EXHIBIT 10.1

                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT, dated as of May 19, 2006 (this "Agreement"),
is by and  among  WEB.COM,  INC.,  a  corporation  organized  under  the laws of
Minnesota  ("WEB"),  Marc Smith and Keith  Hendrick  as  representatives  of the
Investors (the  "Stockholders'  Representatives")  and each of the other parties
set  forth  on  the  signature  pages  hereto  (each  of  whom,   together  with
Stockholders'  Representatives  may  sometimes  be  referred  to  herein  as and
"Investor" or the "Investors").

                              W I T N E S S E T H:

     WHEREAS,  pursuant to the terms of the Agreement and Plan of Merger,  dated
as of the date hereof  (the  "Merger  Agreement"),  WebSource  Media,  LLC ("Web
Source") is merging with, and into, Web Astro  Acquisition,  L.P. ("Merger Sub")
and Merger  Sub will be the  surviving  entity in that  merger  and,  Investors'
membership  interests in Web Source are being  replaced  with a right to receive
the Consideration (as such term is defined in the Merger Agreement; and

     WHEREAS,  the  Consideration  includes one million  five  hundred  thousand
shares (the  "Unrestricted  Shares") of WEB's Common  Stock,  par value $.01 per
share  ("Common  Stock") and warrants for the purchase of one million  shares of
Common Stock (the  "Reserved  Shares") at an exercise price of $6 per share (the
"Warrants") and WEB has agreed to give the Investors certain registration rights
with respect to such two million five hundred thousand shares.

     NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants and agreements  hereinafter set forth, the parties hereto hereby agree
as follows:

                                   ARTICLE 1
                            GLOSSARY OF DEFINED TERMS

     1.1. Definitions.  Capitalized terms used herein and not defined shall have
the  meanings  given  to them in the  Merger  Agreement.  As  used  herein,  the
following  capitalized terms shall have the following meanings (terms defined in
the singular to have the same meanings when used in the plural and vice versa):

     "Holder" shall mean the beneficial owner of WEB's Common Stock.

     "NASDAQ" shall mean the NASDAQ National Market, on which WEB's Common Stock
is traded.

     "Registrable  Securities"  shall  mean  the  Unrestricted  Shares  and  the
Reserved  Shares  acquired  by any  Holder at any time  pursuant  to the  Merger
Agreement  but shall not  include  any  shares of Common  Stock  which have been
either sold by a Holder pursuant to an effective  registration statement or Rule
144 of the Securities Act, or which are no longer outstanding.

     1.2. Additional Definitions.  The following terms defined elsewhere in this
Agreement shall have the respective meanings therein defined:


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          Term                                Section No.
          ----                                -----------
          "Agreement"                         Caption
          "Exchange Act"                      2.4
          "Indemnitee"                        3.1
          "WEB"                               Caption
          "WEB Indemnified Parties"           3.2
          "Long-Form Registration"            2.1(b)(ii)
          "Losses"                            3.1(a)
          "Reserved Shares"                   Preamble
          "SEC"                               2.4
          "Short-Form Registration"           2.1(b)(ii)
          "Stockholders' Representative"      Caption
          "Suspension Period"                 2.8
          "Termination Date"                  2.3(a)(i)
          "Unrestricted Shares"               Preamble
          "Warrants"                          Preamble

                                   ARTICLE 2
                               REGISTRATION RIGHTS

     2.1.   Securities   Subject   to  this   Registration   Rights   Agreement;
Registration.

          (a)  Securities.  The  securities  entitled  to the  benefits  of this
Agreement are the Registrable Securities.

          (b) Registration.

               (i) No later than forty-five (45) days following the date hereof,
WEB will file a registration statement on Form S-3 that includes the Registrable
Securities  as part of a  shelf-registration  pursuant  to Rule  415  under  the
Securities Act; provided however, that such 45-day period may be extended to the
extent of any delay in the  receipt of the  questionnaires  from the  Holders as
required by Section 2.6.

               (ii) In the event  that WEB is unable to include  any  portion of
the Registrable  Securities in a Form S-3 registration  statement then, no later
than twenty (20) days after each date of issuance of any Unrestricted  Shares or
Warrants, as the case may be, which cannot be so included, WEB shall file a Form
S-4 or  similar  short  form or  "evergreen"  registration  statement  (each,  a
"Short-Form  Registration") covering all such shares which it could not include.
If a Short-Form  Registration  is not available to WEB,  then it shall  promptly
prepare  and  file  a  registration   statement  on  Form  S-1  or  any  similar
registration statement ("Long-Form Registration") in the United States under the
Securities Act for the registration thereunder of any and all of the Registrable
Securities  and WEB shall use  commercially  reasonable  efforts  to cause  such
registration   statement  to  become  effective.   WEB  shall  include  in  such
registration  statement all  Registrable  Securities not  previously  registered
under this Section 2.1. The right granted  hereunder  shall not  terminate  with
respect to any Registrable  Securities  transferred in accordance with the terms
hereof.

               (iii)  The  Stockholders'   Representatives   and  the  Investors
acknowledge  that, in connection  with any  registration  statement that WEB may
file  pursuant to this  Agreement,  certain other  shareholders  of WEB may have
piggyback  registration rights or other rights to include themselves as "selling
shareholders" in such registration statement.

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     2.2. Information. As a condition to the inclusion of a Holder's Registrable
Securities in any registration statement, such Holder will furnish in writing to
WEB such  information with respect to such Holder as is required to be disclosed
in the  registration  statement  (and the  prospectus  included  therein) by the
applicable rules,  regulations and guidelines of the SEC. Failure of a Holder to
furnish such  information  shall not affect the  obligation of WEB under Section
2.1 to the remaining Holders of Registrable Securities.

     2.3. Procedure. WEB will, at its own expense:

          (a)  Prepare  and  file  with  the  SEC a  registration  statement  or
registration statements (or amendments thereto) with respect to such Registrable
Securities and endeavor to cause such  registration  statement(s)  to become and
remain  effective until five (5) years from the date on which such  registration
statement first becomes effective (the "Termination Date").

          (b)  Prepare  and  file  with  the  SEC  such  amendments   (including
post-effective amendments) and supplements to such registration statement(s) and
the prospectus(es) used in connection therewith as may be necessary to keep such
registration  statement(s)  effective  during all periods and to comply with the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
Registrable  Securities  covered  by such  registration  statement(s)  until the
Termination Date or (x) in the event that the registration statement(s) is filed
on Form S-1, or similar  Long-Form  Registration,  for a period of three  months
from  the  date  of its  effectiveness,  or (y) in the  event  the  registration
statement(s)  is  filed  on Form  S-3 or  similar  Short-Form  Registration  and
constitute  a "shelf  registration  statement"  pursuant  to Rule 415  under the
Securities Act, for such time until all of such Registrable Securities have been
disposed of in accordance with the intended methods of disposition by the seller
or sellers thereof set forth in such registration statement(s), until all of the
Registrable  Securities covered thereby cease to be Registrable  Securities,  or
for such  shorter  period of time as to which the  Stockholders'  Representative
shall consent.

          (c) Furnish to each Holder of Registrable Securities to be included in
any  such  registration,  without  charge,  (A) a copy of the  order  of the SEC
declaring such registration  statement and any post-effective  amendment thereto
effective,  (B) such reasonable  number of conformed copies of such registration
statement  and of each  such  amendment  and  supplement  thereto  (in each case
including any documents incorporated therein by reference and all exhibits), (C)
such  reasonable  number  of  copies  of the  prospectus  included  in any  such
registration  statement  (including such preliminary  prospectus and any summary
prospectus),  in conformity with the requirements of the Securities Act, and (D)
such  other  documents  as such  Holder  may  reasonably  request  in  order  to
facilitate the disposition of the Registrable Securities owned by such Holder.

          (d) Use its best  efforts  to  register  or qualify  such  Registrable
Securities covered by such registration statement(s) under such other securities
or blue sky laws of such  jurisdictions  as a Holder shall  reasonably  request,
keep each such registration or qualification (or exemption  therefrom) effective
for the period required pursuant to Section 2.3(a)(ii) above, and do any and all
other acts and things that may be  reasonably  necessary  or advisable to enable
such Holders to consummate the disposition of the Registrable  Securities  owned
by such Holder,  in such  jurisdictions  within such time periods (other than in
any  jurisdiction  where WEB would be required  to execute a general  consent to
service of process where it has not already filed such consent).

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          (e) Use its best  efforts to prevent  the  issuance  of any stop order
suspending the effectiveness of such registration statement(s),  or of any order
suspending or  preventing  the use of any related  prospectus or suspending  the
qualification  (or  exemption  from  qualification)  of  any  equity  securities
included in such registration statement(s) for sale in any jurisdiction, and, if
such order is issued,  use its best  efforts  to obtain the  withdrawal  of such
order at the earliest possible moment.

          (f) Use its best efforts to cause such Registrable  Securities covered
by such  registration  statement(s)  to be  registered  with or approved by such
other  governmental  agencies or  authorities  as may be necessary to enable the
Holders  or  Investors  to  consummate  the  disposition  of  such   Registrable
Securities and keep each such registration or approval  effective for the period
required pursuant to Section 2.3(a)(ii) above.

          (g) Immediately  notify each Holder of Registrable  Securities covered
by such  registration  statement(s),  at any  time  when a  prospectus  relating
thereto is required to be delivered  under the Securities  Act, of any event the
happening  of which  results in the  prospectus  included  in such  registration
statement(s)  including an untrue  statement  of a material  fact or omitting to
state any material fact  required to be stated  therein or necessary to make the
statements  therein  not  misleading  in the  light  of the  circumstances  then
existing,  and,  at the  request  of any such  Holder,  prepare  and  deliver  a
reasonable  number of copies of an amended or supplemental  prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such Registrable
Securities,  such prospectus shall not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements  therein not misleading in the light of the circumstances
then existing.

          (h) Otherwise  comply with all applicable rules and regulations of the
SEC.

          (i) Promptly  inform each Holder of Registrable  Securities of any and
all correspondence between WEB and the SEC with respect to such registration.

          (j) Cause  those  Registrable  Securities  being  registered  and sold
pursuant to this  Agreement to be listed on NASDAQ or such other  national stock
exchange or trading  system on which WEB's Common Stock is listed for trading in
the United States and for which the Registrable Securities are then eligible for
listing.

     2.4. Rule 144. WEB covenants that it will timely file all reports  required
to be filed by it under the Securities  Act and the  Securities  Exchange Act of
1934, as amended (the "Exchange Act"), and the rules and regulations  adopted by
the Securities and Exchange Commission ("SEC") thereunder, and it will take such
further action as a Holder of Registrable Securities may reasonably request, all
to the  extent  required  from  time to  time  to  enable  such  Holder  to sell
Registrable  Securities without registration under the Securities Act within the
limitation of the exemptions  provided by (i) Rule 144 under the Securities Act,
as such Rule may be  amended  from  time to time,  or (ii) any  similar  rule or
regulation  hereafter  adopted  by the SEC.  Upon  the  request  of a Holder  of
Registrable  Securities,  WEB will deliver to such holder a written statement as
to whether it has complied with such requirements.

     2.5. Expenses.  As to all registrations under this Section 2, WEB shall pay
all costs,  fees and expenses  incident to the performance and compliance by WEB
with this Registration Rights Agreement,  including without limitation,  (A) all
registration  and  filing  fees  (including  fees  payable to  NASDAQ);  (B) all
printing  expenses;  (C) all fees and  disbursements  of counsel and independent


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public  accountants for WEB; (D) all blue sky fees and expenses  (including fees
and expenses of counsel in connection  with blue sky surveys);  (E) all transfer
taxes;  (F) the  entire  expense  of any audits  incident  to such  registration
required by the rules and  regulations of the SEC; (G) the cost of  distributing
the  prospectuses  in  preliminary  and  final  form as well as any  supplements
thereto;  (H)  internal  expenses  of  WEB,  reasonable  messenger,   telephone,
duplication,  word  processing  and  delivery  expenses  incurred  by WEB in the
performance of its obligations  hereunder,  but excluding  underwriting fees and
commissions  incurred  by the  Holders of the  Registrable  Securities;  and (I)
reimbursement of attorneys' fees on behalf of the Stockholders'  Representatives
but only to the extent of ten thousand dollars ($10,000).

     2.6.  Holders'  Requirements.  In connection  with the  registration of any
Registrable  Securities  pursuant  to any  registration  statement,  each of the
Holders shall:

          (a) within ten (10) days of the date  hereof,  complete and deliver to
WEB a selling security holder  questionnaire to include the information required
under Section 2.2 hereof.

          (b) if  notified  by WEB  of  any  event  as a  result  of  which  the
prospectus included in such registration  statement contains an untrue statement
of  material  fact or omits to state a  material  fact,  or of any stop order or
other  order  suspending  the  effectiveness  of  such  registration  statement,
immediately  discontinue any sale or other disposition of Registrable Securities
pursuant to such  registration  statement  until the filing of an  amendment  or
supplement to the registration  statement or the withdrawal or the stop order or
such other order;

          (c)  deliver  a  prospectus  to  the  purchaser  of  such  Registrable
Securities;

          (d)  promptly  notify WEB when such  Holder has sold such  Registrable
Securities; and

          (e) promptly notify WEB in the event that any information  supplied by
such Holder in writing for inclusion in such  registration  statement or related
prospectus  or any  document  referred  to therein is untrue or omits to state a
material  fact  required  to  be  stated  therein  or  necessary  to  make  such
information not misleading.

     2.7. Black-Out Period. Each Holder of Registrable  Securities agrees not to
effect any offer or sale of  Registrable  Securities,  if so requested by WEB in
connection with any proposal or plan by WEB to engage in any material  financing
or material  acquisition or disposition by WEB or any subsidiary  thereof of the
capital stock or substantially all the assets of any other person (other than in
the ordinary course of business), any tender offer or any merger, consolidation,
corporate reorganization,  strategic partnership arrangement or restructuring or
other similar transaction material to WEB and its subsidiaries taken as a whole,
provided WEB has made the same request of all of its officers and directors,  as
well. The period during which WEB fails to keep a shelf  registration  statement
effective and usable for resales of Registrable Securities,  or pursuant to this
Section 2.7 requires that the Holders of Registrable Securities not effect sales
of  Registrable  Securities  pursuant  to a  shelf  registration  statement,  or
otherwise,  is hereafter referred to as the "Suspension  Period." The Suspension
Period  shall  not  exceed  twenty  (20)  days,  or  with  the  consent  of  the
Stockholders'  Representative,  sixty (60) days, and WEB shall have the right to
call for only two such Suspension Periods in any twelve (12) month period,  even
if a Suspension Period shall be less than sixty (60) days.  Notwithstanding  the
foregoing,  each Holder agrees to refrain from selling or otherwise disposing of
any Registrable  Securities in violation of WEB's Insider Trading Policy, a copy
of which is  attached  hereto as Exhibit A and as the same may be in effect from

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time to time.  Periods  during which the Holder cannot trade due to the Holder's
status as an  insider  of WEB  under the  Insider  Trading  Policy  shall not be
counted for purposes of the length of a Suspension Period.

                                   ARTICLE 3
                                 INDEMNIFICATION

     3.1.  General.  WEB  will,  and it hereby  agrees  to,  indemnify  and hold
harmless,  to the extent  permitted by law, each Holder  owning any  Registrable
Securities covered by such registration  statement,  its directors and officers,
employees or agents, each other person who participates as an underwriter in the
offering or sale of such securities and each other person,  if any, who controls
such Holder or any such  underwriter  within the meaning of the  Securities  Act
(each, an "Indemnitee"), as follows:

          (a)  against  any and all loss,  liability,  claim,  damage or expense
whatsoever including, without limitation,  expenses contemplated by subparagraph
(iii)  below  (collectively,  "Losses")  arising  out of or based upon an untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
registration  statement (or any amendment or supplement thereto),  including all
documents  incorporated  therein  by  reference,  or other  document  related to
compliance,  or the omission or alleged  omission  therefrom of a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading, or arising out of an untrue statement or alleged untrue statement of
a material fact  contained in any  preliminary  prospectus or prospectus (or any
amendment or supplement  thereto) or the omission or alleged omission  therefrom
of a  material  fact  necessary  in  order to make the  statements  therein  not
misleading  or any violation (or alleged  violation)  of the  Securities  Act or
other securities laws in connection with any such registration or compliance;

          (b) against any and all Losses to the extent of the  aggregate  amount
paid in  settlement of any  litigation,  or  investigation  or proceeding by any
governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue  statement  or omission,  or any such alleged  untrue
statement or omission,  if such  settlement is effected with the written consent
of WEB; and

          (c)  against  any  and all  expenses  reasonably  incurred  by them in
connection with investigating, preparing or defending against any litigation, or
investigation  or proceeding by any  governmental  agency or body,  commenced or
threatened,  or any claim  whatsoever  based upon any such untrue  statement  or
omission,  or any such alleged untrue statement or omission,  to the extent that
any such expense is not paid under subparagraph (a) or (b) above

provided, however, that this indemnity does not apply to any Loss incurred by an
Indemnitee,  to the extent arising out of an untrue  statement or alleged untrue
statement  or  omission  or  alleged  omission  made  in  reliance  upon  and in
conformity with written information furnished to WEB by or on behalf of any such
Indemnitee  expressly for use in the preparation of any  registration  statement
(or any amendment  thereto) or any preliminary  prospectus or prospectus (or any
amendment or supplement  thereto) such information to include but not be limited
to the questionnaire  referenced in Section 2.2 hereof;  and provided,  further,
that WEB will not be liable to any person who  participates as an underwriter in
the offering or sale of Registrable  Securities or any other person, if any, who
controls such  underwriter  within the meaning of the Securities  Act, under the
indemnity  agreement  in  this  Section  3.1  with  respect  to any  preliminary
prospectus or final  prospectus or final  prospectus as amended or supplemented,
as the case may be,  to the  extent  that any such Loss of such  underwriter  or


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controlling  person results from the fact that such underwriter  offered or sold
Registrable  Securities  to a person to whom there was not sent or given,  at or
prior to the written  confirmation of such sale, a copy of the final  prospectus
or of the final  prospectus as then amended or  supplemented,  whichever is most
recent, if WEB has previously furnished copies thereof to such underwriter. Such
indemnity shall survive the transfer of such securities by such Indemnitee.

     3.2.  Indemnification  by Holders.  Each Holder of  Registrable  Securities
participating  in any  registration  hereunder  shall severally and not jointly,
indemnify and hold harmless,  to the fullest  extent  permitted by law, WEB, its
directors,  officers,  employees,  affiliates  and  agents,  and each Person who
controls  WEB (within the meaning of the  Securities  Act)  (collectively,  "WEB
Indemnified  Parties")  against all losses,  claims,  damages,  liabilities  and
expenses, joint or several (including reasonable fees of counsel and any amounts
paid in settlement effected with such Holder's consent,  which consent shall not
be  unreasonably  delayed or  withheld) to which any WEB  Indemnified  Party may
become  subject  under the  Securities  Act, the Exchange Act, any other federal
law,  any state or common  law or  otherwise,  insofar as such  losses,  claims,
damages,  liabilities or expenses (or actions or proceedings,  whether commenced
or  threatened,  in respect  thereof) are caused by (i) any untrue  statement or
alleged  untrue  statement  of a material  fact  contained  in any  Registration
Statement in which such  Holder's  Registrable  Securities  were included or the
omission or alleged  omission to state  therein a material  fact  required to be
stated therein or necessary to make the statements therein not misleading;  (ii)
any untrue statement or alleged untrue statement of a material fact contained in
any preliminary,  final or summary prospectus any statement or alleged statement
in or  omission  or  alleged  omission  from such  registration  statement,  any
preliminary,  final or summary  prospectus  (as amended or  supplemented  if WEB
shall  have filed  with the  Commission  any  amendment  thereof  or  supplement
thereto),  or the omission or alleged  omission to state therein a material fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading,  and in the cases  described in clauses (i) and (ii) of this Section
3.2,  to the  extent,  but only to the extent,  that such  untrue  statement  or
omission is  contained  in any  information  furnished in writing by such Holder
relating  to  such  Holder  specifically  stating  that  it is  for  use  in the
preparation of the documents described in such clauses (i) and (ii) and WEB does
not  know,  at the  time  such  information  is  included  in  the  Registration
Statement, prospectus, preliminary prospectus, amendment or supplement that such
information  is false or  misleading;  (iii) any violation by such Holder of the
Securities  Act,  the Exchange  Act, any other  federal law, any state or common
law, or any rule or regulation  promulgated thereunder applicable to such Holder
and relating to action of or inaction by such Holder in connection with any such
registration; and (iv) with respect to any preliminary prospectus delivered in a
non-underwritten offering, the fact that such Holder sold Registrable Securities
to a person  to whom  there  was not sent or given,  at or  before  the  written
confirmation  of such sale, a copy of the  prospectus  (excluding  the documents
incorporated  by reference) or of the prospectus as then amended or supplemented
(excluding documents  incorporated by reference) if WEB has previously furnished
copies  thereof to such Holder in compliance  with this  Agreement and the loss,
claim,  damage,  liability or expense of such WEB Indemnified Party results from
an untrue  statement  or omission  of a material  fact  relating to  information
provided by such  Holder  contained  in such  preliminary  prospectus  which was
corrected in the  prospectus  (or the  prospectus  as amended or  supplemented);
provided,  however,  that the  liability  of such Holder  under this Section 3.2
shall be limited to the net  proceeds  received by such  Holder in the  offering
giving rise to such liability.  Such indemnity  obligation  shall remain in full
force and effect  regardless  of any  investigation  made by or on behalf of WEB

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Indemnified Parties (except as provided above) and shall survive the transfer of
such securities by such Holder.

     3.3.  Actions.  Promptly after receipt by an indemnified party hereunder of
written notice of the commencement of any action or proceeding involving a claim
referred  to in this  Article  3, such  indemnified  party  will,  if a claim in
respect thereof is to be made against an indemnifying party, give written notice
to  such  indemnifying  party  of the  commencement  of such  action;  provided,
however,  that the failure of any  indemnified  party to give notice as provided
herein shall not relieve the  indemnifying  party of its obligations  under this
Article 3, except to the extent that the indemnifying  party has been materially
prejudiced  by such failure to give  notice.  In case any such action is brought
against an indemnified  party,  unless in such  indemnified  party's  reasonable
judgment a conflict  of  interest  between  such  indemnified  and  indemnifying
parties may exist in respect of such claim (in which case the indemnifying party
shall not be liable for the fees and  expenses  of more than one firm of counsel
in  addition  to  appropriate   local  counsel   chosen  by  the   Stockholders'
Representative,  or more  than  one  firm of  counsel  for the  underwriters  in
connection with any one action or separate but similar or related actions),  the
indemnifying party will be entitled by giving written notice of its intention to
do so  within 20 days of the date it  receives  notice  of such  claim  from the
indemnified  party to participate in and to assume the defense thereof,  jointly
with any other indemnifying party similarly notified,  to the extent that it may
wish with counsel  reasonably  satisfactory to such indemnified party, and after
notice from the indemnifying  party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party for any legal or other expenses  subsequently incurred by such
indemnified  party  in  connection  with the  defense  thereof  unless:  (i) the
indemnifying  party  agrees  to  pay  such  fees  and  expenses;   or  (ii)  the
indemnifying  party fails  promptly to assume and/or to vigorously  maintain the
defense  of such  proceeding  or fails to employ  counsel  satisfactory  to such
indemnified party; or (iii) the named parties to any such proceeding  (including
any impleaded  parties) include both such indemnified party and the indemnifying
party or an affiliate of the  indemnifying  party,  and there may be one or more
defenses  available  to such  indemnified  party that are in addition  to, or in
conflict  with,  those  available  to the  indemnifying  party or  affiliate  or
controlling  person (in which case,  if such  indemnified  party,  notifies  the
indemnifying  party in writing that it elects to employ separate  counsel at the
expense of the indemnifying  party,  the  indemnifying  party shall not have the
right to assume the  defense of such  proceeding  on behalf of such  indemnified
party), it being understood,  however, that the indemnifying party shall not, in
connection with any one such proceeding or separate but substantially similar or
related  proceedings  in the same  jurisdiction  arising out of the same general
allegations or  circumstances,  be liable for the fees and expenses of more than
one separate firm of attorneys  (together with appropriate local counsel) at any
time for such indemnified party. If any Holder(s) is the indemnified party, then
the  Stockholders'  Representative  shall be  authorized  to take all actions on
behalf of any such Holder(s)  under this Section 3.3 and it shall receive copies
of all notices to any Holder hereunder.

     3.4. Underwriter Indemnification. WEB and each Holder including Registrable
Securities on a registration statement shall provide for the foregoing indemnity
(with appropriate  modifications) in any underwriting  agreement with respect to
any required registration or other qualification of securities under any federal
or state law or regulation of any governmental authority.

                                      -8-
<PAGE>

     3.5. Contribution.  In order to provide for just and equitable contribution
in circumstances under which the indemnity  contemplated by Article 3 is for any
reason  not  available  (or  not  sufficient  to  hold  such  indemnified  party
harmless),  the  parties  required  to  indemnify  by the  terms  thereof  shall
contribute  to the  aggregate  Losses  incurred  by the  indemnified  party.  In
determining  the amounts which the respective  parties shall  contribute,  there
shall  be  considered  the  relative  fault of WEB on the one  hand,  and of the
indemnified or  indemnifying  party,  on the other hand, in connection  with the
actions,  statements  or omissions  that  resulted in such Losses,  the parties'
relative knowledge and access to information  concerning the matter with respect
to which the claim was  asserted,  the  opportunity  to correct  and prevent any
statement or omission and any other equitable  considerations  appropriate under
the  circumstances.  The  relative  fault  of WEB,  on the one  hand,  and of an
indemnified or  indemnifying  party,  on the other hand,  shall be determined by
reference to, among other things, whether any action in question,  including any
untrue or alleged  untrue  statement  of a material  fact or omission or alleged
omission to state a material  fact has been taken by, or relates to  information
supplied by, WEB or by an  indemnified  or  indemnifying  party and the parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent  any such  action,  statement  or  omission;  provided,  that no  Holder
indemnified  party shall be required to  contribute  any amount in excess of the
amount such indemnified  party would have been required to pay to an indemnified
party if the indemnity under Article 3 were available.  WEB and each such Holder
agree with each other and the  underwriters  of the Registrable  Securities,  if
requested by such underwriters,  that it would not be equitable if the amount of
such  contribution were determined by pro rata or per capita allocation (even if
the  underwriters  were  treated  as one  entity  for such  purpose)  or for the
underwriters'  portion of such  contribution  to exceed the percentage  that the
underwriting  discount  bears  to  the  initial  public  offering  price  of the
Registrable  Securities  or any other  method that does not take  account of the
equitable  considerations  referred  to in this  Section.  For  purposes of this
Section 3.5, each person, if any, who controls an underwriter within the meaning
of Section 15 of the Securities  Act shall have the same rights to  contribution
as such  underwriter,  and each  director and each officer of WEB who signed the
registration statement, and each person, if any, who controls WEB or a seller of
Registrable  Securities  within the meaning of Section 15 of the  Securities Act
shall  have  the  same  rights  to  contribution  as WEB or a  Holder  including
Registrable Securities on a registration statement, as the case may be.

                                   ARTICLE 4
                                  MISCELLANEOUS

     4.1. Liability; Injunctive Relief. Except as otherwise provided herein, the
termination of Agreement shall not relieve any party of any liability for breach
of this Agreement prior to the date of  termination.  Each of the parties hereto
waives their right to punitive, consequential or exemplary damages for breach of
this  Agreement  by the other party.  Moreover,  each party shall be entitled to
injunctive or other equitable relief to enjoin any termination of this Agreement
not in accordance with the terms hereof or to require any other party to perform
its obligations hereunder.

     4.2.  Assignment.  No party  hereto  may assign or  transfer  its rights or
obligations  arising under this Agreement,  without the prior written consent of
the other parties hereto.

     4.3.   Notices.   All  notices,   claims,   waivers,   consents  and  other
communications  provided  for herein  shall be in writing and shall be deemed to
have been duly given if personally  delivered,  sent by facsimile  transmission,
mailed, registered or certified mail, return receipt requested,  postage prepaid


                                      -9-
<PAGE>

or by reputable overnight delivery service (a) if to WEB, to it at 303 Peachtree
Center Avenue, Fifth Floor, Atlanta,  Georgia 30303, attention:  Chief Executive
Officer, telecopier number (404) 260-2681, with a copy to its General Counsel at
the same office.  If to the  Investors,  to them c/o Investors  Representatives,
WebSource Media, 10375 Richmond Drive,  Houston,  Texas 77042 with copies (which
shall not constitute notice), to Darryl M. Burman, Epstein Becker Green Wickliff
& Hall,  P.C., Wells Fargo Plaza,  1000 Louisiana,  Suite 5400,  Houston,  Texas
77002 or, as to any party,  at such other address as shall be designated by such
party in a notice to the  other  parties  hereto  given in  accordance  with the
provisions of this Section 4.3. All notices and other  communications  hereunder
shall be deemed to have been duly given when sent by overnight mail, on the next
Business  Day,  when  transmitted  by  telecopier,  upon  receipt of  electronic
confirmation of receipt,  or personally  delivered on the day sent or delivered,
or, in the case of a mailed notice, two (2) Business Days after the date mailed,
in each case  when  sent,  delivered  or mailed  to the  intended  recipient  as
aforesaid.

     4.4. Choice of Law; Submission to Jurisdiction; Jury Waiver. This Agreement
shall be governed  and  construed  in  accordance  with the laws of the State of
Georgia,  without regard to any applicable  principles of conflicts of law. EACH
PARTY TO THIS  AGREEMENT  HEREBY  IRREVOCABLY  AGREES  THAT ANY LEGAL  ACTION OR
PROCEEDING  ARISING  OUT OF OR  RELATING  TO  THIS  AGREEMENT,  THE  TRANSACTION
DOCUMENTS,  THE  REGISTRABLE  SECURITIES OR ANY OTHER  AGREEMENT OR  TRANSACTION
CONTEMPLATED  HEREBY SHALL ONLY BE BROUGHT IN THE COURTS OF THE STATE OF GEORGIA
OR OF THE UNITED  STATES OF AMERICA  FOR THE  NORTHERN  DISTRICT  OF GEORGIA AND
HEREBY  EXPRESSLY  SUBMITS TO THE EXCLUSIVE  PERSONAL  JURISDICTION AND VENUE OF
SUCH COURTS FOR THE PURPOSES  THEREOF AND EXPRESSLY WAIVES ANY CLAIM OF IMPROPER
VENUE AND ANY CLAIM  THAT SUCH  COURTS  ARE AN  INCONVENIENT  FORUM.  EACH PARTY
HEREBY   IRREVOCABLY   CONSENTS  TO  THE  SERVICE  OF  PROCESS  OF  ANY  OF  THE
AFOREMENTIONED  COURTS IN ANY SUCH SUIT,  ACTION OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,  TO ITS ADDRESS
SET FORTH IN SECTION 4.3,  SUCH  SERVICE TO BECOME  EFFECTIVE 10 DAYS AFTER SUCH
MAILING.

     4.5.  Entire  Agreement;   Amendment;   Waiver.  This  Registration  Rights
Agreement and other agreements  between the parties referred to herein,  contain
the entire  understanding  between the  parties  hereto  concerning  the subject
matter  hereof and  supersedes  any and all prior  representations,  warranties,
undertakings,  covenants and agreements  between the parties.  This Registration
Rights Agreement may not be changed,  modified,  altered or terminated except by
an agreement in writing executed by WEB and the Stockholders' Representatives.

     4.6. Remedies  Cumulative.  Each and all of the rights and remedies in this
Registration  Rights  Agreement,  and each and all of the  rights  and  remedies
allowed at law and in equity in like case, shall be cumulative, and the exercise
of one right or remedy shall not be exclusive of the right to exercise or resort
to any and all other  rights or remedies  provided in this  Registration  Rights
Agreement or at law or in equity.

     4.7.  No  Third  Party  Beneficiaries.  Except  as  provided  herein,  this
Registration  Rights  Agreement  shall  inure to the  benefit of the parties and
their respective successors and permitted assigns only.

                                      -10-
<PAGE>

     4.8.  Counterparts.  This Registration  Rights Agreement may be executed in
any number of  separate  counterpart  copies,  each of which  shall be deemed an
original but all of which taken together shall constitute a single instrument.

     4.9.  Separability.  If any provision of this Registration Rights Agreement
is invalid or unenforceable,  the balance of this Registration  Rights Agreement
shall remain in effect.

     4.10.  Publicity.  Except  as  required  by  applicable  law or by a  stock
exchange,  no party  shall  issue any press  release or other  public  statement
regarding the transactions  contemplated by this  Registration  Rights Agreement
without the prior written consent of the other party.

     4.11.  Further  Assurances.  Each party  agrees  that it will  execute  and
deliver,  or cause to be executed  and  delivered,  on or after the date of this
Registration  Rights  Agreement,  any  further  instruments,  and will  take all
commercially  reasonable  actions, as may be necessary to transfer to consummate
the  transactions  contemplated  hereby,  and to effectuate  the  provisions and
purposes hereof.

     4.12.  Headings.  Headings and captions used herein are included herein for
convenience  of  reference  only  and  shall  not  constitute  a  part  of  this
Registration  Rights Agreement for any other purpose or be given any substantive
effect.

                                      -11-
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
the day and year first above written.



WEB.COM, INC.                                      STOCKHOLDER REPRESENTATIVES

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

                                                   /s/ Keith Hendrick
                                                   -----------------------------
                                                   Keith Hendrick



INVESTORS

/s/ Marc Smith                                     /s/ Keith Hendrick
_____________________________                      _____________________________
Marc Smith                                         Keith Hendrick

/s/ Steve Kennedy                                  /s/ Kathleen Smalley
_____________________________                      _____________________________
Steve Kennedy                                      Kathleen Smalley


_____________________________                      _____________________________
Doug Fuqua                                         Ken Guidry






Attachments
-----------

Exhibit A                  Insider Trading Policy


                                      -12
<PAGE>


                                    EXHIBIT A

                             INSIDER TRADING POLICY


Insider Trading Policy

This  insider  trading  policy  applies to all  transactions  in  Securities  of
Web.com,   Inc.  (the  "Company").   For  purposes  of  this  policy,  the  term
"Securities"  includes  common  stock,  options  for  common  stock,  and  other
securities  that may be issued from time to time such as convertible  debentures
or preferred  stock,  as well as derivative  securities  relating to a company's
stock,  such as  exchange-traded  options.  This policy applies to all officers,
directors, team members,  consultants,  representatives,  and contractors of the
Company ("Insiders").

Policy Contents:
Statement of Policy
Potential Liability and Disciplinary Action
Certain Exemptions
"Trade-Restricted" Insiders
Trading Calendar
Restrictions on Speculative Transactions Regarding Trade-Restricted Insiders
Preclearance of Trades
Additional Requirements Regarding Section 16 Reporting Persons
Inquiries


I. Provisions Applicable to All Insiders

A. Statement of Policy
1.  Company  policy  prohibits  the  unauthorized  disclosure  of any  nonpublic
information  acquired  in  the  workplace  and  the  use of  Material  Nonpublic
Information  (described below) in Securities  trading.  It is the policy of this
Company that any Insider who has Material  Nonpublic  Information may not buy or
sell  Securities of the Company nor engage in any other action to take advantage
of, or pass on to others, that information.

2.  Material  Nonpublic  Information  includes  information  that  has not  been
released and is otherwise not available to the general  public and is reasonably
likely to be  considered  important  to an  investor  in  making  an  investment
decision  regarding  the purchase or sale of the  Company's  Securities.  Either
positive or negative information may be material. Examples of Material Nonpublic
Information include,  but are not limited to: financial results,  projections of
future  earnings or losses,  changes in  manufacturing  productivity,  news of a
proposed  merger  or  acquisition,  impending  bankruptcy,  gain  or  loss  of a
substantial customer,  significant new product  announcements,  parts shortages,
changes in dividend policy, stock splits, significant litigation exposure, stock
or debt offerings, and significant changes in senior management.

3. No Insider and no member of the  immediate  family or  household  of any such
person  shall  engage in any  transaction  involving  a purchase  or sale of the
Company's  Securities  about  which the  Insider  possesses  Material  Nonpublic
Information  during any period commencing with the date that he or she possesses
Material  Nonpublic  Information,  and  ending at the close of  business  on the
second trading day following the public  disclosure of such  information,  or at
such time as such information is no longer material.

                                      -13-
<PAGE>

4. Insiders must not disclose  Material  Nonpublic  Information  except to those
individuals  within the Company whose jobs require them to have the information.
Insiders must not disclose sensitive or nonpublic  information to anyone outside
the  Company.  The Company has standard  procedures  for the release of material
information. No disclosure should be made without following these procedures.

B. Potential Liability and Disciplinary Action
1.  Individuals  who trade on Material  Nonpublic  Information (or disclose such
information  to others)  may be subject to  penalties  under  federal  and state
securities laws, including: criminal fines up to $1,000,000 and imprisonment for
up to 10 years;  a civil  penalty of up to three times the profit  gained or the
losses avoided on the transaction;  and disgorgement of profits gained or losses
avoided on the transaction. Insiders who violate this policy may also be subject
to suit by persons who purchased or sold the  Securities at the same time as the
Insiders. Persons who disclose Material Nonpublic Information to others who then
trade in Securities  while in possession of that  information  may be liable for
the profits or avoided losses of those to whom the information was disclosed, as
well as subject to civil penalties.

2. In  addition,  any  Insider  who  violates  this  policy  will be  subject to
disciplinary  action by the  Company,  including  dismissal or  termination  for
cause.  The  Company may also be entitled  to pursue  legal  action  against any
person who violates this policy. Where appropriate,  the Company may also report
violations  of this policy to  appropriate  government  agencies,  including the
Securities and Exchange Commission and the United States Department of Justice.

3. For purposes of this policy,  the  Compliance  Officer shall be the Company's
General Counsel or any attorney in the Company's legal department serving as the
General Counsel's designee.


C. Certain Exemptions For purposes of this policy,
(i) purchases of shares under the Company's Employee Stock Purchase Plan and
(ii) the exercise of options in which the option  exercise  price is paid by the
employee  and the  resulting  shares are held by the  employee  and not sold are
exempt from this policy. In addition, bona fide gifts and interspousal transfers
are similarly  exempt from this policy.  However,  all sales of shares purchased
under the Employee  Stock  Purchase  Plan and all sales of shares  issued as the
result of an option exercise are subject to this policy.


II. Provisions Applicable to Trade-Restricted Insiders

A. "Trade-Restricted" Insiders
"Trade-Restricted"  Insiders  means all  officers  and  members  of the board of
directors   of  the  Company   and  certain   other   Insiders   designated   as
"Trade-Restricted"  by the  officer  to whom they  report  or by the  Compliance
Officer (Insiders designated as "Trade-Restricted" have been or will be notified
of such designation).

B. Trading Calendar
No  Trade-Restricted  Insider  shall  engage in any  transaction  involving  the
purchase or sale of the Company's  Securities during the last three weeks of any
fiscal quarter through the close of business on the second trading day following
public disclosure of the Company's  quarterly or annual financial  results.  The
Company  may  designate   additional   periods  during  which   transactions  by
Trade-Restricted  Insiders  are  prohibited.  The Company will publish a trading
calendar  annually  and  make the  calendar  available  to all  Trade-Restricted
Insiders.

                                      -14-
<PAGE>

C. Restrictions on Speculative Transactions Regarding Trade-Restricted Insiders
Trade-Restricted Insiders shall not engage in speculative transactions involving
the Company's  Securities,  including short sales of the Company's Common Stock,
or puts, calls, covered calls, or other options on the Company's Common Stock.


III. Provisions Applicable to Section 16 Reporting Persons

A. Preclearance of Trades
1.  "Section 16 Reporting  Person" means any of the  following,  all of whom are
subject  to the  reporting  requirements  of Section  16 of the  Securities  and
Exchange  Act of 1934,  as  amended:  all  members  of the  board of  directors,
officers,  beneficial owners of more than 10% of any class of equity Securities,
and Insiders  performing  significant  policy-making  functions for the Company.
Section 16  Reporting  Persons may trade in the  Company's  stock only when they
have  approval  for any  trade  from the  Company's  Compliance  Officer  or his
designee.  In evaluating a request for approval,  the Compliance  Officer or his
designee will base the determination on whether Material  Nonpublic  Information
exists.  The  Compliance  Officer or his designee will respond to any request to
trade within 24 hours of receiving  such request.  Approved  trades must then be
concluded  within 24 hours of the  approval,  but may not be concluded if during
that  period  the  affected   Insider   becomes  aware  of  Material   Nonpublic
Information.

B. Additional Requirements Regarding Section 16 Reporting Persons
Section 16 Reporting Persons must also comply with the reporting obligations and
limitations  on  short-swing  transactions  set  forth  in  Section  16  of  the
Securities and Exchange Act of 1934, as amended.  The practical  effect of these
provisions  is that  Section 16  Reporting  Persons  who  purchase  and sell the
Company's  Securities within a six-month period must disgorge all profits to the
Company whether or not they had knowledge of any Material Nonpublic Information.
Under these  provisions,  and so long as certain other criteria are met, neither
the receipt of an option under the  Company's  option plan,  nor the exercise of
that  option,  nor the  receipt  of stock  under the  Company's  employee  stock
purchase plan is deemed to be a purchase under Section 16; however,  the sale of
any such shares is a sale under  Section  16. The  Company has  provided or will
provide  separate  memoranda and other  appropriate  materials to its Section 16
Reporting Persons regarding compliance with Section 16 and its rules.


IV. Inquiries
If you have any doubts  whatsoever as to whether you possess Material  Nonpublic
Information or whether any trading would be a violation of this policy or if you
have any other  questions  regarding this policy in general,  please contact the
General Counsel or Compliance Officer.



                                      -15-