<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 AMENDMENT NO. 3

                                   FORM 10-K/A

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    FOR THE FISCAL YEAR ENDED AUGUST 31, 2002

                         COMMISSION FILE NUMBER: 0-17932


                                 INTERLAND, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                                        <C>
                  MINNESOTA                                    41-1404301
         (STATE OR OTHER JURISDICTION                       (I.R.S. EMPLOYER
      OF INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NO.)
</TABLE>

           303 PEACHTREE CENTER AVENUE, SUITE 500, ATLANTA, GA 30303
         (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)

                                 (404) 720-8301
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                    REGISTERED ON THE NASDAQ NATIONAL MARKET

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes /X/ No / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes /X/   No / /

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of November 15, 2002, was approximately $263 million.

The number of outstanding shares of the registrant's common stock on November
15, 2002 was 141,381,601.


                                       1
<PAGE>
                                EXPLANATORY NOTE

This Amendment No. 3 to the registrant's Form 10-K for the year ended August 31,
2002 is being filed solely to revise Item 14 - Controls and Procedures. Except
as otherwise specified herein, all other information contained in the original
Form 10-K, as amended by Amendment No. 1 to Form 10-K filed on December 30, 2002
and Amendment No. 2 filed on January 14, 2003, remains unchanged. Part I. of the
annual report on Form 10-K filed by the registrant on November 29, 2002 is
amended as set forth below. Except as modified herein, the registrant
incorporates into this Form 10-K/A, the contents of the annual report on Form
10-K filed on November 29, 2002, Amendment No. 1 to Form 10-K filed on December
30, 2002 and Amendment No. 2 filed on January 14, 2003. The registrant does not
undertake to update any item on that annual report, as amended, other than those
items set forth below.

PART I

ITEM 14.  CONTROLS AND PROCEDURES.

The Company's chief executive officer, chief financial officer, and chief
accounting officer evaluated the effectiveness of the Company's disclosure
controls and procedures (as defined in the Securities Exchange Act of 1934 Rules
13(a) - 14(c), and 15(d), which became effective August 29, 2002) within the 90
days preceding the November 29, 2002, filing of this quarterly report, in
connection with the preparation of its annual report on Form 10-K for the three
months ending November 30, 2002. Based on this review, the chief executive
officer, chief financial officer, and chief accounting officer concluded that
our disclosure controls and procedures require further improvement.

INTERNAL CONTROLS

The Company's internal and disclosure controls and procedures are necessarily
interdependent. During the course of the fiscal 2002 year-end close and
subsequent audit, the Company's management and its auditors identified several
matters related to internal controls that needed to be addressed. Several of
these matters were classified by the auditors as material weaknesses or
reportable conditions in accordance with the standards of the American Institute
of Certified Public Accountants. The Company's chief executive officer, chief
financial officer, chief accounting officer, and Audit Committee are aware of
these conditions and of the Company's responses.

The following factors contributed to the control conditions:

-     Rapid growth of the Company;

-     Twelve recent company and account acquisitions;

-     Significant rate of turnover of key personnel; and,

-     Legacy systems developed internally for much smaller enterprises.

Since September 1, 2002, the Company has reevaluated its staffing levels,
reorganized the finance and accounting organization and hired 10 additional
experienced accounting personnel, including a Chief Financial Officer, AVP and
Corporate Controller, and a Director of Revenue and Receivables Assurance.

Discussed below are the material weaknesses and reportable conditions identified
by management and our independent auditors, and the Company's corrective actions
through April 14, 2003.

MATERIAL WEAKNESSES

Accounts were not being appropriately analyzed and adjusted in a timely manner.
The auditors recommended that management institute a thorough close out process,
including a detailed review of the financial statements, comparing budget to
actual and current period to prior period to determine any unusual items. They
also recommended that the Company prepare an accounting policy and procedures
manual for all significant transactions to include procedures for revenue
recognition, business and account acquisitions, accounts receivable allowance,
and accruals.


                                       2
<PAGE>
In response, in November 2002 the Company revised and improved its month end
close process and created a checklist containing detailed close procedures. The
Company now performs monthly account reconciliations on all balance sheet
accounts across all subsidiaries. Also, beginning in November 2002, on a monthly
basis the functional manager or director one level above the preparer reviews
all balance sheet account reconciliations. The accounting team is preparing an
accounting policy and procedures manual to include procedures for all
significant policies, business practices, routine and non-routine procedures
performed by each functional area, which it will finalize by June, 2003.
Finally, under procedures adopted in November 2002, the Company's financial
accounting and reporting department prepares a monthly reporting package that
includes management's discussion and analysis of results of operations,
financial statements, cash and investments reporting, month-to-month variances
and departmental results of operations.

The Company was not appropriately calculating deferred revenue on its hosting
contracts. Interland-Georgia, the company acquired in August 2001, had a policy
since inception of taking all revenue in the month of billing for month-to-month
bills ("monthly" customers) and utilized a half-month convention in the first
month for customers with a contract two months or longer ("term" customers). The
calculation of deferred revenue was very manual and was calculated on large
amortization spreadsheets.

The acquiring company used different methods, depending on location, to
calculate deferred revenue, but in all cases, attempted to match the revenue
recognition over the contract period. This was done either through the
utilization of half-month convention or verification that the billings
predominately occurred on the first of the month, therefore allowing a full
month of revenue since contracts are billed in advance.

During fiscal 2002, as the Company transitioned its billing to the
Interland-Georgia facility, the Interland-Georgia approach of no deferrals on
month-to-month service contracts was adopted. Also, during the third quarter,
the Company mechanized its deferred revenue calculation. This new process took
the active customer file and calculated the deferred revenue balance based on
the customer contract terms. The logic underlying the calculation, however,
calculated deferred revenue based on the "next whole month", in effect removing
the half-month convention for term customers and recognizing this as revenue.

As a result of this error, the Company restated its quarterly reports for the
first three quarters of fiscal year 2002 and now correctly calculates deferred
revenue for all hosting contracts on a consistent basis.

The Company did not have an efficient system for monitoring accounts receivable.
The Company's internally developed billing systems (MAARS/OASIS) require
significant manual intervention. In the third quarter of fiscal 2002, management
learned that the accounts receivable aging report generated from MAARS was
improperly excluding certain customer credits, therefore overstating accounts
receivable.

The excluded credits have since been recorded and the faulty Accounts Receivable
Aging program has been replaced.

Balances that were not collected in the over 90 days categories were written
off. Accounts receivable balances are now written off at 61 days. The Company
generally no longer recognizes revenue from customers with invoices more than 30
days past due until the invoice is paid. The Company also maintains a balance in
the allowance for doubtful accounts to cover specific percentages of the
accounts receivable aging categories: 7.4% of the 0-60 day balance, and 100% of
all balances more than 60 days old. In February 2003, the Company instituted a
new credit policy generally denying service to customers with balances greater
than 30 days past due.

The Company has continued to redesign the billing system to provide additional
functionality and reporting capabilities through a transaction log and, while it
may not be the most robust system, the enhancements to the system and
modifications to business process have mitigated the weaknesses previously
identified.

The Company invested significant time and money working with an IBM's Business
Process Consulting Group to evaluate all of its customer account management
practices. Included in this process was the selection of a new billing system
that will have a General Ledger interface. Portions of the new billing system
should be functional by August, 2003, with full implementation, testing and
conversion scheduled to be completed by December, 2003. Until the new system is
fully implemented, the accounting department will continue to perform extensive
monthly analytical reviews of billings as an additional control procedure to
mitigate the weaknesses in the current system.

REPORTABLE CONDITIONS.


                                       3
<PAGE>
Restructuring and purchase accounting accruals (bandwidth and lease
terminations) had not been reviewed for adequacy prior to year-end. As a result,
several large adjustments were recorded after the close of the general ledger.
The Company's auditors recommended that these accruals be reviewed and adjusted
quarterly based on the best information available to management at that time
with changes in the estimates appropriately supported.

In connection with the modifications made within the accounting department and
significant improvements to the monthly close process mentioned above, beginning
in November 2002, all restructuring and business combination related accounting
accruals are being monitored, reconciled and adjusted on a monthly basis.
Additionally, the monthly account reconciliation's for accrued restructuring and
business combination accruals include details of all activity and ending
balances are reviewed and adjusted at each review date.

The Company did not have effective controls in place to ascertain that the
Company's stock option plan administrator properly recorded stock option grants.
The auditors recommended timely review by Human Resources to ensure that data
supplied to the administrator is appropriately recorded.

Interland converted to a new stock plan administrator effective November 2002.
The Human Resources department has audited the underlying data to ensure
conversion of accurate information. Identified discrepancies were corrected.
Human Resources has implemented a review process using edit/change reports from
its administrator.

Management also identified the following additional weakness which did not
constitute a material weakness or reportable condition under AICPA standards:

The Company's accounting procedures as pertaining to opening balance sheet
amounts and liabilities of acquired entities need strengthening and could result
in the subsequent recognition of additional liabilities not previously disclosed
by the seller. Prior to closing the Trellix acquisition, the Company sent
qualified accounting personnel to do a much more thorough review of the seller's
books and records.

DISCLOSURE CONTROLS

In January, 2002, the Company instituted monthly meetings to review each
significant department's activities. Each department was assigned a analyst to
assist line management in analyzing financial performance and forecasting.
Additionally, the department tracks non-financial metrics such as headcount and
band with costs. Monthly reports are presented to the Chief Financial Officer,
the Corporate Controller, and the Chief Financial Analyst at a monthly Financial
Review meeting, and a similar report is presented to the Chief Financial Officer
and the Chief Executive Officer at an Operations Review meeting. The department
heads each meet at least monthly with the Chief Executive Officer. Management
believes that this process helps to inform senior management of material
developments that affect the business, and aids in providing adequate
disclosure.

Management has moved expeditiously, committing considerable resources to address
the internal control deficiencies it has identified to date. However, not all of
the salutary procedures and actions deemed desirable by management have been
able to be fully executed to date. It will take some additional time to realize
all of the benefits of the Company's initiatives.

Interland is committed to ongoing periodic reviews of its controls and their
effectiveness. Controls are improving and management has no reason to believe
that the financial statements included in this report are not fairly stated in
all material respects. However, new problems could be identified in the future.
Management expects to continue to improve controls with each passing quarter.
Management expects to have the internal and disclosure controls discussed herein
in effect by August 31, 2003, except for the new billing system, which will be
implemented by December 31, 2003.

Management believes that its practices and procedures, albeit not as mature or
as formal as management intends them to be in the future, are adequate under the
circumstances, and that there are no material inaccuracies or omissions in this
Form 10-K.

In addition to the responses outlined above, the following actions have been or
are being taken to strengthen disclosure and internal controls:

-     Maintenance of specific documentation files to support financial statement
      and footnote disclosures. Now in effect;


                                       4
<PAGE>
-     Conduct and document quarterly reviews as to the effectiveness of our
      internal and disclosure controls. Now in effect;

-     Circulating for review the Company's public filings to key members of the
      senior management team representing each functional area. These
      individuals have been charged with ensuring that the filings include all
      required disclosures. These procedures were in effect for the quarter
      ended February 28, 2003.

-     Create an internal questionnaire and disclosure certification document to
      be completed by each senior vice president and designed to ensure that all
      material and required disclosures are disclosed in our public filings.
      Scheduled effective date May 2003.

                                     PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)   List of documents filed as part of this Report

      1. Financial Statements (Filed previously on the Annual Report on Form
10-K filed on November 29, 2002.)

Consolidated Financial Statements:

      Consolidated Statements of Operations for the Fiscal Years Ended August
31, 2002, 2001, and 2000

      Consolidated Balance Sheets as of August 31, 2002 and 2001

      Consolidated Statements of Shareholders' Equity for the Fiscal Years Ended
August 31, 2002, 2001, and 2000

      Consolidated Statements of Cash Flows for the Fiscal Years Ended August
      31, 2002, 2001, and 2000

      Notes to Consolidated Financial Statements

Quarterly Financial Information (Unaudited)

Report of Independent Accountants

      2. Financial Statement Schedule (Filed previously on the Annual Report on
Form 10-K filed on November 29, 2002.)

            II - Valuation and Qualifying Accounts


          All other Schedules are omitted since the required information is not
present or is not present in amounts sufficient to require submission of the
Schedules, or because the information required is included in the financial
statements and notes thereto.

   3. The following documents are filed as exhibits to this Annual Report on
Form 10-K:


<TABLE>
<CAPTION>
                                                                                                                FILED
                                                                        INCORPORATED BY REFERENCE             PREVIOUSLY
                                                                                                               ON FORM     FILED
                                                                                                                10-K     HEREWITH
                                                            -----------------------------------------------  ----------  --------
EXHIBIT                     DESCRIPTION                     FORM         DATE          NUMBER   REGISTRANT*
-------                     -----------                     ----         ----          ------   -----------
<S>                                                         <C>        <C>             <C>      <C>          <C>         <C>
 2.01        Agreement of Merger, dated as of October        S-4        3/13/95          2.1        INLD
             10, 1994, as amended by the first amendment
             thereto, dated as of December 13, 1994, by
             and among ZEOS, MCI and MCMS
</TABLE>


                                       5
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                FILED
                                                                        INCORPORATED BY REFERENCE             PREVIOUSLY
                                                                                                               ON FORM     FILED
                                                                                                                10-K     HEREWITH
                                                            -----------------------------------------------  ----------  --------
EXHIBIT                     DESCRIPTION                     FORM         DATE          NUMBER   REGISTRANT*
-------                     -----------                     ----         ----          ------   -----------
<S>                                                         <C>        <C>             <C>      <C>          <C>         <C>
 2.02        Articles of Merger, dated April 7, 1995, by     8-K        4/07/95          2.2        INLD
             and among ZEOS, MCI and MCMS

 2.03        Purchase Agreement, dated March 22, 2001,       8-K        4/10/01          2.01       INLD
             by and among MEI California, Inc., the
             Registrant and MICRON Technology Inc.
             ("MTI")

 2.04        Agreement and Plan of Merger dated March        8-K        4/10/01          2.01       INLD
             22, 2001, by and among the Registrant,
             Imagine Acquisition Corporation and
             Interland, Inc., a Georgia corporation
             ("Interland-Georgia")

 2.05        Membership Interest Purchase Agreement,        10-Q        5/31/01          2.01       INLD
             dated as of April 30, 2001, by and between
             the Registrant and GTG PC Holdings, LLC

 2.06        First Amendment to Membership Interest         10-Q        5/31/01          2.02       INLD
             Purchase Agreement and Form of Contribution
             Agreement, dated as of May 31, 2001, by and
             between the Registrant and GTG PC Holdings,
             LLC

 2.07(1)     Agreement and Plan of Merger dated as of       10-Q        5/31/02          2.07       INLD
             May 3, 2002, by and between Dialtone Inc.,
             Jaguarcub Acquisition Corporation, Dialtone
             Stockholders' Representative

 2.08(a)(1)  Agreement and Plan of Merger dated as of       S-3/A       9/24/02          2.08       INLD
             August 30, 2002 by and among Interland,
             Inc., Panthercub Acquisition Corporation,
             InnerhoST, Inc., Spire Capital Partners,
             L.P., Spire Investment L.L.C.,
             Waller-Sutton Media Partners, L.P. and the
             other stockholders of iNNERHOST, Inc.

 2.08(b)     Amendment dated as of October 10, 2002 to                                                              x
             Agreement and Plan of Merger by and among
             Interland, Inc., iNNERHOST, Inc. and the
             stockholders of iNNERHOST, Inc.
</TABLE>


                                       6
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                FILED
                                                                        INCORPORATED BY REFERENCE             PREVIOUSLY
                                                                                                               ON FORM     FILED
                                                                                                                10-K     HEREWITH
                                                            -----------------------------------------------  ----------  --------
EXHIBIT                     DESCRIPTION                     FORM         DATE          NUMBER   REGISTRANT*
-------                     -----------                     ----         ----          ------   -----------
<S>                                                         <C>        <C>             <C>      <C>          <C>         <C>
 3.01        Unofficial Restated Articles of                10-Q        5/31/02          3.01       INLD
             Incorporation of Registrant (as amended
             through April 24, 2002)

 3.02        Unofficial Restated Bylaws of the              10K/A       5/31/02          3.02       INLD
             Registrant (as amended through August 6,
             2001)

 3.03        Amendment to Articles of Incorporation of       8-K        8/13/01          4.1        INLD
             Registrant

 3.04        Amendment to Restated Bylaws of Registrant      8-K        8/13/01          4.2        INLD

 4.01        Form of Stock Certificate of the Registrant    10-K        8/31/01          3.04       INLD

 4.03        August 30, 2002 Registration Rights             S-3        9/24/02          4.03       INLD
             Agreement by and among Interland, Inc.,
             Spire Capital Partners, L.P., Spire
             Investment, L.L.C., and Waller-Sutton Media
             Partners, L.P.

 4.04        August 30, 2002 Stock Restriction Agreement     2-3        9/24/02          4.04       INLD
             by and among Spire Capital Partners, L.P.,
             Spire Investment, L.L.C., and Waller-Sutton
             Media Partners, L.P.

 4.05        March 28, 2002 Amendment to Stock Rights       10-Q        5/31/02         10.112      INLD
             Agreement by and among Interland, Inc.,
             Bryan Heitman and Gabriel Murphy

 4.06        July 11, 2002 Amendment to Stock Rights        S-3/A       9/24/02          4.06       INLD
             Agreement by and among Interland, Inc.,
             Bryan Heitman and Gabriel Murphy

 10.35(a)+   Micron Electronics 1995 Stock Option Plan,      S-8        1/14/00          4.1        INLD
             as amended through August 29, 2001

 10.35(b)+   Form of Notice of Grant for Micron             10-K        8/31/01        10.35(b)     INLD
             Electronics 1995 Stock Option Plan

 10.35(c)+   Interland 1995 Stock Option Plan, as           10-K        8/31/01        10.35(c)     INLD
             amended August 30, 2001

 10.35(d)+   Form of Notice of Grant for Interland 1995     10-K        8/31/01        10.35(d)     INLD
             Stock Option Plan
</TABLE>


                                       7
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                FILED
                                                                        INCORPORATED BY REFERENCE             PREVIOUSLY
                                                                                                               ON FORM     FILED
                                                                                                                10-K     HEREWITH
                                                            -----------------------------------------------  ----------  --------
EXHIBIT                     DESCRIPTION                     FORM         DATE          NUMBER   REGISTRANT*
-------                     -----------                     ----         ----          ------   -----------
<S>                                                         <C>        <C>             <C>      <C>          <C>         <C>
 10.36(a)+   Micron Electronics 1995 Employee Stock         10-Q         6/1/95         10.36       INLD
             Purchase Plan, as amended through August 5,
             2001

 10.36(b)+   Interland 1995 Employee Stock Purchase         10-K        8/31/01         10.36       INLD
             Plan, as amended August 6, 2001

 10.38+      Form of Indemnification Agreement between      10-K        8/31/95         10.38       INLD
             the Registrant and its officers and
             directors

 10.39+      Form of Six-Month Termination Agreements       10-K        8/31/95         10.39       INLD
             for certain officers of the Registrant

 10.42       Amended and Restated Component Recovery         8-K        9/10.99         10.42       INLD
             Agreement, dated effective September 2,
             1999, between the Registrant and MTI

 10.44+      Form of Twelve-Month Termination Agreements    10-K        8/28/97         10.44       INLD
             for certain officers of the Registrant

 10.45+      Form of Two-Year Termination Agreements for    10-K        8/28/97         10.45       INLD
             certain officers of the Registrant

 10.47+      Form of Employment and Non-compete             10-Q        2/26/98         10.47       INLD
             Agreement, with 12-month termination
             provision, for certain officers of the
             Registrant

 10.48+      Form of Employment and Non-compete             10-Q        2/26/98         10.48       INLD
             Agreement, with 6-month termination
             provision, for certain officers of the
             Registrant

 10.52+      Employment Offer, dated January 10, 1998,      10-Q        2/26/98         10.52       INLD
             to Joel J. Kocher

 10.56+      Form of Employment, Severance and              10-K         9/3/98         10.56       INLD
             Non-compete Agreement for Certain Officers
             of the Registrant

 10.58+      The Registrant's Executive Incentive Plan,     10-Q        12/2/99         10.58       INLD
             as amended
</TABLE>


                                       8
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                FILED
                                                                        INCORPORATED BY REFERENCE             PREVIOUSLY
                                                                                                               ON FORM     FILED
                                                                                                                10-K     HEREWITH
                                                            -----------------------------------------------  ----------  --------
EXHIBIT                     DESCRIPTION                     FORM         DATE          NUMBER   REGISTRANT*
-------                     -----------                     ----         ----          ------   -----------
<S>                                                         <C>        <C>             <C>      <C>          <C>         <C>
 10.65       Executive Sales Representative Agreement        8-K        9/10/99         10.65       INLD
             effective September 2, 1999, between the
             Registrant and Micron Semiconductor
             Products, Inc.

 10.68+      Amended Non Qualified Stock Option             10-Q         6/1/00         10.68       INLD
             Agreement, dated April 6, 2000

 10.69+      Amended Non Qualified Stock Option             10-Q         6/1/00         10.69       INLD
             Agreement, dated April 6, 2000

 10.70(a)+   HostPro, Inc. 2000 Equity Incentive Plan I     10-K        8/31/00         10.70       INLD

 10.70(b)+   HostPro, Inc. 2000 Equity Incentive Plan II    10-K        8/31/00         10.71       INLD

 10.70(c)+   Form of Notice of Grant for HostPro, Inc.      10-K        8/31/00         10.72       INLD
             2000 Equity Incentive Plans

 10.70(d)+   Form of Notice of Grant for HostPro, Inc.      10-K        8/31/00         10.73       INLD
             2000 Equity Incentive Plans

 10.70(e)+   Micron Electronics 2001 Equity Incentive       10-Q        5/31/01         10.89       INLD
             Plan, as amended as of March 22, 2001

 10.70(f)+   Interland 2001 Equity Incentive Plan, as       10-K        8/31/01        10.70(f)     INLD
             amended August 6, 2001

 10.70(g)+   Form of Notice of Grant for Interland 2001     10-K        8/31/01        10.70(g)     INLD
             Equity Incentive Plan

 10.76       Amendment Number 1 to Amended and Restated     10-Q        11/30/00        10.76       INLD
             Component Recovery Agreement, dated
             November 16, 2000, between the Registrant
             and MTI

 10.77       Commercial Lease, dated March 22, 2001,         8-K        4/10/01         99.01       INLD
             between MTI and the Registrant

 10.78       Commercial Sublease, dated March 22, 2001,      8-K        4/10/01         99.02       INLD
             between MTI and the Registrant
</TABLE>


                                       9
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                FILED
                                                                        INCORPORATED BY REFERENCE             PREVIOUSLY
                                                                                                               ON FORM     FILED
                                                                                                                10-K     HEREWITH
                                                            -----------------------------------------------  ----------  --------
EXHIBIT                     DESCRIPTION                     FORM         DATE          NUMBER   REGISTRANT*
-------                     -----------                     ----         ----          ------   -----------
<S>                                                         <C>        <C>             <C>      <C>          <C>         <C>
 10.79+      The Registrant's Severance Plan for            10-Q         3/1/01         10.79       INLD
             Employees - 2001 Amendment and Restatement

 10.80+      The Registrant's Change in Control             10-Q         3/1/01         10.80       INLD
             Severance Plan

 10.81+      HostPro, Inc. 2000 Incentive Plan II -         10-Q         3/1/01         10.81       INLD
             Notice of Grant to Joel Kocher

 10.82+      Retention Agreement between the Registrant     10-Q         3/1/01         10.82       INLD
             and Mike Adkins, dated as of December 1,
             2000

 10.83+      Retention Agreement between the Registrant     10-Q         3/1/01         10.83       INLD
             and Steve Arnold, dated as of December 1,
             2000

 10.84+      Retention Agreement between the Registrant     10-Q         3/1/01         10.84       INLD
             and Sid Ferrales, dated as of December 1,
             2000

 10.85+      Retention Agreement between the Registrant     10-Q         3/1/01         10.85       INLD
             and Lyle Jordan, dated as of December 1,
             2000

 10.86+      Retention Agreement between the Registrant     10-Q         3/1/01         10.86       INLD
             and Jim Stewart, dated as of December 1,
             2000

 10.87+      Amended Retention Agreement between the        10-Q        5/31/01         10.87       INLD
             Registrant and Steve Arnold, dated as of
             April 7, 2001

 10.88+      Retention Agreement between the Registrant      8-K        5/31/01         10.88       INLD
             and Jeff Moeser, dated as of February 23,
             2001

 10.89       MTI Shareholder Agreement dated as of March    10-Q        4/10/01          2.01       INLD
             22, 2001 between the Registrant and MTI

 10.91       Operating lease for property located at        10-Q        5/31/01         10.90       INLD
             3250 Wilshire Blvd., Los Angeles,
             California, dated as of March 16, 1998

 10.92       Operating lease for property located at        10-Q         5/3/01         10.91       INLD
             3250 Wilshire Blvd., Los Angeles,
             California, dated as of March 19, 1999
</TABLE>


                                       10
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                FILED
                                                                        INCORPORATED BY REFERENCE             PREVIOUSLY
                                                                                                               ON FORM     FILED
                                                                                                                10-K     HEREWITH
                                                            -----------------------------------------------  ----------  --------
EXHIBIT                     DESCRIPTION                     FORM         DATE          NUMBER   REGISTRANT*
-------                     -----------                     ----         ----          ------   -----------
<S>                                                         <C>        <C>             <C>      <C>          <C>         <C>
 10.93       Operating lease for property located at        10-Q        5/31/01         10.92       INLD
             1450 Eagle Flight Way, Boise, Idaho, dated
             as of January 7, 2000

 10.94       Operating lease for property located at        10-Q        5/31/01         10.93       INLD
             3326 160th Avenue SE, Bellevue, Washington,
             dated as of December 16, 1999

 10.95(a)+   Employment Agreement dated December 2, 1999    S-1/A       6/26/00          10.6       INLD
             between the Company and Ken Gavranovic, as
             amended

 10.95(b)+   Employment Agreement Assumption and            10-K        8/31/01        10.95(b)     INLD
             Amendment dated March 22, 2001 between the
             Registrant and Ken Gavranovic, as amended

 10.96(a)+   Interland-Georgia Stock Incentive Plan          S-8        9/17/01        4.05(a)      INLD

 10.96(b)+   First Amendment to Interland-Georgia Stock      S-8        9/17/01        4.05(b)      INLD
             Incentive Plan

 10.96(c)+   Second Amendment to Interland-Georgia Stock     S-8        9/17/01        4.05(c)      INLD
             Incentive Plan

 10.96(d)+   Third Amendment to Interland-Georgia Stock      S-8        9/17/01        4.05(d)      INLD
             Incentive Plan

 10.96(e)+   Fourth Amendment to Interland-Georgia Stock     S-8        9/17/01        4.05(e)      INLD
             Incentive Plan

 10.97+      Promissory Note of Ken Gavranovic in favor     S-1/A       5/18/00         10.15       INLD
             of Interland-Georgia dated December 10, 1998

 10.98+      Promissory Note of Ken Gavranovic in favor     S-1/A       5/18/00         10.17       INLD
             of Interland-Georgia dated May 14, 1999

 10.99+      Stock Pledge Agreement between                 S-1/A       5/18/00         10.19       INLD
             Interland-Georgia and Ken Gavranovic dated
             May 14, 1999

 10.100(a)   Agreement of Lease between                     S-1/A       5/18/00        10.21(a)     INLD
             Interland-Georgia and 34 Peachtree
             Associates, L.P. dated November 19, 1997
</TABLE>


                                       11
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                FILED
                                                                        INCORPORATED BY REFERENCE             PREVIOUSLY
                                                                                                               ON FORM     FILED
                                                                                                                10-K     HEREWITH
                                                            -----------------------------------------------  ----------  --------
EXHIBIT                     DESCRIPTION                     FORM         DATE          NUMBER   REGISTRANT*
-------                     -----------                     ----         ----          ------   -----------
<S>                                                         <C>        <C>             <C>      <C>          <C>         <C>
 10.100(b)   First Amendment to Agreement of Lease          S-1/A       5/18/00        10.21(b)     INLD
             between Interland-Georgia and TCB #4,
             L.L.C. (f/k/a 34 Peachtree Associates,
             L.P.) dated July 6, 1998

 10.100(c)   Second Amendment to Agreement of Lease         S-1/A       5/18/00        10.21(c)     INLD
             between Interland-Georgia and TCB #4,
             L.L.C. (f/k/a 34 Peachtree Associates,
             L.P.) dated September 15, 1999

 10.101(a)   Amended and Restated Lease Agreement           S-1/A       5/18/00        10.22(a)     INLD
             between Interland-Georgia and 101 Marietta
             Street Associated dated September 29, 1999

 10.101(b)   First Amendment to Amended and Restated        S-1/A       5/18/00        10.22(b)     INLD
             Lease Agreement between Interland-Georgia
             and 101 Marietta Street Associates dated
             November 23, 1999

 10.102+     Employment Agreement dated April 1, 2000       S-1/A       5/18/00         10.23       INLD
             between Interland-Georgia and Mark K.
             Alexander

 10.103+     Employment Agreement dated February 15,        S-1/A        6/9/00         10.24       INLD
             2000 between Interland-Georgia and Robert
             Malally

 10.104(a)   SunTrust Plaza Garden Offices Lease            10-K        8/31/01       10.104(a)     INLD
             Agreement by and between SunTrust Plaza
             Associates, LLC and Interland-Georgia dated
             May 15, 2000

 10.104(b)   First Amendment to Lease Agreement by and      10-K        8/31/01       10.104(b)     INLD
             between SunTrust Plaza Associates, LLC and
             Interland-Georgia dated September 27, 2000

 10.105      Amended and Restated Registration Rights       10-K        8/3/101         10.105      INLD
             Agreement between the Registrant, MTI and
             certain shareholders of Interland named
             therein dated August 6, 2001

 10.106      Stock Purchase Agreement between MTI and       10-K        8/31/01         10.106      INLD
             Micron Semiconductor Products, Inc. dated
             as of August 30, 2001
</TABLE>


                                       12
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                FILED
                                                                        INCORPORATED BY REFERENCE             PREVIOUSLY
                                                                                                               ON FORM     FILED
                                                                                                                10-K     HEREWITH
                                                            -----------------------------------------------  ----------  --------
EXHIBIT                     DESCRIPTION                     FORM         DATE          NUMBER   REGISTRANT*
-------                     -----------                     ----         ----          ------   -----------
<S>                                                         <C>        <C>             <C>      <C>          <C>         <C>
 10.107      Donation Agreement between Micron              10-K        8/31/01         10.107      INLD
             Semiconductor Products, Inc. and the Micron
             Technology Foundation, Inc. dated as of
             August 30, 2001

 10.108(a)+  Employment Agreement between the Registrant                                                            x
             and Allen Shulman dated November 1, 2001

 10.108(b)+  Amendment to Employment Agreement between                                                              x
             the Registrant and Allen Shulman dated as
             of September 10, 2002.

 10.109      February 8, 2002 Investor Rights Agreement     10-Q        2/28/02         10.109      INLD
             by and among Interland, Inc., PAR
             Investment Partners, L.P., Hartford Capital
             Appreciation Fund, and certain other
             stockholders

 10.110(1)   Agreement and Plan of Merger dated as of       10-Q        2/28/02         10.110      INLD
             February 8, 2002, by and between
             CommuniTech.Net, Inc., Montana Acquisition
             Company, Inc., Interland, Inc., Gabriel
             Murphy, and Bryan Heitman

 10.111      Stock Repurchase Agreement dated as of         10-Q        5/31/02         10.111      INLD
             November 12, 2001 by and between Ken
             Gavanovic and Interland, Inc.

 10.112      Amendment to Stock Rights Agreement dated      10-Q        5/31/02         10.112      INLD
             as of March 28, 2002 by and among

 10.113      Promissory Note in the principal amount of                                                             x
             $5,370,006 dated July 20, 2001 in favor of
             U.S. Bank National Association

 10.114      Credit Agreement dated July 20, 2001                                                                   x
             between Micron Electronics, Inc. and
             HostPro, Inc., as Borrowers, and U.S. Bank
             National Association, as Lender

 10.115(2)   Microsoft Services Provider License                                                                    x
             Agreement dated as of January 15, 2002

 21.01       Subsidiaries of the Registrant                                                                         x
</TABLE>


                                       13
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                FILED
                                                                        INCORPORATED BY REFERENCE             PREVIOUSLY
                                                                                                               ON FORM     FILED
                                                                                                                10-K     HEREWITH
                                                            -----------------------------------------------  ----------  --------
EXHIBIT                     DESCRIPTION                     FORM         DATE          NUMBER   REGISTRANT*
-------                     -----------                     ----         ----          ------   -----------
<S>                                                         <C>        <C>             <C>      <C>          <C>         <C>
 23.01       Consent of Independent Accountants                                                                     x

 24.01       Power of Attorney                                                                                      x

 99.1        Certification of Chief Executive Officer
             under Section 906 of the Sarbanes-Oxley Act                                                                      x
             of 2002

 99.2        Certification of Chief Financial Officer
             under Section 906 of the Sarbanes-Oxley Act                                                                      x
             of 2002
</TABLE>

-------------
*    INLD indicates the exhibit is incorporated by reference to the Registrant's
     prior filings with the SEC. ILND indicates the exhibit is incorporated by
     reference to Interland-Georgia's prior filings with the SEC,

+    Management contract or compensatory arrangement or plan.

(1)  Schedules and exhibits have been omitted from the exhibit. A list of
     omitted schedules and exhibits is set forth immediately following the table
     of contents of the exhibit. Copies will be provided to the Commission upon
     request.

(2)  The Company has requested confidential treatment for portions of this
     exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

(b)   Reports on Form 8-K

   No Reports on Form 8-K were filed during the fourth quarter.


                                       14
<PAGE>
      SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                            INTERLAND, INC.

Date:  April 18, 2003                       By: /s/ Allen L. Shulman
                                                --------------------------------
                                                Allen L. Shulman, Senior Vice
                                                President, Chief  Financial
                                                Officer, and General Counsel


                                       15
<PAGE>
         INTERLAND, INC. CERTIFICATION FOR ANNUAL REPORT ON FORM 10-K



I, Joel J. Kocher, certify that:

1. I have reviewed this annual report on Form 10-K of Interland, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

      a) designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this annual report is
      being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      annual report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
      of the disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

      a) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

      b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 18, 2003                            /s/ Joel J. Kocher
                                                --------------------------------
                                                Joel J. Kocher

                                                Chairman of the Board,
                                                President and Chief Executive
                                                Officer


                                       16
<PAGE>
         INTERLAND, INC. CERTIFICATION FOR ANNUAL REPORT ON FORM 10-K



I, Allen L. Shulman, certify that:

1. I have reviewed this annual report on Form 10-K of Interland, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

      a) designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this annual report is
      being prepared;

      b) evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      annual report (the "Evaluation Date"); and

      c) presented in this annual report our conclusions about the effectiveness
      of the disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

      a) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

      b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Date: April 18, 2003                            /s/ Allen L. Shulman
                                                --------------------------------
                                                Allen L. Shulman
                                                Senior Vice President, Chief
                                                Financial Officer, and
                                                General Counsel


                                       17