Exhibit 10(z1)

March 28, 1997

Mr. Michael Torto
32 Boston Road
Westford, MA 01886

Dear Mike:

I am delighted to offer you the position of Vice President of Marketing for
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 Vice President of Marketing position is one of the most important officer
level positions in our company. You will be responsible for all aspects of
marketing strategy, planning, programming and organizational development. As a
direct report to the Chief Executive Officer, you will also be asked to
participate in developing our long-term strategy and operating plans. The base
salary for the Vice President of Marketing position is $165,000. In addition to
the base salary, we have developed an incentive compensation program that is
designed to reward you for meeting quarterly performance goals. The incentive
compensation program will provide you with a bonus of $100,000 upon achievement
of mutually agreed to revenue and profit targets and an escalation bonus should
you exceed the target. The incentive bonuses will be distributed to you in
quarterly amounts of $25,000 for 100% revenue and profit attainment. For
under/over attainment, the bonus payment will be made utilizing the following
formula:

            At 80% of goal for the quarter, you will be paid $15,000. 
            At 90% of goal for the quarter, you will be paid $20,000. 
            At 100% of goal for the quarter, you will be paid $25,000. 
            At 125% of goal for the quarter, you will receive $30,000. 
            At each 25% above 125% of goal for the quarter,  you will 
            receive $10,000.

The total annual on target compensation for this position is $265,000. The
incentive compensation goals will be determined as part of the planning process
that is currently underway. I am excited to have you participate in this
planning process to insure that the goals that are developed reflect your input.
Please note that there is no limit to your incentive compensation. I fully
intend to reward you for achievement above and beyond the defined targets.
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I am also delighted to offer you 200,000 stock options. The price of the options
will be based upon the then current price on your start date. The options will
vest over a 4 year period with additional provision made for a 75% vesting of
all your shares in the event of a majority acquisition of Interleaf. As we
discussed, I am fully committed to having you achieve your long-term
compensation goals. If we can demonstrate results that create even moderate
market demand for the Interleaf stock, you could realize your goal of $1,000,000
in personal worth within the four year period. 

Your compensation will also include a complete executive benefits program.
Details regarding this program are appended to the offer.

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 April 14,
1997. It is critical that you join us for the AIIM conference. 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/ Robert Langer
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Robert Langer
Chief Financial Officer

Accepted:


/s/ Michael Torto          3/29/97
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Michael Torto               Date: