Exhibit 10(s)


                                            June 5, 1995
G. Gordon M. Large
27 East Gate Road
Lloyd Harbor, NY 11743


Dear  Gordon,

It is with great pleasure that I extend the following offer to have you join
Interleaf, Inc. as Executive Vice President and Chief Financial Officer. We
are enthusiastic about getting going and I know that I speak for the rest of
the executive board members and Board of Directors in welcoming you to the
team, if you decide to say "yes" to Interleaf.

The following outlines the elements of our offer:

POSITION: Executive Vice President and Chief Financial Officer

ON TARGET EARNINGS: $320,000

SALARY: Base salary of $210,000 per year subject to annual review by the
Compensation Committee of the Board of Directors.

RELOCATION:

You agree to relocate to the Boston area on or before
3/31/96. In the interim, Interleaf will pick up all reasonable living and
travel expenses while you commute between your home and our Waltham office.
Also, Interleaf will pay for four house-hunting trips for you and your spouse
during this period. (If these reimbursements are taxable income, Interleaf
will also provide a full tax grossup.)

Interleaf will also reimburse you for the following costs:
(1) all closing costs and  real estate fees in selling your
current home; (2) all closing costs,  real estate fees  and mortgage
points on a new mortgage in purchasing a house in the Boston area; (3) actual
moving costs for this relocation; and (4) up to three months of carrying
costs (mortgage payments, insurance and basic maintenance) on your current
house if you relocate to either a rented or purchased house in the Boston
area before your current house is sold. (This applies to your primary
residence only.) It is understood that you may not be able to sell your
current house before 3/31/96, and that you may elect to rent rather than
purchase for some time after you relocate. As a result, some or all costs
listed above may not occur until after 3/31/96, but Interleaf will
nevertheless reimburse you for such costs provided they are incurred or you
have become obligated to incur them while you are an employee of the company
or any successor.

BONUS: (See attached)

(G) Quarterly and annual bonuses of $110,000 at on target performance,
    of which 50% ($55,000) is guaranteed. Your 1996 plan is attached.



STOCK OPTIONS:

In order to induce to accept the offer of employment set
in this letter, Interleaf will grant to you a stock option
for the purchase of 225,000 shares of common stock of Interleaf, Inc., at an
exercise price equal to the fair market value of the Interleaf common stock
on the day you start your employment with Interleaf. This option will vest
over a four year period.

BENEFITS:

Commensurate with Interleaf's benefit package for senior management,
the company will provide complete health, dental, short and long term
disability benefits, as well as life insurance in the amount of $500,000.

If Interleaf's benefit does not cover current pre-existing conditions,
then Interleaf agrees to reimburse employee for the COBRA payments for up
to one year.

SEVERANCE:

In the event, during the first two years of employment, of the company or any
successor terminating your employment for any reason but cause, we will
provide one year of on target compensation. Any reduction of salary or on
target earnings, reduction in position, or material reduction in
responsibilities shall be deemed to be constructive termination, and you may
elect to leave the company or its successor and receive the payment described
above.

CHANGE OF CONTROL PROVISIONS:

In the event, during the first five years of your employment, that
the company is purchased or merged into another company, substantially
all of the assets of the company are sold, effective control of the company
is acquired by another company or an investment group, or a similar
transaction occurs, we will vest one-half of all unvested stock options at
the time such event occurs.

START DATE: June 19, 1995

Gordon, as Executive VP and Chief Financial Officer, we are truly looking
to you to help lead the company over the coming years.

Sincerely,

/S/ ED KOEPFLER
President and CEO

cc.  Clinton P. Harris



Accepted by:

/S/ G. GORDON M. LARGE      Date  6/5/95