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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


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)


|                                  |  |                    
|--------------------------------- |  | -------------------
|Minnesota                         |  | 41-1404301         
|(State or other jurisdiction      |  | (I.R.S. Employer   
|of incorporation or organization) |  | Identification No.)

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 þ    No  o

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.  o

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.



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TABLE OF CONTENTS



|                                                                             |  |  |  |  |  |  |  | 
|---------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|Part III                                                                    
|SUMMARY COMPENSATION TABLE                                                  
|OPTION GRANTS IN FISCAL 2002                                                
|AGGREGATED OPTION EXERCISES IN FISCAL 2002 AND AUGUST 31, 2002 OPTION VALUES
|SIGNATURES                                                                  
|Interland, Inc. Certification for Annual Report on Form 10-K                



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Part III of the Annual Report on Form 10-K filed by 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 filed on
November 29, 2002. The Registrant does not undertake to update any item on
that Annual Report other than those items set forth below.




Part III

Item 10. Directors and Executive Officers of the Registrant.

Executive Officers and Directors of the Registrant

The executive officers and directors of the Company and their ages as of
November 26, 2002, were as follows:

|                         |  |     |    |          |  |                                                                          
|------------------------ |  | --- | -- | -------- |  | -------------------------------------------------------------------------
|Name                     |  | Age |    | Position
|                         |  |     |    |         
|Joel J. Kocher           |  |     | 46 |          |  | Chairman of the Board of Directors, President and Chief Executive
Officer
|Allen L. Shulman         |  |     | 54 |          |  | Senior Vice President, Chief Financial Officer and General Counsel       
|Savino R. Sid Ferrales |  |     | 52 |          |  | Senior Vice President and Chief Human Resources Officer                  
|John M. Harper           |  |     | 41 |          |  | Senior Vice President of Operations                                      
|Robert C. Lee            |  |     | 53 |          |  | Director                                                                 
|John B. Balousek         |  |     | 56 |          |  | Director                                                                 
|Robert T. Slezak         |  |     | 45 |          |  | Director                                                                 
|Edward L. Shapiro        |  |     | 37 |          |  | Director                                                                 

Joel J. Kocheris Chairman, President and Chief Executive Officer. He
joined the Company in January 1998 as President, Chief Operating Officer and
Director, and was appointed Chairman and Chief Executive Officer in June 1998.
Prior to joining the Company, he served as Executive Vice President and then
Chief Executive Officer of Artistsoft, Inc., a computer networking and
telephony company, from August 1997 to January 1998. From December 1996 until
August 1997, Mr. Kocher served as President and Chief Operating Officer at
Power Computing Corporation, a personal computer company. From 1987 to 1994,
Kocher held several senior executive positions with Dell Computer Corporation,
including President, Worldwide Sales, Marketing and Services.

Allen L. Shulmanwas elected as Senior Vice President, Chief Financial
Officer, and General Counsel in October 2002, after serving as Vice President
and General Counsel since joining the Company in November 2001. Mr. Shulman
served as General Counsel of CheckFree Corporation from May 1997 until October
2001 and additionally as Chief Financial Officer from August 1998 to June 2000.
From 1983 to 1996, Mr. Shulman held a number of executive positions with United
Refrigerated Services, Inc., including Chief Operating Officer, Chief Financial
Officer and General Counsel. From 1974 to 1983 he practiced law in New Jersey
and in Chicago, where he was a partner in the firm of Conklin & Adler.

Savino R. Sid Ferraleshas served as Senior Vice President and Chief
Human Resources Officer since February 1998. From December 1997 to January
1998, Mr. Ferrales performed human resource consulting work for Micron
Electronics, Inc. Prior to that, he served as Vice President of Human
Resources at Power Computing Corporation from March 1997 to November 1997.
From June 1995 to February 1997, Mr. Ferrales served as Vice-President,
Worldwide Human Resources, for Digital Equipment Corporation. From 1994 to
June 1995, he was a principal in OMC Group, a human resources consulting firm.
From January 1989 to June 1995, he served as Vice President of Human Resources
at Dell Computer Corporation. He has over twenty-five years experience in human
resources and organization development with several high technology companies,
including more than ten years at Motorola, Inc.

John M. Harperhas served as Senior Vice President of Operations since
July 29, 2002. He is responsible for overseeing the Companys Operations,
Information Technology and Technical Support departments, as well as developing
the products, platforms, systems and processes that will support Interlands
strategic growth initiatives. From January 2001 to August 2001, he served as Chief
Technology Officer for Verado Holdings. From June 1997 to September
2000, he served
as Vice President of Engineering for Exodus. He also served as Chief
Technology Officer for Genuity from January 1996 to June 1997.

Robert C. Leehas served as a member on the Board of Directors since April
1999. He is currently also a Director on the boards of CIDCO and iAsiaWorks,
both publicly held companies, as well as several privately held firms. Mr. Lee
has

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served as President of Business Communications Services for Pacific Bell
since 1995. Mr. Lee also served as Executive Vice President, California Market
Group, for Pacific Bell from 1993 to 1995.

John B. Balousekhas served as a member of the Board of Directors since
August 1999. He currently serves as a Director on the boards of Geoworks
Corporation and several privately held firms. From 1998 to date, Mr. Balousek
has served as Executive Vice President and a founder of PhotoAlley.com, a
San-Francisco-based start-up company providing electronic commerce services.
He served as Chairman and CEO of True North Technologies, a digital and
interactive services company of True North Communications, parent company of
Foote Cone & Belding Communications, Inc., a global advertising and
communications company, from March to July 1996. Mr. Balousek continued to
serve as a Director of True North Communications until January 1997. From 1991
to February 1996, Mr. Balousek served as President, Chief Operating Officer and
Director of Foote Cone & Belding Communications.

Robert T. Slezakhas served as a member on the Board of Directors since
August 2001. He currently also serves as a Director on the boards of Matrix
Bancorp, Inc. and BAM! Entertainment, Inc. Mr. Slezak has worked as an
independent management consultant since November 1999. From 1989 to November
1999, Mr. Slezak served as Chief Financial Officer of Ameritrade Holding
Corporation, managing the accounting, finance, tax, mergers and acquisitions
and regulatory reporting functions of this online brokerage firm.

Edward L. Shapirohas served as a member of the Board of Directors since
March 2002. He has been a partner with PAR Capital Management, Inc. (PCM)
since 1997. Mr. Shapiro also acts as a research analyst and portfolio manager
with PCM. PCM is an investment partnership. Prior to 1997, Mr. Shapiro also
held the positions of vice president with Wellington Management Company LLC.,
and financial analyst with Morgan Stanley & Co.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Companys directors and officers and persons who own beneficially more than
10% (collectively, the Beneficial Owners) of a registered class of the
Companys equity securities, to file initial reports of ownership and reports
of changes of ownership with the Securities and Exchange Commission (the
SEC). Copies of all filed reports are required to be furnished to the Company
pursuant to Section 16(a). Based solely on the reports received by the Company
and on written representations from reporting persons, the Company believes
that the Beneficial Owners complied with all applicable Section 16(a) filing
requirements during the fiscal year ended August 31, 2002, except John Harper
filed late his Form 3 reporting no ownership of Company securities, Garrett
Owens failed to file a Form 5 for the Companys fiscal year ending August 31,
2001 reporting an exempt option grant, and the following individuals reported
late on Form 5 exempt option grants during the Companys fiscal year ending
August 31, 2001: Robert Slezak, John Balousek, Gregg Mockenhaupt, Sid Ferrales,
Joel Kocher, David Buckel, Mark Alexander, Robert Lee, Barbara Gibson, Nick
Farsi, Cliff Luckey, Steve Arnold and Ken Gavranovic. In addition, Edward
Shapiro amended his Form 3 to correct the date on which he became a director
and correct the vesting schedule for a stock option award.

Item 11. Executive Compensation

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Compensation of Executive Officers

The following table sets forth the cash and non-cash compensation for each
of the last three fiscal years for services rendered to the Company, its
predecessors and its subsidiaries, awarded to or earned by any individual who
served as Chief Executive Officer of the Company during fiscal 2002 and each of
the other four most highly compensated executive officers of the Company who
were serving as executive officers at the end of fiscal 2002 whose combined
salary and bonus earned in fiscal 2002 exceeded $100,000 (collectively, the
Named Executive Officers):

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SUMMARY COMPENSATION TABLE

|                            |                                            |                                           |      |            |      |           |         |                     |         |         |        |                 |         |        |        |            |   |            |           |              |           |      |         |      |         |     
|--------------------------- | ------------------------------------------ | ----------------------------------------- | ---- | ---------- | ---- | --------- | ------- | ------------------- | ------- | ------- | ------ | --------------- | ------- | ------ | ------ | ---------- | - | ---------- | --------- | ------------ | --------- | ---- | ------- | ---- | ------- | ----
|                            |                                            |                                           |      |            |      |           |         |                     |         |         |        |                 |         |        |        |            |   |            |           | Long-Term    |           |      |         |     
|                            |                                            |                                           |      |            |      |           |         |                     |         |         |        |                 |         |        |        |            |   |            |           | Compensation |           |      |         |     
|                            |                                            |                                           |      |            |      |           |         | Annual Compensation |         | Awards  |        |                 |         |       
|                            |                                            |                                           |      |            |      |           |         |                     |         |         |        |                 |         |       
|                            |                                            |                                           |      |            |      |           |         |                     |         |         |        |                 |         |        |        | Other      |   | Securities |           | All         
|                            |                                            |                                           |      | Fiscal     |      |           |         |                     |         |         |        |                 |         | Annual |        | Underlying |   | Other     
|Name and Principal Position |                                            | Year                                      |      | Salary (1) |      | Bonus (2) |         | Compensation (3)    |         | Options |        | Compensation(4)
|                            |                                            |                                           |      |            |      |           |         |                     |         |         |        |                
|Joel J. Kocher              |                                            |                                           | 2002 |            |      | $         | 364,846 |                     |         | $       |       |                 |         | $      | 83,801 | (5)        |   |            | 1,000,000 | (6)          |           | $    |        |     
|                            |                                            | Chairman, President, and                  |      |            | 2001 |           |         |                     | 495,597 |         |        |                 |        |        |        |            |  |            |           |              | 1,428,700 | (7)  |         |      |        |     
|                            |                                            | Chief Executive Officer                   |      |            | 2000 |           |         |                     | 450,000 |         |        |                 | 351,885 |        |        |            |  |            |           |              | 514,350   | (8)  |         |      | 267,807 | (9) 
|Savino R. Ferrales          |                                            |                                           | 2002 |            |      | $         | 264,000 |                     |         | $       | 42,525 |                 |         | $      | 57,745 | (10)       |   |            | 230,000   | (6)          |           | $    | 270,000 | (11)
|                            |                                            | Senior Vice President and                 |      |            | 2001 |           |         |                     | 276,000 |         |        |                 | 42,525  |        |        |            |  |            |           |              | 250,000   | (12) |         |      |        |     
|                            |                                            | Chief Human Resources Officer             |      |            | 2000 |           |         |                     | 260,000 |         |        |                 | 114,869 |        |        |            |  |            |           |              | 125,725   | (13) |         |      | 7,000   |     
|Barbara A. Gibson           |                                            |                                           | 2002 |            |      | $         | 193,077 |                     |         | $       | 28,000 |                 |         | $      |       |            |   |            | 80,000    | (6)          |           | $    | 8,637   | (15)
|                            | Former Vice President Public Relations(14) |                                           |      | 2001       |      |           |         | 214,000             |         |         | $      | 28,000          |         |        |        |           |   |            |           | 150,000      | (16)      |      |         |     |        
|                            |                                            |                                           | 2000 |            |      |           | 100,000 |                     |         | $       | 55,375 | (17)            |         |        |       |            |   |            |          |              |           |      |        |     
|David A. Buckel             |                                            |                                           | 2002 |            |      | $         | 234,231 |                     |         | $       | 37,800 |                 |         |        |       |            |   |            | 100,000   | (6)          |           | $    | 11,281  |     
|                            |                                            | Former Senior Vice President and          |      |            | 2001 |           |         | $                   | 132,286 |         |        |                 |        |        |        |            |  |            |           |              | 395,750   | (6)  |         |      | 28,012  | (18)
|                            |                                            | Chief Financial Officer (14)              |      |            | 2000 |           |         |                     |        |         |        |                 |        |        |        |            |  |            |           |              |          |      |         |      |        |     
|Mark K. Alexander           |                                            |                                           | 2002 |            |      | $         | 219,286 |                     |         | $       | 98,046 |                 |         | $      |       |            |   |            | 230,000   | (6)          |           | $    | 4,646   |     
|                            |                                            | Former Senior Vice President of Sales and |      |            | 2001 |           |         | $                   | 17,318  |         |        |                 |        |        |        |            |  |            |           |              | 160,000   | (6)  |         |      |        |     
|                            |                                            | Marketing (14)                            |      |            | 2000 |           |         |                     |        |         |        |                 |        |        |        |            |  |            |           |              |          |      |         |      |        |     



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|(1)  |  | Includes compensation deferred by the employee under the Companys
qualified 401(k) retirement plans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(2)  |  | Includes amounts paid under the Companys profit sharing plans and
amounts awarded and paid under the Management and Executive Incentive Plan
(the Incentive Plan, formerly the Micron Electronics, Inc. Executive
Bonus Plan) for fiscal 2002 and earned and paid under the Incentive Plan
for prior fiscal years.                                                                                                                                                                                                                                                                      
|    
|(3)  |  | Excludes certain perquisites and other amounts that in the aggregate did
not exceed the lesser of $50,000 or 10% of the total annual salary and
bonuses for the officer.                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|(4)  |  | Except as otherwise noted, consists of matching contributions made by the
Company under qualified 401(k) retirement plans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|(5)  |  | Represents amounts the Company
paid for travel to and lodging near the Companys headquarters,
as Mr. Kocher does not reside in the Atlanta area.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|(6)  |  | Represents an option to purchase shares of the Companys common stock
granted under the Companys 1995 Stock Option Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|(7)  |  | Represents an option to purchase 250,000 shares of the Companys common
stock granted under the Companys 1995 Stock Option Plan and an option
originally granted to purchase shares of the common stock of HostPro,
Inc., a wholly owned subsidiary of the Company, pursuant to the HostPro,
Inc. 2000 Equity Incentive Plan I or the HostPro, Inc. 2000 Equity
Incentive Plan II. The options granted under the HostPro plans were
converted into options to purchase 1,178,700 shares of the Companys
common stock under the Companys 2001 Equity Incentive Plan as of March
22, 2001.
|    
|(8)  |  | Represents an option that was originally granted to purchase HostPro,
Inc., a subsidiary of the Company, common stock, which was subsequently
converted into options to purchase 514,350 shares of the Companys common
stock under the Companys 2001 Equity Incentive Plan.                                                                                                                                                                                                                                                                                                              
|    
|(9)  |  | Includes payment of $265,254 by the Company for relocation costs,
including, in certain instances, reimbursement for related taxes.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|(10) |  | Represents amounts the Company
paid for travel to and lodging near the Companys headquarters,
as Mr. Ferrales does not reside in the Atlanta area.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|(11) |  | Represents a retention bonus earned in fiscal 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|(12) |  | Represents an option to purchase 164,275 shares of the Companys common
stock granted under the Companys 1995 Stock Option Plan and an option
originally granted to purchase shares of the common stock of HostPro,
Inc., a wholly owned subsidiary of the Company, pursuant to the HostPro,
Inc. 2000 Equity Incentive Plan I or the HostPro, Inc. 2000 Equity
Incentive Plan II. The options granted under the HostPro plans were
converted into options to purchase 85,725 shares of the Companys common
stock under the Companys 2001 Equity Incentive Plan as of March 22, 2001.   
|    

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|(13) |  | Represents an option to purchase 40,000 shares of the Companys common
stock granted under the Companys 1995 Stock Option Plan and an option
that was originally granted to purchase HostPro common stock, which was
subsequently converted into options to purchase approximately 85,725
shares of the Companys common stock under the Companys 2001 Equity
Incentive Plan.                                                                                                                                                                                                         
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(14) |  | This individuals employment with the Company terminated on October 31,
2002, after the Companys August 31, 2002 fiscal year end.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|(15) |  | Includes payment of $8,637 by the Company for relocation costs,
including, in certain instances, reimbursement for related taxes.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|(16) |  | Represents an option to purchase 107,138 shares of the Companys common
stock granted under the Companys 1995 Stock Option Plan and an option
originally granted to purchase shares of the common stock of HostPro,
Inc., a wholly owned subsidiary of the Company, pursuant to the HostPro,
Inc. 2000 Equity Incentive Plan I or the HostPro, Inc. 2000 Equity
Incentive Plan II. The options granted under the HostPro plans were
converted into options to purchase 42,862 shares of the Companys common
stock under the Companys 2001 Equity Incentive Plan as of March 22, 2001.
|    
|(17) |  | Includes a $20,000 signing bonus.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|(18) |  | Represents payment of $28,012 by the Company for relocation costs,
including, in certain instances, reimbursement for related taxes.                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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OPTION GRANTS IN FISCAL 2002

The following table provides information with respect to stock options
granted in fiscal 2002 to each of the Named Executive Officers who received
options. In accordance with the rules of the SEC, the table sets forth the
hypothetical gains or option spreads that would exist for the options at the
end of their respective terms based on assumed annual rates of compound stock
price appreciation of 5% and 10% from the dates the options were granted to the
end of the respective option terms. Actual gains, if any, on option exercises
are dependent on the future performance of the Companys common stock and
overall market conditions. There can be no assurance that the potential
realizable values shown in this table will be achieved.

|                   |  |                   |           |                 |  |            |       |            |  |    |      |     |  |  |           |  |  |                        |           |  |  |   |           | 
|------------------ |  | ----------------- | --------- | --------------- |  | ---------- | ----- | ---------- |  | -- | ---- | --- |  |  | --------- |  |  | ---------------------- | --------- |  |  | - | --------- | 
|                   |  |                   |           |                 |  |            |       |            |  |    |      |     |  |  |           |  |  | Potential Realizable  
|                   |  |                   |           |                 |  |            |       |            |  |    |      |     |  |  |           |  |  | Value at              
|                   |  |                   |           |                 |  |            |       |            |  |    |      |     |  |  |           |  |  | Assumed Annual Rates  
|                   |  |                   |           |                 |  |            |       |            |  |    |      |     |  |  |           |  |  | of Stock              
|                   |  |                   |           |                 |  |            |       |            |  |    |      |     |  |  |           |  |  | Price Appreciation for
|                   |  | Individual Grants |           | Option Term    
|                   |  |                   |           |                
|                   |  |                   |           |                 |  | Percent of |       |            |  |    |      |     |  |  |           |  |  |                        |           |  |  |  
|                   |  | Number of         |           | Total           |  |            |       |            |  |    |      |     |  |  |           |  |  |                        |           | 
|                   |  | Securities        |           | Options         |  | Exercise   |       |            |  |    |      |     |  |  |           |  |  |                       
|                   |  | Underlying        |           | Granted to      |  | Price      |       |            |  |    |      |     |  |  |           |  |  |                       
|                   |  | Options           |           | Employees in    |  | Per        |       | Expiration |  |    |      |     |  |  |           | 
|Name               |  | Granted (1)       |           | Fiscal 2002 (2) |  | Share      |       | Date       |  | 5% |      | 10%
|                   |  |                   |           |                 |  |            |       |            |  |    |      |    
|Joel J. Kocher     |  |                   | 1,000,000 |                 |  |            | 15.03 | %          |  | $  | 2.14 |     |  |  | 1/15/2012 |  |  | $                      | 1,345,834 |  |  | $ | 5,583,836 | 
|Savino R. Ferrales |  |                   | 230,000   |                 |  |            | 3.46  | %          |  | $  | 2.14 |     |  |  | 1/15/2012 |  |  | $                      | 309,542   |  |  | $ | 784,440   | 
|Barbara A. Gibson  |  |                   | 80,000    |                 |  |            | 1.20  | %          |  | $  | 2.14 |     |  |  | 1/15/2012 |  |  | $                      | 107,667   |  |  | $ | 272,849   | 
|David A. Buckel    |  |                   | 100,000   |                 |  |            | 1.50  | %          |  | $  | 2.08 |     |  |  | 1/25/2012 |  |  | $                      | 130,810   |  |  | $ | 331,498   | 
|Mark K. Alexander  |  |                   | 230,000   |                 |  |            | 3.46  | %          |  | $  | 2.14 |     |  |  | 1/15/2012 |  |  | $                      | 309,542   |  |  | $ | 784,440   | 



---

|(1) |  | Represents options granted pursuant to the Companys 1995 Stock Option
Plan that vest over four years in increments of 25% per year. Options
granted pursuant to the Companys 1995 Stock Option Plan are granted as
incentive stock options (ISOs) or nonstatutory stock options (NSOs).
ISOs are granted with an exercise price equal to 100% of the fair market
value (as defined in the plan) of the Companys common stock on the date
of grant. NSOs granted and set forth in the above table were granted with
an exercise price equal to 100% of the fair market value (as defined in
the plan) of the Companys common stock on the date of grant.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Reflects percent of total options to purchase shares of the Companys
common stock granted to employees during fiscal 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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AGGREGATED OPTION EXERCISES IN FISCAL 2002 AND AUGUST 31, 2002 OPTION VALUES

The following table provides information regarding Company stock option
exercises in fiscal 2002 by the Named Executive Officers, and the value of such
officers unexercised options at August 31, 2002:

|                   |  |                 |   |          |  |                   |   |                   |  |                      |           |                   |  |   |           |    
|------------------ |  | --------------- | - | -------- |  | ----------------- | - | ----------------- |  | -------------------- | --------- | ----------------- |  | - | --------- | ---
|                   |  |                 |   |          |  |                   |   |                   |  | Number of Securities |           | Value of         
|                   |  |                 |   |          |  |                   |   |                   |  | Underlying           |           | Unexercised      
|                   |  |                 |   |          |  |                   |   |                   |  | Unexercised          |           | In-The-Money     
|                   |  |                 |   |          |  |                   |   |                   |  | Options at Fiscal    |           | Options at Fiscal
|                   |  |                 |   |          |  |                   |   |                   |  | Year-End             |           | Year-End         
|                   |  | Shares Acquired |   | Value    |  | Exercisable (E) / |   | Exercisable (E) /
|Name               |  | on Exercise     |   | Realized |  | Unexercisable (U) |   | Unexercisable (U)
|                   |  |                 |   |          |  |                   |   |                  
|Joel J. Kocher     |  |                 |  |          |  |                   |  |                   |  |                      | 2,159,451 | (E)               |  | $ | 1,874,216 | (E)
|                   |  |                 |   |          |  |                   |   |                   |  |                      | 1,500,000 | (U)               |  |   | 958,000   | (U)
|Savino R. Ferrales |  |                 |  |          |  |                   |  |                   |  |                      | 423,278   | (E)               |  | $ | 296,987   | (E)
|                   |  |                 |   |          |  |                   |   |                   |  |                      | 404,207   | (U)               |  |   | 299,482   | (U)
|Barbara A. Gibson  |  |                 |  |          |  |                   |  |                   |  |                      | 66,427    | (E)               |  | $ | 42,837    | (E)
|                   |  |                 |   |          |  |                   |   |                   |  |                      | 215,939   | (U)               |  |   | 165,574   | (U)
|David A. Buckel    |  |                 |  |          |  |                   |  |                   |  |                      | 78,101    | (E)               |  | $ | 40,150    | (E)
|                   |  |                 |   |          |  |                   |   |                   |  |                      | 274,774   | (U)               |  |   | 178,450   | (U)
|Mark K. Alexander  |  |                 |  |          |  |                   |  |                   |  |                      | 263,857   | (E)               |  | $ | 58,400    | (E)
|                   |  |                 |   |          |  |                   |   |                   |  |                      | 350,000   | (U)               |  |   | 294,800   | (U)

Compensation of Directors

Members of the Board of Directors who are not employees of the Company or
employees, officers or directors of any subsidiary or affiliate of the Company
are paid an annual retainer of $40,000 (the Annual Retainer). The Annual
Retainer is payable in arrears in equal quarterly installments within the first
thirty days of each fiscal quarter to qualified directors holding office during
the prior fiscal quarter. Qualified directors who hold office for less than an
entire fiscal quarter receive a pro-rated portion of the Annual Retainer.

Additionally, all directors who are not employees of the Company or its
subsidiaries or affiliates are to receive a formula Nonstatutory Stock Option
(a Formula Option) of 10,000 shares of common stock upon appointment to the
Board and such directors serving on the Board as of the date immediately
following each annual meeting of the Companys shareholders receive a Formula
Option as of the date of the meeting for 10,000 shares of common stock. The
Formula Options have an exercise price equal to the market value of a share of
the Companys common stock on the grant date, have a term of ten years and vest
25% on the first anniversary of the grant date and 2.0833% monthly thereafter.
The Company reimburses directors for travel and lodging expenses, if any,
incurred in connection with attendance at Board meetings or performance of
director services.

Employment Arrangements

The Company has entered into
employment agreements (the Agreements) with
Mr. Kocher, the Companys Chairman, President, and Chief Executive Officer,
and Mr. Ferrales, its Senior Vice President and Chief Human Resources Officer. The
Agreements allow either the Company or the officer to terminate the officers
active employment with the Company for any reason, voluntary or involuntary,
with or without cause, by providing notice to that effect in writing. The
Agreements provide for a post termination Transition Period
of one year plus certain leave time, in the case of
Mr. Kocher, and of six months plus certain leave time, in the
case of Mr. Ferrales. During the transition period, if the
officer complies with the Agreement, the officer will continue to
receive all benefits customarily provided to Company
officers, including, but not limited to, salary, bonuses, executive
bonuses, benefits and continued vesting of any granted stock options.
Customarily provided refers to Company practices and plans
with respect to the officer benefits and
compensation in effect as of the date of termination of the officers active

7



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##### Table of Contents



employment with the Company. Such terminated officers will not be entitled to
any new grants of interest in future executive bonus pools, any new grants of stock
options, or payment under an incentive program of
any compensation that is deferred, due to the payment criteria of such incentive program, as those criteria
existed as of the date of termination of the officers active employment with
the Company, beyond the Transition Period. In addition, Mr. Kocher
will not be entitled to acceleration of any performance accelerated
options if the performance objectives attendant to such options are
satisfied during the Transition Period. If either officer ceases to
be an officer but continues to be an employee, the change in status
will be treated as a termination under the Agreements. Both
Agreements terminate when the officer reaches sixty-five years of
age. Both Agreements contain non-compete provisions.

The Company maintains no formal change of control agreements or
arrangements with individual Company executives. However, the 2002 Equity
Incentive Plan, the 2001 Equity Incentive Plan, and the 1995 Stock Option Plan
provide for the vesting of any or all options granted pursuant to the plans to
accelerate and become immediately exercisable upon a change of control of the
Company, as defined in the applicable plans.

In connection with his resignation as
Senior Vice President, Interland
entered into an agreement with Mr. Alexander terminating his
tenure as of December 10, 2002. Under
this agreement, Interland agreed to continue to pay Mr. Alexander his base
salary for eleven months from his last day of employment, a lump sum
of $12,600, and payment for any accrued time off plan
time in accordance with Company policy. Mr. Alexander will be
entitled to receive a bonus for the 2002 fiscal year on substantially
the same basis as other senior executives in good standing. The agreement
also provides for releases from Mr. Alexander. In addition, the agreement provides
that the Company will honor all outstanding stock option grants to Mr. Alexander in accordance with their terms.

In connection with his resignation as Senior Vice President, Interland
entered into an agreement with Mr. Buckel terminating
his tenure as an employee as of October 31, 2002.
Under this agreement, Interland agreed to pay Mr. Buckel $19,700
per month from October 20, 2002, until October 19, 2003, and grant Mr.
Buckel an option to purchase up to 86,321 shares of Interland stock
at a price of $3.19 per share, provided that such option is exercised
before October 31, 2003, in return for his agreement to provide
specified services. Mr. Buckel also agreed that all vested
options held by him must be exercised on or before November 30,
2002. Mr. Buckel remains eligible for a bonus under
his fiscal year 2002 bonus plan, in the target amount of $108,000, to
be paid to him at the same time, and to the same extent as, other
participating executives. The agreement also provides for releases
from Mr. Buckel. Mr. Buckels consulting services
for the Company are not to exceed twenty hours per month, and he may
engage in other full-time employment while serving as a consultant to the
Company.

8



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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth ownership information with respect to the
common stock of the Company, as of November 1, 2002, with respect to (i)
persons known by the Company to beneficially own more than 5% of the Companys
common stock, (ii) each director of the Company, (iii) each Named Executive
Officer of the Company listed in the Summary Compensation Table above, and
(iv) all current directors and executive officers of the Company as a group:

|                                                                         |  |                   |            |         |  |  |      |  
|------------------------------------------------------------------------ |  | ----------------- | ---------- | ------- |  |  | ---- | -
|                                                                         |  | Interland, Inc.  
|                                                                         |  | Common Stock     
|                                                                         |  |                  
|                                                                         |  | Amount and Nature |            | Percent
|                                                                         |  | of Beneficial     |            | of     
|Name of Beneficial Owner                                                 |  | Ownership(1)      |            | Class  
|                                                                         |  |                   |            |        
|PAR Investment Partners, L.P. (2)                                        |  |                   | 20,000,000 |         |  |  | 13.8 | %
|Hartford Capital Appreciation Fund (3)                                   |  |                   | 13,100,000 |         |  |  | 9.0  |  
|ICM
Asset Management, Inc. (4)                                           |  |                   | 10,150,700 |         |  |  | 7.0  |  
|Blum Capital Partners, L.P. (5)                                          |  |                   | 8,000,000  |         |  |  | 5.7  |  
|Joel J. Kocher (6)                                                       |  |                   | 2,390,283  |         |  |  | 1.6  |  
|Robert T. Slezak (7)                                                     |  |                   | 861,833    |         |  |  | *    |  
|Savino R. Ferrales (8)                                                   |  |                   | 436,966    |         |  |  | *    |  
|Robert Lee (9)                                                           |  |                   | 249,937    |         |  |  | *    |  
|David Buckel (10)                                                        |  |                   | 172,272    |         |  |  | *    |  
|John B. Balousek (11)                                                    |  |                   | 58,937     |         |  |  | *    |  
|Edward Shapiro (12)                                                      |  |                   | 10,000     |         |  |  | *    |  
|Mark Alexander                                                           |  |                   |           |         |  |  | *    |  
|Barbara A. Gibson                                                        |  |                   |           |         |  |  | *    |  
|All current directors and executive
officers as a Group (8 persons) (13) |  |                   | 4,007,956  |         |  |  | 2.8  | %



---

*  Less than 1%

|   
|---
|(1)
|   
|(2)
|   
|(3)
|   
|(4)
|   
|(5)
|   
|(6)

9



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##### Table of Contents



|(7)  |  | Includes 848,500 shares beneficially owned by Mr. Slezak and 13,333
shares subject to options held by Mr. Slezak that are exercisable within
60 days of November 1, 2002.                                                                                                               
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(8)  |  | Represents 436,966 shares subject to options held by Mr. Ferrales that
are exercisable within 60 days of November 1, 2002.                                                                                                                                                              
|    
|(9)  |  | Includes 216,000 shares beneficially owned by Mr. Lee as well as 33,937
shares subject to options held by Mr. Lee that are exercisable within 60
days of November 1, 2002.                                                                                                              
|    
|(10) |  | Represents 172,272 shares subject to options held by Mr. Buckel that are
exercisable within 60 days of November 1, 2002.                                                                                                                                                                
|    
|(11) |  | Includes 12,000 shares owned by Mr. Balousek and 46,937 shares subject to
options held by Mr. Balousek that are exercisable within 60 days of
November 1, 2002.                                                                                                                         
|    
|(12) |  | Includes 10,000 shares subject to options held by Mr. Shapiro that are
exercisable within 60 days of November 1, 2002.                                                                                                                                                                  
|    
|(13) |  | Includes 2,731,456 shares subject to options held by all current
directors and executive officers as a group (8 persons) that are
exercisable within 60 days of November 1, 2002 and approximately 1,076,500
shares beneficially owned by all current directors and officers as a
group.

Item 13. Certain Relationships and Related Transactions

During the second quarter of the Companys fiscal year ending August 31,
2002, the Micron Technology Foundation, which beneficially owned approximately
43% of the Companys common stock, sold all of its shares of the Companys
common stock to the Company and third parties. In connection with such
transaction, the Company repurchased and retired approximately 5.8 million
shares of Company common stock formerly owned by the Foundation at an aggregate
cost of $7.3 million. The third-party purchasers included Robert T. Slezak, a
member of the Companys board of directors, who purchased 800,000 shares; Joel
J. Kocher, then the Companys Chairman and Chief Executive Officer, who
purchased 200,000 shares; Robert C. Lee, a member of the Companys board of
directors, who purchased 200,000 shares; and John B. Balousek, a member of the
Companys board of directors, who purchased 100,000 shares. All the purchasers agreed
to contractual limitations on resales, the last of which expires
December 31, 2002.

In December 1998, a predecessor (Interland-Georgia) to the Company
loaned $25,000, and in May 1999, Interland-Georgia loaned $200,000 to Kenneth
Gavranovic, one of its co-founders. Mr. Gavranovic was formerly the Vice
Chairman and Chief Technical Officer of the Company. This loan was evidenced
by a full-recourse promissory note that bore interest at the rate of 10% per
annum and was payable on demand when the Company became the payee of the loan
on August 6, 2001 in connection with the Companys acquisition of
Interland-Georgia. The notes were secured by a separate stock pledge
agreement, whereby Mr. Gavranovic pledged 432,000 shares of Interland-Georgia
common stock to secure his obligations. After giving effect to a subsequent
stock split and the conversion ratio for shares of Interland-Georgia that were
exchanged for Company common stock in connection with the acquisition of
Interland-Georgia, Mr. Gavranovic had approximately 371,952 shares of Company
common stock subject to the stock pledge agreement. The Company demanded
repayment of the notes from Mr. Gavranovic on October 26, 2001 and offered him
the opportunity to repay the notes through an exchange of the shares pledged
under the respective stock pledge agreements. Mr. Gavranovic accepted this
offer and repaid the total amount $218,259.18 in outstanding principal and
interest on the notes through an exchange of approximately 183,286 shares of
Company common stock (valued at the closing price of $1.54 on November 9,
2001). All of the notes between Mr. Gavranovic and the Company have been
satisfied in full and cancelled.

10



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##### Table of Contents






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: December 30, 2002 |  | By:            |  | /s/ Allen L. Shulman                                                                 
|                        |  |                |  |                                                                                      
|                        |  |                |  | Allen L. Shulman, Senior Vice President, Chief
Financial Officer, and General Counsel

11



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##### Table of Contents






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: December 30, 2002 |  | /s/ Joel J. Kocher                                          
|                        |  | Joel J. Kocher                                              
|                        |  |                                                             
|                        |  | Chairman of the Board, President and Chief Executive
Officer

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##### Table of Contents



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: December 30, 2002 |  | /s/ Allen L. Shulman                                               
|                        |  | Allen L. Shulman                                                   
|                        |  | Senior Vice President, Chief
Financial Officer, and General
Counsel

13