EXHIBIT 4.07


                                                                  EXECUTION COPY


                                 INTERLAND, INC.


                                December 31, 2002



Mr. Bryan Heitman
6338 N. Camden Avenue, Apt. 1
Kansas City, MO 64151

Mr. Gabriel Murphy
905 Saints Court
Marietta, GA 30068

         Re:  Amendment No. 3 to Stock Rights Agreement

Gentlemen:

     I am writing to confirm our agreement  amending the Stock Rights  Agreement
by and among  Interland,  Inc.,  Bryan  Heitman and Gabriel  Murphy  dated as of
February 8, 2002,  as amended  March 28, 2002,  and as further  amended July 11,
2002 (the "Stock Rights  Agreement").  Our agreement is to amend Section 3(d) of
the Stock Rights Agreement as follows:

     1. The parties have agreed to eliminate the contractual  lock-up period set
forth in the Stock Rights Agreement.  Accordingly, Section 3 of the Stock Rights
Agreement is deleted in its entirety and the  following is  substituted  in lieu
thereof, effective immediately:

          3.   Use of Proceeds.  Mr.  Murphy  covenants and agrees to use 50% of
               the proceeds (net of reasonable provisions for federal, state and
               local taxes and of brokers' fees) of the sale of his  Registrable
               Securities to reduce his obligations  under the Promissory  Notes
               (described in Section 3(c)), except that no payment shall be made
               in respect of the 468,750  shares sold by Mr. Murphy to Interland
               as of July 11, 2002.

     2. In addition,  other references to "Section 3" contained elsewhere in the
Stock Rights Agreement shall be deemed to be deleted in their entirety.


<PAGE>
                                                               Mr. Bryan Heitman
                                                              Mr. Gabriel Murphy
                                                               December 31, 2002
                                                                          Page 2



     3. For purposes of "notice" under the Stock Rights  Agreement,  the address
of Gabriel Murphy set forth above shall be used.

     4.  Interland,  Inc.  shall  continue to use its best  efforts to cause the
Registration Statement to be declared effective by the SEC. It is understood and
agreed that the remedies heretofore provided to Mr. Heitman and Mr. Murphy shall
not in any way reduce or impair Interland's obligation to continue to diligently
pursue effective  registration of the shares of Common Stock held by Mr. Heitman
and Mr. Murphy.

     5. Except as expressly  amended hereby,  the Stock Rights Agreement and all
of its  provisions  shall  remain in full  force and  effect.  The Stock  Rights
Agreement (together with this Amendment No. 3) contains the entire agreement and
understanding  among the  parties  hereto  with  respect to the  subject  matter
hereof.

     6. This  Amendment  No. 3 is  effective  on and as of the date first  above
written  (the date upon which the parties  reached  agreement),  even though the
individual  parties may have signed  this  Agreement  No. 3 after such date when
their agreement was documented.

     7. Pursuant to the Merger Agreement, two restrictive legends were placed on
shares of Common Stock.

          Form One: "The shares  represented by this  certificate  have not been
          registered under the Securities Act of 1933, as amended,  or under the
          securities laws of any other jurisdiction, in reliance upon exemptions
          from  the   registration   requirements   of  such  laws.  The  shares
          represented  by  this   certificate  may  not  be  sold  or  otherwise
          transferred,  nor will an assignee or endorsee hereof be recognized as
          an  owner  of the  shares  by the  issuer  unless  (i) a  registration
          statement  under  the  Securities  Act of 1933  and  other  applicable
          securities laws with respect to the shares and the transfer shall then
          be in effect,  or (ii)  permitted  by the Stock Rights  Agreement  (as
          identified  in  Sections  7.2(e) and  7.3(e)),  and in the  opinion of
          counsel  reasonably   satisfactory  to  the  issuer,  the  shares  are
          transferred  in a  transaction  which is exempt from the  registration
          requirements of such laws."

          Form Two: "The shares represented by this certificate are subject to a
          Stock Rights  Agreement  dated  February  2002,  which  restricts  the
          transfer of the shares.  A copy of such  Agreement may be inspected at
          the principal  office of Interland,  Inc, 303 Peachtree Center Avenue,
          Suite 500, Atlanta, GA 30303.


<PAGE>
                                                               Mr. Bryan Heitman
                                                              Mr. Gabriel Murphy
                                                               December 31, 2002
                                                                          Page 3



     Interland. Inc. shall (i) immediately instruct its transfer agent to remove
Form Two of the restrictive  legends from such shares of Common Stock,  and (ii)
upon the SEC declaring the  Registration  Statement on Form S-3 (as covering the
Common Stock) to be effective, immediately instruct its transfer agent to remove
Form One of such restrictive legends and undertake any other action necessary to
effectuate the removal or insertion of such restrictive legends.

     The  parties  hereto  agree that  Sections  4.1(h) and 4.1(i) of the Merger
Agreement  shall be deemed to be amended to the extent  necessary  to conform to
this Section 7.



                   [Balance of page intentionally left blank]



<PAGE>

                                                               Mr. Bryan Heitman
                                                              Mr. Gabriel Murphy
                                                               December 31, 2002
                                                                          Page 4



     If this accurately sets forth our agreement,  please execute a copy of this
letter  and  return it to me by  facsimile  (1 copy) and  overnight  courier  (3
copies), I will then send each of you a signed original.

                                  Very truly yours,

                                  INTERLAND, INC.



                                  By:      /s/ Sid Ferrales
                                           -------------------------------------
                                  Name:    Sid Ferrales
                                           -------------------------------------
                                  Title:   SVP HR
                                           -------------------------------------




Read and Agreed to as of December 31, 2002:

/s/ Bryan Heitman
--------------------------------
Bryan Heitman

/s/ Gabriel Murphy
--------------------------------
Gabriel Murphy


cc:  P. Mitchell Wooley, Esq.
     T. Clark Fitzgerald, III, Esq.


          [Signature Page to Amendment No. 3 to Stock Rights Agreement]




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