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EXHIBIT 10.22


February 3, 1998

Mr. Peter J. Rice
16 Leland Road
Westford, MA  01886

Dear Peter,

I am delighted to offer you the position of Vice President Finance and 
Administration and Chief Financial Officer of Interleaf, Inc. Our company is 
at a very important juncture. Tremendous opportunities for success are within 
our sights but there is work to be done. Your credentials and energy are very 
impressive. I am sure that you will have a positive influence on our results.

The Position
The Vice President Finance and Administration and Chief Financial Officer 
position is one of the most important Officer level positions in our company. 
You will be responsible for all aspects of our company's finance and 
administration worldwide. As a direct report to the Chief Executive Officer, 
you will also be asked to participate in developing our long-term strategy, 
interface directly with the Board of Directors and participate on the senior 
management team.

Compensation Package
The base salary for the Vice President Finance and Administration and Chief 
Financial Officer position is $6,153 per pay period (26 per year), and you 
will participate in an annual incentive compensation pool with total on 
target annual earnings of $225,000.

In addition to your base and bonus compensation, you will receive a signing 
bonus of $30,000 to be utilized for the purchase of Interleaf stock by 
yourself in the open market during your first ten (10) days of employment. 
You are responsible for any taxes on this bonus. This stock will be yours to 
hold and keep, but it is expected that you will not sell prior to a liquidity 
event, the passage of two years of your departure from the company. We 
believe that your becoming an immediate equity holder will provide you a 
stronger leadership stance and ease communication with external constituents.

Your incentive compensation program is designed to reward you for meeting our 
annual performance goals. The incentive compensation program will provide you 
with a bonus pool of $65,000 upon achievement of Interleaf's annual business 
plan, revenue and profit targets, and an escalation bonus should we exceed 
the target. The incentive bonus will be distributed to you annually in the 
amount of $65,000 for 100% revenue, profit, cash and specific MBO attainment. 
The specific calculation of bonus payment is detailed in the attached Senior 
Managers Compensation Plan.

Equity Participation
In addition to your signing bonus, I am delighted to offer you 225,000 stock 
options. These options will be granted at the next regularly scheduled Board 
meeting, with an exercise price equal to fair market value of the Common 
Stock on the date of grant, vesting in four equal annual installments 
commencing one year from the date of grant. As we discussed, I am fully 
committed to having you achieve your long-term compensation goals.


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Please note that this letter does not constitute an employment agreement. In 
the unlikely circumstance that you are terminated without cause, the company 
will pay you 13 equal payments over six (6) months in an amount equal to six 
(6) months base salary, based on your annual base salary at the highest rate 
in effect during the 12-month period immediately preceding the effective date 
of termination.

Benefits Package
Your compensation will also include participate in our standard corporate 
benefits program, a summary of which is attached.

I am very much looking forward to your joining our team. I know that you will 
do an outstanding job in this critical role. Your expected start date is 
February 21, 1998. Please indicate your acceptance and agreement with the 
terms of this employment offer by signing below. Again, we look forward to 
your joining the team.

Sincerely,


  /s/ Jaime W. Ellertson
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Jaime W. Ellertson
President and Chief Executive Officer


Accepted:


  /s/ Peter J. Rice                                    February 4, 1998
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       Peter J. Rice                                         Date