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                                EXHIBIT 10(b2)

                               INTERLEAF, INC.

                     1987 EMPLOYEE STOCK PURCHASE PLAN

AMENDED EFFECTIVE AS OF MAY 1, 1989, APRIL 11, 1991, MAY 2, 1993 
AND MAY 3, 1996.

1. PURPOSES.

    The 1987 Employee Stock Purchase Plan of Interleaf, Inc. (the "Plan") is 
intended to provide a method whereby employees of Interleaf, Inc. and its 
subsidiary corporations (hereinafter collectively referred to, unless the 
context otherwise requires, as "the Company") will have an opportunity to 
acquire a proprietary interest in the Company through the purchase of shares 
of the common stock of the Company ("Common Stock"). It is the intention of 
the Company to have the Plan qualify as an "employee stock purchase plan" 
under Section 423 of the Internal Revenue Code of 1986, as amended (the 
"Code"). The provisions of the Plan shall, accordingly, be construed so as to 
extend and limit participation in a manner consistent with the requirements 
of that Section of the Code.

2. DEFINITIONS.

    (a)  "base pay" means regular straight-time earnings (as the same may be 
adjusted from time to time) but excluding payments for overtime, shift 
differentials, incentive compensation, bonuses and other special payments.

    (b)  "employee" means any person who is customarily employed for 20 or 
more hours per week and more than five months in a calendar year by the 
Company or by a subsidiary corporation.

    (c)  "Offering Commencement Date" means the applicable date on which an 
Offering under the Plan commences pursuant to Paragraph 4.

    (d)  "Offering Termination Date" means the applicable date on which an 
Offering under the Plan terminates pursuant to Paragraph 4.

    (e)  "subsidiary corporation" means any present or future corporation 
which (i) is a "subsidiary corporation" as that term is defined in Section 
425 of the Internal Revenue Code of 1954 and (ii) is designated as a 
participant in the Plan by the Board of Directors or Committee described in 
Paragraph 14.

    (f)  "total compensation" means base pay plus payments for overtime, 
shift differentials, incentive compensation, bonuses and other special 
payments.

3. ELIGIBILITY.

    (a)  Any employee who shall have completed three months employment and 
shall be employed by the Company on the applicable Offering Commencement Date 
shall be eligible to participate in the Plan.

    (b)  Any provision of the Plan to the contrary notwithstanding, no 
employee shall be granted an option to participate in the Plan:

         (i)  if, immediately after the grant, such employee would own stock,
     and/or hold outstanding options to purchase stock, possessing 5% or more 
     of the total combined voting power or value of all classes of stock of 
     the Company



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     or of any subsidiary of the Company (for purposes of this 
     Paragraph the rules of Section 425(d) of the Code shall apply in 
     determining stock ownership of any employee); or

         (ii) which permits his or her rights to purchase stock under all 
     employee stock purchase plans maintained by the Company and its 
     subsidiaries to accrue at a rate which exceeds $25,000 of the fair 
     market value of the stock (determined at the time such option is 
     granted) for each calendar year in which such option is outstanding at 
     any time. 

4. OFFERING DATES.

    The Plan will be implemented by sixteen (16) offerings (referred to 
herein collectively as "Offerings" and individually as an "Offering"), of a 
maximum of 50,000 shares (subject to adjustment as provided in Paragraphs 
13(a) and (18) each of Common Stock for the first four Offerings and a 
maximum of the total shares then remaining available to be issued and sold 
under the Plan for the final thirteen Offerings, as follows:

    (a)  Offering  I shall commence on May 1, 1987, and terminate on October 
31, 1987.

    (b)  Offering II shall commence on November 1, 1987, and terminate on 
April 30, 1988.

    (c)  Offering III shall commence on May 1, 1988, and terminate on October 
31, 1988.

    (d)  Offering IV shall commence on November 1, 1988, and terminate on 
April 30, 1989.

    (e)  Offering V shall commence on or about May 1, 1989, and terminate on 
or about October 31, 1989.

    (f)  Offering VI shall commence on or about November 1, 1989, and 
terminate on or about April 30, 1990.

    (g)  Offering VII shall commence on or about May 1, 1990, and terminate 
on or about October 31, 1990.

    (h)  Offering VIII shall commence on or about November 1, 1990, and 
terminate on or about April 30, 1991.

    (i)  Offering IX shall commence on or about May 1, 1991, and terminate on 
or about April 30, 1992.

    (j)  Offering X shall commence on or about May 1, 1992, and terminate on 
or about April 30, 1993.

    (k)  Offering XI shall commence on or about May 1, 1993, and terminate on 
or about April 30, 1994.

    (l)  Offering XII shall commence on or about May 1, 1994, and terminate 
on or about April 30, 1995.

    (m)  Offering XIII shall commence on or about May 1, 1995, and terminate 
on or about April 30, 1996.



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    (n)  Offering XIV shall commence on or about May 1, 1996, and terminate 
on or about April 30, 1997.

    (o)  Offering XV shall commence on or about May 1, 1997, and terminate on 
or about April 30, 1998.

    (p)  Offering XVI shall commence on or about May 1, 1998, and terminate 
on or about April 30, 1999.

Participation in any one or more of the sixteen (16) Offerings under the Plan 
shall neither limit, nor require, participation in any other Offering.

5. PARTICIPATION.

    All eligible employees will become participants in an Offering on the 
applicable Offering Commencement Date. Payroll deductions for a participant 
shall commence on the applicable Offering Commencement Date of the Offering 
and shall end on the Offering Termination Date of such Offering, unless 
sooner terminated pursuant to Paragraph 11.

6. PAYROLL DEDUCTIONS.

    (a)  Participants may elect to have amounts withheld from their total 
compensation by completing an authorization for a payroll deduction 
("Authorization") on the form provided by the Company and filing it with the 
Human Resources Department. At the time a participant files his Authorization 
for a payroll deduction, the participant shall elect to have deductions made 
from his or her pay on each payday during the time he or she is a  
participant in an Offering at the rate of 0, 1, 2, 3, 4, 5, 6, 7, 8, 9 or 10% 
of his or her total compensation. If a participant has not filed an 
Authorization for the applicable Offering at least seven (7) days prior to 
the applicable Offering Commencement Date, he or she shall be deemed to file 
an Authorization electing to withhold 0% of total compensation.

    (b)  All payroll deductions made for a participant shall be credited to 
his or her account maintained by the Company under the Plan. A participant 
may not make any separate cash payment into such account.

    (c)  Except as provided in Paragraphs 8(b) or 10, a participant may only 
make changes to the rate of deductions from his or her total compensation 
during an Offering by completing a new Authorization on the form provided by 
the Company and filing it with the Human Resources Department as provided 
herein. Such new Authorization shall be effective upon the commencement of 
the first pay period subsequent to its filing. A participant may change his 
or her Authorization at any time (subject to limitations on the frequency of 
such changes as may be imposed by rules adopted by the "Committee" (as 
defined in Paragraph 13)).

7. GRANTING OF OPTION.

    (a)  For each of the Offerings, a participating employee shall be deemed 
to have been granted an option (the "Option") on the applicable Offering 
Commencement Date, to purchase a maximum number of shares of the Common Stock 
equal to an amount determined as follows: 85% of the market value of a share 
of the Company's Common Stock on the applicable Offering Commencement Date 
shall be divided into an amount equal to 12% of the employee's estimated 
annualized total compensation as



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of such Offering Commencement Date. For all purposes of the Plan, the market 
value of the Company's Common Stock shall be determined as provided in clause 
(i) of subparagraph (b) below.

       Estimated annualized total compensation of participating employees 
shall be determined as follows: (i) in the case of full-time employees 
normally paid on an hourly rate, by multiplying his or her annualized base 
pay by 105%; (ii) in the case of salaried employees not eligible for bonuses, 
his or her annualized base pay; (iii) in the case of salespersons, two times 
annualized base pay; and (iv) in the case of employees eligible for bonuses, 
annualized base pay plus 80% of the maximum eligible bonuses as determined by 
management by objective for the current fiscal year.

       The annualized base pay of participating employees shall be determined 
as follows: (i) in the case of a full-time employee normally paid on an 
hourly rate, by multiplying his or her normal hourly rate of base pay by 
2080, (ii) in the case of a part-time employee normally paid on an hourly 
rate, by multiplying his or her normal hourly rate of base pay by the product 
of 52 times the number hours in his or her normal work week, (iii) in the 
case of an employee normally paid at a bi-weekly rate, by multiplying his or 
her normal bi-weekly rate of base pay by 26, (iv) in the case of a part-time 
employee normally paid at a weekly rate, by multiplying his or her normal 
weekly rate of base pay by 52; and (v) in the case of an employee normally 
paid at a monthly rate, by multiplying his or her normal monthly rate of base 
pay by 12.

    (b)  The purchase price of a share of Common Stock purchased pursuant to 
the Plan during each Offering (the "Option Exercise Price") shall be the 
lower of:

         (i)  85% of the last sale price of the Common Stock on the NASDAQ
    National Market System, as reported in THE WALL STREET JOURNAL, on the
    applicable Offering Commencement Date (or on the next regular business 
    date on which shares of Common Stock shall be traded if no shares of 
    Common Stock shall have been traded on such Offering Commencement Date); 
    or 

         (ii) 85% of the last sale price of Common Stock on the NASDAQ 
    National Market System, as reported in THE WALL STREET JOURNAL, on the 
    applicable Offering Termination Date (or on the next regular business 
    date on which shares of Common Stock shall be traded if no shares of 
    Common Stock shall have been traded on such Offering Termination Date).

8. EXERCISE OF OPTION.

    With respect to each Offering during the term of the Plan:

    (a)  Unless a participant gives written notice of withdrawal to the 
Company as provided in Paragraphs 8(b) and 10, his or her Option will be 
deemed to have been exercised automatically on the Offering Termination Date 
applicable to such Offering, for the purchase of the number of full shares of 
Common Stock which the accumulated payroll deductions (without interest) in 
his or her account maintained by the Company under the Plan at that time will 
purchase at the applicable Option Exercise Price (but not in excess of the 
number of shares for which options have been granted the employee pursuant to 
Paragraph 7(a)), and any excess in his or her account at that time will be 
returned to him or her, with simple interest at the rate of 4% per annum,



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based on the assumption that such excess comprises funds most recently 
deducted from the participant's pay; provided that any excess returned on 
account of fractional shares will not be credited with any interest.

    (b)  By written notice to the Human Resources Department of the Company 
at any time prior to the Offering Termination Date applicable to any such 
Offering, a participant may elect to withdraw all, but not less than all, the 
accumulated payroll deductions in his or her account at such time, with 
simple interest computed at the rate of 4% per annum as aforesaid.

    (c)  Fractional shares will not be issued under the Plan and any 
accumulated funds in a participant's account which would have been used to 
purchase a fractional shares or which are in excess of the limitations of 
Paragraph 7(a) shall be returned to an employee promptly following the 
termination of an Offering.

9. DELIVERY.

    As promptly as practicable after the Offering Termination Date of each 
Offering, the Company will deliver to each participant, as appropriate, the 
certificate or certificates representing the shares of Common Stock purchased 
upon the exercise of such participant's Option.

10. WITHDRAWAL.

    (a)  As indicated in Paragraph 8(b), a participant may withdraw payroll 
deductions credited to his or her account with the Company under any Offering 
at any time prior to the applicable Offering Termination Date by giving 
written notice of withdrawal to the Human Resources Department. All of the 
participant's payroll deductions credited to his or her account will be paid 
to the participant promptly after receipt of such notice of withdrawal and no 
further funds will be credited to his or her account during such Offering. 
The Company may, at its option, treat any attempt by an employee to borrow on 
the security of accumulated payroll deductions as an election, under 
Paragraph 8(b) to withdraw such payroll deductions.

    (b)  A participant's withdrawal from any Offering will not have any 
effect upon his or her eligibility to participate in any succeeding Offering 
or in any similar plan which may hereafter be adopted by the Company.

    (c)  Upon termination of the participant's employment for any reason, 
including retirement but excluding death or disability while in the employ of 
the Company, the payroll deductions credited to his or her account will be 
returned to the participant, with simple interest at the rate of 4% per 
annum, or, in the case of his or her death subsequent to the termination of 
employment, to the person or persons entitled thereto under Paragraph 14.

    (d)  Upon termination of the participant's employment because of 
disability or death, the participant or his or her beneficiary (as defined in 
Paragraph 14) shall have the right to elect, by written notice given to the 
Company's Human Resources Department prior to the expiration of the period of 
30 days commencing with the date of the disability or death of the 
participant, either

         (i)  to withdraw all of the funds credited to the participant's 
    account under the Plan with simple interest at the rate of 4% per annum; 
    or 




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         (ii) to exercise the participant's Option on the Offering 
     Termination Date next following the date of the participant's disability 
     or death for the purchase of the number of full shares of Common Stock 
     which the accumulated funds in the participant's account at the date of 
     the participant's disability or death will purchase at the applicable 
     Option Exercise Price, and any excess in such account will be returned 
     to the participant or said beneficiary.

       If no such written notice of election is received by the Human 
Resources Department, the participant or beneficiary shall automatically be 
deemed to have elected to withdraw the funds credited to the participant's 
account at the date of the participant's disability or death and the same 
will be paid promptly to the participant or said beneficiary with simple 
interest at the rate of 4% per annum as aforesaid.

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11. INTEREST.

    No interest will be paid or allowed on any money paid into the Plan or 
credited to the account of any participant employee except upon withdrawal as 
provided under Paragraphs 8(b) and 10 or upon the return of funds credited to 
the account as provided under Paragraph 12(a). In the event of the return of 
excess funds under Paragraphs 8(a) and 12(a), interest thereon, if any, shall 
be computed assuming that such excess comprises funds most recently deducted 
from the participant's pay.

12. STOCK.

    (a)  Subject to adjustment as provided in Paragraph 17, the maximum 
number of shares of Common Stock of the Company which may be issued and sold 
under the Plan is 2,500,000 shares. Such shares may be authorized and 
unissued shares or may be shares issued and thereafter acquired by the 
Company. The maximum number of shares of Common Stock which shall be made 
available for sale under the Plan shall be 50,000 shares, subject to 
adjustment as provided in Paragraph 17, for each of the first four Offerings 
and the total shares then remaining available to be issued and sold under the 
Plan for each of the remaining Offerings. For Offerings XI, XII, XIII, XIV, 
XV, and XVI, such limit shall not exceed 250,000 shares of common stock for 
each of said Offering. If the total number of shares for which Options are 
exercised on any Offering Termination Date in accordance with Paragraph 8 
exceeds the number of shares made available, the Company shall make a pro 
rata allocation of the shares available for delivery and distribution in as 
nearly a uniform manner as shall be practicable and as it shall determine to 
be equitable, and the balance of funds credited to the account of each 
participant under the Plan shall be returned to him or her as promptly as 
possible, with simple interest on such balance at the rate of 4% per annum, 
based on the assumption that such excess comprises funds most recently 
deducted from the participant's pay. If less than the number of shares made 
available are purchased during an Offering, the amount not purchased may be 
carried over to and made available during any subsequent Offering.

    (b)  The participant will have no interest in Common Stock covered by his 
or her Option until such Option has been exercised.

    (c)  Common Stock to be delivered to a participant under the Plan will be 
registered in the name of the participant, or, if the participant so directs, 
by written notice to the Company prior to the Offering Termination Date 
applicable thereto, in the names of the participant and one such other person 
as may be designated by the participant, as joint tenants with rights of 
survivorship, to the extent permitted by applicable law.

13. ADMINISTRATION.

    The Plan shall be administered by the Compensation Committee appointed by 
the Board of Directors of the Company (the "Committee"). The officer of the 
Company charged with day-to-day administration of the Plan shall, for matters 
involving the Plan, be an ex-officio member of that Committee. The 
interpretation and construction of any provision of the Plan and the adoption 
of rules and regulations for administering the Plan shall be made by the 
Committee, subject, however, at all times to the final approval of the Board 
of Directors of the Company. Such rules may include, without



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limitation, restrictions on the frequency of changes in withholding rates. 
Determinations made by the Committee and approved by the Board of Directors 
of the Company with respect to any matter or provision contained in the Plan 
shall be final, conclusive and binding upon the Company and upon all 
participants, their heirs or legal representatives. Any rule or regulation 
adopted by the Committee shall remain in full force and effect unless and 
until altered, amended, or repealed by the Committee or the Board of 
Directors of the Company.

14. DESIGNATION OF BENEFICIARY.

    A participant may file a written designation of a beneficiary who is to 
receive any shares of Common Stock and/or cash in the event of the death of 
the participant prior to the delivery of such shares or cash to the 
participant. Such designation of beneficiary may be changed by the 
participant at any time by written notice to the Human Resources Department 
of the Company. Within 30 days after the participant's death, the beneficiary 
may, as provided in Paragraph 10(d), elect to exercise the participant's 
Option when it becomes exercisable on the Offering Termination Date of the 
then current Offering. Upon the death of a participant and upon receipt by 
the Company of proof of the identity and existence at the participant's death 
of a beneficiary validly designated by the participant under the Plan, and 
notice of election of the beneficiary to exercise the participant's Option, 
the Company shall deliver such stock and/or cash to such beneficiary. In the 
event of the death of a participant and in the absence of a beneficiary 
validly designated under the Plan who is living at the time of such 
participant's death, the Company shall deliver such cash to the executor or 
administrator of the estate of the participant, or if no such executor or 
administrator has been appointed (to the knowledge of the Company) the 
Company, in its discretion, may deliver such cash to the spouse or to any one 
or more dependents of the participant as the Company may determine. No 
beneficiary shall prior to the death of the participant by whom he has been 
designated acquire any interest in the stock or cash credited to the 
participant's account maintained by the Company under the Plan.

15. TRANSFERABILITY.

    Neither funds credited to a participant's account nor any rights with 
regard to the exercise of an Option or to receive stock under the Plan may be 
assigned, transferred, pledged, or otherwise disposed of in any way by the 
participant otherwise than by will or the laws of descent and distribution. 
Any such attempted assignment, transfer, pledge, or other disposition shall 
be without effect, except that the Company may treat such act as an election 
to withdraw funds in accordance with Paragraph 8(b).

16. USE OF FUNDS.

    All funds received or held by the Company under this Plan may be used by 
the Company for any corporate purpose and the Company shall not be obligated 
to segregate such funds.

17. EFFECT OF CHANGES OF COMMON STOCK.

    In the event of any changes of outstanding shares of the Common Stock by 
reason of stock dividends, subdivisions, combinations and exchanges of 
shares, recapitalizations, mergers in which the Company is the surviving 
corporation,



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consolidations, and the like, the aggregate number and class of shares 
available under the Plan and the Option Exercise Price per share shall be 
appropriately adjusted by the Board of Directors of the Company, whose 
determination shall be conclusive. Any such adjustments may provide for the 
elimination of any fractional shares which would otherwise become subject to 
any Options.



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18. AMENDMENT OR TERMINATION.

    The Board of Directors of the Company may at any time terminate or amend 
the Plan. Except as hereinafter provided, no such amendment may make any 
change in Options previously granted which would adversely affect the rights 
of any participant. In addition, no amendment may be made to the Plan without 
prior approval of the shareholders of the Company if such amendment would (a) 
materially increase the benefits accruing to participants under the Plan, (b) 
materially increase the number of shares which may be issued under the Plan, 
or (c) materially modify the requirements as to eligibility for participation 
under the Plan.

19. NOTICES.

    All notices or other communications by a participant to the Company under 
or in connection with the Plan shall be deemed to have been duly given when 
received by the Human Resources Department.

20. MERGER OR CONSOLIDATION.

    If the Company shall at any time merge into or consolidate with another 
corporation and the Company is the surviving entity, the holder of each 
option then outstanding will thereafter be entitled to receive at the next 
Offering Termination Date upon the automatic exercise of such Option under 
Paragraph 8(a) (unless previously withdrawn pursuant to Paragraph 10) for 
each share as to which such Option shall be exercised the securities or 
property which a holder of one share of the Common Stock was entitled to 
receive upon and at the time of such merger or consolidation, and the Board 
of Directors of the Company shall take such steps in connection with such 
merger or consolidation as the  Board of Directors shall deem necessary to 
assure that the provisions of Paragraph 17 shall thereafter be applicable, as 
nearly as reasonably may be, to such securities or property. In the event of 
a merger or consolidation in which the Company is not the surviving entity, 
or of a sale of assets in which the Company is not the surviving entity, the 
Plan shall terminate, and all funds credited to participants' accounts shall 
be returned to them, with simple interest at the rate of 4% per annum.

21. APPROVAL OF SHAREHOLDERS.

    All grants of options provided under any amendments shall be conditional 
upon the approval of the Plan by the shareholders of the Company at its next 
annual meeting. If such shareholder approval is not obtained at the Company's 
next annual meeting of shareholders, any options previously granted under the 
amendment to the Plan shall terminate and no further options shall be 
granted. In such event, the balance of funds credited to the account of each 
participant under the Plan shall be returned to him or her as promptly as 
possible, with simple interest computed upon such balance at the rate of 4% 
per annum.

22. REGISTRATION AND QUALIFICATION OF THE PLAN UNDER APPLICABLE SECURITIES 
    LAWS.

    No Option shall be granted under the Plan until such time as the Company 
has qualified or registered the shares which are subject to the Options under 
all applicable state and federal securities laws to the extent required by 
such laws.

    Approved by the Board of Directors on February 27, 1987.



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    Approved by the Shareholders on August 14, 1987.

    Amended by the Board of Directors effective May 1, 1989 and approved by 
    the shareholders at a Special Meeting in Lieu of an Annual Meeting of 
    Shareholders held  August 11, 1989.

    Amended by the Board of Directors effective April 11, 1991, and approved 
    by the Shareholders at a Special Meeting in Lieu of an Annual Meeting of 
    Shareholders held on August 9, 1991.

    Amended by the Board of Directors on May 2, 1993, and approved by 
    Shareholders at a Special Meeting in Lieu of an Annual Meeting of
    Shareholders held on August 5, 1993.

    Amended by the Board of Directors on May 3, 1996, and approved at an 
    Annual Meeting of Shareholders held on August 8, 1996.



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