EXHIBIT 4.01


                                 INTERLAND, INC.

                           2002 EQUITY INCENTIVE PLAN

                           As adopted January 29, 2002


     1. PURPOSE.  The purpose of this Plan is to provide  incentives to attract,
retain and motivate  eligible persons whose present and potential  contributions
are  important  to  the  success  of  Interland,  Inc.  (the  "COMPANY")  or its
Subsidiaries,  by offering  them an  opportunity  to  participate  in the future
performance  of the Company  through  awards of Options.  Capitalized  terms not
defined in the text are defined in Section 21 hereof.

     2. SHARES SUBJECT TO THE PLAN.

          2.1 Number of Shares Available. Subject to Sections 2.2 and 16 hereof,
6,500,000 Shares are available for grant and issuance under the Plan. Subject to
Sections 2.2 and 16 hereof,  Shares subject to Awards  previously  granted under
this Plan will again be  available  for grant and  issuance in  connection  with
future Awards under this Plan to the extent such Shares: (i) cease to be subject
to issuance of Options  without  being  exercised;  (ii) are subject to an Award
granted  hereunder  but the  Shares  subject  to such  Award  are  forfeited  or
repurchased by the Company at the original issue price;  or (iii) are subject to
an Award that otherwise  terminates  without  Shares being issued.  No more than
65,000,000 shares shall be issued as ISOs. At all times the Company will reserve
and keep available a sufficient  number of Shares as will be required to satisfy
the requirements of all Awards granted and outstanding under this Plan.

          2.2 Adjustment of Shares.  In the event that the number of outstanding
shares of Company Common Stock is changed by a stock dividend, recapitalization,
stock split, reverse stock split, subdivision, combination,  reclassification or
similar change in the capital  structure of the Company  without  consideration,
then (i) the number of Shares  reserved for issuance  under this Plan,  (ii) the
Exercise  Prices of and number of Shares  subject to  outstanding  Options,  and
(iii) the number of Shares that may be granted pursuant to Section 3, below will
be proportionately adjusted,  subject to any required action by the Board or the
stockholders  of the Company and compliance  with  applicable  securities  laws;
provided,  however, that fractions of a Share will not be issued but will either
be paid in cash at the Fair Market Value of such  fraction of a Share or will be
rounded down to the nearest whole Share,  as determined  by the  Committee;  and
provided, further, that the Exercise Price of any Option may not be decreased to
below the par value of the Shares.

     3. ELIGIBILITY.  ISOs may be granted only to employees  (including officers
and  directors  who  are  also  employees)  of the  Company  or of a  Parent  or
Subsidiary  of  the  Company.  NQSOs  may be  granted  to  employees,  officers,
directors,  consultants,  independent contractors and advisors of the Company or
any  Parent or  Subsidiary  of the  Company;  provided  that  such  consultants,
contractors  and advisors  render bona fide services not in connection  with the
offer and sale of securities in a capital-raising  transaction.  A person may be
granted  more than one Award  under this Plan.  No person  will be  eligible  to
receive more than 2,000,000 Shares in any calendar year under this Plan pursuant

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to the grant of Awards  hereunder,  other than new employees of the Company or a
Subsidiary  (including  new employees who are also officers and directors of the
Company  or a  Subsidiary),  who are  eligible  to  receive  up to a maximum  of
4,000,000 Shares in the calendar year in which they commence their employment.

     4. ADMINISTRATION.

          4.1  Committee  Authority.  This  Plan  will  be  administered  by the
Committee or the Board if no  Committee is created by the Board.  Subject to the
general purposes, terms and conditions of this Plan, and to the direction of the
Board,  the Committee will have full power to implement and carry out this Plan.
Without limitation, the Committee will have the authority to:

          (a)  construe  and  interpret  this Plan,  any Notice of Grant and any
               other agreement or document executed pursuant to this Plan;

          (b)  prescribe,  amend and rescind rules and  regulations  relating to
               this Plan;

          (c)  approve persons to receive Awards;

          (d)  determine the form and terms of Awards;

          (e)  determine the number of Shares or other consideration  subject to
               Awards;

          (f)  determine  whether Awards will be granted singly,  in combination
               with, in tandem with, in replacement of, or as  alternatives  to,
               other Awards under this Plan or awards under any other  incentive
               or compensation plan of the Company or a Subsidiary;

          (g)  grant waivers of any conditions of this Plan or of any Award;

          (h)  determine the terms of vesting,  exercisability,  transferability
               and payment of Awards;

          (i)  extend  the   vesting   period  or  exercise   period   beyond  a
               Participant's Termination Date;

          (j)  accelerate the vesting or exercisability of any Award,  including
               but  not   limited  to   acceleration   following   a   Corporate
               Transaction;

          (k)  correct  any  defect,  supply  any  omission,  or  reconcile  any
               inconsistency  in this Plan, any Award,  any Notice of Grant, and
               any Exercise Agreement;

          (l)  determine whether an Award has been earned; and

          (m)  make all other  determinations  necessary  or  advisable  for the
               administration of this Plan.



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<PAGE>

          4.2 Committee Discretion. Unless in contravention of any express terms
of this Plan or Award, any  determination  made by the Committee with respect to
any Award will be made in its sole discretion either (i) at the time of grant of
the Award,  or (ii) subject to Section 5.8 hereof,  at any later time.  Any such
determination  will be final and binding on the Company,  any  Subsidiary and on
all persons  having an  interest in any Award under this Plan.  The Board or the
Committee  may delegate to one or more  officers who are members of the Board of
the Company the  authority to grant an Award under this Plan to  non-Section  16
officers.  Any dispute  regarding  the  interpretation  of the Plan or any Award
Agreement  shall be submitted by Participant or the Company to the Committee for
review.  The  resolution of such a dispute by the  Committee  shall be final and
binding on the Company and Participant.

     5. OPTIONS.  The  Committee may grant Options to eligible  persons and will
determine  (a)  whether  the  Options  will be ISOs or NQSOs;  (b) the number of
Shares  subject to the Option,  (c) the  Exercise  Price of the Option,  (d) the
period  during  which the Option may be  exercised,  and (e) all other terms and
conditions of the Option, subject to the following:

          5.1 Form of Option Grant.  Each Option granted under this Plan will be
evidenced by a Notice of Grant ("NOTICE OF GRANT") that will expressly  identify
the  Option  as an ISO or  NQSO,  and  will be in such  form  and  contain  such
provisions  (which need not be the same for each  Participant)  as the Committee
may from time to time approve,  and which will comply with and be subject to the
terms and conditions of this Plan.

          5.2 Date of Grant.  The date of grant of an Option will be the date on
which the Committee makes the determination to grant such Option, unless a later
date is otherwise specified by the Committee.  The Notice of Grant and a copy of
this Plan will be delivered to the  Participant  within a reasonable  time after
the granting of the Option.

          5.3  Exercise  Period.  Options  may be  exercisable  immediately  but
subject to repurchase pursuant to Section 10 hereof or may be exercisable within
the times or upon the events  determined  by the  Committee  as set forth in the
Notice of Grant  governing such Option.  The Notice of Grant shall set forth the
last date that the option may be exercised  (the  "EXPIRATION  DATE");  provided
further that no Option will be  exercisable  after the  expiration  of ten years
from the date the Option is granted; and provided further that no ISO granted to
a Ten Percent Stockholder will be exercisable after the expiration of five years
from the date the Option is granted.  The Committee also may provide for Options
to  become  exercisable  at one  time or  from  time to  time,  periodically  or
otherwise,  in such number of Shares or  percentage  of Shares as the  Committee
determines.

          5.4 Exercise Price. The Exercise Price of an Option will be determined
by the  Committee  when the Option is granted  and may be less than Fair  Market
Value  (but not less than the par value of the  Shares);  provided  that (i) the
Exercise  Price of an Option will not be less than the Fair Market  Value of the
Shares on the date of grant and (ii) the Exercise  Price of any ISO granted to a
Ten Percent  Stockholder  will not be less than 110% of the Fair Market Value of
the Shares on the date of grant.  Payment for the Shares  purchased must be made
in accordance with Section 6 hereof and the Notice of Grant.



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<PAGE>

          5.5 Method of Exercise.  Options may be exercised  only by delivery to
the  Company  of a  written  stock  option  exercise  agreement  (the  "EXERCISE
AGREEMENT") in a form approved by the Committee  (which need not be the same for
each  Participant).  The Exercise  Agreement will state (i) the number of Shares
being  purchased,  (ii) the  restrictions  imposed on the Shares purchased under
such Exercise Agreement,  if any, and (iii) such  representations and agreements
regarding  Participant's  investment  intent and access to information and other
matters,  if any, as may be required or  desirable by the Company to comply with
applicable securities laws. Participant shall execute and deliver to the Company
the Exercise  Agreement together with payment in full of the Exercise Price, and
any applicable taxes, for the number of Shares being purchased.

          5.6 Termination. Subject to earlier termination pursuant to Section 16
hereof  and  notwithstanding  the  exercise  periods  set forth in the Notice of
Grant, exercise of an Option will always be subject to the following:

          (a)  If the Participant is Terminated for any reason other than death,
               Disability or for Cause,  then the  Participant may exercise such
               Participant's  Options  only to the extent that such  Options are
               exercisable upon the Termination Date or as otherwise  determined
               by  the  Committee.   Such  Options  must  be  exercised  by  the
               Participant,  if at all,  as to all or some of the Vested  Shares
               calculated  as  of  the  Termination  Date  or  such  other  date
               determined  by the  Committee,  within thirty (30) days after the
               Termination  Date  (or  within  such  longer  time  period,   not
               exceeding five (5) years,  after the  Termination  Date as may be
               determined by the Committee), but in any event, no later than the
               expiration date of the Options.

          (b)  If the Participant is Terminated  because of Participant's  death
               or Disability  (or the  Participant  dies within thirty (30) days
               after a  Termination  other than for Cause),  then  Participant's
               Options may be exercised only to the extent that such Options are
               exercisable  by  Participant  on  the  Termination   Date  or  as
               otherwise  determined  by the  Committee.  Such  options  must be
               exercised by Participant (or Participant's  legal  representative
               or  authorized  assignee),  if at  all,  as to all or some of the
               Vested Shares calculated as of the Termination Date or such other
               date determined by the Committee, within twelve (12) months after
               the  Termination  Date (or within such shorter  time period,  not
               less than six (6) months, or within such longer time period,  not
               exceeding five (5) years,  after the  Termination  Date as may be
               determined by the Committee),  but in any event no later than the
               expiration date of the Options.

          (c)  If the  Participant is terminated for Cause,  then  Participant's
               Options shall expire on such  Participant's  Termination Date, or
               at such later time and on such  conditions  as are  determined by
               the Committee.



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<PAGE>

          5.7  Limitations  on Exercise.  The Committee may specify a reasonable
minimum  number of Shares that may be  purchased  on any  exercise of an Option,
provided that such minimum number will not prevent  Participant  from exercising
the Option for the full number of Shares for which it is then exercisable.

          5.8  Limitations on ISOs. The aggregate Fair Market Value  (determined
as of the date of grant) of Shares  with  respect to which ISOs are  exercisable
for the first time by a Participant  during any calendar year (under the Plan or
under any other  incentive  stock  option  plan of the  Company or any Parent or
Subsidiary of the Company) shall not exceed  $100,000.  If the Fair Market Value
of Shares on the date of grant with  respect to which ISOs are  exercisable  for
the first time by a Participant  during any calendar year exceeds $100,000,  the
Options for the first  $100,000  worth of Shares to become  exercisable  in that
calendar  year will be ISOs,  and the  Options for the Shares with a Fair Market
Value in excess of $100,000 that become  exercisable  in that calendar year will
be NQSOs. If the Code is amended after the Effective Date of the Plan to provide
for a different limit on the Fair Market Value of Shares permitted to be subject
to ISOs, such different limit shall be automatically  incorporated into the Plan
and will apply to any Options granted after the effective date of the amendment.

          5.9  Notice  of  Disqualifying  Dispositions  of  Shares  Acquired  on
Exercise of an ISO. If a Participant  sells or otherwise  disposes of any Shares
acquired  pursuant  to the  exercise of an ISO on or before the later of (1) the
date two  years  after the Date of  Grant,  and (2) the date one year  after the
exercise  of the  ISO (in  either  case,  a  "DISQUALIFYING  DISPOSITION"),  the
Participant must immediately  notify the Company in writing of such disposition.
The  Participant  may be subject to income tax withholding by the Company on the
compensation  income  recognized  by  the  Participant  from  the  Disqualifying
Disposition.

          5.10  Modification,  Extension or Renewal.  The  Committee may modify,
extend or renew  outstanding  Options and  authorize the grant of new Options in
substitution  therefor,  provided  that any such  action  may not,  without  the
written consent of a Participant,  impair any of such Participant's rights under
any  Option  previously  granted;  and,  provided  further,  that the  modified,
extended,  renewed or new Option  may not have a lower  Exercise  Price than the
outstanding Option. Any outstanding ISO that is modified,  extended,  renewed or
otherwise  altered  shall be treated in  accordance  with Section  424(h) of the
Code. The Committee may reduce the Exercise Price of outstanding Options without
the consent of  Participants  affected,  by a written notice to them;  provided,
however,  that the Exercise Price may not be reduced below the minimum  Exercise
Price that would be permitted  under  Section 5.4 hereof for Options  granted on
the date the action is taken to reduce the Exercise  Price;  provided,  further,
that the Exercise  Price will not be reduced  below the par value of the Shares,
if any.

     6. PAYMENT FOR SHARE PURCHASES.

          6.1 Payment. Payment for Shares purchased pursuant to this Plan may be
made in cash (by check) or, where expressly  approved for the Participant by the
Committee and where permitted by law:

          (a)  by  cancellation  of  indebtedness of the Company or a Subsidiary
               owed to the Participant;



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<PAGE>

          (b)  by surrender  of shares  that:  (i) either (A) have been owned by
               Participant  for more than six (6)  months and have been paid for
               within the  meaning  of SEC Rule 144 (and,  if such  shares  were
               purchased from the Company by use of a promissory note, such note
               has been  fully  paid with  respect  to such  shares) or (B) were
               obtained by  Participant  in the public market and (ii) are clear
               of all liens, claims, encumbrances or security interests;

          (c)  by tender of a full recourse promissory note having such terms as
               may be approved by the Committee  and bearing  interest at a rate
               sufficient to avoid  imputation of income under  Sections 483 and
               1274 of the Code and any adverse accounting treatments; provided,
               however,  that Participants who are not employees or directors of
               the  Company or a  Subsidiary  will not be  entitled  to purchase
               Shares  with a  promissory  note  unless  the note is  adequately
               secured by collateral other than the Shares;  provided,  further,
               that the portion of the Exercise  Price equal to the par value of
               the  Shares  must be paid in cash or  other  legal  consideration
               permitted by law;

          (d)  by waiver of compensation  due or accrued to the Participant from
               the Company or a Subsidiary for services rendered;

          (e)  with respect only to purchases  upon  exercise of an Option,  and
               provided  that a public  market for the  Company's  stock exists:
               through a "same day sale"  commitment  from the Participant and a
               broker-dealer  that is a member of the  National  Association  of
               Securities  Dealers (an "NASD  DEALER")  whereby the  Participant
               irrevocably  elects to exercise  the Option and to sell a portion
               of the Shares so purchased  sufficient to pay the total  Exercise
               Price,  and  whereby  the NASD Dealer  irrevocably  commits  upon
               receipt  of such  Shares  to  forward  the total  Exercise  Price
               directly to the Company; or

          (f)  by any combination of the foregoing.

     7. WITHHOLDING TAXES.

          7.1  Withholding  Generally.  Whenever  Shares  are  to be  issued  in
satisfaction  of Awards  granted  under this Plan,  the  Company may require the
Participant  to remit to the Company an amount  sufficient  to satisfy  federal,
state  and local  withholding  tax  requirements  prior to the  delivery  of any
certificate or certificates for such Shares. Whenever, under this Plan, payments
in  satisfaction  of Awards are to be made in cash by the Company,  such payment
will be net of an amount sufficient to satisfy federal,  state, and local income
and employment withholding tax requirements.

          7.2 Stock Withholding.  When, under applicable tax laws, a Participant
incurs tax  liability  in  connection  with the exercise or vesting of any Award
that is subject to tax  withholding  and the Participant is obligated to pay the
Company  the amount  required  to be  withheld,  the  Committee  may in its sole
discretion  allow  the  Participant  to  satisfy  the  minimum  withholding  tax
obligation by electing to have the Company withhold from the Shares to be issued
that  minimum  number of Shares  having a Fair Market Value equal to the minimum
amount required to be withheld, determined on the date that the amount of tax to
be  withheld  is to be  determined;  but in no event will the  Company  withhold



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<PAGE>

Shares if such withholding  would result in adverse  accounting  consequences to
the Company or a  Subsidiary.  All  elections  by a  Participant  to have Shares
withheld  for this  purpose  will be made in  accordance  with the  requirements
established  by the  Committee  for such  elections  and be in writing in a form
acceptable to the Committee.

     8. PRIVILEGES OF STOCK OWNERSHIP.

          8.1 Voting and Dividends.  No Participant  will have any of the rights
of a  stockholder  with respect to any Shares until the Shares are issued to the
Participant. After Shares are issued to the Participant, the Participant will be
a  stockholder  and have all the rights of a  stockholder  with  respect to such
Shares,  including  the  right  to vote  and  receive  all  dividends  or  other
distributions  made or paid with respect to such Shares.  The  Participant  will
have no right to retain such stock dividends or stock distributions with respect
to Unvested  Shares  that are  repurchased  pursuant  to Section 10 hereof.  The
Company  will comply  with any state blue sky  regulations  with  respect to the
voting rights of Common Stock.

     9. TRANSFERABILITY.

          9.1 General Rule.  Except as otherwise  provided in this Section 9, no
Award and no interest therein, shall be sold, pledged,  assigned,  hypothecated,
transferred  or disposed  of in any manner  other than by will or by the laws of
descent  and  distribution  and no  Award  may be  made  subject  to  execution,
attachment or similar process.

          9.2 Awards  Other Than NQSOs.  All Awards  other than NQSO's  shall be
exercisable  (a) during a  Participant's  lifetime  only by  Participant  or the
Participant's  guardian  or legal  representative;  and (b) after  Participant's
death, by the legal representative of the Participant's heirs or legatees.

          9.3 NQSOs. Unless otherwise restricted by the Committee, an NQSO shall
be  exercisable:   (i)  during  the  Participant's  lifetime  only  by  (A)  the
Participant,  (B) the  Participant's  guardian  or legal  representative,  (C) a
Family  Member  of the  Participant  who has  acquired  the  NQSO by  "permitted
transfer;" or (ii) after Participant's death, by the legal representative of the
Participant's  heirs or legatees.  "Permitted  transfer" means, as authorized by
this Plan and the Committee in an NQSO, any transfer effected by the Participant
during the  Participant's  lifetime  of an  interest  in such NQSO but only such
transfers which are by gift or domestic  relations  order. A permitted  transfer
does not  include  any  transfer  for value and  neither  of the  following  are
transfers  for value:  (a) a transfer  of under a  domestic  relations  order in
settlement  of marital  property  rights or (b) a transfer to an entity in which
more than fifty percent of the voting  interests are owned by Family  Members or
the Participant in exchange for an interest in that entity.

     10. RESTRICTIONS ON SHARES. At the discretion of the Committee, the Company
may reserve to itself and/or its  assignee(s)  in the Notice of Grant a right to
repurchase Unvested Shares held by a Participant for cash and/or cancellation of
purchase  money  indebtedness  owed  to  the  Company  or a  Subsidiary  by  the


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<PAGE>

Participant  following  such  Participant's  Termination  at any time within the
later of ninety (90) days after the Participant's  Termination Date and the date
the Participant  purchases Shares under the Plan at the  Participant's  Exercise
Price.

     11. CERTIFICATES. All certificates for Shares or other securities delivered
under this Plan  (whether in physical or  electronic  form,  as the case may be)
will be subject to such stock transfer orders, legends and other restrictions as
the Committee may deem necessary or advisable,  including restrictions under any
applicable federal,  state or foreign securities law, or any rules,  regulations
and other  requirements of the SEC or any stock exchange or automated  quotation
system upon which the Shares may be listed or quoted.

     12.  ESCROW;   PLEDGE  OF  SHARES.   To  enforce  any   restrictions  on  a
Participant's  Shares set forth in Section 10 hereof,  the Committee may require
the Participant to deposit all certificates  representing Shares,  together with
stock  powers  or other  instruments  of  transfer  approved  by the  Committee,
appropriately  endorsed in blank, with the Company or an agent designated by the
Company to hold in escrow until such restrictions have lapsed or terminated. The
Committee  may cause a legend or legends  referencing  such  restrictions  to be
placed on the  certificates.  Any  Participant  who is  permitted  to  execute a
promissory  note as partial or full  consideration  for the  purchase  of Shares
under this Plan will be required  to pledge and deposit  with the Company all or
part of the  Shares  so  purchased  as  collateral  to  secure  the  payment  of
Participant's  obligation to the Company under the  promissory  note;  provided,
however,  that the Committee may require or accept other or additional  forms of
collateral  to secure the  payment of such  obligation  and,  in any event,  the
Company will have full recourse  against the  Participant  under the  promissory
note notwithstanding any pledge of the Participant's Shares or other collateral.
In  connection  with any pledge of the Shares,  Participant  will be required to
execute and deliver a written  pledge  agreement  in such form as the  Committee
will from time to time approve.

     13.  EXCHANGE AND BUYOUT OF AWARDS.  The Committee may, at any time or from
time to  time,  authorize  the  Company,  with  the  consent  of the  respective
Participants, to issue new Awards in exchange for the surrender and cancellation
of any or all  outstanding  Awards.  The  Committee  may at any  time buy from a
Participant an Award previously  granted with payment in cash,  shares of Common
Stock of the Company or other consideration,  based on such terms and conditions
as the Committee and the Participant may agree.

     14.  SECURITIES LAW AND OTHER REGULATORY  COMPLIANCE.  An Award will not be
effective  unless such Award is in compliance  with all  applicable  federal and
state securities  laws, rules and regulations of any governmental  body, and the
requirements of any stock exchange or automated  quotation system upon which the
Shares may then be listed or quoted,  as they are in effect on the date of grant
of the Award and also on the date of exercise or other issuance. Notwithstanding
any other  provision in this Plan,  the Company will have no obligation to issue
or deliver  certificates  for Shares under this Plan prior to (i)  obtaining any
approvals from governmental  agencies that the Company  determines are necessary
or  advisable,  and/or (ii)  compliance  with any  exemption,  completion of any
registration  or other  qualification  of such Shares under any state or federal


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<PAGE>

law or  ruling  of any  governmental  body  that the  Company  determines  to be
necessary or advisable.  The Company will not be under an obligation to register
the  Shares  with  the  SEC  or  to  effect   compliance   with  the  exemption,
registration,  qualification  or listing  requirements  of any state  securities
laws, stock exchange or automated  quotation system, and neither the Company nor
any Subsidiary will have any liability for any inability or failure to do so.

     15. NO  OBLIGATION  TO EMPLOY.  Nothing  in this Plan or any Award  granted
under this Plan will confer or be deemed to confer on any  Participant any right
to  continue in the employ of, or to continue  any other  relationship  with the
Company  or a  Subsidiary  or limit in any way the  right  of the  Company  or a
Subsidiary to terminate  Participant's  employment or other  relationship at any
time, with or without Cause.

     16. CORPORATE TRANSACTIONS AND CHANGE IN CONTROL.

          16.1 Assumption or Replacement of Awards by Acquiring Corporation.  In
the event of a Change in Control all  outstanding  Options  shall  become  fully
exercisable,  and such  Options  shall be assumed or replaced  by the  Acquiring
Corporation which  assumption,  conversion or replacement will be binding on all
Participants.

          16.2  Replacement  Awards.  Replacement  Options  shall be at least as
favorable to Participants in every respect as those replaced.

          16.3  Assumption of Awards by the Company.  The Company,  from time to
time,  also may  substitute  or assume  outstanding  awards  granted  by another
company,  whether in  connection  with an  acquisition  of such other company or
otherwise,  by either (i) granting an Award under this Plan in  substitution  of
such other company's award or (ii) assuming such award as if it had been granted
under this Plan if the terms of such assumed  award could be applied to an Award
granted under this Plan. Such  substitution or assumption will be permissible if
the holder of the  substituted  or assumed  award would have been eligible to be
granted an Award  under this Plan if the other  company had applied the rules of
this Plan to such grant.  In the event the Company  assumes an award  granted by
another  company,  the terms and conditions of such award will remain  unchanged
(except  that the  exercise  price and the number and nature of shares  issuable
upon exercise of any such option will be adjusted  appropriately).  In the event
the  Company  elects to grant a new Option  rather  than  assuming  an  existing
option, such new Option may be granted with a similarly adjusted Exercise Price.

     17.  ADOPTION.  This  Plan  will  become  effective  on the date that it is
adopted by the Board (the "EFFECTIVE DATE").

     18. TERM OF  PLAN/GOVERNING  LAW.  Unless  earlier  terminated  as provided
herein,  this Plan will  terminate ten (10) years from the Effective Date or, if
earlier,  the  date of  stockholder  approval.  This  Plan  and  all  agreements
hereunder  shall be governed by and construed in accordance with the laws of the
State of Minnesota.

     19.  AMENDMENT OR TERMINATION OF PLAN.  Subject to Section 5.8 hereof,  the
Board may at any time  terminate  or amend this Plan in any  respect,  including


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<PAGE>

without limitation  amendment of any form of Notice of Grant or instrument to be
executed pursuant to this Plan

     20.  NONEXCLUSIVITY  OF THE PLAN.  Neither the adoption of this Plan by the
Board  nor any  provision  of  this  Plan  will be  construed  as  creating  any
limitations  on the power of the  Board to adopt  such  additional  compensation
arrangements  as it may  deem  desirable,  including,  without  limitation,  the
granting of stock  options and other  equity  awards  otherwise  than under this
Plan, and such  arrangements  may be either  generally  applicable or applicable
only in specific cases.

     21.  DEFINITIONS.  As used in this Plan, the following  terms will have the
following meanings:

          "ACQUIRING  CORPORATION"  means  an  entity  which  as a  result  of a
Business  Combination owns Interland or substantially all of Interland's  assets
directly or through one or more Subsidiaries.

          "AWARD" means any award of ISOs or NQSOs under this Plan.

          "BENEFICIAL OWNER" with respect to a Person, means securities of which
that Person is a beneficial owner as defined in Rule 13d-3 promulgated under the
Exchange Act.

          "BOARD" means the Board of Directors of the Company.

          "BUSINESS COMBINATION" means a merger, consolidation,  reorganization,
recapitalization  or statutory share exchange  involving  Interland or a sale or
other disposition of all or substantially all of the assets of Interland.

          "CAUSE"  means  Termination  because  of  (i)  any  willful,  material
violation by the Participant of any law or regulation applicable to the business
of the Company or a Subsidiary, the Participant's conviction for, or guilty plea
to, a felony or a crime involving moral turpitude,  or any willful  perpetration
by the Participant of a common law fraud, (ii) the  Participant's  commission of
an act of personal  dishonesty which involves personal profit in connection with
the Company,  a Subsidiary  or any other entity  having a business  relationship
with the Company,  (iii) any material breach by the Participant of any provision
of any agreement or  understanding  between the Company or a Subsidiary  and the
Participant  regarding  the terms of the  Participant's  service as an employee,
officer,  director  or  consultant  to the  Company or a  Subsidiary,  including
without  limitation,  the  willful  and  continued  failure  or  refusal  of the
Participant to perform the material  duties  required of such  Participant as an
employee, officer, director or consultant of the Company or a Subsidiary,  other
than as a result of having a Disability, or a breach of any applicable invention
assignment  and  confidentiality  agreement  or similar  agreement  between  the
Company or a Subsidiary and the Participant, (iv) Participant's disregard of the
policies of the Company or a Subsidiary so as to cause loss, damage or injury to
the property, reputation or employees of the Company or a Subsidiary, or (v) any
other  misconduct  by the  Participant  which  is  materially  injurious  to the
financial  condition  or  business  reputation  of, or is  otherwise  materially
injurious to, the Company or a Subsidiary.



                                       10
<PAGE>

          "CHANGE IN CONTROL" means:

          (i) a change in the beneficial  ownership of Interland's  voting stock
(arising  other than by means of a tender offer) such that any Person  becomes a
Beneficial   Owner,   directly  or   indirectly,   of  securities  of  Interland
representing a Control Share. A "Change in Control" shall not include  ownership
by  any  Person,  who  (A) as of the  date  hereof  (January  29,  2002)  is the
Beneficial  Owner  of  securities  representing  a  Control  Share  or (B) is an
employee  benefit plan (or related trust) sponsored or maintained by the Company
or any 90% or more owned Subsidiary of Interland;

          (ii)  holders  of  voting   securities   of   Interland   approve  the
consummation  of a Business  Combination,  unless,  immediately  following  such
Business Combination, each of the following two conditions is satisfied:

                    (A) all or  substantially  all of the  Persons  who were the
          Beneficial   Owners  of  the  outstanding   Common  Stock  and  voting
          securities of Interland immediately prior to such Business Combination
          beneficially  own  directly or  indirectly,  more than 50% of both the
          then-outstanding  shares of Common Stock (or common stock equivalents)
          and the  combined  voting  power  of the  then-outstanding  securities
          entitled to vote  generally,  including in the election of  directors,
          respectively,  of the Acquiring  Corporation in substantially the same
          proportions immediately prior to such Business Combination;

                    (B) no Person  (excluding  the Acquiring  Corporation or any
          employee  benefit plan (or related  trust)  maintained or sponsored by
          Interland or by the Acquiring Corporation) beneficially owns, directly
          or  indirectly,   securities  representing  a  Control  Share  of  the
          Acquiring  Corporation  (except  to the  extent  that  such  level  of
          ownership in Interland existed prior to the Business Combination);

          (iii)  such  time as the  Continuing  Directors  do not  constitute  a
majority of the Board (or, if applicable, the Board of Directors of an Acquiring
Corporation);

          (iv) the  holders  of the voting  securities  of  Interland  approve a
complete liquidation of Interland; or

          (v) a tender offer (for which any  required  SEC filing under  Section
14(d) of the  Exchange  Act has been made) is made for the Common Stock or other
voting securities of Interland.  In the case of a tender offer described in this
paragraph  (v), a "Change in Control"  will be deemed to have  occurred upon the
first to occur of:

                    (A) any time  during the offer  when the  Person  making the
          offer either owns or has accepted for payment  securities of Interland
          representing a Control Share; or

                    (B) three  business  days  before the offer is to  terminate
          unless the offer is withdrawn  first,  if the Person  making the offer
          would own,  by the terms of the offer  plus any  shares  owned by this
          Person,  securities of Interland representing a Control Share when the
          offer terminates.



                                       11
<PAGE>

          "CODE" means the Internal Revenue Code of 1986, as amended.

          "COMMITTEE"  means the committee created and appointed by the Board to
administer this Plan, or if no committee is created and appointed, the Board.

          "COMPANY" means Interland, Inc., or any successor corporation.

          "CONTINUING  DIRECTOR" means at any date a member of the Board (i) who
was a member of the Board on the date hereof  (January 29, 2002) or (ii) who was
nominated  or elected in a formal  resolution  adopted by at least a majority of
the directors who were  Continuing  Directors at the time of such  nomination or
election provided,  however, that there shall be excluded from the definition of
Continuing  Director any individual whose assumption of the office occurred as a
result of an actual or threatened election contest or other actual or threatened
solicitation of proxies or consents,  by or on behalf of a person other than the
Board.

          "CONTROL SHARE" with regard to securities of Interland or an Acquiring
Corporation,  means  ownership  of either  (x) 50  percent  or more of the total
voting power of the then  outstanding  securities,  or (y) 50 percent or more of
the  outstanding  Common  Stock.  Percentage  ownership  shall  be  computed  in
accordance with Rule 13d-3 promulgated under the Exchange Act.

          "DISABILITY"  means a  disability,  whether  temporary  or  permanent,
partial or total, as determined by the Committee.

          "EXCHANGE  ACT" shall mean the  Securities  Exchange  Act of 1934,  as
amended.

          "EXERCISE  PRICE"  means the price at which a holder of an Option  may
purchase the Shares issuable upon exercise of the Option.

          "FAIR MARKET VALUE" means, as of any date, the value of a share of the
Company Common Stock determined as follows:

          (a)  if such  Common  Stock  is then  quoted  on the  Nasdaq  National
               Market,  its closing price on the Nasdaq  National  Market on the
               date of determination as reported in The Wall Street Journal;

          (b)  if such Common  Stock is publicly  traded and is then listed on a
               national  securities  exchange,  its closing price on the date of
               determination on the principal  national  securities  exchange on
               which the  Common  Stock is  listed or  admitted  to  trading  as
               reported in The Wall Street Journal;

          (c)  if such Common Stock is publicly  traded but is not quoted on the
               Nasdaq  National  Market nor listed or  admitted  to trading on a
               national securities exchange,  the average of the closing bid and
               asked prices on the date of determination as reported by The Wall
               Street Journal (or, if not so reported,  as otherwise reported by
               any newspaper or other source as the Board may determine); or



                                       12
<PAGE>

          (d)  if none of the foregoing is applicable,  by the Committee in good
               faith.

          "FAMILY MEMBER" includes any of the following:

          (a)  child, stepchild,  grandchild,  parent, stepparent,  grandparent,
               spouse,  former spouse,  sibling,  niece, nephew,  mother-in-law,
               father-in-law,  son-in-law,  daughter-in-law,  brother-in-law, or
               sister-in-law of the Participant,  including any such person with
               such relationship to the Participant by adoption;

          (b)  any  person  (other  than  a  tenant  or  employee)  sharing  the
               Participant's household;


          (c)  a trust in which the  persons in (a) and (b) have more than fifty
               percent of the beneficial interest;


          (d)  a  foundation  in  which  the  persons  in  (a)  and  (b)  or the
               Participant control the management of assets; or

          (e)  any  other  entity  in which  the  persons  in (a) and (b) or the
               Participant own more than fifty percent of the voting interest.

          "INSIDER"  means an officer or  director  of the  Company,  Inc.  or a
Subsidiary or any other person whose  transactions  in the Company  Common Stock
are subject to Section 16 of the Securities Exchange Act of 1934, as amended.

          "ISO" means an Incentive  Stock  Option  within the meaning of Section
422 of the Code.

          "NOTICE OF GRANT"  means,  with  respect to each  Award,  the  written
agreement  between the Company and the  Participant  setting forth the terms and
conditions of the Award.

          "NQSO" means a  nonqualified  stock option that does not qualify as an
Incentive Stock Option within the meaning of the Code.

          "OPTION"  means an award of an option to purchase  Shares  pursuant to
Section 5 hereof.

          "PARTICIPANT" means a person who receives an Award under this Plan.

          "PERSON"  shall  mean an  individual,  entity,  or group  (within  the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.

          "PLAN" means this 2002 Equity  Incentive Plan, as amended from time to
time.

          "SEC" means the Securities and Exchange Commission.

          "SECURITIES ACT" means the Securities Act of 1933, as amended.



                                       13
<PAGE>

          "SHARES" means shares of the Interland,  Inc. Common Stock,  $0.01 par
value, reserved for issuance under this Plan, as adjusted pursuant to Sections 2
and 16 hereof, and any successor security.

          "SUBSIDIARY"  means any  corporation  (other than the Company),  in an
unbroken  chain  of  corporations  beginning  with  the  Company  if each of the
corporations  other than the last  corporation  in the unbroken chain owns stock
representing  fifty percent (50%) or more of the total combined  voting power of
all classes of stock in one of the other corporations in such chain.

          "TERMINATION"  or "TERMINATED"  means,  for purposes of this Plan with
respect to a  Participant,  that the  Participant  has for any reason  ceased to
provide services as an employee,  officer, director or consultant to the Company
or a  Subsidiary.  A  Participant  will not be deemed to have  ceased to provide
services in the case of (i) sick leave,  (ii) military leave, or (iii) any other
leave of absence  approved by the  Committee,  provided that such leave is for a
period  of not more than  ninety  (90) days (a)  unless  reinstatement  upon the
expiration  of such leave is  guaranteed  by contract or statute,  or (b) unless
provided  otherwise  pursuant to formal policy  adopted from time to time by the
Board and issued and  promulgated in writing.  In the case of any Participant on
(i) sick leave,  (ii) military leave or (iii) an approved leave of absence,  the
Committee may make such provisions respecting suspension of vesting of the Award
while on leave from the  Company  or a  Subsidiary  as it may deem  appropriate,
except that in no event may an Option be exercised  after the  expiration of the
term set forth in the Notice of Grant.  The Committee will have sole  discretion
to  determine  whether a  Participant  has  ceased to provide  services  and the
effective  date on  which  the  Participant  ceased  to  provide  services  (the
"TERMINATION DATE").

          "UNVESTED  SHARES" means "Unvested Shares" as defined in the Notice of
Grant.

          "VESTED  SHARES"  means  "Vested  Shares"  as defined in the Notice of
Grant.



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