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                                                                    Exhibit 10.7

                                LIVEPERSON, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

         I.       PURPOSE OF THE PLAN

                  This Employee Stock Purchase Plan is intended to promote the
interests of LivePerson, Inc., a Delaware corporation, by providing eligible
employees with the opportunity to acquire a proprietary interest in the
Corporation through participation in a payroll-deduction based employee stock
purchase plan designed to qualify under Section 423 of the Code.

                  Capitalized terms herein shall have the meanings assigned to
such terms in the attached Appendix.

                  All share numbers reflect the 3-for-2 stock split of the
Common Stock which was effected on March 8, 2000.

         II.      ADMINISTRATION OF THE PLAN

                  The Plan Administrator shall have full authority to interpret
and construe any provision of the Plan and to adopt such rules and regulations
for administering the Plan as it may deem necessary in order to comply with the
requirements of Section 423 of the Code. Decisions of the Plan Administrator
shall be final and binding on all parties having an interest in the Plan.

         III.     STOCK SUBJECT TO PLAN

                  A.       The stock purchasable under the Plan shall be shares
of authorized but unissued or reacquired Common Stock, including shares of
Common Stock purchased on the open market. The maximum number of shares of
Common Stock which may be issued in the aggregate under the Plan shall not
exceed Four Hundred Fifty Thousand (450,000) shares.

                  B.       The number of shares of Common Stock available for
issuance under the Plan shall automatically increase on the first trading day of
January each calendar year during the term of the Plan, beginning with calendar
year 2001, by an amount equal to one-half percent (0.5%) of the total number of
shares of Common Stock outstanding on the last trading day in December of the
immediately preceding calendar year, but in no event shall any such annual
increase exceed One Hundred Fifty Thousand (150,000) shares.

                  C.       Should any change be made to the Common Stock by
reason of any stock split, stock dividend, recapitalization, combination of
shares, exchange of shares or other change affecting the outstanding Common
Stock as a class without the Corporation's receipt of consideration, appropriate
adjustments shall be made to the maximum number and class of securities issuable
in the aggregate under the Plan, (ii) the maximum number and class of securities
by which the share reserve is to increase automatically each calendar year,
(iii) the maximum number and class of securities purchasable per Participant and
in the aggregate on any one Purchase Date and (iv) the number and class of
securities and the price per share in effect



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under each outstanding purchase right in order to prevent the dilution or
enlargement of benefits thereunder.

         IV.      OFFERING PERIODS

                  A.       Shares of Common Stock shall be offered for purchase
under the Plan through a series of successive offering periods until such time
as (i) the maximum number of shares of Common Stock available for issuance under
the Plan shall have been purchased or (ii) the Plan shall have been sooner
terminated.

                  B.       Each offering period shall be of such duration (not
to exceed twenty-four (24) months) as determined by the Plan Administrator prior
to the start date of such offering period. However, the initial offering period
shall commence at the Effective Time and terminate on the last business day in
April 2002. Subsequent offering periods shall commence as designated by the Plan
Administrator.

                  C.       Each offering period shall be comprised of a series
of one or more successive Purchase Intervals. Purchase Intervals shall run from
the first business day in May each year to the last business day in October of
the same year and from the first business day in November each year to the last
business day in April of the following year. However, the first Purchase
Interval in effect under the initial offering period shall commence at the
Effective Time and terminate on the last business day in October 2000.

                  D.       Should the Fair Market Value per share of Common
Stock on any Purchase Date within an offering period be less than the Fair
Market Value per share of Common Stock on the start date of that offering
period, then that offering period shall automatically terminate immediately
after the purchase of shares of Common Stock on such Purchase Date, and a new
offering period shall commence on the next business day following such Purchase
Date. The new offering period shall have a duration of twenty (24) months,
unless a shorter duration is established by the Plan Administrator within five
(5) business days following the start date of that offering period.

         V.       ELIGIBILITY

                  A.       Each individual who is an Eligible Employee on the
start date of an offering period under the Plan may enter that offering period
on such start date or on any subsequent Semi-Annual Entry Date within that
offering period, provided he or she remains an Eligible Employee.

                  B.       Each individual who first becomes an Eligible
Employee after the start date of an offering period may enter that offering
period on any subsequent Semi-Annual Entry Date within that offering period on
which he or she is an Eligible Employee.

                  C.       The date an individual enters an offering period
shall be designated his or her Entry Date for purposes of that offering period.

                  D.       To participate in the Plan for a particular offering
period, the Eligible Employee must complete the enrollment forms prescribed by
the Plan Administrator (including a

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stock purchase agreement and a payroll deduction authorization) and file such
forms with the Plan Administrator (or its designate) on or before his or her
scheduled Entry Date.

         VI.      PAYROLL DEDUCTIONS

                  A.       The payroll deduction authorized by the Participant
for purposes of acquiring shares of Common Stock during an offering period may
be any multiple of one percent (1%) of the Cash Earnings paid to the Participant
during each Purchase Interval within that offering period, up to a maximum of
fifteen percent (15%). The deduction rate so authorized shall continue in effect
throughout the offering period, except to the extent such rate is changed in
accordance with the following guidelines:

                           (i)      The Participant may, at any time during the
         offering period, reduce his or her rate of payroll deduction to become
         effective as soon as possible after filing the appropriate form with
         the Plan Administrator. The Participant may not, however, effect more
         than one (1) such reduction per Purchase Interval.

                           (ii)     The Participant may, prior to the
         commencement of any new Purchase Interval within the offering period,
         increase the rate of his or her payroll deduction by filing the
         appropriate form with the Plan Administrator. The new rate (which may
         not exceed the fifteen percent (15%) maximum) shall become effective on
         the start date of the first Purchase Interval following the filing of
         such form.

                  B.       Payroll deductions shall begin on the first pay day
administratively feasible following the Participant's Entry Date into the
offering period and shall (unless sooner terminated by the Participant) continue
through the pay day ending with or immediately prior to the last day of that
offering period. The amounts so collected shall be credited to the Participant's
book account under the Plan, but no interest shall be paid on the balance from
time to time outstanding in such account. The amounts collected from the
Participant shall not be required to be held in any segregated account or trust
fund and may be commingled with the general assets of the Corporation and used
for general corporate purposes.

                  C.       Payroll deductions shall automatically cease upon the
termination of the Participant's purchase right in accordance with the
provisions of the Plan.

                  D.       The Participant's acquisition of Common Stock under
the Plan on any Purchase Date shall neither limit nor require the Participant's
acquisition of Common Stock on any subsequent Purchase Date, whether within the
same or a different offering period.

         VII.     PURCHASE RIGHTS

                  A.       GRANT OF PURCHASE RIGHT. A Participant shall be
granted a separate purchase right for each offering period in which he or she
participates. The purchase right shall be granted on the Participant's Entry
Date into the offering period and shall provide the Participant with the right
to purchase shares of Common Stock, in a series of successive installments over
the remainder of such offering period, upon the terms set forth below. The

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Participant shall execute a stock purchase agreement embodying such terms and
such other provisions (not inconsistent with the Plan) as the Plan Administrator
may deem advisable.

                  Under no circumstances shall purchase rights be granted under
the Plan to any Eligible Employee if such individual would, immediately after
the grant, own (within the meaning of Code Section 424(d)) or hold outstanding
options or other rights to purchase, stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the
Corporation or any Corporate Affiliate.

                  B.       EXERCISE OF THE PURCHASE RIGHT. Each purchase right
shall be automatically exercised in installments on each successive Purchase
Date within the offering period, and shares of Common Stock shall accordingly be
purchased on behalf of each Participant (other than Participants whose payroll
deductions have previously been refunded pursuant to the Termination of Purchase
Right provisions below) on each such Purchase Date. The purchase shall be
effected by applying the Participant's payroll deductions for the Purchase
Interval ending on such Purchase Date to the purchase of whole shares of Common
Stock at the purchase price in effect for the Participant for that Purchase
Date.

                  C.       PURCHASE PRICE. The purchase price per share at which
Common Stock will be purchased on the Participant's behalf on each Purchase Date
within the offering period shall be equal to eighty-five percent (85%) of the
lower of (i) the Fair Market Value per share of Common Stock on the
Participant's Entry Date into that offering period or (ii) the Fair Market Value
per share of Common Stock on that Purchase Date.

                  D.       NUMBER OF PURCHASABLE SHARES. The number of shares of
Common Stock purchasable by a Participant on each Purchase Date during the
offering period shall be the number of whole shares obtained by dividing the
amount collected from the Participant through payroll deductions during the
Purchase Interval ending with that Purchase Date by the purchase price in effect
for the Participant for that Purchase Date. However, the maximum number of
shares of Common Stock purchasable per Participant on any one Purchase Date
shall not exceed One Thousand (1,000) shares, subject to periodic adjustments in
the event of certain changes in the Corporation's capitalization. In addition,
the maximum number of shares of Common Stock purchasable in the aggregate by all
Participants on any one Purchase Date shall not exceed One Hundred Twelve
Thousand Five Hundred (112,500) shares, subject to periodic adjustments in the
event of certain changes in the corporation's capitalization.

                  E.       EXCESS PAYROLL DEDUCTIONS. Any payroll deductions not
applied to the purchase of shares of Common Stock on any Purchase Date because
they are not sufficient to purchase a whole share of Common Stock shall be held
for the purchase of Common Stock on the next Purchase Date. However, any payroll
deductions not applied to the purchase of Common Stock by reason of the
limitation on the maximum number of shares purchasable on the Purchase Date
shall be promptly refunded.

                  F.       TERMINATION OF PURCHASE RIGHT. The following
provisions shall govern the termination of outstanding purchase rights:

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                           (i)      A Participant may, at any time prior to the
         next scheduled Purchase Date in the offering period, terminate his or
         her outstanding purchase right by filing the appropriate form with the
         Plan Administrator (or its designate), and no further payroll
         deductions shall be collected from the Participant with respect to the
         terminated purchase right. Any payroll deductions collected during the
         Purchase Interval in which such termination occurs shall, at the
         Participant's election, be immediately refunded or held for the
         purchase of shares on the next Purchase Date. If no such election is
         made at the time such purchase right is terminated, then the payroll
         deductions collected with respect to the terminated right shall be
         refunded as soon as possible.

                           (ii)     The termination of such purchase right shall
         be irrevocable, and the Participant may not subsequently rejoin the
         offering period for which the terminated purchase right was granted. In
         order to resume participation in any subsequent offering period, such
         individual must re-enroll in the Plan (by making a timely filing of the
         prescribed enrollment forms) on or before his or her scheduled Entry
         Date into that offering period.

                  (iii)    Should the Participant cease to remain an Eligible
         Employee for any reason (including death, disability or change in
         status) while his or her purchase right remains outstanding, then that
         purchase right shall immediately terminate, and all of the
         Participant's payroll deductions for the Purchase Interval in which the
         purchase right so terminates shall be immediately refunded. However,
         should the Participant cease to remain in active service by reason of
         an approved unpaid leave of absence, then the Participant shall have
         the right, exercisable up until the last business day of the Purchase
         Interval in which such leave commences, to (a) withdraw all the payroll
         deductions collected to date on his or her behalf for that Purchase
         Interval or (b) have such funds held for the purchase of shares on his
         or her behalf on the next scheduled Purchase Date. In no event,
         however, shall any further payroll deductions be collected on the
         Participant's behalf during such leave. Upon the Participant's return
         to active service (i) within ninety (90) days following the
         commencement of such leave or, (ii) prior to the expiration of any
         longer period for which such Participant's right to reemployment with
         the Corporation is guaranteed by either statute or contract, his or her
         payroll deductions under the Plan shall automatically resume at the
         rate in effect at the time the leave began. However, should the
         Participant's leave of absence exceed ninety (90) days and his or her
         re-employment rights not be guaranteed by either statute or contract,
         then the Participant shall be treated as a new Employee for purposes of
         the Plan and must, in order to resume participation in the Plan,
         re-enroll in the Plan (by making a timely filing of the prescribed
         enrollment forms) on or before his or her scheduled Entry Date into the
         offering period.

                  G.       CHANGE IN CONTROL. Each outstanding purchase right
shall automatically be exercised, immediately prior to the effective date of any
Change in Control, by applying the payroll deductions of each Participant for
the Purchase Interval in which such Change in Control occurs to the purchase of
whole shares of Common Stock at a purchase price per share equal to

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eighty-five percent (85%) of the LOWER of (i) the Fair Market Value per share of
Common Stock on the Participant's Entry Date into the offering period in which
such Change in Control occurs or (ii) the Fair Market Value per share of Common
Stock immediately prior to the effective date of such Change in Control.
However, the applicable limitation on the number of shares of Common Stock
purchasable by all Participants in the aggregate shall not apply to any such
purchase.

                  The Corporation shall use its best efforts to provide at least
ten (10)-days prior written notice of the occurrence of any Change in Control,
and Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights prior to the effective date of the
Change in Control.

                  H.       PRORATION OF PURCHASE RIGHTS. Should the total number
of shares of Common Stock to be purchased pursuant to outstanding purchase
rights on any particular date exceed the number of shares then available for
issuance under the Plan, the Plan Administrator shall make a pro-rata allocation
of the available shares on a uniform and nondiscriminatory basis, and the
payroll deductions of each Participant, to the extent in excess of the aggregate
purchase price payable for the Common Stock pro-rated to such individual, shall
be refunded.

                  I.       ASSIGNABILITY. The purchase right shall be
exercisable only by the Participant and shall not be assignable or transferable
by the Participant.

                  J.       STOCKHOLDER RIGHTS. A Participant shall have no
stockholder rights with respect to the shares subject to his or her outstanding
purchase right until the shares are purchased on the Participant's behalf in
accordance with the provisions of the Plan and the Participant has become a
holder of record of the purchased shares.

         VIII.    ACCRUAL LIMITATIONS

                  A.       No Participant shall be entitled to accrue rights to
acquire Common Stock pursuant to any purchase right outstanding under this Plan
if and to the extent such accrual, when aggregated with (i) rights to purchase
Common Stock accrued under any other purchase right granted under this Plan and
(ii) similar rights accrued under other employee stock purchase plans (within
the meaning of Code Section 423) of the Corporation or any Corporate Affiliate,
would otherwise permit such Participant to purchase more than Fifty Thousand
Dollars ($50,000) worth of stock of the Corporation or any Corporate Affiliate
(determined on the basis of the Fair Market Value per share on the date or dates
such rights are granted) for each calendar year such rights are at any time
outstanding.

                  B.       For purposes of applying such accrual limitations to
the purchase rights granted under the Plan, the following provisions shall be in
effect:

                           (i)      The right to acquire Common Stock under each
         outstanding purchase right shall accrue in a series of installments on
         each successive Purchase Date during the offering period on which such
         right remains outstanding.

                           (ii)     No right to acquire Common Stock under any
         outstanding purchase right shall accrue to the extent the Participant
         has already accrued in the

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         same calendar year the right to acquire Common Stock under one (1) or
         more other purchase rights at a rate equal to Twenty-Five Thousand
         Dollars ($25,000) worth of Common Stock (determined on the basis of the
         Fair Market Value per share on the date or dates of grant) for each
         calendar year such rights were at any time outstanding.

                  C.       If by reason of such accrual limitations, any
purchase right of a Participant does not accrue for a particular Purchase
Interval, then the payroll deductions which the Participant made during that
Purchase Interval with respect to such purchase right shall be promptly
refunded.

                  D.       In the event there is any conflict between the
provisions of this Article and one or more provisions of the Plan or any
instrument issued thereunder, the provisions of this Article shall be
controlling.

         IX.      EFFECTIVE DATE AND TERM OF THE PLAN

                  A.       The Plan was adopted by the Board on March 21, 2000
and shall become effective at the Effective Time, PROVIDED no purchase rights
granted under the Plan shall be exercised, and no shares of Common Stock shall
be issued hereunder, until (i) the Plan shall have been approved by the
stockholders of the Corporation and (ii) the Corporation shall have complied
with all applicable requirements of the 1933 Act (including the registration of
the shares of Common Stock issuable under the Plan on a Form S-8 registration
statement filed with the Securities and Exchange Commission), all applicable
listing requirements of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Common Stock is listed for trading and all other
applicable requirements established by law or regulation. In the event such
stockholder approval is not obtained, or such compliance is not effected, within
twelve (12) months after the date on which the Plan is adopted by the Board, the
Plan shall terminate and have no further force or effect, and all sums collected
from Participants during the initial offering period hereunder shall be
refunded.

                  B.       Unless sooner terminated by the Board, the Plan shall
terminate upon the EARLIEST of (i) March 21, 2010, (ii) the date on which all
shares available for issuance under the Plan shall have been sold pursuant to
purchase rights exercised under the Plan or (iii) the date on which all purchase
rights are exercised in connection with a Corporate Transaction. No further
purchase rights shall be granted or exercised, and no further payroll deductions
shall be collected, under the Plan following such termination.

         X.       AMENDMENT/TERMINATION OF THE PLAN

                  A.       The Board may alter, amend, suspend or terminate the
Plan at any time to become effective immediately following the close of any
Purchase Interval. However, the Plan may be amended or terminated immediately
upon Board action, if and to the extent necessary to assure that the Corporation
will not recognize, for financial reporting purposes, any compensation expense
in connection with the shares of Common Stock offered for purchase under the
Plan, should the financial accounting rules applicable to the Plan at the
Effective Time

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be subsequently revised so as to require the recognition of compensation expense
in the absence of such amendment or termination.

                  B.       In no event may the Board effect any of the following
amendments or revisions to the Plan without the approval of the Corporation's
stockholders: (i) increase the number of shares of Common Stock issuable under
the Plan, except for permissible adjustments in the event of certain changes in
the Corporation's capitalization, (ii) alter the purchase price formula so as to
reduce the purchase price payable for the shares of Common Stock purchasable
under the Plan or (iii) modify eligibility requirements for participation in the
Plan.

         XI.      GENERAL PROVISIONS

                  A.       Nothing in the Plan shall confer upon the Participant
any right to continue in the employ of the Corporation or any Corporate
Affiliate for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Corporation (or any Corporate Affiliate
employing such person) or of the Participant, which rights are hereby expressly
reserved by each, to terminate such person's employment at any time for any
reason, with or without cause.

         B.       All costs and expenses incurred in the administration of the
Plan shall be paid by the Corporation; however, each Plan Participant shall bear
all costs and expenses incurred by such individual in the sale or other
disposition of any shares purchased under the Plan.

         C.       The provisions of the Plan shall be governed by the laws of
the State of New York without regard to that State's conflict-of-laws rules.

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                                   SCHEDULE A

                          CORPORATIONS PARTICIPATING IN
                          EMPLOYEE STOCK PURCHASE PLAN
                            AS OF THE EFFECTIVE TIME

                                LivePerson, Inc.

<PAGE>

                                    APPENDIX

                  The following definitions shall be in effect under the Plan:

                  A.       BOARD shall mean the Corporation's Board of
Directors.

                  B.       CASH EARNINGS shall mean the (i) base salary payable
to a Participant by one or more Participating Corporations during such
individual's period of participation in one or more offering periods under the
Plan plus (ii) all overtime payments, bonuses, commissions, current
profit-sharing distributions and other incentive-type payments. Such Cash
Earnings shall be calculated before deduction of (A) any income or employment
tax withholdings or (B) any pre-tax contributions made by the Participant to any
Code Section 401(k) salary deferral plan or any Code Section 125 cafeteria
benefit program now or hereafter established by the Corporation or any Corporate
Affiliate. However, Cash Earnings shall not include any contributions (other
than Code Section 401(k) or Code Section 125 contributions) made on the
Participant's behalf by the Corporation or any Corporate Affiliate to any
employee benefit or welfare plan now or hereafter established.

                  C.       CHANGE IN CONTROL shall mean a change in ownership of
the Corporation pursuant to any of the following transactions:

                           (i)      a merger or consolidation in which
         securities possessing more than fifty percent (50%) of the total
         combined voting power of the Corporation's outstanding securities are
         transferred to a person or persons different from the persons holding
         those securities immediately prior to such transaction, or

                           (ii)     the sale, transfer or other disposition of
         all or substantially all of the assets of the Corporation in complete
         liquidation or dissolution of the Corporation, or

                           (iii)    the acquisition, directly or indirectly, by
         a person or related group of persons (other than the Corporation or a
         person that directly or indirectly controls, is controlled by or is
         under common control with the Corporation) of beneficial ownership
         (within the meaning of Rule 13d-3 of the 1934 Act) of securities
         possessing more than fifty percent (50%) of the total combined voting
         power of the Corporation's outstanding securities pursuant to a tender
         or exchange offer made directly to the Corporation's stockholders.

                  D.       CODE shall mean the Internal Revenue Code of 1986, as
amended.

                  E.       COMMON STOCK shall mean the Corporation's common
stock.

                  F.       CORPORATE AFFILIATE shall mean any parent or
subsidiary corporation of the Corporation (as determined in accordance with Code
Section 424), whether now existing or subsequently established.

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                  G.       CORPORATION shall mean LivePerson, Inc., a Delaware
corporation, and any corporate successor to all or substantially all of the
assets or voting stock of LivePerson, Inc. which shall by appropriate action
adopt the Plan.

                  H.       EFFECTIVE TIME shall mean the time at which the
Underwriting Agreement is executed. Any Corporate Affiliate which becomes a
Participating Corporation after such Effective Time shall designate a subsequent
Effective Time with respect to its employee-Participants.

                  I.       ELIGIBLE EMPLOYEE shall mean any person who is
employed by a Participating Corporation on a basis under which he or she is
regularly expected to render more than twenty (20) hours of service per week for
more than five (5) months per calendar year for earnings considered wages under
Code Section 3401(a).

                  J.       ENTRY DATE shall mean the date an Eligible Employee
first commences participation in the offering period in effect under the Plan.
The EARLIEST Entry Date under the Plan shall be the Effective Time.

                  K.       FAIR MARKET VALUE per share of Common Stock on any
relevant date shall be determined in accordance with the following provisions:

                           (i)      If the Common Stock is at the time traded on
         the Nasdaq National Market, then the Fair Market Value shall be the
         closing selling price per share of Common Stock on the date in
         question, as such price is reported by the National Association of
         Securities Dealers on the Nasdaq National Market or any successor
         system. If there is no closing selling price for the Common Stock on
         the date in question, then the Fair Market Value shall be the closing
         selling price on the last preceding date for which such quotation
         exists.

                           (ii)     If the Common Stock is at the time listed on
         any Stock Exchange, then the Fair Market Value shall be the closing
         selling price per share of Common Stock on the date in question on the
         Stock Exchange determined by the Plan Administrator to be the primary
         market for the Common Stock, as such price is officially quoted in the
         composite tape of transactions on such exchange. If there is no closing
         selling price for the Common Stock on the date in question, then the
         Fair Market Value shall be the closing selling price on the last
         preceding date for which such quotation exists.

                           (iii)    For purposes of the initial offering period
         which begins at the Effective Time, the Fair Market Value shall be
         deemed to be equal to the price per share at which the Common Stock is
         sold in the initial public offering pursuant to the Underwriting
         Agreement.

                  L.       1933 ACT shall mean the Securities Act of 1933, as
amended.

                  M.       PARTICIPANT shall mean any Eligible Employee of a
Participating Corporation who is actively participating in the Plan.

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                  N.       PARTICIPATING CORPORATION shall mean the Corporation
and such Corporate Affiliate or Affiliates as may be authorized from time to
time by the Board to extend the benefits of the Plan to their Eligible
Employees. The Participating Corporations in the Plan are listed in attached
Schedule A.

                  O.       PLAN shall mean the Corporation's Employee Stock
Purchase Plan, as set forth in this document.

                  P.       PLAN ADMINISTRATOR shall mean the committee of two
(2) or more Board members appointed by the Board to administer the Plan.

                  Q.       PURCHASE DATE shall mean the last business day of
each Purchase Interval. The initial Purchase Date shall be October 31, 2000.

                  R.       PURCHASE INTERVAL shall mean each successive six
(6)-month period within the offering period at the end of which there shall be
purchased shares of Common Stock on behalf of each Participant.

                  S.       SEMI-ANNUAL ENTRY DATE shall mean the first business
day in May and November each year on which an Eligible Employee may first enter
an offering period.

                  T.       STOCK EXCHANGE shall mean either the American Stock
Exchange or the New York Stock Exchange.

                  U.       UNDERWRITING AGREEMENT shall mean the agreement
between the Corporation and the underwriter or underwriters managing the
Corporation's initial public offering of its Common Stock.

                                      A-3