EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT  AGREEMENT  (this  "AGREEMENT") is made and entered into by
and  between  INTERLAND,  INC.,  a  Georgia  corporation  having  its  principal
executive  offices  located  at the  business  address of 303  Peachtree  Center
Avenue, Suite 500, Atlanta,  Georgia 30303 (the "COMPANY"),  and Will Pemble, an
individual residing at the address indicated in EXHIBIT 1 ("EXECUTIVE"). Company
and Executive enter into this Agreement as of the date they each have signed it,
but the  Agreement  shall be  effective as of the date  established  pursuant to
Section 2.1, below.


     WHEREAS,  Company  desires to continue to employ  Executive  with the title
indicated  in EXHIBIT 1 and the  parties  wish to  establish  certain  terms and
conditions of such employment by entering into this Agreement; and


     WHEREAS,  Executive desires to continue such employment with Company on the
terms and conditions set forth in this Agreement.


     NOW THEREFORE,  in  consideration  of the premises and the mutual covenants
and agreements contained herein, the parties hereby agree as follows:

     1. Employment; Regular Compensation.

        1.1 Base Salary.  Company  agrees  to  employ  Executive  with the title
indicated  in EXHIBIT 1 and  Executive  agrees to serve in such  capacity on the
terms and conditions set forth in this Agreement. Company shall pay Executive an
initial  base  salary  (the "BASE  SALARY")  as set forth in EXHIBIT 1. The Base
Salary is expressed as an annual amount solely for reference purposes, and shall
be payable to  Executive  on a  bi-weekly  basis.  In its sole  discretion,  the
Company may change Executive's compensation.

        1.2 Bonus.  Executive   shall  be   eligible  for  annual  discretionary
bonuses in an amount up to fifty percent (50%) of  Executive's  Base Salary then
in effect (the "MAXIMUM BONUS"),  payable in accordance with the Company's bonus
policy applicable to senior executives (the "BONUS POLICY").

        1.3 Expenses.  During  the  term of his employment hereunder,  Executive
shall be entitled to receive prompt  reimbursement  for all reasonable  expenses
incurred by him in performing services hereunder, including, without limitation,
all reasonable travel expenses  (including air fare, hotels and other incidental
travel  expenses)  incurred by Executive in connection  with his travel  between
Connecticut  and  Atlanta,  Georgia  during the six month period  following  the
Agreement Date; provided,  however,  that, during the six month period following
the  Agreement  Date,  Executive  shall be entitled  to, and the  Company  shall
reimburse  Executive  for, the cost of one  economy-class  airfare each week for
trips between  Connecticut and Atlanta,  Georgia;  and provided,  further,  that
Executive  shall  be  entitled  to  reimbursement  only in  accordance  with the
Company's expense reimbursement policy

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<PAGE>

        1.4 Benefit  Plans.  Executive  shall  be  entitled to participate in or
receive  benefits  under any  employee  benefit  plan or  arrangement  currently
available,  or made  available by the Company in the future,  to its  executives
and/or key management  employees,  subject to and on a basis consistent with the
terms,  conditions and overall  administration of such plan or arrangement.  The
Company shall not make any changes in any employee benefit plans or arrangements
in effect  on the date  hereof or  during  the term of this  Agreement  in which
Executive  participates   (including,   without  limitation,   any  pension  and
retirement plan,  supplemental  pension and retirement plan,  savings and profit
sharing plan, stock ownership plan, stock purchase plan, stock option plan, life
insurance  plan,   medical   insurance  plan,   disability  plan,  dental  plan,
health-and-accident   plan  or  arrangement)   which  would   adversely   affect
Executive's rights or benefits thereunder, unless such change occurs pursuant to
a program  applicable to all  executives of the Company and does not result in a
proportionately  greater  reduction in the rights of or benefits to Executive as
compared with any other executive of the Company of the same rank as Executive.

        1.5  Vacation.  Executive  shall  be  entitled  to  160  hours  of  paid
vacation time per year which will accrue and be available in accordance with the
Company's "time off policy".

     2. Effective Date; Indefinite Term.

        2.1 This  Agreement  shall be deemed in  full force and effect as of the
date it is  executed  by the  parties  below,  along with the  execution  of any
exhibits hereto;

        2.2 This Agreement has  an indefinite term, and  Executive's  employment
by Company hereunder may be terminated at will by either party at any time, with
or without Cause (as defined in Section 6.1, below) or any reason,  voluntary or
involuntary,  and with or  without  prior  notice.  Certain  provisions  of this
Agreement, however, as more fully set forth in Section 5, below, provide for the
payment of benefits to Executive upon the specified circumstances of termination
of Executive's  employment with Company,  and certain other provisions,  as more
fully set forth below in Section 11,  below,  may continue in effect  beyond the
date of such  termination.  Executive  expressly  acknowledges  and agrees  that
employment  with Company is on an "at will" basis,  and that this Agreement does
not provide a  guarantee  of  continued  employment,  notwithstanding  any other
provision in this Agreement.

     3. Duties. Executive shall report to Jeffrey M. Stibel, President and Chief
Executive  Officer,  or such other  individual as may be designated from time to
time by the Board of Directors (the  "BOARD").  Executive  shall  faithfully and
diligently perform all such acts and duties,  and furnish such services,  as are
assigned to Executive by such  supervising  officer or such other  individual as
may be designated by the Board.

     4. Efforts;  Conflicts  of  Interest.  During  Executive's  employment   by
Company,  Executive  shall devote his full  business time and efforts to Company
and its business during normal  business hours,  and shall safeguard and promote
its lawful interests;  provided, however, that for a period of not more than six
months from the Agreement Date  Executive may devote up to  twenty-five  percent


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(25%) of this time during  normal work hours to the  winding-up of Web Internet,
LLC;  provided,  however,  that during this  six-month  period,  the Company and
Executive  acknowledge that Executive may spend a majority of his normal working
hours  working  from  Connecticut.  During  Executive's  employment  by Company,
Executive shall not, either directly or indirectly,  engage in or enter into any
business or perform any services for any other  person,  firm,  association,  or
corporation that conflicts with Executive's efforts to Company or with Company's
business  interests,  except for:  (a) serving on the board of  directors of any
other  entity that is not in  competition  with  Company  (subject to  Company's
approval,  which shall not be unreasonably withheld or delayed);  (b) activities
approved  in writing in advance by the  Executive's  supervising  officer or the
Board,  which approval  shall not be  unreasonably  withheld or delayed;  or (c)
passive  investments  in entities  that do not involve  Executive  providing any
advice or services to the businesses in which the investments are made, or which
do not violate Company policy,  including without limitation any policy relating
to conflicts of interest or business ethics.

     5. Benefits Upon Termination of Employment.

        5.1 By Company  for Cause  or  by  Executive  Without  Good  Reason.  If
Executive's  employment  is  terminated  by  Company  for Cause or by  Executive
Without  Good  Reason  (as  defined  in  Section  6.5,  below),  then  Company's
obligation  to  pay   compensation  and  benefits  under  this  Agreement  shall
immediately  terminate,  except that: (a) Company shall pay to Executive and, if
applicable,  Executive's  heirs,  any earned but unpaid Base Salary through such
termination  date;  (b)  Company  shall pay to  Executive  any earned but unpaid
incentive  compensation or bonuses through the termination date,  subject to the
terms of the applicable bonus plan, including without limitation any eligibility
requirements  or any  limitations on such payment under  applicable law; and (c)
Company shall permit  Executive to receive  continuation  of the benefits as set
forth in Section 5.5, below, to the extent applicable. Under such circumstances,
no further payments or benefits  (except as otherwise  required by law) shall be
provided to  Executive.  The terms  "Cause" and "Without Good Reason" shall have
the meaning set forth in Section 6, below.

        5.2 By Company for  Nonperformance  Due  to  Disability.  If Executive's
employment is terminated by Company for Nonperformance  Due to Disability,  then
Company's obligation to pay compensation and benefits under this Agreement shall
immediately  terminate,  except that: (a) Company shall pay to Executive and, if
applicable,  Executive's  heirs,  any earned but unpaid Base Salary through such
termination  date;  (b)  Company  shall pay to  Executive  any earned but unpaid
incentive  compensation or bonuses through the termination date,  subject to the
terms of the applicable bonus plan, including without limitation any eligibility
requirements  or any  limitations  on such  payment  under  applicable  law; (c)
Company shall provide  Executive with such other payments and benefits as may be
permitted  under the  Company's  short- or long-term  disability  plans,  to the
extent  applicable,  and  subject  to the terms and  conditions  of such  plans,
including without limitation any eligibility requirements; and (d) Company shall
permit Executive to receive continuation of the benefits as set forth in Section


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5.5,  below,  to  the  extent  applicable.   The  term  "Nonperformance  Due  to
Disability" shall have the meaning set forth in Section 6, below.

         5.3 By Company  Other Than for Cause  or by Executive  for Good Reason.
If  Executive's  employment is terminated as a result of Executive's  death,  by
Company  other than for Cause or by  Executive  for Good  Reason (as  defined in
Section 6.3, below), then Company's  obligation to pay compensation and benefits
under this Agreement shall immediately terminate, except that: (a) Company shall
pay to Executive and, if applicable,  Executive's  heirs,  any earned but unpaid
Base Salary through such  termination  date; (b) Company shall permit  Executive
and, if applicable,  Executive's heirs, to receive  continuation of the benefits
as set forth in Section 5.5,  below, to the extent  applicable;  and (c) Company
shall pay to Executive,  and, if  applicable,  Executive's  heirs,  as severance
benefits,  an amount  equal to 12 months of Base Salary  plus the Maximum  Bonus
(the "SEVERANCE BENEFITS").  The Severance Benefits shall be paid in a lump sum,
as soon as practicable following such termination date, subject to the following
conditions:  (x) Executive shall execute a written,  complete waiver and release
of all claims  relating to Company,  or Executive's  employment by Companyor any
termination  thereof,  within any applicable  consideration or execution periods
and in a form that is acceptable to Company;  and (y) subject to confirmation by
Company that  Executive  does not later revoke such waiver and release of claims
within any revocation period required by applicable law.

         5.4 [Intentionally omitted]

         5.5 Benefits Continuation. Upon termination of  Executive's employment,
Company shall permit Executive and, if applicable,  Executive's  family members,
to continue to participate in Company's  employee  benefits plans, to the extent
required or allowed by law and subject to the terms of such plans and applicable
law.

       6. Definitions.

          6.1  "CAUSE"  shall mean  termination  of  Executive's  employment  by
Company for one or more of the following  reasons:  (a) Executive has breached a
fiduciary duty owed to Company; (b) Executive has committed  dishonesty,  fraud,
gross  negligence,  or willful  malfeasance  in the  performance  of Executive's
duties or during the course of Executive's employment;  (c) upon the willful and
continued failure by Executive  substantially to perform Executive's duties with
the Company (other than by reason of Nonperformance Due to Disability as defined
below); (d) Executive has willfully violated Company policies, (e) Executive has
violated  any  material  applicable  law,  rule or  regulation  or violated  any
applicable  law, rule or regulation  and such  violation has a material  adverse
effect on the Company; or (f) Executive has violated the terms of Sections 4, 7,
or 8 of  this  Agreement  or  the  material  terms  of the  Confidentiality  and
Non-Competition Agreement. With respect to any determination by the Company that
the  Executive  is  subject  to  termination  for  "Cause"  under the  preceding
subsections  (a),  (c) or (d),  the  Company  will  provide  written  notice  to
Executive of its determination and will afford Executive an opportunity,  not to
exceed thirty (30) days, in which to cure such Cause if, and only if, such Cause
is capable of being so cured.

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<PAGE>

          6.2  "DISABILITY"  shall have the meaning ascribed to such term or its
variations,  such as "Disabled," in Company's  long-term  disability plan, or in
the absence of such plan, a meaning  consistent with the definition of permanent
and total  disability  under  Section  22(e)(3) of the Internal  Revenue Code of
1986, as amended.

          6.3 "GOOD REASON" shall mean that one or more of the following  events
has occurred and, after giving  Company  written notice of the occurrence and of
Executive's intention to resign from employment and Company not curing the event
within 30 days of receipt of such  written  notice:  (a) a  substantial  adverse
change in Executive's duties or  responsibilities,  without Executive's consent;
(b) a reduction in  Executive's  Base Salary (at the  annualized  rate) or Bonus
without Executive's  consent (c) a relocation of Executive's  principal place of
employment by more than a 35 mile radius surrounding Atlanta,  Georgia,  without
Executive's  consent;  or (iv) any material  breach by the Company of any of its
obligations under this Agreement.

          6.4  "NONPERFORMANCE DUE TO DISABILITY" shall mean that, if because of
Disability,   Executive  is  unable  to  perform  the  essential   functions  of
Executive's job, with or without  reasonable  accommodation,  for a period of 90
consecutive days, or for an aggregate of 180 days, in any calendar year.

          6.5   "WITHOUT GOOD REASON" shall mean  termination or resignation  of
Executive's employment by Executive other than for Good Reason.

     7. Non-Disparagement. Executive shall not at anytime make false, misleading
or  disparaging  statements  about the  Company,  its  parent,  subsidiaries  or
affiliates,  including any of their products, services,  management,  directors,
officers, employees, and customers.

     8. Confidential Information and Covenants Not to Compete. The parties agree
that Executive's services to Company are of a unique value and that confidential
and  proprietary  information  about  Company has been or will be  obtained  by,
disclosed or otherwise  made  available to Executive as a result of  Executive's
employment with Company.  Accordingly, as a condition to Executive's employment,
Executive  and Company also are  entering  into the  Confidentiality,  Invention
Assignment,  and  Non-Competition  Agreement  attached  hereto as EXHIBIT 2 (the
"CONFIDENTIALITY AND NON-COMPETITION AGREEMENT").

     9. Dispute Resolution  Process.  All disputes between Executive and Company
that  otherwise  could be resolved  in court  shall be  resolved  instead by the
following alternative dispute resolution process (the "PROCESS").

        9.1   Disputes  Covered.  This Process applies to  all disputes  between
Executive  and  Company,  including  those  arising  out of or  related  to this
Agreement or Executive's employment by Company. Disputes subject to this Process
include but are not limited to pay disputes,  contract disputes, legal disputes,
wrongful termination  disputes,  and discrimination,  harassment or civil rights
disputes.  This Process applies to disputes  Executive may have with Company and
also applies to disputes  Executive may have with any of Company's  employees or
agents so long as the person with whom  Executive  has the dispute is also bound


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<PAGE>

by or consents to this  Process.  This Process  applies  regardless  of when the
dispute  arises and will  remain in effect  after  Executive's  employment  with
Company  ends,  regardless  of the reason it ends.  This Process does not apply,
however, to any workers'  compensation or unemployment  compensation  claims, to
the extent applicable under the circumstances.

        9.2   Negotiation and Mediation.  Executive and Company agree to attempt
to resolve all disputes first by direct negotiations. If direct negotiations are
not successful,  the parties shall then use mediation.  They shall first attempt
to agree upon a mediator. If unable to agree upon a mediator,  the parties shall
request and  conduct  mediation  under the  American  Arbitration  Association's
National  Rules for the  Resolution of  Employment  Disputes.  Unless  otherwise
agreed by the parties, any mediation sessions shall be held in Atlanta, Georgia.
Temporary or interim  injunctive  relief may be sought without  mediating first.
Any failure to mediate shall not affect the validity of an arbitration  award or
the obligation to arbitrate.

        9.3   Arbitration.  If the dispute is not resolved  through  negotiation
and  mediation,  the  parties  shall  request,  and  either  party  may  demand,
arbitration  pursuant to the American Arbitration  Association's  National Rules
for the  Resolution  of  Employment  Disputes.  Unless  otherwise  agreed by the
parties, any arbitration hearing shall be held in Atlanta, Georgia. The decision
of the  arbitrator  shall be final and binding on the parties and on all persons
and  entities  claiming  through the  parties.  Submission  of their  dispute to
arbitration  shall be the  exclusive  means for  resolving  the dispute,  to the
exclusion of any trial by a court or jury. All disputes that are not resolved by
agreement  (in   mediation  or   otherwise)   shall  be  determined  by  binding
arbitration.

        9.4   Injunctive Relief.  Either party may request a court to issue such
temporary  or  interim  relief  (including  temporary   restraining  orders  and
preliminary injunctions) as may be appropriate, either before or after mediation
or  arbitration  is commenced.  The temporary or interim  relief shall remain in
effect pending the outcome of mediation or arbitration. No such request shall be
a waiver of the right to submit any dispute to mediation or arbitration.

        9.5   Employment Status.  This Process does not affect the status of the
employment  relationship  between the parties,  which as stated above in Section
2.2 shall be "at will;" nor does this Process guarantee continued  employment by
the  Company,  require  discharge  only for  cause,  or require  any  particular
corrective action or discharge procedures.

     10. [Intentionally omitted].

     11. Severability;  Survival of Provisions. If any part of this Agreement or
any part of the  Confidentiality  and  Non-Competition  Agreement is held by any
legal authority to be unenforceable  or is severed by any legal  authority,  the
remainder of such  agreement  shall be enforced to the maximum extent allowed by
applicable law.  Certain  provisions of this Agreement,  including  confidential
information and covenants not to compete (Section 8), dispute resolution process


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(Section 9),  notification  (Sections 10 and 21), and governing law (Section 18)
of  this  Agreement,  and  all of the  provisions  of  the  Confidentiality  and
Non-Competition  Agreement,  shall survive  after any such legal  determination,
after  Executive's  employment by Company ends regardless of the reason it ends,
and  shall be  enforceable  regardless  of any such  determination  or any claim
Executive may have against Company.

     12. Relief for Breach. Because any breach or threatened breach by Executive
of  Sections  4,  7,  and 8 of  this  Agreement  or of the  Confidentiality  and
Non-Competition  Agreement  would result in continuing  material and irreparable
harm to Company,  and because it would be difficult or  impossible  to establish
the full monetary value of such damage,  Company shall be entitled to injunctive
relief  in the  event of any such  breach or  threatened  breach  by  Executive.
Injunctive  relief is in  addition  to any  other  available  remedy,  including
termination of this Agreement and damages. In the event of any threatened breach
of this Agreement by Executive,  Company may suspend any payment of Base Salary,
incentives,  bonuses, Severance Benefits and other compensation due to Executive
under this  Agreement  and,  if  Executive  has  breached  this  Agreement,  any
remaining  amounts to be paid under this  Agreement  shall be forfeited.  In the
event of any  breach or  threatened  breach by either  party  which  results  in
court-ordered  relief,  the breaching  party shall  reimburse the  non-breaching
party for its reasonable  attorneys' fees and other expenses  incurred to obtain
such relief.

     13.  Waiver.  No waiver of any provision of this  Agreement  shall be valid
unless in writing,  signed by the party  against whom the waiver is sought to be
enforced.  The waiver of any breach of this  Agreement or failure to enforce any
provision of this Agreement shall not waive any later breach.

     14.  Binding  Effect.  This Agreement is binding upon the parties and their
personal representatives, heirs, successors and permitted assigns.

     15.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of  which  shall  be an  original  and all of  which,  taken
together, shall constitute a single agreement.

     16.  Complete  Agreement.  This  Agreement,   together  with  the  attached
Confidentiality  and Non-Competition  Agreement,  the Restricted Stock Agreement
and  the  other  Exhibits  and  Schedules  hereto,  is the  final  and  complete
expression of the parties' agreement  relating to Executive's  employment by the
Company. Without limiting the foregoing,  this Agreement replaces and supersedes
any prior employment  agreements  between Executive and Company,  or its parent,
subsidiaries,  predecessors  or  affiliates,  and each  party to this  Agreement
hereby  releases  and holds  harmless  the other party from any  obligations  or
liability with respect thereto.  The parties acknowledge and agree that they are
not  entering  into this  Agreement  in reliance on anything not set out in this
Agreement.  This  Agreement  shall  control  over any  inconsistent  policies or
procedures of Company affecting Executive's employment, whether in effect now or
adopted later,  but Company's  policies and procedures  that are consistent with
this  Agreement,  whether  in  effect  now or  adopted  later,  shall  apply  to


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Executive's employment according to the terms thereof.

     17. Payroll Withholding. All payments of Base Salary, incentives,  bonuses,
Severance Benefits and other compensation  payable to Executive pursuant to this
Agreement or otherwise shall be subject to the customary  withholding for income
taxes as determined  appropriate  by the Company,  and shall be subject to other
withholdings or deductions as required with respect to such compensation paid by
a corporation to any employee.

     18.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of Georgia,  without giving effect to the
provisions thereof relating to choice of laws. Each party hereby irrevocably (a)
consents  to the  jurisdiction  and venue for any  legal  action  with the state
courts in Fulton County,  Georgia and federal courts in the Northern District of
Georgia, Atlanta Division, unless injunctive relief is sought by Company and, in
Company's  judgment,  that relief might not be effective unless obtained in some
other venue;  and (b) waives any  jurisdictional  defenses  (including  personal
jurisdiction  and venue) to any such action.  These  provisions  do not give any
party a right to proceed in court in violation of the Dispute Resolution Process
under Section 9, above.

     19.  Successors  And Assigns.  All rights and duties of Company  under this
Agreement  shall be  binding  on and  inure to the  benefit  of its  successors,
assigns or any  company  which  purchases  or  otherwise  acquires  it or all or
substantially  all of its operating  assets by any method.  This Agreement shall
not be assignable by Executive  other than the right to receive  benefits  being
passed by will or by the laws of descent and distribution.

     20. Amendment.  This Agreement contains the entire agreement of the parties
relating to the subject matter and may not be amended except by an instrument in
writing  signed by both parties;  it shall not be amended orally or by course of
dealing.

     21. Notices.  All notices  required or permitted under this Agreement shall
be in writing and may be personally  served or mailed by registered or certified
U.S. mail, postage prepaid and addressed as follows:




           If to Company:             Interland, Inc.
                                      303 Peachtree Center Avenue
                                      Suite 500
                                      Atlanta, Georgia 30303

           If to Executive:           Address specified in EXHIBIT 1

Any of the  above  addresses  may be  changed  at any  time by  notice  given as
provided  above;  provided,  however,  that any such notice of change of address
shall be effective  only upon  receipt.  All notices,  requests or  instructions


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<PAGE>

given in accordance  herewith shall be deemed  received on the date of delivery,
if hand delivered or telecopied,  and 3 business days after the date of mailing,
if mailed by registered or certified mail, return receipt requested.


                       [SIGNATURES CONTINUED ON NEXT PAGE]


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<PAGE>


INTERLAND, INC.                               EXECUTIVE



By: /s/ Jeffrey M. Stibel                     /s/ Will Pemble
    -----------------------------             ---------------------------------

Name:  Jeffrey M. Stibel                      Name:  Will Pemble
      ---------------------------                  ----------------------------

Title: President and C.E.O.                   Date: 12/22/05
      ---------------------------                   ---------------------------

Date: 12/22/05
      ---------------------------




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<PAGE>



                                   EXHIBIT 1

Executive:        Will Pemble

Title:            Executive Vice President, Consumer

Base Salary:      $185,000

Address:          45 Obtuse Road South
                  Brookfield, CT 06804

Relocation: Interland will pay Executive a one-time, lump-sum payment of $50,000
in respect of Executive's relocation to the Atlanta metropolitan area. Executive
will  relocate  his  permanent  residence  to  Atlanta  within six months of the
Agreement  Date.  Executive will not be entitled to any other  reimbursement  of
expenses or temporary living assistance in connection with such relocation.


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<PAGE>


                                   EXHIBIT 2
      CONFIDENTIALITY, INVENTION ASSIGNMENT, AND NON-COMPETITION AGREEMENT

INTERLAND,  INC. AND ITS  SUBSIDIARIES,  with a place of business located at 303
Peachtree Center Avenue, Suite 500, Atlanta,  Georgia 30303  ("Interland"),  and
the  undersigned  managerial  employee  ("Employee"),  agree, in connection with
Employee's  employment  by  Interland  and in  consideration  of the  rights and
benefits given to Employee in connection  with such  employment (the receipt and
consideration of which is hereby acknowledged) agree as follows.

1)   Confidentiality.

     a)   During  Interland's  employment  of Employee  (whether  in  Employee's
          current  capacity  or in any other  future  capacity),  Interland  may
          disclose to  Employee,  either  orally,  in writing or by other means,
          trade  secrets  and  proprietary  information  concerning  Interland's
          business, finances, products,  customers, vendors, computer technology
          and other  technical,  commercial  or  financial  affairs of Interland
          which are not in the  public  domain  and which  have been  reasonably
          restricted by Interland as  confidential,  hereinafter  referred to as
          the "CONFIDENTIAL INFORMATION."

     b)   Employee  shall  hold  in  trust  and   confidence  the   CONFIDENTIAL
          INFORMATION  and shall not disclose such  CONFIDENTIAL  INFORMATION to
          any third party, except as agreed by Interland in writing.

     c)   Employee  agrees  not to use  the  CONFIDENTIAL  INFORMATION  for  any
          purpose  other  than in the  performance  of  Employee's  duties as an
          employee of Interland.

     d)   Employee's  obligations  in  this  Section  1 will  not  apply  to any
          CONFIDENTIAL  INFORMATION  which was: (i) at the time of disclosure to
          Employee,  in the public  domain;  (ii) after  disclosure to Employee,
          published or otherwise,  becomes part of the public domain  through no
          fault of Employee;  (iii)  without a breach of duty owed to Interland,
          in Employee's  possession at the time of disclosure to Employee;  (iv)
          received after disclosure to Employee of such information from a third
          party who had a lawful right to and,  without a breach of duty owed to
          Interland,   did  disclose  such  information  to  Employee;   or  (v)
          independently  developed by Employee without reference to CONFIDENTIAL
          INFORMATION.

     e)   The covenants of confidentiality set forth herein (i) will apply after
          the date hereof to any CONFIDENTIAL  INFORMATION disclosed to Employee
          and (ii) will  continue  and must be  maintained  from the date hereof
          until termination of Employee's  employment,  plus (A) with respect to
          trade  secrets (as defined by  applicable  law),  at any and all times
          after  termination  of Employee's  employment  during which such trade


                                       12
<PAGE>

          secrets retain their status as such under applicable law; and (B) with
          respect to CONFIDENTIAL INFORMATION, for a period equal to the shorter
          of two (2) years after termination of Employee's employment,  or until
          such  CONFIDENTIAL  INFORMATION  no longer  qualifies as  CONFIDENTIAL
          INFORMATION under this Agreement or applicable law.

2)   Inventions

     a)   Employee  hereby  irrevocably  assigns to Interland  all of Employee's
          rights to all  Subject  Inventions  (as  defined  below) in the United
          States  and all  other  countries  and the  right  to  claim  priority
          therein.  "Subject  Invention"  means any Invention (as defined below)
          which is conceived by Employee  while  employed by Interland or within
          one (1) year after  termination  of employment  solely or jointly with
          others and (i) relates to the actual or anticipated business, research
          or development  of Interland,  (ii) results from any work performed by
          Employee  using any  equipment,  facilities,  materials,  Confidential
          Information  or  personnel of  Interland,  or (iii) is suggested by or
          results  from any task  assigned or  performed  by Employee  for or on
          behalf of Interland. "Invention" means any idea, invention, discovery,
          improvement,  innovation, design, process, method, formula, technique,
          machine,  article of manufacture,  composition of matter, algorithm or
          computer program, as well as improvements thereto.

     b)   If Employee has previously  conceived of any Invention or acquired any
          ownership  interest  in  any  Invention,   which:  (i)  is  Employee's
          property,  solely or  jointly;  (ii) is not  described  in any  issued
          patent as of the commencement of Employee's employment with Interland;
          and (iii)  would be a Subject  Invention  if such  Invention  was made
          while  an  Interland  employee;  then  Employee  must,  at  Employee's
          election,  either: (i) provide Interland with a written description of
          the  Invention on Exhibit  2.1, in which case the written  description
          (but  no  rights  to the  Invention)  shall  become  the  property  of
          Interland;  or (ii) provide  Interland  with the license  described in
          Section 2(c) of this Agreement.

     c)   If  Employee  has  previously  conceived  or  acquired  any  ownership
          interest in an Invention  described above in Section 2(b) and Employee
          elects not to disclose such Invention to Interland as provided  above,
          then  Employee  hereby  grants to Interland a  nonexclusive,  paid up,
          royalty-free  license to use and practice the  Invention,  including a
          license under all patents to issue in any country which pertain to the
          Invention.

     d)   If Employee owns any issued United States Patent or foreign equivalent
          thereof,  or Employee is an inventor,  either individually or jointly,
          of any issued  United  States  Patent or foreign  equivalent  thereof,
          Employee must provide the United  States Patent number and/or  foreign
          number for any such  patent or foreign  equivalent  thereof in Exhibit
          2.1.  Otherwise,  Employee  represents  that  Employee  owns no United
          States Patent or foreign equivalent thereof,  individually or jointly,
          except those described on Exhibit 2.1.

                                       13
<PAGE>

     e)   Employee agrees that should Interland elect to file an application for
          patent,  either in the United  States or in any  foreign  country on a
          Subject  Invention  for which  Employee is an inventor,  Employee will
          execute   all   necessary   documentation   relating   to  the  patent
          application,  including  formal  assignments  to  Interland,  and will
          cooperate  with  attorneys or other  persons  designated by Company to
          provide all  information  necessary for the  prosecution of the patent
          application(s) in the United States and any foreign country.  Employee
          also agrees to assist  Interland  in every  proper way to maintain its
          patents during and following the period of employment  including,  but
          not limited to, the performance of all lawful acts, such as the giving
          of testimony in any interference  proceedings,  infringement suits, or
          other  litigation,   as  may  be  deemed  necessary  or  advisable  by
          Interland.

3)   Copyrights.

     a)   Employee  agrees that any Works (as defined below) created by Employee
          in the course of  Employee's  duties as an employee of  Interland  are
          subject to the "Work for Hire"  provisions  contained  in Sections 101
          and 201 of the United  States  Copyright  Law,  Title 17 of the United
          States  Code.  "Work"  means  any  copyrightable  work of  authorship,
          including without limitation,  any technical descriptions for products
          and services, user's guides, graphical works, audiovisual works, sound
          recordings,  advertising  materials,  computer programs, web sites and
          content and any contribution to such materials.  All right,  title and
          interest to copyrights in all Works that have been or will be prepared
          by Employee within the scope of Employee's employment with the Company
          will be the property of the Company.  Employee further agrees that, to
          the extent the provisions of Title 17 of the United States Code do not
          vest the  copyrights  to any  Works in the  Company,  Employee  hereby
          assigns to the Company  all right,  title and  interest to  copyrights
          that Employee may have in the Works.

     b)   If Employee  owns any  ownership  interest in any Work,  Employee will
          list any such Work on Exhibit 2.1. Otherwise,  Employee will not claim
          any ownership  rights in any Works,  except those described on Exhibit
          2.1.

     c)   Employee  also  agrees to assist the  Company  in every  proper way to
          maintain its Copyrights  during and following the period of employment
          including,  but not limited to, the  performance  of all lawful  acts,
          such as the giving of  testimony  in any  infringement  suits or other
          litigation as may be deemed necessary or advisable by the Company.

4)   Non-Solicitation of Customers.  During the term of Employee's employment by
     Interland and for a period of six (6) months  following the  termination of
     such  employment,  Employee shall not,  either  directly or indirectly,  on
     Employee's behalf or on behalf of others (a) solicit, divert or appropriate
     to any  Competing  Business  (as defined  below) or (b) attempt to solicit,
     divert or  appropriate  to any  Competing  Business,  any business from any
     customer or actively  sought  prospective  customer of Interland  with whom


                                       14
<PAGE>

     Employee had contact on behalf of Interland. "Competing Business" means any
     business  organization  of  whatever  form  engaged,   either  directly  or
     indirectly,  which is the  same  as,  or  substantially  the  same as,  the
     Business  of  Interland.  "Business  of  Interland"  means the  business of
     developing  and  providing  Web hosting and related  services  and products
     including  without  limitation  email  services,  website  development  and
     hosting and e-commerce services.

5)   Non-Solicitation of Employees.  During the term of Employee's employment by
     Interland  and for a period of one (1) year  following the  termination  of
     Employee's  employment,  Employee shall not, either directly or indirectly,
     on Employee's  own behalf or on behalf of others,  solicit,  divert or hire
     away, or attempt to solicit,  divert,  or hire away, any person employed by
     Interland at any facility where Employee  performed  services or any person
     employed by Interland with whom Employee had regular  contact in the course
     of Employee's employment by Interland.

6)   Contracts With Others

     a)   Employee  agrees to provide to the  Company,  upon the  execution  and
          delivery of this  Agreement,  a copy of the pertinent  portions of any
          applicable  employment,  consulting  or  subcontracting  agreement and
          other  similar  documents,  (described  on Exhibit  2.1),  executed by
          Employee  with a former  employer or any business or person with which
          Employee has been associated, which prohibits Employee during a period
          of time from: (i) competing with or  participating in a business which
          competes with Employee's former employer or business;  (ii) soliciting
          personnel  of the  former  employer  or  business  to leave the former
          employer's  employment or to leave the business;  or (iii)  soliciting
          customers  of the former  employer  or  business  on behalf of another
          business.

     b)   Employee  represents to the Company that Employee has not entered into
          any agreement with any other party which purports to require  Employee
          to  assign  any  Work or any  Invention  created,  conceived  or first
          practiced by Employee  during a period of time which includes the date
          of  Employee's  commencement  of  employment  with the  Company nor is
          Employee  subject to any law, court order or regulation which purports
          to require  such  assignment,  except as  described  on  Exhibit  2.1.
          Employee  will  obtain and  provide to the Company a copy of the above
          described agreement(s) and a reference to any such law, court order or
          regulation.

7)   Non-Competition  Employee  acknowledges  that he or she is  being  hired by
     Interland  because of his or her unique  skills and  abilities and that, by
     virtue of being hired by Interland, Employee will learn special, unique and
     confidential matters pertaining to Interland and the Business of Interland.
     Employee agrees that, during  Employee's  employment and for six (6) months
     after the termination of Employee's  employment for any reason (such period
     being  the  "Non-Competition  Period"),  Employee  will  not,  directly  or
     indirectly, (i) be employed (whether as an employee or as a consultant) for
     the purpose of providing  Protected Services to a Competing Business in the
     Protected  Territory,  (ii)  purchase or accept a beneficial  interest in a


                                       15
<PAGE>

     Competing  Business in the  Protected  Territory  (except that Employee may
     purchase  publicly-traded  securities  in Competing  Businesses  so long as
     Employee's  holdings in such  Competing  Business do not exceed one percent
     (1%) of the aggregate  outstanding  shares in such Competing  Business,  or
     (iii) serve as on the board of directors or similar  governing  body of any
     Competing  Business.  For purposes of this Section,  "Protected  Territory"
     means (y) the area  within  fifty  (50) miles of  Interland's  headquarters
     location on the date  Employee's  employment is terminated and (z) the area
     within fifty (50) miles of  Employee's  primary  place of work on behalf of
     Interland on the date Employee's employment is terminated.  For purposes of
     this Section,  "Protected Services" means those services and other services
     reasonably  related  thereto  that  Employee  is being  hired to provide to
     Interland.

8)   Miscellaneous.  This  Agreement  may not be  amended,  nor  any  obligation
     waived,  except  in a  writing  signed  by  Interland  and  Employee.  This
     Agreement  is not  assignable  or delegable in whole or in part by Employee
     without the written consent of Interland.  This Agreement shall be governed
     and  construed  by the laws of the State of Georgia,  without  reference to
     conflict of law principles.  An executed  original of this Agreement may be
     delivered by facsimile,  which shall be binding as an original. If any part
     of this Agreement is held by any legal authority to be  unenforceable or is
     severed by any legal  authority,  the remainder of such agreement  shall be
     enforced to the maximum extent allowed by applicable law.



INTERLAND, INC.                                 EXECUTIVE



By:  /s/ Jeffrey M. Stibel                      /s/ Will Pemble
     -----------------------------              --------------------------

Name:  Jeffrey M. Stibel                         Name: Will Pemble
      ----------------------------

Title:   President & C.E.O.                      Date: 12/22/05
      ----------------------------                    -------------------

Date:  12/22/05
      ----------------------------



                                       16
<PAGE>


                               Works of Employee

Inventions:  (None, unless listed here)  _______________________________
             ___________________________________________________________
             ___________________________________________________________

Patents:     (None, unless listed here)  _______________________________
             ___________________________________________________________
             ___________________________________________________________

Copyrights:  (None, unless listed here)  _______________________________
             ___________________________________________________________
             ___________________________________________________________


                                       17
<PAGE>



                                    EXHIBIT 3

                           RESTRICTED STOCK AGREEMENT



                                       18