EXHIBIT 4.08


                                ESCROW AGREEMENT

     THIS ESCROW AGREEMENT  ("Agreement") is made as of February 8, 2002, by and
among Interland,  Inc., a Minnesota  corporation  ("Interland"),  Gabriel Murphy
("Murphy"), Bryan Heitman ("Heitman," and together with Murphy, "Shareholders"),
and  SunTrust  Bank, a Georgia  banking  corporation,  as escrow agent  ("Escrow
Agent").

                                    RECITALS

     A.   Interland and Shareholders  are parties to that certain  Agreement and
          Plan of Merger dated February 8, 2002 (the "Merger Agreement"), by and
          among  Interland,   Montana  Acquisition  Company,  Inc.,  a  Missouri
          corporation   ("Merger  Sub"),   CommuniTech.Net,   Inc.,  a  Missouri
          corporation  (the  "Company"),  and  Shareholders,  pursuant  to which
          Merger Sub shall merge with and into the Company and  Interland  shall
          issue to Shareholders  an aggregate of 5,375,000  shares of the common
          stock of Interland (the "Common  Stock").  Capitalized  terms used but
          not  otherwise  defined  in this  Agreement  shall  have the  meanings
          assigned to them in the Merger Agreement.

     B.   Pursuant to Section 2.2 of the Merger  Agreement,  to secure the full,
          complete,  and timely  performance  and discharge by  Shareholders  of
          their   obligations  under  Article  VIII  of  the  Merger  Agreement,
          Interland and Shareholders have agreed that  Shareholders  shall place
          in escrow with Escrow Agent an aggregate of 15% of the total number of
          shares of Common Stock issued to each of the Shareholders (the "Escrow
          Shares"),  in the  number  and  proportions  as set forth in Exhibit A
          attached hereto.

     C.   The Escrow  Shares to be delivered  to Escrow  Agent  pursuant to this
          Agreement  shall  be held by  Escrow  Agent  and  released  to  either
          Interland or Shareholders, as the applicable case may be, on the terms
          and conditions set forth in this Agreement.

                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  recitals  and  the
covenants set forth herein, the parties hereto agree as follows:

     1.   ESTABLISHMENT OF ESCROW.

     (a)  DEPOSIT OF SHARES AND ASSIGNMENTS.  To secure the full, complete,  and
          timely  performance and discharge by Shareholders of their obligations
          under Article VIII of the Merger Agreement and to secure the rights of
<PAGE>

          Interland  under  Article VIII of the Merger  Agreement,  Shareholders
          hereby  grant to  Interland  a lien  upon,  security  interest  in and
          security title to, and hereby assign, transfer,  pledge and deliver to
          Escrow  Agent to hold in escrow  pursuant to the terms  hereof,  stock
          certificates  representing  the Escrow Shares  issued  pursuant to the
          Merger   Agreement   registered  in  the   respective   names  of  the
          Shareholders  and in the  respective  amounts  set forth on  Exhibit A
          hereto (the "Initial Escrow Shares").  Notwithstanding anything to the
          contrary  herein  provided,  the  Escrow  Agent  shall have no duty or
          obligation  with respect to the creation,  perfection,  continuance or
          preservation  of any lien or  security  interest,  including,  but not
          limited to, filing any financing  statement or continuation  statement
          or  otherwise  making any  determination  or taking  any  action  with
          respect to any such lien or  security  interest.  Notwithstanding  any
          such lien or security interest, the duties and responsibilities of the
          Escrow  Agent  shall  be  limited  to  carrying  out  the  duties  and
          obligations  expressly set forth in this Escrow  Agreement and holding
          and  distributing  the  Escrow  Shares  in  accordance  with the terms
          hereof.  Shareholders are each depositing with Escrow Agent five Stock
          Powers, the forms of which are attached as Exhibit B, duly executed in
          blank by Shareholders (the "Stock Powers"),  with medallion  signature
          guarantees.  Any  shares  of  Interland  capital  stock  or any  other
          property  (other  than  cash  dividends)  that  result  from any share
          dividend,  reclassification,  stock split,  spin-off,  subdivision  or
          combination of shares, recapitalization, merger or similar events made
          with respect to any Escrow Shares held in escrow under this  Agreement
          ("Additional  Property")  shall be  delivered  to the Escrow Agent and
          shall be held by the  Escrow  Agent in  accordance  with  this  Escrow
          Agreement.   Unless  otherwise  indicated,  as  used  in  this  Escrow
          Agreement, the term "Escrow Shares" includes the Initial Escrow Shares
          and any Additional Property.  The Escrow Agent acknowledges receipt of
          the  Initial  Escrow  Shares  and  agrees  to accept  delivery  of any
          Additional  Property.  The Escrow Agent hereby agrees to act as escrow
          agent and to hold,  safeguard and disburse the Escrow Shares  pursuant
          to the terms and conditions  hereof.  Escrow Agent,  Shareholders  and
          Interland  acknowledge and agree that  Shareholders  are entering into
          this Agreement for the purpose of bestowing upon Escrow Agent in favor
          of Interland  control over the Escrow Shares with the intent,  and for
          the purpose, of perfecting Interland's security interest in the Escrow
          Shares. The Shareholders also agree that Interland may file a UCC Form
          1 setting forth its security interest in the Escrow Shares.

     (b)  DIVIDENDS; VOTING AND RIGHTS OF OWNERSHIP. Any cash dividends, (except
          for Additional Property) made in respect of the Escrow Shares shall be
          distributed  currently by Interland to the  Shareholders on a pro rata
          basis. Each Shareholder shall have the right to vote the Escrow Shares
          held in escrow  for the  account of such  Shareholder  so long as such
          Escrow Shares are held in escrow,  and Interland and the Escrow Agent,
          but only as  directed  in writing by  Interland,  shall take all steps
          necessary to allow the exercise of such rights.

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<PAGE>

     2.   CLAIMS.

     (a)  MAKING A CLAIM.  Interland may at any time and from time to time after
          the  Threshold  Amount (as defined in the Merger  Agreement)  has been
          met, until all of the Escrow Shares shall have been released hereunder
          as provided in Section 4 hereof, assert one or more claims (a "Claim")
          against the Escrow  Shares with respect to any matter giving rise to a
          claim for  indemnification  against  Shareholders  pursuant to Article
          VIII of the Merger  Agreement  by giving  written  notice of the Claim
          (the "Notice of Claim") to Escrow Agent and Shareholders, which notice
          shall (i) identify and describe the nature of the Claim in  reasonable
          detail; (ii) identify generally the section(s) of the Merger Agreement
          or the applicable  agreement alleged to have been breached;  and (iii)
          state the amount of the Claim,  to the extent known ("Claim  Amount").
          Escrow  Agent  shall  be  entitled  to  conclusively  assume,  without
          inquiry,  that any Notice of Claim  furnished to Escrow Agent conforms
          to the requirements of the Merger Agreement.

     (b)  SATISFACTION  OF CLAIMS.  (i) If a Notice of Claim is given during the
          term hereof and Interland and the Escrow Agent do not receive,  within
          30 business  days after the Notice of Claim was received by the Escrow
          Agent, a notice from the  Shareholders  (the  "Shareholders'  Notice")
          stating that a dispute (the  "Dispute")  exists relating to the Notice
          of Claim and the basis of such Dispute in reasonable  detail to enable
          Interland to evaluate the Dispute, Escrow Agent shall promptly, on the
          31st  business day after the Escrow  Agent's  receipt of the Notice of
          Claim,  release from escrow for  transfer to Interland  that number of
          Escrow Shares equal to the quotient of (A) the Claim  Amount,  divided
          by (B) the average last reported  price per share of Interland  common
          stock (as reported in The Wall Street  Journal)  (the "Market  Price")
          for the last ten (10)  trading  days  immediately  preceding  the 31st
          business day after the Escrow Agent's  receipt of the relevant  Notice
          of Claim.  (ii) If Interland and Escrow Agent receive a  Shareholders'
          Notice within such 30 business day period, Escrow Agent shall continue
          to hold the Escrow  Shares until such  Dispute is resolved  (provided,
          however,  that in such event the  Market  Price  shall be the  average
          closing  price per share of Interland  common stock as reported in The
          Wall Street  Journal for the last ten (10)  trading  days  immediately
          preceding  the receipt by Escrow Agent of the  Shareholders'  Notice).
          Interland and the Shareholders  shall attempt in good faith to resolve
          the Dispute.  If Interland and  Shareholders  are able to resolve such
          Dispute, they shall jointly notify Escrow Agent of such resolution and
          Escrow  Agent  shall  promptly  release  from  escrow for  transfer to
          Interland  that number of Escrow  Shares  agreed upon by Interland and
          Shareholders  as set forth in the joint  notice,  which  Interland and
          Shareholders  hereby  agree shall  equal to the  quotient of the final
          amount Interland and Shareholders  determine is owed to Interland,  if
          any,  divided by the Market Price. If the  Shareholders  and Interland
          fail to resolve the Dispute  within 30 calendar  days after  Interland
          and Escrow Agent receive the Shareholders'  Notice, the Dispute may at
          any time  thereafter be submitted by Interland or the  Shareholders to
          arbitration in Atlanta,  Georgia before a single arbitrator reasonably
          acceptable to both Interland and the  Shareholders  in accordance with
          the  Commercial   Arbitration   Rules  of  the  American   Arbitration
          Association  then  in  effect.  Interland  and the  Shareholders  will
          equally split the cost of the arbitration filing and hearing fees, and
          the  arbitrator  will have authority to award  attorneys'  fees to the


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          prevailing  party.  Interland  and the  Shareholders  agree  that  the
          arbitrator's  award shall be final and binding  upon them with respect
          to the Dispute and judgment may be entered thereon in any court having
          jurisdiction  thereof;  provided,  however,  that  notwithstanding any
          provision  contained  herein to the  contrary  the parties  hereto may
          settle any dispute by mutual agreement at any time.  Interland and the
          Shareholders  agree that  promptly  after the  issuance  of such final
          award by the  arbitrator,  Escrow Agent shall  release from escrow for
          transfer  to  Interland  that  number  of Escrow  Shares  equal to the
          quotient  of the  final  amount  of such  award  that was  awarded  to
          Interland by the arbitrator, if any, divided by the Market Price.

     (c)  SATISFACTION.  Escrow Agent shall not be required to determine whether
          any Claim has been  satisfied  from  property  other  than the  Escrow
          Shares,  and shall,  in accordance  with the terms of this  Agreement,
          deliver all or any portion of the Escrow  Shares to  Interland  to the
          extent  required  to satisfy  such Claim  without  regard to any other
          property  which may have been used to satisfy all or a portion of such
          obligation.

     (d)  NO CONFLICT.  As to Interland and  Shareholders,  nothing contained in
          this Section 2 shall be deemed to amend or modify the Merger Agreement
          or any other document  executed by such parties in connection with the
          Merger.

     3.   RIGHTS CUMULATIVE. The rights, powers and remedies given to each party
          by this Escrow  Agreement  shall be in addition to all rights,  powers
          and  remedies  given to such party by virtue of any statute or rule of
          law and all such rights,  powers and remedies are  cumulative  and not
          alternative,  and  may  be  exercised  and  enforced  successively  or
          concurrently.  Any  forbearance  or  failure  or  delay  by a party in
          exercising any right, power or remedy hereunder shall not be deemed to
          be a waiver of such right,  power or remedy, and any single or partial
          exercise of any right,  power or remedy  hereunder  shall not preclude
          the further exercise thereof;  and every right,  power and remedy of a
          party  hereunder  shall  continue in full force and effect  until such
          right,  power or remedy is  specifically  waived by an  instrument  in
          writing executed by such party.  Interland and Shareholders agree that
          the rights, remedies and procedures specified herein are the exclusive
          rights,  remedies and  procedures by which the Escrow Shares are to be
          distributed  to Interland or the  Shareholders,  notwithstanding,  for
          example,  any other rights Interland may have as a secured party under
          the Uniform Commercial Code.

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<PAGE>

     4.   RELEASE OF ESCROW SHARES.  If, on the first anniversary of the date of
          this  Agreement,  there is no pending Notice of Claim or Dispute,  the
          Escrow Agent shall, without further act or consent of the Shareholders
          or Interland,  deliver to  Shareholders  all of the Escrow Shares then
          remaining in escrow.  If, on the first anniversary of the date of this
          Agreement,  there is one or more  Notice(s)  of  Claim  or  Dispute(s)
          pending,  Escrow  Agent  shall  retain in escrow  the number of Escrow
          Shares which have a value (based on the applicable Market Price) equal
          to two times the aggregate  amount of the Claims and Disputes  pending
          as stated in the Notice of Claim(s), and shall, without further act or
          consent of the Shareholders or Interland,  deliver to Shareholders the
          balance of the remaining Escrow Shares.  The Escrow Shares retained in
          escrow beyond the first  anniversary  of the date of this Agreement as
          provided in this Section 4 shall be released only upon and pursuant to
          mutual agreement of Interland and the Shareholders or a final award by
          the arbitrator.

     To the extent  Escrow  Shares are  required,  pursuant to the terms of this
Agreement,  to be released to Shareholders,  the lien upon and security interest
in and security title to such Escrow Shares granted to Interland hereunder shall
thereupon be released.

     5.   DUTIES AND RESPONSIBILITIES OF ESCROW AGENT.

     (a)  POWER.  Escrow  Agent  shall have only the  powers,  authorities,  and
          discretion expressly conferred upon it by this Agreement and shall not
          be  required  to perform  any act or to do  anything  not within  such
          powers,  authorities  and  discretion,  except upon the joint  written
          instructions  of  Interland  and  Shareholders.  Notwithstanding  such
          express  duties,  Escrow  Agent  shall  not be  liable  for any act or
          omission,  except for Escrow  Agent's bad faith,  gross  negligence or
          intentional misconduct.

     (b)  ACCOUNT.  Escrow Agent shall provide Interland and Shareholders with a
          quarterly  accounting  of  the  Escrow  Shares  and  any  transactions
          affecting the Escrow Shares.

     (c)  GOOD FAITH.  Escrow  Agent shall not be liable for any action taken by
          it in good faith and  believed  by it to be  authorized  or within the
          powers,  authorities or discretion conferred upon it by this Agreement
          and shall be protected in acting or refraining from acting in reliance
          upon the  advice of legal  counsel or upon any  certificate,  request,
          instruction or other document believed by it to be genuine and to have
          been signed or presented by the proper party or parties.

     (d)  COMPENSATION.  For its  services  hereunder,  Escrow  Agent  shall  be
          entitled to receive reasonable  compensation,  including the costs and
          expenses of defending  itself  against any claim of liability  arising
          out of or in connection with its services  hereunder and the costs and
          expenses of Escrow Agent incurred in connection  with this  Agreement,


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<PAGE>

          including,  but not  limited  to, the cost of legal  services  in case
          Escrow  Agent  deems  it  necessary  to  retain  legal  counsel.   The
          compensation  of  Escrow  Agent  shall be as set  forth in  Exhibit  C
          attached  hereto.  As between  Interland and  Shareholders,  Interland
          shall be responsible for all of the compensation  and  indemnification
          of Escrow Agent.

     (e)  CONTROVERSY OR DISPUTE.  As an additional  consideration for and as an
          inducement  for Escrow Agent to act  hereunder,  it is understood  and
          agreed that, in the event of any  disagreement  between the parties to
          this  Agreement  or among  them or any other  person(s)  resulting  in
          adverse  claims and demands being made in  connection  with or for any
          property involved in or affected by this Agreement, Escrow Agent shall
          be entitled,  at the option of Escrow Agent,  to refuse to comply with
          the demands of such parties,  or any of such parties,  so long as such
          disagreement shall continue. In such event, Escrow Agent shall make no
          delivery or other disposition of the Escrow Shares or any part of such
          Escrow Shares. Anything herein to the contrary notwithstanding, Escrow
          Agent shall not be or become liable to such parties or any of them for
          the failure of Escrow Agent to comply with the  conflicting or adverse
          demands of such parties or any of such parties.

     Escrow Agent shall be entitled to continue to refrain and refuse to deliver
or  otherwise  dispose of the Escrow  Shares or any part thereof or to otherwise
act hereunder, as stated above, unless and until:

     1. the  rights  of such  parties  have  been  finally  settled  by  binding
arbitration or duly  adjudicated in a court having  jurisdiction  of the parties
and the Escrow Shares; or

     2. the parties have reached an agreement  resolving  their  differences and
have notified Escrow Agent in writing of such agreement and have provided Escrow
Agent with indemnity satisfactory to Escrow Agent against any liability,  claims
or damages resulting from compliance by Escrow Agent with such agreement.

     In the event of a  disagreement  between such  parties as described  above,
Escrow Agent shall have the right, in addition to the rights described above and
at the option of Escrow  Agent,  to tender  into the  registry or custody of any
court having  jurisdiction,  all property  comprising  the Escrow Shares and may
take such other legal action as may be appropriate or necessary,  in the opinion
of Escrow Agent.  Upon such tender,  the parties  hereto agree that Escrow Agent
shall be  discharged  from all further  duties under this  Agreement;  provided,
however,  that the filing of any such legal proceedings shall not deprive Escrow
Agent of its compensation hereunder earned prior to such filing and discharge of
Escrow Agent of its duties hereunder.

     (f)  COMPLIANCE  WITH ORDERS.  In the event that the Escrow Shares,  or any
          part  thereof,  shall be  attached,  garnished,  or levied  upon under
          process  of any  court,  or the  delivery  thereof  shall be stayed or
          enjoined  by any  order  or  writ of any  court  or any  other  order,


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          judgment or decree shall be made or entered by any court affecting the
          contents or performance of this Agreement,  or any part hereof, Escrow
          Agent  shall not be required to  ascertain  whether any such  process,
          order, writ, judgment,  or decree is valid or enforceable,  and Escrow
          Agent is hereby expressly authorized,  in its sole discretion, to obey
          and comply with any and all  processes,  orders,  writs,  judgments or
          decrees  entered  or issued by any  court of  competent  jurisdiction.
          Escrow  Agent shall give notice by fax to Interland  and  Shareholders
          promptly  after Escrow  Agent's  receipt of any notice of  attachment,
          garnishment,  levy, process,  order, or writ of any court or any other
          order,  judgment,  or decree  affecting the contents or performance of
          this  Agreement.  In the event  Escrow Agent shall obey or comply with
          any such process,  order, writ,  judgment,  or decree, it shall not be
          liable to Interland or Shareholders  or to any other person,  firm, or
          corporation by reason of such obedience or compliance, notwithstanding
          that  such  process,   order,  writ,  judgment,  or  decree  shall  be
          subsequently reversed, modified, annulled, set aside, or vacated.

     (g)  CONSULTATION  WITH  COUNSEL.  The  Escrow  Agent may from time to time
          consult  with legal  counsel of its own  choosing  in the event of any
          disagreement, controversy, question or doubt as to construction of any
          of the  provisions of this Agreement or its duties  hereunder,  and it
          shall incur no  liability  and shall be fully  protected  in acting in
          accordance with the opinion and instruction of such counsel.

     (h)  RESIGNATION.  Escrow Agent may resign by giving 30 days prior  written
          notice to Interland  and  Shareholders,  and  thereafter  Escrow Agent
          shall deliver all remaining  Escrow Shares,  together with its account
          therefor,  in  accordance  with  the  joint  written  instructions  of
          Interland and Shareholders.  If no such instructions shall be received
          by Escrow  Agent  within 30 days after the  receipt of Escrow  Agent's
          notice,  Escrow Agent shall be authorized and empowered to deliver the
          Escrow  Shares,  together  with its account  therefor,  to any bank or
          trust  company  organized  and  doing  business  under the laws of the
          United States of America and the State of Georgia,  and with a capital
          surplus of at least  $35,000,000,  which shall have been designated by
          Interland and which shall have indicated in writing its willingness to
          serve as Escrow Agent under this Agreement.  In the event no successor
          escrow  agent  has  been  appointed  on or  prior  to  the  date  such
          resignation is to become effective,  Escrow Agent shall be entitled to
          tender  into the  custody  of a court of  competent  jurisdiction  all
          assets then held by it  hereunder  and shall  thereupon be relieved of
          all further duties and obligations under this Agreement.  Escrow Agent
          shall have no responsibility for the appointment of a successor escrow
          agent hereunder.

     (i)  INDEMNIFICATION.  Interland  agrees to  indemnify  and hold the Escrow
          Agent  and  each of its  officers,  directors,  agents  and  employees
          harmless from and against any losses, liabilities, expenses (including
          attorney's fees and expenses),  damages, claims or demands directly or


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          indirectly  arising out of or connected in any way with Escrow Agent's
          appointment  as escrow agent under this  Agreement  or Escrow  Agent's
          obligations  under this  Agreement,  except as result  from the Escrow
          Agent's bad faith, gross negligence,  or intentional misconduct.  This
          Section 5(i) shall survive the resignation of the Escrow Agent and the
          termination of this Agreement.

     6.   TERMINATION. This Agreement shall terminate on the date upon which all
          of the Escrow Shares shall have been completely  distributed  pursuant
          to this Agreement.  Upon the termination of this Agreement pursuant to
          this  Section  6, no party  hereto  shall  have any claim  under  this
          Agreement against any other party except under Sections 5(d) and 5(i).
          The termination of this Agreement or the  insufficiency  of the Escrow
          Shares to satisfy any Claim of Interland  shall not terminate,  limit,
          or  otherwise  alter or  affect  the  obligations  or  liabilities  of
          Shareholders under any other agreement between the parties, including,
          but not limited to, the Merger Agreement.

     7.   NOTICES.  All  notices,  requests,  demands  and other  communications
          required or  permitted  under this  Agreement  shall be in writing and
          shall be deemed to have been duly given,  made and  received  (a) when
          delivered against receipt, (b) upon transmitter's  confirmation of the
          receipt of a facsimile transmission,  (c) upon confirmed delivery by a
          standard overnight  carrier,  or (d) upon expiration of three business
          days after the day when  deposited in the United States  mails,  first
          class postage prepaid, addressed as set forth below:

               If to Interland:

                       Interland, Inc.
                       303 Peachtree Center Ave.
                       Suite 500
                       Atlanta, GA  30303
                       Attn:  Chief Executive Officer
                       Phone:  (404) 260-2477
                       Fax:  (404) 720-3728

               With a copy to:

                       Allen Shulman
                       Interland, Inc.
                       303 Peachtree Center Ave.
                       Suite 500
                       Atlanta, GA  30303
                       Phone:  (404) 260-2536
                       Fax: (404) 720-3728



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<PAGE>

               If to Shareholders:

                       Mr. Gabriel Murphy
                       9228 N. Harrison
                       Kansas City, MO 64155
                       Phone: (816) 300-4678

                       and

                       Mr. Bryan Heitman
                       6338 N. Camden Avenue
                       Apt. I
                       Kansas City, MO 64151
                       Phone: (816) 871-1372

               With a copy to:

                       Kutak Rock LLP
                       444 West 47th St.
                       Suite 200
                       Kansas City, MO  64112
                       Attn:  P. Mitchell Woolery
                       Phone:  (816) 960-0090
                       Fax:  (816) 960-0041

               If to Escrow Agent:

                       Suntrust Bank
                       25 Park Place
                       24th Floor
                       Atlanta, GA 30303-2900
                       Attention: Ms. Rebecca Fischer
                       Phone:  (404) 588-7262
                       Fax:  (404) 588-7335

     Any party may alter the address to which communications or copies are to be
sent by giving  notice of such  change of address to the other  party  hereto in
conformity with the provisions of this paragraph for the giving of notice.

     8.   AMENDMENTS. This Agreement may not be amended, modified,  supplemented
          or otherwise  altered,  except by a writing  signed by all the parties
          hereto.

     9.   INDULGENCES,  NOT  WAIVERS.  Neither  the failure nor any delay on the
          part of a party to  exercise  any right,  remedy,  power or  privilege
          under this Agreement shall operate as a waiver thereof,  nor shall any
          single or partial  exercise of any right,  remedy,  power or privilege
          preclude any other or further exercise of the same or any other right,
          remedy, power or privilege, nor shall any waiver of any right, remedy,
          power or  privilege  with respect to any other  occurrence.  No waiver
          shall be effective  unless it is in writing and is signed by the party
          asserted to have granted such waiver.

     10.  ENTIRE  AGREEMENT.  This Agreement  contains the entire  understanding
          between the parties  hereto with respect to the subject matter hereof,
          and   supersedes   all  prior  and   contemporaneous   agreements  and
          understandings, inducements or conditions, express or implied, oral or
          written, except as herein contained.  The express terms hereof control
          and  supersede  any  course  of  performance  or  usage  of the  trade
          inconsistent  with any of the terms hereof.  This Agreement may not be
          modified or amended  other than by an agreement  in writing  signed by
          the parties hereto.


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11.  SECTION   HEADINGS.   The  section  headings  in  this  Agreement  are  for
     convenience  only; they form no part of this Agreement and shall not affect
     its interpretation.

12.  FURTHER  ASSURANCES.  Each of the parties  hereto shall execute and deliver
     all other  instruments  and take all other  actions that the other  parties
     hereto  may  reasonably  request  from  time  to  time  to  effectuate  the
     transactions provided for herein.

13.  PROVISIONS SEPARABLE.  The provisions of this Agreement are independent and
     separable from each other,  and no provision  shall be affected or rendered
     invalid  or  unenforceable  by virtue of the fact that for any  reason  any
     other or  others of them may be  invalid  or  unenforceable  in whole or in
     part.

14.  APPLICABLE LAW. This Agreement and all questions  relating to its validity,
     interpretation,  performance  and  enforcement,  shall be  governed  by and
     construed   in   accordance   with  the  laws  of  the  State  of  Georgia,
     notwithstanding  any  Georgia or other  conflict-of-law  provisions  to the
     contrary.  Interland and each of the Shareholders hereby agree to submit to
     the nonexclusive jurisdiction of the courts of the State of Georgia and the
     federal courts within the State of Georgia and hereby appoint the Secretary
     of State of the State of  Georgia  as agent for the  purpose  of  receiving
     service of process in respect of any proceeding in connection herewith.

15.  EXECUTION IN COUNTERPARTS.  This Agreement may be executed in any number of
     counterparts,  each of which  shall be deemed to be an  original as against
     any party whose signature appears thereon,  and all of which shall together
     constitute one and the same instrument. This Agreement shall become binding
     when one or more counterparts hereof, individually or taken together, shall
     bear  the  signatures  of  all  of  the  parties  reflected  hereon  as the
     signatories.  Any photographic or xerographic copy of this Agreement,  with
     all signatures  reproduced on one or more sets of signature pages, shall be
     considered  for all purposes as if it were an executed  counterpart of this
     Agreement.

16.  CONSTRUCTION.  The parties hereto acknowledge and agree that each party has
     participated  in the drafting of this  Agreement and that this document has
     been reviewed by the  respective  legal counsel for the parties  hereto and
     that the normal rule of construction to the effect that any ambiguities are
     to be  resolved  against  the  drafting  party  shall not be applied to the
     interpretation of this Agreement. No inference in favor of, or against, any
     party  shall be drawn from the fact that one party has  drafted any portion
     hereof.

        [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]


                                       10
<PAGE>


     IN WITNESS  WHEREOF,  each of the parties hereto has executed and delivered
this Agreement as of the date first above written.

                                   INTERLAND:

                                   INTERLAND, INC., a Minnesota corporation


                                   By: /s/ Joel Kocher
                                      ------------------------------------------
                                   Its:  Chief Executive Officer
                                       -----------------------------------------


                                   SHAREHOLDERS:


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

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


                                   ESCROW AGENT:

                                   SUNTRUST BANK


                                   By: /s/ Rebecca Fischer
                                      ------------------------------------------
                                   Its:  Assistant Vice President
                                      ------------------------------------------




                      [Signature Page to Escrow Agreement]




                                       11
<PAGE>



                                    EXHIBIT A

                     PLEDGE OF ESCROW STOCK BY SHAREHOLDERS


                           TOTAL          HELD BACK         PERCENTAGE
     NAME               SHARES HELD        SHARES            OF TOTAL
---------------       --------------   --------------     --------------

Gabriel Murphy           3,225,000         483,750             [15%]

Bryan Heitman            2,150,000         322,500             [15%]

     Total:              5,375,000         806,250
                      --------------   --------------





                                      A-1
<PAGE>




                                    EXHIBIT B



                                   STOCK POWER


     FOR VALUE RECEIVED,  the undersigned does hereby sell,  assign and transfer
to Interland,  a Minnesota  corporation  (the "Company"),  __________  shares of
common  stock,  par  value  $.01  per  share,  of  the  Company  represented  by
Certificate  No.  _____  in the  name of the  undersigned  on the  books  of the
Company.  The  undersigned  does hereby  irrevocably  constitute and appoint any
officer or authorized agent of the Company as attorney to transfer said stock on
the books of the Company with full power of substitution in the premises.

     DATED as of the _____ day of _____________, 200_.



                                             By:
                                                  ------------------------------
                                                     Gabriel Murphy


Signature(s) guaranteed by:*




__________________________________
*THE  SIGNATURE(S)  MUST BE
GUARANTEED BY A BANK,  SAVINGS AND
LOAN ASSOCIATION, STOCKBROKER, OR
CREDIT UNION WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTY
MEDALLION PROGRAM PURSUANT TO
SECURITIES EXCHANGE ACT RULE
17AD-15. NOTARIZATION BY A NOTARY
PUBLIC IS NOT ACCEPTABLE.




                                      B-1
<PAGE>




                                    EXHIBIT B



                                   STOCK POWER

     FOR VALUE RECEIVED,  the undersigned does hereby sell,  assign and transfer
to Interland,  a Minnesota  corporation  (the "Company"),  __________  shares of
common  stock,  par  value  $.01  per  share,  of  the  Company  represented  by
Certificate  No.  _____  in the  name of the  undersigned  on the  books  of the
Company.  The  undersigned  does hereby  irrevocably  constitute and appoint any
officer or authorized agent of the Company as attorney to transfer said stock on
the books of the Company with full power of substitution in the premises.

     DATED as of the _____ day of _____________, 200_.



                                        By:
                                             -----------------------------------
                                                 Bryan Heitman


Signature(s) guaranteed by:*




----------------------------------
*THE SIGNATURE(S) MUST BE
GUARANTEED BY A BANK, SAVINGS AND
LOAN ASSOCIATION, STOCKBROKER, OR
CREDIT UNION WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTY
MEDALLION PROGRAM PURSUANT TO
SECURITIES EXCHANGE ACT RULE
17AD-15. NOTARIZATION BY A NOTARY
PUBLIC IS NOT ACCEPTABLE.




                                      B-2
<PAGE>



                                    EXHIBIT C



                                 INTERLAND, INC.
                          SUNTRUST BANK AS ESCROW AGENT

                                SCHEDULE OF FEES
                                ----------------

     The annual fee of $2,500 for administering this Escrow Agreement is payable
in advance at the time of closing and if applicable,  will be invoiced each year
to the  appropriate  party(ies)  on the  anniversary  date of the closing of the
Escrow Agreement. A one-time $500.00 legal review fee is also payable in advance
at the time of closing.

     Out of pocket  expenses  such as,  but not  limited  to  postage,  courier,
overnight mail, insurance, money wire transfer, long distance telephone charges,
facsimile,  stationery,  travel,  legal or accounting,  etc.,  will be billed at
cost.

     These  fees do not  include  extraordinary  services,  which will be priced
according to time and scope of duties.  The fees shall be deemed  earned in full
upon receipt by the Escrow Agent,  and no portion  shall be  refundable  for any
reason, including without limitation, termination of the Escrow Agreement.

It is acknowledged  that the schedule of fees shown above are acceptable for the
services  mutually agreed upon and the undersigned  authorizes  SunTrust Bank to
perform said services.




                                      C-1



1598248