EXHIBIT 10.4

                           RESTRICTED STOCK AGREEMENT

     This Restricted Stock Agreement (this "Agreement") is entered into as of 22
December 2005 between INTERLAND, INC., a Minnesota corporation (the "Company" or
"Interland") and William Pemble ("Executive").

     Interland, Executive and the Company are parties to an employment agreement
dated of even date herewith (the "Employment Agreement").

     In connection with Executive's employment, and as a material inducement for
Executive to accept  employment with the Company,  the Company has determined to
grant to Executive  ONE HUNDRED  FIFTY-THREE  THOUSAND  FOUR  HUNDRED  SIXTY-SIX
(153,466)  shares of the common  stock,  no par value per share,  of  Interland,
subject to the terms,  conditions and  restrictions  set forth in this Agreement
(the "Common Stock").

     Therefore, the parties agree as follows:

     1. Grant of Restricted  Stock.  Subject to the terms and conditions of this
Agreement, Interland hereby grants to Executive ONE HUNDRED FIFTY-THREE THOUSAND
FOUR HUNDRED  SIXTY-SIX  (153,466)  shares of the common stock, no par value per
share, of Interland, Inc. (the "Restricted Stock"). The interest of Executive in
the  Restricted  Stock is fully vested as of the date of this  Agreement and the
Company shall have no right to repurchase  with respect to any of the Restricted
Stock.

     2. Restrictions on Transfer.

          (a) Lock-Up Period.  Executive hereby agrees that,  except as provided
in Section 2(b), below, he will not, directly or indirectly offer, sell, assign,
transfer,  encumber,  pledge,  contract to sell, grant an option to purchase, or
otherwise dispose of  (collectively,  "Transfer") any of the Restricted Stock or
securities  convertible or  exchangeable  into, or exercisable  for,  Restricted
Stock held of record or  beneficially  owned  (within the  meaning of  Rule13d-3
under the Exchange Act) by him except as follows: (i) one thirty-sixth (1/36) of
the Executive's  Restricted  Shares may be Transferred at any time after January
31,  2006,  (ii)  an  additional  one  thirty-sixth  (1/36)  of the  Executive's
Restricted  Shares may be Transferred at any time following the last day of each
of the next  thirty-four  (34) calendar month thereafter and (iii) the remainder
of the  Executive's  Restricted  Shares  may be  Transferred  at any time  after
December 22, 2008.

          (b) Permitted Transfers.  Notwithstanding the foregoing, Executive may
transfer any Restricted Stock or securities  convertible into or exchangeable or
exercisable  for Restricted  Stock either during his lifetime or on death (i) by
will or intestacy to his immediate family,  (ii) to a trust the beneficiaries of
which are exclusively the Executive  and/or a member or members of his immediate
family or (iii) to member's of Executive's immediate family; provided,  however,
that prior to any such  transfer  each  transferee  shall  execute an agreement,
reasonably satisfactory to the Company,  pursuant to which each transferee shall
agree to  receive  and hold  such  shares of  Restricted  Stock,  or  securities
convertible  into or  exchangeable  or  exercisable  for the  Restricted  Stock,
subject to the provisions  hereof, and there shall be no further transfer except
in accordance  with the provisions  hereof.  For the purposes of this paragraph,


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"immediate family" shall mean spouse, lineal descendant, father, mother, brother
or sister of the transferor.

          (c) Legend on Certificates. Any certificates evidencing the Restricted
Stock issued  prior to the end of the  restrictive  period  described in Section
2(a), above, shall bear the following legend:

          "The  shares  represented  by  this  certificate  are  subject  to  an
          agreement between the Corporation and the registered holder, a copy of
          which is on file at the principal office of this Corporation."

     3. Recapitalization.  If the outstanding shares of Common Stock are changed
into or exchanged for a different  number or kind of shares or other  securities
of Interland by reason of any recapitalization,  reclassification,  stock split,
stock dividend,  combination,  subdivision or similar transaction, then, subject
to any  required  action by  Interland's  shareholders,  the  number and kind of
Restricted Stock is to be  proportionately  adjusted;  except that no fractional
Common Stock may be issued in making the foregoing adjustments and any decisions
or interpretations to be made by Interland in connection therewith shall be made
by the Board of  Directors of  Interland  or the  Compensation  Committee of the
Board of  Directors,  which  determinations  will be binding and  conclusive  on
Interland and Executive and any other person  entitled to exercise  rights under
this Agreement.

     4. Rights as Shareholder. Except for the restrictions on Transfer set forth
in Section 2, above,  Executive  will have all of the rights and privileges of a
shareholder of Interland in respect of all of the Restricted Stock.

     5. Withholding of Taxes. Interland's obligation to deliver Restricted Stock
is subject to  Executive's  satisfaction  of any applicable  federal,  state and
local income and employment  tax and  withholding  requirements  in a manner and
form satisfactory to Interland.

     6. No Special  Employment  Rights.  No provision in this  Agreement will be
deemed to grant to  Executive  any right with respect to  Executive's  continued
employment with, or other  engagement by, the Company or any subsidiary,  parent
or  affiliate  or  interfere  in any way with the  ability of the Company or any
subsidiary,  parent or affiliate at any time to terminate Executive's employment
or other engagement or to increase or decrease Executive's compensation from the
rate in existence at the Grant Date.

     7.  Representation  and Warranty.  Executive  represents  and warrants that
Executive is acquiring  the  Restricted  Stock for  Executive's  own account for
investment  purposes and not with any present  intention of selling or otherwise
distributing such shares and that Executive will comply with applicable  federal
and state  securities laws in connection with any permitted  transfer or sale of
such shares.

     8. Other Employee  Benefits.  The amount of any  compensation  deemed to be
received by Executive as a result of the granting of the Common  Shares will not
constitute  "earnings" with respect to which any other benefits of Executive are
determined,  including,  without limitation,  benefits under any pension, profit
sharing, life insurance or salary continuation plan.


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     9. Intentionally Reserved. ]

     10.  Choice of Law.  This  Agreement is to be governed by the internal law,
and not the laws of conflicts, of the State of Georgia.

     11.  Successors  and  Assigns.  This  Agreement is to bind and inure to the
benefit of and be  enforceable  by  Executive,  Interland  and their  respective
heirs, executors, personal representatives, successors and assigns.

     12.  Notices.  Any notice provided for in this Agreement must be in writing
and is to be either personally delivered, sent by reputable overnight carrier or
mailed by first class mail,  return receipt  requested,  to the recipient at the
address indicated as follows:

          Notices to Executive:

               William Pemble
               45 Obtuse Road South
               Brookfield, CT 06804

          Notices to Interland:

               Interland, Inc.
               303 Peachtree Center Avenue
               Suite 500
               Atlanta, Georgia 30303
               Attn: General Counsel

or any other  address or to the  attention of any other person as the  recipient
party shall have  specified by prior written  notice to the sending  party.  Any
notice under this Agreement will be deemed to have been given when so delivered,
sent or mailed.

     13. Severability. Whenever possible, each provision of this Agreement is to
be  interpreted in a manner as to be effective and valid under  applicable  law,
but if any  provision  of  this  Agreement  is held to be  invalid,  illegal  or
unenforceable  in any respect under any applicable law or rule in any particular
jurisdiction,  that invalidity,  illegality or unenforceability is not to affect
any other  provision  or any other  jurisdiction,  and this  Agreement  shall be
reformed,  construed  and  enforced  in the  particular  jurisdiction  as if the
invalid, illegal or unenforceable provision had never been contained herein.

     14. Complete Agreement.  This Agreement embodies the complete agreement and
understanding  between the parties with respect to the subject matter hereof and
effective  as of its date  supersedes  and  preempts  any prior  understandings,
agreements or representations  by or between the parties,  written or oral, that
may have related to the subject matter hereof in any way.

     15. Amendment and Waiver.  Subject to the next sentence,  the provisions of
this  Agreement may be amended or waived only with the prior written  consent of
Interland  and  Executive,  and no  course of  conduct  or  failure  or delay in
enforcing the  provisions of this  Agreement is to affect the validity,  binding


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effect or enforceability of this Agreement. Interland unilaterally may waive any
provision  of this  Agreement  in writing to the extent that the waiver does not
adversely affect the interests of Executive under this Agreement, but the waiver
is not to  operate  as or be  construed  to be a  subsequent  waiver of the same
provision or a waiver of any other provision of this Agreement.

                          [ SIGNATURE PAGE TO FOLLOW ]


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     The  parties  are  signing  this  Agreement  as of the date  stated  in the
introductory clause.

                              INTERLAND, INC.

                              By:  /s/ Jonathan B. Wilson

                                 Name:  Jonathan B. Wilson

                                 Title: Senior VP and General Counsel


                              /s/ William Pemble
                              ---------------------------------
                              William Pemble















                        [ Signature Page to Agreement ]


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