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                                                                    Exhibit 10.7

                          LANDMARK SYSTEMS CORPORATION

                        1998 EMPLOYEE STOCK PURCHASE PLAN

1.  PURPOSE OF PLAN

The purpose of the Landmark Systems Corporation 1998 Employee Stock Purchase
Plan is to provide a method for employees of Landmark Systems Corporation and
its subsidiaries to acquire a proprietary interest in Landmark Systems
Corporation through the purchase of common stock of Landmark Systems
Corporation. The Landmark Systems Corporation 1998 Employee Stock Purchase Plan
is intended to comply with the terms of Section 423 of the Internal Revenue Code
of 1986, as amended.

2.  DEFINITIONS

Unless the context clearly indicates otherwise, the following terms shall have
the following meanings:

               2.1 "Board" means the Board of Directors of the Corporation.

               2.2 "Cash Compensation" means the amounts paid to an Eligible
               Employee in cash for the performance of services, including cash
               payments of overtime, commissions, incentive compensation, and
               bonuses, before deduction of salary reduction contributions from
               the Eligible Employee's cash compensation pursuant to elections
               under a plan subject to Section 125 or 401(k) of the Code.

               2.3 "Code" means the Internal Revenue Code of 1986, as amended,
               or any successor law. A reference to a particular section of the
               Code shall include a reference to any regulations issued under
               the section and to the corresponding section of any successor
               law.

               2.4 "Commission" means the Securities and Exchange Commission or
               any successor agency.

               2.5 "Committee" means, if applicable, the committee established
               by the Board pursuant to Section 3 to be responsible for the
               general administration of the Plan.

               2.6 "Common Stock" means shares of the voting common stock, par
               value $0.01 per share, of the Corporation.

               2.7 "Corporation" means Landmark Systems Corporation, a Virginia
               corporation, or any successor thereto.
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               2.8 "Eligible Employee" means any employee of the Corporation or
               of any Subsidiary who meets the eligibility requirements of
               Section 4, whether or not such person is a U.S. citizen.

               2.9 "Enrollment Form" means the form filed with the Corporation
               authorizing payroll deductions pursuant to Section 6.

               2.10 "Exchange Act" means the Securities Exchange Act of 1934, as
               amended.

               2.11 "Fair Market Value" means the lesser of (a) the closing
               price of the Common Stock reported on the National Association of
               Securities Dealers Automated Quotation System ("NASDAQ") in the
               national market on the business day before the Offering
               Commencement Date, or (b) the closing price of the Common Stock
               reported on NASDAQ in the national market on the business day
               before the Offering Termination Date, provided that if there
               should be no sales of Common Stock reported on any such date, the
               Fair Market Value shall be deemed equal to the closing price as
               reported by NASDAQ for the last preceding date on which sales of
               Common Stock were reported. In the event that the Common Stock is
               listed upon an established stock exchange or exchanges, "Fair
               Market Value" means the closing price of Common Stock on the
               exchange that trades the largest volume of Common Stock on such
               date.

               2.12 "Investment Date" means the date on which shares of Common
               Stock are acquired. If the Common Stock is acquired from the
               Corporation, the "Investment Date" shall be the last business day
               of each Purchase Period during which shares of Common Stock are
               traded. If the Common Stock is purchased in the over-the-counter
               market or in a private transaction, the "Investment Date" shall
               be the date on which Common Stock is purchased.

               2.13 "Offering Commencement Date" means the first day of each
               calendar quarter.

               2.14 "Offering Termination Date" means the last day of each
               calendar quarter.

               2.15 "Participating Employee" means each Eligible Employee who
               elects to participate in the Plan by filing an Enrollment Form
               pursuant to Section 6.

               2.16 "Payroll Deduction Account" means the account established
               for a Participating Employee to hold payroll deductions pursuant
               to Section 6.

               2.17 "Plan" means the Landmark Systems Corporation 1998 Employee
               Stock Purchase Plan, as it may be amended and restated from time
               to time.

               2.18 "Purchase Period" means a calendar quarter.

               2.19 "Purchase Price" means the price for each share of Common
               Stock, which shall be 85 percent of the Fair Market Value of such
               Common Stock.
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               2.20 "Subsidiary" means any corporation (other than the
               Corporation) in an unbroken chain of corporations beginning with
               the Corporation if, as of an Investment Date, each of the
               corporations other than the last corporation in the unbroken
               chain owns stock possessing 50 percent or more of the total
               combined voting power of all classes of stock in one of the other
               corporations in such chain. The Board shall determine whether a
               Subsidiary may adopt the Plan for the benefit of its employees.

3.  ADMINISTRATION OF THE PLAN

               3.1 Administration of Plan. The Plan shall be administered by the
               Board or by a committee appointed by the Board, which shall be
               composed of at least three (3) individuals.

               3.2 Authority of Board or Committee. The Board or, if applicable,
               the Committee shall have full power and authority to:

               (i) determine whether Common Stock shall be purchased from the
               Corporation or by purchases in the open market or in private
               transactions;

               (ii) interpret and construe the Plan and adopt such rules and
               regulations it shall deem necessary and advisable to implement
               and administer the Plan; and

               (iii) designate persons to carry out its responsibilities,
               subject to such limitations, restrictions and conditions as it
               may prescribe, provided that the Board or Committee may not
               delegate its authority if such delegation would cause the Plan
               not to comply with the requirements of Rule 16b-3 under the
               Exchange Act or any successor rule of the Commission.

               The foregoing determinations shall be made in accordance with the
               Board's or Committee's best business judgment as to the best
               interests of the Corporation and its stockholders and in
               accordance with the purposes of the Plan.

               3.3 Determinations of Committee. A majority of the Committee
               shall constitute a quorum at any meeting of the Committee, and
               all determinations of the Committee shall be made by a majority
               of its members. Any action which the Committee shall take through
               a written instrument signed by all of its members shall be as
               effective as though it had been taken at a meeting duly called
               and held. The Committee shall report all actions taken by it to
               the Board.

               3.4 Delegation. The Board or Committee may delegate such
               non-discretionary administrative duties under the Plan to one or
               more agents as it shall deem necessary and advisable.

               3.5 Effect of Board or Committee Determination. No member of the
               Board or Committee shall be personally liable for any action or
               determination made in good faith with respect to the Plan or to
               any settlement of any dispute between a Participating
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               Employee and the Corporation. Any decision made or action taken
               by the Committee or the Board with respect to the administration
               or interpretation of the Plan shall be conclusive and binding
               upon all persons.

4.  ELIGIBILITY

All employees of the Corporation and its Subsidiaries are eligible to
participate in the Plan, except employees whose customary employment is twenty
hours or less per week or who are employed for not more than five months in a
calendar year. Each Eligible Employee may become a participant as of the first
day of any calendar quarter by authorizing payroll deductions as provided in
Section 6.

No director of the Corporation or of any Subsidiary who is not an employee shall
be eligible to participate in the Plan. Independent contractors of the
Corporation or any Subsidiary are not eligible to participate in the Plan.

5.  SHARES SUBJECT TO PLAN

Subject to adjustment as provided in Section 14, the aggregate number of shares
of Common Stock which may be issued and purchased under the Plan shall not
exceed 1,000,000 shares of Common Stock. Shares needed to satisfy the needs of
the Plan may be acquired from the Corporation or by purchase at the expense of
the Corporation on the open market or in private transactions.

6.  ELECTION TO PARTICIPATE

Each Eligible Employee may become a Participating Employee effective on the
first day of any calendar quarter coincident with or following the date such
individual becomes an Eligible Employee by filing with the Board or Committee an
Enrollment Form authorizing specified regular payroll deductions from such
Eligible Employee's Cash Compensation. Such regular payroll deductions shall be
subject to a minimum deduction of $25 per payroll period and a maximum deduction
of 10 percent of Cash Compensation. All regular payroll deductions shall be
credited to the Payroll Deduction Account that the Corporation has established
in the name of the Participating Employee.

A Participating Employee may at any time withdraw from the Plan and cease to be
a Participating Employee. An employee who has ceased to be a Participating
Employee may not again become a Participating Employee until the first day of
the next calendar quarter. A Participating Employee may, effective as of the
first day of the following calendar quarter, increase or decrease the amount of
such Participating Employee's payroll deductions by filing a new Enrollment
Form.

Enrollment Forms must be filed with the Corporation not less than fourteen days
before the beginning of a calendar quarter to be effective for that calendar
quarter unless a shorter period of time is prescribed by the Board or Committee.
An Enrollment Form not filed within the prescribed filing period shall be
effective the first day of the calendar quarter following the 


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calendar quarter when it would otherwise become effective. An Enrollment Form,
once filed, shall remain in effect for all subsequent payroll periods, unless
the Participating Employee withdraws from the Plan or amends his or her
Enrollment Form to increase or decrease the Employee's payroll deductions.

7.  PURCHASE FROM PAYROLL DEDUCTION ACCOUNT

Each Participating Employee having eligible funds in such Participating
Employee's Payroll Deduction Account on an Investment Date shall be deemed,
without any further action, to have purchased the number of whole shares which
the eligible funds in such Participating Employee's Payroll Deduction Account
could purchase at the Purchase Price. Any portion of the Participating
Employee's Payroll Deduction Account that is not applied to the purchase of
shares of Common Stock shall be held for the purchase of shares on the next
Investment Date, unless the Participant has withdrawn from the Plan. In such
event, any funds credited to the Participating Employee's Payroll Deduction
Account shall be returned, without interest.

8.  STOCK PURCHASES

Shares of Common Stock shall be acquired for Participating Employees as of each
Investment Date either from the Corporation or, if directed by the Board or
Committee, by purchases on the open market or in private transactions using the
payroll deduction amounts held by the Corporation for Participating Employees.
If shares are purchased in one or more transactions on the open market or in
private transactions at the direction of the Board or Committee, the Corporation
will pay the difference between the Purchase Price and the price at which such
shares are purchased for Participating Employees. As soon as practicable
following each Investment Date, the Corporation shall direct the Corporation's
transfer agent to credit on the books of the Corporation or deliver to each
Participating Employee a stock certificate, the whole shares of stock acquired
on such Investment Date by the Participating Employee.

9.  LIMITATION ON PURCHASES

No Participating Employee may purchase any Common Stock under this Plan and any
other plan of the Corporation, and its Subsidiary corporations intended to
qualify under Section 423 of the Code if the Fair Market Value of the purchase
plus the Fair Market Value of all prior purchases by the Participating Employee
under such plans (determined by reference to the Fair Market Value on each date
of purchase) during any calendar year exceeds $25,000.

A Participating Employee's Payroll Deduction Account may not be used to purchase
Common Stock on any Investment Date to the extent that after such purchase the
Participating Employee would own (or be considered as owning within the meaning
of Section 424(d) of the Code) stock possessing 5 percent or more of the total
combined voting power or value of all classes of stock of the Corporation or any
Subsidiary. For this purpose, stock which the Participating Employee may
purchase under any outstanding option shall be treated as owned by such
Participating Employee. As of the first Investment Date on which this Section 9
limits a Participating Employee's ability to purchase Common Stock, the employee
shall cease to be a Participating Employee.


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10.  TITLE TO SHARES

The Corporation shall direct the Corporation's stock transfer agent to credit
each Participating Employee with the whole shares acquired on each Investment
Date. The Participating Employee may designate on his or her Enrollment Form
whether shares shall be credited in the name of the Participating Employee or in
the name of such Participating Employee jointly with a member of such
Participating Employee's family, with right of survivorship. A Participating
Employee who is a resident of a jurisdiction which does not recognize such a
joint tenancy may direct that shares be credited in the Participating Employee's
name as tenant in common with a member of the Participating Employee's family,
without right of survivorship.

11.  RIGHTS AS A SHAREHOLDER

A Participating Employee shall have the right at any time to obtain a
certificate for the whole shares of Common Stock credited to such Participating
Employee or to direct that such shares be transferred to a broker designated by
the Participating Employee to be held in street name.

Subject to the provisions of Section 6, a Participating Employee shall have the
right at any time to direct that any shares held in such Participating
Employee's name be sold through a broker selected by the Participating Employee,
and that the proceeds, less expenses of sale, be remitted to the Participating
Employee.

If a Participating Employee ceases to be such, the Participating Employee may
elect to have the shares credited to such Participating Employee's name sold by
a broker designated by the Participating Employee and the proceeds, after
selling expenses, remitted, or the Participating Employee may elect to have a
certificate for the whole shares of Common Stock credited to such Participating
Employee's name forwarded to the Participating Employee.

As a condition of participation in the Plan, each Participating Employee agrees
to notify the Corporation in the event such individual sells or otherwise
disposes of any of the shares of Common Stock acquired under this Plan within
two years of the Investment Date on which such shares were purchased.

12.  RETIREMENT, TERMINATION AND DEATH

In the event of a Participating Employee's retirement or termination of
employment, or if a Participating Employee ceases to be such, the amount in the
Participating Employee's Payroll Deduction Account shall be refunded to the
Participating Employee, and, unless otherwise elected, certificates will be
issued for whole shares held in such Participating Employee's name. If a
Participating Employee elects to have the shares sold, the Participating
Employee will receive the proceeds of the sale, less selling expenses. In the
event of death, the amount in the Participating Employee's Payroll Deduction
Account and all shares in the Participating Employee's name shall be delivered
to the beneficiary designated by the Participating Employee in a writing filed
with the Corporation. If no beneficiary has been designated, or if the
designated 



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beneficiary does not survive the Participating Employee, such amount and all
shares shall be delivered to the estate of the Participating Employee.

13.  RIGHTS NOT TRANSFERABLE

Rights under the Plan are not transferable by a Participating Employee except
pursuant to a qualified domestic relations order, by will or by the laws of
descent and distribution. All rights under the Plan are exercisable, during a
Participating Employee's lifetime, only by such Participating Employee.

14.  CHANGES IN CAPITALIZATION

Subject to any required action by the stockholders, the number of shares covered
by the Plan and the Purchase Price shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock of the
Corporation resulting from a subdivision or consolidation of shares or the
payment of a stock dividend (but only on the Common Stock) or any other increase
or decrease in the number of such shares effected without receipt of
consideration by the Corporation. In the event of a change of all of the
Corporation's authorized Common Stock with par value into the same number of
shares with a different par value or without par value, the Shares resulting
from any such change shall be deemed to be Common Stock within the meaning of
the Plan.

To the extent that the foregoing adjustments relate to stock or securities of
the Corporation, such adjustments shall be made by the Board or Committee, whose
determination in that respect shall be final, binding and conclusive, provided
that the Board or Committee shall make no adjustment that would cause the Plan
to fail to continue to qualify as an employee stock purchase plan under Section
423 of the Code.

Except as hereinbefore expressly provided in this Section 14, a Participating
Employee shall have no rights (i) by reason of any subdivision or consolidation
of shares of stock of any class, the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class, or (ii) by
reason of any dissolution, liquidation, merger, or consolidation, spin-off of
assets or stock of another corporation, or any issue by the Corporation of
shares of stock of any class, nor shall any of these actions affect, or cause an
adjustment to be made with respect to, the number or Purchase Price of shares
subject to the Plan. The Plan shall not affect in any way the right or power of
the Corporation (i) to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure, (ii) to merge or consolidate,
(iii) to dissolve, liquidate, or sell or transfer all or any part of its
business or assets or (iv) to issue any bonds, debentures, preferred or other
preference stock ahead of or affecting the Common Stock.

15.  AMENDMENT OF THE PLAN

The Board of Directors may at any time, or from time to time, amend the Plan in
any respect; provided, however, that the shareholders of the Corporation must
approve any amendment that would materially (i) decrease the Purchase Price,
(ii) increase the number of shares of Common 


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Stock that may be issued under the Plan, or (iii) modify the requirements as to
eligibility for participation in the Plan.

16.  TERMINATION OF THE PLAN

The Plan shall terminate on the earlier of:

(a) the Investment Date that Participating Employees become entitled to purchase
a number of shares greater than the number of reserved shares remaining
available for purchase; or

(b) April 1, 2008, or at any earlier date at the discretion of the Board of
Directors.

In the event that the Plan terminates under circumstances described in (a)
above, reserved shares remaining as of the termination date shall be issued to
Participating Employees on a pro rata basis. Upon termination of the Plan, all
amounts in an employee's Payroll Deduction Account that are not used to purchase
Common Stock will be refunded.

17.  GOVERNING LAW

The Plan shall be governed by, and construed in accordance with, the laws of the
Commonwealth of Virginia.


18.  EFFECTIVE DATE OF PLAN

The Plan shall become effective on the date and at the time of the Corporation's
1998 annual meeting of shareholders, subject to the approval of the Plan on or
before such date by a majority of the voting shares of Common Stock represented
and entitled to vote.