Exhibit
10.4


NONCOMPETITION
AGREEMENT


This NONCOMPETITION AGREEMENT  is
being executed and delivered as of June 26, 2007 by JEFFREY M. STIBEL (the “Stockholder”) in favor of, and for the
benefit of: WEBSITE
PROS, INC., a Delaware corporation (the “Purchaser”) and the
other “Indemnitees”
(as hereinafter defined).  Certain
capitalized terms used in this Noncompetition Agreement are defined in Section
18.


RECITALS


A.            As a stockholder and employee of WEB.COM, INC.,
a Minnesota corporation (the “Company”), the Stockholder has obtained
extensive and valuable knowledge and confidential information concerning the
businesses of the Company and its subsidiary. 
(The Company and its subsidiaries are referred to collectively herein as
the “Acquired Companies.”)


B.            Pursuant to an Agreement and Plan of
Merger and Reorganization among the Purchaser, the Company, a wholly-owned
subsidiary of Purchaser (“Merger
Sub”), the Stockholder and certain other parties (the “Merger Agreement”),
which agreement has been executed concurrently herewith, the Company is merging
with and into Merger Sub and all outstanding shares of the Company’s capital
stock are being converted, partially, into shares of common stock of the
Purchaser (the “Transaction”).  As a result of the Transaction, the Acquired
Companies are becoming wholly-owned subsidiaries of the Purchaser.


C.            As a shareholder
and key employee of the Company, the Stockholder has obtained extensive and
valuable knowledge and confidential information concerning the business that is
the subject of the Merger.


C.            In connection with the Transaction
(and as a condition to the consummation of such Transaction), and to enable the
Purchaser to secure more fully the benefits of such Transaction, including
without limitation the Company’s trade secrets, confidential business
information, substantial relationships with specific prospective or existing
customers, and customer goodwill, the Purchaser has required that the
Stockholder enter into this Noncompetition Agreement; and the Stockholder is entering
into this Noncompetition Agreement to induce the Purchaser to consummate the
Transaction contemplated by the Merger Agreement, with all of the attendant
financial benefits to the Stockholder as an employee and shareholder of the
Company.


D.            As a condition of the Transaction,
the Stockholder is becoming a key employee of the Purchaser (“Stockholder’s Employment”) and will accordingly obtain extensive and valuable
knowledge and proprietary and confidential information concerning the
businesses of the Purchaser, the Acquired Companies and the Purchaser’s other
subsidiaries.


E.             The Purchaser, the Acquired
Companies and the Purchaser’s other subsidiaries have conducted, are conducting
and expect to continue to conduct their respective businesses on a national
basis.













AGREEMENT


To induce the Purchaser
to consummate the transactions contemplated by the Merger Agreement, and for
other good and valuable consideration (the receipt and sufficiency of which are
hereby acknowledged), the Stockholder hereby agrees as follows:


1.             Restriction on Competition.  The Stockholder agrees
that, during the Noncompetition Period, the Stockholder shall not, and shall
not permit any of his Affiliates to directly or indirectly (whether as an
employee, officer, director, stockholder, owner, co-owner, Affiliate, partner,
promoter, joint venturer, consultant, agent, licensor or in any other capacity
whatsoever) engage in Competition in any Restricted Territory; provided, however, that the Stockholder may, without violating this
Section 1 (A) own, as a passive investment, shares of capital stock of a
publicly-held corporation that engages in Competition if (i) such shares are
actively traded on an established national securities market in the United
States, (ii) the number of shares of such corporation’s capital stock that are
owned beneficially (directly or indirectly) by the Stockholder and the number
of shares of such corporation’s capital stock that are owned beneficially
(directly or indirectly) by the Stockholder’s Affiliates collectively represent
less than five percent (5%) of the total number of shares of such corporation’s
capital stock outstanding, and (iii) neither the Stockholder nor any Affiliate
of the Stockholder is otherwise associated directly or indirectly with such corporation
or with any Affiliate of such corporation and (B) own, beneficially or
directly, equity interests in the Company, any of the Acquired Companies, and
any of their Affiliates.


2.             No Hiring or Solicitation of
Employees.  The
Stockholder agrees that, during the Noncompetition Period, the Stockholder
shall not, and shall not knowingly permit any of his Affiliates to:
(a) hire any Specified Employee, or (b) directly or indirectly, personally
or through others, encourage, induce, attempt to induce, solicit or attempt to
solicit (on the Stockholder’s own behalf or on behalf of any other Person) any
employee of the Purchaser or any of the Purchaser’s subsidiaries to leave his
or her employment with the Purchaser or any of the Purchaser’s
subsidiaries.  For purposes of this
Agreement, “Specified
Employee” shall mean any individual serving in a management
capacity (title of director or higher) or in a highly skilled position who (i)
is or was an employee of the Company as of the date of this Noncompetition Agreement,
and (ii) remains an employee of the Purchaser or the Company or becomes an
employee of the Purchaser or any of the Purchaser’s other subsidiaries at any
time from the date hereof until the termination of the Stockholder’s
Employment; a Specified Employee shall not include (A) any employee who has
been terminated by the Purchaser, or (ii) any employee who has been separated
as an employee of the Purchaser for more than 90 days.


3.             Representations and
Warranties.  The
Stockholder represents and warrants, to and for the benefit of the Indemnitees,
that: (a) he has full power and capacity to execute and deliver, and to perform
all of his obligations under, this Noncompetition Agreement; and (b) neither
the execution and delivery of this Noncompetition Agreement nor the performance
of this Noncompetition Agreement will result directly or indirectly in a
violation or breach of (i) any agreement or obligation by which the Stockholder
or, to the best of Stockholder’s knowledge, any of his Affiliates is or may be
bound, or (ii) any law, rule or regulation. 
The Stockholder’s representations and warranties shall survive the
expiration of the Noncompetition Period for an unlimited period of time.



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4.             Specific Performance.  The Stockholder agrees
that, in the event of any breach or threatened breach by the Stockholder of any
covenant or obligation contained in this Noncompetition Agreement, each of the
Purchaser and the other Indemnitees shall be entitled (in addition to any other
remedy that may be available to it, including monetary damages) to seek and
obtain (a) a decree or order of specific performance to enforce the
observance and performance of such covenant or obligation, and (b) an
injunction restraining such breach or threatened breach.  The Stockholder further agrees that no
Indemnitee shall be required to obtain, furnish or post any bond or similar
instrument in connection with or as a condition to obtaining any remedy
referred to in this Section 4, and the Stockholder irrevocably waives any right
he may have to require any Indemnitee to obtain, furnish or post any such bond
or similarly instrument.


5.             Indemnification.  Without in any way limiting
any of the rights or remedies otherwise available to any of the Indemnitees,
the Stockholder shall indemnify and hold harmless each Indemnitee against and
from any loss, damage, injury, harm, liability, exposure, claim, demand,
settlement, judgment, award, fine, penalty, tax, fee (including reasonable
attorneys’ fees), charge or expense (whether or not relating to any third-party
claim) that is suffered or incurred at any time (whether during or after the
Noncompetition Period) by such Indemnitee, or to which such Indemnitee
otherwise becomes subject at any time (whether during or after the
Noncompetition Period), and that arises out of or by virtue of, or relates
directly to, (a) any inaccuracy in or breach of any representation or
warranty contained in this Noncompetition Agreement, or (b) any failure on
the part of the Stockholder to observe, perform or abide by, or any other
breach of, any material restriction, covenant, obligation or other provision
contained in this Noncompetition Agreement.


6.             Non-Exclusivity.  The rights and remedies of
the Purchaser and the other Indemnitees under this Noncompetition Agreement are
not exclusive of or limited by any other rights or remedies which they may
have, whether at law, in equity, by contract or otherwise, all of which shall
be cumulative (and not alternative). 
Without limiting the generality of the foregoing, the rights and
remedies of the Purchaser and the other Indemnitees under this Noncompetition
Agreement, and the obligations and liabilities of the Stockholder under this
Noncompetition Agreement, are in addition to their respective rights, remedies,
obligations and liabilities under the law of unfair competition, under laws
relating to misappropriation of trade secrets, under other laws and common law
requirements and under all applicable rules and regulations.  Nothing in this Noncompetition Agreement
shall limit any of the Stockholder’s obligations, or the rights or remedies of
the Purchaser or any of the other Indemnitees, under the Merger Agreement; and
nothing in the Merger Agreement shall limit any of the Stockholder’s
obligations, or any of the rights or remedies of the Purchaser or any of the
other Indemnitees, under this Noncompetition Agreement.


7.             Severability.  Any term or provision of
this Noncompetition Agreement that is invalid or unenforceable in any situation
in any jurisdiction shall not affect the validity or enforceability of the
remaining terms and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other
jurisdiction.  If the final judgment of a
court of competent jurisdiction declares that any term or provision hereof is
invalid or unenforceable, the parties hereto agree that the court making such
determination shall have the power to limit the term or provision, to delete
specific words or phrases, or to replace



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any invalid or unenforceable term or provision with a
term or provision that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or provision, and
this Noncompetition Agreement shall be enforceable as so modified.  In the event such court does not exercise the
power granted to it in the prior sentence, the parties hereto agree to replace
such invalid or unenforceable term or provision with a valid and enforceable
term or provision that will achieve, to the extent possible, the economic,
business and other purposes of such invalid or unenforceable term.


8.             Governing Law; Venue.   This Noncompetition
Agreement shall be construed in accordance with, and governed in all respects
by, the laws of the State of Florida (without giving effect to principles of
conflicts of laws).


9.             Waiver.  No failure on the part of
the Purchaser or any other Indemnitee to exercise any power, right, privilege
or remedy under this Noncompetition Agreement, and no delay on the part of the
Purchaser or any other Indemnitee in exercising any power, right, privilege or
remedy under this Noncompetition Agreement, shall operate as a waiver of such
power, right, privilege or remedy; and no single or partial exercise of any
such power, right, privilege or remedy shall preclude any other or further
exercise thereof or of any other power, right, privilege or remedy.  No Indemnitee shall be deemed to have waived
any claim of such Indemnitee arising out of this Noncompetition Agreement, or
any power, right, privilege or remedy of such Indemnitee under this
Noncompetition Agreement, unless the waiver of such claim, power, right,
privilege or remedy is expressly set forth in a written instrument duly
executed and delivered on behalf of such Indemnitee; and any such waiver shall
not be applicable or have any effect except in the specific instance in which
it is given.


10.          Successors and Assigns.  Each of the Purchaser and
the other Indemnitees may assign any or all of its rights under this
Noncompetition Agreement, at any time, to any
other corporation or other business entity which succeeds to all or
substantially all of the business of the Purchaser through merger,
consolidation, corporate reorganization or by acquisition of all or
substantially all of the assets of the Purchaser without obtaining the
consent or approval of the Stockholder or of any other Person.  This Noncompetition Agreement shall be
binding upon the Stockholder and his heirs, executors, estate, personal
representatives, successors and assigns, and shall inure to the benefit of the
Purchaser and the other Indemnitees.


11.          Further Assurances.  The Stockholder shall
execute and/or cause to be delivered to each Indemnitee such instruments and
other documents, and shall take such other actions, as such Indemnitee may
reasonably request at any time (whether during or after the Noncompetition
Period) for the purpose of carrying out or evidencing compliance with any of
the provisions of this Noncompetition Agreement.


12.          Attorneys’ Fees.  If any legal action or
other legal proceeding relating to this Noncompetition Agreement or the
enforcement of any provision of this Noncompetition Agreement is brought
against the Stockholder by any Person entitled to enforcement of the provisions
hereof, the prevailing party in such legal action or legal proceeding shall be
entitled to recover reasonable attorneys’ fees, costs and disbursements (in
addition to any other relief to which the prevailing party may be entitled).



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13.          Captions.  The captions contained in this
Noncompetition Agreement are for convenience of reference only, shall not be
deemed to be a part of this Noncompetition Agreement and shall not be referred
to in connection with the construction or interpretation of this Noncompetition
Agreement.


14.          Construction.  Whenever required by the
context, the singular number shall include the plural, and vice versa; the
masculine gender shall include the feminine and neuter genders; and the neuter
gender shall include the masculine and feminine genders.  Any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not be applied
in the construction or interpretation of this Noncompetition Agreement.  Neither the drafting history nor the
negotiating history of this Noncompetition Agreement shall be used or referred
to in connection with the construction or interpretation of this Noncompetition
Agreement.  As used in this
Noncompetition Agreement, the words “include” and “including,” and variations
thereof, shall not be deemed to be terms of limitation, and shall be deemed to
be followed by the words “without limitation.” Except as otherwise indicated in
this Noncompetition Agreement, all references in this Noncompetition Agreement
to “Sections” are intended to refer to Sections of this Noncompetition
Agreement.


15.          Survival of Obligations.  Except as specifically
provided herein, the obligations of the Stockholder under this Noncompetition
Agreement (including his obligations under Sections 3, 5 and 11) shall survive
the expiration of the Noncompetition Period. 
The expiration of the Noncompetition Period shall not operate to relieve
the Stockholder of any obligation or liability arising from  any
prior breach by the Stockholder of any provision of this Noncompetition Agreement.


16.          Obligations Absolute.  The Stockholder’s
obligations under this Noncompetition Agreement are absolute and shall not be
terminated or otherwise limited by virtue of any breach (on the part of the
Purchaser, any other Indemnitee or any other Person) of any provision of the
Merger Agreement or any other agreement, or by virtue of any failure to perform
or other breach of any obligation of the Purchaser, any other Indemnitee or any
other Person.


17.          Amendment.  This Noncompetition
Agreement may not be amended, modified, altered or supplemented other than by
means of a written instrument duly executed and delivered on behalf of the
Stockholder and the Purchaser (or any successor to the Purchaser).


18.          Defined Terms.  For purposes of this
Noncompetition Agreement:


(a)           “Affiliate” means, with
respect to any specified Person, any other Person that, directly or indirectly,
through one or more intermediaries, controls, is controlled by or is under
common control with such specified Person.


(b)           “Competing Product” means any website design
and development software and website hosting software.


(c)           “Competing Core Service” means
any website design services, website development services and website
hosting services provided to small and medium sized businesses.



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(d)           “Competing Web Service” means the provision of
either of the following with a Competing Core Service: (i) internet
marketing and advertising services, or (ii) lead generation products and
services of others to small and medium sized businesses.


(e)           A Person shall be
deemed to be engaged in “Competition”
if: (a) such Person or any of such Person’s Affiliates is engaged directly or
indirectly in the design, development, manufacture, assembly, promotion, sale,
supply, distribution, resale, installation, support, maintenance, repair,
refurbishment, licensing, sublicensing, financing, leasing or subleasing of any
Competing Product; or (b) such Person or any of such Person’s Affiliates is
engaged directly or indirectly in providing, performing, marketing, or offering
any Competing Core Service or a Competing Web Service.  A Person shall not be deemed to be engaged in
Competition if (i) such Person works in a supervisory or oversight position for
a larger enterprise that offers a Competing Product, a Competing Core Service
or a Competing Web Service, but such Person has no direct supervisory or
oversight responsibilities with respect to such Competing Product, Competing
Core Service or Competing Web Service and such Competing Product,
Competing Core Service or Competing Web Service is not a material part of the
operations of such enterprise, or (ii) such Person works for a larger
enterprise that does offer a Competing Product, a Competing Core Service or a
Competing Web Service, but such person works in a supervisory or oversight
position of a subsidiary, division or branch of such enterprise that does
not offer a Competing Product, a Competing Core Service or a Competing Web
Service as a material part of the operations of such subsidiary, branch or
division and such Person has no direct supervisory or oversight
responsibilities respect to such Competing Product, Competing Core Service or
Competing Web Service.


(f)             “Indemnitees” shall include:
(i) the Purchaser; (ii) each Person who is or becomes an Affiliate of the
Purchaser; (iii) the Acquired Companies; and (iv) the successors and assigns of
each of the Persons referred to in clauses “(i),” “(ii)” and “(iii)” of this
sentence.


(g)           “Noncompetition Period” shall
mean the period commencing on the date of the closing of the Transaction and
ending on the third anniversary of the date of the Closing of the Transaction; provided, however, that in the event of any breach on the
part of the Stockholder of any provision of this Noncompetition Agreement, the
Noncompetition Period shall be automatically extended by a number of days equal
to the total number of days in the period from the date on which such breach
shall have first occurred through the date as of which such breach shall have
been fully cured.  If the Transactions does not close as
contemplated in the Merger Agreement and the Merger Agreement is terminated,
this Noncompetition Agreement shall have no effect, and neither the Company nor
Stockholder shall have any obligations hereunder.


(h)           “Person” means any: (i)
individual; (ii) corporation, general partnership, limited partnership, limited
liability partnership, trust, company (including any limited liability company
or joint stock company) or other organization or entity; or (iii) governmental
body or authority.


(i)            “Restricted Territory” means
each county or similar political subdivision of each State of the United States
of America, and each State, territory or possession of the United States of
America.



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**End of Noncompetition Agreement – Signature Page Follows**



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IN
WITNESS WHEREOF, the Stockholder has duly executed and
delivered this Noncompetition Agreement as of the date first above written.


	
   

  	
  STOCKHOLDER:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Jeffrey M. Stibel

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signed:

  	
   

  	
  /s/ Jeffrey M. Stibel

  	
   

  
	
   

  	
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  Telephone No.:
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  Facsimile No.:
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  E-Mail Address:

  	
   

  	
   

  
								



 



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