EXHIBIT 10.2

                          SECURITY AND PLEDGE AGREEMENT

     THIS SECURITY AND PLEDGE AGREEMENT (this "SECURITY  AGREEMENT") is made and
entered into as of December 22, 2005, by and among INTERLAND,  INC., a Minnesota
corporation   ("INTERLAND"),   WDC   HOLDCO,   INC.,   a  Delaware   corporation
("SUBSIDIARY"  and together  with  Interland,  the  "DEBTORS"),  and Web Service
Company, Inc., a California corporation ("SECURED PARTY").

                                    RECITALS

     A. Interland and Web Internet,  LLC ("WEB INTERNET") are both parties to an
Asset  Purchase  Agreement  dated as of  November  29,  2005 (the "WEB  INTERNET
PURCHASE   AGREEMENT")   pursuant   to  which   Interland   agreed  to  purchase
substantially all of the assets of Web Internet.

     B. Concurrently with the execution of the Web Internet Purchase  Agreement,
Debtors  and Secured  Party  entered  into that  certain  Intellectual  Property
Purchase  and Sale  Agreement  dated as of November  29, 2005 (the "IP  PURCHASE
AGREEMENT") pursuant to which Secured Party agreed to sell to Debtors the Domain
Name and the Service  Marks (both as defined in the IP Purchase  Agreement).  As
consideration  for the sale of the Domain  Name and the Service  Marks,  Debtors
agreed to  execute  and  deliver to Secured  Party the Note (as  defined  below)
pursuant to which Debtors  assumed all of Web Internet's  obligations  under the
Loan Agreement (as defined in the Note).

     C. As a condition precedent to the transactions contemplated by the Web
Internet  Purchase  Agreement  and the IP Purchase  Agreement,  the Debtors have
agreed to execute and deliver this Security Agreement to the Secured Party.

     NOW,  THEREFORE,  in  consideration  of the recitals and the  covenants and
agreements herein set forth, and for other good and valuable consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

     Section 1.  Secured  Obligations.  The term  "OBLIGATIONS"  as used in this
Security  Agreement  shall mean the  obligations  of  Debtors  to Secured  Party
hereunder  and under that certain  Amended and Restated  Line of Credit Note and
Loan Agreement (the "NOTE") of even date herewith.

     Section 2. Grant of Security Interest.

          (a) Security  Interest in Domain Name and Service  Marks.  As security
for the due and punctual  payment and performance by Debtors of the Obligations,
Subsidiary  hereby  grants a first  priority  security  interest and mortgage to
Secured  Party,  as security,  in and to  Subsidiary's  entire right,  title and
interest  in, to and under the  following  intellectual  property,  now owned or
hereafter  acquired by Subsidiary or in which  Subsidiary now holds or hereafter
acquires any interest (collectively, the "IP COLLATERAL"):


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               (i) the Domain  Name and the  Service  Marks and all  trademarks,
trade names,  corporate  names,  business  names,  trade styles,  service marks,
logos, other source or business  identifiers,  prints and labels on which any of
the foregoing have appeared or appear,  designs and general  intangibles of like
nature,  now existing or hereafter  adopted or acquired,  all  registrations and
recordings  thereof,  and any applications in connection  therewith,  including,
without  limitation,  registrations,  recordings and  applications in the United
States  Patent and  Trademark  Office or in any similar  office or agency of the
United  States,  any  State  thereof  or any  other  country  or  any  political
subdivision  thereof,  and  reissues,  extensions or renewals  thereof,  and the
entire  goodwill of the business of Subsidiary  connected with and symbolized by
such Domain Name and Service Marks;

               (ii) any and all claims for  damages by way of past,  present and
future infringement of the intellectual  property referred to in Section 2(a)(i)
hereto (the "INTELLECTUAL PROPERTY"), with the right, but not the obligation, to
sue  for  and  collect  such  damages  for  said  use  or  infringement  of  the
intellectual  property  rights  associated  with the Domain Name and the Service
Marks;

               (iii) all licenses or other rights to use any of the Intellectual
Property, and all license fees and royalties arising from such use to the extent
permitted by such license or rights;

               (iv)  all  amendments,  renewals  and  extensions  of  any of the
Intellectual Property; and

               (v) all proceeds and products of the foregoing, including without
limitation all payments under insurance or any indemnity or warranty  payable in
respect of any of the foregoing.

                  (b) Security  Interest in  Subsidiary  Shares.  As  additional
security  for the due and  punctual  payment and  performance  by Debtors of the
Obligations,  Interland hereby pledges,  conveys, assigns, sets over, and grants
to Secured Party a first priority  security interest in and to 100 shares of the
outstanding  common stock of Subsidiary  owned by  Interland,  together with all
present  and future  rights of  Interland  to receive  payment of money or other
distributions  or payments  arising out of or in connection with the such shares
and its rights under the organizational  documents and any and all other related
agreements,  and all other  general  intangibles  relating  thereto and proceeds
resulting therefrom (collectively,  the "STOCK COLLATERAL"); to have and to hold
the Stock Collateral  together with all right, title and interest  pertaining or
incidental thereto,  unto Secured Party, its successors and assigns,  subject to
the terms,  covenants and conditions hereinafter set forth. The Stock Collateral
shall be subject to equitable  adjustment  for any stock  splits,  combinations,
consolidations,  recapitalizations,  reorganizations,  reclassifications,  stock
distributions,  stock  dividends  or other  similar  events with respect to such
shares.  The Stock Collateral  shall also be subject to equitable  adjustment in
the event Interland or its respective  affiliates sell,  issue, or agree to sell
or issue, to any person or entity any shares of stock of Subsidiary,  whether or
not such  shares of stock  are held by  Subsidiary  in  treasury  or  constitute
authorized but unissued shares of stock of Subsidiary.

The IP Collateral and the Stock  Collateral are referred to collectively  herein
as the "COLLATERAL."


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          (c) Continuing  Security  Interest.  This Security Agreement creates a
continuing security interest in the Collateral and will remain in full force and
effect until the  irrevocable and  indefeasible  payment in full of the ultimate
balance  of  the  Obligations  as  provided  in  Section  7,  regardless  of any
intermediate payment or discharge. If, at any time for any reason (including the
bankruptcy, insolvency, receivership, reorganization, dissolution or liquidation
of any Debtor or the appointment of any receiver,  intervenor or conservator of,
or agent or similar  official  for,  any Debtor or any of its  properties),  any
payment received by the Secured Party in respect of the Obligations is rescinded
or avoided or must otherwise be restored or returned by the Secured Party,  that
payment  shall not be considered to have been made for purposes of this Security
Agreement,  and this Security Agreement will continue to be effective or will be
reinstated, if necessary, as if that payment has not been made.

     Section 3.  Representations,  Warranties and Covenants of Debtors.  Each of
the  Debtors  hereby  jointly  and  severally  represents  and  warrants  to and
covenants with Secured Party, as follows:

          (a) Each of the Debtors is a corporation  duly  incorporated,  validly
existing and in good standing under the laws of the state of organization  cited
in the  caption to this  Security  Agreement  and has all  corporate  powers and
authority and all governmental licenses, authorizations,  consents and approvals
required to carry on its business as now conducted.

          (b) The execution,  delivery and performance by each of the Debtors of
this  Security  Agreement  and the  consummation  by each of the  Debtors of the
transactions  contemplated  hereby are within its corporate powers and have been
duly  authorized  by all necessary  corporate  action on the part of each of the
Debtors.  This Security  Agreement  constitutes a valid and binding agreement of
each of the  Debtors,  enforceable  against  each in  accordance  with its terms
except  that (a) such  enforcement  may be  subject to  bankruptcy,  insolvency,
reorganization,  moratorium  (whether general or specific) or other similar laws
now or hereafter in effect relating to creditor's  rights  generally and (b) the
remedy of specific  performance  and  injunctive  and other  forms of  equitable
relief may be subject to equitable  defenses and to the  discretion of the court
before which any proceeding therefor may be brought.

          (c) Debtors are the legal and equitable owner of the Collateral,  free
from any prior or adverse lien, security interest, encumbrance or restriction on
transfer  (other  than  as  contemplated  hereby  and  restrictions  imposed  by
applicable  federal and state  securities  laws),  and there are no restrictions
upon the voting rights of the Stock  Collateral,  and Debtors have the authority
to convey and pledge the Collateral to Secured Party free of any encumbrances.

          (d) Debtors  will not,  without the prior  written  consent of Secured
Party, sell,  assign,  hypothecate,  transfer,  pledge,  encumber,  or create or
permit  to exist  any  lien on or  security  interest  in all or any part of the
Collateral to or in favor of anyone other than Secured Party.

          (e) In the event that Debtors shall apply for an  application  for the
issuance of any  trademark  or service  mark with the United  States  Patent and
Trademark Office relating to the Domain Name or the Service Marks,  Debtor shall
(i)  inform  Secured  Party of any such event or action,  and (ii)  execute  and
deliver any and all assignments,  agreements,  instruments, documents and papers


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<PAGE>

as are necessary or appropriate  or as Secured Party may  reasonably  request to
evidence the Secured Party's security interest in such trademark or service mark
and the goodwill and general  intangibles of Secured Party  relating  thereto or
represented  thereby  (provided  that no security  interest  shall be granted in
United  States  intent-to-use  trademark  applications  to the extent that,  and
solely  during the period in which,  the grant of a  security  interest  therein
would  impair the validity or  enforceability  of such  intent-to-use  trademark
applications  under applicable  federal law).  Debtor shall,  from time to time,
execute  and file such  other  instruments,  and take such  further  actions  as
Secured  Party may  reasonably  request from time to time to perfect or continue
the perfection of Secured Party's interest in the Collateral.  Debtor shall give
Secured Party notice of all such applications or registrations.

          (f) Debtors shall not enter into any agreement  that would  materially
impair or conflict with Debtors'  obligations  hereunder without Secured Party's
prior  written  consent.  Debtors shall not permit the inclusion in any material
contract  to which it becomes a party of any  provisions  that could or might in
any way prevent  the  creation  of a security  interest  in Debtors'  rights and
interests in any  property  included  within the  definition  of the  Collateral
acquired under such contracts.

          (g) At their own expense Debtors will defend Secured Party against any
claims and demands of other persons at any time claiming a superior  interest in
the Collateral.

          (h)   Interland   has   delivered  to  the  Secured  Party  the  stock
certificates  described  on  EXHIBIT A hereto,  and  representing  the number of
shares set forth on EXHIBIT A,  together  with stock  powers  duly  executed  by
Interland in blank, to be held by Secured Party hereunder.

          (i)  The  Stock   Collateral  is  validly   issued,   fully  paid  and
non-assessable,  and Interland holds the stock certificates  listed on EXHIBIT A
evidencing the Stock Collateral issued in the name of Interland.

          (j) Each of the Debtors  will comply with all  contracts,  instruments
and  agreements to which each of the Debtors is a party and which may materially
adversely affect the Collateral.

          (k)  Unless and until an Event of Default  shall have  occurred  under
this Security Agreement, as between Interland and Secured Party, Interland shall
have and retain full legal and  beneficial  ownership  of the Stock  Collateral,
subject  to the terms  and  conditions  of this  Security  Agreement;  provided,
however,  the  Interland  shall not take any  action  with  respect to the Stock
Collateral that would be inconsistent  with this Security  Agreement.  Interland
shall pay all taxes,  assessments  or other  charges upon or with respect to the
Stock Collateral.

          (l) Until such time as the Obligations have been satisfied in full:

               (i)            The  Debtors  shall  promptly   notify  Lender  in
                              writing of the  existence  of any Event of Default
                              under this Security Agreement;


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<PAGE>

               (ii)           The Debtors shall comply with the laws, regulation
                              and orders of any  government  body with authority
                              over the Debtor's business;

               (iii)          Interland  shall  maintain  its  listing  in  good
                              standing on the NASDAQ  National  Market  Exchange
                              and make all  material  SEC  filings  required  by
                              applicable law;

               (iv)           Neither Debtor shall sell, assign, or transfer all
                              or substantially  all of the assets of such Debtor
                              to any  third  party  without  the  prior  written
                              consent of Lender  (for the sake of  clarity,  the
                              foregoing  shall  not  restrict  the  Debtor  from
                              selling,   assigning  or  transferring  any  of  a
                              Debtor's  assets  in the  ordinary  course of such
                              Debtor's   business,   provided   such   sale   or
                              assignment  is  made  in  compliance  with  the IP
                              Purchase Agreement);

               (v)            Neither  Interland nor  Subsidiary  shall merge or
                              consolidate with any third party;

               (vi)           Subsidiary    may   not   incur   any   additional
                              indebtedness of any amount whatsoever from a third
                              party   unless   such    indebtedness   is   fully
                              subordinated  to  Debtor's  obligations  under the
                              this Note;

               (vii)          Subsidiary may not make any  distributions  to its
                              shareholders; and

               (ix)           Subsidiary  shall  not,  and  Interland  shall not
                              cause  Subsidiary to, issue or commit to issue any
                              shares of Subsidiary's  capital stock or any other
                              securities  or  any  securities  convertible  into
                              shares of Subsidiary's  capital stock or any other
                              securities,   including   options   and   warrants
                              therefor.

     Section 4. Events of Default.  If any one or more of the  following  events
shall occur,  any such event shall  constitute  an Event of Default:  (a) Debtor
shall fail to pay when due any  installment  of principal or interest  under the
Note; or (b) Debtor shall fail to pay when due any other Obligations (other than
payments  of  principal  and  interest  under the Note) and such  failure  shall
continue  unremedied  fifteen (15) days after receipt of notice thereof;  or (c)
Debtor  shall fail to  perform or comply  with any  material  term or  condition
contained in this Security Agreement and such failure shall continue  unremedied
fifteen (15) days following  written  notice thereof from Secured Party;  or (d)
Secured Party shall cease to have a valid and perfected first priority  security
interest in the  Collateral;  or (e) Debtors place, or suffer to exist any levy,
assessment, attachment, seizure, lien or encumbrance upon all or any part of the
Collateral  (unless  discharged by payment,  release or fully bonded against not
more than ten days after such event has occurred);  or (f) the occurrence of any
"Event of Default" under the Note.

     Section 5. Remedies upon Default.

          (a) Upon the occurrence of an Event of Default,  Secured Party may, in
its sole discretion and without further demand,  subject only to the limitations


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<PAGE>

described  herein,  (a) upon  written  notice  to  Interland,  cause  the  Stock
Collateral  to be  transferred  of record in  Secured  Party's  name,  whereupon
Secured  Party  shall be  entitled  to  receive  and retain  all  dividends  and
distributions  on the Stock  Collateral,  and to  exercise  all voting and other
powers  of  ownership  pertaining  to  the  Stock  Collateral  and  (b)  proceed
immediately  to exercise  any and all of Secured  Party's  rights,  powers,  and
privileges  provided herein with respect to the Collateral,  including,  without
limitation,  all  rights  and  remedies  of a secured  party  under the  Uniform
Commercial Code (the "UCC") in any applicable jurisdiction.  Notwithstanding the
foregoing,  upon an Event of Default described in Section 4(a),  above,  Secured
Party shall not be entitled to exercise its rights hereunder with respect to the
Collateral  unless and until, for the first two Events of Default only,  Secured
Party has  provided  Debtors  with  written  notice of such Event of Default and
Debtors have not cured such Default  within thirty (30) days of the date of such
notice.

          (b)  Application of Proceeds.  All proceeds  realized as the result of
any disposition of the Collateral shall be applied by Secured Party first to the
costs,  expenses,  liabilities,   obligations  and  reasonable  attorneys'  fees
incurred  by Secured  Party in the  exercise of its rights  under this  Security
Agreement and second to the Obligations in any order determined by Secured Party
in its sole discretion.  The surplus, if any, shall be promptly paid to Debtors;
if any  deficiency  shall arise,  Debtors  shall remain  liable to Secured Party
therefor.

          (c)  Remedies  Cumulative.  In addition to the rights and remedies set
forth in this Security Agreement,  Secured Party shall have all the other rights
and  remedies  accorded a secured  party under  applicable  law and in any other
agreement now or hereafter  entered into between Secured Party and Debtors,  and
all of such rights are cumulative. Exercise or partial exercise by Secured Party
of one or more of its rights or remedies  shall not be deemed an  election,  nor
bar Secured  Party from  subsequent  exercise  or partial  exercise of any other
rights or remedies.

     Section 6. Further Assurances; Power of Attorney.

          (a) Further  Assurances.  On a  continuing  basis,  Debtors will make,
execute,  acknowledge  and deliver to Secured Party any  instruments,  including
appropriate financing and continuation  statements and collateral agreements and
filings with the United States Patent and Trademark Office reasonably  requested
by Secured Party,  and take all such action as Secured Party may reasonably deem
necessary or advisable to perfect  Secured Party's  security  interest in the IP
Collateral  and  otherwise to carry out the intent and purposes of this Security
Agreement,  or for  assuring  and  confirming  to  Secured  Party  the  grant or
perfection of a security interest in all Collateral.

          (b) Power of Attorney.  Debtors  hereby  irrevocably  appoint  Secured
Party as Debtors'  attorney-in-fact,  with full authority in the place and stead
of Debtors  and in the name of  Debtors,  from time to time in  Secured  Party's
discretion, to take any action and to execute any instrument which Secured Party
may deem  necessary  or advisable to  accomplish  the purposes of this  Security
Agreement,  including (i) to file, in its sole discretion, one or more financing
or  continuation  statements  and  amendments  thereto,  relative  to any of the
Collateral  without the  signature of Debtors  where  permitted by law, and (ii)
after the occurrence of an Event of Default and in accordance  with the terms of
the Note  (including,  without  limitation,  the  expiration of any  forbearance


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<PAGE>

periods set forth  therein),  (x) to transfer  the  Collateral  into the name of
Secured Party or a third party to the extent permitted under the UCC.

     Section 7. Duration. This Security Agreement shall continue in effect until
all of the Obligations have been paid and performed in full.

     Section 8. Indemnity.  Debtors hereby agree to indemnify  Secured Party and
its agents and employees against, and agrees to protect, save, and hold harmless
Secured  Party from,  any and all  liabilities,  obligations,  losses,  damages,
penalties,  actions,  suits, costs, expenses, and disbursements of whatever kind
and description  imposed on, incurred by, or asserted against any such person in
any way arising out of or related to the Collateral or this Security  Agreement,
the  transactions   contemplated  thereby  and  hereby,  the  ownership  of  the
Collateral,  or any other defense against Secured Party's  realization  upon the
Collateral.

     Section 9. Survival of Representations and Warranties.  All representations
and warranties  contained herein or made by Debtors in connection herewith shall
survive the execution and delivery of this Security Agreement.

     Section 10. Modification. No modification,  amendment, or alteration of any
provision of this Security  Agreement shall be effective  unless  contained in a
written  agreement  signed by the parties  hereto,  and then such  modification,
amendment,  or alteration shall be effective only in the specific  instances and
for the specific purposes for which given.

     Section 11. Continuing  Security  Interest;  Transfer of Obligations.  This
Security Agreement creates a continuing  security interest in the Collateral and
shall remain in full force and effect  until the  termination  of this  Security
Agreement  pursuant to Section 7 hereof; and shall bind and inure to the benefit
of the parties and their respective heirs,  legal  representatives,  successors,
and permitted assigns.  Nothing in this Security Agreement,  express or implied,
is intended to confer  upon any person or entity  other than the parties  hereto
and their respective  permitted  successors and assigns any rights,  benefits or
obligations hereunder.

     Section  12. Time of Essence.  Time is of the essence in  interpreting  and
performing this Security Agreement.

     Section  13.  Expenses.  Debtors  will pay to  Secured  Party all costs and
expenses,  including  without  limitation,   reasonable  attorney  fees,  of  or
incidental  to  the  enforcement  of  any of the  provisions  of  this  Security
Agreement.  Secured Party will provide Debtors with prompt written notice of the
incurrence of any such costs,  expenses or attorneys fees.  Notwithstanding  the
foregoing,  Debtors have no obligation to reimburse Secured Party for its costs,
expenses or attorneys  fees in  connection  with the  negotiation,  preparation,
execution  and deliver of the Note,  this  Security  Agreement,  the IP Purchase
Agreement  or any other  documents or  agreements  executed by the parties on or
before the Closing (as defined in the Web Internet Purchase Agreement).

     Section 14. No Waiver.  No delay or failure on the part of Secured Party in
the exercise of any right,  power,  or privilege  under this Security  Agreement
shall impair any such right,  power, or privilege or be construed as a waiver of
any default or any acquiescence  therein.  No single or partial exercise of such
right,  power or privilege  shall  preclude the further  exercise of such right,


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<PAGE>

power, or privilege or the exercise of any other right, power, or privilege.  No
waiver shall be valid against Secured Party unless made in writing and signed by
Secured Party, and then only to the extent expressly specified therein.  Debtors
hereby waive  presentment  and notice of dishonor and protest of all instruments
included in or evidencing  the liability of Debtors in respect to the Collateral
and any and all notices and demands whatsoever,  whether or not relating to such
instrument, except as otherwise provided in such instrument.

     Section 15. Notices. All notices or other communications hereunder shall be
deemed to have been duly given and made if in writing  and if served by personal
delivery  upon the party for whom it is intended,  if delivered by registered or
certified mail, return receipt requested,  or by a national courier service,  to
the appropriate  person at the address set forth below, or at such other address
as may be designated in writing hereafter, in the same manner, by such person:

          If to Secured Party, to:

          Web Service Company, Inc.
          3690 Redondo Beach Avenue
          Redondo Beach, CA 90278-1165
          Attention: William E. Bloomfield Jr.
          Telephone: (310) 297-9462
          Facsimile: (310) 297-9450

          With a copies to:

          Web Service Company, Inc.
          3690 Redondo Beach Avenue
          Redondo Beach, CA 90278-1165
          Attention: General Counsel
          Telephone: (310) 297-9462
          Facsimile: (310) 297-9450

          and:

          Jeffer Mangels Butler & Marmaro
          1900 Avenue of the Stars, 7th Floor
          Los Angeles, CA 90067-4308
          Attention: Thomas Bacon, Esq.
          Telephone: (310) 203-8080
          Facsimile: (310) 201-3539


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<PAGE>

          If to Debtors:

          Interland, Inc.
          303 Peachtree Center Avenue
          Suite 500
          Atlanta, GA 30303
          Attention: Jeff Stibel, President
          Telephone: (404) 260-2477
          Telecopier: (404) 260-2760

          With a copy to:

          Wargo & French, LLP
          1170 Peachtree Street, N.E..
          Suite 2020
          Atlanta, GA 30309
          Attention: James P. Hermance
          Telephone: (404) 853-1500
          Telecopier: (404) 853-1501


          Any such notice shall be deemed delivered (a) on the date delivered if
by personal  delivery,  (b) on the date upon which receipt is signed or delivery
is made,  (c) on the date upon which the return receipt is signed or delivery is
refused,  as the case may be, if mailed by registered or certified  mail, (d) on
the next succeeding  Business Day if sent by national courier service, or (e) on
the  date   telecommunicated   if  by   telecopier  if  confirmed  by  telephone
confirmation.

     Section 16.  Severability.  If any part of any provision  contained in this
Security Agreement shall be invalid or unenforceable  under applicable law, such
part shall be ineffective to the extent of such invalidity only,  without in any
way  affecting  the  remaining   parts  of  said  provisions  or  the  remaining
provisions.

     Section 17. Choice of Law. This Security Agreement shall be governed by and
interpreted in accordance with the substantive,  and not the conflicts,  laws of
the State of California, without regard to its conflicts of law principles.

     Section 18. Descriptive  Headings.  The descriptive headings of the several
paragraphs of this Security  Agreement are inserted for convenience  only and do
not constitute a part of this Security Agreement.

     Section 19.  Counterparts.  This Security  Agreement may be executed in any
number of counterparts,  each of which shall be deemed to be an original and all
of which, taken together, shall constitute one and the same instrument.

     Section 20. Entire Agreement.  This Security  Agreement,  together with the
exhibits  attached  hereto,  constitute the entire  understanding of the parties
with  respect to the subject  matter  hereof and any prior  agreements,  whether


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<PAGE>

written or oral, with respect thereof, are expressly superseded hereby.

     IN WITNESS WHEREOF,  the undersigned have executed this Security  Agreement
as of the date first above written.

                              DEBTORS:

                              INTERLAND, INC.



                              By:  /s/ Jonathan B. Wilson
                              --------------------------------------------------
                              Name:  Jonathan B. Wilson
                              --------------------------------------------------
                              Title: Senior VP and General Counsel
                              --------------------------------------------------

                              WDC HOLDCO, INC.



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



                              SECURED PARTY:

                              WEB SERVICE COMPANY, INC.



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


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