<PAGE>

                                                                  Exhibit 10(d)

VIA Facsimile and U.S. Mail

November 4, 1998

To the Holders of 6% Convertible Preferred Stock
         of Interleaf, Inc.



Re:       6% Convertible Preferred Stock

Gentlemen:

Reference is made to the Letter Agreement dated October 27, 1998 (the "Letter
Agreement"), sent by Interleaf, Inc. ("Interleaf") to each of you as holders of
the 6% Convertible Preferred Stock of Interleaf ("6% Preferred").



Commitments Received From 75% of the Holders

Interleaf is pleased to advise you that it has received executed counterparts to
the Letter Agreement from the holders of at least 75% of the 6% Preferred
currently outstanding. Accordingly, we are moving forward to close the
transactions contemplated by the Letter Agreement immediately.



Additional Terms

In connection with obtaining the executed counterparts to the Letter Agreement,
the Company agreed that if the Company enters into written commitment(s) to
issue equity or debt securities for cash or other consideration (other than in
connection with the exercise of currently outstanding employee options) during
the period beginning on the date hereof and ending on January 31, 1999, the
Company shall offer to all holders of 6% Preferred who returned an executed
counterpart to the Letter Agreement the opportunity to participate in such
issuance on the same terms and conditions offered to other investors
participating therein.

Participation in any such issuance by all holders of 6% Preferred who returned
an executed counterpart to the Letter Agreement shall be capped at the lesser of
100% of the aggregate portion of such issuance being offered to such other
investors or 50% of the notional value (i.e., $1,000 per share) of the aggregate
shares of 6% Preferred held by such holders as of the date of the Letter
Agreement, with each holder being offered a participation therein based on its
pro rata portion of the aggregate shares of 6% Preferred held by such holders as
of the date of the Letter Agreement.

Please note that you are not being asked to make any decision regarding your
participation in any such issuance at this time. The Company will provide you
with notice of, and information and documentation concerning any such issuance,
if any, at the time thereof, and you will be given five days from such notice to
respond.


<PAGE>


                                                   Series D Closing Instructions
                                                                November 4, 1998
                                                                     Page 2 of 3



Closing Information

1.   Please sign where provided below and attached certificate(s) representing
     all shares of Series D Stock held by you, accompanied by stock powers duly
     endorsed in blank or duly executed instruments of transfer.

2.   Within three (3) business days from the receipt by Interleaf of
     certificates representing all shares of Series D Stock held by you and by
     all other persons who executed a counterpart to the Letter Agreement,
     Interleaf will: (a) instruct its transfer agent to issue such number of
     shares of Common Stock to you as required under the Letter Agreement; and
     (b) mail to you (i) a check in the dollar amount required under the Letter
     Agreement, and (ii) certificate(s) representing the balance, if any, of
     shares of Series D Stock still held by you.

3.   The Company hereby represents and warrants to each of you that the shares
     of Common Stock to be delivered to you were registered under the Securities
     Act of 1933 on the Registration Statement on Form S-3 filed by the Company
     on November 26, 1997.

4.   Each of you hereby represents and warrants to the Company, severally and
     not jointly, that:

     a)  you have, and upon consummation of the transactions contemplated by
         this Letter Agreement the Company will acquire, good, valid and
         marketable title to all of the shares of Series D Stock set forth
         beside your name on the signature pages hereto, free and clear of all
         liens;

     b)  you have reviewed all reports and proxy statements filed by the Company
         with the Securities and Exchange Commission under the Securities
         Exchange Act of 1934 since March 31, 1998;

     c)  you have had the opportunity to make inquiry concerning the Company and
         its business and personnel and the terms of this transaction;

     d)  the officers of the Company have made available to you any and all
         written information that you have requested and have answered to your
         satisfaction all inquiries made by you; and

     e)  you are not subject to any claim of any broker, finder, consultant or
         intermediary who might, directly or indirectly, be entitled to a fee or
         commission in connection with the consummation of the transactions
         contemplated hereby.

5.   Each of you hereby (a) withdraws all notices of conversion of Series D
     Stock under the Agreement with respect to which shares of Common Stock have
     not been issued and delivered by the Company prior to the date hereof, and
     (b) releases the Company and its directors and officers from all manner of
     claims, liabilities, obligations or suits, in law or in equity, with
     respect thereto.

6.   The Preferred Stock Investment Agreements dated as of September 30, 1997
     between the Company and each of you, and the Series D certificate of
     designation, shall remain in full force and effect; provided, however, that
     notwithstanding anything to the contrary in the foregoing, from and after
     the closing of the transactions contemplated by the Letter Agreement, the
     Conversion Price (as defined in the Series D certificate of designation)
     for all shares of Series D Stock still held by you, if any, shall be $1.40.
     The Letter Agreement is terminated and of no further force or effect.



<PAGE>

                                                   Series D Closing Instructions
                                                                November 4, 1998
                                                                     Page 3 of 3


7.   Each of you and the Company will pay its own costs and expenses, including
     attorneys' fees and expenses incurred by you in connection with the
     transactions contemplated herein or in the Letter Agreement.

If you are in agreement with the foregoing, please sign, date and return this
letter, which will constitute our agreement with respect thereto, together with
your Series D Stock certificates.

Interleaf, Inc.



By:
     -------------------------------
     Craig Newfield, General Counsel

THE INVESTOR:

<TABLE>
<CAPTION>

                                                   Shares of Series D             To be Delivered by the Company
                                                 Stock Being Converted           Common Stock           Bank Check
                                                 ---------------------           ------------           ----------
<S>                                              <C>                             <C>                    <C>    
Name of Investor
           Name of Investor


      By:
           ----------------------------------
                                                          X00                      X00,000               $X00,000
    Name:
           ----------------------------------

   Title:
           ----------------------------------
                                                              No. of Series D Shares held by the
                                                              Investor after these transactions:
    Date:                                                                                                    0
           ----------------------------------                                                       --------------------

</TABLE>