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                                                                   Exhibit 10.40

                                INTERLIANT, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

                                   ARTICLE I

                            PURPOSE AND COMMENCEMENT

       1.01 Purpose. The purpose of the Plan is to provide the employees of
Interliant, Inc., a Delaware corporation (the "Company") and its Subsidiaries
with added incentive to continue in their employment and to encourage increased
efforts to promote the best interests of the Company by permitting eligible
employees to purchase shares of Common Stock of the Company at prices less than
the current market price thereof. The Plan is intended to qualify as an employee
stock purchase plan under Section 423 of the Code and shall be interpreted and
construed in accordance with such purpose.

       1.02 Commencement . The Plan shall become effective on such date as may
be specified by the Board of Directors, which, absent a resolution of the Board
of Directors to the contrary, shall be as set forth in Section 2.01(q) hereof;
provided, however, that, in no event, shall the Plan become effective unless
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within twelve months of the date of its adoption by the Board of Directors it
has been approved by the affirmative vote of a majority of the issued and
outstanding shares of the Company's securities entitled to vote on such matters
at a duly called meeting of the shareholders of the Company.

                                   ARTICLE II

                                   DEFINITIONS

       2.01 Definitions. As used in the Plan, the following terms and phrases
shall have the following meanings:

       (a) "Board of Directors" shall mean the Board of Directors of the
Company.

       (b) "Closing Market Price" with respect to any day shall mean (i) the
sales price of the Common Stock as reported on the Nasdaq National Market as of
4:00 P.M. New York Time, on such day, or (ii) if the foregoing provision is
inapplicable, the Closing Market Price shall be determined by the Committee in
good faith on such basis as it deems appropriate.

       (c) "Code" shall mean the Internal Revenue Code as of 1986, as amended.
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       (d) "Commencement Date" shall mean the first day of a Purchase Period.

       (e) "Committee" shall mean the Compensation Committee of the Board of
Directors, or such other committee of the Board of Directors designated by it
for purposes of administering the Plan.

       (f) "Common Stock" means the common stock of the Company, par value $.01
per share.

       (g) "Company" shall mean Interliant, Inc., a Delaware corporation.

       (h) "Contribution Account" shall mean the account established on behalf
of a Participant pursuant to Article III hereof to which shall be credited his
or her Participant Contributions.

       (i) "Contribution Rate" shall be a percentage of a Participant's Covered
Compensation during each payroll period designated by each Participant to be
contributed by regular payroll deductions to his or her Contribution Account as
set forth in Section 3.03 hereof.

       (j) "Covered Compensation" shall mean the total cash compensation
received by an Employee from a Sponsoring Employer, before tax withholdings and
other deductions, including base compensation, overtime, shift or other
compensatory premiums, payments in substitution of base compensation such as
vacation, holiday and sick pay, and including all cash bonus compensation, but
not including short or long-term disability payments.

       (k) "Employee" shall mean each employee of a Sponsoring Employer whose
customary employment is at least twenty (20) hours a week and more than five
months in a calendar year; provided, however, that an employee of a Sponsoring
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Employer who is employed in a foreign jurisdiction shall not be deemed an
Employee if participation by such employee in the Plan is prohibited pursuant to
the laws of such jurisdiction. For purposes of the Plan, "employment" shall be
determined in accordance with the provisions of Section 1.421-7(h) of the
Treasury Regulations (or any successor regulations).

       (l) "Participant" shall mean any Employee of a Sponsoring Employer who
has met the conditions and provisions for becoming a Participant set forth in
Article III hereof.

       (m) "Participant Contributions" shall be the aggregate dollars actually
contributed by each Participant to his or her Contribution Account.

       (n) "Permanent Disability" shall mean an illness, injury or other
physical or mental condition continuing for at least 180 consecutive days which
results in

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an Employee's inability to provide in all material respects the duties
theretofore performed in his or her capacity as an Employee of a Sponsoring
Employer.

       (o) "Plan" shall mean the Interliant, Inc. Employee Stock Purchase Plan
as set forth herein, as it may be amended from time to time.

       (p) "Purchase Date" shall mean the last business day of a Purchase Period
on which the Common Stock publicly trades.

       (q) "Purchase Period" shall mean each of the six-month periods commencing
January 1 and July 1 of each calendar year during which the Plan is in effect.
The first Purchase Period shall commence on July 1, 2000.

       (r) "Purchase Price" shall mean the purchase price for a share of Common
Stock to be paid by a Participant on a Purchase Date, as determined under
Section 4.02 hereof.

       (s) "Request for Participation" shall mean such form as shall be approved
by the Committee for distribution to Employees in connection with participation
in the Plan.

       (t) "Sponsoring Employers" shall mean the Company and each Subsidiary
that has been designated by the Committee as a Sponsoring Employer under the
Plan.

       (u) "Subsidiary" shall mean a subsidiary of the Company which is treated
as a subsidiary corporation under Section 424(f) of the Code.

                                  ARTICLE III

                         ELIGIBILITY AND PARTICIPATION

       3.01 Eligibility. Each Employee who shall be employed by a Sponsoring
Employer on a given Commencement Date of a Purchase Period shall be eligible to
participate in the Plan for such Purchase Period, subject to the satisfaction of
any election requirements described in Section 3.03(a) herein.

       3.02 Limitations. Notwithstanding anything to the contrary contained in
the Plan, no right to purchase Common Stock shall accrue under the Plan in favor
of any person who is not an Employee eligible to participate in the Plan under
Section 3.01 hereof, and no Employee shall acquire the right to purchase shares
of Common Stock if (i) immediately after receiving such right to purchase Common
Stock, such Employee would own 5% or more of the total combined voting power or
value of all classes of stock of the Company or any Subsidiary, taking into
account in determining stock ownership any stock attributable to such Employee
under Section 424(d) of the Code, or (ii) which would permit such Employee's
right to purchase stock under all employee

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stock purchase plans (to which Section 423 of the Code applies) of the Company
and its Subsidiaries, as those plans are in effect from time to time, to accrue
at a rate which exceeds $25,000 of fair market value of such stock (as
determined as each Commencement Date) for each calendar year, all as specified
in the manner provided by Section 423(b)(8) of the Code, or (iii) which would
permit such Employee the right to purchase more than 1,250 shares (or such other
number as may be determined in advance for any Purchase Period by the Committee)
of Common Stock in any Purchase Period.

       3.03 Participation

       (a) Each Employee eligible to be a Participant and participate in the
Plan shall be furnished a summary of the Plan and a Request for Participation by
such Employee's Sponsoring Employer. If an Employee elects to participate
hereunder, such Employee shall complete such form and file it with his or her
Sponsoring Employer not later than 15 days prior to a Commencement Date of a
Purchase Period. The completed Request for Participation shall indicate the
Participant Contribution Rate authorized by the Participant. If any Employee
does not elect to participate in the Plan during any given Purchase Period, such
Employee may elect to participate on any future Commencement Date so long as he
or she continues to be an eligible Employee.

       (b) On his or her Request for Participation, an Employee must authorize
his or her Sponsoring Employer to deduct through a payroll deduction the amount
of such Employee's Participant Contribution. The payroll deduction specified in
a Request for Participation for each payroll period shall be at a Participant
Contribution Rate no less than 1% and no more than 15% of such Employee's
Covered Compensation during such payroll period paid to him or her by his or her
Sponsoring Employer. Such deductions shall begin as of the first pay period
occurring after the Commencement Date of a Purchase Period. Participant
Contributions will not be permitted to begin at any time other than on the first
payroll date occurring immediately after the Commencement Date of a Purchase
Period. No interest shall accrue to Participants on any amounts withheld under
the Plan, unless and until the Committee shall approve such accrual of interest
on terms that it shall specify and apply on a uniform basis as to all
Participants.

       (c) The Participant's Contribution Rate, once established, shall remain
in effect for all Purchase Periods unless changed by the Participant in writing
delivered to such Participant's Sponsoring Employer and filed with such
Sponsoring Employer at least 15 days prior to the Commencement Date of the next
Purchase Period. A Participant's Contribution Rate for a Purchase Period may not
be increased, decreased or otherwise modified at any time during the 15-day
period prior to the Commencement Date of such Purchase Period.

       (d) A Participant may notify his or her Sponsoring Employer of such
Participant's desire to discontinue his or her Participant Contributions by
delivering to his or her Sponsoring Employer written notice on such forms as may
be provided by the Company or such Participant's Sponsoring Employer at least 15
days prior to the

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Purchase Date of the relevant Purchase Period. Upon such request, there shall be
promptly refunded to such Participant as soon as practicable the entire cash
balance in his or her Contribution Account. If a Participant determines to
discontinue his or her Participant Contributions pursuant to this Section
3.03(d), (i) such Participant shall be terminated from the Plan effective upon
the date of receipt of such Participant's notice to his or her Sponsoring
Employer and (ii) such Participant shall not be permitted to resume
participation in the Plan at the beginning of the succeeding Purchase Period
unless such Participant delivers to the Company a new Request for Participation
in accordance with Section 3.03(a) hereof. In the event that a Participant's
payroll deductions are prevented by legal process, the Participant will be
deemed to have terminated from the Plan.

       (e) By enrolling in the Plan, each Participant will be deemed to have
authorized the establishment of a brokerage account in his or her name at a
securities brokerage firm or other financial institution, if approved by the
Committee in its discretion.

       3.04 Termination of Employment. Any Participant (i) whose employment by
a Sponsoring Employer is terminated for any reason (except death, retirement or
Permanent Disability) or (ii) who shall cease to be an Employee under the Plan,
in either case during a Purchase Period, shall cease being a Participant as of
the date of such termination of employment. Upon such termination of employment,
there shall be refunded to such Participant as soon as practicable the entire
cash balance in such Participant's Contribution Account. Section 4.03(b) hereof
shall apply to the issuance of certificates to a Participant following
termination of employment.

       3.05 Death, Retirement or Permanent Disability.

       (a) If a Participant shall die during a Purchase Period, no further
Participant Contributions on behalf of the deceased Participant shall be made.
The executor or administrator of the deceased Participant's estate may elect to
withdraw the balance in said Participant's Contribution Account by notifying the
deceased Participant's Sponsoring Employer in writing at least 15 days prior to
the Purchase Date in respect of such Purchase Period. In the event no election
to withdraw has been made, the balance accumulated in the deceased Participant's
Contribution Account shall be used to purchase shares of Common Stock in
accordance with Article IV hereof.

       (b) If, during a Purchase Period, a Participant shall (i) retire or (ii)
incur a Permanent Disability, no further contributions on behalf of the retired
or disabled Participant shall be made. A retired or disabled Participant may
elect to withdraw the balance in his or her Contribution Account by notifying
the Sponsoring Employer in writing at least 15 days prior to the last day of the
Purchase Period. In the event no election to withdraw has been made, the balance
accumulated in the retired or disabled Participant's Contribution Account shall
be used to purchase shares of Common Stock in accordance with Article IV hereof.
In the event a retired or disabled Participant shall die during the Purchase
Period of such Participant's retirement or disability and such

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Participant shall not have notified his or her Sponsoring Employer of his or her
desire to withdraw his or her Contribution Account, the executor or
administrator of such Participant's estate shall have all the rights provided
pursuant to Section 3.05(a) hereof.

                                   ARTICLE IV

                            PURCHASE OF COMMON STOCK

       4.01 Purchase of Common Stock.

       (a) On each Purchase Date, each Participant's Contribution Account shall
be used to purchase the maximum number of whole shares of Common Stock permitted
hereunder at the applicable Purchase Price. No fractional shares shall be
purchased. Any payroll deductions accumulated in a Participant's Contribution
Account which are not sufficient to purchase a full share shall be retained in
the Participant's Contribution Account for the subsequent Purchase Period,
subject to earlier withdrawal by the Participant as provided in Section 3.03(d)
hereof. Any other monies left over in a Participant's Contribution Account after
the Purchase Date shall be returned to the Participant.

       (b) If, in any Purchase Period, the total number of shares of Common
Stock to be purchased pursuant to the Plan by all Participants exceeds the
number of shares authorized under the Plan, then each Participant shall purchase
his or her pro rata portion of the shares of Common Stock remaining available
under the Plan based on the balances in each Participant's Contribution Account
as of the Purchase Date in respect of such Purchase Period; provided, however,
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that, in no event, shall any fractional shares of Common Stock be issued
pursuant to the Plan or this Section 4.01(b) hereof.

       (c) Any cash dividends paid with respect to shares of Common Stock held
for the account of a Participant shall be, as determined by the Committee on a
uniform basis as to all Participants, either (i) distributed to the Participant
or (ii) credited to the Participant's Contribution Account and used, in the same
manner as payroll deductions, to purchase additional shares of Common Stock
under the Plan on the next Purchase Date (subject to the limitations of Section
3.02 hereof).

       4.02 Purchase Price. For each Purchase Period, the Purchase Price per
share of Common Stock purchased pursuant to the Plan shall be the lesser of (a)
85% of the Closing Market Price on the Commencement Date of such Purchase
Period, and (b) 85% of the Closing Market Price on the Purchase Date of such
Purchase Period.

       4.03 Notice of Purchase, Stock Certificates, Voting Rights.

       (a) After the Purchase Date in respect of each Purchase Period, a report
will be made by the Company or its agent to each Participant stating the entries
made to his or her Contribution Account, the number of shares of Common Stock

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purchased and the applicable Purchase Price.

       (b) Evidence of shares of Common Stock purchased under the Plan shall be
maintained under the Plan for the account of each Participant and registered in
the manner determined by the Committee. Certificates for the number of whole
shares credited to a Participant's account under the Plan will be issued to a
Participant at any time promptly upon written request to the Company or its
agent; provided, however, that the Company may, at its election, issue such
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certificates at such time or times as the Committee deems appropriate,
including, without limitation, following an Employee's termination of employment
with a Sponsoring Employer.

       (c) Shares of Common Stock held under the Plan for the account of each
Participant shall be voted by the holder of record of such shares in accordance
with the Participant's instructions.

       4.04 Notification of Disposition of Stock. If a Participant or former
Participant disposes of a share of Common Stock purchased under the Plan prior
to two (2) years after the Commencement Date of the Purchase Period during which
such share was purchased, then such Participant or former Participant shall
notify his or her Sponsoring Employer immediately of such disposition in
writing.

                                   ARTICLE V

                            MISCELLANEOUS PROVISIONS

       5.01 Shares Subject to Plan; Adjustments.

       (a) The maximum number of shares of Common Stock which may be purchased
under the Plan is 1,500,000 subject, however, to adjustment as hereinafter set
forth. The shares of Common Stock to be purchased under the Plan will be made
available, at the discretion of the Board of Directors or the Committee, either
from authorized but unissued shares of Common Stock or from previously issued
shares of Common Stock reacquired by the Company, including shares purchased on
the open market.

       (b) If the outstanding shares of Common Stock of the Company are
increased, decreased, or exchanged for a different number or kind of shares or
other securities, or if additional shares or new or different shares or other
securities are distributed with respect to such shares of Common Stock or other
securities, through merger, consolidation, spin off, sale of all or
substantially all the property of the Company, reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other
distribution with respect to such shares of Common Stock, or other securities,
an appropriate and proportionate adjustment may be made in the maximum number
and kind of shares provided in Section 5.01(a) hereof, subject in the case of
certain corporate reorganizations to the requirements of Section 424(a) of the

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Code.

       5.02 Administration of the Plan.

       (a) Pursuant to the direction of the Board of Directors, the Committee
shall be responsible for the administration of the Plan. The Committee shall
have the discretionary authority to interpret the Plan and determine all
questions arising in the administration, application and operation of the Plan,
including all questions of fact and all questions of interpretation of the
provisions of the Plan. All such determinations by the Committee shall be
conclusive and binding on all persons. The Committee, from time to time, may
adopt, amend and rescind rules and regulations not inconsistent with the Plan
for carrying out the Plan, and may approve the forms of any documents or
writings provided for in the Plan. The Committee shall have full discretionary
authority to delegate ministerial functions of the Plan to employees of the
Company. No member of the Board of Directors or the Committee shall be liable
for any action, determination or omission taken or made in good faith with
respect to the Plan or any right granted hereunder.

       (b) The Committee may in its discretion engage a bank trust department,
securities brokerage firm or other financial institution as agent to perform
custodial and recordkeeping functions for the Plan, such as holding record title
to the Participants' stock certificates, maintaining an individual investment
account for each Participant and providing periodic account status reports to
Participants.

       (c) The Committee shall have the authority to adopt and enforce such
special rules and restrictions under the Plan to be applicable to Participants
who are subject to Section 16 of the Securities Exchange Act of 1934, as
amended, as the Committee shall deem are necessary or appropriate to exempt
certain Plan transactions from the requirements of such Section 16.

       (d) The Company shall bear the cost of administering the Plan, including
any fees, costs and expenses relating to the purchase of shares of Common Stock
under the Plan. Notwithstanding the foregoing, Participants will be responsible
for all fees, costs and expenses incurred in connection with the disposition of
shares of Common Stock purchased under the Plan.

       5.03 Termination and Amendment of the Plan.

       (a) The Company may, by action of the Board of Directors, terminate the
Plan at any time and for any reason. The Plan shall automatically terminate upon
the purchase by Participants of all shares of Common Stock subject to the Plan
under Section 5.01 hereof, unless such number of shares shall be increased by
the Board of Directors and such increase shall be approved by the shareholders
of the Company. Upon termination of the Plan, as soon as practicable, there
shall be refunded to each Participant the entire cash balance in his or her
Contribution Account, and there shall be forwarded

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to each Participant certificates for all whole shares of Common Stock held under
the Plan for the account of such Participant.

       (b) The Board of Directors reserves the right to modify, alter or amend
the Plan at any time and from time to time to any extent that it may deem
advisable, including, without limiting the generality of the foregoing, any
amendment deemed necessary to ensure compliance of the Plan with Section 423 of
the Code. Notwithstanding the foregoing, no amendment of the Plan shall operate
to reduce any amounts previously allocated to a Participant's Contribution
Account nor to reduce a Participant's rights with respect to shares of Common
Stock previously purchased and held on his or behalf under the Plan. The Board
of Directors may suspend operation of the Plan for any period as it may deem
advisable.

       5.04 Governing Law; Compliance With Law. The Plan shall be construed in
accordance with the laws of the State of Delaware. The Company's obligation to
sell and deliver shares of Common Stock hereunder shall be subject to all
applicable federal and state laws, rules and regulations and to such approvals
by any regulatory or governmental agency as may, in the opinion of counsel for
the Company, be required. The Company may make such provisions as it may deem
appropriate for the withholding of any taxes or payment of any taxes which it
determines it may be required to withhold or pay in connection with a
Participant's participation in the Plan.

       5.05 No Assignment. The purchase rights granted hereunder are not
assignable or transferable by the Participants, other than by will or the laws
of descent and distribution, and are exercisable during the Participant's
lifetime only by the Participant. Any attempted assignment, transfer or
alienation not in compliance with the terms of the Plan shall be null and void
for all purposes and respects.

       5.06 No Contract of Employment. The Plan will not be deemed to
constitute a contract between a Sponsoring Employer and any Participant or to be
a consideration or an inducement for the employment of any Participant or
Employee. Nothing contained in the Plan shall be deemed to give any Participant
or Employee the right to be retained in the service of a Sponsoring Employer or
to interfere with the right of a Sponsoring Employer to discharge any
Participant or Employee at any time regardless of the effect which such
discharge shall have upon him or her as a Participant of the Plan.

       5.07 No Rights as Stockholder. No eligible Employee or Participant shall
by reason of participation in the Plan have any rights of a stockholder of the
Company until he or she acquires shares of Common Stock as herein provided.

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