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                                EXHIBIT 10(a1)

                                INTERLEAF, INC.

                        1994 EMPLOYEE STOCK OPTION PLAN
   Adopted by Board of Directors on July 14, 1994 and Amended on May 3, 1996

 1. PURPOSE.

    The purpose of this plan (the "Plan") is to secure for Interleaf, Inc. 
(the "Company") and its shareholders the benefits arising from capital stock 
ownership by employees, consultants or advisors to the Company (but 
specifically excluding officers and directors) and its parent and subsidiary 
corporations who are expected to contribute to the Company's future growth 
and success. Except where the context otherwise requires, the term "Company" 
shall include the parent and all present and future subsidiaries of the 
Company as defined in Sections 425(e) and 425(f) of the Internal Revenue Code 
of 1986, as amended or replaced from time to time (the "Code").

 2. TYPE OF OPTIONS AND ADMINISTRATION.

    (a) TYPES OF OPTIONS. Options granted pursuant to the Plan shall be 
authorized by action of the Board of Directors of the Company (or a Committee 
designated by the Board of Directors) and shall be non-statutory options 
which are not intended to meet the requirements of Section 422 of the Code.

    (b) ADMINISTRATION. The Plan will be administered by the Board of 
Directors of the Company, whose construction and interpretation of the terms 
and provisions of the Plan shall be final and conclusive. The Board of 
Directors may in its sole discretion grant options to purchase shares of the 
Company's Common Stock ("Common Stock") and issue shares upon exercise of 
such options as provided in the Plan. The Board shall have authority, subject 
to the express provisions of the Plan, to construe the respective option 
agreements and the Plan, to prescribe, amend and rescind rules and 
regulations relating to the Plan, to determine the terms and provisions of 
the respective option agreements, which need not be identical, and to make 
all other determinations in the judgment of the Board of Directors necessary 
or desirable for the administration of the Plan. The Board of Directors may 
correct any defect or supply any omission or reconcile any inconsistency in 
the Plan or in any option agreement in the manner and to the extent it shall 
deem expedient to carry the Plan into effect and it shall be the sole and 
final judge of such expediency. No director shall be liable for any action or 
determination made in good faith. The Board of Directors may, to the full 
extent permitted by or consistent with applicable laws or regulations, 
delegate any or all of its powers under the Plan to a committee (the 
"Committee") appointed by the Board of Directors, and if the Committee is so 
appointed all references to the Board of Directors in the Plan shall mean and 
relate to such Committee.

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 3. ELIGIBILITY.

    (a) GENERAL. Options shall be granted to persons who are, at the time of 
grant, employees, consultants or advisors to, the Company, but who are not 
officers or directors of Interleaf, Inc. at such time. A person who has been 
granted an option may, if he or she is otherwise eligible, be granted an 
additional option or options if the Board of Directors shall so determine.

 4. STOCK SUBJECT TO PLAN.

    Subject to adjustment as provided in Section 14 below, the maximum number 
of shares of Common Stock of the Company which may be issued and sold under 
the Plan is 1,500,000 shares. If an option granted under the Plan shall 
expire or terminate for any reason without having been exercised in full, the 
unpurchased shares subject to such option shall again be available for 
subsequent option grants under the Plan. If shares issued upon exercise of an 
option under the Plan are tendered to the Company in payment of the exercise 
price of an option granted under the Plan, such tendered shares shall again 
be available for subsequent option grants under the Plan.

 5. FORMS OF OPTION AGREEMENTS.

    As a condition to the grant of an option under the Plan, each recipient of 
an option shall execute an option agreement in such form not inconsistent 
with the Plan as may be approved by the Board of Directors. Such option 
agreements may differ among recipients.

 6. PURCHASE PRICE.

    (a) GENERAL. The purchase price per share of stock deliverable upon the 
exercise of an option shall be determined by the Board of Directors, at the 
time of grant of such option.

    (b) PAYMENT OF PURCHASE PRICE. Options granted under the Plan may provide 
for the payment of the exercise price by delivery of cash or a check to the 
order of the Company in an amount equal to the exercise price of such 
options, or, to the extent provided in the applicable option agreement, (i) 
by delivery to the Company of shares of Common Stock of the Company already 
owned by the optionee having a fair market value equal in amount to the 
exercise price of the options being exercised, (ii) by any other means which 
the Board of Directors determines are consistent with the purpose of the Plan 
and with applicable laws and regulations (including, without limitation, 
Regulation T promulgated by the Federal Reserve Board) or (iii) by any 
combination of such methods of payment. The fair market value of any shares 
of the Company's Common Stock or other non-cash consideration which may be 
delivered upon exercise of an option shall be determined in such manner as 
may be prescribed by the Board of Directors.

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 7. OPTION PERIOD.

    Each option and all rights thereunder shall expire on such date as shall 
be set forth in the applicable option agreement.

 8. EXERCISE OF OPTIONS.

    Each option granted under the Plan shall be exercisable either in full or 
in installments at such time or times and during such period as shall be set 
forth in the agreement evidencing such option, subject to the provisions of 
the Plan.

 9. NONTRANSFERABILITY OF OPTIONS.

    Options granted hereunder shall not be assignable or transferable by the 
person to whom it is granted, either voluntarily or by operation of law, 
except by will or the laws of descent and distribution, and, during the life 
of the optionee, shall be exercisable only by the optionee.

10. EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP.

    The Board of Directors shall determine the period of time during which an 
optionee may exercise an option following (i) the termination of the 
optionee's employment or other relationship with the Company or (ii) the 
death or disability of the optionee. Such periods shall be set forth in the 
agreement evidencing such option.

11. ADDITIONAL PROVISIONS.

    (a) ADDITIONAL OPTION PROVISIONS. The Board of Directors may, in its sole 
discretion, include additional provisions in any option granted under the 
Plan, including without limitation restrictions on transfer, repurchase 
rights, commitments to pay cash bonuses, to make, arrange for or guaranty 
loans or to transfer other property to optionees upon exercise of options, or 
such other provisions as shall be determined by the Board of Directors; 
provided that such additional provisions shall not be inconsistent with any 
other term or condition of the Plan.

    (b) ACCELERATION, EXTENSION, ETC. The Board of Directors may, in its sole 
discretion, (i) accelerate the date or dates on which all or any particular 
option or options granted under the Plan may be exercised or (ii) extend the 
dates during which all or any particular option or options granted under the 
Plan may be exercised.

12. GENERAL RESTRICTIONS.

    (a) INVESTMENT REPRESENTATIONS. The Company may require any person to 
whom an option is granted, as a condition of exercising such option, to give 
written assurances in substance and form satisfactory to the Company to the 
effect that such person is acquiring the Common Stock subject to the option 
for his or her own account for investment and not with any present intention 
of selling or otherwise distributing the same, and to such other effects as 
the Company deems necessary or appropriate in order to comply with federal 
and applicable state securities laws, or with covenants or

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representations made by the Company in connection with any public offering of 
its Common Stock.

    (b) COMPLIANCE WITH SECURITIES LAWS. Each option shall be subject to the 
requirement that if, at any time, counsel to the Company shall determine that 
the listing, registration or qualification of the shares subject to such 
option upon any securities exchange or under any state or federal law, or the 
consent or approval of any governmental or regulatory body, or that the 
disclosure of non-public information or the satisfaction of any other 
condition is necessary as a condition of, or in connection with, the issuance 
or purchase of shares thereunder, such option may not be exercised, in whole 
or in part, unless such listing, registration, qualification, consent or 
approval, or satisfaction of such condition shall have been effected or 
obtained on conditions acceptable to the Board of Directors. Nothing herein 
shall be deemed to require the Company to apply for or to obtain such 
listing, registration or qualification, or to satisfy such condition.

13. RIGHTS AS A SHAREHOLDER.

    The holder of an option shall have no rights as a shareholder with 
respect to any shares covered by the option (including, without limitation, 
any rights to receive dividends or non-cash distributions with respect to 
such shares) until the date of issue of a stock certificate to him or her for 
such shares. No adjustment shall be made for dividends or other rights for 
which the record date is prior to the date such stock certificate is issued.

14. ADJUSTMENT PROVISIONS FOR RECAPITALIZATIONS AND RELATED TRANSACTIONS.

    (a) GENERAL. If, through or as a result of any merger, consolidation, 
sale of all or substantially all of the assets of the Company, 
reorganization, recapitalization, reclassification, stock dividend, stock 
split, reverse stock split, or other similar transaction, (i) the outstanding 
shares of Common Stock are increased or decreased or are exchanged for a 
different number or kind of shares or other securities of the Company, or 
(ii) additional shares or new or different shares or other securities of the 
Company or other non-cash assets are distributed with respect to such shares 
of Common Stock or other securities, an appropriate and proportionate 
adjustment may be made in (x) the maximum number and kind of shares reserved 
for issuance under the Plan, (y) the number and kind of shares or other 
securities subject to then outstanding options under the Plan, and (z) the 
price for each share subject to any then outstanding options under the Plan, 
without changing the aggregate purchase price as to which such options remain 
exercisable.

    (b) BOARD AUTHORITY TO MAKE ADJUSTMENTS. Any adjustments under this 
Section 14 will be made by the Board of Directors, whose determination as to 
what adjustments, if any, will be made and the extent thereof will be final, 
binding and conclusive. No fractional shares will be issued under the Plan on 
account of any such adjustments.

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15. MERGER, CONSOLIDATION, ASSET SALE, LIQUIDATION, ETC.

    (a) GENERAL. In the event of a consolidation or merger or sale of all or 
substantially all of the assets of the Company in which outstanding shares of 
Common Stock are exchanged for securities, cash or other property of any 
other corporation or business entity or in the event of a liquidation of the 
Company, the Board of Directors of the Company, or the board of directors of 
any corporation assuming the obligations of the Company, may, in its 
discretion, take any one or more of the following actions, as to outstanding 
options: (i) provide that such options shall be assumed, or equivalent 
options shall be substituted, by the acquiring or succeeding corporation (or 
an affiliate thereof), (ii) upon written notice to the optionees, provide 
that all unexercised options will terminate immediately prior to the 
consummation of such transaction unless exercised by the optionee within a 
specified period following the date of such notice, (iii) in the event of a 
merger under the terms of which holders of the Common Stock of the Company 
will receive upon consummation thereof a cash payment for each share 
surrendered in the merger (the "Merger Price"), make or provide for a cash 
payment to the optionees equal to the difference between (A) the Merger Price 
times the number of shares of Common Stock subject to such outstanding 
options (to the extent then exercisable at prices not in excess of the Merger 
Price) and (B) the aggregate exercise price of all such outstanding options 
in exchange for the termination of such options, and (iv) provide that all or 
any outstanding options shall become exercisable in full immediately prior to 
such event.

    (b) SUBSTITUTE OPTIONS. The Company may grant options under the Plan in 
substitution for options held by employees of another corporation who become 
employees of the Company, or a subsidiary of the Company, as the result of a 
merger or consolidation of the employing corporation with the Company or a 
subsidiary of the Company, or as a result of the acquisition by the Company, 
or one of its subsidiaries, of property or stock of the employing 
corporation. The Company may direct that substitute options be granted on 
such terms and conditions as the Board of Directors considers appropriate in 
the circumstances.

16. CHANGE IN CONTROL.

    Notwithstanding any other provision of the Plan and except as otherwise 
provided in the relevant option agreement, in the event of a "Change in 
Control of the Company" (as defined below), the exercise dates of all options 
then outstanding shall be accelerated in full and any restrictions on 
exercising outstanding options issued pursuant to the Plan prior to any given 
date shall terminate. For purposes of the Plan, a "Change in Control of the 
Company" shall occur or be deemed to have occurred only if (i) any "person," 
as such term is used in Sections 13(d) and 14(d) of the Securities Exchange 
Act of 1934, as amended (the "Exchange Act") (other than the Company, any 
trustee of other fiduciary holding securities under an employee benefit plan 
of the Company, or any corporation owned directly or indirectly by the 
stockholders of the Company in substantially the same proportion as their 
ownership of stock of the

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Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 
under the Exchange Act), directly or indirectly, of securities of the Company 
representing 25% or more of the combined voting power of the Company's then 
outstanding securities; (ii) during any period of two consecutive years 
ending during the term of the Plan (not including any period prior to the 
adoption of the Plan), individuals who at the beginning of such period 
constitute the Board of Directors of the Company, and any new director (other 
than a director designated by a person who has entered into an agreement with 
the Company to effect any transaction described in clause (i), (iii), or (iv) 
of this Section 16) whose election by the Board of Directors or nomination 
for election by the Company's shareholders was approved by a vote of at least 
two-thirds of the directors then still in office who were either directors at 
the beginning of the period or whose election or whose nomination for 
election was previously so approved (collectively, the "Disinterested 
Directors"), cease for any reason to constitute a majority of the Board of 
Directors; (iii) the shareholders of the Company approve a merger or 
consolidation of the Company with any other corporation, other than (A) a 
merger or consolidation which would result in the voting securities of the 
Company outstanding immediately prior thereto continuing to represent (either 
by remaining outstanding or by being converted into voting securities of the 
surviving entity) more than 80% of the combined voting power of the voting 
securities of the Company or such surviving entity outstanding immediately 
after such merger or consolidation or (B) a merger or consolidation effected 
to implement a recapitalization of the Company (or similar transaction) in 
which no "person" (as hereinabove defined) acquires more than 25% of the 
combined voting power of the Company's then outstanding securities; or (iv) 
the shareholders of the Company approve a plan of complete liquidation of the 
Company or an agreement for the sale or disposition by the Company of all or 
substantially all of the Company's assets.

17. NO SPECIAL EMPLOYMENT RIGHTS.

    Nothing contained in the Plan or in any option shall confer upon any 
optionee any right with respect to the continuation of his or her employment 
by the Company or interfere in any way with the right of the Company at any 
time to terminate such employment or to increase or decrease the compensation 
of the optionee.

18. OTHER EMPLOYEE BENEFITS.

    The amount of any compensation deemed to be received by an employee as a 
result of the exercise of an option or the sale of shares received upon such 
exercise will not constitute compensation with respect to which any other 
employee benefits of such employee are determined, including, without 
limitation, benefits under any bonus, pension, profit-sharing, life insurance 
or salary continuation plan, except as otherwise specifically determined by 
the Board of Directors.

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19. AMENDMENT OF THE PLAN.

    (a) The Board of Directors may at any time, and from time to time, modify 
or amend the Plan in any respect.

    (b) The termination or any modification or amendment of the Plan shall 
not, without the consent of an optionee, affect his or her rights under an 
option previously granted to him or her. With the consent of the optionee 
affected, the Board of Directors may amend outstanding option agreements in a 
manner not inconsistent with the Plan. 

20. WITHHOLDING.

    The Company shall have the right to deduct from payments of any kind 
otherwise due to the optionee any federal, state or local taxes of any kind 
required by law to be withheld with respect to any shares issued upon 
exercise of options under the Plan. Subject to the prior approval of the 
Company, which may be withheld by the Company in its sole discretion, the 
optionee may elect to satisfy such obligations, in whole or in part, (i) by 
causing the Company to withhold shares of Common Stock otherwise issuable 
pursuant to the exercise of an option or (ii) by delivering to the Company 
shares of Common Stock already owned by the optionee. The shares so delivered 
or withheld shall have a fair market value equal to such withholding 
obligation. The fair market value of the shares used to satisfy such 
withholding obligation shall be determined by the Company as of the date that 
the amount of tax to be withheld is to be determined. An optionee who has 
made an election pursuant to this Section 20 may only satisfy his or her 
withholding obligation with shares of Common Stock which are not subject to 
any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

21. CANCELLATION AND NEW GRANT OF OPTIONS, ETC.

    The Board of Directors shall have the authority to effect, at any time 
and from time to time, with the consent of the affected optionees, (i) the 
cancellation of any or all outstanding options under the Plan and the grant 
in substitution therefor of new options under the Plan covering the same or 
different numbers of shares of Common Stock and having an option exercise 
price per share which may be lower or higher than the exercise price per 
share of the cancelled options or (ii) the amendment of the terms of any and 
all outstanding options under the Plan to provide an option exercise price 
per share which is higher or lower than the then-current exercise price per 
share of such outstanding options.

22. EFFECTIVE DATE AND DURATION OF THE PLAN.

    (a) EFFECTIVE DATE. The Plan shall become effective when adopted by the 
Board of Directors. Unless otherwise provided, amendments to the Plan shall 
become effective when adopted by the Board of Directors. Options may be 
granted under the Plan at any time after the effective date and before the 
date fixed for termination of the Plan.

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    (b) TERMINATION. Unless sooner terminated in accordance with Section 16, 
the Plan shall terminate on the date on which all shares available for 
issuance under the Plan shall have been issued pursuant to the exercise of 
options granted under the Plan.

23. PROVISION FOR FOREIGN PARTICIPANTS.

    The Board of Directors may, without amending the Plan, modify awards or 
options granted to participants who are foreign nationals or employed outside 
the United States to recognize differences in laws, rules, regulations or 
customs of such foreign jurisdictions with respect to tax, securities, 
currency, employee benefit or other matters.

    Adopted by the Board of Directors on July 14, 1994 and amended on May 3, 
1996.
















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