EXHIBIT 10.1


               INTELLECTUAL PROPERTY PURCHASE AND SALE AGREEMENT

     THIS INTELLECTUAL  PROPERTY PURCHASE AND SALE AGREEMENT (this  "AGREEMENT")
is entered into as of November 29, 2005 by and among Web Service  Company,  Inc.
("SELLER")and Interland, Inc ("INTERLAND").


                                    RECITALS

     A. Seller currently owns all right, title and interest in the Service Marks
and Domain Name (each as defined below).  Pursuant to a License  Agreement dated
February 3, 1998,  as amended by an Amendment to License  Agreement  dated as of
January 1, 2003 (collectively,  the "LICENSE AGREEMENT"),  Seller granted to Web
Internet  a  license  to use the  Service  Marks  and the  Domain  Name,  all in
accordance with the terms set forth in the License Agreement.

     B. In addition, pursuant to a Line of Credit and Loan Agreement dated as of
January 1, 2003 between  Seller and Web Internet,  as amended by an Amended Loan
Agreement  dated as of August 31,  2004 and a First  Amendment  to Amended  Loan
Agreement dated as of December 14, 2004 (collectively, and as amended, restated,
extended,  supplemented  or  otherwise  modified  from  time to time,  the "LOAN
AGREEMENT"),  pursuant to which Seller made certain advances to Web Internet. As
of the date hereof, the outstanding  obligations owed by Web Internet to Seller,
including outstanding principal in the amount of $2,250,000 and accrued interest
of $78,750.

     C.  Pursuant to an Asset  Purchase  Agreement  of even date  herewith  (the
"PURCHASE AGREEMENT"), Interland has agreed to purchase substantially all of the
assets of Web Internet and, as part of the  consideration  for the  transactions
contemplated by the Purchase Agreement,  Interland shall assume and repay all of
Web  Internet's  indebtedness  and other  obligations  to Seller  under the Loan
Agreement.

     D. Prior to the Closing (as defined  below),  Interland shall have formed a
wholly-owned subsidiary,  which subsidiary is referred to as the "BUYER" in this
Agreement and which  subsidiary shall execute a signature page to this Agreement
and agree to be bound by all of the terms and  conditions  relating  to Buyer as
set forth herein.

     E.  In  addition,  as a  condition  to  the  closing  of  the  transactions
contemplated  by the Purchase  Agreement and the assumption of the  indebtedness
owed by Web Internet  pursuant to the Loan Agreement,  Web Service has agreed to
sell to Buyer, all of its rights, title and interest in and to Service Marks and
the Domain  Name,  all in  accordance  with the terms and  conditions  set forth
herein.


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                                   AGREEMENT

     NOW,  THEREFORE,  in  consideration  for the  representations,  warranties,
covenants  and  agreements   contained  herein,  and  other  good  and  valuable
consideration,  the receipt of which is hereby acknowledged,  the parties hereto
agree as follows:

     1.  PURCHASE AND SALE OF SERVICE  MARKS AND DOMAIN NAME.  On and subject to
the terms and  conditions set forth in this  Agreement,  Seller hereby agrees to
sell,  transfer,  convey assign and deliver to Buyer, and Buyer hereby agrees to
purchase and pay for, at the Closing,  all of Seller's right, title and interest
in and to the following assets of Seller:


          (a) the domain name "web.com" (the "DOMAIN NAME"); and

          (b) all United  States and  foreign  service  marks and  service  mark
registrations and applications (including,  without limitation, the supplemental
registrations  and  applications  set forth on Schedule 1 hereto) and any common
law rights owned by Seller in the marks  WEB.COM and WEB DOT COM, as well as the
associated goodwill therein (collectively, the "SERVICE MARKS").

     2. PURCHASE PRICE; ASSIGNMENT OF OBLIGATIONS. As consideration for the sale
of the Domain Name and the Service Marks to Buyer  pursuant to Section 1 hereof,
at the  Closing,  Interland  and Buyer shall  execute  the Amended and  Restated
Promissory Note in the form attached hereto as Exhibit A (the "NOTE"),  pursuant
to which Buyer and Interland shall,  jointly and severally,  agree to assume and
to pay and perform and  discharge  when due all of Web  Internet's  liabilities,
duties and obligations under the Loan Agreement,  as amended and restated by the
Note, including,  without limitation, Web Internet's obligation to pay to Seller
any and  all  amounts  due  thereunder  (collectively,  the  "OBLIGATIONS").  As
security for the Obligations,  at the Closing, Buyer and Interland shall execute
in favor of Seller a pledge and security  agreement in the form attached  hereto
as Exhibit B (the "SECURITY  AGREEMENT") pursuant to which (i) Buyer shall grant
Seller a first  priority  security  interest  in the Domain Name and the Service
Marks and (ii)  Interland  shall  pledge to Seller  and grant  Seller a security
interest in 100% of the issued and outstanding capital stock of Buyer.

     3. CLOSING. The closing of the transactions  contemplated by this Agreement
(the "Closing") shall take place on the Closing Date, as that term is defined in
the Purchase  Agreement,  and shall take place  concurrently with the closing of
the transactions contemplated by the Purchase Agreement.

     4.  REPRESENTATIONS  AND  WARRANTIES  OF BUYER  AND  INTERLAND.  Buyer  and
Interland  hereby,  jointly and  severally,  represent,  warrant and covenant to
Seller  that the  following  statements  are true and  correct  in all  material
respects:

          (a)  ORGANIZATION  AND GOOD STANDING.  Interland is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Minnesota and has full  corporate  power and authority to enter into and perform
its obligations under this Agreement,  and to own its properties and to carry on


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its business as presently conducted and as proposed to be conducted.  Buyer is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the State of Delaware  and has full  corporate  power and  authority  to
enter into and  perform its  obligations  under this  Agreement,  and to own its
properties  and to carry on its business as presently  conducted and as proposed
to be conducted. Interland and Buyer are each duly qualified to do business as a
foreign  corporation  in every  jurisdiction  in which the failure to so qualify
would have a material adverse effect upon Interland or the Buyer.

          (b) CAPITALIZATION. The authorized capital stock of the Buyer consists
of 1,000 shares of common stock, $0.01 par value, of which 100 shares are issued
and outstanding.  All of the issued and outstanding  capital shares of Buyer are
owned by Interland, free and clear of any mortgage, deed of trust, pledge, lien,
security interest or other charge or encumbrance of any nature ("LIENS").  There
are no options,  warrants or rights  outstanding  which  entitle their holder to
purchase or acquire any capital shares of Buyer.

          (c) NO SUBSIDIARIES.  Buyer does not control, or have any interest in,
directly  or  indirectly,   any   corporation,   partnership,   business  trust,
association or other business entity.

          (d) SEC REPORTS.  Interland has delivered or made  available to Seller
its annual report on Form 10-K for the fiscal year ended August 31, 2005as filed
with  the  U.S.  Securities  and  Exchange  Commission  (collectively,  the "SEC
REPORTS").  The information in the SEC Reports, taken as a whole, as of the date
of filing of the SEC Reports (i) was true and correct in all  material  respects
and (ii) did not  contain  any untrue  statement  of a material  fact or omit to
state a material  fact  necessary in order to make the  statements  therein,  in
light of the circumstances under which they were made, not misleading.

          (e)  VALIDITY  OF  TRANSACTIONS.  This  Agreement,  and each  document
executed and  delivered by each of Interland  and Buyer in  connection  with the
transactions  contemplated  by  this  Agreement  (collectively,  the  "ANCILLARY
AGREEMENTS"),  and the performance of the transactions contemplated therein have
been duly authorized,  executed and delivered by each of Interland and Buyer and
is each the valid and legally binding obligation of each of Interland and Buyer,
enforceable  in  accordance  with its terms,  except as  limited  by  applicable
bankruptcy,  insolvency  reorganization  and  moratorium  laws  and  other  laws
affecting  enforcement of creditor's rights generally and by general  principles
of equity.

          (f) NO VIOLATION.  The  execution,  delivery and  performance  of this
Agreement  and the  Ancillary  Agreements  to which  they are a party  have been
authorized by the Boards of Directors of each of Interland and Buyer and, to the
extent  necessary,  the  shareholders  of each of Interland and Buyer,  will not
violate any law or any order of any court or  government  agency  applicable  to
Interland  or Buyer,  as the case may be, or the  Articles of  Incorporation  or
Bylaws of Interland or Buyer,  as amended,  and will not result in any breach of
or  default  under,  or,  except as  expressly  provided  herein,  result in the
creation  of any  encumbrance  upon  any of the  assets  of  Interland  or Buyer
pursuant to the terms of any  agreement or  instrument by which the Interland or
Buyer or any of their  assets may be bound.  No  approval  of or filing with any


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governmental  authority  is required  for either of  Interland or Buyer to enter
into, execute or perform this Agreement.

          (g) TAXES. No material  outstanding claim for assessment or collection
of taxes has been asserted against Interland or Buyer, and there are no pending,
or to the knowledge of Interland or Buyer,  threatened tax audits,  examinations
or claims that are material to Interland or Buyer.

          (h) ABSENCE OF  LIABILITIES.  Buyer has no assets or liabilities  and,
until  such time as the  Obligations  have  been  satisfied  in full,  except as
otherwise  permitted  by this  Agreement,  shall  have no assets  other than the
Domain Name and the Service Marks and shall have no liabilities. Buyer may enter
into an  intracompany  agreement with  Interland  pursuant to which Buyer grants
Interland an irrevocable,  perpetual license to exclusive use of the Domain Name
and the Service Marks and in which Interland and Buyer contract for Interland to
provide  certain  administrative,  legal and  accounting  functions on behalf of
Buyer; provided, however, that any license granted pursuant to this Section 3(h)
must comply with the provisions of Section 5(b)(iii) of this Agreement.

          (i) BROKERS AND FINDERS.  Neither  Interland nor Buyer have  incurred,
nor shall either of them incur,  directly or  indirectly,  any liability for any
brokerage  or  finders'  fees,  agent  commissions  or any  similar  charges  in
connection with this Agreement or any transaction contemplated hereby.

     4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants
to Buyer that the  following  statements  are true and  correct in all  material
respects:

          (a)  ORGANIZATION  AND GOOD  STANDING.  Seller is a  corporation  duly
organized, validly existing, and in good standing under the laws of the State of
California and has full corporate  power and authority to enter into and perform
its obligations under this Agreement,  and to own its properties and to carry on
its business as presently conducted and as proposed to be conducted.

          (b)  VALIDITY  OF  TRANSACTIONS.  This  Agreement,  and each  document
executed  and   delivered  by  Seller  in  connection   with  the   transactions
contemplated  by  this  Agreement,  and  the  performance  of  the  transactions
contemplated therein have been duly authorized, executed and delivered by Seller
and is each the valid and legally binding  obligation of Seller,  enforceable in
accordance  with  its  terms,  except  as  limited  by  applicable   bankruptcy,
insolvency   reorganization   and  moratorium  laws  and  other  laws  affecting
enforcement of creditor's rights generally and by general principles of equity.

          (c) TITLE TO ASSETS.  Seller owns all right, title and interest in the
Domain Name and Service Marks,  free and clear of any and all Liens. The sale of
the Domain Name and Service Marks by Seller to Buyer  pursuant to this Agreement
and the Ancillary  Agreements will effectively  convey all of Seller's rights in
the  Domain  Name and  Service  Marks to Buyer  (except  for  Seller's  security


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interest in the Domain Name and Service Marks  granted  pursuant to the Security
Agreement).

          (d) NO VIOLATION.  The  execution,  delivery and  performance  of this
Agreement  and each  document  executed  and  delivered  by Seller has been duly
authorized by the Board of Directors of Seller and, to the extent necessary, the
shareholders  of Seller,  will not  violate any law or any order of any court or
government  agency  applicable to Seller, as the case may be, or the Articles of
Incorporation or Bylaws of Seller, as amended, and will not result in any breach
of or default  under,  or, except as expressly  provided  herein,  result in the
creation  of any  encumbrance  upon any of the assets of Seller  pursuant to the
terms of any agreement or instrument by which Seller or any of its assets may be
bound. No approval of or filing with any governmental  authority is required for
Seller to enter into, execute or perform this Agreement

          (e)  BROKERS  AND  FINDERS.  Seller  has not  incurred,  nor it incur,
directly or indirectly,  any liability for any brokerage or finders' fees, agent
commissions  or any similar  charges in  connection  with this  Agreement or any
transaction contemplated hereby.

          (f)  INTELLECTUAL  PROPERTY.  Seller is the sole  owner of all  right,
title,  and interest,  free and clear of all Liens,  in and to the Service Marks
and the Domain Name.  Seller is not aware of any restrictions on Seller's rights
to the Service  Marks or the Domain  Name.  Seller has not  received any written
notice  claiming that Service Marks or the Domain Name are  infringing  upon the
rights of any other person or entity.  Seller makes no other  representations of
any kind regarding the Service Marks or the Domain Name.

     5. ADDITIONAL AGREEMENTS OF INTERLAND, BUYER AND SELLER.

          (a) FORMATION OF BUYER. As a condition to the Closing, Interland shall
have caused to be filed a Certificate of  Incorporation in the State of Delaware
for the purpose of incorporating  Buyer.  The Certificate of  Incorporation  for
Buyer shall provide for the due organization of Buyer as a corporation under the
laws of the  State of  Delaware  and  shall  contain  the  following  additional
provisions:

               (i) Until  such time as the  Obligations  have been paid in full,
Buyer  shall  have at  least  one  director  acceptable  to  Seller  in its sole
discretion (the "INDEPENDENT DIRECTOR"); provided, however, that the Independent
Director shall not be a stockholder,  director,  officer, employee or partner of
Seller or any of its affiliates and any costs associated with the appointment of
the Independent  Director  (including any  compensation or other fees payable to
such Independent  Director for service as a director of Buyer) shall be borne by
Seller;

               (ii) No  Independent  Director  may be removed  unless his or her
successor has been elected;

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               (iii) As long the Obligations  remain outstanding and not paid in
full, Buyer shall not, without the unanimous  consent of the board of directors,
including  without  limitation  the  Independent  Director,  take any Bankruptcy
Action. Bankruptcy Action shall mean:

                    (1)  Commencing  any  case,  proceeding  or other  action on
behalf of Buyer under any existing or future law of any jurisdiction relating to
bankruptcy, insolvency, reorganization or relief of debtors;

                    (2)  Instituting  proceedings  to have Buyer  adjudicated as
bankrupt or insolvent;

                    (3)   Consenting  to  the   institution   of  bankruptcy  or
insolvency proceedings against Buyer;

                    (4)  Filing a petition  or  consent  to a  petition  seeking
reorganization,  arrangement, adjustment, winding-up, dissolution,  composition,
liquidation or other relief on behalf of the  corporation of its debts under any
federal or state law relating to bankruptcy;

                    (5) Seeking or consenting to the  appointment of a receiver,
liquidator,  assignee, trustee, sequestrator,  custodian or any similar official
for Buyer or a substantial portion of its properties;

                    (6) Making any  assignment  for the benefit of  creditors of
Buyer; or

                    (7) Making any  assignment  for the benefit of  creditors of
Buyer,  and/or  taking  any  action  or  causing  Buyer  to take any  action  in
furtherance of any of the foregoing; and

               (iv) Until such time as the  Obligations  have been paid in full,
the  Certificate  of  Incorporation  of Buyer may not be amended to eliminate or
modify the  provisions set forth in this Section 5(a) without the consent of the
Independent Director.

        (b)  NEGATIVE  COVENANTS OF BUYER.  In addition to the  covenants
contained  in the Loan  Agreement,  so long as the  Obligations  remain  due and
outstanding, Buyer:

               (i)  shall not  engage  in any  business  activities  other  than
ownership of the Service Marks and the Domain Name and matters  directly related
thereto;

               (ii) shall not have any assets  other than the Service  Marks and
the Domain Name;

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               (iii) shall not sell, assign,  license,  give, pledge,  mortgage,
hypothecate  or otherwise  encumber,  transfer or permit to be  transferred  the
Domain Name or the Service  Marks;  provided,  however,  that Buyer may grant an
exclusive,   non-assignable,   non-transferable  license,  without  a  right  to
sublicense, of its rights to the Domain Names and Service Marks to Interland.

               (iv) shall  maintain  its  company  records  and books of account
separate and apart from those of any other person or entity;

               (v) shall maintain its books, records, resolutions and agreements
as official records;

               (vi) shall not commingle its funds or assets
with those of any other
entity;

               (vii) shall hold its assets in its own name;

               (vii) shall conduct its business in its own name;

               (ix)  shall  maintain  full and  complete  financial  records  in
accordance with generally accepted accounting  principles and shall maintain its
financial  statements,  accounting  records and other entity documents  separate
from any other person or entity;  (x) shall pay its own  liabilities  out of its
own funds and assets;

               (xi) shall observe all corporate formalities;

               (xii)  shall  maintain  an  arms-length   relationship  with  its
affiliates.

               (xiii) shall incur no indebtedness;

               (xiv) shall not assume or guarantee or become  obligated  for the
debts of any other  entity or hold out its credit as being  available to satisfy
the  obligation  of any other  entity;  (xv) shall not pledge its assets for the
benefit  of any other  person or entity  (other  than  pursuant  to he  Security
Agreement);

               (xvi)  shall  identify  or  hold  itself  out as a  separate  and
distinct  entity  under its own name and not as a division  or part of any other
person or entity;

               (xvii) shall not make loans to any person or entity;

               (xviii)  shall not identify its  affiliates as a division or part
of Buyer;

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               (xix)  shall not enter  into,  or be a party to, any  transaction
with  its  shareholders,  directors,  officers  or its  affiliates  (other  than
pursuant  to a  license  to  Interland  that  complies  with the  provisions  of
subsection (iii) of this section;

               (xx) shall pay the salaries of its own  employees,  if any,  from
its own funds;

               (xxi)   shall   maintain   adequate   capital  in  light  of  its
contemplated business operations;

               (xxii) not do any act in contravention of this Agreement or which
would make it impossible to carry out the business of Buyer; and

               (xxiii) not confess to any judgment.

          (c) NEGATIVE  COVENANTS  OF  INTERLAND.  In addition to the  covenants
contained  in the Loan  Agreement,  so long as the  Obligations  remain  due and
outstanding,  Interland may not sell, assign,  license, give, pledge,  mortgage,
hypothecate or otherwise encumber,  transfer or permit to be transferred any and
all rights it may have  (including,  without  limitation,  any  rights  obtained
pursuant to a license from Buyer) to the Domain Name or the Service Marks.

          (d)  COMPLIANCE  WITH  COVENANTS.  Interland and Buyer must notify the
Seller in writing of any Default (and the steps,  if any,  being taken to remedy
it) promptly upon becoming  aware of its  occurrence.  In addition,  promptly on
request by the Lender,  Interland and Buyer must supply to Seller a certificate,
signed by two of its authorized  signatories on its behalf,  certifying  that no
Default is outstanding or, if a Default is  outstanding,  specifying the Default
and the steps, if any, being taken to remedy it.

     6.  CONDITIONS OF CLOSING BY BUYER AND INTERLAND.  The obligations of Buyer
and Interland hereunder are, at its option, subject to satisfaction, on or prior
to the Closing Date or such earlier date as specifically provided below, of each
of the following conditions:

          (a) CLOSING OF  PURCHASE  AGREEMENT.  The closing of the  transactions
contemplated  by the  Purchase  Agreement  shall  have  occurred  prior  to,  or
concurrently with, the Closing.

          (b) REPRESENTATIONS, WARRANTIES AND COVENANTS.

               (i) All  representations  and  warranties  of Seller made in this
Agreement,  the  Ancillary  Agreements  or in any Exhibit,  Schedule or document
delivered  pursuant hereto,  shall be true and complete in all material respects
as of the date hereof and on and as of the Closing  Date as if made on and as of
that date.

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               (ii) All of the terms,  covenants  and  conditions to be complied
with and  performed  by Seller on or prior to the  Closing  Date shall have been
complied with or performed in all material respects.

               (iii)  Buyer and  Interland  shall have  received a  certificate,
dated as of the  Closing  Date,  from  Seller,  executed by Seller to the effect
that:  (a) the  representations  and  warranties  of  Seller  contained  in this
Agreement  are true  and  complete  in all  material  respects  on and as of the
Closing Date as if made on and as of that date;  (b) Seller has complied with or
performed in all material  respects all terms,  covenants  and  conditions to be
complied  with or  performed  by it on or prior to the Closing  Date;  (c) there
exists no default or breach by Web  Internet of its  obligations  under the Loan
Agreement except such as are being  irrevocably  waived by Seller or such as are
being cured by Seller's  entry into the Purchase  Agreement  and the delivery by
Buyer and Interland of this Agreement,  the Note and the Security Agreement; and
(d) upon the  consummation of the  transactions  contemplated by this Agreement,
Seller  irrevocably  releases  and  discharges  Web  Internet  from  any and all
obligations under the Loan Agreement

          (c)  ADVERSE  PROCEEDINGS.  No suit,  action,  claim  or  governmental
proceeding  shall be pending  against,  and no order,  decree or judgment of any
court, agency or other governmental  authority shall have been rendered against,
any party hereto which: (a) would render it unlawful, as of the Closing Date, to
effect the  transactions  contemplated  by this Agreement in accordance with its
terms;  (b) questions the validity or legality of any  transaction  contemplated
hereby;  (c) seeks to enjoin any transaction  contemplated  hereby;  (d) alleges
that the  Domain  Name or the  Service  Marks  infringe  the rights of any third
party; or (e) is a petition of bankruptcy by or against Seller, an assignment by
any Seller for the benefit of its creditors, or other similar proceeding.

          (d) CLOSING  DELIVERIES.  Seller shall have  executed and delivered to
Buyer the Bill of Sale in the form  attached  hereto as  Exhibit C (the "BILL OF
SALE") and the Security Agreement.

        7.  CONDITIONS  OF  CLOSING  BY  SELLER.  The  obligations  of  Seller
hereunder  are,  at its  option,  subject  to  satisfaction,  on or prior to the
Closing Date or such earlier date as specifically provided below, of each of the
following conditions

          (a) CLOSING OF  PURCHASE  AGREEMENT.  The closing of the  transactions
contemplated  by the  Purchase  Agreement  shall  have  occurred  prior  to,  or
concurrently with, the Closing.

          (b) REPRESENTATIONS, WARRANTIES AND COVENANTS.

               (i) All  representations  and  warranties  of Interland and Buyer
made in  this  Agreement  or in any  Exhibit,  Schedule  or  document  delivered
pursuant hereto,  shall be true and complete in all material  respects as of the
date hereof and on and as of the Closing Date as if made on and as of that date.

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               (ii) All of the terms,  covenants  and  conditions to be complied
with and  performed by Interland and Buyer on or prior to the Closing Date shall
have been complied with or performed in all material respects.

               (iii) Seller shall have received a  certificate,  dated as of the
Closing  Date,  executed by Buyer and  Interland,  to the effect  that:  (a) the
representations  and  warranties  of  Buyer  and  Interland  contained  in  this
Agreement  are true  and  complete  in all  material  respects  on and as of the
Closing Date as if made on and as of that date; and (b) Buyer and Interland have
complied  with or performed in all material  respects all terms,  covenants  and
conditions  to be complied  with or  performed  by it on or prior to the Closing
Date.

               (iv) Seller shall have  received a  certificate,  dated as of the
Closing Date,  executed by Buyer,  certifying the Certificate of  Incorporation,
Bylaws and resolutions of the Board of Directors of Buyer.

               (v) Buyer shall have executed and  delivered a signature  page to
this Agreement,  in form and substance  acceptable to Seller,  pursuant to which
Buyer  shall  agree  to be  bound  by all of the  provisions  of this  Agreement
relating to Buyer herein.

          (c)  ADVERSE  PROCEEDINGS.  No suit,  action,  claim  or  governmental
proceeding  shall be pending  against,  and no order,  decree or judgment of any
court, agency or other governmental  authority shall have been rendered against,
any party hereto which: (a) would render it unlawful, as of the Closing Date, to
effect the  transactions  contemplated  by this Agreement in accordance with its
terms;  (b) questions the validity or legality of any  transaction  contemplated
hereby;  (c) seeks to enjoin any transaction  contemplated  hereby;  or (d) is a
petition of bankruptcy by or against Buyer or Interland,  an assignment by Buyer
or Interland for the benefit of its creditors, or other similar proceeding.

          (d) CLOSING  DELIVERIES.  Interland  and Buyer shall have executed and
delivered to Seller the Note and the Security Agreement.

     8. INDEMNIFICATION.

          a.  SURVIVAL  OF   REPRESENTATIONS   AND   WARRANTIES.   Each  of  the
representations  and  warranties  made by Buyer,  Interland  and  Seller in this
Agreement shall survive the Closing and remain in full force until the repayment
in full of all of the Obligations.

          b. BY BUYER AND INTERLAND. Buyer and Interland, jointly and severally,
hereby agree to indemnify,  defend and hold harmless Seller, its affiliates, and
each of their respective officers,  directors,  shareholders and agents (each, a
"SELLER INDEMNIFIED PERSON"),  for any claims,  damages,  actions,  allegations,
liabilities,  losses or  charges  (collectively,  "CLAIMS")  against  any Seller
Indemnified  Person for any breach of any representation or warranty or covenant
of Interland or Buyer in this  Agreement any and all  obligations  owed by Buyer
and Interland under the Loan Agreement.

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<PAGE>

          c. BY  SELLER.  Seller  hereby  agrees to  indemnify,  defend and hold
harmless  Buyer and  Interland,  their  affiliates,  and, as  applicable,  their
officers,  directors,  shareholders  and  agents  (each,  a  "BUYER  INDEMNIFIED
PERSON"),  for any Claims against any Buyer Indemnified Person for any breach of
any representation or warranty or covenant of Seller in this Agreement.

          d. NOTICE AND RESOLUTION OF CLAIMS.

               (i) An indemnified  party under this Agreement shall give written
notice to the  indemnifying  party within 30 days after obtaining  knowledge of:
(A) any claim the  indemnified  party has  against  the  indemnifying  party not
involving a third-party  claim or litigation;  and (B) any third-party  claim or
litigation  against the  indemnified  party as to which  recovery  may be sought
against  the  indemnifying  party  because  of the  indemnity  set forth in this
Section 6, specifying in reasonable detail the claim or litigation and the basis
for  indemnification;  provided,  that  the  failure  of the  indemnified  party
promptly to notify the  indemnifying  party of any such matter shall not release
the  indemnifying  party, in whole or in part,  from its obligations  under this
Section 8 except to the  extent  the  indemnified  party's  failure to so notify
actually  prejudices  the  indemnifying  party's  ability to defend against such
third-party  claim or  litigation.  If such claim for indemnity  arises from the
claim or litigation  of a third party,  the  indemnified  party shall permit the
indemnifying  party to assume the defense of any such claim,  litigation  or any
litigation resulting from such claim.

               (ii) If the  indemnifying  party  assumes the defense of any such
third-party claim or litigation, the obligations of the indemnifying party under
this Agreement  shall include taking all steps  necessary in the  investigation,
defense or settlement of such claim or  litigation  (including  the retention of
legal  counsel) and,  subject to the  limitations in this Section 8, holding the
indemnified  party  harmless  from and against  any and all losses  caused by or
arising out of any settlement approved by the indemnifying party or any judgment
in connection with such claim or litigation.  The indemnifying  party shall not,
in the defense of such claim or litigation,  except with the written  consent of
the  indemnified  party,  consent  to entry of any  judgment,  or enter into any
settlement:  (A) that does not  include as an  unconditional  term  thereof  the
giving by the  claimant or the  plaintiff  to the  indemnified  party a complete
release  from,  all  liability  in  respect  of or  related  to  such  claim  or
litigation; or (B) the effect of which is to permit any injunction,  declaratory
judgment,  other  order or other  equitable  relief to be  entered,  directly or
indirectly,  against any indemnified  party. The indemnifying party shall permit
the  indemnified  party to  participate  in such defense or  settlement  through
counsel  chosen by the  indemnified  party,  with the fees and  expenses of such
counsel borne by the indemnified party.

               (iii) Failure by the indemnifying party to notify the indemnified
party of its election to assume the defense of any such claim or litigation by a
third  party  within  30  days  after  notice  thereof  has  been  given  to the
indemnifying  party  shall be deemed a waiver by the  indemnifying  party of its
right to assume the  defense of such claim or  litigation.  If the  indemnifying
party does not assume the defense of such claim or  litigation by a third party,
the  indemnified  party may defend or settle  such claim or  litigation  in such
manner as the indemnified  party may deem  appropriate and may settle such claim


                                       11
<PAGE>

or litigation on such terms as it may deem appropriate.

     9. ENTIRE AGREEMENT.  This Agreement and the Ancillary  Agreements  contain
the entire  agreement  and  understanding  of the  parties  with  respect to the
subject  matter  hereof,  and  any  and  all  prior  discussions,  negotiations,
commitments or understandings  related thereto, if any, are hereby merged herein
and therein.  No  representations or warranties,  oral or otherwise,  express or
implied, other than those specifically referred to in this Agreement,  have been
made by any party hereto.

     10. WAIVER,  MODIFICATION AND AMENDMENT.  No provision hereof may be waived
unless in writing  signed by the  parties  hereto.  Waiver of any one  provision
herein  shall  not be  deemed  to be a  waiver  of any  provision  herein.  This
Agreement may be amended or modified only by a written agreement executed by all
of the parties hereto.

     11. BINDING ON PARTIES.  This  Agreement,  and all the terms and provisions
hereof,  shall be binding  on the  parties  and their  respective  heirs,  legal
representatives,  successors and assigns,  and shall inure to the benefit of the
parties  and their  respective  heirs,  legal  representatives,  successors  and
assigns.

     12. NO RELIANCE. The parties acknowledge that they have read and understood
this Agreement and the Ancillary  Agreements,  that they are relying solely upon
the contents of this Agreement and the Ancillary  Agreements and are not relying
upon any other  representations,  warranties,  or  inducements  whatsoever as an
inducement to enter into this Agreement and the Ancillary Agreements, other than
those referenced herein, and acknowledge that no representations, warranties, or
covenants  have been made  which are not  referenced  in this  Agreement  or the
Ancillary Agreements.

     13. NO WAIVER.  Failure to insist on compliance with any term, covenant, or
condition contained in this Agreement shall not be deemed a waiver of that term,
covenant,  or condition,  nor shall any waiver or relinquishment of any right or
power  contained  in this  Agreement  at any one time or more  times be deemed a
waiver or relinquishment of any right or power at any other time or times.

     14.  GOVERNING LAW;  VENUE;  SERVICE OF PROCESS.  This  Agreement  shall be
construed and enforced in accordance  with the laws of the State of  California.
Each of the parties  hereby  agrees and consents to be subject to the  exclusive
jurisdiction  of the United States  District  Court for the Central  District of
California  and  the  exclusive  jurisdiction  of the  courts  of the  State  of
California  located  in Los  Angeles  County in any suit,  action or  proceeding
seeking to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions  contemplated  hereby.  Each
party hereby  irrevocably  consents to the service of any and all process in any
such suit, action or proceeding by the delivery of such process to such party at
the address and in the manner provided in Section 21 below.

                                       12
<PAGE>

     15. ARBITRATION. Any claim or dispute between the parties shall be resolved
by  arbitration  in  accordance  with  the  Rules  of the  American  Arbitration
Association. The parties agree that arbitration shall take place in Los Angeles,
California,  and the parties hereby agree to submit to personal  jurisdiction in
California.  Judgment upon the award entered by the arbitrator(s) may be entered
in any court having jurisdiction thereof.

     16. SEVERABILITY.  Should any portion,  word, clause,  phrase,  sentence or
paragraph of this  Agreement  be declared  void or  unenforceable,  such portion
shall  be  considered  independent  of and  severable  from the  remainder,  the
validity of which shall remain unaffected.

     17. TITLES AND  CAPTIONS.  Paragraph  titles or captions  contained in this
Agreement are inserted only as a matter of convenience  and for reference and in
no way define,  limit,  extend or describe  the scope of this  Agreement  or the
intent of any provisions hereof.

     18. COUNTERPARTS.  This Agreement may be executed in counterparts, and when
each  party  has  signed  and  delivered  at least  one such  counterpart,  each
counterpart shall be deemed an original, and, when taken together with the other
signed counterparts,  shall constitute one agreement, which shall be binding and
effective as to the parties.

     19.  FURTHER  ASSURANCES.  The  parties to this  Agreement  shall  promptly
execute and deliver any and all additional documents,  instruments, notices, and
other  assurances,  and shall do any and all other acts and  things,  reasonably
necessary to carry out and  effectuate the terms of this  Agreement.  Each party
agrees  that  such  party  will  not do or  fail  to do  anything,  directly  or
indirectly,  that will  interfere  with or  adversely  affect  any of the rights
provided  for  herein  or that  would  interfere  with the  performance  of this
Agreement by the other party.

     20. NOTICES. All notices or other communications  hereunder shall be deemed
to have  been  duly  given and made if in  writing  and if  served  by  personal
delivery  upon the party for whom it is intended,  if delivered by registered or
certified mail, return receipt requested,  or by a national courier service,  or
if sent by  facsimile;  provided,  that the  facsimile  is promptly  followed by
telephone  confirmation  thereof to the  appropriate  person at the  address set
forth below, or at such other address as may be designated in writing hereafter,
in the same manner, by such person:

         If to Seller, to:

         Web Service Company, Inc.
         3690 Redondo Beach Avenue
         Redondo Beach, CA 90278-1165
         Attention:  William E. Bloomfield Jr.
         Telephone: (310) 297-9462
         Facsimile: (310) 297-9450



                                       13
<PAGE>

         With a copy to:

         Jeffer Mangels Butler & Marmaro
         1900 Avenue of the Stars, 7th Floor
         Los Angeles, CA 90067-4308
         Attention: Thomas Bacon, Esq.
         Telephone: (310) 203-8080
         Facsimile: (310) 201-3539



         Interland, Inc.
         303 Peachtree Center Avenue
         Suite 500
         Atlanta, GA  30303
         Attention:  Jeff Stibel, President
         Telephone:  (404) 260-2477
         Telecopier:  (404) 260-2760

                with a copy to:

         Wargo & French, LLP
         1170 Peachtree Street, N.E..
         Suite 2020
         Atlanta, GA  30309
         Attention:  James P. Hermance
         Telephone:  (404) 853-1500
         Telecopier:  (404) 853-1501


     Any such notice shall be deemed  delivered (a) on the date  delivered if by
personal  delivery,  (b) on the date upon which receipt is signed or delivery is
made,  (c) on the date upon which the return  receipt is signed or  delivery  is
refused,  as the case may be, if mailed by registered or certified  mail, (d) on
the next succeeding  Business Day if sent by national courier service, or (e) on
the  date   telecommunicated   if  by   telecopier  if  confirmed  by  telephone
confirmation.

     21.  ATTORNEYS  FEES. In the event of any action at law or in equity or any
arbitration or other proceeding is brought for the interpretation or enforcement
of this Agreement or in connection with any of the provisions of this Agreement,
the successful or prevailing  party shall be entitled to attorney's  fees, court
costs,  deposition costs and fees, lay and expert witness fees and costs,  costs
of appeal and all other costs reasonably incurred in such action or proceeding.

                                       14
<PAGE>

     22. EXPENSES.  Each party will bear its own costs and expenses  incurred by
it in connection with this Agreement and the transactions contemplated hereby.

     23. NO THIRD-PARTY BENEFICIARIES. This Agreement shall inure to the benefit
of and be binding upon the parties  hereto and their  respective  successors and
permitted assigns. Nothing in this Agreement, express or implied, is intended to
confer  upon any  person  or  entity  other  than  Buyer  and  Seller,  or their
successors or permitted  assigns,  any rights or remedies  under or by reason of
this Agreement.



                            [SIGNATURE PAGE FOLLOWS]


                                       15
<PAGE>


     IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the date
first set forth above.


SELLER:                                       INTERLAND:

Web Service Company, Inc.                     Interland, Inc.

By: /s/ William E. Bloomfield                 By: /s/ Jeffrey M. Stibel
   -----------------------------------        ----------------------------------
   Bill Bloomfield Jr.,                       Name:   Jeffrey M. Stibel
   Chief Executive Officer                    Title:  Chief Executive Officer


                                       16
<PAGE>



                                   EXHIBIT A

                         SECURITY AND PLEDGE AGREEMENT



                                       17
<PAGE>



                                   EXHIBIT B

          AMENDED AND RESTATED LINE OF CREDIT NOTE AND LOAN AGREEMENT



                                       18
<PAGE>



                                   EXHIBIT C

                                  BILL OF SALE