EXHIBIT 10.4






                                 INTERLAND, INC.






                             SUBSCRIPTION AGREEMENT

                                       FOR

                                JEFFREY M. STIBEL




                                                                 July ____, 2005




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                           INSTRUCTIONS TO SUBSCRIBER


I.   Subscription Documents.

     This  Subscription  Booklet  contains the documents needed to subscribe for
Common  Stock  ("Shares")  being  offered by  Interland,  Inc.  The  appropriate
documents should be completed in accordance with the following instructions, and
the entire Subscription Agreement should be returned.

     A. Subscription Agreement. Sign and date the Agreement.

     B.  Registration  Rights  Agreement.  This  document,  which is attached as
Exhibit A to the Subscription Agreement, should be completed and returned.

II.  Payment and Delivery.

     Concurrently  with submission of the Subscription  Agreement,  the purchase
price for the Shares  should be  submitted.  A check made payable to  Interland,
Inc. is acceptable.


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                             SUBSCRIPTION AGREEMENT



Interland, Inc.
303 Peachtree Center Avenue
Suite 500
Atlanta, Georgia  30303
Attention:  Chairman of the Board

Gentlemen:

     You have informed me that Interland,  Inc. is a Minnesota  corporation (the
"Company" or "you") and that the Company has agreed to sell to me 250,000 shares
of its Common Stock (the "Shares") at $2.29 per Share (the "Offering").

     1. Subscription.

     Subject  to  the  terms  and  conditions   hereof,  I  hereby  tender  this
Subscription  Agreement (the  "Agreement") in order to subscribe for the Shares,
and you hereby accept such subscription.  Simultaneously  with the execution and
tender  of this  Agreement,  I am  providing  you a check in the  amount  of the
purchase price for the Shares (the "Purchase Price").

     2. Understandings, Covenants, and Agreements. I understand and agree that:

     (a) The Shares have not been  registered  under the Securities Act of 1933,
as amended  (the  "1933  Act"),  or the  securities  laws of any state,  and the
Company is relying on Section 4(2) of, and/or Regulation D promulgated  pursuant
to, the 1933 Act in  offering  the Shares.  The  Company's  reliance  upon these
provisions is based in part upon my representations,  warranties, covenants, and
agreements contained in this Agreement.

     (b) No representation or promise has been made concerning the marketability
or value of the Shares.  The economic  risk of  investment in the Shares must be
borne indefinitely by me. The Shares may not be sold,  transferred,  pledged, or
otherwise  disposed  of,  except  in  compliance  with  the  provisions  of this
Agreement,  and in addition, may not be sold, transferred,  pledged or otherwise
disposed of, in the absence of an  effective  registration  statement  under the
1933 Act, or unless an exemption from such registration is available.

     (c) No agency has made any finding or  determination  as to the fairness of
the Offering for investment nor any recommendation or endorsement of the Shares.

     (d) The certificates  representing the Shares will contain a legend stating
that they have not been  registered  under the 1933 Act or any state  securities
laws, and referring to the above  restrictions  on  transferability  and sale. A
notation  will also be made in the records of the Company so that  transfers  of


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the Shares will not be effected on the records of the Company without compliance
with  these  restrictions.  The  legend  placed  on  the  certificates  will  be
substantially as follows:

          The shares  represented by this  Certificate  have not been registered
     under the Securities Act of 1933, as amended,  or under the securities laws
     of  any  other   jurisdiction,   in  reliance  upon   exemptions  from  the
     registration  requirements  of such laws.  The shares  represented  by this
     Certificate may not be sold or otherwise transferred,  nor will an assignee
     or endorsee  hereof be  recognized  as an owner of the shares by the issuer
     unless (i) a  registration  statement  under the Securities Act of 1933 and
     other  applicable  securities  laws  with  respect  to the  shares  and the
     transfer  shall  then  be in  effect,  or (ii) in the  opinion  of  counsel
     satisfactory  to the issuer,  the shares are  transferred  in a transaction
     which is exempt from the registration requirements of such laws.

     (e) I acknowledge that information  (other than SEC filings) provided to me
regarding  the  Company is  confidential,  and I agree that all the  information
previously  provided to me (other  than SEC  filings)  and in this  Subscription
Agreement  shall be kept in  confidence  by me;  provided,  however,  that  this
obligation  shall  not  apply  to any such  information  that (1) is part of the
public  knowledge or literature and readily  accessible at the date hereof;  (2)
becomes part of the public  knowledge or  literature  and readily  accessible by
publication  (except  as a result  of a  breach  of this  provision);  or (3) is
received from a third party (except a third party who discloses such information
in  violation  of any  confidentiality  agreement  he or she may  have  with the
Company).  Further,  this  obligation  does not prohibit my  discussion  of such
information with any counsel,  accountant, or other financial advisor solely for
the purpose of assisting my analysis and assessment of such  information and the
Offering.

     3.  Representations  and Warranties.  I hereby represent and warrant to the
Company as follows:

     (a) I am an "accredited  investor," as defined in Rule 501(a) of Regulation
D promulgated under the 1933 Act.

     (b) (i) I have taxable income and a net worth  sufficient to provide for my
current needs and possible personal contingencies;  I have no need for liquidity
of my investment in the Company,  (ii) I have such  knowledge and  experience in
financial  matters that I am capable of evaluating the relative risks and merits
of this investment, and (iii) I am a "sophisticated investor."

     (c) The address set forth  below is my true and  correct  residence,  and I
have no present intention of becoming a resident of any other country,  state or
jurisdiction other than the State of Georgia.  If I am not a natural person, the
address set forth below is my true and correct principal place of business,  and
I have no present  intention  of moving my  principal  place of  business to any
other country, state or jurisdiction.

     (d) I have made such  further  inquiry as I have  deemed  necessary,  and I
confirm that, to my knowledge,  all documents,  records, and books pertaining to
an investment in the Shares and requested  from the Company by me have been made


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available or delivered to me. I hereby acknowledge that, although this Agreement
and  related  documents  have been  prepared  by the law firm of  Arnall  Golden
Gregory LLP, such firm has not performed any "due diligence" with respect to the
Offering or reviewed the basis for or accuracy of any representations  which may
have been made by the Company.

     (e) I have had an opportunity to ask questions of and receive  answers from
the Company,  or a person or persons acting on its behalf,  concerning the terms
and conditions of this investment.

     (f) I understand  that the Shares have not been  registered  under the 1933
Act or any state  securities  laws and have been  offered in reliance on Section
4(2) of, and/or Regulation D promulgated pursuant to, the 1933 Act.

     (g) The Shares for which I am subscribing  are being acquired solely for my
own account for investment and are not being purchased with a view to or for the
resale, distribution, subdivision, or fractionalization thereof, and I agree not
to sell, hypothecate,  or otherwise dispose of the Shares unless either (i) such
Shares have been registered  under the 1933 Act and applicable  state securities
laws; or (ii) in the opinion of counsel acceptable to the Company,  an exemption
therefrom  is  available;  and a legend to such effect  shall be placed upon the
Shares.  I have no  present  plans to  enter  into  any  contract,  undertaking,
agreement,   or  arrangement  for  the   accomplishment   of  any  such  resale,
distribution,  subdivision or fractionalization.  In order to induce the Company
to accept my Subscription I agree that, so long as the Shares remain  registered
in my name, and until they are  transferred in accordance  with this  Agreement,
the Company will have no obligation to recognize  the  ownership,  beneficial or
otherwise, of such Shares by anyone but me.

     (h) I acknowledge that I am aware of the following:

          (i) The Shares are speculative  investments that involve a high degree
     of risk of loss by me of my entire investment in the Company.  I have had a
     chance to review  statements  made by Company in its  filings  with the SEC
     ("Securities  Filings")  and in its  press  releases.  Statements  in those
     materials which are not historical facts, including projections, statements
     of plans,  objectives,  expectations,  or future economic performance,  are
     forward  looking  statements that involve risks and  uncertainties  and are
     subject to the safe  harbor  created by the Private  Securities  Litigation
     Reform Act of 1995. The Company's future financial performance could differ
     significantly from that set forth in the Securities  Filings,  and from the
     expectations  or  management.   Important  factors  that  could  cause  the
     Company's financial performance to differ materially and significantly from
     past  results and from those  expressed in any forward  looking  statements
     include those set forth in the  Company's SEC filings,  including the "Risk
     Factors" set forth in the Company's  most recent Form 10-K,  and subsequent
     SEC  filings  (which I have read),  and that the risks  include its lack of
     profitable  operations,  variability in quarterly  operating  results,  and
     risks associated with acquisitions.

          (ii) There are substantial  restrictions on the transferability of the
     Shares;  the  Shares  will  not  be,  and,  except  as  set  forth  in  the


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     accompanying Registration Rights Agreement (Exhibit A), I have no rights to
     require that the Shares be registered  under the 1933 Act; there may in the
     future be no significant public market for the Shares; and, accordingly,  I
     may have to hold the Shares indefinitely, and it may not be possible for me
     to liquidate my investment in the Company.

          (iii) No person or entity,  including any broker, the Company,  or its
     agents or employees, has ever represented,  guaranteed, or warranted to me,
     expressly or by  implication,  (A) the  approximate or exact length of time
     that I will be  required to remain as owner of the Shares to which I hereby
     subscribe;  or (B) that the past  performance  or experience on the part of
     the  Company or any  affiliate  indicates  the  predictable  results of the
     ownership  of Shares  or of the  overall  business  and  operations  of the
     Company.

     (i) I am at least 21 years of age.

     (j) I  acknowledge  that  neither the Company nor any person  acting on its
behalf has offered  the Shares to me by means of general or public  solicitation
or  general  or  public   advertising,   such  as  by   newspaper   or  magazine
advertisements, by broadcast media, or at any seminar or meeting whose attendees
were solicited by such means.

     (k) I acknowledge that there are substantial  restrictions on the transfer,
sale or  assignment  of the Shares or any part thereof and the Shares may not be
transferred until the transferor has satisfied  certain  securities and tax laws
requirements.  Since it is  impossible  to predict  when or if the assets of the
Company may be sold,  the  investment in the Shares is illiquid,  and the Shares
should  be  purchased  only by an  investor  who can  afford  to have his or its
investment committed for an indefinite period of time.

     (l) I represent  and warrant  that I have  consulted  (to the extent I have
deemed appropriate) with my tax advisor(s) concerning the tax consequences of an
investment in the Shares.

     (m) I understand and acknowledge that the  representations,  warranties and
covenants  contained in this  Agreement  are being relied upon by the Company as
the  basis  for (i)  exemption  of the  offer  and sale of the  Shares  from the
registration  requirements  of the 1933 Act  pursuant  to Section  4(2)  thereof
and/or  Regulation  D  promulgated   thereunder;   and/or  (ii)  exemption  from
registration of the offer and sale of the Shares under state securities laws.

     (n) I agree to resell the Shares only in accordance  with the provisions of
applicable  laws (i)  pursuant  to  registration  under  the 1933  Act;  or (ii)
pursuant to an available exemption from registration.

     4. Representations and Warranties of Company. The Company hereby represents
and warrants to the Company as follows:

     (a) The Company is a corporation  duly organized and validly existing under
the laws of the State of Minnesota and is in good standing  under such laws. The


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Company has the requisite  corporate power to own and operate its properties and
assets, and to carry on its business as presently conducted.

     (b)  The  Company  has  taken  all  corporate   action  necessary  for  the
authorization,  execution,  delivery and  performance  of this Agreement and the
authorization,  sale,  issuance  and  delivery  of the  Shares.  This  Agreement
constitutes the legal,  valid, and binding obligation of the Company enforceable
in accordance with its terms.

     (c)  The  execution  and  delivery  of this  Agreement  does  not,  and the
consummation of the transactions contemplated hereby will not, conflict with, or
result in any violation of, or default under (with or without notice or lapse of
time,  or  both),  or give  rise  to a right  of  termination,  cancellation  or
acceleration  of any  obligation  or to a loss of a material  benefit  under any
provision of, the Company's Articles of Incorporation or Bylaws, as amended.

     (d)  Subject  to  and  in  reliance  on  the  truth  and   accuracy  of  my
representations and warranties set forth in this Agreement,  the offer, sale and
issuance of the Shares is exempt from the registration  requirements of the 1933
Act and any  applicable  state  securities  laws and neither the Company nor any
authorized  agent acting on its behalf will take any action hereafter that would
cause the loss of such exemption.

     (e) The Company has timely filed all required  reports,  schedules,  forms,
statements and other documents with the Securities and Exchange  Commission (the
"SEC")  since  January  1, 2003 (the "SEC  Documents").  As of their  respective
dates, the SEC Documents complied in all material respects with the requirements
of the Securities  Act or the  Securities  Exchange Act of 1934, as amended (the
"EXCHANGE  ACT"),  as the case may be, and the rules and  regulations of the SEC
promulgated thereunder,  and, except to the extent that information contained in
any SEC Document has been revised or superseded by a later  document  filed with
the SEC and made publicly available prior to the date of this Agreement, none of
the SEC  Documents  contain any untrue  statement of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading.  The Company's  financial  statements  included in the SEC
Documents comply as to form in all material respects with applicable  accounting
requirements  and the published  rules and  regulations  of the SEC with respect
thereto,   have  been  prepared  in  accordance  with  U.S.  generally  accepted
accounting  principles ("GAAP") applied on a consistent basis during the periods
involved and fairly present the consolidated  financial  position of the Company
and its  consolidated  subsidiaries as of the dates thereof and the consolidated
results  of their  operation  and  cashflows  for the  periods  then  ending  in
accordance  with GAAP  (subject,  in the case of the  unaudited  statements,  to
normal  year-end  audit  adjustments  and the absence of  footnotes).  Except as
disclosed in financial  statements  included in the SEC  Documents,  neither the
Company  nor any of its  subsidiaries  (as of the  dates  thereof  had)  has any
liabilities or obligations of any nature (whether accrued, absolute,  contingent
or otherwise)  required by GAAP to be set forth on a consolidated  balance sheet
of the Company and its  consolidated  subsidiaries  or in the notes  thereto and
which would  reasonably  be expected  to have a material  adverse  effect on the
business or operations of the Company.



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     5.  Indemnification.  I acknowledge that I understand the meaning and legal
consequences  of the  representations  and  warranties  contained  in  Section 3
hereof, and I hereby agree to indemnify and hold harmless the Company,  and each
partner thereof,  from and against any and all loss, damage, or liability due to
or  arising  out of a breach of any  representation  or  warranty  contained  in
Section 3 of this Agreement.  The Company hereby agrees to indemnify me and hold
me harmless  from and against any and all loss,  damage,  or liability due to or
arising  out of a  breach  of any  representation  or  warranty  of the  Company
contained in Section 4 of this Agreement.

     6. Transferability.  Neither party shall transfer or assign this Agreement,
or any of my  interest  herein,  and I  further  agree  that the  assignment  or
transfer of the Shares acquired pursuant hereto shall be made only in accordance
with this Agreement.

     7. Miscellaneous.

     (a) All notices or other communications given or made hereunder shall be in
writing and shall be delivered or mailed by registered or certified mail, return
receipt requested,  postage prepaid,  to me at my address set forth below and to
the Company at the address set forth on page 2 of this Subscription Agreement

     (b)  Notwithstanding  the place where this Agreement may be executed by any
of the  parties  hereto,  the  parties  expressly  agree  that all the terms and
provisions hereof shall be construed in accordance with and governed by the laws
of the State of Georgia.

     (c) This  Agreement,  taken  together with Exhibit A  (Registration  Rights
Agreement),  constitutes  the entire  agreement  between the parties hereto with
respect to the subject  matter  hereof and may be amended or modified  only by a
writing executed by the party to be bound thereby.

     (d) All pronouns and any variations  thereof used herein shall be deemed to
refer to the masculine, feminine, neuter, singular, or plural as the identity of
the person or persons may require.




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IN WITNESS WHEREOF, I have executed this Subscription Agreement as an instrument
under seal, this 28th_ day of July, 2005.

Number of Shares
subscribed for...........................................................250,000

Total Price of Shares
subscribed for:.........................................................$572,500



                                        ----------------------------------------
                                        Jeffrey M. Stibel

                                        ----------------------------------------
                                        Social Security Number

Residence Address (if an individual):   Business Address:

Jeffrey M. Stibel                       ----------------------------------------
28910 Hampton Place                     ----------------------------------------
Malibu, California  90265               ----------------------------------------




Accepted as to 250,000 Shares:

Interland, Inc.

By:
   -------------------------------------
     Name:
           -----------------------------
     Title:
            ----------------------------
     Date:
           -----------------------------




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                       EXHIBIT A TO SUBSCRIPTION AGREEMENT

                          REGISTRATION RIGHTS AGREEMENT


To:      Jeffrey M. Stibel
         28910 Hampton Place
         Malibu, California   90265
         (Address of "Subscriber")

     1. Demand  Registration.  Beginning  five months from the date hereof,  and
upon written request by you (assuming you retain at least a majority in interest
of the Shares),  and assuming Form S-3 is available for such a transaction under
the Securities Act of 1933 (the "1933 Act"), the Company will, upon no less than
45 days' notice,  file a registration  statement on Form S-3 (utilizing Rule 415
to the  extent  available)  to  register  the  sale of the  Shares  owned by the
subscriber  identified below and use its best efforts to cause such registration
statement to be declared effective by the Securities and Exchange  Commission as
soon as  practicable.  The  Company  shall  only be  required  to file  one such
registration statement.

     2.  Expenses  of  Offering.  Without  regard to  whether  the  registration
statement  relating to the proposed sale of the Shares is made  effective or the
proposed  sale of such shares is carried out, the Company shall pay the fees and
expenses in connection with any such registration including, without limitation,
legal,  accounting  and  printing  fees and  expenses  in  connection  with such
registration statements, the registration filing and examination fees paid under
the 1933 Act and state  securities  laws and any filing fees  payable to Nasdaq.
Notwithstanding  the  foregoing,  you shall be  responsible  for the  payment of
underwriting  discounts and commission,  if any,  applicable  transfer taxes and
fees and charges of any attorneys or other advisers retained by you.

     3.  Registration  Procedures and Expenses.  If and whenever pursuant to the
provisions of this Agreement the Company  effects  registration  of Shares under
the Act of 1933 and state securities laws, the Company shall:

     (a)  Prepare  and file  with  the  Securities  and  Exchange  Commission  a
registration  statement with respect to such securities and use its best efforts
to cause such registration statement to become and remain effective;

     (b) Prepare  and file with the  Securities  and  Exchange  Commission  such
amendments  and  supplements to such  registration  statement and the prospectus
used in  connection  with such  registration  statement  as may be  necessary to
comply with the  provisions of the 1933 Act with respect to the  disposition  of
all securities covered by such registration statement;

     (c)  Furnish  to you such  number of copies of a  prospectus,  including  a
preliminary prospectus, in conformity with the requirements of the 1933 Act, and
such other  documents as they may reasonably  request in order to facilitate the
disposition of the Shares that are included in such registration; and




<PAGE>

     (d) Use its best efforts to register or qualify the  securities  covered by
such  registration  statement  under  the  securities  or blue  sky laws of such
jurisdictions as the underwriters shall reasonably  request,  and do any and all
other acts and things which may be  necessary or advisable  (in the sole opinion
of  the  Company)  to  enable  the  stockholders  offering  such  securities  to
consummate the disposition thereof;  provided,  however,  that in no event shall
the Company be obligated to qualify to do business in any jurisdiction  where it
is not now so  qualified  or to take any action  which  would  subject it to the
service of process in suits other than those arising out of the offer or sale of
the securities covered by such registration statement in any jurisdictions where
it is not now so subject.

     4.  Limitation on  Obligations to Register;  Grant of  "Piggyback"  Rights.
Anything in this Agreement to the contrary notwithstanding:

     (a) The Company shall not be obligated  pursuant to Section 1. to effect or
maintain  any  registration  if all Shares  proposed to be sold may then be sold
under Rule 144 in one  transaction  without  exceeding  the  volume  limitations
thereunder.

     (b) The  Company  may  defer  the  filing  ("Filing")  of any  registration
statement  or  suspend  the  use of a  prospectus  under a  currently  effective
registration  statement  under Section 1. at its good faith  discretion for good
cause.  For  example,  the  Company may defer the filing  ("Filing")  if (i) the
Company is engaged in active  negotiations  with respect to the acquisition of a
"significant  subsidiary"  as defined in Regulation  S-X  promulgated by the SEC
under the Securities  Exchange Act of 1934, as amended  ("Exchange Act") and the
1933 Act which would in the opinion of counsel for the Company be required to be
disclosed in the Filing; or (ii) in the opinion of counsel for the Company,  the
Filing would require the  inclusion  therein of certified  financial  statements
other than those in respect of the  Company's  most  recently  ended full fiscal
year and any  preceding  full fiscal  year,  and the  Company  may then,  at its
option,  delay the imposition of its  obligations  pursuant to Section 1. hereof
until the earlier of (A) the conclusion or termination of such negotiations,  or
the date of availability of such certified  financial  statements,  whichever is
applicable,  or (B) 120 days from the date of the  registration  request  (which
period may be extended for up to two additional,  consecutive  90-day periods at
the  written  election  of Company  delivered,  prior to the  expiration  of the
deferred  period,  to you).  In the event the Company  has  deferred a requested
Filing  pursuant to the  preceding  paragraph  such  deferral  period  shall end
immediately if the Company determines to register shares for resale by any other
stockholder of the Company.

     (c)  In the  event  the  Company  undertakes  any  public  offering  of its
securities  for cash for its own account or the  account of others,  the Company
shall  provide  you  (assuming  subscriber  retains at least a  majority  of the
Shares)  and up to five of your  permitted  assigns  (subscriber  and each  such
assignee:  "Stockholders") with at least twenty days prior written notice of the
filing of the  registration  statement and shall provide the  Stockholders  with
customary  "piggyback"  rights,  subject  to  (i)  the  right  of  the  managing
underwriters  to  object  to  including  such  shares   (provided  that  if  the
underwriter determines in good faith that marketing factors require a limitation
of the number of shares to be  underwritten,  then the Company  shall include in
such offering (A) first, all the securities the Company proposes to register for
its own account, and (B) second, Stockholder's Shares and other shares of Common
Stock of the Company  requested to be included by other investors having written
registration  rights  agreements with the Company  respecting such shares,  with
Holder and each such  investor  proposing to sell such shares  participating  in


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<PAGE>

such  registration  on a pro rata  basis),  and  (iii) the  condition  that each
requesting  Stockholder  shall  cooperate  in the  registration  process  in all
material respects,  including  execution by such Stockholder of the underwriting
agreement (if applicable) and related stockholder lock-up agreement agreed to by
the  Company,  all the other  investors  participating  in the  offering and the
underwriters (if applicable).

     (d)  The  Company  may  amend  any   registration   statement  to  withdraw
registration of any selling  Stockholder's Shares if such Stockholder shall fail
or  refuse  to  cooperate  in full and in a timely  manner  with all  reasonable
requests relating to such registration and the public offering generally made by
the  Company,  the  underwriters  (if any),  their  respective  counsel  and the
Company's auditors.

     5. Indemnification

     (a) With respect to any registration  statement relating to any Shares sold
by each  Stockholder,  such  Stockholder  will  indemnify  the  Company and each
person,  if any, who controls the Company  within the meaning of the "1933 Act,"
in writing, in form and substance acceptable to counsel for the Company, against
any and all expenses,  claims,  damages or  liabilities to which the Company may
become  subject  under the 1933 Act,  the  Exchange  Act of 1934 (the  "Exchange
Act"), as amended, or otherwise,  insofar as such expenses,  claims,  damages or
liabilities  arise out of or are based  upon any  untrue  statement  or  alleged
untrue  statement of any material fact contained in any preliminary  prospectus,
registration statement, final prospectus or any amendment or supplement thereto,
or any filing made  pursuant to the  Exchange  Act, or arise out of or are based
upon the omission or alleged  omission to state therein a material fact required
to be stated  therein or  necessary  to make  statements  contained  therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue  statement or omission or alleged  omission was made
therein in reliance upon and in conformity with written information furnished to
the Company by that  Stockholder  expressly for use in the preparation  thereof.
Furthermore, each Stockholder will indemnify the Company for the failure by such
Stockholder,  or its agent, to delivery any prospectus  required to be delivered
in connection with the sale by such Stockholder of any Shares.

     (b) With respect to any registration  statement relating to any Shares held
by a Stockholder, the Company will indemnify each Stockholder,  each underwriter
of the Shares,  and each person,  if any, who controls a Stockholder or any such
underwriter  within the meaning of the  Securities  Act,  against all  expenses,
claims,   damages  or  liabilities  to  which  either   Stockholder,   any  such
underwriter,  or any such  controlling  person  may  become  subject,  under the
Securities  Act,  the  Exchange  Act,   applicable  state  securities  laws,  or
otherwise, insofar as such expenses, claims, damages or liabilities arise out of
or are based  upon any  untrue  statement  or alleged  untrue  statement  of any
material fact contained in any preliminary  prospectus,  registration statement,
final prospectus or any amendment or supplement thereto, or any filing under the
Exchange Act, or arise out of or are based upon any untrue  statement or alleged
untrue  statement or omission or alleged  omission made therein in reliance upon
and in  conformity  with  written  information  furnished  to the  Company  by a
Stockholder  expressly for use in the preparation  thereof;  and (y) the Company
shall  not be  liable  to any  underwriter  or any  controlling  person  of such
underwriter in any such case to the extent that such expenses,  claims,  damages
or  liabilities  arise out of or are based upon any untrue  statement or alleged
untrue  statement or omission or alleged  omission made therein in reliance upon


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<PAGE>

and in  conformity  with  written  information  furnished to the Company by such
underwriter  expressly for use in the preparation thereof. Any such underwriter,
as a condition to obtaining the indemnity  agreement referred to in this Section
shall be  required  to  indemnify  the  Company on the same terms as provided in
Section  5(a)  in the  case  of  the  Stockholders  in  respect  of the  written
information  furnished by such underwriter which is referred to in clause (y) of
this Section 5(b).

     6. Rule 144. The Company will use its commercially  reasonable best efforts
to take such action as may be necessary to ensure that the  requirements of Rule
144(c) under the 1933 Act are satisfied so as to enable you to offer or sell the
shares  pursuant  to Rule 144,  subject to  compliance  with the  provisions  of
paragraphs (d) through (h), or (k), of Rule 144.

     7.  Cooperation.  The  Company  will  cooperate  with you in good  faith by
promptly  processing  requests for  confirmation  of compliance with Rule 144 by
Subscriber,  and requests for removal of  restrictive  legends and stop transfer
orders, as permitted by applicable law.

SUBSCRIBER:                             COMPANY:

                                        Interland, Inc.

                                        By:
----------------------------------            ----------------------------------
Name:     Jeffrey M. Stibel             Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
Date:     July 28, 2005                 Date:
                                              ----------------------------------




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