UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

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|(mark one)
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Commission File Number 000-51595

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Website Pros, Inc.(Exact name of registrant as specified in its charter)

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|Delaware(State or other jurisdiction of
incorporation or organization)                              |  | 94-3327894(I.R.S. Employer
Identification No.)
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|12735 Gran Bay Parkway West, Building 200, Jacksonville, FL(Address of principal executive offices) |  | 32258(Zip Code)                               

Registrant's telephone number, including area code: (904) 680-6600

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $0.001 par value(Title of class)

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. o Yes    ý No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. o Yes    ý No

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. ý Yes    o No

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(§ 229.405 of this
chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

|Large accelerated filer o |  | Accelerated filer ý |  | Non-accelerated filer o (Do not check if a smaller reporting company) |  | Smaller reporting company o
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the
Act). o Yes    ý No

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately
$137,595,566 as of June 30, 2007, based upon the closing sale price of the common stock as quoted by the NASDAQ Global Market reported for such date. Shares of common stock held by each
executive officer and each director and by each person who is known by the registrant to own 5% or more of the outstanding common stock have been excluded from this calculation as such persons may be
deemed affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As
of February 29, 2008, the registrant had 27,608,744 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Parts of the Proxy Statement for the registrant's 2008 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission pursuant to
Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K, are incorporated by reference in Part III of this
Form 10-K.



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TABLE OF CONTENTS

|         |  |                                                                                                               |  | Page
|-------- |  | ------------------------------------------------------------------------------------------------------------- |  | ----
|PART I   |  |                                                                                                               |  |     
|Item 1.  |  | Business                                                                                                      |  | 1   
|Item 1A. |  | Risk Factors                                                                                                  |  | 16  
|Item 1B. |  | Unresolved Staff Comments                                                                                     |  | 26  
|Item 2.  |  | Properties                                                                                                    |  | 26  
|Item 3.  |  | Legal Proceedings                                                                                             |  | 27  
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                           |  | 28  
|PART II  |  |                                                                                                               |  |     
|Item 5.  |  | Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities |  | 29  
|Item 6.  |  | Selected Financial Data                                                                                       |  | 30  
|Item 7.  |  | Management's Discussion and Analysis of Financial Condition and Results of Operation                          |  | 30  
|Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                                    |  | 46  
|Item 8.  |  | Financial Statements and Supplementary Data                                                                   |  | 47  
|Item 9.  |  | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                          |  | 47  
|Item 9A. |  | Controls and Procedures                                                                                       |  | 48  
|Item 9B. |  | Other Information                                                                                             |  | 50  
|PART III |  |                                                                                                               |  |     
|Item 10. |  | Directors, Executive Officers and Corporate Governance                                                        |  | 51  
|Item 11. |  | Executive Compensation                                                                                        |  | 51  
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                |  | 51  
|Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                                     |  | 51  
|Item 14. |  | Principal Accounting Fees and Services                                                                        |  | 51  
|PART IV  |  |                                                                                                               |  |     
|Item 15. |  | Exhibits, Financial Statement Schedules                                                                       |  | 52  

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PART I

Item 1. Business.

This Form 10-K and the documents incorporated herein by reference contain forward-looking statements that involve risks and
uncertainties. Actual results may differ materially from those expressed in forward-looking statements. See Item 1A of Part I"Risk Factors."

Website
Pros, Inc. ("we," "us," "our," "Website Pros" or the "Company") believe we are a leading provider, based on our number of subscribers, of
Do-It-For-Me and Do-It-Yourself website building tools, Internet marketing, lead generation and technology solutions that enable small and
medium-sized businesses to build and maintain an effective Internet presence. The company offers a full range of Web services, including website design and publishing, Internet marketing and
advertising, search engine optimization, e-mail, lead generation, home contractor specific leads, and shopping cart solutions meeting the needs of a business anywhere along its lifecycle.

On
September 30, 2007, we acquired Web.com, Inc. ("Web.com"). Web.com is a leading provider of Do-It-Yourself websites and Internet marketing services for the
small and medium-sized business market. Web.com offers a wide selection of online services, including Web hosting, e-mail, e-commerce, website development, online marketing and
optimization tools. Web.com has a large customer base that provides significant upsell and cross-sell opportunities for Do-It-For-Me website services,
online marketing and lead generation services. We believe that the Web.com acquisition united two market leaders to create a single company with solutions that can better meet the diverse Web services
needs of small and medium-sized businesses. In addition, we expect we will be able to leverage cost savings and take advantage of cross-selling opportunities across our significantly expanded customer
base.

On
February 19, 2008, the Company announced its intention to change its name to Web.com. The name change could take place as early as the first half of 2008.

Our
primary service offerings, eWorks! XL and SmartClicks, are comprehensive performance-based packages that include website design and publishing, Internet marketing and advertising, search engine
optimization, search engine submission, lead generation and easy-to-understand Web analytics. As an application service provider, or ASP, we offer our customers a full range of
Web services and products on an affordable subscription basis. In addition to our primary service offerings, we provide a variety of premium services to customers who desire more advanced
capabilities, such as e-commerce solutions and other sophisticated Internet marketing services and online lead generation. The breadth and flexibility of our offerings allow us to address
the Web services needs of a wide variety of customers, ranging from those just establishing their websites to those that want to enhance their existing Internet presence with more sophisticated
marketing and lead generation services. Additionally, as the Internet continues to evolve, we plan to refine and expand our service offerings to keep our customers at the forefront.

Through
the combination of our proprietary website publishing and management software, automated workflow processes, and specialized workforce development and management techniques, we believe we
achieve production efficiencies that enable us to offer sophisticated Web services at affordable rates. Our technology automates many aspects of creating, maintaining, enhancing, and marketing
semi-custom websites on behalf of our customers. With approximately 263,000 subscribers to our eWorks! XL, SmartClicks, and subscription-based services as of December 31, 2007,
which includes approximately 173,000 customers of pre-acquisition Web.com and Submitawebsite, we believe we are one of the industry's largest providers of affordable Web services and
products that enable small and medium-sized businesses to have an effective Internet presence.

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We
traditionally have sold our Web services and products to customers identified primarily through strategic marketing relationships with established brand name companies that have large numbers of
small and medium-sized business customers. We have a direct sales force that utilizes leads generated by our strategic marketing relationships to acquire new customers at our sales centers in Spokane,
Washington; Atlanta, Georgia; Jacksonville, Florida; Manassas, Virginia; Norton, Virginia; Halifax, Nova Scotia; and Scottsdale, Arizona. Our sales force specializes in selling to small and
medium-sized businesses across a wide variety of industries throughout the United States.

Through
the acquisition of Web.com, we also acquired a large number of customers directly through online and affiliate marketing activities that target small and medium-sized businesses that want to
establish or enhance their Internet presence.

Our Approach and Solution

We have built our business around a subscription-based ASP model that allows small and medium-sized businesses to affordably outsource their Web services needs to us. The key
elements of our business model and approach are:

Providing Comprehensive Solutions for Small and Medium-Sized Businesses.Our goal is to enable small and medium-sized businesses to outsource their Web
services needs to us. Our experience is that many small and medium-sized businesses do not have the in-house expertise to effectively design an Internet presence that will generate
adequate traffic to their websites and increase direct consumer interaction. As a result, our customers look to us to provide these services. Our Web services include, among other features, a full
range of Web services, including website design and publishing, Internet marketing and advertising, search engine optimization, lead generation, home contractor specific leads, and shopping cart
solutions. We believe this combination provides our customers with a comprehensive solution to their Web services needs.

Offering Affordable Subscription-Based Solutions.Because our customer base is value-driven, we provide our Web services on an affordable subscription
basis.



Streamlining Operations for Customer Acquisition, Fulfillment, and Support.We utilize proprietary workflow processes and customer relationship
management systems, together with a combination of integrated template-driven and specialized website design tools, to sell, design, and support our Web services and products. We believe this
integrated infrastructure has enabled us to significantly reduce the time from initial customer contact to site completion. Our goal is to design a website and have it complete and visible on the
Internet within 72 hours from the time we receive initial information from

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the
customer. Additionally, we have extensive experience promoting, selling, and supporting our web services and products to small and medium-sized businesses.

Forming and Enhancing Strategic Marketing Relationships.We focus on forming strategic marketing relationships with companies that have large customer
bases of small and medium-sized businesses. These companies generate leads for us by providing lists of their customers, conducting e-mail marketing campaigns about our Web services and
products, advertising our Web services and products on the Internet, and using other forms of both direct and indirect solicitation. These companies filter the customer lists they provide to us using
a number of criteria that we believe indicate when a small or medium-sized business is likely to understand the value of our Web services and products.

Through
the acquisition of Web.com, we also acquired a large number of customers directly through online and affiliate marketing activities that target small and medium-sized businesses that want to
establish or enhance their Internet presence.

With
the addition of Web.com's product lines, we continue to develop relationships with leading technology providers, including major software, hardware, development and Internet marketing
organizations, to enhance the design and sales of their products and services. Relationships with these companies allow the Company to quickly gain access to innovative technologies and provide more
creative solutions to our customers.

1ShoppingCart.com
and Renex provide additional sales channels for our core Web services products. 1ShoppingCart.com has a network of affiliate and private-label resellers that are prospects for our
other services and that can be leveraged to offer our services to their customers. Renex's growing network of home services contractors is also a source of prospective customers for website and online
promotional services.

Upselling or cross-selling additional services to existing customers.We believe the acquisition of Web.com provides significant opportunities to sell
higher-priced services to the large Web.com customer base. Many of Web.com's customers were acquired through traditional and online marketing programs that promoted hosting or
Do-It-Yourself website design services. These customers are prospects for additional online marketing, lead generation and search optimization products. Additionally, some of
these customers are also prospects for our Do-It-For-Me services.

Our Strategy

Our objective is to enhance our position as a leading provider of Web services and products for small to medium-sized businesses. Key elements of our strategy include:

Continuing to Target the Small and Medium-Sized Business Market Segment.We believe the small and medium-sized business market offers us the best
opportunity to continue building a leading national Web services company. We believe this is an attractive market because it is large and because these businesses need a comprehensive, affordable
solution to their Web services requirements. Our Web services meet critical business needs of these businesses that they often do not have the time, resources, or technical skills to fulfill
themselves.

Developing or Acquiring Complementary Services and Technologies.We sell Web services and products that are essential to an effective Internet presence
such as local and regional lead generation, search engine optimization, website search tools, affiliate marketing networks, and Web analytics. While we currently provide many of these services through
our relationships and agreements with other vendors, we will seek opportunities either to internally develop some or all of these services and products or acquire businesses that provide them.
Additionally, we may seek to acquire companies with existing customer bases in our target market into which we can cross-sell our Web services and products.

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Expanding our Distribution Channels.To sell our Web services and products cost efficiently, we capitalize on the connection those organizations, with
which we have strategic marketing relationships, have with their small and medium-sized business customers. We plan both to expand the scope of our current strategic marketing relationships, as well
as to develop additional strategic marketing relationships with organizations that have strong brand recognition with small and medium-sized businesses. We also expect to increase our marketing and
sales activities so that a larger proportion of our customers are acquired through increased direct sales and new reseller programs. 1ShoppingCart.com and Renex also provide additional opportunities
to expand and diversify our distribution channels.

Selling Additional Services and Products to Existing Customers.As of December 31, 2007, we had approximately 263,000 subscribers to our eWorks!
XL, SmartClicks, and subscription-based services, which includes approximately 173,000 customers of pre-acquisition Web.com and Submitawebsite. As customers build their Internet presence,
we believe that we can demonstrate the value of the additional premium services and products we offer, which can increase our average revenue per customer and improve our revenue growth. For example,
we can provide paid search and e-commerce capabilities to our current customers' websites, enabling additional sources of revenue for them while also contributing to a measurable return on
their investment.

Strengthening Customer Retention.We are dedicated to enhancing customer retention and building lasting relationships with our customers. We believe it
is critical to customer retention to target small and medium-sized businesses that already understand the value of the Internet to their success. Improving customer retention also requires maximizing
customer loyalty. Therefore, we are focused on customer satisfaction, consistent communication, Web service and product enhancements, and high quality customer service. Additionally, we believe that
by educating our existing and prospective customers about the value of our services to their businesses we can build lasting customer relationships.

Extending Our Position as an Affordable ASP.Through the combination of our operational scale and geographical locations, we believe that we have been
able to minimize the cost of delivering our Web services and products. Our template-driven processes enable us to handle orders efficiently. We have strategically located our primary sales and
fulfillment facilities in the lower-cost areas of Jacksonville, Florida; Spokane, Washington; and Norton, Virginia, which helps us to better manage our cost of operations even as we
expand. In the future, we may look to new international labor markets to further reduce the cost of providing our Web services and products.

Our Services and Products

Our goal is to provide a broad range of Web services and products that enable small and medium-sized businesses to establish, maintain, promote, and optimize their Internet
presence. By providing a comprehensive performance-based offering, we are able to sell to customers whether or not they have
already established an Internet presence. Our Web services and products can be categorized into the following offerings:

eWorks! XL Subscription-Based Services

Using our proprietary software and workflow enabled processes, we develop and support subscription Web service packages that include a 5, 10, 20, or 40 page
semi-custom website and related services. These comprehensive packages include the tools and functionality necessary for a business to create, maintain, enhance, and market a successful
and effective online presence. We build, test, and publish the websites and provide related services for our customers. We also provide tutorials and tools for customers to edit and manage their
sites. Alternatively, customers can select from one of several levels of support programs for ongoing management and maintenance of their websites.

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Our
primary subscription offering is eWorks! XL, a comprehensive website design and publishing package targeted at getting small and medium-sized businesses online quickly, effectively, and affordably
when they have no Internet presence, or a limited one. The package includes a five-page semi-custom website built on our proprietary self-editing tool, which allows
for easy maintenance by the customer. By using our comprehensive, performance-based package of services, customers eliminate the need to buy, install, or maintain hardware or software to manage their
Internet presence. This offering includes a broad set of configuration and customization options using a Web browser.

We
build the initial website for the customer using the content and design information the customer provides. Our goal is to have a customer's website visible on the Internet within 72 hours
from the time we receive initial information from the customer.

eWorks!
XL includes:



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SmartClicks Subscription-Based Services

SmartClicks is a performance-based service with a higher subscription fee than our eWorks! XL offering. Our SmartClicks offering is targeted to customers that want additional
online advertising in their local service areas. SmartClicks includes all of the benefits provided in the eWorks! XL bundle and the added benefit of guaranteed pay-per-click
advertising in Google and other major search engines.

An
added value of the SmartClicks package is the advertising management function Website Pros performs for these customers. We create the pay-per-click ads, buy appropriate
keywords, monitor the programs' performance and report results to customers as part of the customers' subscription.

Premium Subscription-Based Services

In addition to our eWorks! XL and SmartClicks subscription-based Web services, we offer a number of premium subscription-based services and functionalities for an additional
fee. These premium subscription-based services are available to our eWorks! XL customers, to customers of our custom website design services and, in most cases, to customers for whom we have not built
a website but who otherwise require these Web services. These premium subscription-based services include:



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Do-It-Yourself Websites

Through our Web.com product, we offer a variety of Do-It-Yourself website building and marketing solutions for small and medium-sized businesses that
are more technically savvy. These solutions include hosting services, an easy-to-use web building tool, e-commerce capabilities and online marketing.

Hosting Services

We offer core products that are standardized, scalable managed hosing services that place numerous customers on a single shared servera cost benefit that is passed
along to the customer. Starter packages are designed for websites with relatively low volumes of traffic and allow our customers to establish an online presence at minimal cost. Our hosting services
feature easy-to-use control panels and extensive online documentation that allow customers to control their own applications. These hosting services are sold stand-alone or
bundled with a suite of website tools and services.

Custom Web Design

We offer complete custom website design services that provide sophisticated functionality and interactivity beyond those available under eWorks! XL and SmartClicks. These sites
are typically built for larger, more established customers that have had an Internet presence in the past, or that are designing the first website with unique specifications. Customers work directly
with our experienced Web designers to build a fully customized website. Additionally, we are able to sell any of our subscription-based Web services and products to our custom Web design customers.

Our
team of custom design professionals includes experienced Web designers, programmers, copywriters, and search engine optimization experts who work together to ensure that the customer's online
business objectives are met. Custom sites are built on our NetObjects Fusion software or other sophisticated design tools that provide the flexibility and functionality to meet advanced business
needs. Custom sites can include flash, animation, e-commerce solutions, sophisticated interactivity and database functionality.

Web Authoring Software

We offer NetObjects Fusion, our desktop Web authoring software, for businesses that want to design websites either for themselves or for others. Combining
easy-to-use wizards, drag-and-drop simplicity, and design tools, NetObjects Fusion offers the flexibility to be an intuitive website building software
for novices, as well as an advanced tool for website development professionals. NetObjects Fusion offers features that allow website professionals to build websites quickly, while still enabling these
professionals to offer the flexibility and functionality their clients often require. NetObjects Fusion includes e-commerce capabilities, database functionality, and image manipulation
tools that website professionals find useful in building clients' sites.

Online Business Automation

Through 1ShoppingCart.com, we offer a robust set of sales and marketing tools for businesses selling products and services online. 1ShoppingCart.com offers an ASP,
subscription-based shopping cart solution with add-on modules that allow small and medium-sized businesses to create, promote and manage their online presence. Services include a
comprehensive affiliate management program, e-mail marketing, auto-responders and ad trackers.

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Lead Generation

We offer targeted lead generation services for various business categories through Renex and LEADS.com. Renex is a competitive marketplace that matches homeowners in need of
remodeling services with qualified contractors in their local area. Through a subscription-based model, contractors purchase these leads, giving them the opportunity to bid on the homeowner's project.
LEADS.com offers leads in other home services categories such as plumbers, landscapers, roofers and painters.

Search Engine Marketing

We offer search engine marketing services that offer fully customizable solutions based on our customers goals and business plans. Some of these services include search engine
optimization, link building, pay-per-click advertising management, public relations and press release distributions.

Operations

We have invested significant time and capital resources in a set of internal processes and proprietary technologies designed to enable high-scale,
high-quality mass customization of our Web services.

eWorks! XL

The workflow of our sales and fulfillment process for eWorks! XL is illustrated below.

GRAPHIC

Utilizing
leads provided by our strategic marketing relationships, we identify potential customers through a combination of our outbound and inbound telesales programs. Once our sales specialists have
determined that a lead is a potential customer, the customer call is transferred directly to a Web services consultant. In most cases, this transfer takes place immediately so that customer contact is
not interrupted. The Web services consultant conducts a Web design interview during which we collect information about the customer, request customer-specific content, and proactively help the
customer design an effective Internet presence based on the goals for its business. Several discrete quality checks on each sale help us maximize the quality of the sale.

Using
our proprietary workflow process and customer relationship management software, the interview notes and content gathered by our Web services consultants are then transmitted to our national
design
center. At this point, our design specialists use the notes and content collected, our proprietary design tool and one of hundreds of design templates that can be modified using a wide variety of
color themes and graphics to design a semi-custom website for the customer. After completion of the website, a separate quality assurance process is automatically triggered by our
proprietary workflow process and customer relationship management software. This quality assurance process includes testing of the website, reviewing notes and customer-supplied content, confirming
appropriateness of styles used, and generally ensuring that the quality of the resulting Internet presence is consistent with our high standards. Following quality assurance, the website is published
and hosted, and the customer is notified that the website is complete.

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By utilizing our proprietary workflow process and customer relationship management software, specialized design tools, a large database of design templates, and several years of experience, we have
been able to decrease the time of development and increase the utilization rate of our sales, design, and support staff. Our goal is to complete this process, from customer call to initial website
deployment, within 72 hours. After the website is available on the Internet, we help our customers maintain, modify, and upgrade their Internet presence.

For
all of our customers, we also provide periodic newsletters and other informational items to increase our number of customer contact events. We actively seek to interact with our customers at a
variety of times during the customer life cycle through different media. Through experience and testing, we have found increased contact with customers helps to improve customer loyalty and enhance
their understanding of the value of our services and products. We have also initiated several programs to foster customer loyalty, including numerous customer surveys that measure the quality of our
service and the effectiveness of our products, a dedicated customer satisfaction team that follows up telephonically with every customer responding negatively to any of our surveys, segmented design
experts for handling design changes quickly and professionally, and the introduction of an intensive training curriculum required for all customer care agents.

We
maintain four data centers located in Jacksonville, Florida; Atlanta Georgia and Spokane, Washington, for most of our internal operations. Servers that provide our customers' website data to the
Internet are located within a third-party co-location facility located in Jacksonville, Florida. This co-location facility has a secured network infrastructure including
intrusion detection at the router level. Our contract obligates our co-location provider to provide us a secured space within their overall data center. The facility is secured through
card-key numeric entry and biometric access. Infrared detectors are used throughout the facility. In addition, the co-location facility is staffed 24 hours a day,
7 days a week, with experts to manage and monitor the carrier networks and network access. The co-location facility staff provides 24-hour security through camera-
controlled views of our equipment. The co-location facility provides multiple Internet carriers to help ensure bandwidth availability to our customers. The availability of electric power
at the co-location facility is provided through multiple uninterruptible power supply and generator systems should power supplied by the Jacksonville Electric Authority fail. We plan to
renew our agreement with the co-location facility, which expires on May 1, 2008.

Customer
data is redundant through the use of multiple application and Web servers. Customer data is backed up to other disk arrays with fail-over to help ensure high availability.
Customer data is also maintained at our national design center and can be republished from archival data at any time through our Oracle 9i database system. Currently, this process could take
approximately 24 hours.
Our financial system reporting also uses our redundant Oracle systems and can be reconstituted in approximately 12 hours.

We
are currently working with our co-location provider to establish a disaster recovery backup operation at one of the provider's alternative locations. This would provide a working
fail-over site to prevent a disruption of our customers' websites should the Jacksonville co-location site become unavailable. The facilities are connected by fiber-optic rings
to our co-location provider's other centers.

Web.com product line

Our Web.com product line offers Do-It-Yourself hosting, website and marketing solutions to small and medium-sized businesses that intend to build their
own websites or enhance their websites with Internet marketing. Potential customers are identified through traditional and online marketing as well as through a number of distribution partners,
resellers and affiliates.

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LEADS.com Internet Marketing Packages and Lead Generation

Potential customers for our Internet Marketing packages are identified primarily using an outbound telesales program based in Manassas, Virginia, and Norton, Virginia. This
program targets businesses with established traditional print yellow pages advertising campaigns. Customers who purchase our Internet Marketing package offering are interviewed and advertising
information is entered into our proprietary publishing system. Local advertisements are then customized for several distribution platforms, such as Yahoo! Yellow Pages and Google search, and then
published to these platforms. Customers receive a monthly report that tracks the number of impressions, clicks, and calls generated by each advertisement that we place on their behalf. LEADS.com also
offers lead generation products through their outbound telesales efforts to small businesses in a variety of industries including home services. In addition to selling Internet Marketing packages and
lead generation, the LEADS.com sales force sells website and search engine optimization services to its customer base.

1ShoppingCart.com Integrated E-commerce Solution

Prospects for our 1ShoppingCart.com e-commerce product are typically small business customers that are interested in establishing an online business. Our
e-commerce engine integrates a variety of marketing and advertising modules that can be purchased as a bundle, or sold individually. In addition to establishing their business online, our
customers can market their services through our e-mail marketing system and auto-responders, track the effectiveness of their advertising and marketing efforts and establish,
manage and maintain a robust affiliate program.

Potential
customers can also test our services through a paid online trial. Once a customer downloads the trial of our software, we contact them through a series of e-mail communications
and auto-responders to encourage conversion of the trial to a paid subscription and to upsell other services.

Our
customer data is stored on systems that are compliant and certified to meet Visa International's Payment Card Industry Data Standards. We have a highly available redundant infrastructure, which
provides disaster recovery backup to prevent a disruption of our customers' e-commerce presence.

Renex Lead Generation Services

We market our Renex services to homeowners through targeted television and online advertising. Homeowners complete a brief online form describing their remodeling need and
their approximate budget. Renex receives the online lead and sends it to up to 60 local contractors in the Renex database. The first 4 qualified contractors that respond are provided the homeowner's
contact information and then work directly with the homeowner to scope the project and provide cost estimates to the homeowner. Renex will also provide the homeowner with financial leads if the
homeowner wishes to borrow money to fund the project.

Our
services are marketed to contractors online and through our outbound telesales program in Halifax, Nova Scotia. We also offer a Customer Relationship Lead Management system (CRM system) to
contractors, free of charge that allows them to manage all of their leads and projects in a comprehensive, easy-to-use system. Contractors utilizing the free CRM system are
prime prospects for lead generation services.

Submitawebsite.com

Based in Scottsdale, Arizona, Submitawebsite.com offers search engine optimization and placement services to customers that want to improve their natural search rankings in
popular search engines. These services are marketed to small and medium-sized businesses through organic search and online

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marketing.
Additionally, Submitawebsite.com services are cross-sold to our customers through our outbound and inbound telesales teams.

Submitawebsite
services align customers' website code and content with strategic keyword phrase targeting, ultimately assisting a search engine algorithm in understanding and recognizing a website's
keyword focus. We also sell and manage link building and blogging campaigns for customers as additional strategies to improve search engine rankings and website performance.

Technology

Our hardware and software infrastructure provides an advanced set of integrated tools for design, service, modifications, and billing. NetObjects MatrixBuilder enables website
design, end user modification and administration, and includes a variety of other tools accessible by our customers. Our Oracle-based proprietary workflow processes and customer relationship
management software, which we developed internally, helps ensure that our production staff provides timely and efficient design services and helps us to efficiently and cost-effectively
manage our customer base.

Our
proprietary workflow processes and customer relationship management software enables us to build, maintain, and track large numbers of customer websites. The configuration of software and hardware
includes six key modules:



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The
Web.com proprietary technology includes technologies that enable the company to automate a number of back-end functions and technologies that allow customers to order, change and mange
their web hosting accounts easily online without technical expertise.

Sales Channels

Sales of Subscription Services

Our sales organization for our subscription Web services and products comprises several distinct sales channels, including:

Outbound and Inbound Telesales.The organizations with which we have strategic marketing relationships provide us with lists of their small
and medium-sized business clients who meet a broad set of criteria. We analyze these customer lists to determine which of these customers best match our criteria for long-term clients. Our
sales specialists call these prospective customers during regular business hours to discuss their Web services needs. We believe the brand and affinity relationship these prospective customers have
with the parties with which we have strategic marketing relationships enhances our ability to reach a decision maker, make a presentation, have our offer considered, and close the sale during the
initial call. In addition, we maintain a separate team of sales specialists specifically focused on responding to inbound inquiries generated by programs initiated by us and the organizations with
which we have strategic marketing relationships. We and these organizations employ a mix of e-mail, direct mail, website, and other marketing efforts to help promote our services to
prospective clients.

As
of December 31, 2007, we had 276 employees in our outbound and inbound telesales units located in our sales centers in Spokane, Washington; Manassas and Norton, Virginia; Jacksonville,
Florida; Scottsdale, Arizona; and Halifax, Nova Scotia. With the benefit of having conducted several years of outbound and inbound telesales activities, we have significant management, business
process, training, and product expertise within our sales team. Additionally, we employ practices designed to optimize the management of our employees and increase their sales performance.

Reseller Program.Several of the parties with which we have strategic marketing relationships have their own direct sales organizations. We
have worked closely with these resellers to develop sales support and fulfillment processes that integrate with the resellers' sales, service, support, and billing practices. Additionally, we provide
these resellers with training and sales materials to support the Web services being offered. Companies that currently resell our services and products through their sales organizations include Yahoo!,
Earthlink and Register.com.

Online Channel.We promote our services through the Websitepros.com, Web.com, LEADS.com, RenovationExperts.com 1ShoppingCart.com,
Submitawebsite.com, and Websourcemedia.com websites. To drive prospects to our sites, we engage in online marketing and advertising campaigns, conduct targeted television campaigns to reach homeowners
for Renex and participate in seminars targeting small businesses that wish to sell their services online. Our partners also promote our services by including our products on their websites and by
including our services in their ongoing marketing and promotional efforts with their customers.

Affiliate Network and Private Label Partners.We sell our shopping cart and business automation solutions through direct online channels
and through approximately 3,000 affiliate and private-label partners that market our services on our behalf. These partners are provided with ongoing marketing

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and
technical support to ensure a positive customer experience for their end customers. Through Web.com, we have approximately 5,000 affiliate partners that have the ability to sell our
Do-It-Yourself services. We also have a network of direct resellers for our hosting products. We believe that these affiliate partners and resellers provide additional
opportunities to upsell and cross-sell our Do-It-For-Me services.

Sales of NetObjects Fusion

We sell NetObjects Fusion through direct sales, original equipment manufacturers, or OEMs, software bundles, and retail and reseller distribution.

Direct Sales.We sell NetObjects Fusion through strategic e-mail marketing campaigns aimed at users of prior versions of the
software, people that use the product on a trial basis, newsletter subscribers, and website visitors. In Europe, we also utilize magazine covermounts, which European magazines utilize to differentiate
themselves. With a covermount, a copy of an older version of NetObjects Fusion is provided free with the purchase of the magazine. We require the recipient of the free version to register with us
directly to be able to use the free copy of the software. The new user of the software becomes a prospect for new versions of NetObjects Fusion and for the other software products we offer.

OEM Software Bundles.A number of OEMs are offering NetObjects Fusion as part of their packaged product offerings. As needed, we
customize the NetObjects Fusion application to meet the OEM's specifications and to feature the OEM's products and brands within the software. Typically, an older version of NetObjects Fusion is
offered through OEM bundles, which we believe facilitates later sales of newer versions to these users.

Retail and Reseller Distribution.We work with resellers in the United States, Europe and Australia to sell NetObjects Fusion. These
distributors supply smaller resellers, retailers and value added resellers in their markets with NetObjects Fusion.

Strategic Marketing Relationships

A key part of our sales strategy is to leverage the brand and distribution of organizations with which we have strategic marketing relationships to sell our Web services and
products. We have developed strategic marketing relationships with well-known, brand name companies. We create sales material with each of these organizations, highlighting our Web
services and products while also leveraging their brand. Then, on behalf of these companies, we initiate programs where our sales representatives directly contact their small and medium-sized business
customers using telesales solicitation, direct mail, and online contact.

We
offer a number of benefits to the companies with whom we have established strategic marketing relationships. First, they are able to increase their revenue through the marketing fees paid by us.
Second, we allow these companies to offer a comprehensive solution for delivering Web services to their small and medium-sized business customers. This can result in increased loyalty of their
customer base and an overall strengthening of their customer relationships. Third, by providing our Web services to their customers through us, we enable them to differentiate their offering from that
of their competitors.

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Marketing

We engage in a variety of marketing activities to increase awareness of our services and products, to sell additional services and products to our existing customer base, and
to enhance the value we provide to small and medium-sized business entities. Our marketing activities include:



Customers

We generally target small and medium-sized businesses having fewer than 100 employees. These customers normally are focused on regional or local markets. We seek to create
long-term relationships with our customers, who cover a diverse set of industries and geographies in the United States. As of December 31, 2007, we had approximately 263,000
subscribers to our eWorks! XL, SmartClicks, and subscription-based services, which includes approximately 173,000 customers of pre-acquisition Web.com and Submitawebsite.

We
also target small and medium-sized businesses with significant monthly spending on local print yellow pages advertising. We seek to create long-term relationships with these businesses
by helping them locate new customers at a significantly lower cost per lead compared to traditional print yellow pages marketing campaigns.

Third-Party Providers

We offer some of our services to our customers through third-party technology vendors, which helps us to expand our services and create additional revenue opportunities. We do
not have long-term contracts with any of these third parties. Accordingly, we or any of these providers can terminate the relationship at any time, for any reason or no reason, on short
notice, often as little as 30 days. If any of these relationships terminate, we may need to seek an alternative provider of services or develop the covered services independently.

Competition

The market for Web services is highly competitive and evolving. We expect competition to increase from existing competitors as well as new market entrants. Most existing
competitors typically offer a limited number of specialized solutions and services, but may provide a more comprehensive set of services in the future. These competitors include, among others, website
designers, Internet service providers, Internet search engine providers, local business directory providers, website domain name registrars, e-commerce service providers, lead generation
companies and hosting companies. These competitors may have greater resources, more brand recognition, and larger installed bases of customers than we do, and we cannot ensure that we will be able to
compete favorably against them. Our NetObjects Fusion software has two principal competitors: Macromedia Dreamweaver and Adobe GoLive.

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We believe the principal competitive factors in the small and medium-sized business segment of the Web services and online marketing and lead generation industry include:



Intellectual Property

Our success and ability to compete is dependent in significant part on our ability to develop and maintain the proprietary aspects of our technology and operate without
infringing upon the proprietary rights of others. We currently rely primarily on a combination of copyright, trade secret and trademark laws, confidentiality procedures, contractual provisions, and
other similar measures to protect our proprietary information. As of December 31, 2007, we owned 21 issued U.S. patents. We also have several additional patent applications pending but not yet
issued. Due to the rapidly changing nature of applicable technologies, we believe that the improvement of existing offerings, reliance upon trade secrets and unpatented proprietary
know-how and development of new offerings generally will continue to be our principal source of proprietary protection. While we have hired third party contractors to help develop our
software and to design websites, we own the intellectual property created by these contractors. Our software is not substantially dependent on any third party software, although our software does
utilize open source code. Notwithstanding the use of this open source code, we do not believe our usage requires public disclosure of our own source code nor do we believe the use of open source code
is material to our business.

We
also have an ongoing service mark and trademark registration program pursuant to which we register some of our product names, slogans and logos in the United States and in some foreign countries.
License agreements for our software include restrictions intended to protect our intellectual property. These licenses are generally non-transferable and are perpetual. In addition, we
require all of our employees, contractors and many of those with whom we have business relationships to sign non-disclosure and confidentiality agreements and to assign to us in writing
all inventions created while working for us. Some of our products also include third-party software that we obtain the rights to use through license agreements. In such cases, we have the right to
distribute or sublicense the third-party software with our products.

We
have entered into confidentiality and other agreements with its employees and contractors, including agreements in which the employees and contractors assign their rights in inventions to us. We
have also entered into nondisclosure agreements with suppliers, distributors and some customers to limit access to and disclosure of our proprietary information. Nonetheless, neither the intellectual
property laws nor contractual arrangements, nor any of the other steps we have taken to protect our intellectual property can ensure that others will not use our technology, or that others will not
develop similar technologies.

We
license, or lease from others, many technologies used in our services. We expect that we and our customers could be subject to third-party infringement claims as the number of websites and third
party

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service
providers for Web-based businesses grows. Although we do not believe that our technologies or services infringe the proprietary rights of any third parties, we cannot ensure that
third parties will not assert claims against us in the future or that these claims will not be successful.

Employees

As of December 31, 2007, we had a total of 792 employees. None of our employees are represented by unions. We consider the relationship with our employees to be good and
have not experienced interruptions of operations due to labor disagreements.

Corporate Information

Website Pros, Inc. was incorporated under the General Corporate Law of the State of Delaware on March 2, 1999. Our principal offices are located at 12735 Gran Bay
Parkway West, Building 200, Jacksonville, Florida 32258. Our telephone number is (904) 680-6600 and our website is located at www.websitepros.com. Our website and the information
contained therein or connected thereto shall not be deemed to be incorporated into this Form 10-K.

We
make available free of charge on or through our Internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities Exchange Commission
(SEC).

You
may read and copy this Form 10-K at the SEC's public reference room at 450 Fifth Street, NW, Washington D.C. 20549. Information on the operation of the public reference room can
be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information
regarding our filings at www.sec.gov.

Item 1A. Risk Factors.

We depend on our strategic marketing relationships to identify prospective customers. The loss of several of our strategic marketing relationships, or a reduction in the
referrals and leads they generate, would significantly reduce our future revenue and increase our expenses.

As a key part of our strategy, we have entered into agreements with a number of companies pursuant to which these parties provide us with access to their customer lists and
allow us to use their names in marketing our Web services and products. Approximately 85% and 90% of our new customers in the years ended December 31, 2007 and 2006, respectively, were
identified through our strategic marketing relationships (excluding new customers obtained as a result of completed acquisitions). We believe these strategic marketing relationships are critical to
our business because they enable us to penetrate our target market with a minimum expenditure of resources. If these strategic marketing relationships are terminated or otherwise fail, our revenue
would likely decline significantly and we could be required to devote additional resources to the sale and marketing of our Web services and products. We have no long-term contracts with
these organizations, and these organizations are generally not restricted from working with our competitors. Accordingly, our success will depend upon the willingness of these organizations to
continue these strategic marketing relationships.

To
successfully execute our business plan, we must also establish new strategic marketing relationships with additional organizations that have strong relationships with small and medium-sized
businesses that would enable us to identify additional prospective customers. If we are unable to diversify and extend our strategic marketing relationships, our ability to grow our business may be
compromised.

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Most of our Web services are sold on a month-to-month basis, and if our customers either are unable or choose not to subscribe to our Web services, our
revenue may decrease.

Typically, our Web service offerings are sold pursuant to month-to-month subscription agreements, and our customers can generally cancel their
subscriptions to our Web services at any time with little or no penalty.

Historically,
we have experienced a high turnover rate in our customer base. For the years ended December 31, 2007 and 2006, 45% and 47%, respectively, of our subscribers who were customers at
the beginning of the respective year were no longer subscribers at the end of the respective year. The turnover rate calculations do not include any acquisition-related customer activity.

While
we cannot determine with certainty why our subscription renewal rates are not higher, we believe there are a variety of factors, which have in the past led, and may in the future lead, to a
decline in our subscription renewal rates. These factors include the cessation of our customers' businesses, the overall economic environment in the United States and its impact on small and
medium-sized businesses, the services and prices offered by us and our competitors, and the evolving use of the Internet by small and medium-sized businesses. If our renewal rates are low or decline
for any reason, or if customers demand renewal terms less favorable to us, our revenue may decrease, which could adversely affect our stock price.

If economic or other factors negatively affect the small and medium-sized business sector, our customers may become unwilling or unable to purchase our Web services and
products, which could cause our revenue to decline and impair our ability to operate profitably.

Our existing and target customers are small and medium-sized businesses. These businesses are more likely to be significantly affected by economic downturns than larger, more
established businesses. Additionally, these customers often have limited discretionary funds, which they may choose to spend on items other than our Web services and products. If small and
medium-sized businesses experience economic hardship, they may be unwilling or unable to expend resources to develop their Internet presences, which would negatively affect the overall demand for our
services and products and could cause our revenue to decline.

Our growth will be adversely affected if we cannot continue to successfully retain, hire, train, and manage our key employees, particularly in the telesales and customer
service areas.

Our ability to successfully pursue our growth strategy will depend on our ability to attract, retain, and motivate key employees across our business. We have many key employees
throughout our organization that do not have non-competition agreements and may leave to work for a competitor at any time. In particular, we are substantially dependent on our telesales
and customer service employees to obtain and service new customers. Competition for such personnel and others can be intense, and there can be no assurance that we will be able to attract, integrate,
or retain additional highly qualified personnel in the future. In addition, our ability to achieve significant growth in revenue will depend, in large part, on our success in effectively training
sufficient personnel in these two areas. New hires require significant training and in some cases may take several months before they achieve full productivity if they ever do. Our recent hires and
planned hires may not become as productive as we would like, and we may be unable to hire sufficient numbers of qualified individuals in the future in the markets where we have our facilities. If we
are not successful in retaining our existing employees,
or hiring, training and integrating new employees, or if our current or future employees perform poorly, growth in the sales of our services and products may not materialize and our business will
suffer.

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We may expand through acquisitions of, or investments in, other companies or technologies, which may result in additional dilution to our stockholders and consume resources
that may be necessary to sustain our business.

One of our business strategies is to acquire complementary services, technologies or businesses. In connection with one or more of those transactions, we may:



Business
acquisitions also involve the risk of unknown liabilities associated with the acquired business. In addition, we may not realize the anticipated benefits of any acquisition, including
securing the services of key employees. Incurring unknown liabilities or the failure to realize the anticipated benefits of an acquisition could seriously harm our business.

We may find it difficult to integrate recent and potential future business combinations, which could disrupt our business, dilute stockholder value, and adversely affect our
operating results.

During the course of our history, we have completed several acquisitions of other businesses, and a key element of our strategy is to continue to acquire other businesses in
the future. In particular, we completed the Web.com merger in September 2007 and Submitawebsite, Inc. acquisition in March 2007. Integrating these recently acquired businesses and assets and
any businesses or assets we may acquire in the future could add significant complexity to our business and additional burdens to the substantial tasks already performed by our management team. In the
future, we may not be able to identify suitable acquisition candidates, and if we do, we may not be able to complete these acquisitions on acceptable terms or at all. In connection with our recent and
possible future acquisitions, we may need to integrate operations that have different and unfamiliar corporate cultures. Likewise, we may need to integrate disparate technologies and Web service and
product offerings, as well as multiple direct and indirect sales channels. The key personnel of the acquired company may decide not to continue to work for us. These integration efforts may not
succeed or may distract our management's attention from existing business operations. Our failure to successfully manage and integrate the Web.com or Submitawebiste, or any future acquisitions could
seriously harm our business.

Accounting for acquisitions under generally accepted accounting principles could adversely affect our reported financial results.

Under generally accepted accounting principles in the United States, we could be required to record charges for in-process research and development or other charges
in connection with future acquisitions, which would reduce any future reported earnings or increase any future reported loss. Acquisitions could also require us to record substantial amounts of
goodwill and other intangible assets. For example, in connection with our recent acquisition of Web.com and acquisition assets from Submitawebsite, Inc., we recorded $75.5 million of
goodwill and $63.5 million of intangible assets. Any future impairment of this goodwill, and the ongoing amortization of other intangible assets, could adversely affect our reported financial
results.

We have only recently become profitable and may not maintain our level of profitability.

Although we generated net income for the years ended December 31, 2005, 2006, and 2007, we have not historically been profitable and may not be profitable in future
periods. As of December 31, 2007, we had an accumulated deficit of approximately $57.8 million. We expect that our expenses relating to the sale and marketing of our Web services,
technology improvements and general and administrative

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functions,
as well as the costs of operating and maintaining our technology infrastructure, will increase in the future. Accordingly, we will need to increase our revenue to be able to maintain our
profitability. We may not be able to reduce in a timely manner or maintain our expenses in response to any decrease in our revenue, and our failure to do so would adversely affect our operating
results and our level of profitability.

Our operating results are difficult to predict and fluctuations in our performance may result in volatility in the market price of our common stock.

Due to our limited operating history, our evolving business model, and the unpredictability of our emerging industry, our operating results are difficult to predict. We expect
to experience fluctuations in our operating and financial results due to a number of factors, such as:



These
factors and others all tend to make the timing and amount of our revenue unpredictable and may lead to greater period-to-period fluctuations in revenue than we have
experienced historically.

As
a result of these factors, we believe that our quarterly revenue and results of operations are likely to vary significantly in the future and that period-to-period
comparisons of our operating results may not be meaningful. The results of one quarter may not be relied on as an indication of future performance. If our quarterly revenue or results of operations
fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.

Our business depends in part on our ability to continue to provide value-added Web services and products, many of which we provide through agreements with third parties, and
our business will be harmed if we are unable to provide these Web services and products in a cost-effective manner.

A key element of our strategy is to combine a variety of functionalities in our Web service offerings to provide our customers with comprehensive solutions to their Internet
presence needs, such as Internet search optimization, local yellow pages listings, and e-commerce capability. We provide many of these services through arrangements with third parties, and
our continued ability to obtain and provide these services at a low cost is central to the success of our business. For example, we currently have agreements with several service providers that enable
us to provide, at a low cost, Internet yellow pages advertising. However, these agreements may be terminated on short notice, typically 60 to 90 days, and

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without
penalty. If any of these third parties were to terminate their relationships with us, or to modify the economic terms of these arrangements, we could lose our ability to provide these services
at a cost-effective price to our customers, which could cause our revenue to decline or our costs to increase.

We have a risk of system and Internet failures, which could harm our reputation, cause our customers to seek reimbursement for services paid for and not received, and cause our
customers to seek another provider for services.

We must be able to operate the systems that manage our network around the clock without interruption. Our operations will depend upon our ability to protect our network
infrastructure, equipment, and customer files against damage from human error, fire, earthquakes, hurricanes, floods, power loss, telecommunications failures, sabotage, intentional acts of vandalism
and similar events. Our networks are currently subject to various points of failure. For example, a problem with one of our routers (devices that move information from one computer network to another)
or switches could cause an interruption in the services that we provide to some or all of our customers. In the past, we have experienced periodic interruptions in service. We have also experienced,
and in the future it may experience, delays or interruptions in service as a result of the accidental or intentional actions of Internet users, current and former employees, or others. Any future
interruptions could:



Our data centers are maintained by third parties.

A substantial portion of the network services and computer servers we utilize in the provision of services to customers are housed in data centers owned by other service
providers. In particular, a significant number of our servers are housed in data centers in Atlanta, Georgia, and Jacksonville, Florida. We obtain Internet connectivity for those servers, and for the
customers who rely on those servers, in part through direct arrangements with network service providers and in part indirectly through the owners of those data centers. We also utilize other
third-party data centers in other locations. In the future, We may house other servers and hardware items in facilities owned or operated by other service providers.

A
disruption in the ability of one of these service providers to provide service to us could cause a disruption in service to our customers. A service provider could be disrupted in its operations
through a number of contingencies, including unauthorized access, computer viruses, accidental or intentional actions, electrical disruptions, and other extreme conditions. Although we believe we have
taken adequate steps to protect our business through contractual arrangements with our service providers, we cannot eliminate the risk of a disruption in service resulting from the accidental or
intentional disruption in service by a service provider. Any significant disruption could cause significant harm to us, including a significant loss of customers. In addition, a service provider could
raise its prices or otherwise change its terms and conditions in a way that adversely affects our ability to support our customers or could result in a decrease in our financial performance.

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We rely heavily on the reliability, security, and performance of our internally developed systems and operations, and any difficulties in maintaining these systems may result
in service interruptions, decreased customer service, or increased expenditures.

The software and workflow processes that underlie our ability to deliver our Web services and products have been developed primarily by our own employees. The reliability and
continuous availability of these internal systems are critical to our business, and any interruptions that result in our inability to timely deliver our Web services or products, or that materially
impact the efficiency or cost with which we provide these Web services and products, would harm our reputation, profitability, and ability to conduct business. In addition, many of the software
systems we currently use will need to be enhanced over time or replaced with equivalent commercial products, either of which could entail considerable effort and expense. If we fail to develop and
execute reliable policies, procedures, and tools to operate our infrastructure, we could face a substantial decrease in workflow efficiency and increased costs, as well as a decline in our revenue.

We face intense and growing competition. If we are unable to compete successfully, our business will be seriously harmed.

The market for our Web services and products is competitive and has relatively low barriers to entry. Our competitors vary in size and in the variety of services they offer. We
encounter competition from a wide variety of company types, including:



In
addition, due to relatively low barriers to entry in our industry, we expect the intensity of competition to increase in the future from other established and emerging companies. Increased
competition may result in price reductions, reduced gross margins, and loss of market share, any one of which could seriously harm our business. We also expect that competition will increase as a
result of industry consolidations and formations of alliances among industry participants.

Many
of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing and other resources, greater brand recognition and, we believe, a
larger installed base of customers. These competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements. They may also be able to devote greater
resources to the promotion and sale of their services and products than we can. If we fail to compete successfully against current or future competitors, our revenue could increase less than
anticipated or decline, and our business could be harmed.

Our failure to build brand awareness quickly could compromise our ability to compete and to grow our business.

As a result of the anticipated increase in competition in our market, and the likelihood that some of this competition will come from companies with established brands, we
believe brand name recognition and reputation will become increasingly important. Our strategy of relying significantly on third-party strategic marketing relationships to find new customers may
impede our ability to build brand awareness, as our customers may wrongly believe our Web services and products are those of the parties with which we have strategic marketing relationships. If we do
not continue to build brand

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awareness
quickly, we could be placed at a competitive disadvantage to companies whose brands are more recognizable than ours.

If our security measures are breached, our services may be perceived as not being secure, and our business and reputation could suffer.

Our Web services involve the storage and transmission of our customers' proprietary information. Although we employ data encryption processes, an intrusion detection system,
and other internal control procedures to assure the security of our customers' data, we cannot guarantee that these measures will be sufficient for this purpose. If our security measures are breached
as a result of third-party action, employee error or otherwise, and as a result our customers' data becomes available to unauthorized parties, we could incur liability and our reputation would be
damaged, which could lead to the loss of current and potential customers. If we experience any breaches of our network security or sabotage, we might be required to expend significant capital and
other resources to remedy, protect against or alleviate these and related problems, and we may not be able to remedy these problems in a timely manner, or at all. Because techniques used by outsiders
to obtain unauthorized network access or to sabotage systems change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or
implement adequate preventative measures.

If we cannot adapt to technological advances, our Web services and products may become obsolete and our ability to compete would be impaired.

Changes in our industry occur very rapidly, including changes in the way the Internet operates or is used by small and medium-sized businesses and their customers. As a result,
our Web services and products could become obsolete quickly. The introduction of competing products employing new technologies and the evolution of new industry standards could render our existing
products or services obsolete and unmarketable. To be successful, our Web services and products must keep pace with technological developments and evolving industry standards, address the
ever-changing and increasingly sophisticated needs of our customers, and achieve market acceptance. If we are unable to develop new Web services or products, or enhancements to our Web
services or products, on a timely and cost-effective basis, or if new Web services or products or enhancements do not achieve market acceptance, our business would be seriously harmed.

Providing Web services and products to small and medium-sized businesses designed to allow them to Internet-enable their businesses is a new and emerging market; if this market
fails to develop, we will not be able to grow our business.

Our success depends on a significant number of small and medium-sized business outsourcing website design, hosting, and management as well as adopting other online business
solutions. The market for our Web services and products is relatively new and untested. Custom website development has been the predominant method of Internet enablement, and small and medium-sized
businesses may be slow to adopt our template-based Web services and products. Further, if small or medium-sized businesses determine that having an Internet presence is not giving their businesses an
advantage, they would be less likely to purchase our Web services and products. If the market for our Web services and products
fails to grow or grows more slowly than we currently anticipate, or if our Web services and products fail to achieve widespread customer acceptance, our business would be seriously harmed.

We are dependent on our executive officers, and the loss of any key member of this team may compromise our ability to successfully manage our business and pursue our growth
strategy.

Our future performance depends largely on the continuing service of our executive officers and senior management team, especially that of David Brown, our Chief Executive
Officer. Our executives are not

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contractually
obligated to remain employed by us. Accordingly, any of our key employees could terminate their employment with us at any time without penalty and may go to work for one or more of our
competitors after the expiration of their non-compete period. The loss of one or more of our executive officers could make it more difficult for us to pursue our business goals and could
seriously harm our business.

Our growth could strain our resources and our business may suffer if we fail to implement appropriate controls and procedures to manage our growth.

We are currently experiencing a period of rapid growth in employees and operations, with our employee base increasing from 637 full-time employees as of
December 31, 2006 to 792 full-time employees as of December 31, 2007. This growth has placed, and will continue to place, a strain on our management, administrative, and
sales and marketing infrastructure. If we fail to successfully manage our growth, our business could be disrupted, and our ability to operate our business profitably could suffer. We anticipate that
further growth in our employee base will be required to expand our customer base and to continue to develop and enhance our Web service and product offerings. To manage the growth of our operations
and personnel, we will need to enhance our operational, financial, and management controls and our reporting systems and procedures. This will require additional personnel and capital investments,
which will increase our cost base. The growth in our fixed cost base may make it more difficult for us to reduce expenses in the short term to offset any shortfalls in revenue.

We may be unable to protect our intellectual property adequately or cost-effectively, which may cause us to lose market share or force us to reduce our prices.

Our success depends, in part, on our ability to protect and preserve the proprietary aspects of our technology, Web services, and products. If we are unable to protect our
intellectual property, our competitors could use our intellectual property to market services and products similar to those offered by us, which could decrease demand for our Web services and
products. We may be unable to prevent third parties from using our proprietary assets without our authorization. We do not currently rely on patents to protect our core intellectual property, and we
have not applied for patents in any jurisdictions inside or outside of the United States. To protect, control access to, and limit distribution of our intellectual property, we generally enter into
confidentiality and proprietary inventions agreements with our employees, and confidentiality or license agreements with consultants, third-party developers, and customers. We also rely on copyright,
trademark, and trade secret protection. However, these measures afford only limited protection and may be inadequate. Enforcing our rights to our technology could be costly, time-consuming
and distracting. Additionally, others may develop non-infringing technologies that are similar or superior to ours. Any significant failure or inability to adequately protect our
proprietary assets will harm our business and reduce our ability to compete.

If we fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial results, which could cause our stock price to
fall or result in our stock being delisted.

Effective internal controls are necessary for us to provide reliable and accurate financial reports. We will need to devote significant resources and time to comply with the
requirements of Sarbanes-Oxley with respect to internal control over financial reporting. In addition, Section 404 under Sarbanes-Oxley requires that we assess and our auditors attest to the
design and operating effectiveness of our controls over financial reporting. Our ability to comply with the annual internal control report requirement for our fiscal year ending on December 31,
2008, will depend on the effectiveness of our financial reporting and data systems and controls across our company and our operating subsidiaries. We expect these systems and controls to become
increasingly complex to the extent that we integrate acquisitions and our business grows. To effectively manage this complexity, we will need to continue to improve our

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operational,
financial, and management controls and our reporting systems and procedures. Any failure to implement required new or improved controls, or difficulties encountered in the implementation
or operation of these controls, could harm our operating results or cause us to fail to meet our financial reporting obligations, which could adversely affect our business and jeopardize our listing
on the NASDAQ Global Market, either of which would harm our stock price.

We might require additional capital to support business growth, and this capital might not be available on acceptable terms, or at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new
services and products or enhance our existing Web services, enhance our operating infrastructure and acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or
debt financings to secure additional funds. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant
dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing secured by us in the future could
involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue
business opportunities, including potential acquisitions. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate
financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired.

Provisions in our amended and restated certificate of incorporation and bylaws or under Delaware law might discourage, delay, or prevent a change of control of our company or
changes in our management and, therefore, depress the trading price of our common stock.

Our amended and restated certificate of incorporation and bylaws contain provisions that could depress the trading price of our common stock by acting to discourage, delay, or
prevent a change of control of our company or changes in our management that the stockholders of our company may deem advantageous. These provisions:



24

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Additionally,
we are subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business
combinations with any "interested" stockholder for a period of three years following the date on which the stockholder became an "interested" stockholder and which may discourage, delay, or prevent a
change of control of our company.

If we do not integrate our services and products, we may lose customers and fail to achieve our financial objectives.

Achieving the benefits of the merger will depend in part upon the integration of Web.com's services and products with those offered by us in a timely and efficient manner. To
provide enhanced and more valuable services and products to our customers after, we also need to integrate our sales and development organizations. This may be difficult, unpredictable, and subject to
delay because our services and products have been developed, marketed and sold independently and were designed without regard to such integration. If we cannot successfully integrate our services and
products and continue to provide customers with enhanced services and products in the future on a timely basis, we may lose customers and our business and results of operations may suffer.

We expect to incur significant additional costs integrating the companies into a single business.

We incurred substantial non-recurring costs associated with closing the transaction with Web.com. We expect to incur and have established reserves for significant
additional costs integrating Web.com's operations, products and personnel. These costs may include costs for:



In
addition, we do not know whether we will be successful in these integration efforts or in consummating the merger.

We may not realize the anticipated benefits from the acquisition.

The acquisition involves the integration of two companies that have previously operated independently. We expect the acquisition of Web.com to result in financial and
operational benefits, including increased revenue, cost savings and other financial and operating benefits. We can not assure you, however, that we will be able to realize increased revenue, cost
savings or other benefits from the merger, or, to the extent such benefits are realized, that they are realized timely. This integration may also be difficult, unpredictable, and subject to delay
because of possible cultural conflicts and different opinions on product roadmaps or other strategic matters. We must integrate or, in some cases, replace, numerous systems, including those involving
management information, purchasing, accounting and finance, sales, billing, employee benefits, payroll and regulatory compliance, many of which are dissimilar. Difficulties associated with integrating
Web.com's service and product offering into ours, or
with integrating Web.com's operations into ours, could have a material adverse effect on the combined company and the market price of our common stock.

Charges to earnings resulting from acquisitions may adversely affect our operating results.

Under purchase accounting, we allocate the total purchase price to an acquired company's net tangible assets, intangible assets based on their fair values as of the date of the
acquisition and record the

25

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excess
of the purchase price over those fair values as goodwill. Our management's estimates of fair value are based upon assumptions believed to be reasonable but are inherently uncertain. Going
forward, the following factors could result in material charges that would adversely affect our results:



We
expect to incur additional costs associated with combining the operations of Web.com as well as our previously acquired companies, which may be substantial. Additional costs may include costs of
employee redeployment, relocation and retention, including salary increases or bonuses, accelerated amortization of deferred equity compensation and severance payments, reorganization or closure of
facilities, taxes and termination of contracts that provide redundant or conflicting services. Some of these costs may have to be accounted for as expenses that would decrease Website Pros' net income
and earnings per share for the periods in which those adjustments are made.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

The Company owns a 25,381 square foot building in Spokane, Washington, in which a Web services sales center is located. In addition, we lease the following principal
facilities:

|                                                                             |  | Location                     |  | Square
Feet |  | Lease Expiration
|---------------------------------------------------------------------------- |  | ---------------------------- |  | ----------- |  | ----------------
|Headquarters and principal administrative, finance, and marketing operations |  | Jacksonville, FL             |  | 41,149(a)   |  | March 2008      
|Leads.com sales center                                                       |  | Manassas, VA                 |  | 24,081      |  | September 2014  
|Leads.com sales center                                                       |  | Norton, VA                   |  | 5,467       |  | November 2008   
|1ShoppingCart.com operations center                                          |  | Barrie, Ontario,
Canada      |  | 8,301       |  | May 2012        
|RenovationExperts.com operations center                                      |  | Halifax, Nova Scotia,
Canada |  | 5,104       |  | May 2009        
|Submitawebsite.com operations center                                         |  | Scottsdale, AZ               |  | 4,473       |  | July 2008       
|Web.com operations center                                                    |  | Atlanta, GA                  |  | 71,898      |  | July 2010       
|WebSource Media operations center                                            |  | Houston, TX                  |  | 2,257       |  | April 2009      

---

Item 201 (e). Performance Graph.

The following graph shows the total stockholder return as of the dates indicated of an investment of $100 in cash on November 2, 2005 (the date the Company's common
stock was first publicly traded) for (i) the Company's common stock, (ii) the Nasdaq Composite Index and (iii) the RDG Internet Composite Index. All values assume reinvestment of
the full amount of any dividends, however, no

26

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dividends
have been declared on our common stock to date. The stock price performance on the graph below is not necessarily indicative of future performance.

GRAPHIC

---

Item 3. Legal Proceedings.

From time to time we may be involved in litigation relating to claims arising out of our operations. There are several outstanding litigation matters that relate to our
wholly-owned subsidiary, Web.com Holding Company, Inc., formerly Web.com, Inc. ("Web.com"), including the following:

On
August 2, 2006, Web.com filed suit in the United States District Court for the Western District of Pennsylvania against Federal Insurance Company and Chubb Insurance Company of New Jersey,
seeking insurance coverage and payment of litigation expenses with respect to litigation involving Web.com pertaining to events in 2001. Web.com also has asserted claims against Rapp Collins, a
division of Omnicom Media, that are pending in state court in Pennsylvania for recovery of the same litigation expenses.

On
June 19, 2006, Web.com filed suit in the United States District Court for the Northern District of Georgia against The Go Daddy Group, Inc., seeking damages, a permanent injunction
and attorney fees related to alleged infringement of four of Web.com's patents.

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Web.com
was party to a lawsuit in state court in Missouri relating to Web.com's acquisition of Communitech.Net, Inc. in 2002. In February 2008, we settled all claims related to that lawsuit
pursuant to a confidential settlement agreement. As part of the settlement, we received a broad release of claims. We had previously adequately reserved for the contingencies arising from this matter,
including the settlement. As such, we do not believe that the settlement will have a material adverse impact on our financial condition, cash flows or results of operations.

Web.com
is also defending the appeals of several other cases that were resolved favorably to Web.com but none of which is material to our company.

With
respect to each of the foregoing matters where parties have asserted claims against Web.com, we believe we have adequate defenses, intend to defend ourselves vigorously, and believe that the
litigation will not result in any material adverse effect.

The
outcome of litigation may not be assured, and despite management's views of the merits of any litigation, or the reasonableness of our estimates and reserves, our cash balances could nonetheless
be materially affected by an adverse judgment. In accordance with SFAS No. 5 "Accounting for Contingencies," we believe we have adequately reserved for the contingencies arising from the above
legal matters where an outcome was deemed to be probable and the loss amount could be reasonably estimated. As such, we do not believe that the anticipated outcome of the aforementioned proceedings
will have a materially adverse impact on our financial condition, cash flows, or results of operations.

Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of our security holders during the quarter ended December 31, 2007.

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PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Since November 1, 2005, our common stock has been listed on the NASDAQ Global Market under the symbol "WSPI". Prior to such time, there was no public market for our
common stock. The following table sets forth the high and low stock prices of our common stock for the last two fiscal years as reported on the NASDAQ Global Market.

2007

2006High

Low

High

LowFirst Quarter

$
10.50

$
8.37

$
14.20

$
8.56Second Quarter

$
10.10

$
7.92

$
14.21

$
8.60Third Quarter

$
10.50

$
8.06

$
11.26

$
8.65Fourth Quarter

$
12.00

$
9.75

$
12.30

$
7.85


The
closing price for our common stock as reported by the NASDAQ Global Market on February 29, 2008 was $11.04 per share. As of February 29, 2008, there were approximately 390
stockholders of record of our common stock, not including those shares held in street or nominee name.

Dividend Policy

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings to fund the development and expansion of our business,
and therefore we do not anticipate paying cash dividends on our common stock in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors.
None of our outstanding capital stock is entitled to any dividends.

Recent Sales of Unregistered Securities

There were no sales of unregistered equity securities by Website Pros that were not previously included in a quarterly report on Form 10-Q or in a current
report on Form 8-K.

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Item 6. Selected Financial Data.

|                                                        |  | Year Ended December 31, |       
|------------------------------------------------------- |  | ----------------------- | ------
|
|
|Consolidated Statement of Operations Data:              |  |                         |       
|Revenues                                                |  | $                       | 82,521
|Income (loss) from operations                           |  |                         | 1,497 
|Net income (loss)                                       |  |                         | 1,358 
|Net income (loss) attributable to common stockholders   |  |                         | 1,358 
|Basic net income (loss) attributable per common share   |  | $                       | 0.07  
|Diluted net income (loss) attributable per common share |  | $                       | 0.06  
|Basic weighted average common shares outstanding        |  |                         | 19,802
|Diluted weighted average common shares outstanding      |  |                         | 22,224

|
|

|                                                            |  | As of December 31, |        
|----------------------------------------------------------- |  | ------------------ | -------
|
|
|Consolidated Balance Sheet Data:                            |  |                    |        
|Cash and cash equivalents                                   |  | $                  | 29,746 
|Working capital                                             |  |                    | 16,525 
|Total assets                                                |  |                    | 235,013
|Long-term note payable and obligations under capital leases |  |                    | 59     
|Convertible redeemable preferred stock                      |  |                    |       
|Accumulated deficit                                         |  |                    | (57,804
|Total stockholders' equity (deficit)                        |  |                    | 196,431

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.

Safe Harbor

In addition to historical information, this Form 10-K contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in the forward-looking statements as a result of a
number of factors, risks and uncertainties, including the risk factors set forth in Item 1A. above and the risk factors set forth in this discussion, especially under the captions "Variability
of Results" and "Factors That May Affect Future Operating Results" in this Form 10-K. Generally, the words "anticipate", "expect", "intend", "believe" and similar expressions
identify forward-looking statements. The forward-looking statements made in this Form 10-K are made as of the filing date of this Form 10-K with the Securities
and Exchange Commission, and future events or circumstances could cause results that differ significantly from the forward-looking statements included here. Accordingly, we caution readers not to
place undue reliance on these statements. We expressly disclaim any obligation to update or alter our forward-looking statements, whether, as a result of new information, future events or otherwise
after the date of this document.

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Overview

We believe we are a leading provider, based on our number of subscribers, of Do-It-For-Me and Do-It-Yourself website
building tools, Internet marketing, lead generation and technology solutions that enable small and medium-sized businesses to build and maintain an effective Internet presence. The company offers a
full range of Web services, including website design and publishing, Internet marketing and advertising, search engine optimization, e-mail, lead generation, home contractor specific
leads, and shopping cart solutions meeting the needs of a business anywhere along its lifecycle.

On
September 30, 2007, the Company acquired Web.com, Inc. ("Web.com"). Web.com is a leading provider of Do-It-Yourself websites and Internet marketing services
for the small and medium-sized business market. Web.com offers a wide selection of online services, including Web hosting, e-mail, e-commerce, website development, online
marketing and optimization tools. Web.com has a large customer base that provides significant upsell and cross-sell opportunities for Do-It-For-Me
website services, online marketing and lead generation services. We believe that the Web.com acquisition united two market leaders to create a single company with solutions that can better meet the
diverse Web services needs of small and medium sized businesses. In addition, the Company expects it will be able to leverage cost savings and take advantage of cross-selling opportunities across its
significantly expanded customer base.

Our
primary Do-It-For-Me service offerings, eWorks! XL and SmartClicks, are comprehensive performance-based packages that include website design and publishing,
Internet marketing and advertising, search engine optimization, search engine submission, lead generation and easy-to-understand Web analytics. As an application service
provider, or ASP, we offer our customers a full range of Web services and products on an affordable subscription basis. In addition to our primary service offerings, we provide a variety of premium
services to customers who desire more advanced capabilities; such as e-commerce solutions and other sophisticated Internet marketing services and online lead generation. The breadth and
flexibility of our offerings allow us to address the Web services needs of a wide variety of customers, ranging from those just establishing their websites to those that want to enhance their existing
Internet presence with more sophisticated marketing and lead generation services. Additionally, as the Internet continues to evolve, we plan to refine and expand our service offerings to keep our
customers at the forefront.

Through
the combination of our proprietary website publishing and management software, automated workflow processes, and specialized workforce development and management techniques, we believe that we
achieve production efficiencies that enable us to offer sophisticated Web services at affordable rates. Our technology automates many aspects of creating, maintaining, enhancing, and marketing
websites on behalf of our customers. With approximately 263,000 subscribers to our eWorks! XL, SmartClicks, and subscription-based services as of December 31, 2007 (approximately 173,000 of
whom can be attributed to our 2007 acquisitions of Web.com and Submitawebsite), we believe we are one of the industry's largest providers of affordable Web services and products enabling small and
medium-sized businesses to have an effective Internet presence.

We
traditionally have sold our Web services and products to customers identified primarily through strategic relationships with established brand name companies that have a large number of small and
medium-sized business customers. We have a direct sales force that utilizes leads generated by our strategic marketing relationships to acquire new customers at our sales centers in Spokane,
Washington; Atlanta, Georgia; Jacksonville, Florida; Manassas, Virginia; Norton, Virginia; Halifax, Nova Scotia; and Scottsdale, Arizona. Our sales force specializes in selling to small and
medium-sized businesses across a wide variety of industries throughout the United States.

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Through
the acquisition of Web.com, we also acquired a large number of customers directly through online and affiliate marketing activities that target small and medium-sized businesses that want to
establish or enhance their Internet presence.

To
increase our revenue and take advantage of our market opportunity, we plan to expand our subscriber base as well as increase our revenue from existing subscribers. We intend to continue to invest
in hiring additional personnel, particularly in sales and marketing; developing additional services and products; adding to our infrastructure to support our growth; and expanding our operational and
financial systems to manage our growing business. As we have in the past, we will continue to evaluate acquisition opportunities to increase the value and breadth of our Web services and product
offerings and expand our subscriber base.

Key Business Metrics

Management periodically reviews certain key business metrics to evaluate the effectiveness of our operational strategies, allocate resources and maximize the financial
performance of our business. These key business metrics include:

Net Subscriber Additions

We grow our subscriber base through a combination of adding new subscribers and retaining existing subscribers. We define net subscriber additions in a particular period as the
gross number of new subscribers added during the period, less subscriber cancellations during the period. For this purpose, we only count as new subscribers those customers whose subscriptions have
extended beyond the free trial period. Additionally, we do not treat a subscription as cancelled, even if the customer is not current in its payments, until either we have attempted to contact the
subscriber twenty times or 60 days have passed since the most recent failed billing attempt, whichever is sooner. In any event, a subscriber's account is cancelled if payment is not received
within approximately 80 days.

We
review this metric to evaluate whether we are performing to our business plan. An increase in net subscriber additions could signal an increase in subscription revenue, higher customer retention,
and an increase in the effectiveness of our sales efforts. Similarly, a decrease in net subscriber additions could signal decreased subscription revenue, lower customer retention, and a decrease in
the effectiveness of our sales efforts. Net subscriber additions above or below our business plan could have a long-term impact on our operating results due to the subscription nature of
our business.

Monthly Turnover

Monthly turnover is a metric we measure each quarter, and which we define as customer cancellations in the quarter divided by the sum of the number of subscribers at the
beginning of the quarter and the gross number of new subscribers added during the period, divided by three months. Customer cancellations in the quarter include cancellations from gross subscriber
additions, which is why we include gross subscriber additions in the denominator. In measuring monthly turnover, we use the same conventions with respect to free trials and subscribers who are not
current in their payments as described above for net subscriber additions. Monthly turnover is the key metric that allows management to evaluate whether we are retaining our existing subscribers in
accordance with our business plan. An increase in monthly turnover may signal deterioration in the quality of our service, or it may signal a behavioral change in our subscriber base. Lower monthly
turnover signals higher customer retention.

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Change in Accounting Principle

Effective January 1, 2006, we adopted Statement of Financial Accounting Standards 123(R) (SFAS No. 123(R)),Share Based
Payment.Since we previously adopted the expense recognition provisions of SFAS No. 123, the adoption of SFAS No. 123(R) had no material impact on our financial
statements.

Sources of Revenue

We derive our revenue from sales of subscriptions, licenses, and services to our customers. Our revenue generally depends on the sale of a large number of subscriptions to
small and medium-sized businesses. Leads provided by a relatively small number of companies with which we have strategic marketing relationships generate most of these sales.

Subscription Revenue

We currently derive a substantial majority of our revenue from fees associated with our subscription services, which are generally sold through our eWorks! XL, SmartClicks,
Visibility Online, Web.com, Renex and 1ShoppingCart.com offerings. A significant portion of our subscription contracts include the design of a five-page website, its hosting, and several
additional Web services. In the case of eWorks! XL, upon the completion and initial hosting of the website, our subscription services are offered free of charge for a 30-day trial period
during which the customer can cancel at any time. After the 30-day trial period has ended, the revenue is recognized on a daily basis over the life of the contract. No 30-day
free trial period is offered to customers for our Visibility Online services, and revenue is recognized on a daily basis over the life of the contract. The typical subscription is a monthly contract,
although terms range up to 12 months. We bill a majority of our customers on a monthly basis through their credit cards, bank accounts, or business merchant accounts.

The
Web.com product line subscription revenue is primarily generated from shared and dedicated hosting, managed services, e-commerce services, applications hosting and domain name
registrations. Revenue is recognized as the services are provided. Hosting contracts generally are for service periods ranging from one to 24 months and typically require up-front fees.
These fees, including set-up fees for hosting services, are deferred and recognized ratably over the customer's expected service period. Deferred revenues represents the liability for
advance billings to customers for services not yet provided.

For
the year ended December 31, 2007 subscription revenue accounted for approximately 94% of our total revenue as compared to 90% and 86% for the years ended December 31, 2006 and 2005,
respectively. The number of paying subscribers to our Web services and lead generation products drives subscription revenue as well as the subscription price that we charge for these services. The
number of paying subscribers is affected both by the number of new customers we acquire in a given period and by the number of existing customers we retain during that period. We expect other sources
of revenue to decline as a percentage of total revenue over time.

License Revenue

We generate license revenue from the sale of perpetual licenses to use our software products. Our software products enable customers to build websites either for themselves or
for others. License revenue consists of all fees earned from granting customers licenses to use our software products. Software may be delivered indirectly by a channel distributor, through download
from our website, or directly to end users by us. We recognize license revenue from packaged products upon shipment to end-users. We consider delivery of licenses under electronic
licensing agreements to have occurred when the related products are shipped and the end user has been electronically provided with the

33

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licenses
and software activation keys that allow the end user to take immediate possession of the software. In periods during which we release new versions of our software, our license revenue is
likely to be higher than in periods during which no new releases occur.

Professional Services Revenue

We also generate professional services revenue from custom website design and outsourced customer service and sales support. Our custom website design work is typically billed
on a fixed price basis and over very short periods. Our outsourced customer service and sales support services are typically billed on an hourly basis.

Cost of Revenue

Cost of Subscription Revenue

Cost of subscription revenue primarily consists of expenses related to marketing fees we pay to companies with which we have strategic marketing relationships as well as
compensation expenses related to our Web page development staff, directory listing fees, customer support costs, domain name and search engine registration fees, allocated overhead costs, billing
costs, and hosting expenses. We allocate overhead costs such as rent and utilities to all departments based on headcount. Accordingly, general overhead expenses are reflected in each cost of revenue
and operating expense category. As
our customer base and Web services usage grows, we intend to continue to invest additional resources in our website development and support staff.

Cost of License Revenue

Cost of license revenue consists of costs attributable to the manufacture and distribution of the software, compensation expenses related to our quality assurance staff, as
well as allocated overhead costs.

Cost of Professional Services Revenue

Cost of professional services revenue primarily consists of compensation expenses related to our Web page development staff and allocated overhead costs. We plan to add
additional resources in this area to support the expected growth in our professional services and custom design functions.

Operating Expenses

Sales and Marketing Expense

Our largest direct marketing expense are the costs associated with the online marketing channels we use to acquire and promote our services. These channels include search
marketing, affiliate marketing and online partnerships. Sales costs consist primarily of salaries and related expenses for our sales and marketing staff. Sales and marketing expenses also include
commissions, marketing programs, including advertising, events, corporate communications, other brand building and product marketing expenses and allocated overhead costs.

We
plan to continue to invest heavily in sales and marketing by increasing the number of direct sales personnel in order to add new subscription customers as well as increase sales of additional and
new services and products to our existing customer base. Our investment in this area will also help us to expand our strategic marketing relationships, to build brand awareness, and to sponsor
additional
marketing events. We expect that, in the future, sales and marketing expenses will increase in absolute dollars and continue to be our largest indirect cost.

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Research and Development Expense

Research and development expenses consist primarily of salaries and related expenses for our research and development staff, outsourced software development expenses, and
allocated overhead costs. We have historically focused our research and development efforts on increasing the functionality of the technologies that enable our Web services and lead generation
products. Our technology architecture enables us to provide all of our customers with a service based on a single version of the applications that serve each of our product offerings. As a result, we
do not have to maintain multiple versions of our software, which enables us to have lower research and development expenses as a percentage of total revenue. We expect that, in the future, research
and development expenses will increase in absolute dollars as we continue to upgrade and extend our service offerings and develop new technologies.

General and Administrative Expense

General and administrative expenses consist of salaries and related expenses for executive, finance, administration, and management information systems personnel, as well as
professional fees, other corporate expenses, and allocated overhead costs. We expect that general and administrative expenses will increase in absolute dollars as we continue to add personnel to
support the growth of our business.

Depreciation and Amortization Expense

Depreciation and amortization expenses relate primarily to our computer equipment, software, building and other intangible assets recorded due to the acquisitions we have
completed.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities, and expenses and related disclosure of contingent assets and liabilities. We review our estimates on an ongoing basis. We base our estimates on historical experience and on various other
assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may
differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in more detail in Note 1 to our consolidated financial statements
included in this report, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

We recognize revenue in accordance with SEC Staff Accounting Bulletin No. 104 and other related generally accepted accounting principles.

We
recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer;
(3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable.

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Thus, we recognize subscription revenue on a daily basis, as services are provided. Customers are billed for the subscription on a monthly, quarterly, semi-annual, or annual basis, at the
customer's option. For all of our customers, regardless of their billing method, subscription revenue is recorded as deferred revenue in the accompanying consolidated balance sheets. As services are
performed, we recognize subscription revenue on a daily basis over the applicable service period. When we provide a free trial period, we do not begin to recognize subscription revenue until the trial
period has ended and the customer has been billed for the services.

License
revenue is derived from sales of software licenses directly to end-users as well as through value-added resellers and distributors. Software may be delivered indirectly by a
distributor, through download from our website, or directly to end-users by our company. We recognize revenue generated by the distribution of software licenses directly by us in the form
of a boxed software product or a digital download upon sale and delivery to the end-user. End-users who purchase a software license online pay for the license at the time of
order. We do not offer extended payment terms or make concessions for software license sales. We recognize revenue generated from distribution agreements where the distributor has a right of return as
the distributor sells and delivers software license product to the end-user. We recognize revenue from distribution agreements where no right of return exists when a licensed software
product is shipped to the distributor. In arrangements where distributors pay us upon shipment of software product to end-customers, we recognize revenue upon payment by the distributor.
We are not obligated to provide technical support in connection with software licenses and do not provide technical support services to our software license customers. Our revenue recognition policies
are in compliance with Statement of Position, or SOP, 97-2 (as amended by SOP 98-4 and SOP 98-9),Software Revenue
Recognition.

Professional
services revenue is generated from custom website designs and outsourced customer service and sales support services. Our professional services revenue from contracts for custom website
design is recorded using a proportional performance model based on labor hours incurred. The extent of progress toward completion is measured by the labor hours incurred as a percentage of total
estimated labor hours to complete. Labor hours are the most appropriate measure to allocate revenue among reporting periods, as they are the primary input to the provision of our professional
services.

We
account for our multi-element arrangements, such as in the instances where we design a custom website and separately offer other services such as hosting and marketing, in accordance with Emerging
Issues Task Force Issue 00-21,Revenue Arrangements with Multiple Deliverables.We identify each element in an arrangement and assign the
relative fair value to each element. The additional services provided with a custom website are recognized separately over the period for which services are performed.

Allowance for Doubtful Accounts

In accordance with our revenue recognition policy, our accounts receivable are based on customers whose payment is reasonably assured. We monitor collections from our customers
and maintain an allowance for estimated credit losses based on historical experience and specific customer collection issues. While credit losses have historically been within our expectations and the
provisions established in our financial statements, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past. Because we have a large number of
customers, we do not believe a change in liquidity of any one customer or our inability to collect from any one customer would have a material adverse impact on our consolidated financial position.

We
also monitor failed direct debit billing transactions and customer refunds and maintain an allowance for estimated losses based upon historical experience. These provisions to our allowance are
recorded as an adjustment to revenue. While losses from these items have historically been minimal, we cannot guarantee that we will continue to experience the same loss rates that we have in the
past.

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Accounting for Stock-Based Compensation

We record compensation expenses for our employee and director stock-based compensation plans based upon the fair value of the award in accordance with SFAS No. 123(R), Share Based Payment, which we adopted on January 1, 2006. Because we previously adopted the expense recognition provisions of SFAS No.123, Accounting for Stock-Based Compensation,the adoption of SFAS
No.123(R) had no material impact on our financial statements. Stock-based compensation is
amortized over the related vesting periods.

Valuation at the Time of Grant.We granted to our employees options to purchase common stock at exercise prices equal to the quoted market
values of the underlying stock at the time of each grant. However, prior to November 2005, we valued the underlying stock at the time of each grant, as determined by our board of directors. Our board
determined these values principally based upon valuations performed by management as well as arms-length transactions involving our common and preferred stock. We did not obtain
contemporaneous valuations by an unrelated valuation specialist, because prior to December 2003, our efforts were focused on product and business development and the financial and managerial resources
for doing so were limited. During and
subsequent to December 2003, we completed several arms-length preferred stock and common stock transactions and believed that they represented the best indication of the fair value of our
stock.

Reassessment of Fair Value.As described above, at the time we granted stock options, we believed that the per share exercise price of the
shares of common stock subject to options represented the fair value of that stock as of the grant date. However, in connection with the preparation of the financial statements for our initial public
offering (IPO) and solely for the purposes of accounting for employee stock-based compensation, we reconsidered the fair value of the equity awards. We noted that the fair value of the shares subject
to the equity awards granted during this period, as determined by our board of directors, was less than the potential valuations implied by comparable company multiples that our underwriters were
identifying for us in connection with our preparations for the offering. We believed we should not ignore the discrepancies in the valuations in determining the fair value of the equity awards.

In
reassessing the fair value of the shares of common stock underlying the equity awards granted in 2005, our board of directors considered a combination of valuation methodologies, including income,
market, and transaction approaches, that it believed was consistent with the practices recommended by the American Institute of Certified Public Accountant's Audit and Accounting Practice Aid Series
Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the practice aid.

We
employed each of the market and income approaches as set forth in the practice aid for grants made on April 6, 2005, June 15, 2005 and August 9, 2005, which were the dates on
which we made the most significant option grants in the respective quarters. We concluded that the income approach yielded the best estimate of fair value during the period from January 2005 through
August 2005.

In
applying this reassessment methodology to value the shares of common stock underlying the awards granted during 2005, our board grouped the awards into categories based on chronology: awards
granted in January 2005 through May 2005 and awards granted in June 2005 through August 2005.

Equity awards granted in January 2005 through May 2005.For equity awards granted in January 2005 through May 2005, our board determined
that the income approach yielded the best estimate of fair value. We employed the discounted cash flow method as described in the practice aid based upon financial models reviewed by our board of
directors and underlying a 11-year cash flow forecast. We determined the appropriate discount rate by considering our stage of development, venture capital portfolio return, and weighted
average cost of capital studies outlined in the practice aid, as well as our

37

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own
independent calculations of weighted-average cost of capital. We prepared a cash flow analysis using a discount rate of 22.5%.

Equity awards granted in June 2005 through August 2005.For equity awards granted between June 2005 and August 2005, using the income
approach described above, we prepared similar discounted cash flow analyses using a discount rate of 21% for June 2005 and 20.5% for July and August 2005. Based upon our continued performance and
advancement of our registration process, we determined that a decrease in the discount rate from 22.5% was warranted.

For
equity awards granted after November 2005, we valued the fair value of each option award, on the date of the grant, using the Black Scholes option valuation model.

The
table below summarizes our options granted during the years ended December 31, 2005, 2006, and 2007:

|Month          |  | Number of Shares |     | Exercise Price
Per Share |  | Fair Value
Per Share
|-------------- |  | ---------------- | --- | ------------------------ |  | --------------------
|April 2005     |  | 728,799          |     | 9.00                     |  | 7.10                
|April 2005     |  | 73,241           | (1) | 4.50                     |  | 7.10                
|May 2005       |  | 82,200           |     | 9.00                     |  | 7.10                
|June 2005      |  | 47,199           |     | 9.60                     |  | 8.25                
|July 2005      |  | 5,700            |     | 10.10                    |  | 8.90                
|August 2005    |  | 98,400           |     | 10.65                    |  | 8.90                
|November 2005  |  | 76,674           |     | 10.01                    |  | 10.01               
|November 2005  |  | 160,000          |     | 10.00                    |  | 10.00               
|December 2005  |  | 17,200           |     | 8.70                     |  | 8.70                
|January 2006   |  | 120,000          |     | 10.90                    |  | 10.90               
|January 2006   |  | 39,000           |     | 10.38                    |  | 10.38               
|February 2006  |  | 155,000          |     | 11.25                    |  | 11.25               
|March 2006     |  | 16,000           |     | 14.05                    |  | 14.05               
|April 2006     |  | 10,000           |     | 11.45                    |  | 11.45               
|May 2006       |  | 70,000           |     | 11.64                    |  | 11.64               
|July 2006      |  | 20,400           |     | 10.00                    |  | 10.00               
|October 2006   |  | 302,350          |     | 10.98                    |  | 10.98               
|January 2007   |  | 568,500          |     | 8.92                     |  | 8.92                
|March 2007     |  | 235,250          |     | 8.90-8.92                |  | 8.90-8.92           
|April 2007     |  | 83,800           |     | 9.01                     |  | 9.01                
|May 2007       |  | 52,500           |     | 8.70                     |  | 8.70                
|July 2007      |  | 43,900           |     | 10.18                    |  | 10.18               
|September 2007 |  | 2,424,558        | (2) | 2.77-193.02              |  | 5.61                
|October 2007   |  | 615,750          |     | 10.20-10.52              |  | 10.20-10.52         
|               |  |                  |     |                          |  |                     
|               |  | 6,046,421        |     |                          |  |                     
|               |  |                  |     |                          |  |                     

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Goodwill and Intangible Assets

In accordance with Statement of Financial Accounting Standards No. 142Goodwill and Other Intangible Assets, we
periodically evaluate goodwill and indefinite lived intangible assets for potential impairment. We test for the impairment of goodwill and indefinite lived intangible assets annually, and between

38

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annual
tests if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill or indefinite lived intangible assets below its carrying amount. Other
intangible assets include, among other items, customer relationships, developed technology and non-compete agreements, and they are amortized using the straight-line method
over the periods benefited, which is up to eight years. Other intangible assets represent long-lived assets and are assessed for potential impairment whenever significant events or changes
occur that might impact recovery of recorded costs. While we believe it is unlikely that any significant changes to the useful lives of our tangible and intangible assets will occur in the near term,
rapid changes in technology or changes in market conditions could result in revisions to such estimates that could materially affect the carrying value of these assets and our future operating
results. See Note 7 "Goodwill and Intangible Assets" in the consolidated financial statements for additional information on goodwill and intangible assets.

Accounting for Purchase Business Combinations

All of our acquisitions were accounted for as purchase transactions, and the purchase price was allocated to the assets acquired and liabilities assumed based on the fair value
of the assets acquired and liabilities assumed. The excess of the purchase price over the fair value of net assets acquired or net liabilities assumed, was allocated to goodwill. The fair value of
amortizable intangibles, primarily consisting of customer relationships, non-compete agreements, trade names, and developed technology, was determined using valuation studies performed by
an independent third-party valuation expert.

In
connection with the Web.com acquisition and Submitawebsite. Inc. asset acquisition, we recorded intangible assets of $63.5 million and goodwill of $75.5 million. These
intangible assets are being amortized over periods ranging from 14 months to seven years, with the exception of the trade name intangible assets that have an indefinite life.

We
are continuing to evaluate the Web.com business operations and based on the decision of management, we may incur additional restructuring costs in the future.

Provision for Income Taxes

We recognize deferred tax assets and liabilities on differences between the book and tax basis of assets and liabilities using currently effective tax rates. Further, deferred
tax assets are recognized for the expected realization of available net operating loss carry forwards. A valuation allowance is recorded to reduce a deferred tax asset to an amount that we expect to
realize in the future. We review the adequacy of the valuation allowance on an ongoing basis and recognize these benefits if a reassessment indicates that it is more likely than not that these
benefits will be realized. In addition, we evaluate our tax contingencies on an ongoing basis and recognize a liability when we believe that it is probable that a liability exists and that the
liability is measurable.

In
accordance with SFAS No. 109Accounting for Income Taxes, we annually evaluate the need for a valuation allowance on its deferred tax assets.
As a result of this evaluation, we determined no adjustment to the valuation allowance was necessary other than for certain deferred taxes acquired in the Web.com transaction. We recognized tax
benefits of $3.2 million in 2006, which was recorded as an income tax benefit.

39

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Results of Operations

The following table presents our selected consolidated statement of operations data for the periods indicated (in thousands):

|                                                                                  |                               | Year Ended December 31,
|--------------------------------------------------------------------------------- | ----------------------------- | -----------------------
|
|Revenue:                                                                          |                               |                        
|                                                                                  | Subscription                  |                        
|                                                                                  | License                       |                        
|                                                                                  | Professional services         |                        
|                                                                                  |                               |                        
|Total revenue                                                                     |                               |                        
|Cost of revenue (excluding depreciation and amortization shown separately below): |                               |                        
|                                                                                  | Subscription                  |                        
|                                                                                  | License                       |                        
|                                                                                  | Professional services         |                        
|                                                                                  |                               |                        
|Total cost of revenue                                                             |                               |                        
|                                                                                  |                               |                        
|Gross profit                                                                      |                               |                        
|Operating expenses:                                                               |                               |                        
|                                                                                  | Sales and marketing           |                        
|                                                                                  | Research and development      |                        
|                                                                                  | General and administrative    |                        
|                                                                                  | Restructuring charges         |                        
|                                                                                  | Depreciation and amortization |                        
|                                                                                  |                               |                        
|Total operating expenses                                                          |                               |                        
|                                                                                  |                               |                        
|Income from operations                                                            |                               |                        
|Interest, net                                                                     |                               |                        
|                                                                                  |                               |                        
|Income before income taxes                                                        |                               |                        
|Income tax (expense) benefit                                                      |                               |                        
|                                                                                  |                               |                        
|Net income                                                                        |                               |                        
|                                                                                  |                               |                        

The
following table sets forth, for each component of revenue, the cost of the revenue expressed as a percentage of the related revenue for each of the periods indicated:

|                                      |  | Year Ended December 31, |  
|------------------------------------- |  | ----------------------- | -
|
|Cost of subscription revenue          |  | 42                      | %
|Cost of license revenue               |  | 31                      |  
|Cost of professional services revenue |  | 54                      |  

Comparison of Years Ended December 31, 2007 and 2006

Total revenue increased 59% to $82.5 million in the year ended December 31, 2007 from $52.0 million in the year ended December 31, 2006.

Subscription Revenue.Subscription revenue increased 66% to $77.7 million in the year ended December 31, 2007 from
$46.8 million in the year ended December 31, 2006. Subscription revenue increased $30.9 million over the prior year, which was a result of an increase in customers due to our

40

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acquisitions
in 2006 and 2007, an increase in customers unrelated to acquisitions, and an increase in the average revenue per customer. Specifically, our subscription revenue increased by
$26.3 million over the prior year as a result of our acquisitions in 2006 and 2007. Subscription revenue increased approximately $2.1 million due to an increase in our customer base from
approximately 74,000 as of December 31, 2006 to approximately 263,000 as of December 31, 2007, of which approximately 173,000 can be attributed to pre-acquisition Web.com and
Submitawebsite. The increase in our average revenue per customer over the prior year resulted in additional revenues of approximately $2.5 million.

The
average monthly turnover decreased to 4.8% in the year ended December 31, 2007 from 5.7% in the year ended December 31, 2006. The average monthly turnover for the year ended
December 31, 2007 included customers obtained in our recent acquisitions.

License Revenue.License revenue decreased 32% to $2.4 million in the year ended December 31, 2007 from $3.6 million
in the year ended December 31, 2006. This decrease was primarily attributable to the timing of the version release and the natural life cycle of the product, which resulted in less units being
sold during the year ended December 31, 2007.

Professional Services Revenue.Professional services revenue increased 44% to $2.4 million in the year ended December 31,
2007 from $1.7 million in the year ended December 31, 2006. Professional services
revenue increased approximately $1.4 million due to additional revenue resulting from our acquisitions in 2006 and 2007, which was partially offset by the attrition of two of our channel
partners who previously supplied us with leads for potential customers.

Cost of Revenue

Cost of Subscription Revenue.Cost of subscription revenue increased 58% to $32.4 million in the year ended December 31, 2007
from $20.5 million in the year ended December 31, 2006. The increase in the cost of subscription revenue of approximately $11.9 million was primarily the result of the costs
associated with the increase in our subscriber base since December 31, 2006. More specifically, during the year ended December 31, 2007, we incurred additional costs of approximately
$10.3 million related to the additional subscription revenue associated with customers acquired as part of our cquisitions in 2006 and 2007. In addition, an increase of $1.0 million was
due to increased employee compensation and benefits expense. Further, gross margin on subscription revenue increased to 58% for the year ended December 31, 2007 as compared to the year ended
December 31, 2006.

Cost of License Revenue.Cost of license revenue decreased 22% to $751 thousand in the year ended December 31, 2007 from
$958 thousand in the year ended December 31, 2006. The decrease in the cost of license revenue was primarily attributable to the timing of the Fusion version release and the natural life
cycle of the Fusion product.

Cost of Professional Services Revenue.Cost of professional services revenue decreased 9% to $1.3 million in the year ended
December 31, 2007 from $1.4 million in the year ended December 31, 2006. The decrease in the cost of professional services revenue was primarily the result of the costs associated
with the related decrease in revenue due to the attrition of two of our channel partners, which was partially offset by the costs associated with our outsourced call center and search engine
optimization professional services acquired through our acquisitions in 2006 and 2007. Gross margin on professional services revenue increased to 46% from 15% for the year ended December 31,
2007 as compared to the year ended December 31, 2006.

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Operating Expenses

Sales and Marketing Expenses.Sales and marketing expenses increased 54% to $19.3 million, or 23% of total revenue, during the year
ended December 31, 2007 from $12.5 million, or 24% of total revenue, during the year ended December 31, 2006. An increase of $4.3 million in expense was attributable to the
addition of sales and marketing resources in connection with our acquisitions during 2006 and 2007. In addition, an increase of $2.0 million was due to increased employee compensation and
benefits expense.

Research and Development Expenses.Research and development expenses increased 125% to $5.1 million, or 6% of total revenue, during
the year ended December 31, 2007 from $2.3 million, or 4% of total revenue, during the year ended December 31, 2006. This was primarily due to an increase of $2.3 million
in additional research and development resources associated with our acquisitions in 2006 and 2007.

General and Administrative Expenses.General and administrative expenses increased 71% to $16.5 million, or 20% of total revenue,
during the year ended December 31, 2007 from $9.7 million, or 19% of total revenue, during the year ended December 31, 2006. Due to our acquisitions in 2006 and 2007, there was an
increase of approximately $4.4 million of additional general and administrative expenses over the prior period. In addition, an increase of $2.1 million was due to increased employee
compensation and benefits expense. In general, stock compensation in the year ended December 31, 2007 increased by $768 thousand over the prior year due to the increase in the number of
stock options issued to employees.

Restructuring charges.During the year ended December 31, 2007, the Company restructured its organization by terminating six
employees and closing facilities in Los Angeles, California and Seneca Falls, New York. The Company accrued expenses of $243 thousand for these restructuring costs.

Depreciation and Amortization Expense.Depreciation and amortization expense increased 219% to $5.5 million, or 7% of total revenue,
during the year ended December 31, 2007 from $1.7 million, or 3% of total revenue, during the year ended December 31, 2006. Amortization expense increased to $3.8 million
during the year ended December 31, 2007 from $900 thousand in the prior year due to the
increase in definite-lived intangible assets as a result of our mergers and acquisitions in 2006 and 2007. Depreciation expense increased to $1.7 million during the year ended
December 31, 2007 from $812 thousand in the prior year due to the increase in fixed assets purchased and acquired as a result of our acquisitions.

Net Interest Income.Net interest income decreased 19% to $1.9 million, or 2% of total revenue, during the year ended
December 31, 2007 from $2.4 million, or 5% of total revenue, during the year ended December 31, 2006. The decrease in interest income was due to the reduced average cash balances
available to invest in money market funds as a result of our recent acquisitions.

Income tax (expense) benefit.During the year ended December 31, 2007, income tax expense increased to $2.1 million from a
benefit of $3.2 million for the year ended December 31, 2006. This increase in expense is due to the release in 2006 of a portion of our valuation allowance on our deferred tax assets.
The Company's tax rate in 2007 was approximately 60.2% due to the effect of non-deductible expenses associated with incentive stock options.

Comparison of Years Ended December 31, 2006 and 2005

Total revenue increased 38% to $52.0 million in the year ended December 31, 2006 from $37.8 million in the year ended December 31, 2005.

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Subscription Revenue.Subscription revenue increased 44% to $46.8 million in the year ended December 31, 2006 from
$32.6 million in the year ended December 31, 2005. The majority of the increase of subscription revenue over the prior year was due to an increase in customer base, an increase in
average revenue per customer resulting from price changes and increases in revenue due to our most recent acquisitions. Subscription revenue increased approximately $9.5 million due to an
increase in our customer base from approximately 51,000 as of December 31, 2005 to approximately 74,000 as of December 31, 2006, of which approximately 14,000 subscribers can be
attributed to our most recent acquisitions. The remaining increase in our total subscriber base can be primarily attributed to an increase in outbound telesales staff to 183 as of December 31,
2006 from 163 as of December 31, 2005. The increase in our average revenue per customer over the prior year resulted in additional revenues of approximately $3.2 million. In addition,
the increase in subscription revenue includes a full year of revenue attributable to our Leads.com product offering during 2006 as compared to approximately nine-months of related revenue
during 2005, the year of the acquisition, which resulted in approximately $1.5 million of additional revenue.

The
consolidated average monthly turnover decreased to 5.7% in the year ended December 31, 2006 from 6.0% in the year ended December 31, 2005, which also had a positive impact on our
total subscriber base and our net subscriber additions. We believe that this improvement in monthly turnover was the result of better customer service and the increased effectiveness and breadth of
our services. Monthly turnover, excluding acquisitions, would have been 5.8% in the year ended December 31, 2006.

License Revenue.License revenue decreased 7% to $3.6 million in the year ended December 31, 2006 from $3.9 million in
the year ended December 31, 2005. This decrease was primarily attributable to the later release of our NetObjects Fusion version 10.0 compared to the timing of the release of version 9.0 in the
prior year.

Professional Services Revenue.Professional services revenue increased 25% to $1.7 million in the year ended December 31,
2006 from $1.3 million in the year ended December 31, 2005. This increase was due to the revenue growth of our custom website development programs that increased professional services
revenue approximately $177 thousand in the year ended December 31, 2006. In addition, professional services revenue increased approximately $152 thousand due to the outsourced
call center services acquired through our recent acquisitions made during the year.

Cost of Revenue

Cost of Subscription Revenue.Cost of subscription revenue increased 36% to $20.5 million in the year ended December 31, 2006
from $15.1 million in the year ended December 31, 2005. The increase in the cost of subscription revenue of approximately $5.4 million was primarily the result of the costs
associated with the increase in our subscriber base during the year ended December 31, 2006. More specifically, during the year ended December 31, 2006, we incurred additional costs of
approximately $3.7 million related to the additional subscription revenue from our acquisitions in April 2005 and September 2006. In addition, due to our increased headcount of 205 as of
December 31, 2006 from 142 as of December 31, 2005 (with 43 of such personnel related to acquisitions during 2006), our employee compensation expenses increased approximately
$794 thousand. Lastly, gross margin increased on subscription revenue to 56% for the year ended December 31, 2006 from 55% for the year ended December 31, 2005, as we continue to
leverage our website development and customer support costs over a growing base of subscribers.

Cost of License Revenue.Cost of license revenue decreased 5% to $958 thousand in the year ended December 31, 2006 from
$1.0 million in the year ended December 31, 2005. The decrease in the cost of license revenue for the year ended December 31, 2006 was due primarily to the decrease in license
revenue in the year ended December 31, 2006 compared to the year ended December 31, 2005.

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Cost of Professional Services Revenue.Cost of professional services revenue increased 31% to $1.4 million in the year ended
December 31, 2006 from $1.1 million in the year ended December 31, 2005. An increase in the cost of professional services of approximately $120 thousand was due to
increased payroll and subcontractor expenses. In addition, the costs associated with the increase of the outsourced call center services acquired through our recent acquisitions were
$142 thousand. The gross margin on professional service revenue decreased to 15% for the year ended December 31, 2006 as compared to 19% for the year ended December 31, 2005. This
was caused by an increase in consulting and payroll related costs associated with the development of new products to be sold in future periods. The lower margin associated with the outsourced call
center services acquired through our acquisitions also contributed to the decrease in gross margin.

Operating Expenses

Sales and Marketing Expenses.Sales and marketing expenses increased 29% to $12.5 million, or 24% of total revenue, during the year
ended December 31, 2006 from $9.7 million, or 26% of total revenue, during the year ended December 31, 2005. An increase of sales and marketing expenses of $1.2 million was
due to increased employee compensation and benefits expense related to the increase in headcount to 332 as of December 31, 2006 from 203 as of December 31, 2005 (with 37 of such
personnel related to acquisitions during 2006). In addition, increases of $1.4 million in sales and marketing expense were attributable to the addition of sales and marketing resources in
connection with our acquisitions.

Research and Development Expenses.Research and development expenses increased 19% to $2.3 million, or 4% of total revenue, during
the year ended December 31, 2006 from $1.9 million, or 5% of total revenue, during the year ended December 31, 2005. The increase was primarily due to an increase of
$351 thousand in additional research and development resources associated with our acquisitions.

General and Administrative Expenses.General and administrative expenses increased 41% to $9.7 million, or 19% of total revenue,
during the year ended December 31, 2006 from $6.8 million, or 18% of total revenue, during the year ended December 31, 2005. An increase in general and administrative expenses of
$500 thousand was due to employee compensation and benefits related to the increase in headcount to 47 at December 31, 2006 from 30 at December 31, 2005 (with 11 of such personnel
related to acquisitions during 2006). In addition, there was an additional $942 thousand related to stock compensation expense in the year ended 2006 than in the prior year due to the increase
in the average price per share. Due to our recent acquisitions, there was an increase of approximately $900 thousand of additional general and administrative expenses over the prior year. In
addition, general and
administrative expenses have increased by approximately $300 thousand due to the additional expenses and fees associated with the reporting and other obligations of being a public company.

Depreciation and Amortization Expense.Depreciation and amortization expense remained unchanged at $1.7 million, or 3% of total
revenue, during the year ended December 31, 2006 from $1.7 million, or 5% of total revenue, during the year ended December 31, 2005. Amortization expense decreased to
$900 thousand during the year ended December 31, 2006 from $1.2 million for the prior year due to the customer relationship intangible asset from an acquisition in 2005 being
completely amortized at the beginning of the fiscal year. Depreciation expense increased to $812 thousand during the year ended December 31, 2006 from $567 thousand for the prior
year due to the increase in fixed assets purchased and acquired in the acquisitions in 2006.

Net Interest Income.Net interest income increased 497% to $2.4 million, or 5% of total revenue, during the year ended
December 31, 2006 from $402 thousand, or 1% of total revenue, during the year ended

44

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December 31,
2005. The increase in interest income was due to the investing of proceeds from our public offerings in money market funds during the year ended December 31, 2006.

Income tax benefit.During the year ended December 31, 2006, the Company reevaluated the need for a full valuation allowance on its
deferred tax assets as a result of cumulative profits generated in the most recent three-year period as well as other positive evidence. As a result of this evaluation, the Company
recognized a net tax benefit of $3.2 million. There was no release of the deferred tax asset valuation allowance during the year ended December 31, 2005.

Liquidity and Capital Resources

As of December 31, 2007, we had $29.7 million of unrestricted cash and cash equivalents and $16.5 million in working capital, as compared to
$42.2 million of cash and cash equivalents and $39.5 million in working capital as of December 31, 2006. Subsequent to year end, $4.5 million of restricted investments
became unrestricted and available for general corporate purposes.

Net
cash provided by operations for the year ended December 31, 2007 increased 58%, or $3.8 million, to $10.2 million from $6.5 million for the year ended
December 31, 2006. This increase was principally due to improved operating performance, which was reflected in a 59% increase in revenue that resulted in $3.4 million of net income
before income taxes, while non-cash stock compensation, amortization and depreciation expense totaled $3.6 million and $5.5 million, respectively. The increase in
cash provided by operations was further driven by an increase in accounts payable and accrued expenses of $3.5 million and in accounts receivable of $1.1 million.

Net
cash used in investing activities in the year ended December 31, 2007 was $23.7 million as compared to $22.0 million in the year ended December 31, 2006. During the
year ended December 31, 2007, pursuant to the Web.com acquisition agreement, we paid approximately $27.0 million in cash acquisition consideration and expenses, which was partially
offset by the receipt of $11.8 million of Web.com's unrestricted cash and cash equivalents upon completion of the acquisition. On March 31, 2007, we made cash payments to acquire
substantially all of the assets and select liabilities of Submitawebsite, Inc. totaling approximately $2.1 million, including acquisition expenses. In addition, we made cash payments
totaling $1.0 million due to contingent conditions being fulfilled in accordance with the Renex, Inc. purchase agreement. Other investing activities during 2007 consisted of the purchase
of approximately $3.8 million of fixed assets, including a building in Spokane, Washington for approximately $2.4 million, and domain names for approximately $2.1 million. During
the year ended December 31, 2006, we made cash payments to acquire substantially all of the assets and select liabilities of 1ShoppingCart.com and Renex totaling approximately
$20.5 million, including acquisition expenses. In addition, we purchased fixed assets of approximately $1.5 million.

Net
cash provided by financing activities in the year ended December 31, 2007 was $1.0 million as compared to $1.9 million for the year ended December 31, 2006. During the
year ended December 31, 2007, employees exercised stock options generating $2.8 million in proceeds. In addition, we reduced our debt obligations by $1.4 million. During the year
ended December 31, 2006, we completed a secondary offering and employees exercised stock options, which generated proceeds of approximately $1.0 million and $940 thousand,
respectively.

Contractual Obligations and Commitments

Our principal commitments consist of obligations under leases for office space (operating) and notes payable for purchase of the LEADS.com domain name and the obligation
assumed from the merger

45

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with
Web.com. The following summarizes our long-term contractual obligations as of December 31, 2007 (in thousands):

|                               |  |   |        | Payment Due by Period
|------------------------------ |  | - | ------ | ---------------------
|
|
|Operating lease obligations(1) |  | $ | 27,120 |                      
|Capital lease obligations      |  | $ | 1      |                      
|Note payable                   |  | $ | 1,245  |                      

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Summary

Our future capital uses and requirements depend on numerous forward-looking factors. These factors include but are not limited to the following:



We
believe that our existing cash and cash equivalents will be sufficient to meet our projected operating requirements for at least the next 12 months, including our sales and marketing
expenses, research and development expenses, capital expenditures, and any acquisitions or investments in complementary businesses, services, products or technologies. As of December 31, 2007
and 2006, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would
have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Foreign Currency Exchange Risk

Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro and the Canadian
Dollar. We will analyze our exposure to currency fluctuations and may engage in financial hedging techniques in the future to reduce the effect of these potential fluctuations. We have not entered
into any hedging contracts since exchange rate fluctuations have had little impact on our operating results and cash flows. The majority of our subscription agreements are denominated in U.S. dollars.
To date, our foreign sales have been primarily in Euros. Sales to customers domiciled outside the United States were approximately 2% of our total revenue in each of the years ended
December 31, 2007 and 2006. Sales in Germany represented approximately 62% and 61% of our international revenue in the years ended December 31, 2007 and 2006, respectively.

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Interest Rate Sensitivity

We had unrestricted cash and cash equivalents totaling $29.7 million and $42.2 million at December 31, 2007 and 2006, respectively. These amounts were
invested primarily in money market funds. The unrestricted cash, cash equivalents and short-term marketable securities are held for working capital purposes. We do not enter into
investments for trading or speculative purposes. Due to the short-term nature of these investments, we believe that we do not have any material exposure to changes in the fair value of our
investment portfolio as a result of changes in interest rates. Declines in interest rates, however, will reduce future investment income.

Item 8. Financial Statements and Supplementary Data.

Quarterly Results of Operations

The following tables set forth selected unaudited quarterly consolidated statement of operations data for the eight most recent quarters. The information for each of these
quarters has been prepared on the same basis as the audited consolidated financial statements included in this prospectus and, in the opinion of management, includes all adjustments necessary for the
fair presentation of the results of operations for such periods. This data should be read in conjunction with the audited consolidated financial statements and the related notes included in this
prospectus. These quarterly operating results are not necessarily indicative of our operating results for any future period.

|                                    |  | Three Months Ended |       
|----------------------------------- |  | ------------------ | ------
|
|
|Total revenue                       |  | $                  | 16,424
|Total cost of revenue               |  |                    | 7,414 
|                                    |  |                    |       
|Gross profit                        |  |                    | 9,010 
|Total operating expenses            |  |                    | 8,314 
|                                    |  |                    |       
|Income (loss) from operations       |  |                    | 696   
|                                    |  |                    |       
|Net income (loss)                   |  |                    | 632   
|                                    |  |                    |       
|Net income (loss) per common share: |  |                    |       
|Basic                               |  | $                  | .04   
|Diluted                             |  |                    | .03   

---

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

47

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Item 9A. Controls and Procedures.

Evaluation of disclosure controls and procedures.

Based on their evaluation as of December 31, 2007, our Chief Executive Officer and Chief Financial Officer, have concluded that our disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were sufficiently effective to ensure that the information required
to be disclosed by us in this Form 10-K was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and
forms.

Management's Report on Internal Control over Financial Reporting.

The management of Website Pros, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The Company's internal control over financial reporting is designed to provide
reasonable assurance, based on an appropriate cost-benefit analysis, regarding the reliability of our financial reporting and the preparation of financial statements for external purposes
in accordance with U.S. generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that: (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company
are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management
assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2007. In making this assessment, management used the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) inInternal Control-Integrated Framework.Based on management's assessment
and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2007.

Management
excluded from its assessment of the effectiveness of the Company's internal control over financial reporting the internal controls of Web.com and Submitawebsite, Inc., which are
included in the Company's 2007 consolidated financial statements and constituted $130.7 million and $105.3 million of total and net assets, respectively, as of December 31, 2007
and $15.7 million and $337 thousand of revenues and net income, respectively, for the year then ended. Management's audit of internal control over the Company's financial reporting also
did not include and evaluation of the internal control over financial reporting of Web.com or Submitawebsite, Inc.

The
Company's independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on the effectiveness of the Company's internal control over financial
reporting.

48

---



Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Website Pros, Inc.

We have audited Website Pros Inc.'s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Website Pros' management is responsible for maintaining
effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on
Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing
such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As
indicated in the accompanying Management's Report on Internal Control Over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial
reporting did not include the internal controls of Web.com or Submitawebsite, Inc., which are included in the 2007 consolidated financial statements of Website Pros, Inc. and constituted
$130.7 million and $105.3 million of total and net assets, respectively, as of December 31, 2007 and $15.7 million and $337 thousand of revenues and net income,
respectively, for the year then ended. Our audit of internal control over financial reporting of Website Pros, Inc. also did not include and evaluation of the internal control over financial
reporting of Web.com or Submitawebsite, Inc.

In
our opinion, Website Pros, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the COSO criteria.

49

---



We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2007consolidated financial
statements of Website Pros, Inc. and our report dated March 4, 2008 expressed an unqualified opinion thereon.



Jacksonville,
Florida
March 4, 2008

Changes in internal control over financial reporting.

There were no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) during the year ended
December 31, 2007 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information.

None.

50

---





PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information required by this item, including such information regarding our directors and executive officers and compliance with Section 16(a) of the Securities
Exchange act of 1934, is incorporated herein by reference from the Proxy Statement. We have adopted a written code of ethics that applies to our principal executive officer, principal financial
officer and principal accounting officer, or persons performing similar functions. The code of ethics is posted on our website at http://ir.websitepros.com/sec.cfm. Amendments to, and waivers from,
the code of ethics that applies to any of these officers, or persons performing similar functions, and that relates to any element of the code of ethics definition enumerated in Item 406(b) of
Regulation S-K, will be disclosed at the website address provided above and, to the extent required by applicable regulations, on a current report on Form 8-K.

Item 11. Executive Compensation.

The information required by this item is incorporated herein by reference from the section entitled "Executive Compensation" in the Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The
information required by this item is incorporated herein by reference from the sections entitled "Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan
Information" in the Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The
information required by this item is incorporated herein by reference from the section entitled "Certain Relationships and Related Transactions" in the Proxy Statement.

Item 14. Principal Accounting Fees and Services.

The information required by this item is incorporated herein by reference from the section entitled "Ratification of Selection of Independent Registered Public Accounting Firm"
in the Proxy Statement.

51

---





PART IV

Item 15. Exhibits, Financial Statement Schedules.

The following documents are filed as part of this Form 10-K:

1. Financial Statements

INDEX TO FINANCIAL STATEMENTS

|                                                                                                                                                          |  | Page
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Website Pros, Inc.                                                                                                                                        |  |     
|Report of Independent Registered Public Accounting Firm                                                                                                   |  | 53  
|Consolidated Balance Sheets at December 31, 2007 and 2006                                                                                                 |  | 54  
|Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005                                                                |  | 55  
|Consolidated Statements of Stockholders' Equity (Deficit) and Convertible Redeemable Preferred Stock for the years ended December 31, 2007, 2006 and 2005 |  | 56  
|Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005                                                                |  | 57  
|Notes to Consolidated Financial Statements                                                                                                                |  | 58  

52

---





Report of Independent Registered Public Accounting Firm

Board
of Directors and Shareholders
Website Pros, Inc.

We
have audited the accompanying consolidated balance sheets of Website Pros, Inc. as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders'
equity (deficit) and convertible redeemable preferred stock, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Website Pros, Inc. at
December 31, 2007 and 2006 and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with U.S.
generally accepted accounting principles.

We
have also audited, in accordance with the Standards of the Public Company Accounting Oversight Board (United States), Website Pros, Inc.'s internal control over financial reporting as of
December 31, 2007, based on criteria established in Internal ControlIntegrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 4, 2008 expressed an unqualified opinion thereon.



Jacksonville,
Florida
March 4, 2008

53

---





Website Pros, Inc.  Consolidated Balance Sheets  (In thousands)

|                                                                                                                                                     |                                                                               | December 31, |        
|---------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------- | ------------ | -------
|
|Assets                                                                                                                                               |                                                                               |              |        
|Current assets:                                                                                                                                      |                                                                               |              |        
|                                                                                                                                                     | Cash and cash equivalents                                                     |              | $      
|                                                                                                                                                     | Restricted investments                                                        |              |        
|                                                                                                                                                     | Accounts receivable, net of allowance of $791 and $280 thousand, respectively |              |        
|                                                                                                                                                     | Inventories, net of reserves of $67 and $48, respectively                     |              |        
|                                                                                                                                                     | Prepaid expenses                                                              |              |        
|                                                                                                                                                     | Prepaid marketing fees and other current assets                               |              |        
|                                                                                                                                                     | Deferred taxes                                                                |              |        
|                                                                                                                                                     |                                                                               |              |        
|Total current assets                                                                                                                                 |                                                                               |              | 48,304 
|Restricted investments                                                                                                                               |                                                                               |              | 1,675  
|Property and equipment, net                                                                                                                          |                                                                               |              | 7,153  
|Goodwill                                                                                                                                             |                                                                               |              | 107,933
|Intangible assets, net                                                                                                                               |                                                                               |              | 69,422 
|Deferred taxes                                                                                                                                       |                                                                               |              |       
|Other assets                                                                                                                                         |                                                                               |              | 526    
|                                                                                                                                                     |                                                                               |              |        
|Total assets                                                                                                                                         |                                                                               | $            | 235,013
|                                                                                                                                                     |                                                                               |              |        
|Liabilities and stockholders' equity                                                                                                                 |                                                                               |              |        
|Current liabilities:                                                                                                                                 |                                                                               |              |        
|                                                                                                                                                     | Accounts payable                                                              |              | $      
|                                                                                                                                                     | Accrued expenses                                                              |              |        
|                                                                                                                                                     | Accrued restructuring costs and other reserves                                |              |        
|                                                                                                                                                     | Deferred revenue                                                              |              |        
|                                                                                                                                                     | Accrued marketing fees                                                        |              |        
|                                                                                                                                                     | Notes payable, current                                                        |              |        
|                                                                                                                                                     | Obligations under capital leases, current                                     |              |        
|                                                                                                                                                     | Other liabilities                                                             |              |        
|                                                                                                                                                     |                                                                               |              |        
|Total current liabilities                                                                                                                            |                                                                               |              | 31,779 
|Accrued rent expense                                                                                                                                 |                                                                               |              | 105    
|Deferred revenue                                                                                                                                     |                                                                               |              | 147    
|Notes payable, long term                                                                                                                             |                                                                               |              | 59     
|Obligations under capital leases, long-term                                                                                                          |                                                                               |              |       
|Accrued restructuring costs and other reserves                                                                                                       |                                                                               |              | 3,116  
|Deferred tax liabilities, long-term                                                                                                                  |                                                                               |              | 3,351  
|Other long-term liabilities                                                                                                                          |                                                                               |              | 25     
|                                                                                                                                                     |                                                                               |              |        
|Total liabilities                                                                                                                                    |                                                                               |              | 38,582 
|Stockholders' equity:                                                                                                                                |                                                                               |              |        
|Common stock, $0.001 par value; 150,000,000 shares authorized, 27,472,686 and 17,331,626 shares issued and outstanding at December 31, 2007 and 2006 |                                                                               |              | 27     
|Additional paid-in capital                                                                                                                           |                                                                               |              | 254,208
|Accumulated deficit                                                                                                                                  |                                                                               |              | (57,804
|                                                                                                                                                     |                                                                               |              |        
|Total stockholders' equity                                                                                                                           |                                                                               |              | 196,431
|                                                                                                                                                     |                                                                               |              |        
|Total liabilities and stockholders' equity                                                                                                           |                                                                               | $            | 235,013
|                                                                                                                                                     |                                                                               |              |        

See accompanying notes to consolidated financial statements.

54

---





Website Pros, Inc.  Consolidated Statements of Operations  (In thousands, except per share amounts)

|                                                                                  |                                | Year Ended December 31, |       
|--------------------------------------------------------------------------------- | ------------------------------ | ----------------------- | ------
|
|Revenue:                                                                          |                                |                         |       
|                                                                                  | Subscription                   |                         | $     
|                                                                                  | License                        |                         |       
|                                                                                  | Professional services          |                         |       
|                                                                                  |                                |                         |       
|Total revenue                                                                     |                                |                         | 82,521
|Cost of revenue (excluding depreciation and amortization shown separately below): |                                |                         |       
|                                                                                  | Subscription(a)                |                         |       
|                                                                                  | License                        |                         |       
|                                                                                  | Professional services          |                         |       
|                                                                                  |                                |                         |       
|Total cost of revenue                                                             |                                |                         | 34,431
|                                                                                  |                                |                         |       
|Gross profit                                                                      |                                |                         | 48,090
|Operating expenses:                                                               |                                |                         |       
|                                                                                  | Sales and marketing(a)         |                         |       
|                                                                                  | Research and development(a)    |                         |       
|                                                                                  | General and administrative(a)  |                         |       
|                                                                                  | Restructuring charges          |                         |       
|                                                                                  | Depreciation and amortization  |                         |       
|                                                                                  |                                |                         |       
|Total operating expenses                                                          |                                |                         | 46,593
|                                                                                  |                                |                         |       
|Income from operations                                                            |                                |                         | 1,497 
|Other income:                                                                     |                                |                         |       
|                                                                                  | Interest income, net           |                         |       
|                                                                                  |                                |                         |       
|Total other income                                                                |                                |                         | 1,938 
|                                                                                  |                                |                         |       
|Income before income tax                                                          |                                |                         | 3,435 
|Income tax (expense) benefit                                                      |                                |                         | (2,077
|                                                                                  |                                |                         |       
|Net income                                                                        |                                |                         | 1,358 
|Preferred stock dividends                                                         |                                |                         |      
|                                                                                  |                                |                         |       
|Net income (loss) attributable to common stockholders                             |                                | $                       | 1,358 
|                                                                                  |                                |                         |       
|Basic net income (loss) attributable per common share                             |                                | $                       | 0.07  
|                                                                                  |                                |                         |       
|Diluted net income (loss) attributable per common share                           |                                | $                       | 0.06  
|                                                                                  |                                |                         |       
|Basic weighted average common shares outstanding                                  |                                |                         | 19,802
|                                                                                  |                                |                         |       
|Diluted weighted average common shares outstanding                                |                                |                         | 22,224
|                                                                                  |                                |                         |       
|(a) Stock based compensation included above                                       |                                |                         |       
|                                                                                  | Subscription (cost of revenue) |                         | $     
|                                                                                  | Sales and marketing            |                         |       
|                                                                                  | Research and development       |                         |       
|                                                                                  | General and administrative     |                         |       
|                                                                                  |                                |                         |       
|                                                                                  |                                | $                       | 3,568 
|                                                                                  |                                |                         |       

See
accompanying notes to consolidated financial statements.

55

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Website Pros, Inc.  Consolidated Statements of Stockholders' Equity (Deficit) and Convertible Redeemable Preferred Stock  (In thousands, except share amounts)

|                                                      |  | Convertible Redeemable Preferred Stock |   | Stockholders' Equity (Deficit) |  
|----------------------------------------------------- |  | -------------------------------------- | - | ------------------------------ | -
|
|
|
|Balance, December 31, 2004                            |  | 17,454                                 |   |                               |  
|Net income                                            |  |                                       |   |                               |  
|Exercise of stock options                             |  |                                       |   |                               |  
|Issuance of preferred stock, net of issuance cost     |  |                                       |   | 2,989                          |  
|Accrued dividends                                     |  | (2,473                                 | ) |                               |  
|Conversion of preferred stock                         |  | (16,999                                | ) | (3,000                         | )
|Accretion of Series A issuance costs/redemption price |  | 2,018                                  |   |                               |  
|Accretion of Series B issuance costs                  |  |                                       |   | 11                             |  
|Issuance of common stock                              |  |                                       |   |                               |  
|Stock option compensation expense                     |  |                                       |   |                               |  
|Options assumed from LEADS.com                        |  |                                       |   |                               |  
|Issuance of common stock in purchase of LEADS.com     |  |                                       |   |                               |  
|Issuance of common stock in purchase of EBOZ          |  |                                       |   |                               |  
|                                                      |  |                                        |   |                                |  
|Balance, December 31, 2005                            |  |                                       |   |                               |  
|Net income                                            |  |                                       |   |                               |  
|Exercise of stock options                             |  |                                       |   |                               |  
|Exercise of warrants                                  |  |                                       |   |                               |  
|Issuance of common stock                              |  |                                       |   |                               |  
|Stock option compensation expense                     |  |                                       |   |                               |  
|Issuance of common stock in purchase of Renex         |  |                                       |   |                               |  
|                                                      |  |                                        |   |                                |  
|Balance, December 31, 2006                            |  |                                       |   |                               |  
|Net income                                            |  |                                       |   |                               |  
|Exercise of stock options                             |  |                                       |   |                               |  
|Issuance of common stock in purchase of Renex         |  |                                       |   |                               |  
|Issuance of restricted stock                          |  |                                       |   |                               |  
|Issuance of common stock in merger with Web.com       |  |                                       |   |                               |  
|Stock option compensation expense                     |  |                                       |   |                               |  
|                                                      |  |                                        |   |                                |  
|Balance, December 31, 2007                            |  |                                       |   |                               |  
|                                                      |  |                                        |   |                                |  

See accompanying notes to consolidated financial statements.

56

---





Website Pros, Inc.  Consolidated Statements of Cash Flows  (In thousands)

|                                                                                  |                                                          | Year Ended December 31, |        
|--------------------------------------------------------------------------------- | -------------------------------------------------------- | ----------------------- | -------
|
|Cash flows from operating activities                                              |                                                          |                         |        
|Net income                                                                        |                                                          | $                       | 1,358  
|Adjustments to reconcile net income to net cash provided by operating activities: |                                                          |                         |        
|Depreciation and amortization                                                     |                                                          |                         | 5,454  
|Stock based compensation expense                                                  |                                                          |                         | 3,568  
|Deferred income tax expense (benefit)                                             |                                                          |                         | 1,719  
|Changes in operating assets and liabilities:                                      |                                                          |                         |        
|                                                                                  | Accounts receivable, net                                 |                         |        
|                                                                                  | Inventories, net                                         |                         |        
|                                                                                  | Prepaid expenses and other assets                        |                         |        
|                                                                                  | Accounts payable, accrued expenses and other liabilities |                         |        
|                                                                                  | Deferred revenue                                         |                         |        
|                                                                                  |                                                          |                         |        
|Net cash provided by operating activities                                         |                                                          |                         | 10,228 
|Cash flows from investing activities                                              |                                                          |                         |        
|Business acquisitions                                                             |                                                          |                         | (18,069
|Proceeds from sale of investments securities                                      |                                                          |                         | 5,000  
|Purchase of investment securities                                                 |                                                          |                         | (4,946 
|Change in restricted investments                                                  |                                                          |                         | 263    
|Investment in intangible assets                                                   |                                                          |                         | (2,109 
|Purchase of property and equipment                                                |                                                          |                         | (3,807 
|                                                                                  |                                                          |                         |        
|Net cash used in investing activities                                             |                                                          |                         | (23,668
|Cash flows from financing activities                                              |                                                          |                         |        
|Stock issuance                                                                    |                                                          |                         |       
|Stock issuance costs                                                              |                                                          |                         | (311   
|Repayments of debt obligations                                                    |                                                          |                         | (1,437 
|Proceeds from issuance of preferred stock, net                                    |                                                          |                         |       
|Proceeds from exercise of stock options                                           |                                                          |                         | 2,779  
|                                                                                  |                                                          |                         |        
|Net cash provided by financing activities                                         |                                                          |                         | 1,031  
|                                                                                  |                                                          |                         |        
|Net (decrease) increase in cash and cash equivalents                              |                                                          |                         | (12,409
|Cash and cash equivalents, beginning of period                                    |                                                          |                         | 42,155 
|                                                                                  |                                                          |                         |        
|Cash and cash equivalents, end of period                                          |                                                          | $                       | 29,746 
|                                                                                  |                                                          |                         |        
|Supplemental cash flow information                                                |                                                          |                         |        
|Interest paid                                                                     |                                                          | $                       | 19     
|                                                                                  |                                                          |                         |        
|Income tax paid                                                                   |                                                          | $                       | 233    
|                                                                                  |                                                          |                         |        
|Supplemental disclosure of non-cash transactions                                  |                                                          |                         |        
|Issuance of equity in connection with acquisitions                                |                                                          | $                       | 104,770
|                                                                                  |                                                          |                         |        

See accompanying notes to consolidated financial statements.

57

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Website Pros, Inc.  Notes to Consolidated Financial Statements  December 31, 2007

1. The Company and Summary of Significant Accounting Policies

Description of Company

Website Pros, Inc. (the Company) is a provider of Do-It-For-Me Web and Do-It-For-You website
building tools, Internet marketing, lead generation, and technology solutions that enable small and medium-sized businesses to build and maintain an effective Internet presence. The Company offers a
full range of web services, including website design and publishing, Internet marketing and advertising, search engine optimization, e-mail, lead generation, home contractor specific
leads, and shopping cart solutions meeting the needs of a business anywhere along its lifecycle.

On
September 30, 2007, the Company acquired Web.com, Inc. ("Web.com"). Web.com is a leading provider of Do-It-Yourself websites and Internet marketing services
for the small and medium-sized business market. Web.com offers a wide selection of online services, including Web hosting, e-mail, e-commerce, website development, online
marketing and optimization tools. Web.com has a large customer base that provides significant upsell and cross-sell opportunities for Do-It-For-Me
website services, online marketing and lead generation services. The Company believes that the Web.com acquisition united two market leaders to create a single company with solutions that can better
meet the diverse Web services needs of small
and medium-sized businesses. In addition, the Company expects it will be able to leverage cost savings and take advantage of cross-selling opportunities across our significantly expanded customer
base.

The
Company has reviewed the criteria of Statement of Financial Accounting Standards (SFAS) No. 131,Disclosures About Segments of an Enterprise and Related
Information, and has determined that the Company is comprised of only one segment, Web services and products.

Certain
prior year amounts have been reclassified to conform to current year presentation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates.

Principles of Consolidation

The Company's consolidated financial statements include the assets, liabilities and the operating results of the Company and its wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated.

Revenue Recognition

Substantially all of the Company's subscription revenue is generated from monthly subscriptions for website design, shared and dedicated hosting services, application hosting,
domain name registration, and marketing services. For example, one of the Company's subscription standard contracts includes the design of a five-page website, hosting and marketing
services. The individual deliverables are not

58

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independent
of each other and are not sold or priced on a standalone basis. Costs to complete the website and ready it for the end customer are minimal and are expensed to cost of revenue as incurred.
Upon the completion and initial hosting of the website, the subscription is offered free of charge for a 30-day trial period during which the customer can cancel at anytime. In accordance
with Staff Accounting Bulletin (SAB) No. 104, after the 30-day trial period has ended, revenue is recognized when all of the following conditions are satisfied: (1) there is
persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the
collection of the Company's fees is probable. These criteria are met monthly as the Company's service is provided on a month-to-month basis and collections are generally made
in advance of the services.

Customers
are billed for the subscription ranging from one to 24 months, at the customer's option. As customers are billed, subscription revenue is recorded as deferred revenue in the accompanying
balance sheets. As services are performed, the Company recognizes subscription revenue ratably on a daily basis over the service period. There are no undelivered elements at the end of the monthly
service period. In addition, subscription revenue is generated from monthly subscription packages for hosting and marketing services for customized websites. These packages are sold separately from
the customized website.

Professional
services revenue reflects revenue generated from custom website design. Revenue from contracts for custom design is recorded using a proportional performance model based on labor hours
incurred. The extent of progress towards completion of the custom website is measured by the labor hours incurred as a percentage of total estimated labor hours to complete. Labor hours are the most
appropriate measure to allocate revenue between reporting periods as they are the primary input to the provision of the Company's professional services.

The
Company accounts for its multi-element arrangements, such as in the instances where it designs a custom website and separately offer other services such as hosting and marketing, in accordance
with Emerging Issues Task Force 00-21,Revenue Arrangements with Multiple Deliverables. Based upon vendor-specific objective evidence, the
Company allocates multi-element arrangement consideration to the separate units of accounting based upon their relative fair values. The additional services provided with a custom website are
recognized separately over the period for which services are performed.

In
addition, license revenue is generated from the sale of licenses for software which allows a customer to build its own website. The Company markets and licenses software directly to end customers
as well as through value-added resellers and distributors. The Company's software licenses are perpetual. Software may be delivered indirectly by a distributor, via download from the Company's website
or directly to end-users by the Company. The Company recognizes revenue generated by the distribution of software licenses directly by the Company in the form of a boxed software product
or a digital download upon sale and delivery to the end-user. End-users who purchase a software license online pay for the license at the time of order. Subject to some
restrictions, the Company permits physical product returns for sales it makes directly to end-users. However, returns historically have been insignificant, and, as such, the Company has
not established a reserve for these product returns. The Company does not offer extended payment terms or make concessions for software license sales. The Company recognizes revenue generated from
distribution agreements where the distributor has a right of return as the distributor sells and delivers software license product to the end-user. The Company recognizes revenue from
distribution agreements where no right of return exists when licensed software product is shipped to the distributor. In arrangements in which distributors pay the Company upon shipment of software
product to end-customers, the Company recognizes revenue upon receipt of payment by the distributor. The Company is not obligated to provide technical support in connection with its
software license and does not provide technical support services to the Company's software license customers.

59

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The
Company's revenue recognition policies are in compliance with Statement Of Position (SOP) 97-2 (as amended by SOP 98-4 and SOP 98-9), Software Revenue Recognition.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, bank demand deposit accounts, and money market accounts. For purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Restricted Investments

Restricted Investments consist primarily of commercial paper and money market securities with maturities of less than one year. The Company has classified these investments as
held-to-maturity as the Company has the intent and ability to hold these securities to maturity. These investments are carried at cost, which approximates fair market value.
Realized gains and losses are included in earnings and are considered immaterial to the Company. These investments are restricted for use by certain vendors and creditors for rent, credit card
processing, lease payments, and other items. These investments are classified based upon the term of the restriction, and not necessarily the underlying security. In January 2008, a restriction was
released for $4.5 million of these investments.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and trade receivables. The Company
invests its cash in credit instruments of highly rated financial institutions; four institutions hold 91% of the total investments.

Concentrations
of credit risk with respect to trade accounts receivable are limited due to the large number of customers comprising the Company's customer base and their geographic dispersion. The
Company has not incurred any significant credit related losses.

Geographic Information

The Company markets its products for sale to customers, including distributors, primarily in the United States and Europe. A summary of revenue by geographic area is as
follows:

|              |  | Year Ended December 31, |  
|------------- |  | ----------------------- | -
|
|United States |  | 98                      | %
|International |  | 2                       | %

Customers
in Germany accounted for over 62%, 61%, and 64% of international revenue for the fiscal years ended December 31, 2007, 2006, and 2005, respectively.

Accounts Receivable

Trade accounts receivable are recorded on the balance sheet at net realizable value. The Company's management uses historical collection percentages and customer-specific
information, when available, to estimate the amount of trade receivables that are uncollectible and establishes reserves for uncollectible balances based on this information. The Company does not
require deposits or other collateral from customers. Bad debt expense reported in operating expenses excludes provisions made to the allowance for doubtful accounts for anticipated refunds, automated
clearinghouse returns, and chargebacks that are recorded as an adjustment to revenue.

60

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Fair Value of Financial Instruments

Financial instruments include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, accrued expenses and debt. The respective
carrying value of these financial instruments approximates fair value since they are short-term in nature or are receivable or payable on demand. Fair value estimates discussed herein are
based upon certain market assumptions and pertinent information available to management as of period end.

Inventories

Inventories are stated at the lower of cost (on a first-in, first-out basis) or market. Reserves for obsolete or slow moving inventory are recorded
based on management's analysis of movement of inventory items during the period and review of facts and circumstances specific to that inventory.

Goodwill and Other Intangible Assets

In accordance with SFAS No. 142,Goodwill and Other Intangible Assets, goodwill determined to have an indefinite useful
life is no longer amortized, but is tested for impairment, at least annually or more frequently if indicators of impairment arise. If impairment of the carrying value based on the calculated fair
value exists, the Company measures the impairment through the use of discounted cash flows. Intangible assets acquired as part of a business combination are accounted for in accordance with SFAS
No. 141,Business Combinations, and are recognized apart from goodwill if the intangible arises from contractual or other legal rights or the
asset is capable of being separated from the acquired enterprise.

Definite
lived intangible assets are amortized over their useful lives, which range between 14 months and ten years.

Research and Development Costs

The Company expenses research and development costs as incurred. The Company has not capitalized any such development costs under SFAS No. 86, Accounting for the Costs of Computer Software to be Sold,
Leased or Otherwise Marketed, because the costs incurred between the attainment of
technological feasibility for the related software product through the date when the product is available for general release to customers has been insignificant.

Property and Equipment

Property and equipment, including software, are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are provided over the estimated
useful lives of the assets using the straight-line method. Depreciation expense includes the amortization of assets recorded under capital leases.

The
asset lives used are presented in the table below:

Average Life in
YearsComputer equipment

3Software

2-3Furniture and fixtures

5Telephone equipment

5Building

30Leasehold improvements

Shorter of asset's life or life of the lease


61

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Asset Impairment

When events or circumstances indicate possible impairment, the Company performs an evaluation to determine if an impairment of long-lived assets used in operations
exists, using undiscounted estimated future operating cash flows attributable to such assets compared to the assets' carrying amounts.

If
the Company determines that long-lived assets have been impaired, the measurement of impairment will be equal to the excess of the carrying amount of such assets over the discounted
estimated future operating cash flows, using a discount rate commensurate with the risks involved. The Company would reflect the impairment through a reduction in the carrying value of the
long-lived assets. Long-lived assets to be disposed of are recorded at the lower of carrying amount or estimated fair value less costs to dispose.

Advertising

Advertising costs are charged to operations as incurred. Total advertising expense was $2.3 million, $128 thousand and $119 thousand for the years ending
December 31, 2007, 2006 and 2005, respectively.

Income Taxes

The Company accounts for income taxes under the provisions of SFAS No. 109Accounting for Income Taxes, using the
liability method. SFAS No. 109 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements
or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax
rates in effect for the year in which the difference is expected to reverse.

Stock-Based Employee Compensation

The Company accounts for stock-based compensation to employees in accordance with SFAS No. 123(R),Share-based Payment.
Accordingly, the fair value of all stock options is recognized in compensation expense over the vesting period.

Comprehensive Income (Loss)

Comprehensive income (loss) equals net income (loss) for all periods presented.

Net Income (Loss) Attributable Per Common Share

The Company computes net income (loss) attributable per common share in accordance with SFAS No. 128,Earnings Per Share.
Basic net income (loss) attributable per common share includes no dilution and is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common
shares outstanding for the period. Diluted net income (loss) attributable
per common share includes the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

Reverse Stock Split

On September 14, 2005, the Board of Directors authorized a one-for-five reverse stock split of the Company's common stock and convertible
redeemable preferred stock. All common stock shares, convertible redeemable preferred stock shares, and amounts and per share data have been retroactively restated to reflect the reverse stock split.

62

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Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141 (revised 2007),Business Combinations(SFAS 141(r)).
SFAS 141(r) retains the fundamental requirements of SFAS No. 141, but revise certain applications of the Standard to improve the financial reporting of business combinations. Some of
these revisions include, to recognize assets acquired, liabilities assumed with contractual obligations and any noncontrolling interests at fair market value as of the date of purchase, to recognize
other contingencies using the "more likely than not" definition from FASB Concepts Statement No. 5,Elements of Financial Statements,to
recognize consideration and contingent consideration at fair market value as of the date of purchase, and to expense acquisition-related costs as incurred. SFAS 141(r) is effective as of the
beginning of an entity's first fiscal year that begins after December 15, 2008. Early adoption of this Standard is not permitted. The Company has not completed its assessment of the impact
SFAS 141(r) will have on its financial position, results of operations, cash flows or disclosures.

In
February 2007, the Financial Accounting Standards Board issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial
Liabilities(SFAS 159). SFAS 159 allows entities to voluntarily choose, at specified election dates, to measure many financial assets and financial liabilities,
as well as, certain nonfinancial instruments that are similar to financial instruments, at fair value (the "fair value option"). The election is made on an
instrument-by-instrument basis and is irrevocable. If the fair value option is selected for an instrument, SFAS 159 specifies that all subsequent changes in fair value
for that instrument shall be reported in earnings. SFAS 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. The Company is
currently assessing the impact of SFAS 159, but does not expect it to have a material impact on its financial position, results of operations, cash flows or disclosures.

In
September 2006, the FASB issued Statement of Financial Accounting Standard No. 157 (SFAS 157),Fair Value Measurements. SFAS 157
establishes a common definition for fair value to be applied to US GAAP guidance requiring use of fair value, establishes a framework for measuring fair value, and expands disclosure about such
fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS 157, but does not expect
it to have a material impact on its financial position, results of operations, cash flows and disclosures.

2. Change In Accounting Method for Stock Options

Effective January 1, 2006, the Company adopted SFAS No. 123(R),Share Based Payment. Since the Company previously
adopted the expense recognition provisions of SFAS No. 123, the adoption of SFAS No. 123(R) had no material impact on its financial statements.

3. Net Income (Loss) Attributable Per Common Share

Basic net income (loss) attributable per common share is calculated using net income and the weighted-average number of shares outstanding during the reporting period. Diluted
net income attributable per common share includes the effect from the potential issuance of common stock, such as common stock issued pursuant to the exercise of stock options or warrants.

63

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The
following table sets forth the computation of basic and diluted net income (loss) attributable per common share for the year ended December 31, 2007, 2006 and 2005 (in thousands except per
share amounts):

2007

2006

2005Net income (loss) attributable to common stockholders

$
1,358

$
8,597

$
(329
)Weighted average outstanding shares of common stock


19,802


16,778


6,222Dilutive effect of stock options


1,983


2,349


Dilutive effect of warrants


196


232


Dilutive effect of escrow shares


243


71


Common stock and common stock equivalents


22,224


19,430


6,222Net income (loss) attributable per common share:Basic

$
0.07

$
0.51

$
(0.05
)Diluted

$
0.06

$
0.44

$
(0.05
)


For
the years ended December 31, 2007, 2006 and 2005, options to purchase approximately 1.8 million, 764 thousand, and 688 thousand shares, respectively, of common stock
with exercise prices greater than the average fair value of the Company's stock of $9.56, $10.55, and $7.92, respectively, were not
included in the calculation of the weighted average shares for diluted net income per common share because the effect would have been anti-dilutive.

4. Valuation Accounts

The Company's accounts receivable allowance is summarized as follows (in thousands):

December 31, 2005

$
383Provision


564Charge-off


(667
)December 31, 2006


280Allowance acquired in Web.com merger


420Provision


1,198Charge-off


(1,107
)December 31, 2007

$
791


The
Company's inventory reserves are summarized as follows (in thousands):

December 31, 2005

$
51Provision


63Charge-off


(66
)December 31, 2006


48Provision


19Charge-off


December 31, 2007

$
67


64

---



5. Property and Equipment

The Company's property and equipment are summarized as follows (in thousands):

December 31,2007

2006Land

$
416

$
Depreciable assets:Software


2,088


1,659Computer equipment


4,486


2,101Telephone equipment


959


515Furniture and fixtures


789


480Vehicle


2


Building


2,029


Leasehold improvements


624


209Total depreciable assets


10,977


4,964Accumulated depreciation


(4,240
)

(2,627
)Property and equipment, net

$
7,153

$
2,337


Depreciation
expense relating to depreciable assets amounted to $1.7 million, $812 thousand, and $567 thousand for the years ended December 31, 2007, 2006, and 2005,
respectively.

6. Business Combinations

Acquisition of Web.com

On September 30, 2007, the Company completed the transactions contemplated by the Agreement and Plan of Merger and Reorganization executed on June 26, 2007 (the
"Merger Agreement") by and among the Company, Augusta Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub") and Web.com, Inc., a
Minnesota corporation ("Web.com") pursuant to which Web.com merged with and into Merger Sub (the "Merger"). The Merger was approved by the stockholders of the Company and the shareholders of Web.com
on September 25, 2007. The Company believes that the Web.com merger united two market leaders to create a single company with solutions that can better meet the diverse Web services needs of
small and medium sized businesses. In addition, the Company expects it will be able to leverage cost savings and take advantage of cross-selling opportunities across its significantly expanded
customer base.

Web.com
is a leader in providing simple, yet powerful solutions for websites and web services. In addition, Web.com offers do-it-yourself and professional website design, web
hosting, e-commerce, web marketing and e-mail.

In
consideration for the Merger, shareholders of Web.com received either (a) to the extent the shareholder made an effective cash election with respect to the shares of Web.com common stock
held by such shareholder, approximately $2.36749 per share of Web.com common stock and approximately 0.43799 shares of common stock of the Company for each share of common stock of Web.com held by
such shareholder and (b) to the extent the shareholder made an effective stock election, or made no election, with respect to the shares of Web.com common stock held by such shareholder, 0.6875
shares of common stock of the Company for each share of Web.com common stock held by such shareholder. In the aggregate, the Company issued approximately 9.2 million shares of the Company's
stock and paid $25 million in cash to Web.com shareholders. In addition, under the terms of the Merger Agreement, each outstanding vested option to purchase shares of Web.com common stock
converted

65

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into
and became a vested option to purchase the Company's common stock, and the Company assumed such option in accordance with the terms of the stock option plan or agreement under which that option
was issued. The number of shares of Website Pros common stock an option holder is entitled to purchase and the price of those options was subject to an option exchange ratio calculated in accordance
with the Merger Agreement. In the aggregate, Web.com option holders are now entitled to purchase an aggregate of approximately 2.4 million shares of the Company's common stock at a weighted
average exercise price of $5.61 per share.

The
Merger was accounted for using the purchase method of accounting under U.S. generally accepted accounting principles. Under the purchase method of accounting, the Company is considered the
acquirer of Web.com for accounting purposes and the total purchase price was allocated to the assets acquired and liabilities assumed from Web.com based on their fair values as of September 30,
2007. Under the purchase method of accounting, the total consideration was approximately $132.1 million, which includes the issuance of the Company's common stock valued at approximately
$88.6 million, the assumption of stock options with a fair value of $16.5 million and cash payments of $25.0 million. The Company's transaction costs related to this merger,
including legal fees, investment-banking fees, due diligence expenses, filing and printing fees, was $2 million. The estimated value of the common stock was calculated using the average the
Company's common stock price three days before and after the merger announcement. The average stock price used to calculate the purchase price was $9.68.

As
of December 31, 2007, the purchase accounting for this acquisition is still subject to final adjustment primarily for completion of the valuation of certain acquired assets and an analysis
of income tax attributes.

The
following table summarizes the Company's preliminary purchase price allocation based on the estimated fair values of the assets acquired and liabilities assumed on September 30, 2007 (in
thousands):

Tangible current assets

$
19,599Tangible non-current assets


9,278Customer relationships


27,100Developed technology


26,200Non-compete


1,300Trade names


8,500Goodwill


73,454Deferred tax assets


20,773Current liabilities


(15,352
)Accrued restructuring costs and other reserves


(10,894
)Non-current liabilities


(591
)Non-current restructuring costs and other reserves


(3,575
)Deferred tax liabilities


(24,000
)Net assets acquired

$
131,792


There
are $304 thousand and $6.4 million of restricted investments included in tangible current assets and tangible non-current assets, respectively. The restricted
investments include $4.9 million relating to merchant processing, $1.5 million as collateral on a promissory note, and $304 thousand relating to miscellaneous transactions. The
intangible assets include customer relationships, developed technology, non-compete agreements, and trade names, which are being amortized over a three to seven year period, except for the
trade names, which have an indefinite life. The goodwill represents business benefits the Company anticipates realizing in future periods and is not expected to be deductible for tax purposes.

66

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The
results of operations of Web.com for the period from October 1, 2007 through December 31, 2007 are included in the Company's consolidated statement of operations for the year ended
December 31, 2007.

The
financial information in the table below summarizes the combined results of operations of the Company and Web.com on a pro forma basis for the years ended December 31, 2007 and 2006, as
though the acquisition had occurred at the beginning of the period. This pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results
of operations that would have been achieved had the acquisition actually taken place at the beginning of the nine month period set forth below. The pro forma results for the year ended
December 31, 2007 include $7.1 million of Web.com non-recurring expenses, which consisted of restructuring costs, legal, and other merger related expenses.

Year ended
December 31, 2007

Year ended
December 31, 2006Revenue

$
122,257

$
101,181Net loss


(21,137
)

(12,464
)Basic and diluted net loss per common share


(0.79
)

(0.48
)


Acquisition of Substantially All of the Assets of and Assumption of Select Liabilities from Submitawebsite, Inc.

On March 31, 2007, the Company acquired substantially all of the assets of and assumed certain liabilities from Submitawebsite, Inc. (Submitawebsite), based in
Scottsdale, Arizona, which is a leader in natural Search Engine Optimization, a technology which aligns a website's code and content with strategic keyword phrase targeting. The Company believes that
the Submitawebsite acquisition will allow the Company to leverage and deepen relationships with both companies' customer bases. Under the terms of the asset purchase agreement, the Company paid cash
consideration of approximately
$2.1 million and $30 thousand of transaction costs, subject to certain adjustments based on the final balance sheet of Submitawebsite as of March 31, 2007. In addition, if certain
requirements are met, such as key employee retention and revenue performance, during the twelve-month periods following March 31, 2007 and 2008, the Company will pay Submitawebsite contingent
consideration up to an additional $250 thousand per year, which will be recorded as goodwill upon payment.

The
results of operations of Submitawebsite for the period from April 1, 2007 through December 31, 2007 are included in the Company's consolidated statement of operations for the year
ended December 31, 2007.

The
following table summarizes the Company's purchase price allocation as of March 31, 2007 based on the estimated fair values of the assets acquired and liabilities assumed on March 31,
2007 (in thousands):

Tangible current assets

$
10Tangible non-current assets


32Customer relationships


93Non-compete


12Trade name


258Goodwill


1,997Current liabilities


(322
)Net assets acquired

$
2,080


67

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The
intangible assets include customer relationship, non-compete agreements and trade name. The non-compete and customer relationship intangible asset are being amortized over
a fourteen to twenty-four month period, while the trade names has an indefinite
life. The goodwill represents business benefits the Company anticipates realizing in future periods and is expected to be deductible for tax purposes.

Acquisition of Substantially All of the Assets of and Assumption of Select Liabilities from 1ShoppingCart.com

On September 30, 2006, the Company acquired substantially all of the assets of, and assumed certain liabilities from 1ShoppingCart.com Canada Corp. and 1ShoppingCart.com
Corp. (together, "1ShoppingCart.com"), a leading provider of shopping cart, Internet marketing and e-commerce/eBusiness solutions and services based in Barrie, Ontario. The Company
believes that the 1ShoppingCart.com acquisition brings a strong group of private-labeled resellers and affiliates that will enable cross- and up-sell opportunities for its complementary
Web services, Internet marketing and e-commerce solutions, which are all geared to satisfying the needs of small and medium-sized businesses. Under the terms of the asset purchase
agreement, the Company paid cash consideration of approximately $12.5 million and $0.3 million of transaction costs.

The
results of operations of 1ShoppingCart.com for the period from October 1, 2006 through December 31, 2006 are included in the Company's consolidated statement of operations for the
year ended December 31, 2006.

The
following table summarizes the Company's purchase price allocation as of September 30, 2006 based on the fair values of the assets acquired and liabilities assumed on September 30,
2006 (in thousands):

Tangible current assets

$
594Tangible non-current assets


222Developed technology


999Customer relationships


2,332Non-compete


167Trade name


694Goodwill


9,437Current liabilities


(1,512
)Non-current liabilities


(102
)Net assets acquired

$
12,831


The
intangible assets include non-compete agreements, trade name, developed technology and customer relationships which are being amortized over three to eight year periods, except for the
trade name which has an indefinite life. The goodwill represents business benefits the Company anticipates realizing in future periods and is expected to be deductible for tax purposes.

The
financial information in the table below summarizes the combined results of operations of the Company and 1ShoppingCart.com on a pro forma basis as of the year ended December 31, 2006, as
though the acquisition had occurred at the beginning of the year set forth below. This pro forma financial information is presented for informational purposes only and is not necessarily indicative of

68

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the
results of operations that would have been achieved had the acquisition actually taken place at the beginning of the twelve month period set forth below.

Year ended December 31, 2006Revenue

$
56,933Net income


9,164Basic net income per common share


0.55Diluted net income per common share


0.47


Acquisition of Substantially All of the Assets of and Assumption of Select Liabilities from Renex, Inc.

On
September 30, 2006, the Company acquired substantially all of the assets of, and assumed certain liabilities from Renex, Inc. ("Renex"), an online lead generation marketplace for
contractors and homeowners based in Halifax, Nova Scotia. The Company believes that the Renex acquisition will enhance its ability to provide a one-stop shop for comprehensive, affordable
website and online advertising solutions for small and medium-sized businesses and is in-line with the Company's long-term strategic direction of providing targeted, high value
solutions to customers in specific vertical markets. Under the terms of the asset purchase agreement, the Company paid cash consideration of $7.0 million plus $333 thousand in
transaction costs and agreed to issue 278,922 shares of its common stock valued at approximately $3.0 million to Renex to be equally distributed on September 30, 2007 and
September 30, 2008 as consideration for the acquired assets if certain compliance with representations and warranties are demonstrated. As of September 30, 2007, those conditions were
met and 139,461 shares of common stock were issued on October 1, 2007. Those common shares were held in escrow until the representations and warranties period has expired. During the
twelve-months ended September 30, 2007, the Company paid the former owners of Renex and recorded additional goodwill of $1.0 million as a result of the continuing relationship with a
certain marketing vendor, which was a contingent condition in the purchase agreement with Renex.

The
following table summarizes the Company's purchase price allocation as of September 30, 2006 based on the fair values of the assets acquired and liabilities assumed on September 30,
2006 (in thousands):

Tangible current assets

$
195Tangible non-current assets


142Developed technology


110Customer relationships


930Non-compete


220Trade name


640Goodwill


8,406Current liabilities


(280
)Net assets acquired

$
10,363


The
intangible assets include non-compete agreements, trade name, developed technology and customer relationships which are being amortized over a three to four year period, except for the
trade name which has an indefinite life. The goodwill represents business benefits the Company anticipates realizing in future periods and is expected to be deductible for tax purposes.

The
financial information in the table below summarizes the combined results of operations of the Company and Renex on a pro forma basis as of the year ended December 31, 2006, as though the
acquisition had occurred at the beginning of the years set forth below. This pro forma financial

69

---



information
is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition actually taken place at the
beginning of the twelve month period set forth below.

Year ended December 31, 2006Revenue

$
55,902Net income


8,219Basic net income per common share


0.49Diluted net income per common share


0.42


7. Restructuring Costs and Other Reserves

In connection with the acquisition of Web.com, the Company accrued, as part of its purchase price allocation, certain liabilities that represent the estimated costs of exiting
Web.com facilities, relocating Web.com employees, the termination of Web.com employees and the estimated cost to settle Web.com
legal matters that existed prior to the acquisition of approximately $11.6 million. As of December 31, 2007 the Company had a $10.8 million liability remaining for these
restructuring costs. These plans were formulated at the time of the closing of the Web.com acquisition. These restructuring costs and other reserves are expected to be paid through July 2010.

In
addition, as part of the liabilities assumed in the Web.com acquisition, the Company has assumed $2.9 million of restructuring obligations that were previously recorded by Web.com. These
costs include the exit of unused office space in which Web.com has remaining lease obligations as of September 30, 2007. As of December 31, 2007, the Company had a $2.6 million
liability remaining for these restructuring costs. These restructuring costs are expected to be paid through July 2010.

During
the year ended December 31, 2007, the Company executed a plan to restructure operations, which included the termination of certain employees and the closing of certain facilities (the
"2007 Plan") in September 2007. In accordance with the 2007 Plan, the Company closed its facilities in Los Angeles, California and Seneca Falls, New York. The closure of these locations resulted in
the termination of four employees. The Company recorded facility exit costs of $15 thousand, severance costs of $77 thousand for terminated employees, and $3 thousand in asset
disposals. In addition, the Company restructured other operations by terminating two employees and recorded a restructuring expense of $148 thousand. As of December 31, 2007, the Company
had a $111 thousand liability remaining for these restructuring costs. These restructuring costs are expected to be paid during 2008.

The
table below summarizes the activity of accrued restructuring costs and other reserves during the year ended December 31, 2007 (in thousands):

Balance as of
December 31,
2006

Additions

Reductions

Change in Estimates

Balance as of
December 31,
2007Merger related costs

$


$
11,593

$
(750
)
$


$
10,843Restructuring costs





3,119


(362
)




2,757Balance

$


$
14,712

$
(1,112
)
$


$
13,600


70

---



8. Goodwill and Intangible Assets

The Company's intangible assets are summarized as follows (in thousands):

December 31,Weighted-average
Amortization
period2007

2006Indefinite lived intangible assets:Goodwill

$
107,933

$
31,587Domain/Trade names


13,275


2,387Definite lived intangible assets:Non-compete agreements


3,239


1,920

36 monthsCustomer relationships


31,389


4,175

82 monthsDeveloped technology


27,309


1,100

71 monthsOther


89


83Accumulated amortization


(5,879
)

(2,075
)$
177,355

$
39,177


The
weighted-average amortization period for the amortizable intangible assets is approximately 74 months. Total amortization expense was $3.8 million, $900 thousand, and
$1.2 million for the years ended December 31, 2007, 2006 and 2005, respectively. At December 31, 2007, non-compete agreements have a useful life of between two and
three years, customer relationships have useful lives of between one and eight years, and developed technology has useful lives of between three and six years. The other intangible assets have useful
lives of between two and three years. Expected amortization expense for the next five years is as follows (in thousands):

2008

$
9,9022009


9,5742010


9,0512011


8,5302012


8,530Thereafter


10,560Total

$
56,147


The
following table summarizes changes in the Company's goodwill balances as required by SFAS No. 142 for the periods ended (in thousands):

December 31,2007

2006Goodwill balance at beginning of period

$
31,587

$
13,650Goodwill acquired during the period


76,346


17,937Goodwill impaired during the year





Goodwill balance at end of period

$
107,933

$
31,587


In
accordance with SFAS No. 142, the Company reviews goodwill balances for indicators of impairment on an annual basis and between annual tests if an event occurs or circumstances change that
would more likely than not reduce the fair value of goodwill below its carrying amount. Upon completion of the annual assessments, the Company determined that goodwill was not impaired.

71

---



Other
indefinite-lived intangible assets are tested for impairment annually and on an interim basis if events or changes in circumstances between annual tests indicate that the asset might be impaired
in accordance with SFAS No. 142. Upon completion of the annual assessments, the Company determined that its indefinite lived intangible assets were not impaired.

9. Operating Leases

The Company rents its principal office in Jacksonville, Florida, under an operating lease that expires upon the occupancy of a different facility managed by the same lessor. On
December 4, 2007, the Company signed a new lease agreement to move its principal office to another facility in Jacksonville,
Florida. The term of the new lease will be 11 years from the date of occupancy, which is expected to be mid-2008.

In
connection with the acquisition of LEADS.com, the Company assumed the operating lease for LEADS.com's principal office in Manassas, Virginia that expires September 30, 2014 and the Company
also entered into an operating lease for LEADS.com's secondary office in Norton, Virginia that expires November 30, 2008.

In
connection with the acquisition of EBOZ, the Company assumed the operating lease for office space in Los Angeles, California that expires in March 2008. As of September 30, 2007, we closed
the Los Angeles facility; however, we were obligated to continue the lease terms until expiration.

In
connection with the acquisition of 1ShoppingCart.com, the Company assumed the operating lease for office space in Barrie, Ontario, Canada that expired in March 2007. On December 28, 2006,
the Company entered into an operating lease for the 1ShoppingCart operations center beginning in March 2007 and expiring in May 2012, with one renewal option for five additional years.

In
connection with the acquisition of Renex, the Company assumed the operating lease for office space in Halifax, Nova Scotia that expires in May 2009.

In
connection with the acquisition of Submitawebsite, Inc., the Company assumed the operating lease for office space in Scottsdale, Arizona that expires in July 2008.

In
connection with the acquisition of Web.com, Inc., the Company assumed the operating leases for office spaces in Atlanta, Georgia, which expires in July 2009 and 2010; Houston, Texas, which
expires in August 2011; Tukwila, Washington which expires in March 2010; and Concord, Massachusetts, which expires in April 2008.

In
addition to building leases, the Company leases equipment under non-cancelable operating leases that expire through 2009.

Rental
expense for the leased facilities and equipment amounted to approximately $1.7 million, $1.2 million and $894 thousand for the years ended December 31, 2007, 2006
and 2005, respectively. Accrued rent expense was $105 thousand and $158 thousand as of December 31, 2007 and 2006, respectively.

72

---



As
of December 31, 2007, future minimum rental payments required under operating leases that have initial or remaining non-cancelable terms in excess of one year, including the
leases described above, are as follows (in thousands):

Minimum
Rental
Payments

Less:
Sublease
Rentals

Net Minimum
Rental
Payments2008

$
3,816

$
(896
)
$
2,9202009


4,515


(691
)

3,8242010


3,245


(269
)

2,9762011


2,202


(158
)

2,0442012


2,044





2,044Thereafter


13,312





13,312$
29,134

$
(2,014
)
$
27,120


10. Long-Term Debt and Capital Lease Obligations

Long-Term Debt

To finance the purchase of the domain name, www.leads.com, in August 2004, LEADS.com signed a $500 thousand non-interest bearing note agreement with the
owner of the domain name. The collateral for this note is the www.leads.com domain name. The note is payable in quarterly installments over 5 years. The imputed interest rate is 5.25%. As of
December 31, 2007 and 2006, the remaining balance was $162 thousand and $257 thousand, respectively.

At
the closing of the Web.com merger on September 30, 2007, the Company assumed approximately $1.3 million in outstanding indebtedness to US Bancorp Oliver-Allen Technology. The
promissory note is payable through January 2009 in monthly installments of approximately $94 thousand and bears an interest rate of 6.75%. In addition, the promissory note is collateralized by
$1.3 million of cash, which is included in non-current restricted investments. As of December 31, 2007, the remaining balance was $1.1 million. This promissory note
was subsequently paid in full on March 5, 2008.

At
the closing of the Web.com merger on September 30, 2007, the Company assumed approximately $998 thousand in an outstanding line of credit to Web Service Company, Inc. The line
of credit bore an interest rate of 3%, but was subsequently paid in full in October 2007.

The
required minimum payments on the note as of December 31, 2007 are (in thousands):

2008

$
1,2332009


59Total


1,292Less imputed interest


(47
)1,245Less current portion


(1,186
)Total notes payable, long term

$
59


73

---



Capital Lease Obligations

The Company leases various types of computer and office equipment under non-cancelable lease agreements that expire through 2008. The required minimum payments on
the capital leases as of December 31, 2007 are (in thousands):

2008


1Total


1Less imputed interest


1Less current portion


(1
)Total obligations under capital leases, long term

$



11. Stock-Based Compensation

Effective January 1, 2006, the Company adopted SFAS No. 123(R),Share-Based Payment. Previously, the Company
expensed share-based payments as permitted under SFAS No. 123, Accounting for Stock-Based Compensation. Since the Company previously adopted the
expense recognition provisions of SFAS No. 123 and the Company's options vest on a monthly basis, the adoption of SFAS No. 123(R) had no material impact on its financial statements. The
Company has elected to use the with and without methodology for determining whether an excess tax benefit has been realized.

Equity Incentive Plans

An Equity Incentive Plan ("1999 Plan") was adopted by the Company's Board of Directors and approved by its stockholders on April 5, 1999. The 1999 Plan was amended in
June 1999, May 2000, May 2002 and November 2003 to increase the number of shares available for awards. The 1999 Plan as amended provides for the grant of incentive stock options,
non-statutory stock options, and stock bonuses to the Company's employees, directors and consultants. As of December 31, 2007, the Company has reserved 4,074,428 shares of common
stock for issuance under this plan. Of the total reserved as of December 31, 2007, options to purchase a total of 2,489,279 shares of the Company's common stock were held by participants under
the plan, options to purchase 1,445,567 shares of common stock have been issued and exercised and options to purchase 139,582 shares of common stock were cancelled and became available under the 2005
Equity Incentive Plan (the "2005 Plan") and are currently available for future issuance.

The
Board of Directors administers the 1999 Plan and determines the terms of options granted, including the exercise price, the number of shares subject to individual option awards and the vesting
period of options, within the limits set forth in the 1999 Plan itself. Options under the 1999 Plan have a maximum term of 10 years and vest as determined by the Board of Directors. Options
granted under the 1999 Plan generally vest either over 30 or 48 months. All options granted during 2002 vest over 30 months, and in general all other options granted vest over
48 months. The exercise price of non-statutory stock options and incentive stock options granted shall not be less than 85% and 100%, respectively, of the fair market value of the
stock subject to the option on the date of grant. No 10% stockholder is eligible for an incentive or non-statutory stock option unless the exercise price of the option is at least 110% of
the fair market value of the stock at date of grant. The 1999 Plan terminated upon the Closing of the company's initial public offering in November 2005.

The
Company's Board of Directors adopted, and its stockholders approved, the 2005 Equity Incentive Plan that became effective November 2005. As of December 31, 2007, the Company has reserved
2,027,994 shares for equity incentives to be granted under the plan. The option exercise price cannot be

74

---



less
than the fair value of the Company's stock on the date of grant. Options generally vest ratably over the three or four years, are contingent upon continue employment, and generally expire ten
years from the grant date. As of December 31, 2007, 1,777,977 shares were reserved for future issuance under the plan and 21,899 shares have been issued and exercised.

The
Company's Board of Directors adopted, and its stockholders approved, the 2005 Non-Employee Directors' Stock Option Plan (the "2005 Directors Plan"), which became effective November
2005. The 2005 Directors Plan calls for the automatic grant of nonstatutory stock options to purchase shares of common stock to nonemployee directors. The aggregate number of shares of common stock
that was authorized pursuant to options granted under this plan is 760,000 shares. As of December 31, 2007, options to purchase a total of 356,250 shares of the Company's common stock were held
by participants under the plan, no options have been exercised and 403,750 shares of common stock were available for future issuance. On January 25, 2007, the Board of Directors adopted, and on
May 8, 2007, its stockholders approved, an amendment to the 2005 Directors Plan to modify, among other things, the initial and annual grants to non-employee directors by providing
for restricted stock grants and reducing the size of the option grants.

The
Company's Board of Directors adopted, and its stockholders approved, the 2005 Employee Stock Purchase Plan (the "ESPP"), which became effective November 2005. The ESPP authorizes the issuance of
534,603 shares of common stock pursuant to purchase rights granted to the Company's employees or to employees of any of its affiliates. The ESPP is intended to qualify as an "employee stock purchase
plan" within the meaning of Section 425 of the Internal Revenue Code. As of December 31, 2007, no shares have been issued under the ESPP.

In
connection with the acquisition of Web.com, the Company assumed outstanding options initially granted under five additional stock option plans, the Web.com 2006 Equity Incentive Plan (the "Web.com
2006 Plan"), the Web.com 2005 Equity Incentive Plan (the "Web.com 2005 Plan"), the Web.com 2002 Equity Incentive Plan (the "Web.com 2002 Plan"), the Web.com 2001 Equity Incentive Plan (the "Web.com
2001 Plan") and the Web.com 1995 Stock Option Plan (the "Web.com 1995 Plan"), collectively referred to as the "Web.com Option Plans". Options issued under the Web.com Option Plans have an option term
of 10 years. Exercise prices of options under the Web.com Option Plans are 100% of the fair market value of the Web.com common stock on the date of grant. The Company has reserved
2,424,558 million shares for issuance upon the exercise of outstanding options under the Web.com Option Plans. As of December 31, 2007, options to purchase a total of 2,269,193 shares of
the Company's common stock were held by participants under the plan and 150,417 options have been exercised. All awards outstanding under the Web.com Option Plans continue in accordance with their
terms and are fully vested, but no further awards will be granted under those plans.

The
Board of Directors, or a committee thereof, administers all of the equity incentive plans and determines the terms of options granted, including the exercise price, the number of shares subject to
individual option awards and the vesting period of options, within the limits set forth in the stock option plans. Options have a maximum term of 10 years and vest as determined by the Board of
Directors.

The
fair value of each option award is estimated on the date of the grant using the Black Scholes option valuation model and the assumptions noted in the following table. Expected volatility rates are
based on publicly traded industry comparables and their historical volatility on the date of the grant. The expected term of options granted represents the period of time that they are expected to be

75

---



outstanding.
The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.

Year Ended December 31,2007

2006

2005Risk-free interest rate

3.23-5.18
%
4.27-5.15
%
3.86-5.10
%Dividend yield

0
%
0
%
0
%Expected life (in years)

5

5

5-7Volatility

53-60
%
62-70
%
0-83
%(1)


---

Stock Option Activity

The following table summarizes option activity for all of the Company's stock options:

|                                 |  | Shares
Covered
by
Options |   | Exercise
Price per
Share |  | Weighted
Average
Exercise
Price |  | Weighted
Average
Remaining
Contractual Term |  | Aggregate
Intrinsic Value
(in thousands)
|-------------------------------- |  | ------------------------- | - | ------------------------ |  | ------------------------------- |  | ------------------------------------------- |  | ----------------------------------------
|Balance, December 31, 2006       |  | 4,072,812                 |   | .50 to 14.05             |  | 5.29                            |  |                                             |  |                                         
|Granted                          |  | 1,599,700                 |   | 8.70 to 10.52            |  | 9.45                            |  |                                             |  |                                         
|Assumed in Web.com merger        |  | 2,424,558                 |   | 2.77 to 193.02           |  | 5.61                            |  |                                             |  |                                         
|Exercised                        |  | (845,015                  | ) | .50 to 11.25             |  | 3.39                            |  |                                             |  |                                         
|Forfeited                        |  | (276,392                  | ) | 2.15 to 14.05            |  | 9.78                            |  |                                             |  |                                         
|Expired                          |  | (102,201                  | ) | 2.00 to 46.55            |  | 10.24                           |  |                                             |  |                                         
|                                 |  |                           |   |                          |  |                                 |  |                                             |  |                                         
|Balance, December 31, 2007       |  | 6,873,462                 |   | .50 to 193.02            |  | 6.36                            |  | 6.89                                        |  | $                                       
|                                 |  |                           |   |                          |  |                                 |  |                                             |  |                                         
|Exercisable at December 31, 2007 |  | 5,039,044                 |   | .50 to 193.02            |  | 5.15                            |  | 6.16                                        |  | $                                       
|                                 |  |                           |   |                          |  |                                 |  |                                             |  |                                         

Compensation
costs related to the Company's share-based plans were $3.4 million, $2.0 million, and $795 thousand for the years ended 2007, 2006 and 2005, respectively.
Compensation expense is generally recognized on a straight-line basis over the vesting period of grants. As of December 31, 2007, the Company had $8.2 million of unrecognized
compensation costs related to share-based payments, which the Company expects to recognize through October 2011.

The
total intrinsic value of options exercised during the years ended December 31, 2007, 2006, and 2005 was $4.71 million, $4.58 million, and $558 thousand, respectively.
The weighted average grant-date fair value of options granted during the years ended December 31, 2007, 2006 and 2005 was $5.03, $6.58, and $2.79, respectively. The fair value of
shares vested during the years ended December 31, 2007, 2006, and 2005 was $3.3 million, $2.1 million, and $369 thousand, respectively.

The
following activity occurred under the Company's equity incentive plans during the year ended December 31, 2007:

Unvested Shares

Shares

Weighted
Average
Grant-
Date Fair ValueUnvested at December 31, 2006

1,300,070

$
3.88Granted

1,599,700


5.03Vested

(788,960
)

4.18Forfeited

(276,392
)

5.33Unvested at December 31, 2007

1,834,418


4.52


76

---



Price
ranges of outstanding and exercisable options as of December 31, 2007 are summarized below:

Outstanding Options

Exercisable OptionsExercise Price

Number
of Options

Weighted
Average
Remaining
Life (Years)

Weighted
Average
Exercise
Price

Number
of Options

Weighted
Average
Exercise
Price$0.50

561,463

4.41

$
.50

561,463

$
.50$2.002.99

1,090,799

5.69


2.04

1,090,799


2.04$3.003.99

1,427,643

5.74


3.36

1,427,643


3.37$4.006.99

445,100

6.89


5.09

437,252


5.10$7.009.99

1,943,559

8.06


8.88

1,000,230


8.83$10.0019.99

1,352,291

8.61


10.72

469,050


11.18$20.00193.02

52,607

2.62


44.51

52,607


44.516,873,462






5,039,044


Restricted Stock Activity

The following information relates to awards of restricted stock that has been granted to non-employee directors under our 2005 Non-Employee Directors'
Stock Option Plan. The restricted stock is not transferable until vested and the restrictions lapse upon the completion of a certain time period, usually over a one-year period. The fair
value of each restricted stock grant is based on the closing price of the Company's stock on the date of grant and is amortized to compensation expense over its vesting period. At December 31,
2007, there were 39,500 shares of restricted stock outstanding.

The
following activity occurred under the Company's restricted stock plan during the year ended December 31, 2007:

Restricted Stock Activity

Shares

Weighted
Average
Grant-Date Fair ValueRestricted stock outstanding at December 31, 2006



$
Granted

43,750


9.73Lapse of restriction

(4,250
)

9.87Restricted stock outstanding at December 31, 2007

39,500

$
9.72


Compensation
expense for the year ended December 31, 2007 was approximately $169 thousand. As of December 31, 2007, there was approximately $257 thousand of total
unamortized compensation cost related to the restricted stock outstanding.

12. Common Shares Reserved

The Company had reserved the following number of shares of common stock for future issuance:

|                                                     |  | December 31,
|---------------------------------------------------- |  | ------------
|
|Outstanding stock options                            |  | 6,873,462   
|Options available for future grants and other awards |  | 1,166,471   
|Warrants outstanding                                 |  | 279,896     
|Escrow shares relating to the Renex acquisition      |  | 139,461     
|                                                     |  |             
|Total common shares reserved                         |  | 8,459,290   
|                                                     |  |             

77

---



On January 30, 2008, the Board of Directors granted to various employees options exercisable for an aggregate of 213,850 shares of the Company's common stock with an exercise price of
$9.31. These options will vest monthly over a four-year period.

13. Common Stock

On November 7, 2005, the Company completed its initial public offering by issuing 4,800,000 shares of its common stock (1,673,390 of new shares and 3,126,610 of treasury
stock) at $10.00 per share. The Company received net proceeds of $41.6 million after deducting underwriter commissions and transaction expenses.

On
August 2, 2006, the Company completed a secondary offering whereby certain stockholders sold 3,339,126 common shares and the Company sold 200,000 common shares to the public at a price of
$9.25 per share. The net proceeds of the offering to the Company were approximately $1.0 million after deducting underwriting discounts and other costs.

On
September 30, 2006, the Company had reserved in escrow 278,922 shares of its common stock if certain conditions were met as agreed to in the purchase agreement with Compass Capital. As of
September 30, 2007, certain conditions were met and the Company issued 139,461 shares of its common stock to Compass Capital. The remaining shares will be issued on September 30, 2009 if
certain conditions are met. See Note 6 for a discussion of escrowed common stock in connection with the Renex acquisition.

On
September 30, 2007, the Company issued approximately 9.2 million shares of its common stock in connection with its merger with Web.com, Inc. See Note 6 for a discussion
of this transaction.

14. Preferred Stock and Warrants

Series A and B Convertible Redeemable Preferred Stock

All Series A and B convertible redeemable preferred stock was converted to common stock in November 2005 in connection with the initial public offering.

Dividends

The holders of Series A convertible redeemable preferred stock were entitled to receive cumulative dividends, prior and in preference to any declaration or payment of
any dividend on the common stock or any other shares of capital stock of the Company at an annual rate of 8% of the Original Series A Issue Price per share. These dividends accrued (whether or
not earned or declared by the Board of Directors) and compounded annually and were cumulative as to any shares of Series A convertible redeemable preferred stock from the date on which such
share is first issued and was payable in arrears, when and as declared by the Board of Directors. Upon the determination of the Board of Directors of the Company, including the directors elected by
the holders of the Series A convertible redeemable preferred stock, such dividends would have been paid in shares of Series A convertible redeemable preferred stock valued at the
Original Series A Issue Price. Accordingly, dividends on the Series A convertible redeemable preferred stock were being accreted annually. However, because the Series A
convertible redeemable preferred stock converted into common stock, the accrued and unpaid dividends will not be paid in either cash or stock.

78

---



Warrants

The Company has issued warrants to its placement agent to purchase 281,347 shares of common stock with an exercise price of $2.879. As of December 31, 2007, the
outstanding warrants and its expiration dates are as follow:

Shares Issuable Under Exercise of
Warrants Outstanding:

Expiration
Date:208,405

November 200871,491

April 2009279,896


15. Income Taxes

The provision (benefit) for income taxes consisted of the following for the years ended December 2007, 2006, and 2005:

2007

2006

2005Current expense (benefit):Federal

127

106

State





Foreign

231



Deferred expense (benefit):Federal

1,093

(3,007
)
State

653

(299
)
Foreign

(27
)


Total tax expense (benefit)

2,077

(3,200
)



As
of December 31, 2007 and 2006, the Company had federal net operating loss carryforwards of approximately $217.8 million and $50.6 million, respectively, which begin to expire
in the year 2019. The net operating losses at December 31, 2007 include approximately $171.8 million obtained through acquisitions during 2007. The tax benefit of acquired net operating
loss carryforwards will reduce goodwill and other acquired intangibles when realized.

The
net operating loss carryforwards are subject to various limitations under Section 382 of the Internal Revenue Code. Accordingly, the Company estimates that at least $146.9 million of
net operating loss carryforwards will be available during the carryforward period. An additional amount may be available as a result of recognized built in gains during the five-year
period following the change in ownership.

Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax

79

---



purposes.
Significant components of the Company's deferred tax assets and liabilities are as follows at December 31 (in thousands):

2007

2006Deferred tax assets:Current:Net operating loss carryforwards

$
1,231

$
2,100Allowance for doubtful accounts


392


87Deferred rent


27


40Stock based compensation


47


Accrued restructuring costs and other reserves


3,937


5,634


2,227Less: valuation allowance


(3,744
)

(1,696
)Net current deferred tax assets


1,890


531Noncurrent:Fixed assets basis


236


184Intangible basis


1,881


2,646Stock based compensation


815


383Accrued restructuring costs and other reserves


1,183


Alternative minimum tax credit


275


129Net operating loss carryforwards


54,514


9,53058,904


12,872Less: valuation allowance


(38,977
)

(9,800
)Net noncurrent deferred tax assets


19,927


3,072Deferred tax liabilities:Current:Deferred revenue


106


Intangible basis


61


Total current deferred tax liabilities


167


Noncurrent:Acquired intangibles


23,271


403Deferred revenue


7Total noncurrent deferred tax liabilities


23,278


403Net current deferred tax asset (liability)


1,723


Net noncurrent deferred tax asset (liability)


(3,351
)

2,669Net deferred tax asset (liability)

$
(1,628
)
$
3,200


The
valuation allowance increased by approximately $31.2 million during 2007 and decreased by $5.2 million during 2006. The change in the valuation allowance from 2006 to 2007 is
primarily attributable to the acquisition of Web.com during 2007. The change in the valuation allowance from 2006 to 2005 is primarily attributable to utilization of net operating losses for
$2.0 million and the release of valuation reserve of $3.2 million.

80

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The
provision (benefit) for income taxes differs from the amount computed by applying the statutory U.S. federal income tax rates as a result of the following:

|                                                |  | 2007 |   | 2006  |    | 2005  |  
|----------------------------------------------- |  | ---- | - | ----- | -- | ----- | -
|U.S statutory rate                              |  | 34.0 | % | 34.0  | %  | 34.0  | %
|State income taxes (net of federal tax benefit) |  | 4.0  |   | 4.0   |    | 4.0   |  
|Incentive stock options                         |  | 21.9 |   | 2.2   |    | 22.5  |  
|Change in valuation allowance                   |  |     |   | (97.2 | )  | (57.9 | )
|Other                                           |  | 0.3  |   | (2.3  | )  | (2.6  | )
|                                                |  |      |   |       |    |       |  
|                                                |  | 60.2 | % | (59.3 | )% |      | %
|                                                |  |      |   |       |    |       |  

The
Company adopted the provisions of FASB Interpretation No. 48 (FIN 48),Accounting for Uncertainty in Income Taxesan Interpretation of FASB
Statement No. 109,on January 1, 2007. The Company did not have any unrecognized tax benefits and there was no effect on its financial condition or results of
operations as a result of implementing FIN 48. The Company is subject to audit by the IRS and various states for all years since inception. The Company does not believe there will be any
material changes in its unrecognized tax positions over the next 12 months. The Company's policy is that it recognizes interest and penalties accrued on any unrecognized tax benefits as a
component of income tax expense. As of the date of adoption of FIN 48, the Company did not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any
interest expense recognized during the year ended December 31, 2007. In addition, there were no changes to the unrecognized tax benefit during 2007.

16. Employee Savings Plan

Effective August 1, 2000, the Company established a 401(k) savings plan designed to qualify under Section 401(k) of the Internal Revenue Code. All employees who
completed three months of service are eligible to participate in the plan. Each participant may contribute to the plan up to the maximum allowable amount as determined by the Federal Government.
Employee 401(k) deferrals are 100% vested. Company contributions are subject to a vesting schedule based on years of service. The Company began making contributions to the plan in 2004. The Company
recorded contribution expense of $232 thousand, $136 thousand and $81 thousand for 2007, 2006 and 2005, respectively.

17. Related Party Transactions

The Company purchases online marketing services, including online advertising, from The Search Agency, Inc. ("TSA"), an entity in which the Company's President and
Director, Jeffrey M. Stibel, has an equity interest. Mr. Stibel is also a member and chairman of the Board of Directors of TSA. The Company's purchases of online marketing services from TSA are
made pursuant to the Company's standard form of purchase order. The purchase order imposes no minimum commitment or long-term obligation on the Company. The Company may terminate the
arrangement at any time. The Company pays TSA fees equal to a specified percentage of the Company's purchases of online advertising made through TSA. The Company believes that the services it
purchases from TSA, and the prices it pays, are competitive with or superior to those available from alternative providers. The total amount of fees paid to TSA for services rendered for the year
ended December 31, 2007 was $111 thousand, and $44 thousand was accrued at year end. No fees were paid to TSA prior to October 1, 2007.

2. Financial Statement Schedules

The information required by Schedule II, Valuation and Qualifying Accounts, is included in Note 4 to the Consolidated Financial Statements. All other financial
statement schedules are not applicable.

81

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3. Exhibits.

|Exhibit No. |  | Description of Document                                                                                                                                                                                                                                                                                                   
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1         |  | Agreement and Plan of Merger and Reorganization dated June 26, 2007 by and among Website Pros, Inc. Augusta Acquisition Sub, Inc., and Web.com, Inc.(1)                                                                                                                                                                   
|3.1         |  | Amended and Restated Certificate of Incorporation of Website Pros, Inc.(2)                                                                                                                                                                                                                                                
|3.2         |  | Amended and Restated Bylaws of Website Pros, Inc.(3)                                                                                                                                                                                                                                                                      
|4.1         |  | Reference is made to Exhibits 3.1 and 3.2                                                                                                                                                                                                                                                                                 
|4.2         |  | Specimen Stock Certificate.(2)                                                                                                                                                                                                                                                                                            
|4.3         |  | Warrant dated December 10, 2003, exercisable for 208,405 shares of common stock.(2)                                                                                                                                                                                                                                       
|4.4         |  | Warrant dated April 27, 2004, exercisable for 72,942 shares of common stock.(2)                                                                                                                                                                                                                                           
|10.1        |  | 1999 Equity Incentive Plan and forms of related agreements.(2)                                                                                                                                                                                                                                                            
|10.2        |  | 2005 Equity Incentive Plan and forms of related agreements.(2)                                                                                                                                                                                                                                                            
|10.3        |  | 2005 Non-Employee Directors' Stock Option Plan and forms of related agreements.(2)                                                                                                                                                                                                                                        
|10.4        |  | 2005 Employee Stock Purchase Plan.(2)                                                                                                                                                                                                                                                                                     
|10.5        |  | Executive Severance Benefit Plan.(2)+                                                                                                                                                                                                                                                                                     
|10.6        |  | Form of Indemnity Agreement entered into between the registrant and certain of its officers and directors. (2)                                                                                                                                                                                                            
|10.7        |  | Employment Agreement with David L. Brown, dated June 1, 2005.(2)+                                                                                                                                                                                                                                                         
|10.8        |  | Employment Agreement with Kevin M. Carney, dated June 1, 2005.(2)+                                                                                                                                                                                                                                                        
|10.9        |  | Lease by and between Flagler Development Company and the registrant, dated as of January 17, 2003.(2)                                                                                                                                                                                                                     
|10.10       |  | Commercial Rental Agreement by and between Innuity, Inc. and R.I.N. Corporation, and Mountain Real Estate & Property Management, Inc., dated as of April 21, 2000, as amended by Lease addendum to lease dated April 21, 2000
by and between Points North Associates, LLC and the registrant, dated as of May 26, 2004.(2)
|10.11       |  | Lease for 10021 Balls Ford Road, Manassas, Virginia, by and between the registrant and GDR Manassas, LLP, dated September 8, 2004.(2)                                                                                                                                                                                     
|10.12       |  | Employment Agreement by and between Website Pros, Inc. and Jeffrey M. Stibel, dated as of June 26, 2007.(4)+                                                                                                                                                                                                              
|10.13       |  | Employment Agreement by and between Website Pros, Inc. and William Henry Borzage, Jr., dated as of June 26, 2007.(4)+                                                                                                                                                                                                     
|10.14       |  | Employment Agreement by and between Website Pros, Inc. and Vikas Rijsinghani, dated as of June 26, 2007.(4)+                                                                                                                                                                                                              
|10.15       |  | Noncompetition Agreement by Jeffrey M. Stibel, dated as of June 26, 2007.(4)+                                                                                                                                                                                                                                             
|10.16       |  | Noncompetition Agreement by William Henry Borzage, Jr., dated as of June 26, 2007.(4)+                                                                                                                                                                                                                                    
|10.17       |  | Noncompetition Agreement by Vikas Rijsinghani, dated as of June 26, 2007.(4)+                                                                                                                                                                                                                                             
|10.18       |  | Compensatory arrangements of certain officers.(5)+                                                                                                                                                                                                                                                                        
|14.1        |  | Code of Conduct.(2)                                                                                                                                                                                                                                                                                                       

82

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|21.1 |  | Subsidiaries of the registrant.                                                                                                                   
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|23.1 |  | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.                                                                      
|24.1 |  | Power of Attorney (included in the signature page hereto).                                                                                        
|31.1 |  | CEO Certification required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                   
|31.2 |  | CFO Certification required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                   
|32.1 |  | Certification required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).
|32.2 |  | Certification required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).

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83

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.

|                   |  | WEBSITE PROS, INC.(Registrant)                                                                        
|------------------ |  | ------------------------------------------------------------------------------------------------------
|March 11, 2008Date |  | /s/KEVIN M. CARNEYKevin M. Carney
Chief Financial Officer
(Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David L. Brown and Kevin M. Carney, and each of them, as his true
and lawful attorneys-in-fact and agents, with full power of substitution for him, and in his name in any and all capacities, to sign any and all amendments to this
Form 10-K, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and any of them or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant
to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities indicated on March 11, 2008:

|Name                                        |  | Title                                                                          
|------------------------------------------- |  | -------------------------------------------------------------------------------
|/s/DAVID L. BROWNDavid L. Brown             |  | Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
|/s/KEVIN M. CARNEYKevin M. Carney           |  | Chief Financial Officer
(Principal Financial and Accounting Officer)           
|/s/JEFFREY M. STIBELJeffrey M. Stibel       |  | President and Director                                                         
|/s/TIMOTHY I. MAUDLINTimothy I. Maudlin     |  | Lead Director                                                                  
|/s/HUGH M. DURDENHugh M. Durden             |  | Director                                                                       
|/s/ALEX KAZERANIAlex Kazerani               |  | Director                                                                       
|/s/JULIUS GENACHOWSKIJulius Genachowski     |  | Director                                                                       
|/s/ROBERT S. MCCOY, JR.Robert S. McCoy, Jr. |  | Director                                                                       

84

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EXHIBIT INDEX

|Exhibit No. |  | Description of Document                                                                                                                                                                                                                                                                                                   
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1         |  | Agreement and Plan of Merger and Reorganization dated June 26, 2007 by and among Website Pros, Inc. Augusta Acquisition Sub, Inc., and Web.com, Inc.(1)                                                                                                                                                                   
|3.1         |  | Amended and Restated Certificate of Incorporation of Website Pros, Inc.(2)                                                                                                                                                                                                                                                
|3.2         |  | Amended and Restated Bylaws of Website Pros, Inc.(3)                                                                                                                                                                                                                                                                      
|4.1         |  | Reference is made to Exhibits 3.1 and 3.2                                                                                                                                                                                                                                                                                 
|4.2         |  | Specimen Stock Certificate.(2)                                                                                                                                                                                                                                                                                            
|4.3         |  | Warrant dated December 10, 2003, exercisable for 208,405 shares of common stock.(2)                                                                                                                                                                                                                                       
|4.4         |  | Warrant dated April 27, 2004, exercisable for 72,942 shares of common stock.(2)                                                                                                                                                                                                                                           
|10.1        |  | 1999 Equity Incentive Plan and forms of related agreements.(2)                                                                                                                                                                                                                                                            
|10.2        |  | 2005 Equity Incentive Plan and forms of related agreements.(2)                                                                                                                                                                                                                                                            
|10.3        |  | 2005 Non-Employee Directors' Stock Option Plan and forms of related agreements.(2)                                                                                                                                                                                                                                        
|10.4        |  | 2005 Employee Stock Purchase Plan.(2)                                                                                                                                                                                                                                                                                     
|10.5        |  | Executive Severance Benefit Plan.(2)+                                                                                                                                                                                                                                                                                     
|10.6        |  | Form of Indemnity Agreement entered into between the registrant and certain of its officers and directors. (2)                                                                                                                                                                                                            
|10.7        |  | Employment Agreement with David L. Brown, dated June 1, 2005.(2)+                                                                                                                                                                                                                                                         
|10.8        |  | Employment Agreement with Kevin M. Carney, dated June 1, 2005.(2)+                                                                                                                                                                                                                                                        
|10.9        |  | Lease by and between Flagler Development Company and the registrant, dated as of January 17, 2003.(2)                                                                                                                                                                                                                     
|10.10       |  | Commercial Rental Agreement by and between Innuity, Inc. and R.I.N. Corporation, and Mountain Real Estate & Property Management, Inc., dated as of April 21, 2000, as amended by Lease addendum to lease dated April 21, 2000
by and between Points North Associates, LLC and the registrant, dated as of May 26, 2004.(2)
|10.11       |  | Lease for 10021 Balls Ford Road, Manassas, Virginia, by and between the registrant and GDR Manassas, LLP, dated September 8, 2004.(2)                                                                                                                                                                                     
|10.12       |  | Employment Agreement by and between Website Pros, Inc. and Jeffrey M. Stibel, dated as of June 26, 2007.(4)+                                                                                                                                                                                                              
|10.13       |  | Employment Agreement by and between Website Pros, Inc. and William Henry Borzage, Jr., dated as of June 26, 2007.(4)+                                                                                                                                                                                                     
|10.14       |  | Employment Agreement by and between Website Pros, Inc. and Vikas Rijsinghani, dated as of June 26, 2007.(4)+                                                                                                                                                                                                              
|10.15       |  | Noncompetition Agreement by Jeffrey M. Stibel, dated as of June 26, 2007.(4)+                                                                                                                                                                                                                                             
|10.16       |  | Noncompetition Agreement by William Henry Borzage, Jr., dated as of June 26, 2007.(4)+                                                                                                                                                                                                                                    
|10.17       |  | Noncompetition Agreement by Vikas Rijsinghani, dated as of June 26, 2007.(4)+                                                                                                                                                                                                                                             
|10.18       |  | Compensatory Arrangements of certain officers.(5)+                                                                                                                                                                                                                                                                        

85

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|14.1 |  | Code of Conduct.(2)                                                                                                                               
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|21.1 |  | Subsidiaries of the registrant.                                                                                                                   
|23.1 |  | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.                                                                      
|24.1 |  | Power of Attorney (included in the signature page hereto).                                                                                        
|31.1 |  | CEO Certification required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                   
|31.2 |  | CFO Certification required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                   
|32.1 |  | Certification required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).
|32.2 |  | Certification required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).

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