EXHIBIT 10.2

                             CONSIDERATION AGREEMENT

     This  is  the  Consideration  Agreement  (the  "Consideration   Agreement")
referenced  in that certain  AGREEMENT  AND PLAN OF MERGER  (this  "Agreement"),
dated as of May 19,  2006,  by and  among  Web  Source  Media,  LLC,  a  limited
liability  company  organized  under  the  laws  of  the  state  of  Texas  (the
"Company"), Marc Smith, as the representative of the Members of the Company (the
"Members' Representative"),  Web Astro Acquisition,  L.P., a limited partnership
organized  under the laws of the state of Delaware  ("Merger  Sub") and Web.com,
Inc., a Minnesota  corporation  ("WEB")  with  capitalized  terms not  otherwise
defined or limited herein having the meaning  provided thereto in the Agreement.
This  Consideration  Agreement is made  between  Merger Sub, WEB and each of the
Members who signs this Consideration Agreement.

     1. CONDITIONS.

     (a)  This  Consideration  Agreement  entitles  each  Member who signs it to
          receive  Consideration  to the  extent,  and in the  manner,  provided
          herein.

     (b)  No Member may receive Consideration including securities of WEB unless
          such Member also  executes  and  delivers  that  certain  Registration
          Rights Agreement contemplated in the Agreement within thirty (30) days
          after the Agreement Date.

     (c)  If  any  Member  does  not  execute  and  deliver  this  Consideration
          Agreement and the  Registration  Rights  Agreement  within thirty (30)
          days  after the  Agreement  Date,  such  Member  may not  receive  any
          Consideration  under this  Consideration  Agreement unless such Member
          signs  an  allonge  to  this  Consideration  Agreement,  in  form  and
          substance  acceptable to WEB, providing that (i) such Member agrees to
          perform  all  of  the  obligations  required  of  Members  under  this
          Consideration  Agreement,  (ii) such Member agrees to all of the terms
          and  conditions  of this  Consideration  Agreement,  (iii) such Member
          acknowledges  that  any  securities  issued  by  WEB  included  in the
          Consideration  will be unregistered and that Member will have no right
          to register such securities,  (iv) such Member agrees to reimburse WEB
          for its reasonable fees and expenses in preparing the allonge, and (v)
          such Member agrees to release and hold  harmless  WEB,  Merger Sub and
          the other Members in respect of all prior acts and omissions  taken or
          omitted by any of them prior to the date of such allonge.

     (d)  With  respect to any  Member who does not  execute  and  deliver  this
          Consideration  Agreement and the Registration  Rights Agreement within
          thirty  (30)  days  after  the  Agreement  Date,  WEB  will  hold  any
          disbursements  of Consideration to which such Member would be entitled
          (if such Member  satisfied  the  conditions  set forth in Section 1(c)
          above) in a separate  account  for a period of two (2) years with such
          Consideration  to be  disbursed to such Member if and when such Member
          satisfies the conditions in Section 1(c).

                                                                               1
<PAGE>

     (e)  By signing this Consideration  Agreement,  each Member hereby releases
          and    covenants    not    to    sue    Company     (including     its
          successors-in-interest)   and  each   other   Member  who  signs  this
          Consideration  Agreement,  in respect of any dispute, claim, breach of
          contract,  tort,  alleged  violation of the  Regulations  or any other
          cause of action  pertaining in any way to the Company,  the actions of
          the Company and the  Company's  Managers  taken prior to the Agreement
          Date.

     (f)  By signing this  Consideration  Agreement,  each Member  reaffirms the
          appointment of Marc Smith as the Member  Representative  and expressly
          acknowledges  those terms applicable to the Member  Representative  as
          set forth in Section 7(f) of the Agreement.

     2. REPRESENTATIONS AND WARRANTIES OF MEMBERS. Each Member hereby represents
and  warrants to Merger Sub and WEB, as of the  Agreement  Date,  as provided in
Section 4 of the Agreement.

     3. EARN-OUT CONSIDERATION.

     (a)  Reports.  For any Reporting Period in which any Consideration is to be
          disbursed,  WEB will provide a summary report to the Members that sets
          forth  the  gross  amount  of such  Consideration,  together  with the
          calculations   contemplated   by  this   Consideration   Agreement  in
          determining such Member's Portion.

     (b)  Kaufman Brothers Fees. For any Reporting Period in which Consideration
          (excluding any Minimum  Consideration) is to be disbursed (or upon the
          disbursement of any accelerated Consideration pursuant to Section 5 of
          this  Consideration  Agreement),  WEB will  calculate the value of the
          Consideration  in accordance  with that certain  engagement  agreement
          dated February 22, 2005 among the Company and Kaufman Bros.,  L.P. (as
          amended from time to time, the "Kaufman Fee  Agreement")  and disburse
          to Kaufman Bros.,  L.P., in cash, the amount required to be paid under
          the Kaufman Fee Agreement.

     (c)  Merit Financial Fees. For any Reporting Period in which  Consideration
          is to be  disbursed,  WEB will  deduct  from any cash  included in the
          Consideration an amount equal to the aggregate amount  previously paid
          by Merger Sub to Merit  Financial  in  respect of the Merit  Financial
          Fees to the extent not  previously  offset by a  deduction  under this
          subsection.

     (d)  Member Portions - Base Consideration and Growth Consideration. For any
          Reporting Period in which Base  Consideration or Growth  Consideration
          is to be  disbursed,  WEB will  deduct  from the cash  portion  of the
          Consideration the cash payments made pursuant to Sections 3(b) and (c)
          above and then disburse the remaining  Consideration to the Members in
          the following proportions:

                  MEMBER                            PERCENTAGE
                  ---------------------------- ----------------
                  Marc Smith                             39.51
                  Keith Hendrick                         22.66
                  Steve Kennedy                          17.86
                  Kathleen Smalley                       16.31
                  Ken Guidry                              3.16
                  Doug Fuqua                              0.50
                  ---------------------------- ----------------

                                                                               2
<PAGE>


     (e)  Adjustment to Member  Portions.  If any Member receives an accelerated
          disbursement   of   Consideration   pursuant  to  Section  5  of  this
          Consideration  Agreement,  (i) the table in  subsection  (d) above and
          subsection (e) below shall be adjusted so that the percentage ascribed
          to such  Member is  eliminated  and the  percentages  ascribed  to the
          remaining  Members are  increased,  in  proportion  to their  relative
          amounts,  so that the sum of the percentages of the remaining  Members
          is one hundred percent (100%),  and (ii) the amounts  disbursed in any
          Reporting  Period  subsequent  to  the  accelerated  disbursement  (in
          respect  of  Growth  Consideration,  Base  Consideration  and  Minimum
          Consideration)  are  reduced  by  the  amount  that  would  have  been
          disbursed to the Member who received the accelerated disbursement.  If
          any Member suffers a forfeiture of Consideration pursuant to Section 5
          of this Consideration Agreement, the table in subsection (d) above and
          subsection (e) below shall be adjusted so that the percentage ascribed
          to such  Member is  eliminated  and the  percentages  ascribed  to the
          remaining  Members are  increased,  in  proportion  to their  relative
          amounts,  so that the sum of the percentages of the remaining  Members
          is one hundred percent (100%).

     (f)  Minimum Consideration. For any month in which Minimum Consideration is
          to  be   disbursed,   WEB  will   disburse  the   applicable   Minimum
          Consideration to the Members in the following proportions:

                  MEMBER                           PERCENTAGE
                  ---------------------------- ---------------
                  Marc Smith                            39.51
                  Keith Hendrick                        22.66
                  Steve Kennedy                         17.86
                  Kathleen Smalley                      16.31
                  Ken Guidry                             3.16
                  Doug Fuqua                             0.50


     4.  MISCELLANEOUS.  The  provisions  of  Section  7 of  the  Agreement  are
incorporated  by this reference as if fully stated herein.  The address at which
each Member may receive notice under this  Consideration  Agreement is set forth
beneath the name of such Member on the signature page hereto.

     5.  ACCELERATION  OR  FORFEITURE  OF  DISBURSEMENTS.  With respect to those
Members who enter into Employment  Agreements (each, an "Employment  Agreement")
with WEB on the Agreement Date (each, an "Employed  Member"),  if WEB terminates
the  employment  of an Employed  Member  other than for "Cause" (as such term is
defined in the  applicable  Employment  Agreement),  or if the  Employed  Member

                                                                               3
<PAGE>

terminates  his  employment  for "Good  Reason"  (as such term is defined in the
applicable  Employment  Agreement)  WEB will disburse to such  Employed  Member,
within  thirty  (30)  days  after  the  termination  of  the  Employed   Member,
Consideration  equal  to (a)  100% of such  Member's  Portion  of the  remaining
Undisbursed  Base  Consideration  and (b) 75% of such  Member's  Portion  of the
remaining Undisbursed Growth Consideration, minus (c) a cash amount equal to the
cash amount  required to be paid to Kaufman  Brothers  pursuant to Section  3(b)
above.  If any Employed Member ceases to be employed by WEB for any reason other
than Good Reason,  death or Disability (as such capitalized terms are defined in
the  Employment  Agreement),  any  right  of such  Employed  Member  to  receive
Consideration  hereunder  will  terminate as of the of such Member's  employment
termination  and no  further  Consideration  will be  disbursed  to such  Member
pursuant to this Consideration Agreement.

     6. NO SIDE AGREEMENTS. Each Member agrees, for the duration of the Earn-out
Period,  to enter into no contract,  agreement or  understanding  with any other
Member, directly or through intermediaries, except any Agreement to which WEB is
a party or as to which WEB provides its prior written consent.

     7. LEGAL REPRESENTATION. The Company retained the legal services of Epstein
Becker Green Wickliff & Hall, P.C. (the "Firm") to provide legal  representation
in the negotiation and documentation of the transactions contemplated hereby. By
their respective  executions below,  each Member  acknowledges that the Firm has
not provided legal representation to the Members,  individually or collectively,
and each Member is encouraged to obtain their own legal counsel before executing
this Consideration Agreement, or any other agreement ancillary hereto, including
the Agreement.




                                                                               4
<PAGE>




IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the date
first above written.

MEMBERS:

/s/ Keith Hendrick                            /s/ Marc Smith
--------------------                          --------------------
Keith Hendrick                                Marc Smith

Keith Hendrick                                Marc Smith
507 Barkers Cove                              7506 Old Bridge Court
Houston, Texas 77079                          Sugar Land, TX 77479

/s/ Steve Kennedy                             /s/ Kathleen Smalley
--------------------                          --------------------
Steve Kennedy                                 Kathleen Smalley

Steve Kennedy                                 Kathleen Smalley
7510 Old Bridge Court                         2002 Verdant Valley
Sugar Land, TX 77479                          Sugar Land, TX 77479


--------------------                          --------------------
Ken Guidry                                    Doug Fuqua

Ken Guidry                                    Doug Fuqua
10102 Green Tree                              1915 Sutters Chase Dr
Houston, Texas 77042                          Sugar Land, TX 77479

                            MEMBERS' REPRESENTATIVE:

                                              /s/ Marc Smith
                                              --------------------
                                              Marc Smith


MERGER SUB:                                   WEB

WEB ASTRO ACQUISITION, L.P.                   Web.com, Inc.

By:  Web Astro GP, Inc.

By:         /s/ Jonathan B. Wilson            By:         /s/ Jonathan B. Wilson
            ----------------------                        ----------------------
Name:       Jonathan B. Wilson                Name:       Jonathan B. Wilson
Title:      Secretary                         Title:      Senior Vice President




                                                                               5