EXHIBIT 10.1

                              AMENDED AND RESTATED
                     LINE OF CREDIT NOTE AND LOAN AGREEMENT

$2,334,375                                           December 22, 2005


INTERLAND,  INC., a Minnesota corporation  ("INTERLAND") and WDC HOLDCO, INC., a
Delaware  corporation   ("SUBSIDIARY"  and  collectively  with  Interland,   the
"BORROWERS," and each individually,  a "BORROWER"),  for value received, jointly
and  severally,   promise  to  pay  WEB  SERVICE  COMPANY,  INC.,  a  California
corporation  with a principal  address of 3690  Redondo  Beach  Avenue,  Redondo
Beach,  California  90278-1165  (the  "LENDER"),  or its  order,  the  aggregate
principal amount of Two Million Three Hundred Thirty-Four Thousand Three Hundred
Seventy-Five Dollars ($2,334,375),  in accordance with the terms, conditions and
provisions set forth herein.

This Amended and Restated Line of Credit and Loan Agreement (this "Note") is the
Note referred to in the Intellectual  Property Purchase and Sale Agreement dated
as of  November  28,  2005  between  Borrowers  and  Lender  (the  "IP  PURCHASE
AGREEMENT").  Pursuant to the IP Purchase Agreement,  Borrowers agreed to assume
the liabilities and obligations of Web Internet,  LLC ("WEB  INTERNET")  under a
Line of Credit and Loan Agreement dated as of January 1, 2003 between Lender and
Web  Internet,  as amended by an Amended Loan  Agreement  dated as of August 31,
2004 and a First  Amendment to Amended Loan  Agreement  dated as of December 14,
2004  (collectively,  as  amended  and  restated  hereby  and from  time to time
hereafter,  the "LOAN  AGREEMENT").  This Note  amends and  supersedes  the Loan
Agreement.

1. INTEREST RATE. This Note shall bear simple interest at a fixed annual rate of
Three Percent (3.0%).

2. PAYMENTS.  The principal  balance and accrued  interest of this Note shall be
due and  payable in the amounts and on or before the dates set forth on Schedule
A to this Note,  which schedule is attached  hereto and  incorporated  herein by
reference.  Any and all unpaid  principal and accrued  interest shall be due and
payable on December 1, 2008 (the  "MATURITY  DATE").  All payments due hereunder
shall be made to the holder of this Note in United  States  Dollars and shall be
in the form of  immediately  available  funds  acceptable  to the holder of this
Note.

3. APPLICATION  OF PAYMENTS.  All  payments  received by Lender from or for the
account of Borrowers due  hereunder  shall be applied by Lender in the following
manner:

     First: To pay any and all costs, advances,  late charges,  expenses or fees
due, owing and/or payable to Lender, or paid or incurred by Lender, arising from
or out of this and any and all  other  instruments,  agreements  (including  the
Pledge and Security Agreement of even date herewith between Borrowers and Lender
(the  "SECURITY  AGREEMENT")  and  documents  executed  in  connection  with  or
otherwise pertaining to this Note;

     Second: Payment of any accrued but unpaid interest on the Note; and


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     Third: Payment of the outstanding principal balance of this Note.

All  records of  payments  received by Lender  shall be  maintained  at Lender's
address as set forth above,  and the records of Lender  shall,  absent  manifest
error, be binding and conclusive upon Borrowers. The failure of Lender to record
any payment or expenses shall not limit or otherwise  affect the  obligations of
Borrowers under this Note.

4.  UNPAID CHARGES AND COSTS; LATE CHARGES.

Borrowers  acknowledge  that if any  payment  required  under  this  Note is not
received by Lender  within  thirty (30) calendar days after the same becomes due
and payable,  Lender will incur extra administrative expenses (i.e., in addition
to expenses  incident to receipt of timely  payment)  and the loss of the use of
funds in connection with the delinquency in payment.  Because the actual damages
suffered by Lender by reason of such administrative  expenses and loss of use of
funds would be  impracticable  or extremely  difficult to  ascertain,  Borrowers
agrees that five percent (5%) of the amount of the  delinquent  payment shall be
the amount of damages  which Lender is entitled to receive upon such breach,  in
compensation  therefor.  Therefore,  Borrowers  shall,  in such  event,  without
further demand or notice,  pay to Lender, as Lender's monetary recovery for such
extra  administrative  expenses and loss of use of funds,  liquidated damages in
the amount of five percent  (5%) of the amount of the  delinquent  payment.  The
provisions of this  paragraph are intended to govern only the  determination  of
damages in the event of a breach in the  performance of Borrowers to make timely
payments hereunder. Nothing in this Note shall be construed as in any way giving
Borrowers  the  right,  express  or  implied,  to fail to make  timely  payments
hereunder,  whether  upon  payment of such  damages or  otherwise.  The right of
Lender to receive  payment of such  liquidated and actual  damages,  and receipt
thereof, are without prejudice to the right of Lender to collect such delinquent
payments and any other amounts  provided to be paid  hereunder,  or to declare a
Default hereunder.

5.  HOLIDAYS.  Whenever any payment to be made under this Note shall be due on a
Saturday,  Sunday or legal holiday generally  recognized by banks doing business
in  California  or  Georgia,  then  the due  date  for  such  payment  shall  be
automatically extended to the next succeeding business day.

6.  OFFSETS  AND  DEDUCTIONS.  All  payments  under  the  Note  shall be made by
Borrowers  without any offset,  decrease,  reduction or deduction of any kind or
nature  whatsoever,  including,  but not limited to, any decrease,  reduction or
deduction  for, or on account of, any  offset,  withholdings,  present or future
taxes,  present  or future  reserves,  imposts  or duties of any kind or nature,
unless a deduction is required by law.

7.  DEFAULT.  Any one or more  of the  following  events  or  occurrences  shall
constitute a default under this Note (hereinafter "DEFAULT"):

     (a)  A failure  by the  Borrowers  to make a payment  of the  principal  or
          interest  of this Note  within ten (10)  calendar  days after the same
          shall become due and payable;

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     (b)  If  Borrowers  shall  (1)  commence  any  proceeding  or other  action
          relating  to it in  bankruptcy  or seek  reorganization,  arrangement,
          readjustment  of  its  debts,  dissolution,  liquidation,  winding-up,
          composition  or any other relief under the U.S.  Bankruptcy  Code,  or
          under any other insolvency, reorganization,  liquidation, dissolution,
          arrangement,  composition,  readjustment  of debt or any other similar
          act or law, of any jurisdiction; or (2) admit the material allegations
          of any petition or pleading in connection with any such proceeding; or
          (3) apply for,  or  consent or  acquiesce  to,  the  appointment  of a
          receiver, conservator, trustee or similar officer for it or for all or
          a substantial part of its property;  or (4) make a general  assignment
          for the benefit of  creditors;  or (5) be unable,  or admit in writing
          that it is unable, to pay its debts as they mature; or (6) have any of
          the foregoing  proceedings  commenced  against it by a third party and
          such  proceeding or proceedings  are not stayed,  dismissed or vacated
          within thirty (30) days;

     (c)  The  occurrence  of an "Event of Default"  as defined in the  Security
          Agreement;

     (d)  If any representation,  warranty or certification made by Borrowers in
          the IP Purchase  Agreement or the Security Agreement shall prove to be
          false or misleading in any material respect; or

     (e)  If Borrowers shall default in the due observance or performance of any
          covenant,  condition  or  agreement  to be  observed or  performed  by
          Borrowers  pursuant  to this Note,  the IP Purchase  Agreement  or the
          Security Agreement.

Upon the occurrence of a Default hereunder, Lender may, in its sole and absolute
discretion, declare the entire unpaid principal balance, together with all other
amounts and/or  payments due  hereunder,  immediately  due and payable,  without
notice and/or demand.

8.  SECURITY AGREEMENT.  The obligations of Borrowers under and pursuant to this
Note are  secured  by a lien on the  Collateral  as that term is  defined in the
Security Agreement.

9.  PREPAYMENT.  Borrowers may prepay all or any portion of the principal amount
of this Note without  penalty;  provided  that written  notice of  prepayment is
received by Lender concurrently therewith.

10. COVENANT  NOT  TO  SUE.  Borrowers,  jointly  and  severally,  on  behalf of
themselves and all of their respective  heirs,  successors and assigns,  remise,
release,  acquit,  satisfy and forever  discharge  Lender or any  subsidiary  or
affiliate  of  Lender,  and  all of  the  past,  present  and  future  officers,
directors,    contractors,     employees,    agents,    servicers,    attorneys,
representatives,  participants,  successors  and assigns of Lender and  Lender's
predecessors  in  interest  (collectively,  "LENDER  PARTIES")  from any and all
manner of debts,  accountings,  bonds, warranties,  representations,  covenants,
promises,  contracts,  controversies,   agreements,  liabilities,   obligations,
expenses, damages, judgments,  executions,  actions, inactions,  claims, demands
and causes of action of any nature whatsoever,  at law or in equity,  either now
accrued or  subsequently  maturing,  which either  Borrower now has or hereafter
can,  shall or may have by  reason  of any  matter,  cause  or  thing,  from the
beginning of the world to and  including the date of this Note arising out of or


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relating  to  the  Loan   Agreement  and   transactions   contemplated   thereby
(collectively,  the "WAIVED CLAIMS");  provided,  however, that Borrowers do not
release any of the Lender Parties from any claims that may exist,  either in the
past or the future,  arising out of or in connection  with the  representations,
warranties and obligations of the Lender under the IP Purchase  Agreement or the
Security Agreement.  Borrowers, jointly and severally, for themselves and all of
their  respective  heirs,  successors  and assigns,  covenant and agree never to
institute or cause to be instituted or continue prosecution of any suit or other
form of action or proceeding of any kind or nature whatsoever against any of the
Lender  Parties by reason of or in  connection  with any of the  Waived  Claims.
Neither Web Internet nor William  Pemble shall be  considered a Lender Party for
purposes of this Section 10,

11. TIME IS OF THE  ESSENCE.  Time is of the essence for all  payments and other
obligations due under this Note.

12. WAIVERS.  Borrowers  hereby waives grace,  diligence,  presentment,  demand,
notice of demand, dishonor, notice of dishonor,  protest, notice of protest, any
and all exemption rights against the indebtedness evidenced by this Note and the
right to plead any statute of  limitations  as a defense to the repayment of all
or any  portion  of this Note to the  fullest  extent  allowed  by law,  and all
compensation  of  cross-demands  . No  failure  to  exercise,  and no  delay  in
exercising, any right, power or remedy hereunder or under any document delivered
to Lender  shall impair any right,  power or remedy  which Lender may have.  The
rights and remedies of Lender are  cumulative and not exclusive of any rights or
remedies which Lender would otherwise have.

13.  AMENDMENT.  No waiver or  modification of any of the terms or provisions of
this Note  shall be valid or  binding  unless  set forth in a writing  signed by
Lender and Borrowers and then only to the extent therein specifically set forth.

14. GOVERNING LAW; JURISDICTION. This Note and all transactions hereunder and/or
evidenced  hereby  shall  be  governed  by,  construed  under  and  enforced  in
accordance with the laws of the State of California without giving effect to the
choice of law  principles  thereof.  Borrowers  and Lender hereby agree that the
United States District Court for the Central District of California shall be the
preferred choice of forum and shall have  jurisdiction  over any legal action or
proceeding  brought by either party to enforce its rights or  obligations  under
this Note.  Any claim or dispute  arising  out of this Note shall be resolved by
arbitration  in  accordance  with the  applicable  provisions of the IP Purchase
Agreement.

15.  AUTHORITY.  Each Borrower hereby represents and warrants to Lender that, by
its execution below,  (i) such Borrower has the full power,  authority and legal
right to execute,  deliver and perform its obligations under this Note, and (ii)
the indebtedness  evidenced hereby constitutes a valid and binding obligation of
such Borrower without exception or limitation.

16.  ASSIGNMENT.  Neither this Note nor any rights or  obligations  of Borrowers
hereunder  may be  assigned  without  the  express  written  consent  of Lender.
Notwithstanding the foregoing, this Note shall be binding upon Borrowers and its
respective heirs, representatives, successors and assigns.

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17.  INVALID  PROVISIONS.  If any one of the  provisions  of this Note  shall be
invalid,  illegal or  unenforceable in any respect,  the validity,  legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.

18.  ATTORNEYS'  FEES.  Borrowers  hereby  agree to pay any and all costs and/or
expenses  paid  and/or  incurred  by Lender by reason  of, as a result of, or in
connection  with,  this  Note,  including,  but  not  limited  to,  any  and all
reasonable  attorneys' fees and related costs whether such costs and/or expenses
are paid or  incurred  in  connection  with the  enforcement  of this Note,  the
protection  and/or  preservation  of the  collateral  or security  for this Note
and/or any other rights,  remedies  and/or  interests of Lender,  whether or not
suit is filed.  Borrowers'  agreement to pay any and all such costs and expenses
includes,  but is not limited to, costs and expenses  incurred in enforcing  any
judgment  obtained  by  Lender  and in  connection  with  any  and  all  appeals
therefrom. All such costs and expenses are immediately due and payable to Lender
by Borrowers, whether or not demand therefor is made by Lender.

     IN WITNESS  WHEREOF,  Borrowers have executed this Note on the day and year
first above written.


BORROWERS:

INTERLAND, INC.



By: /s/ Jeffrey M. Stibel
   ------------------------------------
Name:  Jeffrey M. Stibel
Title: President and C.E.O.

WDC HOLDCO, INC.


By: /s/ Anthony T. Panaccione
   ------------------------------------
Name:  Anthony T. Panaccione
Title: President


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AGREED AND ACCEPTED:

WEB SERVICE COMPANY, INC.


By: /s/ William E. Bloomfield, Jr.
   ------------------------------------
Name:  William E. Bloomfield, Jr.
Title: Chairman


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                                   Schedule A

                                Payment Schedule


                                            PAYMENT
              LOAN BALANCE --------------------------------------- LOAN BALANCE
PAYMENT DATE  BEGINNING      INTEREST    PRINCIPAL      TOTAL         ENDING
  1/1/2006    2,334,375.00   5,835.94    62,050.51     67,886.45    2,272,324.49
  2/1/2006    2,272,324.49   5,680.81    62,205.64     67,886.45    2,210,118.85
  3/1/2006    2,210,118.85   5,525.30    62,361.15     67,886.45    2,147,757.70
  4/1/2006    2,147,757.70   5,369.39    62,517.06     67,886.45    2,085,240.64
  5/1/2006    2,085,240.64   5,213.10    62,673.35     67,886.45    2,022,567.29
  6/1/2006    2,022,567.29   5,056.42    62,830.03     67,886.45    1,959,737.26
  7/1/2006    1,959,737.26   4,899.34    62,987.11     67,886.45    1,896,750.15
  8/1/2006    1,896,750.15   4,741.88    63,144.57     67,886.45    1,833,605.58
  9/1/2006    1,833,605.58   4,584.01    63,302.44     67,886.45    1,770,303.14
 10/1/2006    1,770,303.14   4,425.76    63,460.69     67,886.45    1,706,842.45
 11/1/2006    1,706,842.45   4,267.11    63,619.34     67,886.45    1,643,223.11
 12/1/2006    1,643,223.11   4,108.06    63,778.39     67,886.45    1,579,444.71
  1/1/2007    1,579,444.71   3,948.61    63,937.84     67,886.45    1,515,506.88
  2/1/2007    1,515,506.88   3,788.77    64,097.68     67,886.45    1,451,409.19
  3/1/2007    1,451,409.19   3,628.52    64,257.93     67,886.45    1,387,151.27
  4/1/2007    1,387,151.27   3,467.88    64,418.57     67,886.45    1,322,732.69
  5/1/2007    1,322,732.69   3,306.83    64,579.62     67,886.45    1,258,153.08
  6/1/2007    1,258,153.08   3,145.38    64,741.07     67,886.45    1,193,412.01
  7/1/2007    1,193,412.01   2,983.53    64,902.92     67,886.45    1,128,509.09
  8/1/2007    1,128,509.09   2,821.27    65,065.18     67,886.45    1,063,443.91
  9/1/2007    1,063,443.91   2,658.61    65,227.84     67,886.45      998,216.07
 10/1/2007      998,216.07   2,495.54    65,390.91     67,886.45      932,825.16
 11/1/2007      932,825.16   2,332.06    65,554.39     67,886.45      867,270.77
 12/1/2007      867,270.77   2,168.18    65,718.27     67,886.45      801,552.50
  1/1/2008      801,552.50   2,003.88    65,882.57     67,886.45      735,669.93
  2/1/2008      735,669.93   1,839.17    66,047.28     67,886.45      669,622.66
  3/1/2008      669,622.66   1,674.06    66,212.39     67,886.45      603,410.26
  4/1/2008      603,410.26   1,508.53    66,377.92     67,886.45      537,032.34
  5/1/2008      537,032.34   1,342.58    66,543.87     67,886.45      470,488.47
  6/1/2008      470,488.47   1,176.22    66,710.23     67,886.45      403,778.24
  7/1/2008      403,778.24   1,009.45    66,877.00     67,886.45      336,901.24
  8/1/2008      336,901.24     842.25    67,044.20     67,886.45      269,857.04
  9/1/2008      269,857.04     674.64    67,211.81     67,886.45      202,645.23
 10/1/2008      202,645.23     506.61    67,379.84     67,886.45      135,265.40
 11/1/2008      135,265.40     338.16    67,548.29     67,886.45       67,717.11
 12/1/2008       67,717.11     169.29    67,717.16     67,886.45          (0.05)


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