EXHIBIT 10.1

                                   AGREEMENT

     This  Agreement  ("AGREEMENT")  is entered  into by and between  Interland,
Inc., a Minnesota  corporation  ("INTERLAND")  and Joel J. Kocher, an individual
("MR. KOCHER").

                                    RECITALS

     WHEREAS,  the Mr.  Kocher is the holder of certain  options to purchase the
common stock of Interland having an exercise price substantially higher than the
current  price of  Interland's  common  stock (as more  particularly  defined in
Section 1 of this Agreement, the "UNDERWATER OPTIONS");

     WHEREAS,  the Mr. Kocher's right to exercise the Underwater Options expires
on or about August 31, 2006;

     WHEREAS, the market price for Interland common stock from November 22, 2004
to November 22, 2005 has ranged from a high of approximately  $4.08 per share to
a low of  approximately  $1.79 per share and the Mr.  Kocher  has  conducted  an
independent review of the value of the Underwater Options and has concluded that
the Underwater Options have virtually no value and, in reaching such conclusion,
the Mr.  Kocher has relied  solely on its own  research  and  evaluation  of the
prospects of  Interland's  common  stock and has not relied on any  information,
representations, warranties or inducements of any kind provided by Interland;

     WHEREAS,  in order to liquidate his interests in the Underwater Options Mr.
Kocher has requested  Interland to enter into this  Agreement in order to cancel
the Underwater Options;

     ACCORDINGLY,  in  consideration  of the  foregoing  recitals,  the promises
contained herein, and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the Parties hereto agree as follows:

     1. CANCELLATION OF UNDERWATER OPTIONS.

     In  consideration of One Dollar ($1.00) in hand paid Mr. Kocher agrees that
the options for the purchase of Interland  common  stock  summarized  below (the
"UNDERWATER OPTIONS") shall be, and hereby are, duly cancelled and of no further
force and effect:



<PAGE>


<TABLE>
<CAPTION>
<S>        <C>          <C>               <C>                        <C>              <C>
                                              NUMBER OF SHARES                          PORTION OF OPTION
           GRANT DATE    GOVERNING PLAN   UNDERLYING OPTION GRANT*   EXERCISE PRICE*  CURRENTLY OUTSTANDING*
========== ============ ================= ========================== ================ =======================
1.           1/13/1998     1995 Plan               5,551.500             $90.0000            5,551.500
2.           1/13/1998     1995 Plan              34,448.500             $90.0000           34,448.500
3.           1/13/1998     1995 Plan              10,000.000             $90.0000           10,000.000
4.           1/13/1998       No Plan               7,500.000             $90.0000            7,500.000
5.           1/13/1998       No Plan               7,500.000             $90.0000            7,500.000
6.           8/17/2000     2001 Plan              48,895.000             $39.4000           48,895.000
7.           8/17/2000     2001 Plan               2,539.900             $39.4000            2,539.900
8.           1/15/2002     1995 Plan             100,000.000             $21.4000          100,000.000
                           TOTAL:                216,434.90
</TABLE>

     * All numbers  reflect  adjustment  for the Company's  August 2003 1-for-10
reverse stock split where appropriate.

     2. RELEASES.

     (a) Mr. Kocher  hereby  releases  forever and  irrevocably  discharges  all
claims,  rights, causes of actions,  suits, matters and issues, whether known or
unknown,  concealed or hidden,  suspected or unsuspected,  related in any way to
the  Underwater  Options  that have been or could  have  been  asserted  against
Interland  or  its  present  and  former   parent,   subsidiary   or  affiliated
corporations, divisions, successors and assigns, employees, officers, directors,
agents,  accountants,   counsel,  brokers,  and  anyone  actually  or  allegedly
associated  with Interland or acting on its behalf from the beginning of time to
the Effective Date.

     (b) Nothing  herein is intended to release any rights or  obligations  that
exist under this Agreement,  any claims that arise out of the  implementation or
enforcement of this Agreement.

     3. NO RELIANCE.

     Mr. Kocher expressly  acknowledges and agrees that (a) he is an "accredited
investor" as defined in Regulation D of the  Securities  Act of 1934, (b) he has
developed  his  opinion  as to the  value  of its  Underwater  Options  and  the
advisability of the  transactions  contemplated by this Agreement on its own and
without relying in any manner whatsoever upon any information,  representations,
warranties or inducements  given by Interland or any of its directors,  officers
or other representatives,  and (c) Interland may be in possession of information
that is not  known to Mr.  Kocher  or to the  public  which  information  may be
material to  reasonable  investors in the stock of  Interland  and that any such
information would have no effect on the decision of Mr. Kocher to enter into the
transactions contemplated by this Agreement.



<PAGE>

     4. NO ADMISSION OR COLLATERAL ESTOPPEL EFFECT.

     Nothing in this Agreement constitutes an admission,  declaration,  or other
evidence of the rights or liabilities of any Person,  except with respect to the
contractual  duties and stipulations  provided in this Agreement  itself.  Every
party  heretofore  alleged to be liable to any other party has denied  liability
for any claim or threatened  claim  encompassed by this Agreement.  Neither this
Agreement  nor any  action  taken to  carry  out this  Agreement:  (a)  shall be
construed as or deemed to be evidence of any presumption,  inference, concession
or admission on any point of fact or law, or any liability,  fault,  omission or
other wrongful act  whatsoever;  (b) shall be offered or received as evidence in
any  litigation  or  proceeding   whatsoever  of  any  presumption,   inference,
concession or admission of any liability,  fault, omission or other wrongful act
whatsoever;  or (c) shall be offered or  received  as  evidence in any action or
proceeding whatsoever other than such proceeding by the parties hereto as may be
necessary  to enforce  the  provisions  of this  Agreement  or in  response to a
subpoena or other legal process.

     5. MISCELLANEOUS.

     5.1 BENEFIT AND ASSIGNMENT.  This Agreement shall be binding upon and inure
to the  benefit  of the  parties  hereto  and their  respective  successors  and
assigns.

     5.2  ENTIRE  AGREEMENT;  AMENDMENT.  This  Agreement  contains  the  entire
agreement  of the  parties  with  respect to the  subject  matter  hereof.  This
Agreement may only be amended through a written document signed by both parties.

     5.3  SEVERABILITY.  If a provision  of this  Agreement  or the  application
thereof  to any  person  or  circumstance  shall  be  determined  by a court  of
competent jurisdiction to be invalid or unenforceable,  the remaining provisions
hereof, or the application  thereof to persons or circumstances other than those
to which it is held invalid or unenforceable,  shall not be affected thereby and
shall be valid and  enforceable  to the fullest  extent  permitted by applicable
law.

     5.4  GOVERNING  LAW. This  Agreement  shall be governed by and construed in
accordance with the internal laws, and not the conflicts of laws principles,  of
the State of Minnesota.

     5.5  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts  with the same effect as if the signatures on all counterparts were
on the same instrument.

     5.6 FEES AND  EXPENSES.  Except as otherwise  provided  herein,  each party
hereto  shall bear its own fees and  expenses  incurred in  connection  with the
transactions contemplated by this Agreement.


<PAGE>

     5.7 EFFECTIVE  DATE.  The Effective Date shall be the date as of which this
Agreement  has been  duly  executed  by all of the  parties  and  such  executed
Agreement has been delivered to Interland.

     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Agreement  or  caused  it to be  executed  and  delivered  by  their  respective
authorized  signatories  whose  names  and  signatures  appear  below  as of the
Effective Date.


INTERLAND, INC..                           JOEL J. KOCHER

Signature  /s/ Jeffrey Stibel              Signature  /s/ Joel Kocher
         ------------------------                    ---------------------------

Print Name  Jeffrey Stibel                 Date       12-6-05
         ------------------------                    ---------------------------

Title    Chief Executive Officer
         ------------------------

Date     12-6-05
         ------------------------