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                EXHIBIT 10.7 - 1999 EMPLOYEE STOCK PURCHASE PLAN



                             SALESLOGIX CORPORATION

                        1999 EMPLOYEE STOCK PURCHASE PLAN

      1.    Purpose. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. 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
provisions of the Plan, accordingly, shall 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) "Board" shall mean the Board of Directors of the Company.

            (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

            (c) "Common Stock" shall mean the Common Stock of the Company.

            (d) "Company" shall mean SalesLogix Corporation, a Delaware
corporation, and any Designated Subsidiary of the Company.

            (e) "Compensation" shall mean all base straight time gross earnings
and commission exclusive of payments for overtime, shift premium, incentive
compensation, incentive payments, bonuses and other compensation, all as
reported by the Company on W-2 forms.

            (f) "Designated Subsidiary" shall mean any Subsidiary which has been
designated by the Board from time to time in its sole discretion as eligible to
participate in the Plan.

            (g) "Employee" shall mean any individual who is an Employee of the
Company for tax purposes whose customary employment with the Company is at least
twenty (20) hours per week and more than five (5) months in any calendar year.
For purposes of the Plan, the employment relationship shall be treated as
continuing intact while the individual is on sick leave or other leave of
absence approved by the Company. Where the period of leave exceeds 90 days and
the individual's right to reemployment is not guaranteed either by statute or by
contract, the employment relationship shall be deemed to have terminated on the
91st day of such leave.

            (h) "Enrollment Date" shall mean the first Trading Day of each
Offering Period.

            (i) "Exercise Date" shall mean the last Trading Day of each Purchase
Period.
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            (j) "Fair Market Value" shall mean, as of any date, the value of
Common Stock determined by the Board in good faith using such methods or
procedures as may be established from time to time by the Board. Unless
otherwise determined by the Board, the Fair Market Value of Common Stock as of
any date shall be the mean between the bid and asked quotations for the Common
Stock on that date as reported by the National Association of Securities Dealers
Automated Quotation System (NASDAQ) or, if there are no bid or asked quotations
on such date, the mean between the bid and asked quotations on the next
preceding date for which quotations are available. If the Stock is subsequently
listed and traded upon a recognized securities exchange or shall be quoted on a
recognized national market system, the Fair Market Value shall be the closing
price on such date or, if no closing price is so reported for that date, the
closing price on the next preceding date for which a closing price was reported.
For purposes of the Enrollment Date of the first Offering Period under the Plan,
the Fair Market Value shall be the initial price to the public as set forth in
the final prospectus included within the registration statement in Form S-1
filed with the Securities and Exchange Commission for the initial public
offering of the Company's Common Stock (the "Registration Statement").

            (k) "Offering Periods" shall mean the periods of approximately
twenty-four (24) months during which an option granted pursuant to the Plan may
be exercised, commencing on the first Trading Day on or after July 1 and January
1 of each year and terminating on the last Trading Day in the periods ending
twenty-four months later; provided, however, that the first Offering Period
under the Plan shall commence with the first Trading Day on or after the date on
which the Securities and Exchange Commission declares the Company's Registration
Statement effective and terminating on the last Trading Day on or before June
30, 2001. The duration of Offering Periods may be changed pursuant to Section 4
of this Plan.

            (l) "Plan" shall mean this Employee Stock Purchase Plan.

            (m) "Purchase Period" shall mean the approximately six month period
commencing after one Exercise Date and ending with the next Exercise Date,
except that the first Purchase Period of any Offering Period shall commence on
the Enrollment Date and end with the next Exercise Date.

            (n) "Purchase Price" shall mean an amount equal to 85% of the Fair
Market Value per share of Common Stock on the Enrollment Date or on the Exercise
Date, whichever is lower; provided, however, that the Purchase Price may be
adjusted by the Board pursuant to Section 20.

            (o) "Reserves" shall mean the number of shares of Common Stock
covered by each option under the Plan which have not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but not yet placed under option.

            (p) "Subsidiary" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.


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            (q) "Trading Day" shall mean a day on which national stock exchanges
and the Nasdaq System are open for trading.

      3.    Eligibility.

            (a) Any Employee who shall be employed by the Company on a given
Enrollment Date shall be eligible to participate in the Plan.

            (b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) to the extent that,
immediately after the grant, such Employee (or any other person whose stock
would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own capital stock of the Company and/or hold outstanding options to
purchase such stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of the capital stock of the Company or of
any Subsidiary, or (ii) to the extent that his or her rights to purchase stock
under all employee stock purchase plans of the Company and its subsidiaries
accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of
stock (determined at the Fair Market Value of the shares at the time such option
is granted) for each calendar year in which such option is outstanding at any
time.

      4.    Offering Periods. The Plan shall be implemented by consecutive,
overlapping Offering Periods with a new Offering Period commencing on the first
Trading Day on or after July 1 and January 1 each year, or on such other date as
the Board shall determine, and continuing thereafter until terminated in
accordance with Section 20 hereof; provided, however, that the first Offering
Period under the Plan shall commence with the first Trading Day on or after the
date on which the Securities and Exchange Commission declares the Company's
Registration Statement effective and ending on the last Trading Day on or before
June 30, 2001. The Board shall have the power to change the duration of Offering
Periods (including the commencement dates thereof) with respect future offerings
without stockholder approval if such change is announced at least five (5) days
prior to the scheduled beginning of the first Offering Period to be affected
thereafter.

      5.    Participation.

            (a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions in the form
of Exhibit A to this Plan and filing it with the Company's payroll office prior
to the applicable Enrollment Date.

            (b) Payroll deductions for a participant shall commence on the first
payroll following the Enrollment Date and shall end on the last payroll in the
Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10 hereof.

6.    Payroll Deductions.

            (a) At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each pay day
during the Offering Period in an amount equal to at least two percent (2%), but
shall not exceed fifteen percent (15%) of the Compensation which he or she
receives on each pay day during the Offering Period.


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            (b) All payroll deductions made for a participant shall be credited
to his or her account under the Plan and shall be withheld in whole percentages
only. A participant may not make any additional payments into such account.

            (c) A participant may discontinue his or her participation in the
Plan as provided in Section 10 hereof, or may increase or decrease the rate of
his or her payroll deductions during the Offering Period by completing or filing
with the Company a new subscription agreement authorizing a change in payroll
deduction rate. The Board may, in its discretion, limit the number of
participation rate changes during any Offering Period. The change in rate shall
be effective with the first full payroll period following five (5) business days
after the Company's receipt of the new subscription agreement unless the Company
elects to process a given change in participation more quickly. A participant's
subscription agreement shall remain in effect for successive Offering Periods
unless terminated as provided in Section 10 hereof.

            (d) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's
payroll deductions may be decreased to zero percent (0%) at any time during a
Purchase Period. Payroll deductions shall recommence at the rate provided in
such participant's subscription agreement at the beginning of the first Purchase
Period which is scheduled to end in the following calendar year, unless
terminated by the participant as provided in Section 10 hereof.

            (e) At the time the option is exercised, in whole or in part, or at
the time some or all the Company's Common Stock issued under the Plan is
disposed of, the participant must make adequate provision for the Company's
federal, state, or other tax withholding obligations, if any, which arise upon
the exercise of the option or the disposition of the Common Stock. At any time,
the Company may, but shall not obligated to, withhold from the participant's
compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of
Common Stock by the Employee.

      7.    Grant of Option. On the Enrollment Date of each Offering Period,
each eligible Employee participating in such Offering Period shall be granted an
option to purchase on each Exercise Date during such Offering Period (at the
applicable Purchase Price) up to a number of shares of the Company's Common
Stock determined by dividing such Employee's payroll deductions accumulated
prior to such Exercise Date and retained in the Participant's account as of the
Exercise Date by the applicable Purchase Price; provided that in no event shall
an Employee be permitted to purchase during each Purchase Period more than 2,500
shares (subject to any adjustment pursuant to Section 19), and provided further
that such purchase shall be subject to the limitations set forth Sections 3(b)
and 13 hereof. The Board may, for future Offering Periods, increase or decrease,
in its absolute discretion, the maximum number of shares of the Company's Common
Stock an Employee may purchase during each Purchase Period of such Offering
Period. Exercise of the option shall occur as provided in Section 8 hereof,
unless the participant has withdrawn pursuant to Section 10 hereof. The Option
shall expire on the last day of the Offering Period.


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      8.    Exercise of-Option.

            (a) Unless a participant withdraws from the Plan as provided in
Section 10 hereof, his or her option for the purchase of shares shall be
exercised automatically on the Exercise Date, and the maximum number of full
shares subject to option shall be purchased for such participant at the
applicable Purchase Price with the accumulated payroll deductions in his or her
account. No fractional shares shall be purchased; any payroll deductions
accumulated in a participant's account which are not sufficient to purchase a
full share shall be retained in the participant's account for the subsequent
Purchase Period or Offering Period, subject to earlier withdrawal by the
participant as provided in Section 10 hereof. Any other monies left over in a
participant's account after the Exercise Date shall be returned to the
participant. During a participant's lifetime, a participant's option to purchase
shares hereunder is exercisable only by him or her.

            (b) If the Board determines that, on a given Exercise Date, the
number of shares with respect to which options are to be exercised may exceed
(i) the number of shares of Common Stock that were available for sale under the
Plan on the Enrollment Date of the applicable Offering Period, or (ii) the
number of shares available for sale under the Plan on such Exercise Date, the
Board may in its sole discretion (x) provide that the Company shall make a pro
rata allocation of the shares of Common Stock available for purchase on such
Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall
be practicable and as it shall determine in its sole discretion to be equitable
among all participants exercising options to purchase Common Stock on such
Exercise Date, and continue all Offering Periods then in effect, or (y) provide
that the Company shall make a pro rata allocation of the shares available for
purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform
a manner as shall be practicable and as it shall determine in its sole
discretion to be equitable among all participants exercising options to purchase
Common Stock on such Exercise Date, and terminate any or all Offering Periods
then in effect pursuant to Section 20 hereof. The Company may make pro rata
allocation of the shares available on the Enrollment Date of any applicable
Offering Period pursuant to the preceding sentence, notwithstanding any
authorization of additional shares for issuance under the Plan by the Company's
stockholders subsequent to such Enrollment Date.

      9.    Delivery. As promptly as practicable after each Exercise Date on
which a purchase of shares occurs, the Company shall arrange the delivery to
each participant, as appropriate, the shares purchased upon exercise of his or
her option.

      10.   Withdrawal.

            (a) A participant may withdraw all but not less than all the payroll
deductions credited to his or her account and not yet used to exercise his or
her option under the Plan at any time by giving written notice to the Company in
the form of Exhibit B to this Plan. All of the participant's payroll deductions
credited to his or her account shall be paid to such participant promptly after
receipt of notice of withdrawal and such participant's option for the Offering
Period shall be automatically terminated and no further payroll deductions for
the purchase of shares shall be made for such Offering Period. If a participant
withdraws from an Offering


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Period, payroll deductions shall not resume at the beginning of the succeeding
Offering Period unless the participant delivers to the Company after new
subscription agreement.

            (b) A participant's withdrawal from an Offering Period shall not
have any effect upon his or her eligibility to participate in any similar plan
which may hereafter be adopted by the Company or in succeeding Offering Periods
which commence after the termination of the Offering Period from which the
participant withdraws.

      11.   Termination of Employment. Upon a participant's ceasing to be an
Employee for any reason, he or she shall be deemed to have elected to withdraw
from the Plan and the payroll deductions credited to such participant's account
during the Offering Period but not yet used to exercise the option shall be
returned to such participant or, in the case of his or her death, to the person
or persons entitled thereto under Section 15 hereof, and such participant's
option shall be automatically terminated. The preceding sentence
notwithstanding, a participant who receives payment in lieu of notice of
termination of employment shall be treated as continuing to be an Employee for
the participant's customary number of hours per week of employment during the
period in which the participant is subject to such payment in lieu of notice.

      12.   Interest. No interest shall accrue on the payroll deductions of a
participant in the Plan.

13.   Stock.

            (a) Subject to adjustment upon changes in capitalization of the
Company as provided in Section 19 hereof, the maximum number of shares of the
Company's Common Stock which shall be made available for sale under the Plan
shall be 300,000 shares, plus an annual increase to be added on the first day of
the Company's fiscal year beginning in 2000 equal to the lesser of (i) 300,000
shares, (ii) 1% of the adjusted average shares of outstanding Common Stock used
to calculate fully diluted earnings per share as reported in the Annual Report
to stockholders for the preceding year, or (iii) a lesser amount determined by
the Board; provided, however, that any shares from any increases in previous
years that are not actually issued shall be added to the aggregate number of
shares available for issuance under the Plan. Shares issued under the Plan shall
be drawn from authorized and unissued shares or shares now held or subsequently
acquired by the Company.

            (b) The participant shall have no interest or voting right in shares
covered by his or her option until such option has been exercised.

            (c) Shares to be delivered to a participant under the Plan shall be
registered in the name of the participant or in the name of the participant and
his or her spouse.

      14.   Administration. The Plan shall be administered by the Board or a
committee of members of the Board appointed by the Board. The Board or its
committee shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan determine eligibility and to
adjudicate all disputed claims filed under the Plan. Every finding, decision and
determination made by the Board or its committee shall, to the extent permitted
by law, be final and binding upon all parties.


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      15.   Designation of Beneficiary.

            (a) A participant may file a written designation of a beneficiary
who is to receive shares and cash, if any, from the participant's account under
the Plan in the event of such participant's death subsequent to an Exercise Date
on which the option is exercised but prior to delivery to such participant of
such shares and cash. In addition, a participant may file a written designation
of a beneficiary who is to receive any cash from the participant's account under
the Plan in the event of such participant's death prior to exercise of the
option. If a participant is married and the designated beneficiary is not the
spouse, spousal consent shall be required for such designation to be effective.

            (b) Such designation of beneficiary may be changed by the
participant at any time by written notice. 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 shares and/or 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 shares and/or cash to the participant's spouse or to any one or more
dependents or relatives of the participant, or if no spouse, dependent or
relative is known to the Company, then to such other person as the Company may
designate.

      16.   Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 15 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with Section 10 hereof.

      17.   Use of Funds. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.

      18. Reports. Individual accounts shall be maintained for each participant
in the Plan. Statements of account shall be given to participating Employees at
least annually, which statements shall set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased and the remaining
cash balance, if any.

      19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
Merger or Asset Sale.

            (a) Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the Reserves, the maximum number of shares each
participant may purchase each Purchase Period (pursuant to Section 7), as well
as the price per share and the number of shares of Common Stock covered by each
option under the Plan which has not yet been exercised shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,


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combination or reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an option.

            (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period then in progress
shall be shortened by setting a new Exercise Date (the "New Exercise Date"), and
shall terminate immediately prior to the consummation of such proposed
dissolution or liquidation, unless provided otherwise by the Board. The New
Exercise Date shall be before the date of the Company's proposed dissolution or
liquidation. The Board shall notify each participant in writing, at least ten
(10) business days prior to the New Exercise Date, that the Exercise Date for
the participant's option has been changed to the New Exercise Date and that the
participant's option shall be exercised automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering Period
as provided in Section 10 hereof.

            (c) Merger or Asset Sale. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each outstanding option shall be assumed or an
equivalent option substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. In the event that the successor
corporation refuses to assume or substitute for the option, any Purchase Periods
then in progress shall be shortened setting a new Exercise Date (the "New
Exercise Date") and any Offering Periods then in progress shall end on the New
Exercise Date. The New Exercise Date shall be before the date of the Company's
proposed sale or merger. The Board shall notify each participant in writing, at
least ten (10) business days prior to the New Exercise Date, that the Exercise
Date for the participant's option has been changed to the New Exercise Date and
that the participant's option shall be exercised automatically on the New
Exercise Date, unless prior to such date the participant has withdrawn from the
Offering Period as provided in Section 10 hereof.

      20.   Amendment or Termination.

            (a) The Board of Directors of the Company may at any time and for
any reason terminate or amend the Plan. Except as provided in Section 19 hereof,
no such termination can affect options previously granted, provided that an
Offering Period may be terminated by the Board of Directors on any Exercise Date
if the Board determines that the termination of the Offering Period or the Plan
is in the best interests of the Company and its stockholders. Except as provided
in Section 19 and Section 20 hereof, no amendment may make any change in any
option theretofore granted which adversely affects the rights of any
participant. To the extent necessary to comply with Section 423 of the Code (or
any other applicable law, regulation or stock exchange rule), the Company shall
obtain stockholder approval in such a manner and to such a degree as required.


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            (b) Without stockholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld from the
participant's Compensation and establish such other limitations or procedures as
the Board (or its committee) determines in its sole discretion advisable which
are consistent with the Plan.

            (c) In the event the Board determines that the ongoing operation of
the Plan may result in unfavorable financial accounting consequences, the Board
may, in its discretion and, to the extent necessary or desirable, modify or
amend the Plan to reduce or eliminate such accounting consequence including, but
not limited to:

                  i) altering the Purchase Price for any Offering Period
including an Offering Period underway at the time of the change in Purchase
Price;

                  ii) shortening any Offering Period so that Offering Period
ends on a new Exercise Date, including an Offering Period underway at the time
of the Board action; and

                  iii) allocating shares.

      Such modifications or amendments shall not require stockholder approval or
the consent of any Plan participants.

      21. 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 in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

      22. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder and the requirements
of any stock exchange or quotation service upon which the shares may then be
listed or quoted and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

      As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law. The Company is under no obligation
to register or qualify under state or federal securities laws any shares of
Common Stock issued


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pursuant to the Plan. The Company may issue stock certificates for shares with
such legends and subject to such restrictions on transfer and stop transfer
instructions as counsel for the Company deems necessary or desirable for
compliance by the Company with federal and state securities laws.

      23. ESPP Broker. If the Board designates or approves a stock brokerage or
other financial services firm (the "ESPP Broker") to hold shares purchased under
the Plan for the accounts of Employees, the following procedures shall apply.
Promptly following each Exercise Date, the number of shares of Common Stock
purchased by each Employee shall be deposited into an account established in the
Employee's name with the ESPP Broker. An Employee shall be free to undertake a
disposition of the shares of Common Stock in his or her account at any time but,
in the absence of such a disposition, the shares of Common Stock must remain in
the Employee's account at the ESPP Broker until the holding period set forth in
Code Section 423 has been satisfied. With respect to shares of Common Stock for
which the holding periods set forth above have been satisfied, the Employee may
move those shares of Common Stock to another brokerage account of the Employee's
choosing or request that a stock certificate be issued and delivered to him or
her. Any dividends paid in the form of shares of Common Stock with respect to
Common Stock in an Employee's account shall be credited to such account. An
Employee who is not subject to payment of U.S. income taxes may move his or her
shares of Common Stock to another brokerage account of his or her choosing or
request that a stock certificate be delivered to him or her at any time, without
regard to the Code Section 423 holding period.

      24. Effect Upon Other Plans. The adoption of the Plan shall not affect any
other compensation or incentive plans in effect for the Company or any
Designated Subsidiary. Nothing in the Plan shall be construed to limit the right
of the Company or Designated Subsidiary to (a) establish any other forms of
incentives or compensation for employees of the Company or Designated Subsidiary
or (b) grant or assume options otherwise than under the Plan in connection with
any proper corporate purpose, including, but not by way of limitation, the grant
or assumption of options in connection with the acquisition, by purchase, lease,
merger, consolidation or otherwise, of the business, stock or assets of any
corporation, firm or association.

      25. Term of Plan. The Plan shall become effective upon the consummation of
the offering described in the Registration Statement, or its approval by the
stockholders of the Company, whichever is later. It shall continue in effect for
a term of ten (10) years unless sooner terminated under Section 20 hereof.

      26. Automatic Transfer to Low Price Offering Period. To the extent
permitted by any applicable laws, regulations, or stock exchange rules if the
Fair Market Value of the Common Stock on any Exercise Date in an Offering Period
is lower than the Fair Market Value of the Common Stock on the Enrollment Date
of such Offering Period, then all participants in such Offering Period shall be
automatically withdrawn from such Offering Period immediately after the exercise
of their option on such Exercise Date and automatically re-enrolled in the
immediately following Offering Period as of the first day thereof.


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                                    EXHIBIT A

                             SALESLOGIX CORPORATION

                        1999 EMPLOYEE STOCK PURCHASE PLAN

                             SUBSCRIPTION AGREEMENT

_____   Original Application Enrollment Date:  ____________

_____   Change in Payroll Deduction Rate

_____   Change of Beneficiary(ies)

      1. ___________________ hereby elects to participate in the SalesLogix
Corporation 1999 Employee Stock Purchase Plan (the "Employee Stock Purchase
Plan") and subscribes to purchase shares of the Company's Common Stock in
accordance with this Subscription Agreement and the Employee Stock Purchase
Plan.

      2. I hereby authorize payroll deductions from each paycheck in the amount
of ____% of my Compensation on each payday (from 1 to ____%) during the Offering
Period in accordance with the Employee Stock Purchase Plan. (Please note that no
fractional percentages are permitted.)

      3. I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock at the applicable Purchase Price determined
in accordance with the Employee Stock Purchase Plan. I understand that if I do
not withdraw from an Offering Period, any accumulated payroll deductions will be
used to automatically exercise my option.

      4. I have received a copy of the complete Employee Stock Purchase Plan. I
understand that my participation in the Employee Stock Purchase Plan is in all
respects subject to the terms of the Plan. I understand that my ability to
exercise the option under this Subscription Agreement is subject to stockholder
approval of the Employee Stock Purchase Plan.

      5. Shares purchased for me under the Employee Stock Purchase Plan should
be issued in the name(s) of              (Employee or Employee and Spouse only).

      6. I UNDERSTAND THAT IF I DISPOSE OF ANY SHARES RECEIVED BY ME PURSUANT TO
THE PLAN WITHIN 2 YEARS AFTER THE ENROLLMENT DATE (THE FIRST DAY OF THE OFFERING
PERIOD DURING WHICH I PURCHASED SUCH SHARES) OR ONE YEAR AFTER THE EXERCISE
DATE, I WILL BE TREATED FOR FEDERAL INCOME TAX PURPOSES AS HAVING RECEIVED
ORDINARY INCOME AT THE TIME OF SUCH DISPOSITION IN AN AMOUNT EQUAL TO THE EXCESS
OF THE FAIR MARKET VALUE OF THE SHARES AT THE TIME SUCH SHARES WERE PURCHASED BY
ME OVER THE PRICE WHICH I PAID FOR THE SHARES. I HEREBY AGREE TO NOTIFY THE
COMPANY IN WRITING WITHIN 30 DAYS AFTER THE DATE OF ANY DISPOSITION OF SHARES
AND I WILL MAKE ADEQUATE PROVISION FOR FEDERAL, STATE OR OTHER TAX WITHHOLDING
OBLIGATIONS, IF ANY, WHICH ARISE UPON THE DISPOSITION OF SHARES. THE COMPANY
MAY, BUT WILL NOT BE OBLIGATED TO, WITHHOLD FROM MY COMPENSATION THE AMOUNT
NECESSARY TO
<PAGE>   12
MEET ANY APPLICABLE WITHHOLDING OBLIGATION INCLUDING ANY WITHHOLDING NECESSARY
TO MAKE AVAILABLE TO THE COMPANY ANY TAX DEDUCTIONS OR BENEFITS ATTRIBUTABLE TO
SALE OR EARLY DISPOSITION OF COMMON STOCK BY ME. IF I DISPOSE OF SUCH SHARES AT
ANY TIME AFTER THE EXPIRATION OF THE 2-YEAR AND 1-YEAR HOLDING PERIODS, I
UNDERSTAND THAT I WILL BE TREATED FOR FEDERAL INCOME TAX PURPOSES AS HAVING
RECEIVED INCOME ONLY AT THE TIME OF SUCH DISPOSITION, AND THAT SUCH INCOME WILL
BE TAXED AS ORDINARY INCOME ONLY TO THE EXTENT OF AN AMOUNT EQUAL TO THE LESSER
OF (A) THE EXCESS OF THE FAIR MARKET VALUE OF THE SHARES AT THE TIME OF SUCH
DISPOSITION OVER THE PURCHASE PRICE WHICH I PAID FOR THE SHARES, OR (B) 15% OF
THE FAIR MARKET VALUE OF THE SHARES ON THE FIRST DAY OF THE OFFERING PERIOD. THE
REMAINDER OF THE GAIN, IF ANY, RECOGNIZED ON SUCH DISPOSITION WILL BE TAXED AS
CAPITAL GAIN.

      7. I hereby agree to be bound by the terms of the Employee Stock Purchase
Plan. The effectiveness this Subscription Agreement is dependent upon my
eligibility to participate in the Employee Stock Purchase Plan.

      8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the Employee
Stock Purchase Plan:

NAME:  (Please print)___________________________________________________________

(First) (Middle) (Last)_________________________________________________________

Relationship____________________________________________________________________

(Address)_______________________________________________________________________

Employee's Social Security Number:______________________________________________

Employee's Address:_____________________________________________________________

________________________________________________________________________________

________________________________________________________________________________



I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

Dated:__________________________________________________________________________



Signature of Employee___________________________________________________________



Spouse's Signature (If beneficiary other than spouse)___________________________
<PAGE>   13
                                    EXHIBIT B

                             SALESLOGIX CORPORATION

                        1999 EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL

The undersigned participant in the Offering Period of the SalesLogix Corporation
1999 Employee Stock Purchase Plan which began on _____________, ____ (the
"Enrollment Date") hereby notifies the Company that he or she hereby withdraws
from the Offering Period. He or she hereby directs the Company to pay to the
undersigned as promptly as practicable all the payroll deductions credited to
his or her account with respect to such Offering Period. The undersigned
understands and agrees that his or option for such Offering Period will be
automatically terminated. The undersigned understands further that no further
payroll deductions will be made for the purchase of shares in the current
Offering Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only by delivering to the Company a new Subscription
Agreement.



Name and Address of Participant:


__________________________________________

__________________________________________

__________________________________________



Signature:



__________________________________________


Date:_____________________________________