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                                                               EXHIBIT 4.05(a)


                                INTERLAND, INC.




                              STOCK INCENTIVE PLAN


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                               TABLE OF CONTENTS

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<S>                                                                                                              <C>
ARTICLE 1.  ESTABLISHMENT, PURPOSE, AND DURATION..................................................................1
                  1.1 Establishment of the Plan...................................................................1
                  1.2 Purpose of the Plan.........................................................................1
                  1.3 Duration of the Plan........................................................................1

ARTICLE 2.  DEFINITIONS...........................................................................................1

ARTICLE 3.  ADMINISTRATION........................................................................................4
                  3.1 The Committee...............................................................................4
                  3.2 Authority of the Committee..................................................................5
                  3.3 Decisions Binding...........................................................................5

ARTICLE 4.  SHARES SUBJECT TO THE PLAN............................................................................5
                  4.1 Number of Shares............................................................................5
                  4.2 Lapsed Awards...............................................................................6
                  4.3 Adjustments In Authorized Shares............................................................6

ARTICLE 5.  ELIGIBILITY AND PARTICIPATION.........................................................................6

ARTICLE 6.  STOCK OPTIONS.........................................................................................6
                  6.1 Grant of Options............................................................................6
                  6.2 Agreement...................................................................................7
                  6.3 Option Price................................................................................7
                  6.4 Duration of Options.........................................................................7
                  6.5 Exercise of Options.........................................................................7
                  6.6 Payment.....................................................................................7
                  6.7 Limited Transferability.....................................................................8
                  6.8 Shareholder Rights..........................................................................8

ARTICLE 7.  STOCK APPRECIATION RIGHTS.............................................................................8
                  7.1 Grants of SARs..............................................................................8
                  7.2 Duration of SARs............................................................................9
                  7.3 Exercise of SAR.............................................................................9
                  7.4 Determination of Payment of Cash and/or Common Stock Upon Exercise of SAR...................9
                  7.5 Nontransferability..........................................................................9
                  7.6 Shareholder Rights..........................................................................9

ARTICLE 8.  RESTRICTED STOCK; STOCK AWARDS.......................................................................10
                  8.1 Grants.....................................................................................10
                  8.2 Restricted Period; Lapse of Restrictions...................................................10
                  8.3 Rights of Holder; Limitations Thereon......................................................10
                  8.4 Delivery of Unrestricted Shares............................................................11
                  8.5 Nonassignability of Restricted Stock.......................................................11
</TABLE>


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<TABLE>
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ARTICLE 9.  PERFORMANCE SHARE AWARDS.............................................................................12
                  9.1 Award......................................................................................12
                  9.2 Earning the Award..........................................................................12
                  9.3 Payment....................................................................................12
                  9.4 Shareholder Rights.........................................................................12

ARTICLE 10.  DEFERRALS...........................................................................................13

ARTICLE 11.  RIGHTS OF EMPLOYEES.................................................................................13
                  11.1 Employment................................................................................13
                  11.2 Participation.............................................................................13

ARTICLE 12.  CHANGE IN CONTROL...................................................................................13
                  12.1 Definition................................................................................13
                  12.2 Limitation on Awards......................................................................14

ARTICLE 13.  AMENDMENT, MODIFICATION AND TERMINATION.............................................................14
                  13.1 Amendment, Modification and Termination...................................................14
                  13.2 Awards Previously Granted.................................................................15
                  13.3 Compliance With Code Section 162(m).......................................................15

ARTICLE 14.  WITHHOLDING.........................................................................................15
                  14.1 Tax Withholding...........................................................................15
                  14.2 Share Withholding.........................................................................15

ARTICLE 15.  INDEMNIFICATION.....................................................................................15

ARTICLE 16.  SUCCESSORS..........................................................................................16

ARTICLE 17.  LEGAL CONSTRUCTION..................................................................................16
                  17.1 Gender and Number.........................................................................16
                  17.2 Severability..............................................................................16
                  17.3 Requirements of Law.......................................................................16
                  17.4 Regulatory Approvals and Listing..........................................................16
                  17.5 Securities Law Compliance.................................................................16
                  17.6 Governing Law.............................................................................17
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                                INTERLAND, INC.

                              STOCK INCENTIVE PLAN

ARTICLE 1.  ESTABLISHMENT, PURPOSE, AND DURATION

         1.1 ESTABLISHMENT OF THE PLAN. Interland, Inc., a Georgia Corporation
(hereinafter referred to as the "COMPANY"), hereby establishes a stock option
and incentive award plan known as the "Interland, Inc. Stock Incentive Plan"
(the "PLAN"), as set forth in this document. The Plan permits the grant of
Incentive Stock Options, Nonqualified Stock Options, Restricted Stock, Stock
Awards, Performance Share Awards and Stock Appreciation Rights.

         The Plan shall become effective on the date it is approved by the
Board of Directors (the "EFFECTIVE DATE"), subject to approval of the Plan by
the Company's shareholders within the 12-month period immediately thereafter,
and shall remain in effect as provided in SECTION 1.3.

         1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to secure for the
Company and its shareholders the benefits of the incentive inherent in stock
ownership in the Company by employees, directors, and other persons who perform
services for the Company, who are responsible for its future growth and
continued success. The Plan promotes the success and enhances the value of the
Company by linking the personal interests of Participants (as defined below) to
those of the Company's shareholders, and by providing Participants with an
incentive for outstanding performance.

         The Plan is further intended to provide flexibility to the Company in
its ability to motivate, attract and retain the services of Participants upon
whose judgment, interest and special effort the successful conduct of its
operation largely depends.

         1.3 DURATION OF THE PLAN. The Plan shall commence on the Effective
Date, and shall remain in effect, subject to the right of the Board of
Directors to amend or terminate the Plan at any time pursuant to ARTICLE 13,
until the day prior to the tenth (10th) anniversary of the Effective Date.


ARTICLE 2.  DEFINITIONS

         Whenever used in the Plan, the following terms shall have the meanings
set forth below:

         (a)      "Agreement" means an agreement entered into by each
                  Participant and the Company, setting forth the terms and
                  provisions applicable to Awards granted to Participants under
                  this Plan.

         (b)      "Award" means, individually or collectively, a grant under
                  this Plan of Incentive Stock Options, Nonqualified Stock
                  Options, Restricted Stock, Stock Awards, Performance Share
                  Awards or Stock Appreciation Rights.

         (c)      "Beneficial Owner" or "Beneficial Ownership" shall have the
                  meaning ascribed to such term in Rule 13d-3 of the Exchange
                  Act.


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         (d)      "Board" or "Board of Directors" means the Board of Directors
                  of the Company.

         (e)      "Cause" means: (i) willful misconduct on the part of a
                  Participant that is materially detrimental to the Company; or
                  (ii) the conviction of a Participant for the commission of a
                  felony. The existence of "Cause" under either (i) or (ii)
                  shall be determined by the Committee. Notwithstanding the
                  foregoing, if the Participant has entered into an employment
                  agreement that is binding as of the date of employment
                  termination, and if such employment agreement defines
                  "Cause," and/or provides a means of determining whether
                  "Cause" exists, such definition of "Cause" and means of
                  determining its existence shall supersede this provision.

         (f)      "Code" means the Internal Revenue Code of 1986, as amended
                  from time to time, or any successor act thereto.

         (g)      "Committee" means the committee appointed to administer the
                  Plan with respect to grants of Awards, as specified in
                  Article 3, and to perform the functions set forth therein.

         (h)      "Common Stock" means the common stock of the Company, no par
                  value per share.

         (i)      "Company" means Interland, Inc., a Georgia corporation, or
                  any successor thereto as provided in ARTICLE 16.

         (j)      "Corresponding SAR" means an SAR that is granted in relation
                  to a particular Option and that can be exercised only upon
                  the surrender to the Company, unexercised, of that portion of
                  the Option to which the SAR relates.

         (k)      "Director" means any individual who is a member of the Board
                  of Directors of the Company.

         (l)      "Disability" shall have the meaning ascribed to such term in
                  the Company's long-term disability plan covering the
                  Participant, or in the absence of such plan, a meaning
                  consistent with Section 22(e)(3) of the Code.

         (m)      "Employee" means any employee of the Company or the Company's
                  Subsidiaries. Directors who are not otherwise employed by the
                  Company or the Company's Subsidiaries are not considered
                  Employees under this Plan.

         (n)      "Effective Date" shall have the meaning ascribed to such term
                  in SECTION 1.1.

         (o)      "Exchange Act" means the Securities Exchange Act of 1934, as
                  amended from time to time, or any successor act thereto.

         (p)      "Fair Market Value" shall be determined as follows:

                  (i)      If, on the relevant date, the Shares are traded on a
                           national or regional securities exchange or on The
                           Nasdaq Stock Market ("Nasdaq") and closing


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                           sale prices for the Shares are customarily quoted,
                           on the basis of the closing sale price on the
                           principal securities exchange on which the Shares
                           may then be traded or, if there is no such sale on
                           the relevant date, then on the immediately preceding
                           day on which a sale was reported;

                  (ii)     If, on the relevant date, the Shares are not listed
                           on any securities exchange or traded on Nasdaq, but
                           nevertheless are publicly traded and reported on
                           Nasdaq without closing sale prices for the Shares
                           being customarily quoted, on the basis of the mean
                           between the closing bid and asked quotations in such
                           other over-the-counter market as reported by Nasdaq;
                           but, if there are no bid and asked quotations in the
                           over-the-counter market as reported by Nasdaq on
                           that date, then the mean between the closing bid and
                           asked quotations in the over-the-counter market as
                           reported by Nasdaq on the immediately preceding day
                           such bid and asked prices were quoted; and

                  (iii)    If, on the relevant date, the Shares are not
                           publicly traded as described in (i) or (ii), on the
                           basis of the good faith determination of the
                           Committee.

         (q)      "Incentive Stock Option" or "ISO" means an option to purchase
                  Shares granted under ARTICLE 6 which is designated as an
                  Incentive Stock Option and is intended to meet the
                  requirements of Section 422 of the Code.

         (r)      "Initial Value" means, with respect to a Corresponding SAR,
                  the Option Price per share of the related Option, and with
                  respect to an SAR granted independently of an Option, the
                  Fair Market Value of one share of Common Stock on the date of
                  grant.

         (s)      "Insider" shall mean an Employee who is, on the relevant
                  date, an officer or a director, or a ten percent (10%)
                  beneficial owner of any class of the Company's equity
                  securities that is registered pursuant to Section 12 of the
                  Exchange Act or any successor provision, as "officer" and
                  "director" are defined under Section 16 of the Exchange Act.

         (t)      "Named Executive Officer" means a Participant who, as of the
                  date of vesting and/or payout of an Award is one of the group
                  of "covered employees," as defined in the regulations
                  promulgated under Code Section 162(m), or any successor
                  statute.

         (u)      "Nonqualified Stock Option" or "NQSO" means an option to
                  purchase Shares granted under ARTICLE 6, and which is not
                  intended to meet the requirements of Code Section 422.

         (v)      "Option" means an Incentive Stock Option or a Nonqualified
                  Stock Option.

         (w)      "Option Price" means the price at which a Share may be
                  purchased by a Participant pursuant to an Option, as
                  determined by the Committee.

         (x)      "Participant" means an Employee, a Director, or other person
                  who performs services for the Company or a Subsidiary, who
                  has been determined by the Committee to


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                  contribute significantly to the profits or growth of the
                  Company and who has been granted an Award under the Plan
                  which is outstanding.

         (y)      "Performance Share Award" means an Award, which, in
                  accordance with and subject to an Agreement, will entitle the
                  Participant, or his estate in the event of the Participant's
                  death, to receive cash, Common Stock or a combination
                  thereof.

         (z)      "Person" shall have the meaning ascribed to such term in
                  Section 3(a)(9) of the Exchange Act and used in Sections
                  13(d) and 14(d) thereof, including a "group" as defined in
                  Section 13(d) thereof.

         (aa)     "Retirement" shall mean retiring from employment with the
                  Company or any Subsidiary on or after attaining age 65.

         (bb)     "Restricted Stock" means an Award of Common Stock granted in
                  accordance with the terms of ARTICLE 8 and the other
                  provisions of the Plan, and which is nontransferable and
                  subject to a substantial risk of forfeiture. Shares of Common
                  Stock shall cease to be Restricted Stock when, in accordance
                  with the terms hereof and the applicable Agreement, they
                  become transferable and free of substantial risk of
                  forfeiture.

         (cc)     "SAR" means a stock appreciation right that entitles the
                  holder to receive, with respect to each share of Common Stock
                  encompassed by the exercise of such SAR, the amount
                  determined by the Committee and specified in an Agreement. In
                  the absence of such specification, the holder shall be
                  entitled to receive in cash, with respect to each share of
                  Common Stock encompassed by the exercise of such SAR, the
                  excess of the Fair Market Value on the date of exercise over
                  the Initial Value. References to "SARs" include both
                  Corresponding SARs and SARs granted independently of Options,
                  unless the context requires otherwise.

         (dd)     "Shares" means the shares of Common Stock of the Company
                  (including any new, additional or different stock or
                  securities resulting from the changes described in SECTION
                  4.3).

         (ee)     "Stock Award" means a grant of Shares under ARTICLE 8 that is
                  not generally subject to restrictions and pursuant to which a
                  certificate for the Shares is transferred to the Employee.

         (ff)     "Subsidiary" means any corporation, partnership, joint
                  venture or other entity in which the Company has a fifty
                  percent (50%) or greater voting interest.

ARTICLE 3.  ADMINISTRATION

         3.1 THE COMMITTEE. The Plan shall be administered by the Board of
Directors or by the Compensation Committee of the Board, or by any other
committee or subcommittee appointed by


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the Board that is granted authority to administer the Plan. The members of the
Committee shall be appointed from time to time by, and shall serve at the
discretion of the Board of Directors.

         3.2 AUTHORITY OF THE COMMITTEE. Subject to the provisions of the Plan,
the Committee shall have full power to select the Employees, Directors, and
other persons who perform services for the Company or a Subsidiary, who shall
participate in the Plan (who may change from year to year); determine the size
and types of Awards; determine the terms and conditions of Awards in a manner
consistent with the Plan (including conditions on the exercisability of all or
a part of an Option or SAR, restrictions on transferability and vesting
provisions on Restricted Stock or Performance Share Awards and the duration of
the Awards); construe and interpret the Plan and any agreement or instrument
entered into under the Plan; establish, amend or waive rules and regulations
for the Plan's administration; and (subject to the provisions of ARTICLE 13)
amend the terms and conditions of any outstanding Award to the extent such
terms and conditions are within the discretion of the Committee as provided in
the Plan, including accelerating the time any Option or SAR may be exercised
and establishing different terms and conditions relating to the effect of the
termination of employment or other services to the Company. Further, the
Committee shall make all other determinations which may be necessary or
advisable in the Committee's opinion for the administration of the Plan. All
expenses of administering this Plan shall be borne by the Company.

         3.3 DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders and
resolutions of the Board shall be final, conclusive and binding on all Persons,
including the Company, the shareholders, Employees, Participants and their
estates and beneficiaries.

ARTICLE 4.  SHARES SUBJECT TO THE PLAN

         4.1 NUMBER OF SHARES. Subject to adjustment as provided in SECTION
4.3, the total number of Shares available for grant of Awards under the Plan
shall be four million (4,000,000) Shares. The Shares may, in the discretion of
the Company, be either authorized but unissued Shares or Shares held as
treasury shares, including Shares purchased by the Company, whether on the
market or otherwise.

         The following rules shall apply for purposes of the determination of
the number of Shares available for grant under the Plan:

                  (a)      The grant of an Option, SAR, Stock Award, Restricted
                           Stock Award or Performance Share Award shall reduce
                           the Shares available for grant under the Plan by the
                           number of Shares subject to such Award.

                  (b)      While an Option, SAR, Stock Award, Restricted Stock
                           Award or Performance Share Award is outstanding, it
                           shall be counted against the authorized pool of
                           Shares, regardless of its vested status.

         4.2 LAPSED AWARDS. If any Award granted under this Plan is canceled,
terminates, expires or lapses for any reason, or if Shares are withheld in
payment of the Option Price or for withholding taxes, any Shares subject to
such Award or that are withheld shall again be available


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for the grant of an Award under the Plan. However, in the event that prior to
the Award's cancellation, termination, expiration or lapse, the holder of the
Award at any time received one or more "benefits of ownership" pursuant to such
Award (as defined by the Securities and Exchange Commission, pursuant to any
rule or interpretation promulgated under Section 16 of the Exchange Act), the
Shares subject to such Award shall not again be made available for regrant
under the Plan.

         4.3 ADJUSTMENTS IN AUTHORIZED SHARES AND AWARDS. In the event of a
corporate transaction involving the Company (including, without limitation, any
stock split, recapitalization, reorganization (whether or not such
reorganization comes within the definition of such term in Code Section 368),
merger, consolidation, separation, including a spin-off, other distribution of
stock or property of the Company, or any partial or complete liquidation of the
Company), the Committee, in its sole discretion, may make adjustments as it
determines to be appropriate and equitable to prevent dilution or enlargement
of rights, including but not limited to adjustment in the number and class of
Shares which may be delivered under the Plan, in the number and class of and/or
price of Shares subject to outstanding Awards granted under the Plan, and any
other adjustments as the Committee determines to be equitable; provided,
however, that the number of Shares subject to any Award shall always be a whole
number and the Committee shall make such adjustments as are necessary to insure
Awards of whole Shares.

ARTICLE 5.  ELIGIBILITY AND PARTICIPATION

         Any key Employee of the Company or any Subsidiary, including any such
Employee who is also a director of the Company or any Subsidiary, any
non-employee Director, and any other person who performs services for the
Company or a Subsidiary, whose judgment, initiative and efforts contribute or
may be expected to contribute materially to the successful performance of the
Company or any Subsidiary shall be eligible to receive an Award under the Plan.
In determining the individuals to whom such an Award shall be granted and the
number of Shares which may be granted pursuant to that Award, the Committee
shall take into account the duties of the respective individual, his or her
present and potential contributions to the success of the Company or any
Subsidiary, and such other factors as the Committee shall deem relevant in
connection with accomplishing the purpose of the Plan.

ARTICLE 6.  STOCK OPTIONS

         6.1 GRANT OF OPTIONS. Subject to the terms and provisions of the Plan,
Options may be granted to Participants at any time and from time to time as
shall be determined by the Committee. The Committee shall have discretion in
determining the number of Shares subject to Options granted to each
Participant. An Option may be granted with or without a Corresponding SAR. No
Participant may be granted ISOs (under the Plan and all other incentive stock
option plans of the Company and any Subsidiary) which are first exercisable in
any calendar year for Common Stock having an aggregate Fair Market Value
(determined as of the date an Option is granted) that exceeds $100,000. The
preceding annual limit shall not apply to NQSOs. The Committee may grant a
Participant ISOs, NQSOs or a combination thereof, and may vary such Awards
among Participants; provided that only an Employee may be granted ISOs. The
maximum number of


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Shares subject to Options which can be granted under the Plan during any
calendar year to any individual is 500,000 Shares.

         6.2 AGREEMENT. Each Option grant shall be evidenced by an Agreement
that shall specify the Option Price, the duration of the Option, the number of
Shares to which the Option pertains and such other provisions as the Committee
shall determine. The Option Agreement shall further specify whether the Award
is intended to be an ISO or an NQSO. Any portion of an Option that is not
designated as an ISO or otherwise fails or is not qualified as an ISO (even if
designated as an ISO) shall be a NQSO. If the Option is granted in connection
with a Corresponding SAR, the Agreement shall also specify the terms that apply
to the exercise of the Option and Corresponding SAR.

         6.3 OPTION PRICE. The Option Price for each grant of an ISO shall not
be less than one hundred percent (100%) of the Fair Market Value of a Share on
the date the Option is granted. In no event, however, shall any Participant who
owns (within the meaning of Section 424(d) of the Code) stock of the Company
possessing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company be eligible to receive an ISO at an Option
Price less than one hundred ten percent (110%) of the Fair Market Value of a
share on the date the ISO is granted. The Option Price for each grant of a NQSO
shall be established by the Committee and, in its discretion, may be less than
the Fair Market Value of a Share on the date the Option is granted.

         6.4 DURATION OF OPTIONS. Each Option shall expire at such time as the
Committee shall determine at the time of grant; provided, however, that no
Option shall be exercisable later than the tenth (10th) anniversary date of its
grant; provided, further, however, that any ISO granted to any Participant who
at such time owns (within the meaning of Section 424(d) of the Code) stock of
the Company possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company, shall not be exercisable later
than the fifth (5th) anniversary date of its grant.

         6.5 EXERCISE OF OPTIONS. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, including conditions related to
the employment of the Participant with the Company or any Subsidiary, which
need not be the same for each grant or for each Participant. Each Option shall
be exercisable for such number of Shares and at such time or times, including
periodic installments, as may be determined by the Committee at the time of the
grant. The Committee may provide in the Agreement for automatic accelerated
vesting and other rights upon the occurrence of a Change in Control of the
Company. Except as otherwise provided in the Agreement and ARTICLE 12, the
right to purchase Shares that are exercisable in periodic installments shall be
cumulative so that when the right to purchase any Shares has accrued, such
Shares or any part thereof may be purchased at any time thereafter until the
expiration or termination of the Option. The exercise or partial exercise of
either an Option or its Corresponding SAR shall result in the termination of
the other to the extent of the number of Shares with respect to which the
Option or Corresponding SAR is exercised.

         6.6 PAYMENT. Options shall be exercised by the delivery of a written
notice of exercise to the Company, setting forth the number of Shares with
respect to which the Option is to be


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<PAGE>   11


exercised, accompanied by full payment for the Shares. The Option Price upon
exercise of any Option shall be payable to the Company in full, either: (a) in
cash, (b) cash equivalent approved by the Committee, (c) if approved by the
Committee, by tendering previously acquired Shares (or delivering a
certification of ownership of such Shares) having an aggregate Fair Market
Value at the time of exercise equal to the total Option Price (provided that
the Shares which are tendered must have been held by the Participant for six
months [if required for accounting purposes] and for the period required by
law, if any, prior to their tender to satisfy the Option Price), or (d) by a
combination of (a), (b) and (c). The Committee also may allow cashless
exercises as permitted under Federal Reserve Board's Regulation T, subject to
applicable securities law restrictions, or by any other means which the
Committee determines to be consistent with the Plan's purpose and applicable
law.

         As soon as practicable after receipt of a written notification of
exercise and full payment, the Company shall deliver to the Participant, in the
Participant's name, Share certificates in an appropriate amount based upon the
number of Shares purchased under the Option(s), and may place appropriate
legends on the certificates representing such Shares.

         6.7 LIMITED TRANSFERABILITY. If permitted by the Committee in the
Agreement, a Participant may transfer an Option granted hereunder, including
but not limited to transfers to members of his or her Immediate Family (as
defined below), to one or more trusts for the benefit of such Immediate Family
members, or to one or more partnerships where such Immediate Family members are
the only partners, if (i) the Participant does not receive any consideration in
any form whatsoever for such transfer, (ii) such transfer is permitted under
applicable tax laws, and (iii) the Participant is an Insider, such transfer is
permitted under Rule 16b-3 of the Exchange Act as in effect from time to time.
Any Option so transferred shall continue to be subject to the same terms and
conditions in the hands of the transferee as were applicable to said Option
immediately prior to the transfer thereof. Any reference in any such Agreement
to the employment by or performance of services for the Company by the
Participant shall continue to refer to the employment of, or performance by,
the transferring Participant. For purposes hereof, "IMMEDIATE FAMILY" shall
mean the Participant and the Participant's spouse, children and grandchildren.
Any Option that is granted pursuant to any Agreement that did not initially
expressly allow the transfer of said Option and that has not been amended to
expressly permit such transfer, shall not be transferable by the Participant
other than by will or by the laws of descent and distribution and such Option
thus shall be exercisable in the Participant's lifetime only by the
Participant.

         6.8 SHAREHOLDER RIGHTS. No Participant shall have any rights as a
shareholder with respect to Shares subject to his Option until the issuance of
such Shares to the Participant pursuant to the exercise of such Option.

ARTICLE 7.  STOCK APPRECIATION RIGHTS

         7.1 GRANTS OF SARS. The Committee shall designate Participants to whom
SARs are granted, and will specify the number of Shares of Common Stock subject
to each grant. An SAR may be granted with or without a related Option. All SARs
granted under this Plan shall be subject to an Agreement in accordance with the
terms of this Plan. A payment to the Participant upon the exercise of a
Corresponding SAR may not be more than the difference between the Fair Market


                                      -8-
<PAGE>   12


Value of the Shares subject to the ISO on the date of grant and the Fair Market
Value of the Shares on the date of exercise of the Corresponding SAR. The
maximum number of Shares underlying SARs which can be awarded under the Plan
during any calendar year to any individual is 500,000 Shares.

         7.2 DURATION OF SARS. The duration of an SAR shall be set forth in the
Agreement as determined by the Committee. An SAR that is granted as a
Corresponding SAR shall have the same duration as the Option to which it
relates. An SAR shall terminate due to the Participant's termination of
employment at the same time as the date specified in ARTICLE 6 with respect to
Options, regardless of whether the SAR was granted in connection with the grant
of an Option.

         7.3 EXERCISE OF SAR. An SAR may be exercised in whole at any time or
in part from time to time and at such times and in compliance with such
requirements as the Committee shall determine as set forth in the Agreement;
provided, however, that a Corresponding SAR that is related to an Incentive
Stock Option may be exercised only to the extent that the related Option is
exercisable and only when the Fair Market Value of the Shares exceeds the
Option Price of the related ISO. An SAR granted under this Plan may be
exercised with respect to any number of wholes shares less than the full number
of shares for which the SAR could be exercised. A partial exercise of an SAR
shall not affect the right to exercise the SAR from time to time in accordance
with this Plan and the applicable Agreement with respect to the remaining
shares subject to the SAR. The exercise of either an Option or Corresponding
SAR shall result in the termination of the other to the extent of the number of
Shares with respect to which the Option or its Corresponding SAR is exercised.

         7.4 DETERMINATION OF PAYMENT OF CASH AND/OR COMMON STOCK UPON EXERCISE
OF SAR. At the Committee's discretion, the amount payable as a result of the
exercise of an SAR may be settled in cash, Common Stock, or a combination of
cash and Common Stock. A fractional share shall not be deliverable upon the
exercise of an SAR, but a cash payment shall be made in lieu thereof.

         7.5 NONTRANSFERABILITY. Each SAR granted under the Plan shall be
nontransferable except by will or by the laws of descent and distribution.
During the lifetime of the Participant to whom the SAR is granted, the SAR may
be exercised only by the Participant. No right or interest of a Participant in
any SAR shall be liable for, or subject to any lien, obligation or liability of
such Participant. A Corresponding SAR shall be subject to the same restrictions
on transfer as the ISO to which it relates.

         Notwithstanding the foregoing, if the Agreement so provides, a
Participant may transfer an SAR (other than a Corresponding SAR that relates to
an Incentive Stock Option) under the same rules and conditions as are set forth
in SECTION 6.7.

         7.6 SHAREHOLDER RIGHTS. No Participant shall have any rights as a
shareholder with respect to Shares subject to an SAR until the issuance of
Shares (if any) to the Participant pursuant to the exercise of such SAR.


                                      -9-
<PAGE>   13


ARTICLE 8.  RESTRICTED STOCK; STOCK AWARDS

         8.1 GRANTS. The Committee may from time to time in its discretion
grant Restricted Stock and Stock Awards to Participants and may determine the
number of Shares of Restricted Stock or Stock Awards to be granted. The
Committee shall determine the terms and conditions of, and the amount of
payment, if any, to be made by the Employee for such Shares or Restricted
Stock. A grant of Restricted Stock may, in addition to other conditions,
require the Participant to pay for such Shares of Restricted Stock, but the
Committee may establish a price below Fair Market Value at which the
Participant can purchase the Shares of Restricted Stock. Each grant of
Restricted Stock shall be evidenced by an Agreement containing terms and
conditions not inconsistent with the Plan as the Committee shall determine to
be appropriate in its sole discretion. The maximum number of Shares of Common
Stock or Restricted Stock which can be awarded under the Plan during any
calendar year to any individual is 500,000 Shares.

         8.2 RESTRICTED PERIOD; LAPSE OF RESTRICTIONS. At the time a grant of
Restricted Stock is made, the Committee shall establish a period or periods of
time (the "RESTRICTED PERIOD") applicable to such grant which, unless the
Committee otherwise provides, shall not be less than one year. Subject to the
other provisions of this ARTICLE 8, at the end of the Restricted Period all
restrictions shall lapse and the Restricted Stock shall vest in the
Participant. At the time a grant is made, the Committee may, in its discretion,
prescribe conditions for the incremental lapse of restrictions during the
Restricted Period and for the lapse or termination of restrictions upon the
occurrence of other conditions in addition to or other than the expiration of
the Restricted Period with respect to all or any portion of the Restricted
Stock. Such conditions may, but need not, include the following:

                  (a)      The death, Disability or Retirement of the Employee
                           to whom Restricted Stock is granted, or

                  (b)      The occurrence of a Change in Control (as defined in
                           SECTION 12.1).

The Committee may also, in its discretion, shorten or terminate the Restricted
Period, or waive any conditions for the lapse or termination of restrictions
with respect to all or any portion of the Restricted Stock at any time after
the date the grant is made.

         8.3 RIGHTS OF HOLDER; LIMITATIONS THEREON. Upon a grant of Restricted
Stock, a stock certificate (or certificates) representing the number of Shares
of Restricted Stock granted to the Participant shall be registered in the
Participant's name and shall be held in custody by the Company or a bank
selected by the Committee for the Participant's account. Following such
registration, the Participant shall have the rights and privileges of a
shareholder as to such Restricted Stock, including the right to receive
dividends, if and when declared by the Board of Directors, and to vote such
Restricted Stock, except that the right to receive cash dividends shall be the
right to receive such dividends either in cash currently or by payment in
Restricted Stock, as the Committee shall determine, and except further that,
the following restrictions shall apply:

                  (a)      The Participant shall not be entitled to delivery of
                           a certificate until the expiration or termination of
                           the Restricted Period for the Shares represented


                                     -10-
<PAGE>   14


                           by such certificate and the satisfaction of any and
                           all other conditions prescribed by the Committee;

                  (b)      None of the Shares of Restricted Stock may be sold,
                           transferred, assigned, pledged, or otherwise
                           encumbered or disposed of during the Restricted
                           Period and until the satisfaction of any and all
                           other conditions prescribed by the Committee; and

                  (c)      All of the Shares of Restricted Stock that have not
                           vested shall be forfeited and all rights of the
                           Participant to such Shares of Restricted Stock shall
                           terminate without further obligation on the part of
                           the Company, unless the Participant has remained an
                           employee of (or non-Employee Director of or active
                           consultant providing services to) the Company or any
                           of its Subsidiaries, until the expiration or
                           termination of the Restricted Period and the
                           satisfaction of any and all other conditions
                           prescribed by the Committee applicable to such
                           Shares of Restricted Stock. Upon the forfeiture of
                           any Shares of Restricted Stock, such forfeited
                           Shares shall be transferred to the Company without
                           further action by the Participant and shall, in
                           accordance with SECTION 4.2, again be available for
                           grant under the Plan. If the Participant paid any
                           amount for the shares of Restricted Stock that are
                           forfeited, the Company shall pay the Participant the
                           lesser of the Fair Market Value of the Shares on the
                           date they are forfeited or the amount paid by the
                           Participant.

         With respect to any Shares received as a result of adjustments under
SECTION 4.3 hereof and any Shares received with respect to cash dividends
declared on Restricted Stock, the Participant shall have the same rights and
privileges, and be subject to the same restrictions, as are set forth in this
ARTICLE 8.

         8.4 DELIVERY OF UNRESTRICTED SHARES. Upon the expiration or
termination of the Restricted Period for any Shares of Restricted Stock and the
satisfaction of any and all other conditions prescribed by the Committee, the
restrictions applicable to such Shares of Restricted Stock shall lapse and a
stock certificate for the number of Shares of Restricted Stock with respect to
which the restrictions have lapsed shall be delivered, free of all such
restrictions except any that may be imposed by law, to the holder of the
Restricted Stock. The Company shall not be required to deliver any fractional
Share but will pay, in lieu thereof, the Fair Market Value (determined as of
the date the restrictions lapse) of such fractional Share to the holder
thereof. Concurrently with the delivery of a certificate for Restricted Stock,
the holder shall be required to pay an amount necessary to satisfy any
applicable federal, state and local tax requirements as set out in ARTICLE 14
below.

         8.5 NONASSIGNABILITY OF RESTRICTED STOCK. Unless the Committee
provides otherwise in the Agreement, no grant of, nor any right or interest of
a Participant in or to, any Restricted Stock, or in any instrument evidencing
any grant of Restricted Stock under the Plan, may be assigned, encumbered or
transferred except, in the event of the death of a Participant, by will or the
laws of descent and distribution.


                                     -11-
<PAGE>   15


ARTICLE 9.  PERFORMANCE SHARE AWARDS

         9.1 AWARD. The Committee may designate Participants to whom
Performance Share Awards will be granted from time to time for no consideration
and specify the number of shares of Common Stock covered by the Award. No more
than 500,000 Performance Shares may be earned by any individual with respect to
any calendar year.

         9.2 EARNING THE AWARD. A Performance Share Award, or portion thereof,
will be earned, and the Participant will be entitled to receive Common Stock, a
cash payment or a combination thereof, only upon the achievement by the
Participant, the Company, or a Subsidiary of such performance objectives as the
Committee, in its discretion, shall prescribe on the date of grant. To the
extent required, the performance objectives applicable to Awards to Named
Executive Officers intended to qualify under Code Section 162(m) shall be
selected from among the following measures: return on equity or assets,
earnings per share, total earnings, earnings growth, return on capital, profit
before taxes, profit after taxes, economic value added and increase in Fair
Market Value of the Shares. The determination as to whether such objectives
have been achieved shall be made by the Committee, and such determination shall
be conclusive; provided, however, that the period in which such performance is
measured shall be at least one year.

         The Committee may in determining whether performance targets have been
met adjust the Company's financial results to exclude the effect of unusual
charges or income items or other events, including acquisitions or dispositions
of businesses or assets, restructurings, reductions in force, currency
fluctuations or changes in accounting, which are distortive of financial
results (either on a segment or consolidated basis); provided, that for
purposes of determining the Performance Share Awards of Named Executive
Officers, the Committee shall exclude unusual items whose exclusion has the
effect of increasing income or earnings if such items constitute "extraordinary
items" under generally accepted accounting principles or are significant
unusual items. In addition, the Committee will adjust its calculations to
exclude the effect on financial results of changes in the Code or other tax
laws, or the regulations relating thereto.

         9.3 PAYMENT. In the discretion of the Committee, the amount payable
when a Performance Share Award is earned may be settled in cash, by the grant
of Common Stock or a combination of cash and Common Stock. The aggregate Fair
Market Value of the Common Stock received by the Participant pursuant to a
Performance Share Award, together with any cash paid to the Participant, shall
be equal to the aggregate Fair Market Value, on the date the Performance Shares
are earned, of the number of Shares of Common Stock equal to each Performance
Share earned. A fractional Share will not be deliverable when a Performance
Share Award is earned, but a cash payment will be made in lieu thereof.

         9.4 SHAREHOLDER RIGHTS. No Participant shall have, as a result of
receiving a Performance Share Award, any rights as a shareholder until and to
the extent that the Performance Shares are earned and Common Stock is
transferred to such Participant. If the Agreement so provides, a Participant
may receive a cash payment equal to the dividends that would have been payable
with respect to the number of Shares of Common Stock covered by the Award
between (a) the date that the Performance Shares are awarded and (b) the date
that a transfer of Common Stock to the Participant, cash settlement, or
combination thereof is made pursuant to the


                                     -12-
<PAGE>   16


Performance Share Award. A Participant may not sell, transfer, pledge,
exchange, hypothecate, or otherwise dispose of a Performance Share Award or the
right to receive Common Stock thereunder other than by will or the laws of
descent and distribution. After a Performance Share Award is earned and paid in
Common Stock, a Participant will have all the rights of a shareholder with
respect to the Common Stock so awarded.

ARTICLE 10.  DEFERRALS

         The Committee may permit a Participant to defer to another plan or
program such Participant's receipt of Shares or cash that would otherwise be
due to such Participant by virtue of the exercise of an Option, the vesting of
Restricted Stock, or the earning of a Performance Share Award. If any such
deferral election is required or permitted, the Committee shall, in its sole
discretion, establish rules and procedures for such payment deferrals.

ARTICLE 11.  RIGHTS OF EMPLOYEES

         11.1 EMPLOYMENT. Nothing in the Plan shall interfere with or limit in
any way the right of the Company or a Subsidiary to terminate any Participant's
employment by, or performance of services for, the Company at any time, nor
confer upon any Participant any right to continue in the employ or service of
the Company or a Subsidiary. For purposes of the Plan, transfer of employment
of a Participant between the Company and any one of its Subsidiaries (or
between Subsidiaries) shall not be deemed a termination of employment.

         11.2 PARTICIPATION. No Employee shall have the right to be selected to
receive an Award under this Plan, or, having been so selected, to be selected
to receive a future Award.

ARTICLE 12.  CHANGE IN CONTROL

         12.1 DEFINITION. For purposes of the Plan, a "Change in Control" means
any of the following events:

                  (a)      The acquisition (other than from the Company) by any
                           Person of Beneficial Ownership of forty percent
                           (40%) or more of the combined voting power of the
                           Company's then outstanding voting securities;
                           provided, however, that for purposes of this Section
                           13.1, Person shall not include any person who on the
                           date hereof owns 10% or more of the Company's
                           outstanding securities, and a Change in Control
                           shall not be deemed to occur solely because forty
                           percent (40%) or more of the combined voting power
                           of the Company's then outstanding securities is
                           acquired by (i) a trustee or other fiduciary holding
                           securities under one or more employee benefit plans
                           maintained by the Company or any of its
                           subsidiaries, or (ii) any corporation, which,
                           immediately prior to such acquisition, is owned
                           directly or indirectly by the shareholders of the
                           Company in the same proportion as their ownership of
                           stock in the Company immediately prior to such
                           acquisition.


                                     -13-
<PAGE>   17


                  (b)      Approval by shareholders of the Company of (1) a
                           merger or consolidation involving the Company if the
                           shareholders of the Company, immediately before such
                           merger or consolidation do not, as a result of such
                           merger or consolidation, own, directly or
                           indirectly, more than fifty percent (50%) of the
                           combined voting power of the then outstanding voting
                           securities of the corporation resulting from such
                           merger or consolidation in substantially the same
                           proportion as their ownership of the combined voting
                           power of the voting securities of the Company
                           outstanding immediately before such merger or
                           consolidation, or (2) a complete liquidation or
                           dissolution of the Company or an agreement for the
                           sale or other disposition of all or substantially
                           all of the assets of the Company.

                  (c)      A change in the composition of the Board such that
                           the individuals who, as of the Effective Date,
                           constitute the Board (such Board shall be
                           hereinafter referred to as the "INCUMBENT BOARD")
                           cease for any reason to constitute at least a
                           majority of the Board; provided, however, for
                           purposes of this SECTION 12.1 that any individual
                           who becomes a member of the Board subsequent to the
                           Effective Date whose election, or nomination for
                           election by the Company's shareholders, was approved
                           by a vote of at least a majority of those
                           individuals who are members of the Board and who
                           were also members of the Incumbent Board (or deemed
                           to be such pursuant to this proviso) shall be
                           considered as though such individual were a member
                           of the Incumbent Board; but, provided, further, that
                           any such individual whose initial assumption of
                           office occurs as a result of either an actual or
                           threatened election contest (as such terms are used
                           in Rule 14a-11 of Regulation 14A promulgated under
                           the Exchange Act, including any successor to such
                           Rule), or other actual or threatened solicitation of
                           proxies or consents by or on behalf of a Person
                           other than the Board, shall not be so considered as
                           a member of the Incumbent Board.

         12.2 LIMITATION ON AWARDS. Notwithstanding any other provisions of the
Plan and unless provided otherwise in the Agreement, if the right to receive or
benefit from any Award under this Plan, either alone or together with payments
that a Participant has the right to receive from the Company or a Subsidiary,
would constitute a "parachute payment" (as defined in Section 280G of the
Code), all such payments shall be reduced to the largest amount that will
result in no portion being subject to the excise tax imposed by Section 4999 of
the Code.

ARTICLE 13.  AMENDMENT, MODIFICATION AND TERMINATION

         13.1 AMENDMENT, MODIFICATION AND TERMINATION. The Board may, at any
time and from time to time, alter, amend, suspend or terminate the Plan in
whole or in part; provided, that, unless approved by the holders of a majority
of the total number of Shares of the Company represented and voted at a meeting
at which a quorum is present, no amendment shall be made to the Plan if such
amendment would (a) materially modify the eligibility requirements provided in
ARTICLE 5; (b) increase the total number of Shares (except as provided in
SECTION 4.3) which may be


                                     -14-
<PAGE>   18


granted under the Plan; (c) extend the term of the Plan; or (d) amend the Plan
in any other manner which the Board, in its discretion, determines should
become effective only if approved by the shareholders even if such shareholder
approval is not expressly required by the Plan or by law.

         13.2 AWARDS PREVIOUSLY GRANTED. No termination, amendment or
modification of the Plan shall adversely affect in any material way any Award
previously granted under the Plan, without the written consent of the
Participant holding such Award. The Committee shall, with the written consent
of the Participant holding such Award, have the authority to cancel Awards
outstanding and grant replacement Awards therefor.

         13.3 COMPLIANCE WITH CODE SECTION 162(m). At all times when the
Committee determines that compliance with Code Section 162(m) is required or
desired, all Awards granted under this Plan to Named Executive Officers shall
comply with the requirements of Code Section 162(m). In addition, in the event
that changes are made to Code Section 162(m) to permit greater flexibility with
respect to any Award or Awards under the Plan, the Committee may, subject to
this ARTICLE 13, make any adjustments it deem appropriate.

ARTICLE 14.  WITHHOLDING

         14.1 TAX WITHHOLDING. The Company shall have the power and the right
to deduct or withhold, or require a Participant to remit to the Company, an
amount sufficient to satisfy federal, state and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any taxable event arising in connection with an Award under this Plan.

         14.2 SHARE WITHHOLDING. With respect to withholding required upon the
exercise of Options, or upon any other taxable event arising as a result of
Awards granted hereunder which are to be paid in the form of Shares,
Participants may elect, subject to the approval of the Committee, to satisfy
the withholding requirement, in whole or in part, by having the Company
withhold Shares having a Fair Market Value on the date the tax is to be
determined equal to the minimum statutory total tax which could be imposed on
the transaction. All elections shall be irrevocable, made in writing, signed by
the Participant, and elections by Insiders shall additionally comply with all
legal requirements applicable to Share transactions by such Participants.

ARTICLE 15.  INDEMNIFICATION

         Each person who is or shall have been a member of the Committee, or
the Board, shall be indemnified and held harmless by the Company against and
from any loss, cost, liability or expense that may be imposed upon or
reasonably incurred by him or her in connection with or resulting from any
claim, action, suit or proceeding to which he or she may be a party or in which
he or she may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him or her in
settlement thereof, with the Company's approval, or paid by him in satisfaction
of any judgment in any such action, suit or proceeding against him, provided he
shall give the Company an opportunity, at its own expense, to handle and defend
the same before he undertakes to handle and defend it on his own behalf. The
foregoing right of indemnification shall be in addition to any other rights of
indemnification to which such persons may be entitled


                                     -15-
<PAGE>   19


under the Company's Articles of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold
them harmless.

ARTICLE 16.  SUCCESSORS

         All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise, of all or substantially all of the business
and/or assets of the Company.

ARTICLE 17.  LEGAL CONSTRUCTION

         17.1 GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

         17.2 SEVERABILITY. If any provision of the Plan shall be held illegal
or invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if
the illegal or invalid provision had not been included.

         17.3 REQUIREMENTS OF LAW. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

         17.4 REGULATORY APPROVALS AND LISTING. The Company shall not be
required to issue any certificate or certificates for Shares under the Plan
prior to (i) obtaining any approval from any governmental agency which the
Company shall, in its discretion, determine to be necessary or advisable, (ii)
the admission of such shares to listing on any national securities exchange or
Nasdaq on which the Company's Shares may be listed, and (iii) the completion of
any registration or other qualification of such Shares under any state or
federal law or ruling or regulation of any governmental body which the Company
shall, in its sole discretion, determine to be necessary or advisable.

         Notwithstanding any other provision set forth in the Plan, if required
by the then-current Section 16 of the Exchange Act, any "derivative security"
or "equity security" offered pursuant to the Plan to any Insider may not be
sold or transferred for at least six (6) months after the date of grant of such
Award. The terms "equity security" and "derivative security" shall have the
meanings ascribed to them in the then-current Rule 16(a) under the Exchange
Act.

         17.5 SECURITIES LAW COMPLIANCE. With respect to Insiders, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the Exchange Act. To the extent any provisions of
the Plan or action by the Committee fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the Committee.


                                     -16-
<PAGE>   20


         17.6 GOVERNING LAW. To the extent not preempted by Federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Georgia.



         AS APPROVED BY THE BOARD OF DIRECTORS OF INTERLAND, INC. ON JULY 1,
1999.



                                              INTERLAND, INC.



                                              By: /s/ Kenneth Gavranovic
                                                 ------------------------------
                                                  Kenneth Gavranovic, President
                                     -17-