination.

3.2       The benefits  payable under this Article III shall be paid as follows:
          (a) with  respect to that  portion of the Annual  Salary  relating  to
          salary and related  benefits of the  Executive,  at the  Corporation's
          regular pay periods and (b) with  respect to all other  amounts,  on a
          basis  consistent  with practices in effect  immediately  prior to the
          Date of Termination.  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.

    Article IV - Non-Competition, Confidentiality and Inventions and Patents

4.1       The Executive  shall not while an Executive of the Corporation and for
          a period  of 12  months  following  the Date of  Termination,  for any
          reason whatsoever,  anywhere in North America, directly or indirectly,
          either  individually  or in  partnership,  or in conjunction  with any
          other  persons  or  corporations  as  principal,  agent,  shareholder,
          employee,   advisor,  lender,  guarantor  or  in  any  other  capacity
          whatsoever:

          (a)       carry on or be engaged in or be connected with or interested
                    in or receive royalties or other compensation from a segment
                    of any business which is directly or indirectly  competitive
                    with  the  business  of  the   Corporation  or  any  of  its
                    subsidiaries; or

          (b)       contact  or  solicit  any   designated   customers   of  the
                    Corporation or any of its  subsidiaries  for the purposes of
                    selling to the designated customers any products or services
                    which are the same as or are competitive  with, the products
                    or  services  sold  by  the   Corporation   or  any  of  its
                    subsidiaries  during  the  term of this  Agreement.  For the
                    purpose of this  section,  a designated  customer  means any
                    person or entity who was a customer  of the  Corporation  or
                    any of its subsidiaries while the Executive was an Executive
                    of the Corporation.

          Notwithstanding  the foregoing,  the Executive may hold up to five per
          cent of the issued and  outstanding  securities of any publicly traded
          company.

4.2       The Executive  shall not while an Executive of the Corporation and for
          a period of 12 months  thereafter,  directly or indirectly,  employ or
          retain as an independent contractor any employee of the Corporation or
          any of its subsidiaries or induce or solicit, or intend to induce, any
          such person to leave his/her employment.

4.3       The Executive acknowledges and agrees that:

          (a)       in the course of performing his duties and  responsibilities
                    as an  officer  of the  Corporation,  he has  had  and  will
                    continue  in the  future to have  access to and has been and
                    will be entrusted with detailed confidential information and
                    trade  secrets  (printed  or  otherwise)   concerning  past,
                    present,   future  and  contemplated   products,   services,
                    operations  and marketing  techniques  and procedures of the
                    Corporation  and  its   subsidiaries,   including,   without
                    limitation,   information  relating  to  past,  present  and
                    prospective clients,  customers,  suppliers and employees of
                    the Corporation and its  subsidiaries  (collectively  "Trade
                    Secrets"),  the disclosure of any of which to competitors of
                    the Corporation or to the general public, or the use of same
                    by the Executive or any competitor of the Corporation or any
                    of its  subsidiaries,  would be  highly  detrimental  to the
                    interests of the Corporation;

          (b)       the  Executive,  while an  officer  and/or  employee  of the
                    Corporation,  owes  fiduciary  duties  to  the  Corporation,
                    including  the  duty  to act in the  best  interests  of the
                    Corporation; and

          (c)       the  right to  maintain  the  confidentiality  of the  Trade
                    Secrets,   the  right  to  preserve   the  goodwill  of  the
                    Corporation   and  the   right   to  the   benefit   of  any
                    relationships  that have developed between the Executive and
                    the customers,  clients and suppliers of the  Corporation by
                    virtue of the  Executive's  employment  with the Corporation
                    constitute proprietary rights of the Corporation,  which the
                    Corporation is entitled to protect.

          In  acknowledgement  of the matters  described  above,  the  Executive
          hereby agrees that he will not,  during the term of this  Agreement or
          any time  thereafter  following the  termination of employment for any
          reason,  directly or  indirectly  disclose to any person or in any way
          make use of (other  than for the benefit of the  Corporation),  in any
          manner,  any of the Trade  Secrets,  provided  that such Trade Secrets
          shall  be  deemed  not  to  include  information  that  is or  becomes
          generally available to the public other than as a result of disclosure
          by the Executive.

4.4       Any invention (whether patentable or otherwise),  improvement, device,
          industrial  design,  copyright,  know-how  or  other  intellectual  or
          industrial  property developed,  invented,  created or improved by the
          Executive  during  the  term of this  Agreement  or  prior to the date
          hereof while the Executive was employed by the  Corporation in respect
          of  the  Corporation's  business   (collectively,   the  "Intellectual
          Property")  shall be the exclusive  property of the  Corporation.  The
          Corporation shall have the exclusive right to file patent applications
          and to obtain patents, to register industrial designs and copyright in
          the  name of the  Corporation  in  connection  with  the  Intellectual
          Property. The Executive shall execute, from time to time, upon request
          by the  Corporation,  assignments  of the  Executive's  rights  in the
          Intellectual  Property to the  Corporation,  shall co-operate with the
          Corporation in documenting the ownership of the Intellectual  Property
          by the Corporation,  and shall provide all necessary assistance in the
          filing  and   prosecution   of  any   applications   to  register  the
          Intellectual Property. The Executive hereby waives his moral rights to
          the Intellectual  Property at common law and under section 14.1 of the
          Copyright  Act or successor  provisions  from time to time,  which are
          acknowledged to include the right to the integrity of the Intellectual
          Property and the right, where reasonable in the  circumstances,  to be
          associated  with the  Intellectual  Property  or an  author by name or
          under  a  pseudonym  and  the  right  to  remain  anonymous  when  any
          translation  of the  Intellectual  Property is produced,  performed or
          published.

4.5       The Executive  acknowledges  that a breach or threatened breach by the
          Executive  of the  provisions  of any of this Article 4 will result in
          the Corporation and its shareholders  suffering irrevocable harm which
          is not  capable  of being  calculated  and  which  cannot  be fully or
          adequately compensated by the recovery of damages alone.  Accordingly,
          the Executive agrees that the Corporation shall be entitled to interim
          and  permanent  injunctive  relief,  specific  performance  and  other
          equitable  remedies,  in  addition  to any  other  relief to which the
          Corporation may be entitled.

                               Article V- General

5.1       The Executive  acknowledges  that he has had an  opportunity to obtain
          independent legal advice before signing this Agreement 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 Agreement 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 position
          in the event of termination.

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.

5.3       If any  provision  of  this  Agreement  is  determined  to be  void or
          unenforceable in whole or in part, it shall not be deemed to affect or
          impair  the  validity  of any  other  provision  herein  and each such
          provision is deemed to be separate, distinct and severable.

5.4       Any notice  required or  permitted  to be given  under this  Agreement
          shall be in writing and shall be properly  given if  delivered by hand
          or mailed by prepaid registered mail addressed as follows:

          (a)       in the case of the Corporation, to:

                    JetForm Corporation
                    560 Rochester Street
                    Ottawa, Ontario
                    K1S 5K2
                    Attention: Chief Executive Officer

          (b)       in the case of the Executive, to:

                    Ian Fraser
                    c/o JetForm Corporation

          or to such other  address as the parties may from time to time specify
          by notice given in accordance  herewith.  Any notice so given shall be
          conclusively deemed to have been given or made on the day of delivery,
          if delivered,  or if mailed by registered mail, upon the date shown on
          the  postal  return  receipt  as the  date  upon  which  the  envelope
          containing such notice was actually received by the addressee provided
          in the event of mail disruption, delivery may only be made by hand.

5.5       This  Agreement  shall enure to the benefit of and be binding upon the
          Executive  and his heirs,  executors and  administrators  and upon the
          Corporation and its successors and assigns.

5.6       Nothing herein  derogates from any rights the Executive may have under
          applicable  law, and in particular  the parties agree that the rights,
          entitlements  and benefits set out in this Agreement to be paid to the
          Executive shall in no event be less than the  Executive's  entitlement
          pursuant to the  Employment  Standards  Act (Ontario) or any successor
          legislation  from time to time. Any payments made hereunder are agreed
          to be inclusive of all payments  required of the Corporation under the
          said legislation.

5.7       This  Agreement may be amended only by an instrument in writing signed
          by both parties.

5.8       Neither party may waive or shall be deemed to have waived any right it
          has under this Agreement  (including under this section) except to the
          extent that such waiver is in writing.

                                    *********

     If you are in agreement  with the foregoing  terms and  conditions,  kindly
execute  below  where  indicated  and  return  one fully  executed  copy of this
Agreement to the attention of Rosemary  Laurin,  Vice President Human Resources,
JetForm Corporation, 560 Rochester Street, Ottawa, Ontario K1S 5K2


                                        Yours very truly,

                                        JETFORM CORPORATION


                                        Per:
                                            ------------------------------------
                                            Authorized Officer

Accepted and agreed this ____ day
of ____________, 1998.

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