EXHIBIT 10.1


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED  EMPLOYMENT  AGREEMENT (this  "AGREEMENT") is made and
entered into by and between INTERLAND,  INC., a Minnesota corporation having its
principal  executive  offices  located at the business  address of 303 Peachtree
Center Avenue, Suite 500, Atlanta,  Georgia 30303 (the "COMPANY"),  and Allen L.
Shulman, an individual residing in Georgia ("EXECUTIVE").

WHEREAS,  Company  desires to employ  Executive as  President,  Chief  Operating
Officer and  Corporate  Secretary  as of April 5, 2005,  and whereas the parties
wish to establish  certain terms and  conditions of such  employment by entering
into this Agreement; and

WHEREAS,  Executive  desires  such  employment  with  Company  on the  terms and
conditions set forth in this Agreement; and

WHEREAS,  this AGREEMENT amends,  restates and replaces that certain  Employment
Agreement between Executive and Interland,  Inc., a Minnesota  corporation dated
on or  about  October  18,  2001  (as  amended  from  time  to  time,  the  "Old
Agreement"),  provided, however, that the Confidentiality,  Invention Assignment
and  Non-Competition  Agreement  signed by Executive on or about October 4, 2001
remains in full force and effect and is incorporated herein by this reference as
if fully stated herein;

NOW THEREFORE,  in  consideration  of the premises and the mutual  covenants and
agreements contained herein, the parties hereby agree as follows:

1.  Employment;  Regular  Compensation.  Company  agrees to employ  Executive as
President and Chief Operating Officer,  and Executive agrees to serve Company in
such capacity on the terms and conditions set forth in this  Agreement.  Company
shall pay Executive a base salary in such amount as the Board of Directors  (the
"Board") may determine (as determined from time to time, the "BASE SALARY"). The
Base Salary is expressed as an annual amount solely for reference purposes,  and
shall be payable to Executive on a bi-weekly  basis.  As of April 4, 2005,  such
amount is $305,000 per annum. In its sole discretion, but subject to Section 6.3
hereof, the Company may change Executive's compensation.

2. Effective Date; Indefinite Term.

     2.1 This Agreement  shall be deemed in full force and effect as of the date
     it is  executed  by the  parties  below,  along with the  execution  of any
     exhibits hereto;

     2.2 This Agreement has an indefinite  term, and  Executive's  employment by
     Company  hereunder  may be  terminated at will by either party at any time,
     with or without  Cause (as  defined in Section  6.1,  below) or any reason,
     voluntary  or  involuntary,  and  with or  without  prior  notice.  Certain
     provisions of this Agreement,  however,  as more fully set forth in Section
     5,  below,  provide  for the  payment of  benefits  to  Executive  upon the
     specified  circumstances  of  termination of  Executive's  employment  with

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     Company,  and certain  other  provisions,  as more fully set forth below in
     Section  11,  below,  may  continue  in  effect  beyond  the  date  of such
     termination.  Executive  expressly  acknowledges and agrees that employment
     with Company is on an "at will"  basis,  and that this  Agreement  does not
     provide a guarantee  of  continued  employment,  notwithstanding  any other
     provision in this Agreement.

3. Duties.  Executive shall report to Joel Kocher,  Chairman and Chief Executive
Officer,  or such other individual as may be designated from time to time by the
Chairman or the Board . Executive  shall  faithfully and diligently  perform all
such acts and duties, and furnish such services, as are assigned to Executive by
the Chairman,  the Board , or such other  individual as may be designated by the
Chairman or the BOARD.

4. Efforts;  Conflicts of Interest.  During  Executive's  employment by Company,
Executive  shall  devote his full  business  time and efforts to Company and its
business  during  normal  business  hours,  and shall  safeguard and promote its
lawful interests. During Executive's employment by Company, Executive shall not,
either  directly or indirectly,  engage in or enter into any business or perform
any  services for any other  person,  firm,  association,  or  corporation  that
conflicts  with  Executive's  efforts  to  Company  or with  Company's  business
interests, except for: (a) serving on the board of directors of any other entity
that is not in competition  with Company (subject to Company's  approval,  which
shall not be  unreasonably  withheld or  delayed);  (b)  activities  approved in
writing in advance by the  Chairman or the Board,  which  approval  shall not be
unreasonably withheld or delayed; or (c) passive investments in entities that do
not involve  Executive  providing  any advice or services to the  businesses  in
which  the  investments  are  made,  or which  do not  violate  Company  policy,
including  without  limitation  any policy  relating to conflicts of interest or
business ethics.

5. Benefits Upon Termination of Employment.

     5.1  By  Company  for  Cause  or  by  Executive  Without  Good  Reason.  If
     Executive's  employment  is terminated by Company for Cause or by Executive
     Without  Good Reason (as defined in Section  6.5,  below),  then  Company's
     obligation to pay  compensation  and benefits  under this  Agreement  shall
     immediately terminate, except that: (a) Company shall pay to Executive and,
     if applicable, Executive's heirs, any earned but unpaid Base Salary through
     such  termination  date; and (b) Company shall permit  Executive to receive
     continuation  of the  benefits as set forth in Section 5.5,  below,  to the
     extent  applicable.  Under  such  circumstances,  no  further  payments  or
     benefits  (except  as  otherwise  required  by law)  shall be  provided  to
     Executive.  The terms  "Cause" and  "Without  Good  Reason"  shall have the
     meaning set forth in Section 6, below.

     5.2 By  Company  for  Nonperformance  Due  to  Disability.  If  Executive's
     employment is terminated by Company for  Nonperformance  Due to Disability,
     then  Company's  obligation  to pay  compensation  and benefits  under this
     Agreement shall immediately  terminate,  except that: (a) Company shall pay
     to Executive and, if applicable,  Executive's  heirs, any earned but unpaid
     Base Salary  through  such  termination  date;  (b) Company  shall  provide
     Executive with such other  payments and benefits as may be permitted  under
     the  Company's  short-  or  long-term   disability  plans,  to  the  extent
     applicable,  and  subject  to the  terms  and  conditions  of  such  plans,
     including without limitation any eligibility requirements;  and (c) Company


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     shall permit Executive to receive continuation of the benefits as set forth
     in Section 5.5, below, to the extent applicable.  The term  "Nonperformance
     Due to Disability" shall have the meaning set forth in Section 6, below.

     5.3 By Company  Other Than for Cause or by Executive  for Good  Reason.  If
     Executive's  employment is terminated by Company other than for Cause or by
     Executive  for Good  Reason  (as  defined  in  Section  6.3,  below),  then
     Company's  obligation to pay compensation and benefits under this Agreement
     shall  immediately  terminate,  except  that:  (a)  Company  shall  pay  to
     Executive and, if applicable, Executive's heirs, any earned but unpaid Base
     Salary  through such  termination  date; (b) Company shall pay to Executive
     any  earned but  unpaid  incentive  compensation  or  bonuses  through  the
     termination  date,  subject  to the  terms of the  applicable  bonus  plan,
     including   without   limitation  any   eligibility   requirements  or  any
     limitations on such payment under  applicable law; (c) Company shall permit
     Executive to receive  continuation  of the benefits as set forth in Section
     5.5,  below,  to the  extent  applicable;  and  (d)  Company  shall  pay to
     Executive,  as  severance  benefits,  an amount  equal to 12 months of Base
     Salary (the "Severance Benefits").  The Severance Benefits shall be paid in
     a lump sum, as soon as practicable following such termination date, subject
     to the  following  conditions:  (x)  Executive  shall  execute  a  written,
     complete  waiver  and  release  of  all  claims  relating  to  Company,  or
     Executive's  employment by Company or any termination  thereof,  within any
     applicable  consideration  or  execution  periods  and  in a form  that  is
     acceptable  to Company;  and (y) subject to  confirmation  by Company  that
     Executive  does not later  revoke such waiver and release of claims  within
     any revocation period required by applicable law.

     5.4 Death of  Executive.  In the event of  Executive's  death,  Executive's
     employment  and  all  other  obligations   hereunder  shall   automatically
     terminate and the Company's  obligation  to pay  compensation  and benefits
     under this Agreement shall immediately terminate, except that Company shall
     pay to Executive's  estate:  (a) Executive's Base Salary through the end of
     the calendar  month in which  Executive's  death  occurs;  (b)  Executive's
     earned but unpaid  incentive  compensation  or bonuses  through the date of
     Executive's  death,  subject to the terms and  conditions of the applicable
     Bonus Plan,  including without  limitation any eligibility  requirements or
     any limitations on such payment under applicable law; and (c) Company shall
     permit  Executive's  heirs to receive  continuation  of the benefits as set
     forth in Section 5.5,  below,  to the extent  applicable and allowed by law
     and subject to the terms of such plans.

     5.5 Benefits  Continuation.  Upon  termination of  Executive's  employment,
     Company  shall permit  Executive  and, if  applicable,  Executive's  family
     members,  to continue to participate in Company's  employee benefits plans,
     to the extent  required  or allowed by law and subject to the terms of such
     plans and applicable law.

6. Definitions.

     6.1 "CAUSE" shall mean termination of Executive's employment by Company for
     one or more  of the  following  reasons:  (a)  Executive  has  breached  or
     threatens to breach a fiduciary  duty owed to Company;  (b)  Executive  has


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     engaged or  threatens to engage in  dishonesty,  fraud,  gross  negligence,
     willful  malfeasance  or other acts of  misconduct  in the  performance  of
     Executive's duties or during the course of Executive's employment; (c) upon
     the willful and  continued  failure by Executive  substantially  to perform
     Executive's duties with the Company (other than by reason of Nonperformance
     Due to Disability as defined below);  (d) Executive has willfully  violated
     or threatens to violate  Company  policies,  or has  willfully  violated or
     threatens  to violate  any law,  rule or  regulation  (other  than  traffic
     violations or similar offenses) which result in material injury to Company;
     or (e) Executive has violated or threatens to violate the terms of Sections
     4, 7, or 8 of this Agreement or the material  terms of the  Confidentiality
     and  Non-Competition  Agreement,  or any  other  material  breach  of  this
     Agreement.

     6.2  "DISABILITY"  shall  have the  meaning  ascribed  to such  term or its
     variations,  such as "Disabled," in Company's long-term disability plan, or
     in the absence of such plan, a meaning  consistent  with the  definition of
     permanent  and total  disability  under  Section  22(e)(3) of the  Internal
     Revenue Code of 1986, as amended.

     6.3 "GOOD REASON"  shall mean that one or more of the following  events has
     occurred and, after giving Company  written notice of the occurrence and of
     Executive's  intention to resign from employment and Company not curing the
     event within 30 days of receipt of such written  notice:  (a) a substantial
     adverse  change  in  Executive's   duties  or   responsibilities,   without
     Executive's  consent (a change to any title  other than to Chief  Financial
     Officer shall be deemed a "substantial adverse change");  (b) any reduction
     in Executive's  Base Salary (at the annualized rate then in effect) without
     Executive's  consent prior to April 4, 2006; (c) any reduction  after April
     4, 2006 in Executive's  Base Salary (at the annualized rate then in effect)
     without Executive's consent in excess of 15% cumulatively; (d) a relocation
     of Executive's  principal place of employment by more than a 50 mile radius
     surrounding Atlanta,  Georgia,  without Executive's consent.  Additionally,
     "GOOD  REASON"  shall also mean the  resignation  by  Executive at any time
     during  the  thirty-day  period  following  that  date  which  is 270  days
     following the election of a new Chief Executive Officer of the Company.

     6.4  "NONPERFORMANCE  DUE TO  DISABILITY"  shall mean  that,  if because of
     Disability,  Executive  is unable to perform  the  essential  functions  of
     Executive's job, with or without reasonable accommodation,  for a period of
     30 consecutive days in any calendar year.

     6.5  "WITHOUT  GOOD  REASON"  shall  mean  termination  or  resignation  of
     Executive's employment by Executive other than for Good Reason.

7.  Non-Disparagement.  Executive shall not at anytime make false, misleading or
disparaging   statements  about  the  Company,   its  parent,   subsidiaries  or
affiliates,  including any of their products, services,  management,  directors,
officers, employees, and customers.

8. Confidential Information and Covenants Not to Compete. The parties agree that
Executive's  services to Company are of a unique value and that confidential and


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proprietary information about Company has been or will be obtained by, disclosed
or otherwise made  available to Executive as a result of Executive's  employment
with Company.  Accordingly, as a condition to Executive's employment,  Executive
and  Company  haveentered  into a  Confidentiality,  Invention  Assignment,  and
Non-Competition Agreement. .

9. Dispute resolution  process.  All disputes between Executive and Company that
otherwise could be resolved in court shall be resolved  instead by the following
alternative dispute resolution process (the "PROCESS").

     9.1  Disputes  Covered.  This  Process  applies  to  all  disputes  between
     Executive  and Company,  including  those arising out of or related to this
     Agreement or

     Executive's employment by Company. Disputes subject to this Process include
     but are not limited to pay disputes,  contract  disputes,  legal  disputes,
     wrongful  termination  disputes,  and  discrimination,  harassment or civil
     rights disputes.  This Process applies to disputes  Executive may have with
     Company  and also  applies  to  disputes  Executive  may  have  with any of
     Company's employees or agents so long as the person with whom Executive has
     the  dispute is also bound by or  consents to this  Process.  This  Process
     applies  regardless  of when the  dispute  arises and will remain in effect
     after Executive's employment with Company ends, regardless of the reason it
     ends. This Process does not apply, however, to any workers' compensation or
     unemployment  compensation  claims,  to the  extent  applicable  under  the
     circumstances.

     9.2  Negotiation  and Mediation.  Executive and Company agree to attempt to
     resolve all disputes first by direct  negotiations.  If direct negotiations
     are not successful,  the parties shall then use mediation. They shall first
     attempt to agree upon a mediator.  If unable to agree upon a mediator,  the
     parties shall request and conduct mediation under the American  Arbitration
     Association's  National  Rules for the  Resolution of Employment  Disputes.
     Unless  otherwise  agreed by the parties,  any mediation  sessions shall be
     held in Atlanta,  Georgia.  Temporary or interim  injunctive  relief may be
     sought without mediating first. Any failure to mediate shall not affect the
     validity of an arbitration award or the obligation to arbitrate.

     9.3  Arbitration.  If the dispute is not resolved  through  negotiation and
     mediation,  the  parties  shall  request,  and  either  party  may  demand,
     arbitration  pursuant to the American  Arbitration  Association's  National
     Rules for the Resolution of Employment Disputes. Unless otherwise agreed by
     the parties, any arbitration hearing shall be held in Atlanta, Georgia. The
     decision of the arbitrator shall be final and binding on the parties and on
     all persons and entities claiming through the parties.  Submission of their
     dispute to  arbitration  shall be the  exclusive  means for  resolving  the
     dispute,  to the  exclusion  of any trial by a court or jury.  All disputes
     that are not resolved by agreement  (in  mediation or  otherwise)  shall be
     determined by binding arbitration.

     9.4  Injunctive  Relief.  Either  party may  request a court to issue  such
     temporary or interim relief  (including  temporary  restraining  orders and
     preliminary  injunctions)  as may be  appropriate,  either  before or after


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     mediation or  arbitration  is commenced.  The  temporary or interim  relief
     shall remain in effect pending the outcome of mediation or arbitration.  No
     such  request  shall be a waiver  of the  right to submit  any  dispute  to
     mediation or arbitration.

     9.5  Employment  Status.  This  Process  does not  affect the status of the
     employment  relationship  between  the  parties,  which as stated  above in
     Section 2.2 shall be "at will;" nor does this Process  guarantee  continued
     employment by the Company, require discharge only for cause, or require any
     particular corrective action or discharge procedures.

10.  Notification.  Executive  hereby  authorizes  the  Company,  or  any of its
employees or designated representatives or counsel, to notify Executive's actual
or future employers or any governmental agency of any terms of this Agreement or
the   Confidentiality    and    Non-Competition    Agreement   and   Executive's
responsibilities or obligations hereunder.

11. Severability;  Survival of Provisions.  If any part of this Agreement or any
part of the Confidentiality  and Non-Competition  Agreement is held by any legal
authority  to be  unenforceable  or is  severed  by  any  legal  authority,  the
remainder of such  agreement  shall be enforced to the maximum extent allowed by
applicable law.  Certain  provisions of this Agreement,  including  confidential
information and covenants not to compete (Section 8), dispute resolution process
(Section 9),  notification  (Sections 10 and 21), and governing law (Section 18)
of  this  Agreement,  and  all of the  provisions  of  the  Confidentiality  and
Non-Competition  Agreement,  shall survive  after any such legal  determination,
after  Executive's  employment by Company ends regardless of the reason it ends,
and  shall be  enforceable  regardless  of any such  determination  or any claim
Executive may have against Company.

12. Relief for Breach.  Because any breach or threatened  breach by Executive of
Sections  4,  7,  and  8  of  this  Agreement  or  of  the  Confidentiality  and
Non-Competition  Agreement  would result in continuing  material and irreparable
harm to Company,  and because it would be difficult or  impossible  to establish
the full monetary value of such damage,  Company shall be entitled to injunctive
relief  in the  event of any such  breach or  threatened  breach  by  Executive.
Injunctive  relief is in  addition  to any  other  available  remedy,  including
termination of this Agreement and damages. In the event of any threatened breach
of this Agreement by Executive,  Company may suspend any payment of Base Salary,
incentives,  bonuses, Severance Benefits and other compensation due to Executive
under this  Agreement  and,  if  Executive  has  breached  this  Agreement,  any
remaining  amounts to be paid under this  Agreement  shall be forfeited.  In the
event of any  breach or  threatened  breach by either  party  which  results  in
court-ordered  relief,  the breaching  party shall  reimburse the  non-breaching
party for its reasonable  attorneys' fees and other expenses  incurred to obtain
such relief.

13. Waiver.  No waiver of any provision of this Agreement  shall be valid unless
in  writing,  signed  by the  party  against  whom the  waiver  is  sought to be
enforced.  The waiver of any breach of this  Agreement or failure to enforce any
provision of this Agreement shall not waive any later breach.



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14.  Binding  Effect.  This  Agreement  is binding  upon the  parties  and their
personal representatives, heirs, successors and permitted assigns.

15. Counterparts.  This Agreement may be executed in any number of counterparts,
each of which  shall be an  original  and all of which,  taken  together,  shall
constitute a single agreement.

16. Complete  Agreement.  This Agreement,  together with the Confidentiality and
Non-Competition  Agreement, is the final and complete expression of the parties'
agreement  relating to Executive's  employment by the Company.  Without limiting
the  foregoing,  this Agreement  replaces and  supersedes  any prior  employment
agreements  between  Executive  and  Company,   or  its  parent,   subsidiaries,
predecessors or affiliates, and each party to this Agreement hereby releases and
holds  harmless the other party from any  obligations  or liability with respect
thereto.  The parties acknowledge and agree that they are not entering into this
Agreement in reliance on anything not set out in this Agreement.  This Agreement
shall control over any inconsistent  policies or procedures of Company affecting
Executive's  employment,  whether in effect now or adopted later,  but Company's
policies and procedures  that are  consistent  with this  Agreement,  whether in
effect now or adopted later, shall apply to Executive's  employment according to
the terms thereof.

17.  Payroll  Withholding.  All  payments of Base Salary,  incentives,  bonuses,
Severance Benefits and other compensation  payable to Executive pursuant to this
Agreement or otherwise shall be subject to the customary  withholding for income
taxes as determined  appropriate  by the Company,  and shall be subject to other
withholdings or deductions as required with respect to such compensation paid by
a corporation to any employee.

18.  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
accordance  with the laws of the State of Georgia,  without giving effect to the
provisions thereof relating to choice of laws. Each party hereby irrevocably (a)
consents  to the  jurisdiction  and venue for any  legal  action  with the state
courts in Fulton County,  Georgia and federal courts in the Northern District of
Georgia, Atlanta Division, unless injunctive relief is sought by Company and, in
Company's  judgment,  that relief might not be effective unless obtained in some
other venue;  and (b) waives any  jurisdictional  defenses  (including  personal
jurisdiction  and venue) to any such action.  These  provisions  do not give any
party a right to proceed in court in violation of the Dispute Resolution Process
under Section 9, above.

19.  Successors  And  Assigns.  All  rights  and  duties of  Company  under this
Agreement  shall be  binding  on and  inure to the  benefit  of its  successors,
assigns or any  company  which  purchases  or  otherwise  acquires  it or all or
substantially  all of its operating  assets by any method.  This Agreement shall
not be assignable by Executive  other than the right to receive  benefits  being
passed by will or by the laws of descent and distribution.

20.  Amendment.  This  Agreement  contains  the entire  agreement of the parties
relating to the subject matter and may not be amended except by an instrument in
writing  signed by both parties;  it shall not be amended orally or by course of
dealing.


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21. Notices.  All notices required or permitted under this Agreement shall be in
writing and may be personally  served or mailed by registered or certified  U.S.
mail, postage prepaid and addressed as follows:

If to Company:  Interland,  Inc. 303 Peachtree  Center Avenue Suite 500 Atlanta,
Georgia 30303

If to Executive:  Allen Shulman 303 Peachtree Center Avenue,  Suite 500 Atlanta,
Georgia 30303 (or the  Executive's  last-known  home address as reflected in the
Company's payroll records).

Any of the  above  addresses  may be  changed  at any  time by  notice  given as
provided  above;  provided,  however,  that any such notice of change of address
shall be effective  only upon  receipt.  All notices,  requests or  instructions
given in accordance  herewith shall be deemed  received on the date of delivery,
if hand delivered or telecopied,  and 3 business days after the date of mailing,
if mailed by registered or certified mail, return receipt requested.


EXECUTIVE                                   INTERLAND, INC.

/s/ Allen L. Shulman                        /s/ Jonathan B. Wilson
--------------------------------            ------------------------------------
Signature                                   Signature

4/8/05                                      April 8, 2005
--------------------------------            ------------------------------------
Date                                        Date

                                            Jonathan B. Wilson
Allen L. Shulman                            Vice President & General Counsel
--------------------------------            ------------------------------------
Printed Name                                Printed Name


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