EXHIBIT 10.1

             SEPARATION AGREEMENT AND MUTUAL RELEASE OF ALL CLAIMS



EMPLOYEE:                                                Allen L. Shulman

DATE OF HIRE:                                            November 5, 2001

DATE OF TERMINATION:                                     October 18, 2005



     THIS  SEPARATION  AGREEMENT AND MUTUAL  RELEASE OF ALL CLAIMS  (hereinafter
"the Agreement") is entered into by and among  Interland,  Inc. ("the Company"),
and the employee identified above ("Employee").

                                   BACKGROUND

     Employee and the Company are  terminating  their  employment  relationship,
including without  limitation their employment  relationship  under that certain
Employment  Agreement  between  Company and Employee  dated November 1, 2001, as
amended  from time to time (the  "Employment  Agreement"),  and desire to settle
fully and finally all  differences  between them that may arise out of or relate
to Employee's  employment  with the Company and all other claims Employee has or
may have through the Effective Date.

     NOW,  THEREFORE,  in consideration of this recital,  the mutual  agreements
contained  herein  and  other  good and  valuable  consideration,  the  receipt,
adequacy and  sufficiency of which is hereby  acknowledged,  the parties to this
Agreement hereby agree, promise and covenant as to each of the following:

1. Capacity to Execute.  Each of the parties represents and warrants that she/he
or it is legally viable and competent to enter into this  Agreement,  is relying
on  independent  judgment  and the  advice  of  legal  counsel  and has not been
influenced,  pressured  or  coerced  to any  extent  whatsoever  in making  this
Agreement by any  representations  or statements  made by the Company and/or any
person or persons representing the Company,  and that the individuals  executing
this  Agreement  on her/his or its behalf are  authorized  to do so. Each of the
parties  further  represents  and  warrants  that  she/he  or it has  not  sold,
assigned, transferred,  conveyed or otherwise disposed of all or any part of the
claims released hereunder, whether known or unknown.

2. Specific Consideration Provided to Employee.

(a) In exchange for the release  provided  hereunder and other good and valuable
consideration,  and following the Effective Date assuming that this Agreement is
not revoked  pursuant  to Section 12, in lieu of any  payments or benefits to be
provided pursuant to the Employment Agreement,  the Company will pay Employee an
amount in cash  equal to  $362,500  less all  legally  required  deductions  and
withholdings.  The  Severance  Amount  will be paid  out in a  single  lump  sum
promptly following the Effective Date, as defined in Section 12(e).


<PAGE>

(b) In addition,  Company  undertakes to indemnify  and defend  Employee for any
claims asserted against the Employee arising out of Employee's  actions taken on
behalf of the Company within the scope of Employee's  employment,  to the extent
and in the manner provided in the Company's  By-laws and the Minnesota  Business
Corporations Act.

(c) The severance  obligations  set forth in Section 2 are the total payment and
severance  obligations  under  this  Agreement,  which  represent  payments  and
obligations  that  Employee  would not otherwise be entitled to receive from the
Company.  Employee shall  accordingly also be entitled to receive salary through
the Date of  Termination,  pay for  accrued  but  unused  "time-off  with  pay",
reimbursement  for (or direct  payment of)  submitted  and  authorized  expenses
incurred  prior to the Date of  Termination  , and any benefits  provided in the
ordinary course by Company benefit plans. Accordingly,  Employee understands and
warrants that no further amount is or shall be due or claimed to be due from the
Company and/or from any other person or entity  released in Section 3 below with
respect to any claim or claims released in Section 3 below,  including,  but not
limited to, any and all claims for  attorneys'  fees and the costs of litigation
that  she/he may have under any  federal,  state or local law,  common law or in
equity;  provided,  however,  that the  severance  obligations  do not supersede
Employee's  rights to  indemnification,  advancement  of expenses,  or insurance
coverage  under  Section  2(b) of this  Agreement,  the  Company's  Bylaws;  the
Minnesota Business Corporation Act; applicable insurance policies; and any other
agreement,  contract,  law, or  otherwise  under  which  Employee is entitled to
indemnification,  advancement of expenses, or insurance coverage, for liability,
fees, and costs associated with claims asserted against the Employee.

(d) Employee  agrees to be responsible  for, and to pay in a timely manner,  all
federal,  state and local taxes that may be due on all payments  hereunder,  and
she/he  further  agrees to indemnify  and hold harmless the Company from any and
all costs and expenses that it may incur in the future if any federal, state, or
local  government  agency  or any  other  person  or  entity  asserts  that  any
withholding,  taxes,  or other  amounts  should have been paid by the Company in
connection with this payment, and such indemnification shall include, but not be
limited to, any taxes,  interest,  penalties,  and  reasonable  attorneys'  fees
incurred by the Company in connection therewith.

(e) In  consideration  of the severance  payment provided for by this Agreement,
Employee hereby  surrenders to the Company for cancellation each and every stock
option granted to Employee prior to the date of this Agreement, as summarized on
EXHIBIT A hereto,  and which stock  options  Employee  represents  have not been
exercised, sold, hypothecated or otherwise transferred.

(f)  Employee  agrees to  cooperate  with the  Company as a fact  witness in any
litigation to which the Company is a party and agrees to appear, for interviews,
deposition testimony and trial testimony,  with reasonable advance notice, for a
per diem payment of $1,000 per day,  which rate  approximates  Employee's  daily
rate  of pay  as of the  date  of  this  Agreement,  plus  reimbursement  of any
reasonable and necessary out-of-pocket fees and expenses.

3. Mutual Release of all Claims by the Parties.

(a) In consideration of the concessions provided for in Section 2 and other good
and valuable consideration,  the receipt,  adequacy, and sufficiency of which is

<PAGE>

hereby  acknowledged,  Employee and her/his  heirs,  executors,  administrators,
agents,  assigns,   receivers,   attorneys,   servants,  legal  representatives,
predecessors  and  successors  in  interest,  regardless  of form,  trustees  in
bankruptcy or otherwise, wards, and any other representative or entity acting on
her/his or their behalf, pursuant to, or by virtue of the rights of any of them,
do hereby now and forever  unconditionally  release,  discharge,  and acquit the
Company  and any parent,  subsidiary  or related  companies,  and any and all of
their  employees,  agents,   administrators,   assigns,  receivers,   attorneys,
servants,  legal  representatives,  affiliates,  predecessors  and successors in
interest,  regardless of form, and trustees in bankruptcy or otherwise, from any
and all claims, rights,  demands,  actions,  suits, damages,  losses,  expenses,
liabilities, indebtedness, and causes of action, of whatever kind or nature that
accrued from the  beginning of time through the  Effective  Date,  regardless of
whether  known or unknown,  and  regardless  of whether  asserted by Employee to
date,  including,  but not  limited  to, all claims for or  relating to assault,
battery,   negligence,   negligent  hiring,   negligent   retention,   negligent
supervision,   negligent  training,   negligent  or  intentional  infliction  of
emotional distress,  false imprisonment,  defamation (whether libel or slander),
personal injury, bodily injury, bad faith, pain and suffering, medical expenses,
wage and hour,  lost income and  earnings  (including,  but not limited to, back
pay, front pay and any other form of present or future income,  benefits  and/or
earnings),  equitable reinstatement,  breach of any express or implied contract,
breach of the covenant of good faith and fair  dealing,  workers'  compensation,
wrongful termination,  wrongful demotion,  wrongful failure to promote, wrongful
deprivation  of  a  career  opportunity,   discrimination  (including  disparate
treatment and disparate impact),  hostile work environment,  quid pro quo sexual
harassment,  retaliation,  any  request to submit to a drug or  polygraph  test,
and/or  whistleblowing,  whether said claim(s) are brought pursuant to Title VII
of the Civil  Rights Act of 1964,  the Civil Rights Act of 1991,  42 U.S.C.  ss.
1981, the Employee  Retirement  Income  Security Act of 1974, the Equal Pay Act,
the  Pregnancy  Discrimination  Act,  the  Fair  Labor  Standards  Act,  the Age
Discrimination  in Employment  Act, the  Americans  with  Disabilities  Act, the
Family and Medical Leave Act or any other constitutional,  federal,  regulatory,
state or local law,  or under the common  law or in equity.  Provided,  however,
that this Section 3(a) will not terminate Employee's right to indemnification to
the extent allowed by Applicable Law, for advancement of expenses,  or insurance
coverage under the Company's  Bylaws;  the Minnesota  Business  Corporation Act;
applicable  insurance  policies;  and any other  agreement,  contract,  law,  or
otherwise  under which Employee is entitled to  indemnification,  advancement of
expenses, or insurance coverage, for liability,  fees, and costs associated with
claims  asserted  against the  Employee  regardless  of whether  such claims are
asserted against Employee prior to or following the Effective Date.

(b) In consideration  of the concessions  provided for in Section 3(a) and other
good and valuable consideration, the receipt, adequacy, and sufficiency of which
is hereby  acknowledged,  the  Company  and any  parent,  subsidiary  or related
companies, and any and all of their employees, agents, administrators,  assigns,
receivers, attorneys, servants, legal representatives,  affiliates, predecessors
and  successors  in interest,  regardless  of form,  trustees in  bankruptcy  or
otherwise, and any other representative or entity acting on its or their behalf,
do  hereby  now and  forever  unconditionally  release,  discharge,  and  acquit
Employee and his heirs, executors, administrators, agents, receivers, attorneys,
servants,  legal  representatives,  predecessors  and  successors  in  interest,
regardless of form, trustees in bankruptcy or otherwise,  wards, pursuant to, or
by  virtue  of the  rights  of any of  them,  from any and all  claims,  rights,
demands, actions, suits, damages, losses, expenses,  liabilities,  indebtedness,

<PAGE>

and causes of action, of whatever kind or nature, of which the Company presently
has knowledge,  arising out of or related to acts  commencing from the beginning
of time through the Effective  Date,  including,  but not limited to, any claims
under other constitutional,  federal,  regulatory,  state or local law, or under
the common law or in equity.  The burden of proving the actual  knowledge of the
Company of such events,  occurrences or omissions giving rise to a claim against
Employee  shall be the Employee's  burden,  and shall only be established by the
actual,  conscious  knowledge  of (a) an  officer of the  Company  who is a Vice
President of the Company or higher,  or (b) the General  Counsel of the Company,
or (c) the Board of Directors of the Company, or (d) an appropriate committee of
the  Board  of  Directors  constituted  for a  purpose  related  to the  events,
occurrences  or omissions at issue.  Provided,  however,  that this Section 3(b)
will not  terminate the Company's  right to defend  against any claims  asserted
pursuant to the rights reserved by Employee in Section 3(a).

4. Covenant Not-to-Sue.

(a) Employee  covenants and agrees not to file or initiate a lawsuit against the
Company in regard to any  claims,  demands,  causes of action,  suits,  damages,
losses and expenses  released pursuant to Section 3(a), and Employee will ask no
other person or entity to initiate such a lawsuit on her/his behalf. If Employee
breaches this covenant and agreement, Employee must immediately repay and refund
to the Company all payments she/he received  pursuant to Section 2, and Employee
shall also indemnify and hold harmless the Company,  any related companies,  and
any of their officers, owners, directors,  employees and agents from any and all
costs incurred by any and all of them,  including  their  reasonable  attorneys'
fees, in defending  against any such  lawsuit.  Notwithstanding  the  foregoing,
Employee  retains  the right to bring suit  against  the  Company to enforce the
provisions  of this  Agreement  and to enforce  his  rights to  indemnification,
advancement of expenses,  or insurance  coverage under the the Company's Bylaws;
the Minnesota Business Corporation Act; applicable  insurance policies;  and any
other agreement, contract, law, or otherwise under which Employee is entitled to
indemnification,  advancement of expenses, or insurance coverage, for liability,
fees, and costs associated with claims asserted against the Employee.

(b) The Company  covenants and agrees not to file or initiate a lawsuit  against
Employee in regard to any claims,  demands,  causes of action,  suits,  damages,
losses and expenses  released  pursuant to Section 3(b) and the Company will ask
no other person or entity to initiate such a lawsuit on her/his  behalf.  If the
Company  breaches this covenant and agreement,  the Company shall also indemnify
and hold harmless  Employee,  any related  entities,  and any of their officers,
owners,  directors,  employees and agents from any and all costs incurred by any
and all of them,  including  their  reasonable  attorneys'  fees,  in  defending
against any such  lawsuit.  Provided,  however,  that this Section 3(b) will not
terminate the Company's right to defend against any claims asserted  pursuant to
the rights reserved by Employee in Sections 3(a) and 4(a).

5. No  Proceedings  Initiated.  Employee  represents  and warrants  that neither
she/he nor anyone acting on her/his  behalf has filed or initiated any charge or
claim against the Company in any administrative or judicial proceeding.

6.  Return of  Company  Property.  Employee  further  promises,  represents  and
warrants that he has returned t:

(a) all  property  of the  Company,  including,  but not limited to, any and all
files, records, credit cards, keys, identification cards/badges, computer access

<PAGE>

codes, computer programs,  instruction manuals,  equipment (including computers)
and business plans; (b) any other property which Employee  prepared or helped to
prepare in connection with Employee's  employment with the Company;  and (c) all
documents,  including logs or diaries (except  personal  diaries),  all tangible
materials,  including audio and video tapes, all intangible materials (including
computer  files),  and any and all copies or  duplicates of any such tangible or
intangible materials,  including any duplicates,  copies, or transcriptions made
of audio or video tapes, whether in handwriting or typewritten,  that are in the
possession,  custody or control of Employee or her/his attorneys, agents, family
members, or other  representatives,  which are alleged to support in any way any
of the claims  Employee has released  under this  Agreement,  including  but not
limited  to,  all  audio  and  videotapes   involving  any  officer,   director,
shareholder,  executive, manager, employee, agent, representative or attorney of
the Company, The parties acknowledge that Employee, for the purpose of preparing
for litigation, has been provided materials by counsel for the Company, and that
Employee  shall be entitled to retain such  materials,  solely for such purpose,
until their return is requested by the Company or its counsel.

7. No Voluntary  Assistance.  Employee  hereby  covenants and agrees that she/he
will not voluntarily assist, support, or cooperate with, directly or indirectly,
any entity or person alleging or pursuing any claim,  administrative  charge, or
cause of action against the Company,  including without  limitation by providing
testimony or other information,  audio or video recordings, or documents, except
under compulsion of law. If compelled to testify, nothing contained herein shall
in any way inhibit or interfere  with  Employee  providing  completely  truthful
testimony.  Nor shall anything herein prevent  Employee's full  cooperation with
any investigation or other proceeding by the EEOC or any other federal, state or
local governmental agency.

8. Attorneys' Fees and Costs.  The parties to this Agreement,  individually  and
collectively,  shall be responsible for their own attorneys' fees and costs, and
for  extinguishing  any  attorneys'  liens  filed by their  counsel  of  record.
Employee  understands  and agrees that the  payments  contemplated  in Section 2
include and encompass any and all claims with respect to attorneys' fees, costs,
and expenses for and by any and all  attorneys  who have  represented  him, with
whom  she/he has  consulted  or who have done  anything in  connection  with the
subject matter of this Agreement or any of the claims being released  hereunder.
Provided,  however,  that the foregoing does not supersede  Employee's rights to
indemnification,  advancement of expenses,  or insurance coverage under the this
Agreement;  the  Company's  Bylaws;  the  Minnesota  Business  Corporation  Act;
applicable  insurance  policies;  and any other  agreement,  contract,  law,  or
otherwise  under which Employee is entitled to  indemnification,  advancement of
expenses, or insurance coverage, for liability,  fees, and costs associated with
claims asserted against the Employee.

9. No  Admission  of  Liability.  The parties  agree and  acknowledge  that this
Agreement  is a full and  complete  compromise  of the matters  released  herein
between the parties hereto;  that neither the releases nor the  negotiations for
this Agreement and the settlement  embodied herein,  including all statements or
communications made to date, shall be considered admissions by them.

10.  Other  Obligations.  Employee  acknowledges  that  the  provisions  of  his
Employment Agreement, Confidentiality,  Invention Assignment and Non-Competition

<PAGE>

Agreement  and other  agreements  with the  Company  which,  by their  terms are
intended to survive the  termination of the employment  relationship,  remain in
full  force  and  effect  and are not  waived  or  terminated  by virtue of this
Agreement.

11. Enforcement of this Agreement.

(a) In the event of a default or breach of this Agreement, each party is free to
pursue  whatever legal or equitable  remedies that may be available to him or it
to seek judicial enforcement of this Agreement, whether by injunction,  specific
performance, an action for damages or otherwise.

(b) Notwithstanding  Section 8 above, the parties expressly acknowledge that any
and all  attorneys'  fees and  expenses  incurred in any  proceeding  brought to
enforce this Agreement as a result of a breach thereof shall  constitute part of
the damages recoverable for any such breach.  Therefore, the prevailing party in
any action to enforce this  Agreement,  in addition to any other relief granted,
shall be entitled to recover its reasonable  costs,  including,  but not limited
to, attorneys' fees, expenses and costs.

12. OWBPA Rights.

(a)  Employee  is  advised  to seek legal  counsel  regarding  the terms of this
Agreement.  Employee acknowledges that he/she has either sought legal counsel or
has  consciously  decided not to seek legal  counsel,  contrary to the Company's
advice, regarding the terms and effect of this Agreement.

(b) Employee  acknowledges  that this Agreement  releases only those claims that
exist as of the date of Employee's execution of this Agreement.

(c) Employee  acknowledges that he/she may take a period of 21 (twenty-one) days
from the date of receipt of this  Agreement  within  which to consider  and sign
this Agreement. If Employee fails to sign this Agreement,  Employee shall not be
entitled to the consideration provided in Section 2.

(d) Employee  acknowledges that he/she will have seven (7) days from the date of
signing  this  Agreement  to revoke the  Agreement  in  writing in its  entirety
("Revocation Period").  Employee acknowledges that the Agreement will not become
effective or enforceable until the Revocation  Period has expired.  In the event
the Employee chooses to revoke this Agreement,  within the Revocation Period, he
or she will:

     (1) Revoke the  entire  Agreement  in a signed  writing,  delivered  to the
following  person on or before the seventh  (7th) day after he/she  executed the
Agreement:

         Interland Human Resources
         303 Peachtree Center Ave., Suite 500
         Atlanta, GA  30303

     (2)  Forfeit all  severance  and  payment  rights of the  Company  that are
contemplated by this Agreement; and


<PAGE>

     (3)  Return  the full  amount of  consideration  received,  if any,  to the
Company along with the signed writing.

(e) The "EFFECTIVE  DATE" of this Agreement  shall be the eighth (8th) day after
the date Employee signs the Agreement, assuming the Employee has not revoked the
Agreement in writing within the Revocation Period.

13.   Employee   expressly   acknowledges   that  the  payments  and  the  other
consideration that he/she is receiving under this Agreement  constitute material
consideration  for his/her execution of this Agreement,  and represent  valuable
consideration to which he/she would not otherwise be entitled.

14. Jurisdiction.  The laws of the State of Georgia shall govern this Agreement,
unless  pre-empted by any applicable  federal law controlling the review of this
Agreement.

15.  Advice of  Attorneys.  The parties  acknowledge  that they have fully read,
understood and  unconditionally  accepted this Agreement  after  consulting with
their  attorneys or having the  opportunity  to consult  with an  attorney,  and
acknowledge  that this  Agreement is mutual and binding upon all parties  hereto
regardless  of the extent of damages  allegedly  suffered  by any of the parties
hereto.

16. Counterparts. This Agreement may be signed in counterpart originals with the
same force and effect as if signed in a single original document.

17. Cooperation of the Parties. The parties to this Agreement agree to cooperate
fully  and to  execute  any  and all  supplementary  documents  and to take  all
additional  actions that may be necessary or  appropriate to give full force and
effect  to the basic  terms and  intent  of this  Agreement  and the  settlement
embodied herein.  Employee further agrees to fully cooperate with the Company in
any and all  investigations,  inquiries or  litigation  whether in any judicial,
administrative,  or public,  quasi-public or private forum, in which the Company
is  involved,  whether or not  Employee is a defendant  in such  investigations,
inquiries,  proceedings  or  litigation.  Employee  shall  provide  truthful and
accurate testimony, background information, and other support and cooperation as
the Company may reasonably request.

18.  Modification  in Writing Only.  Neither this Agreement nor any provision of
this  Agreement  may be modified or waived in any way except by an  agreement in
writing signed by each of the parties hereto  consenting to such modification or
waiver.

19. No False  Statements or  Misrepresentation.  Employee and the Company hereby
warrant  and  represent  that  they  have  not  made  any  false  statements  or
misrepresentations in connection with this Agreement.

20.  Headings and Captions.  The headings and captions used in the Agreement are
for convenience of reference only, and shall in no way define, limit, expand, or
otherwise affect the meaning or construction of any provision of this Agreement.

21. Miscellaneous.  Any notice required or permitted to be given by either party
to the other party may be given by  certified  mail or  overnight  courier if to

<PAGE>

Employee to Employee's  home address  identified  above and if to the Company to
the Company at the following  address or to the Company's  headquarters  address
(if it should cease to be at the following address):

                           Interland, Inc.
                           303 Peachtree Center Ave., Suite 500
                           Atlanta, GA  30303
                           Attn: Human Resources Department

                           With a copy to:

                           Interland, Inc.
                           303 Peachtree Center Ave., Suite 500
                           Atlanta, GA  30303
                           Attn: Legal Department




IN WITNESS WHEREOF, the undersigned have executed this Agreement.



EMPLOYEE:

/s/ Allen L. Shulman
-------------------------------
Allen L. Shulman

Date: 10/18/05
     --------------------------


INTERLAND, INC.

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

Its: CEO & President
     ----------------------------

Date: 10/18/05
     ----------------------------




<PAGE>


                                                     EXHIBIT A
                                             Outstanding Stock Options
<TABLE>
<CAPTION>
<S>                           <C>        <C>           <C>      <C>            <C>        <C>          <C>

                              Grant        Grant date    Plan      Number        Price    Exercised    Outstanding
Shulman, Allen L.             01000620     10/17/2002  2002/NQ     2,083.333   $17.5000     0.000        2,083.333
                              01001286      1/13/2003  2002/NQ     2,093.750   $11.0000     0.000        2,093.750
                              95000470      11/6/2001  95OP/ISO   12,000.000   $16.2000     0.000       12,000.000
                              95014597      1/15/2002  95OP/NQ     5,605.400   $21.4000     0.000        5,605.400
                              95014598      1/15/2002  95OP/ISO    7,394.600   $21.4000     0.000        7,394.600
                              N1000620     10/17/2002  2002/NQ     7,916.667   $17.5000     0.000        7,916.667
                              N1000720       2/3/2005  2002/NQ    20,000.000    $2.6200     0.000       20,000.000
                              N1001286      1/13/2003  2002/NQ    15,406.250   $11.0000     0.000       15,406.250
                              N1001742      7/29/2004  2002/NQ     6,000.000    $3.3300     0.000        6,000.000

</TABLE>