EXHIBIT 2.10

                   MERGER AGREEMENT AND PLAN OF REORGANIZATION


     THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is made this
11th day of December,  2002 ("Execution  Date"),  among TRELLIX  CORPORATION,  a
Delaware  corporation  ("Trellix");  INTERLAND,  INC.,  a Minnesota  corporation
("Interland"); and CHEETAH ACQUISITION CORPORATION, a Delaware corporation and a
wholly-owned subsidiary of Interland ("Merger Sub").

                                    RECITALS

     A.  Trellix is in the  business of  providing  private-label  software  for
website  publishing,  related site promotion and business  services for websites
and website hosting technologies and services (the "Business").

     B. The respective Boards of Directors of Interland,  Merger Sub and Trellix
have each  approved  the  merger of the Merger  Sub with and into  Trellix  with
Trellix surviving  ("Merger"),  upon the terms and subject to the conditions set
forth in this Agreement,  whereby each issued and  outstanding  share of capital
stock of Trellix  will be  converted  into the right to receive a portion of the
Merger Consideration (as defined in Section 2.1) as set forth herein.

     C. The respective Boards of Directors of Interland,  Merger Sub and Trellix
have each  determined  that the Merger and the other  transactions  contemplated
hereby are consistent  with, and in furtherance  of, their  respective  business
strategies  and  goals  and  are in  the  best  interests  of  their  respective
stockholders.

     D.   Interland,   Merger   Sub  and   Trellix   desire   to  make   certain
representations,  warranties,  covenants,  each to the other,  and agreements in
connection  with the  Merger and also to  prescribe  various  conditions  to the
Merger.

     NOW,  THEREFORE,  in  consideration  of  the  representations,  warranties,
covenants and agreements  contained in this Agreement,  the parties hereto agree
as follows:

                                    ARTICLE 1
                                   THE MERGER

     1.1 THE MERGER.  Upon the terms and subject to the  conditions set forth in
this  Agreement,  and in accordance  with the Delaware  General  Corporation Law
("DGCL"),  the Merger Sub shall be merged with and into Trellix at the Effective
Time (as defined in Section 1.3).  Following the  Effective  Time,  the separate
corporate  existence  of the Merger  Sub shall  cease and  Trellix  shall be the
surviving corporation ("Surviving Corporation").

     1.2 CLOSING. The closing of the Merger ("Closing") will take place at 10:00
a.m.,  Eastern Standard time, on a date to be specified by the parties ("Closing
Date"),  which shall be no later than the second business day after satisfaction
or waiver of the  conditions set forth in Article 7, unless another time or date



is agreed to by the parties  hereto.  The Closing will be held at the offices of
Testa, Hurwitz & Thibeault,  LLP, 125 High Street, Boston,  Massachusetts 02110,
or such other location as may be agreed to by the parties hereto.

     1.3 EFFECTIVE TIME. Subject to the provisions of this Agreement, as soon as
practicable  on the  Closing  Date,  the  parties  shall  cause the Merger to be
consummated by filing a certificate of merger or other appropriate documents (in
any such case,  the  "Certificate  of Merger")  executed in accordance  with the
relevant  provisions  of the DGCL and shall make all other filings or recordings
required under the DGCL.  The Merger shall become  effective at such time as the
Certificate  of Merger is duly filed with the Secretary of State of Delaware and
is declared effective by the Secretary of State of the State of Delaware,  or at
such subsequent date or time as Interland and Trellix shall agree and specify in
the  Certificate  of  Merger  (the  time  the  Merger  becomes  effective  being
hereinafter referred to as the "Effective Time").

     1.4 STATUTORY EFFECTS OF THE MERGER.  The Merger shall have the effects set
forth in the DGCL, including Section 259 thereof.

     1.5  CERTIFICATE  OF  INCORPORATION.  The  laws  which  are to  govern  the
Surviving  Corporation  are the laws of the State of Delaware.  At the Effective
Time, the Certificate of Incorporation of the Surviving  Corporation  shall read
in its entirety as set forth on Exhibit 1.5 attached hereto,  and thereafter may
be amended in accordance with its terms and applicable law.

     1.6 BYLAWS. The bylaws of the Merger Sub in effect immediately prior to the
Effective  Time  shall be the  bylaws  of the  Surviving  Corporation  and shall
continue in full force and effect until changed,  altered or amended as provided
therein and in the manner prescribed by Delaware law.

     1.7  DIRECTORS  AND  OFFICERS.  The  directors  and  officers of Merger Sub
immediately  prior to the  Effective  Time shall be the  initial  directors  and
officers of the Surviving  Corporation,  each to hold office in accordance  with
the Certificate of Incorporation  and bylaws of the Surviving  Corporation.  The
directors and officers of Trellix shall resign as of the Effective Time.

     1.8  RESERVATION  OF RIGHT TO REVISE  TRANSACTION.  If each of Trellix  and
Interland  agree,  the  parties  hereto may change the method of  effecting  the
business  combination  between  Interland  and  Trellix,  and each  party  shall
cooperate in such efforts, including to provide for a merger of Trellix with and
into  Interland  with  Interland  being  the  surviving  corporation;  provided,
however, that no such change shall (i) alter or change the amount or kind of the
Merger Consideration, or (ii) materially delay receipt of any approvals required
for the consummation of the transactions contemplated by this Agreement.

     1.9 CLOSING DELIVERIES.

          (a)  Trellix's  Deliveries.  At  Closing,  Trellix  shall  deliver  to
Interland and Merger Sub each of the  following,  together  with any  additional
items  which  Interland  may  reasonably  request  to  effect  the  transactions


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contemplated  herein  (the  receipt  of  all  of  which  are  conditions  to the
obligation of Interland and Merger Sub to close):

               (i)  Trellix  shall  deliver a  certified  copy of the  corporate
resolutions of the Board of Directors of Trellix  authorizing  and approving the
Merger and the execution,  delivery,  and  performance of this Agreement and all
other  documents,  instruments and agreements  contemplated by this Agreement by
Trellix  together  with an  incumbency  certificate  with respect to officers of
Trellix  executing  such  documents  or  instruments  on behalf of Trellix.  The
stockholders of Trellix entitled to vote on or consent to this Agreement and the
Merger in  accordance  with the DGCL and the  Certificate  of  Incorporation  of
Trellix  shall have  approved  this  Agreement  and the Merger by the  requisite
percentage vote required by the DGCL and Trellix's Certificate of Incorporation.
Trellix shall deliver evidence of such approval to Interland;

               (ii) a certificate  of the President of Trellix  certifying as to
the  matters  set  forth  in  Sections  7.1,  7.2 and 7.3  hereof  and as to the
satisfaction of all other covenants of Trellix, set forth in this Agreement;

               (iii) the Net Debt Shortfall  Escrow  Agreement and the Indemnity
Escrow  Agreement  (defined in Section  2.3(a) and (b) below)  duly  executed by
Trellix, the Stockholder Representative and the escrow agent named therein;

               (iv) written  consents from all persons,  entities and regulatory
bodies  whose  consent to the Merger is required  as set forth in  Schedule  4.4
attached hereto;

               (v) the corporate minute books, seals and stock transfer books of
Trellix  certified  by the  corporate  secretary  thereof as true,  correct  and
complete;

               (vi) an opinion of counsel to Trellix,  in substantially the form
of Exhibit 1.9(a)(vi) attached hereto;

               (vii) the Certificate of Merger duly executed by Trellix;

               (viii) Good  Standing  Certificates  issued by the  Secretary  of
State of the  State of  Delaware  and all  other  states  in  which  Trellix  is
qualified as a foreign  corporation  certifying that Trellix is in good standing
as a corporation under the laws of said states;

               (ix) a  noncompetition  agreement  substantially  in the  form of
Exhibit 1.9(a)(ix) ("Noncompetition Agreement") attached hereto duly executed by
Don Bulens, Dan Bricklin, and Winslow B. Kelley;

               (x)  employment  agreements  duly  executed  by Don  Bulens,  Dan
Bricklin,  and Winslow B. Kelley in form and  substance  mutually  acceptable to
Interland and the respective signatory thereto;

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               (xi) a  certificate  from the agents,  representatives,  brokers,
counsel, and accountants for Trellix (collectively  "Representatives")  that are
entitled  to  additional  payment  for their  services  in  connection  with the
authorization,  negotiation,  preparation, and performance of this Agreement and
related expenses, certifying the amount to which such Representative is entitled
to be paid in connection with all such services  performed and expenses incurred
as of the Closing Date; and

               (xii) any other  documents or agreements  contemplated  hereby or
necessary or appropriate to consummate the transactions contemplated hereby.

          (b) Interland  and Merger Sub  Deliveries.  At Closing,  Interland and
Merger Sub shall  deliver to Trellix each of the  following,  together  with any
additional items which Trellix may reasonably request to effect the transactions
contemplated  herein  (the  receipt  of  all  of  which  are  conditions  to the
obligation of Trellix to close):

               (i) the Net Debt Shortfall  Escrow Agreement and Indemnity Escrow
Agreement duly executed by Interland and Merger Sub;

               (ii) certified  copies of the corporate  resolutions of the Board
of Directors of Interland and of the Board of Directors and sole  stockholder of
Merger Sub authorizing and approving the Merger and the execution,  delivery and
performance  of  this  Agreement  and  all  other  documents,   instruments  and
agreements  contemplated by this Agreement by Interland and Merger Sub, together
with  incumbency  certificates  with  respect  to  the  respective  officers  of
Interland  and  Merger  Sub  executing  documents  or  instruments  on behalf of
Interland and Merger Sub;

               (iii) written consents from all persons,  entities and regulatory
bodies  whose  consent to the Merger is required  as set forth in  Schedule  5.3
attached hereto;

               (iv) a  certificate  of an  authorized  officer of Interland  and
Merger Sub  certifying  as to the matters set forth in Sections 8.1, 8.2 and 8.3
hereof and as to the satisfaction of all other covenants of Interland and Merger
Sub, respectively, set forth herein;

               (v) the Certificate of Merger duly executed by Merger Sub;

               (vi) An opinion of counsel to  Interland,  in  substantially  the
form of Exhibit 1.9(b)(vi) attached hereto;

               (vii) Good Standing Certificates issued by the Secretary of State
for  the  States  of  Minnesota  and  Delaware,  respectively,  certifying  that
Interland  and  Merger Sub are in good  standing  under the  Minnesota  Business
Corporation Act and the DGCL, as applicable;

               (viii) the payments required to be made by Interland  pursuant to
Sections 2.1 and 3.7(b) hereof; and

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               (ix) any other  documents or  agreements  contemplated  hereby or
necessary or appropriate to consummate the transactions contemplated hereby.

     1.10 INTENDED TAX TREATMENT OF THE MERGER.  The parties  hereby intend that
the Merger be treated as a taxable  transaction for state and federal income tax
purposes  and shall  report the  transaction  in a manner  consistent  therewith
unless otherwise required by law.

                                    ARTICLE 2
                     EFFECT OF THE MERGER ON CAPITAL STOCK;
                            EXCHANGE OF CERTIFICATES

     2.1 MERGER CONSIDERATION; EXCHANGE OF CERTIFICATES.

          (a) General.  At Closing,  subject to the terms and conditions of this
Agreement,  each share of Trellix's  common  stock,  par value $0.0001 per share
("Common Stock"),  Series A-1 Preferred Stock, par value $.01 per share ("Series
A-1  Preferred"),  Series A-2 Preferred Stock, par value $.01 per share ("Series
A-2  Preferred"),  Series B Preferred Stock, par value $.01 per share ("Series B
Preferred"),  Series C  Preferred  Stock,  par value  $.01 per share  ("Series C
Preferred"),  Series D  Preferred  Stock,  par value  $.01 per share  ("Series D
Preferred"),  and Series E Preferred  Stock, par value $.01 per share ("Series E
Preferred",   sometimes  referred  to  herein,  together  with  the  Series  A-1
Preferred,  Series A-2  Preferred,  Series B Preferred,  Series C Preferred  and
Series D Preferred as, the "Trellix  Preferred  Stock"),  issued and outstanding
immediately  prior to the Effective  Time (other than shares held in treasury or
which constitute  Dissenting  Shares (as defined below)) shall, by virtue of the
Merger and without any action on the part of the holders thereof,  automatically
be cancelled and  extinguished  and  converted  into, in the case of the Trellix
Preferred Stock (other than the Series D Preferred Stock),  the right to receive
a portion of the Merger  Consideration  as specified  in Section 2.2 below.  The
term  "Merger  Consideration"  shall  mean,  in the  aggregate  and  subject  to
adjustment  as set forth in Section  2.1(b)  below,  (i)  $4,750,000  (the "Cash
Consideration"),  (ii) 3,000,000  shares (the  "Interland  Common Stock") of the
Common  Stock of  Interland  (the  "Stock  Consideration"),  and (iii)  warrants
exercisable  for an  aggregate  of  6,000,000  shares  of the  Common  Stock  of
Interland (the "Warrants"), substantially in the form of Exhibit 2.1(a) attached
hereto, exerciseable for a period of five years following the Closing at a price
of $5.00 per share (the "Warrant Consideration"). The shares of Interland Common
Stock issuable upon  conversion of the Warrants are  hereinafter  referred to as
"Warrant  Shares." A portion of the Merger  Consideration  shall be  escrowed at
Closing pursuant to Section 2.3 below. At Closing,  the Cash Consideration shall
be paid as follows:  (i) $475,000 shall be deposited  into the Indemnity  Escrow
pursuant to Section 2.3(b) (the "Indemnity Escrow Cash"), (ii) $500,000 shall be
deposited  into the Net Debt  Shortfall  Escrow  pursuant to Section 2.3(a) (the
"Net Debt Shortfall  Cash"),  (iii) to the extent an Estimated Net Shortfall (as
defined  below) exists,  the amount of such  Estimated Net Debt Shortfall  shall
reduce the Cash Consideration and be retained by Interland, and (iv) the balance
shall be paid into the Exchange Account pursuant to Section 2.1(c) (such balance
being the "Closing Cash Consideration").

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          (b) Net Debt Adjustment to the Merger Consideration.

               (i) The Merger  Consideration  shall be decreased  (the "Net Debt
Adjustment to the Merger  Consideration") by the amount by which the Closing Net
Debt of Trellix is less than the Baseline  Net Debt of Trellix.  For the purpose
of this Agreement, the following definitions shall apply:

                    (A) "Net Debt of  Trellix"  means  total  current  assets of
Trellix less total current  liabilities  of Trellix and less  long-term  debt of
Trellix,  determined in accordance with GAAP.  Notwithstanding the foregoing for
purposes of determining the Net Debt of Trellix,  (I) the current liabilities of
Trellix  shall not include (x) the current  portions of any capital  leases with
Comdisco,  Inc., or Hewlett Packard (collectively,  the "Equipment Leases") (but
shall  include any portion of any such capital  lease that is due and payable as
of the Closing Date),  or (y) deferred  revenue,  and (II) the long-term debt of
Trellix shall not include the long-term debt portion of the Equipment Leases.

                    (B)  "GAAP"  means from the books and  records  of  Trellix,
prepared in accordance with generally accepted  accounting  principles,  applied
consistently with the balance sheets of Trellix prepared for prior periods.

                    (C)  "Baseline  Net  Debt  of  Trellix"   means  a  negative
$540,000.

                    (D)  "Closing   Net  Debt  of  Trellix"   means  the  amount
calculated in accordance with Section 2.4 below.

               (ii) At Closing,  the Chief  Financial  Officer of Trellix  shall
provide a certificate  setting forth his good faith  estimate of the Net Debt of
Trellix as of the Closing  Date (the  "Estimated  Net Debt").  To the extent the
Estimated Net Debt is less than the Baseline Net Debt of Trellix (the "Estimated
Net Debt Shortfall"),  the Cash Consideration  shall be decreased by such excess
amount.  The Estimated Net Debt shall include an accrual for the items  required
to be accrued in the  Preliminary  Closing Balance Sheet as set forth in Section
2.4.

          (c) Exchange of Certificates; Delivery of Merger Consideration. On the
Closing  Date,  Interland  shall  cause the  Closing  Cash  Consideration  to be
deposited  in a separate  bank account (the  "Exchange  Account").  In addition,
Interland   shall   issue  and  hold  the  Stock   Consideration   and   Warrant
Consideration,  as reduced by the Indemnity Escrow and Net Debt Shortfall Escrow
pursuant  to  Section  2.3 below  (such net  amount  being  the  "Closing  Stock
Consideration" and "Closing Warrant Consideration",  respectively), in the names
of the stockholders  entitled to receive such Stock and Warrant Consideration as
specified in Section 2.2 below (the "Exchange  Securities").  Upon or within two
(2) business  days after the Closing  Date,  Trellix shall cause to be mailed to
each stockholder  entitled to receive a portion of the Merger Consideration (the
"Stockholders")  as specified in Section 2.2 below,  a letter of  transmittal (a
"Letter of Transmittal") and instructions for its use in effecting the surrender
of such  Stockholder's  shares of Trellix  capital stock in exchange for payment
therefor.  The Letter of Transmittal  shall (i) specify that  acceptance of such
Stockholder's  portion of the Merger  Consideration  shall constitute  agreement


                                       6


with all the terms of the Merger  Agreement,  including  without  limitation the
indemnification  provisions and appointment of a Stockholder  Representative  as
set forth in Article 6 and the terms of the Indemnity  Escrow  Agreement and Net
Debt Shortfall Escrow Agreement,  (ii) contain representations and warranties of
such Stockholders with respect to the following matters (A) the power,  capacity
and authority of the respective Stockholder to execute and deliver the Letter of
Transmittal  and  other  agreements,   documents  and  instruments  executed  in
connection  with  the  Merger  ("Stockholder  Transaction  Documents"),  (B) the
enforceability  of  the  Letter  of  Transmittal  and  Stockholder   Transaction
Documents,  (C) the title to the Trellix  capital stock being  submitted by such
Stockholder, and (D) the fact that, to the knowledge of such Stockholder,  there
exists no basis for a claim  against  Trellix or the Surviving  Corporation  for
which Trellix or the Surviving  Corporation  would be obligated to indemnify any
person or entity  pursuant  to the  Certificate  of  Incorporation  or Bylaws of
Trellix or the  Surviving  Corporation  or  otherwise;  (iii)  provide that such
Stockholder  releases  any  claims  it has or may have  against  Trellix  or the
Surviving  Corporation  other  than  rights  arising  by  virtue  of a breach by
Interland  or  Merger  Sub of their  obligations  under  this  Agreement  or the
Interland  Transaction  Documents;  (iv) to the extent such  Stockholder  was an
officer or director of Trellix  prior to the Effective  Time,  provide that such
officer's or director's  sole right in respect of any claim for  indemnification
by Trellix or the Surviving  Corporation for acts or omissions  committed in his
or her capacity as an officer or director in connection with the Merger or prior
to the Effective Time shall be limited to the amount paid to Interland or Merger
Sub in respect of such act or omission by virtue of the officers  and  directors
liability  insurance  purchased by Trellix as set forth in Section 3.6, together
with a  related  waiver,  or to the  extent  such  Stockholder  had the right to
appoint  or  approve a director  of  Trellix,  such  Stockholder  shall  deliver
simultaneously  therewith an  acknowledgment  and waiver to the foregoing effect
from the  director so appointed  or approved by such  Stockholder;  and (v) such
other terms as Interland or Merger Sub shall reasonably specify.  Upon surrender
of a Stockholder's  shares of Trellix capital stock to Interland,  together with
such Letter of Transmittal duly executed,  such Stockholder shall be entitled to
receive,  within ten (10) days after such surrender,  in exchange therefor, such
Stockholder's   portion  of  the  Closing  Cash  Consideration,   Closing  Stock
Consideration,  and Closing Warrant  Consideration  (collectively,  the "Closing
Consideration"),  if any, as set forth in Section  2.2,  which  amount,  if any,
shall be paid by Interland by check or wire  transfer in the case of the Closing
Cash Consideration,  and delivery of securities in the case of the Closing Stock
Consideration  and the  Closing  Warrant  Consideration,  and the  Stockholder's
surrendered securities shall be canceled. No interest will be paid or accrued on
the  cash or  securities  payable  upon  the  surrender  of  such  Stockholder's
securities.   Interland  shall  have  appropriate   procedures  for  lost  stock
certificates.  Until  surrendered  in  accordance  with the  provisions  of this
Section 2.1(c), each share of Trellix capital stock shall represent the right to
receive the amount  provided by this  Agreement,  if any,  without any  interest
thereon.

          (d)  Escheat.  Any  portion  of the  Cash  Consideration  held  in the
Exchange  Account or the  Exchange  Securities  held by  Interland  pursuant  to
Section 2.1(b) that remains unclaimed by the persons otherwise  entitled thereto
after 12 months  following  the  Effective  Time may be (a) removed by Interland
from the Exchange Account with respect to the Closing Cash  Consideration or (b)
transferred  to book  entry  form  with  the  transfer  agent  of  Interland  or
cancelled,  at  Interland's  option,  with respect to the  Exchange  Securities.
Neither Interland nor the Surviving Corporation shall be liable to any holder of


                                       7


Trellix's  capital stock for any portion of the Merger  Consideration  otherwise
due to such holder that may be  delivered to a public  official  pursuant to any
applicable abandoned property, escheat or similar law.

          (e) Investment of Exchange Fund. Interland may invest the Closing Cash
Consideration  in its discretion.  Any interest and other income  resulting from
such investments  shall be used,  first, to defray the costs of establishing the
Exchange Account, and second, any excess shall be paid to Interland. There shall
be paid to the record holder of certificates  representing  the Interland Common
Stock included in the Exchange  Securities,  upon surrender of the Stockholder's
shares of Trellix capital stock in exchange for the Closing  Consideration,  the
amount  of  dividends  or other  distributions  with a  record  date  after  the
Effective Time  theretofore paid with respect to such shares of Interland Common
Stock.

          (f) Accredited  Investor  Representations.  Notwithstanding  any other
provision  of this  Agreement,  Interland  shall not be  required to deliver any
Interland  Common Stock, or warrants to purchase  Interland Common Stock, to any
person pursuant to Section 2.1(c) hereof,  unless  Interland shall have received
an  accredited  investor  representation  letter  substantially  in the  form of
Exhibit 2.1(f)  attached  hereto (the  "Accredited  Investor  Letter") from such
person in a form reasonably  acceptable to Trellix and Interland indicating that
such person is an  "accredited  investor" as defined  under  Regulation D of the
Securities   Act  and  the  rules   and   regulations   promulgated   thereunder
(Stockholders  meeting  such  definition  are  hereinafter  referred  to as  the
"Accredited  Investors") and setting forth such Stockholder's state of residence
or principal  place of business,  as applicable,  and such other  information as
Interland or Merger Sub may reasonably request.

          (g) Non-Accredited  Investors.  The Stockholders entitled to receive a
portion of the Merger  Consideration  as  identified  on  Exhibit  2.2(b)  shall
provide to Interland an Accredited Investor Letter, or to the extent one or more
such  Stockholders  does not meet the  definition  of  "accredited"  investor as
defined under  Regulation D of the Securities Act and the rules and  regulations
promulgated   thereunder   (the   "Non-Accredited   Stockholders"),   each  such
Non-Accredited  Stockholder shall so indicate in the Accredited Investor Letter.
In the event that Interland determines that the issuance of Stock Consideration,
Warrants,  or Warrant Shares to such  Non-Accredited  Stockholders would violate
federal or state  securities law unless such  securities were  registered,  such
Non-Accredited Stockholder shall receive its portion of the Merger Consideration
exclusively from the Cash  Consideration.  Any Stockholder failing to provide an
Accredited  Investor  Letter  prior to Closing (an  "Undocumented  Stockholder")
shall be treated as a Non-Accredited  Stockholder.  In such event, the remaining
Merger  Consideration  shall be  allocated  among  the  Accredited  Stockholders
proportionately based on their stock ownership.  In the event the Non-Accredited
Investors  and   Undocumented   Stockholders   are  to  be  issued  solely  Cash
Consideration,  Trellix shall provide to Interland,  on or before the Closing, a
revised Exhibit 2.2(b)  reflecting the  reallocation of the Cash  Consideration,
Stock Consideration,  and Warrant  Consideration in accordance with this Section
2.1(g),  indicating the amount of each type of such consideration to be received
at Closing and upon  disbursement of the Net Debt Shortfall Escrow and Indemnity
Escrow, assuming no claims are made thereunder.

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     2.2 EFFECT ON CAPITAL  STOCK.  As of the  Effective  Time, by virtue of the
Merger and without any action on the part of Interland,  Merger Sub,  Trellix or
the holders of Trellix's capital stock:

          (a) Common  Stock.  Each  issued and  outstanding  share of  Trellix's
Common  Stock,  by virtue of the Merger  and for no  consideration  in  exchange
therefor,  shall automatically be cancelled and retired and shall cease to exist
and shall no longer be outstanding,  and the holders thereof shall cease to have
any rights with respect thereto, except the right to exercise dissenters' rights
pursuant to Section 262 of the DGCL.

          (b) Trellix  Preferred  Stock.  Each issued and  outstanding  share of
Trellix Preferred Stock (other than Dissenting Shares) shall be converted solely
into the right to receive the applicable portion of the Merger Consideration (in
a  proportionate  mix of Cash  Consideration,  Stock  Consideration  and Warrant
Consideration,  subject to Section 2.1(g)) payable in respect of the liquidation
preference for each such share of Trellix Preferred Stock in accordance with the
terms  of  Section  C.2  of  Article   FOURTH  of   Trellix's   Certificate   of
Incorporation,  and upon surrender,  each such share of Trellix  Preferred Stock
shall  automatically be cancelled and retired and shall cease to exist and shall
no longer be outstanding, and the holders thereof shall cease to have any rights
with  respect  thereto,  except  the right to  receive a portion  of the  Merger
Consideration,  as provided  in this  Section  2.2(b),  or the right to exercise
dissenters'  rights  pursuant  to  Section  262  of  the  DGCL.   Assuming  each
Stockholder is an accredited investor, Exhibit 2.2(b) attached hereto accurately
sets forth the Cash Consideration, Stock Consideration and Warrant Consideration
to be received by each holder of Trellix  Preferred Stock in accordance with the
foregoing  sentence at Closing and upon  disbursement  of the Net Debt Shortfall
Escrow and Indemnity Escrow, assuming no claims are made thereunder.

          (c) Treasury Stock. At the Effective Time, each share of capital stock
of Trellix held in treasury  immediately  prior to the Effective Time shall,  by
virtue of the Merger,  automatically  be canceled  and retired and all rights in
respect thereof shall cease to exist.

          (d) Merger Sub Common  Stock.  Each share of common  stock,  par value
$.01 per share,  of Merger Sub issued and outstanding  immediately  prior to the
Effective Time shall be converted into and become one validly issued, fully paid
and  non-assessable  share of  common  stock,  par  value  $.01 per share of the
Surviving Corporation.

          (e) Dissenting Shares. Shares of Trellix's capital stock that have not
been voted for  approval of this  Agreement  and the Merger and with  respect to
which  appraisal  rights shall have been properly  perfected in accordance  with
Section 262 of the DGCL  ("Dissenting  Shares")  shall not be converted into the
right to receive the applicable Merger Consideration provided in Sections 2.2(a)
or (b), if any, at or after the Effective  Time,  unless and until the holder of
such  Dissenting  Shares  withdraws  such holder's  demand for such appraisal in
accordance  with  Section  262(k)  of the DGCL or  becomes  ineligible  for such
appraisal.  If a holder of Dissenting  Shares shall withdraw in accordance  with
Section  262(k) of the DGCL or such  holder's  demand for such  appraisal  shall
become  ineligible  for such  appraisal,  then, as of the later of the Effective
Time or the  occurrence  of such event,  such holder's  Dissenting  Shares shall


                                       9


cease to be Dissenting  Shares and shall be converted  into the right to receive
the applicable Merger Consideration  provided in Sections 2.2(a) or (b), if any.
Any  amounts to be paid to holders of  Dissenting  Shares  with  respect to such
Dissenting  Shares shall be paid by the  Surviving  Corporation,  subject to the
right of Interland and Merger Sub to seek  indemnification  with respect thereto
as set forth in Article 6.

          (f) Options  and  Warrants.  Interland  will not assume any options or
warrants to purchase or  otherwise  acquire  Trellix  capital  stock held by any
person or entity,  except those listed on Schedule 2.2(f) hereto. On or prior to
Closing,  Trellix shall obtain a written  agreement  from all holders of options
that such option shall  terminate  immediately  prior to the Merger (the "Option
Termination Agreements").  Such Option Termination Agreements shall also contain
an  acknowledgment  that such  employee is not  entitled to any  payments  under
Trellix's  Management Bonus Program and releasing Trellix and Interland from any
liability in respect thereof. Trellix shall also obtain, on or prior to Closing,
an  acknowledgement  from  Daniel  Bricklin  that  Bricklin  is not  entitled to
payments  under  Trellix's  Management  Bonus Program and releasing  Trellix and
Interland  from any  liability  in respect  thereof  (the  "Bricklin  Release").
Trellix  represents  and warrants  that all warrants  other than the  warrant(s)
identified  on  Schedule  2.2(f)  shall  expire in  accordance  with their terms
effective upon the Merger.

     2.3 CLOSING ESCROWS.

          (a) Net Debt Shortfall Escrow Agreement.  At Closing,  $500,000 of the
Merger  Consideration  shall be held in escrow ("Shortfall  Escrow") pursuant to
that certain "Net Debt  Shortfall  Escrow  Agreement"  substantially  in form of
Exhibit 2.3(a) attached hereto, as a source of funds towards satisfaction of the
amount,  if any, by which the Closing Net Debt of Trellix is a lower number than
the Baseline Net Debt of Trellix,  provided such deficit  amount (which  deficit
amount,  if any, shall be treated as a negative  number but in no event shall be
greater  than  zero)  shall be offset by the  amount of any  Estimated  Net Debt
Shortfall  (with the  Estimated Net Debt  Shortfall  being treated as a positive
number) (if such offset results in a negative  number,  such number shall be the
"Actual Net Shortfall"; if such offset results in a positive number, such number
shall be the  "Actual Net Excess  Adjustment").  In  calculating  the Actual Net
Shortfall,  all  assets  shall  be  deemed  to be a  positive  number,  and  all
liabilities shall be deemed to be a negative number. Within one week of delivery
of the Final Closing Balance Sheet, the following payments shall be made:

               (i) If an Actual Net Shortfall exists, based on the Final Closing
Balance Sheet and Estimated Net Debt, and the amount of the Actual Net Shortfall
exceeds the Shortfall  Escrow,  then  Interland  shall have the right to receive
payment of the full amount of the Actual Net  Shortfall in  accordance  with the
following  priority:  (A) First, the Actual Net Shortfall shall be deducted from
the  Shortfall  Escrow,  (B) next,  if the  Actual  Net  Shortfall  exceeds  the
Shortfall Escrow, such excess shall be deducted from the Cash Consideration held
under the Indemnity Escrow until the amount so deducted reaches $500,000, (C) to
the extent  additional  Actual Net  Shortfall  remains  after  reimbursement  in
accordance  with (A) and (B),  Interland  may,  at its  option,  deduct  all,  a
portion,  or none of such  additional  Actual Net  Shortfall  from the Indemnity
Escrow (in cash,  stock,  or warrants,  as selected by Interland)  and/or demand
payment of all, a portion, or none of such additional amount by the Stockholders


                                       10


in the form of delivery back to Interland of first,  cash and, to the extent the
amount  so  repaid  is  equal  to  the  Cash  Consideration   received  by  such
Stockholder,  shares of Interland Common Stock,  with such stock being valued at
$1.75 per Share.  The aggregate  amount  recovered by Interland under subsection
(C) above shall not exceed the additional  Actual Net Shortfall  remaining after
reimbursement in accordance with subsections (A) and (B).

               (ii) If the Final Closing  Balance  Sheet  reflects an Actual Net
Shortfall  but the amount of the Actual Net Shortfall is less than the Shortfall
Escrow  Amount,  then Interland  shall have the right to receive  payment of the
corresponding portion of the Shortfall Escrow and the remaining Shortfall Escrow
shall be paid to Stockholders in accordance with Section 2.2(b). The Stockholder
Representative shall provide to the escrow agent under the Shortfall Escrow with
a listing  of the  respective  percentage  interests  of the  Stockholders  upon
request.

               (iii) If the Final Closing  Balance Sheet  reflects that there is
no Actual Net Shortfall or that an Actual Net Excess Adjustment exists, then the
Stockholders  shall have the right to receive payment of the full amount held in
the Shortfall Escrow,  and to the extent an Actual Net Excess Adjustment exists,
in addition to the Stockholders  receiving the full amount held in the Shortfall
Escrow,  Interland shall pay to the  Stockholders  their pro rata portion of the
amount of such Actual Net Excess Adjustment.

          (b) Indemnity Escrow Agreement. At Closing, in addition to the deposit
of the  Indemnity  Escrow Cash,  10% of the Stock  Consideration  and 10% of the
Warrant  Consideration shall be held in escrow ("Indemnity Escrow") for a period
of  one  (1)  year  from  the  Closing  Date  as   non-exclusive   security  for
Stockholders'  indemnity obligations set forth in this Agreement.  The terms and
conditions  of the  Indemnity  Escrow  are more  particularly  set forth in that
certain  "Indemnity  Escrow  Agreement" which shall be executed and delivered by
Interland,  the  escrow  agent and the  Stockholder  Representative  at  Closing
substantially in the form attached as Exhibit 2.3(b) attached hereto.

          (c) Approval.  The approval of this Agreement by the Stockholders will
also  constitute  their  approval  of the terms and  provisions  of the Net Debt
Shortfall  Escrow  Agreement  and the  Indemnity  Escrow  Agreement,  which  are
integral terms of the Merger.

     2.4 CALCULATION OF "CLOSING NET DEBT" OF TRELLIX.

          (a) Preliminary  Closing Balance Sheet. On a date which is at least 25
days, but not more than 30 days,  after the Closing Date (the "Delivery  Date"),
the Stockholder Representative, on behalf of Trellix, shall cause to be prepared
and  delivered  to  Interland a balance  sheet of Trellix as of the Closing Date
(the "Preliminary Closing Balance Sheet"). The Preliminary Closing Balance Sheet
shall  include,  to the extent not paid prior to Closing by Trellix,  an accrual
for  (i)  payments  due  to  agents,  representatives,   brokers,  counsel,  and
accountants of Trellix for their services in connection with the  authorization,
negotiation,  preparation,  and  performance  of this  Agreement,  (ii) the cost


                                       11


associated with the acquisition of the "tail" coverage described in Section 3.6,
and (iii) any Employee  Bonuses awarded pursuant to Section 3.7. The Preliminary
Closing  Balance  Sheet shall be complete and accurate in all material  respects
and shall be  prepared  in  accordance  with the terms  set  forth  herein.  The
Preliminary Closing Balance Sheet shall present fairly the financial position of
Trellix  as of the  Closing  Date  and  shall be  prepared  in  conformity  with
generally accepted accounting principles applied on a basis consistent with past
practice.

          (b) Final  Closing  Balance  Sheet.  Within 15 days after the Delivery
Date, Interland shall have completed a review of the Preliminary Closing Balance
Sheet. After such review, if Interland and the Stockholder  Representative reach
agreement on the Preliminary  Closing Balance Sheet, such balance sheet shall be
the "Final Closing  Balance  Sheet." If however,  Interland and the  Stockholder
Representative are unable to reach agreement on the Preliminary  Closing Balance
Sheet within 30 days after Interland's  completed review, then the parties shall
submit the matter to such "Big Four" public  accounting firm as is acceptable to
the parties hereto (the  "Accountants")  for resolution.  Such resolution by the
Accountants  shall  be set  forth in a  written  report  ("Accountants  Report")
delivered by the  Accountants to the parties hereto within 15 days following the
submission  of such  dispute  to the  Accountants  and the  Preliminary  Closing
Balance Sheet as modified in accordance  with the  Accountant's  Report shall be
the  "Final  Closing  Balance  Sheet"  and shall be final and  binding  upon the
parties  hereto.  The Net Debt of  Trellix  as  reflected  on the Final  Closing
Balance Sheet shall be the Closing Net Debt of Trellix. Any amounts due shall be
distributed  in accordance  with the terms of Section 2.3(a) within one calendar
week following the delivery of the Accountants Report to the parties hereto. The
fees charged by the Accountants shall be paid 50% by the Stockholders and 50% by
Interland. The portion of the fees payable by the Stockholders shall be deducted
from the Net Debt Shortfall  Escrow,  if sufficient  funds are available,  or if
not, from the Indemnity Escrow.

     2.5  CHANGES  IN  CAPITALIZATION.   In  the  event  Interland  changes  (or
establishes a record date for changing) the number of shares of Interland Common
Stock issued and outstanding  prior to the Effective Time as a result of a stock
split,   stock  dividend,   recapitalization,   subdivision,   reclassification,
combination,  exchange  of shares or  similar  transaction  with  respect to the
outstanding  shares of  Interland  Common  Stock or in the event that  shares of
Interland   Common  Stock  are  converted  or  exchanged  as  a  result  of  any
consolidation  or merger to which  Interland is a party,  and the record date or
the closing date, as the case may be,  therefor  shall be prior to the Effective
Time, the Stock  Consideration  and Warrant  Consideration  shall be adjusted to
reflect  such  stock  split,  stock  dividend,  recapitalization,   subdivision,
reclassification,  combination,  exchange  of shares or similar  transaction  or
converted to reflect such consolidation or merger.

                                    ARTICLE 3
                         OTHER COVENANTS AND AGREEMENTS

     3.1 EMPLOYEE MATTERS.

          (a) Offer of Employment. As of the Closing, Interland or the Surviving
Corporation  will offer  continued  employment  following the Closing to certain
persons who are current  employees of Trellix  immediately  prior to Closing and
listed on Schedule 3.1 ("Current Employees") on substantially the same terms and


                                       12


conditions as such Current  Employees  are employed by Trellix  (other than with
respect to employee benefit coverages) subject to the following conditions:  (i)
Interland and the Surviving  Corporation  shall not, and shall not be obligated,
to offer employment to those Current  Employees who do not meet Interland's then
current  employment  standards;  (ii)  subject  to the  terms of any  employment
agreements,  nothing contained herein shall preclude  Interland or the Surviving
Corporation  from  revising  conditions  of  employment  after  the  Closing  or
effecting the termination of any Current Employees after the Closing;  and (iii)
subject  to the terms of any  employment  agreements  and,  except  as  provided
herein,  Interland  and the  Surviving  Corporation  shall have no  liability or
obligation in respect of any Current Employees of Trellix who reject Interland's
or the Surviving  Corporation's  offer of  employment.  Current  Employees  that
accept  employment  with  Interland  following  Closing and that are  terminated
without cause  ("Section  3.1(a)  Employees")  shall be entitled to severance in
accordance with Interland's then current  severance policy generally  applicable
to all  employees  ("Interland's  Severance  Policy").  For  purposes  solely of
determining severance due under the preceding sentence, Section 3.1(a) Employees
shall be entitled to credit for the last continuous  period of service ending on
the Closing Date during which such persons were Trellix employees if such period
of time would otherwise qualify for benefit purposes under Interland's Severance
Policy. The parties  acknowledge that Interland will be formulating a transition
and  integration  plan with respect to the Current  Employees  and agree that no
assurance of continued  employment of the Current  Employees by Interland or the
Surviving  Corporation is intended under this Agreement  (other than the initial
hire of Current  Employees by Interland or the Surviving  Corporation  as of the
Closing as set forth in this Section 3.1(a)).

          (b)  Employee  Benefits.  With respect to employee  benefits,  nothing
contained  in  this  Agreement   shall  prohibit   Interland  from  changing  or
eliminating  prospectively the benefits of Current Employees of Trellix hired at
or after the Closing by Interland or the Surviving  Corporation  or to eliminate
or modify  benefits  currently  being made  available  by Trellix to any Current
Employees.

     3.2 EXPENSES.

          (a) Interland's  Expenses.  Except as otherwise  specifically provided
herein,  all of the expenses  incurred by Interland and Merger Sub in connection
with the authorization,  negotiation,  preparation, execution and performance of
this  Agreement  and other  agreements  referred to herein,  including,  without
limitation, all fees and expenses of agents,  representatives,  brokers, counsel
and accountants for Interland and Merger Sub, shall be paid by Interland.

          (b)  Trellix's  Expenses.  Except as otherwise  specifically  provided
herein,  all expenses incurred by Trellix in connection with the  authorization,
negotiation,  preparation,  execution and  performance of this Agreement and the
other agreements referred to herein, including without limitation,  all fees and
expenses  of agents,  representatives,  brokers,  counsel  and  accountants  for
Trellix shall be paid by Trellix.

                                       13


          (c) Sales, Use and Transfer Taxes. Any and all sales, use and transfer
taxes incurred in connection with the transactions described herein will be paid
by the party to whom such tax relates.

     3.3 NOTIFICATION OF CERTAIN MATTERS.

          (a) Trellix  shall give prompt  notice to Interland  of the  following
occurrences that Trellix has Knowledge of:

               (i) Breach of Warranty;  Material Adverse Effect.  The occurrence
or nonoccurrence of any event whose occurrence or nonoccurrence  would be likely
to cause either (A) any  representation or warranty of Trellix contained in this
Agreement to be untrue or  inaccurate  in any material  respect at any time from
the date hereof to the  Closing,  or (B)  directly or  indirectly,  any Material
Adverse  Effect on Trellix at any time from the date hereof to the Closing.  The
term "Material  Adverse Effect" means any change in or effect on the Business of
Trellix or the business of Interland,  as applicable,  that is or may reasonably
be expected to be materially  adverse to the operations,  properties  (including
intangible properties),  condition (financial or otherwise), assets, liabilities
or  regulatory  status of Trellix or the Business or  Interland  or  Interland's
business, as applicable.

               (ii) Breach of Covenant.  Any material failure of Trellix, or any
officer,  director,  employee or agent of Trellix, to comply with or satisfy any
covenant,  condition  or  agreement  to be  complied  with  or  satisfied  by it
hereunder.

          (b)  Interland  shall give prompt  notice to Trellix of the  following
occurrences that Interland has knowledge of:

               (i) Breach of Warranty;  Material Adverse Effect.  The occurrence
or nonoccurrence of any event whose occurrence or nonoccurrence  would be likely
to cause either (A) any  representation  or warranty of  Interland  contained in
this  Agreement to be untrue or inaccurate  in any material  respect at any time
from the date hereof to the Closing, or (B) directly or indirectly, any Material
Adverse Effect on Interland at any time from the date hereof to the Closing.

               (ii) Breach of Covenant.  Any material  failure of Interland,  or
any officer, director, employee or agent of Interland, to comply with or satisfy
any  covenant,  condition or  agreement  to be complied  with or satisfied by it
hereunder.

     Notwithstanding the foregoing,  the delivery of any notice pursuant to this
Section 3.3 shall not limit or otherwise affect the remedies available hereunder
to Interland or Trellix, as the case may be, upon receiving such notice.

     3.4 CONFIDENTIALITY AND PUBLIC ANNOUNCEMENTS.  Except as may be required by
law or by NASDAQ,  neither party shall make any public  announcement at any time
from the date  hereof to the Closing  without  the  consent of the other,  which
consent shall not be  unreasonably  withheld;  provided,  however,  that Trellix


                                       14


shall be permitted to  communicate  with its  employees  and  stockholders  with
respect to the Merger and, after reasonable  consultation  with Interland,  with
its vendors.

     3.5 INTENTIONALLY DELETED.

     3.6  INDEMNIFICATION  OF TRELLIX  OFFICERS  AND  DIRECTORS.  Trellix  shall
obtain,  prior to the  Closing,  effective  for a period of six  years  from the
Effective Time, continued "tail" coverage under Trellix's directors and officers
liability insurance covering Trellix's officers and directors who served as such
prior to the Effective Time.

     3.7 EMPLOYEE  MATTERS.  Interland  acknowledges  that Trellix has adopted a
special  compensation  plan in the form  attached as Exhibit  3.7 (the  "Special
Compensation  Plan"),  which  permits  the Board of  Directors  of Trellix  (the
"Trellix  Board") to award cash  bonuses to current  employees  of Trellix in an
aggregate amount not to exceed  $1,000,000.  The Trellix Board desires to award,
after the date hereof and prior to the  Closing,  cash awards  under the Special
Compensation Plan to certain employees in  acknowledgement  of services rendered
to Trellix,  provided no employee shall receive,  and Trellix shall not obligate
itself to pay, a bonus under the Special  Compensation Plan unless such employee
executes a release  agreement in form reasonably  satisfactory to Interland (the
"Release Agreements"). Such bonuses shall be in amounts reasonably acceptable to
Interland. No later than ten (10) days after the Closing, Interland shall pay to
each employee who has received a bonus under the Special  Compensation  Plan and
who has executed a Release Agreement the amount of his or her respective bonus.

     3.8 RESALE REGISTRATION STATEMENTS.

          (a) Upon the later of ten (10) days after the Closing or December  10,
2002,  Interland  shall  file with the  Securities  and  Exchange  Commission  a
registration  statement (the "First Resale Registration  Statement") on Form S-3
under the  Securities  Act,  registering  50% of the shares of Interland  Common
Stock  (and 50% of the  Warrant  Shares)  to be  issued to the  Stockholders  of
Trellix pursuant to Article 2 hereof, and shall use its commercially  reasonable
efforts to cause the First Resale Registration  Statement to become effective as
expeditiously as possible and to remain  effective until the second  anniversary
of the Effective Time.

          (b) Not later  than  ninety  (90) days  after the  filing of the First
Resale  Registration  Statement,  Interland  shall file with the  Securities and
Exchange  Commission  a  second  registration   statement  (the  "Second  Resale
Registration  Statement") on Form S-3 under the Securities Act  registering  the
remaining 50% of the shares of Interland  Common Stock (and the remaining 50% of
the  Warrant  Shares) to be issued to the  Stockholders  of Trellix  pursuant to
Article 2 hereof, and shall use its commercially reasonable efforts to cause the
Second Resale  Registration  Statement to become  effective as  expeditiously as
possible  and to remain  effective  for two years  thereafter.  At the option of
Interland,  the shares to be  registered  under the Second  Resale  Registration
Statement may be  registered  under the First Resale  Registration  Statement in
lieu of filing the Second Resale Registration Statement.

                                       15


     3.9  RESERVATION  OF SHARES OF  INTERLAND  COMMON  STOCK.  Interland  shall
reserve a  sufficient  number of shares of  Interland  Common Stock for issuance
upon the exercise of the Warrants.

     3.10 NASDAQ NATIONAL MARKET LISTING.  Interland shall use its  commercially
reasonable  efforts  to cause  the  shares  of  Interland  Common  Stock  issued
hereunder  to be approved for listing on the Nasdaq  National  Market as soon as
practicable.

     3.11  COMPLIANCE  WITH  SECURITIES  LAWS.  Interland  shall  take all steps
necessary to comply with securities and blue sky laws of all jurisdictions which
are applicable to the issuance of the Interland  Common Stock,  the Warrants and
the Warrant Shares in connection with the Merger. Notwithstanding the foregoing,
the parties  acknowledge and agree that Interland has and will be relying on the
representations  of Trellix and the  stockholders  of Trellix in determining the
steps  necessary to comply with such securities and blue sky laws, and Interland
shall not be liable for any failure to so comply if such  failure  results  from
any breach of any representation or warranty of Trellix or its stockholders.

     3.12 THIRD PARTY  BENEFICIARIES.  The parties hereto hereby acknowledge and
agree  that  Sections  3.8,  3.9,  3.10 and 3.11 are  intended  to  benefit  the
Stockholders  who submit Letters of Transmittal,  shall survive the consummation
of the Merger, will be binding on Interland (and its successors and assigns) and
that the Stockholders who submit Letters of Transmittal  shall be intended third
party beneficiaries of such provisions.

     3.13 EXPENSES OF COUNSEL TO TRELLIX.  The fees and  disbursements of Testa,
Hurwitz &  Thibeault,  counsel to  Trellix,  shall be paid in full at Closing by
Interland.  The  Preliminary  Closing Balance Sheet shall include an accrual for
such fees and disbursements.

     3.14 TAX MATTERS. Interland will not cause Trellix to liquidate,  dissolve,
distribute  its assets,  or merge with  Interland (or any of its  affiliates) or
engage in any  similar  transaction  during  the 380 day  period  following  the
Closing Date.

                                    ARTICLE 4
              REPRESENTATIONS, WARRANTIES AND COVENANTS OF TRELLIX

     In order to induce  Interland  and Merger Sub to enter into this  Agreement
and consummate the transactions contemplated hereby, Trellix makes the following
representations,  warranties  and covenants to Interland and Merger Sub, each of
which is material to and is relied upon by Interland:

     4.1  ORGANIZATION  AND AUTHORITY OF TRELLIX.  Trellix is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Delaware.   Trellix  is  duly   qualified  as  a  foreign   corporation  in  all
jurisdictions  in which the  conduct of its  Business  or the  ownership  of its
properties requires such  qualification,  and Schedule 4.1 attached hereto lists
all the jurisdictions  where Trellix is so qualified.  Trellix has all necessary
corporate  power and  authority  to own,  lease and operate its  properties  and


                                       16


conduct its business as it is currently being  conducted.  Trellix does not own,
directly or  indirectly,  any interest in any  corporation,  partnership,  joint
venture or other entity.

     4.2 CORPORATE  POWER AND  AUTHORITY;  DUE  AUTHORIZATION.  Trellix has full
corporate  power and authority to execute and deliver this Agreement and each of
the respective Trellix Transaction Documents (as defined below) to which Trellix
is or will be a party and to consummate the transactions contemplated hereby and
thereby. "Trellix Transaction Documents" means each of the agreements, documents
and  instruments  referenced  in this  Agreement to be executed and delivered by
Trellix.  The board of directors of Trellix has duly approved and authorized the
execution  and delivery of this  Agreement  and each of the  respective  Trellix
Transaction  Documents and the  consummation  of the  transactions  contemplated
hereby and thereby,  and, except for the requisite stockholder approval pursuant
to Trellix's  Certificate  of  Incorporation  and the DGCL,  no other  corporate
proceedings  on the part of Trellix are  necessary to approve and  authorize the
execution and delivery of this Agreement and the Trellix  Transaction  Documents
and the  consummation  of the  transactions  contemplated  hereby  and  thereby.
Assuming that this Agreement and each of the Trellix Transaction Documents which
are also Interland  Transaction Documents (as defined below) constitutes a valid
and binding  agreement  of  Interland,  this  Agreement  and each of the Trellix
Transaction  Documents  constitutes,   or  will  constitute  when  executed  and
delivered,  a valid and binding  agreement of Trellix,  in each case enforceable
against  Trellix  by  Interland  and Merger  Sub in  accordance  with its terms,
subject to laws of general application in effect affecting creditors' rights and
subject to the  exercise of  judicial  discretion  in  accordance  with  general
equitable principles. The duly elected officers and directors of Trellix are set
forth on Schedule 4.2 attached hereto.  True, correct and complete copies of the
Certificate of Incorporation,  the bylaws and the minutes of the meetings of the
board of directors and stockholders of Trellix are contained in the minute books
of Trellix.  True,  correct and  complete  copies of the minute  books and stock
books of Trellix have been made available for review by Interland.

     4.3 TITLE TO  ASSETS.  Other  than as set forth on  Schedule  4.3  attached
hereto,  Trellix  has  good and  valid  title  to all of the  assets  ("Assets")
reflected on its balance  sheet or used or held for use in the  Business  (and a
valid and enforceable leasehold interest in the real and personal property which
is  leased),  free and  clear of any  liens,  pledges,  encumbrances,  claims or
similar  rights of third  parties;  provided,  however,  that  "liens,  pledges,
encumbrances,  claims or similar  rights of third parties" shall not include the
following "Permitted  Encumbrances":  (i) statutory liens for Taxes that are not
yet due  and  payable  or are  being  contested  in good  faith  by  appropriate
proceedings;  (ii)  statutory  or  common  law liens to  secure  obligations  to
landlords,  lessors or renters under leases or rental agreements confined to the
premises rented; (iii) deposits or pledges made in connection with, or to secure
payment of, workers' compensation,  unemployment  insurance,  old age pension or
other social security programs mandated under applicable laws; (iv) statutory or
common law liens in favor of carriers, warehousemen,  mechanics and materialmen,
to secure  claims for labor,  materials  or supplies  and other like liens;  (v)
restrictions on transfer of securities  imposed by applicable  state and federal
securities  laws;  and (vi)  purchase  money  security  interests  securing  the


                                       17


purchase price of various assets. All of the Assets used in the Business are, to
the Knowledge of Trellix,  in good working condition,  except for usual wear and
tear, obsolescence, and breakdowns in accordance with historical experience.

     4.4  NO  CONFLICT;   REQUIRED  CONSENTS.  Other  than  the  filing  of  the
Certificate  of Merger with the Secretary of State of Delaware,  such filings as
may be required under applicable  securities laws, and the consents,  approvals,
authorizations  and other actions  listed on Schedule 4.4 attached  hereto,  the
execution and delivery by Trellix of this Agreement and the Trellix  Transaction
Documents  and the  consummation  by  Trellix of the  transactions  contemplated
hereby and  thereby do not and will not (a)  require  the  consent,  approval or
action of, or any filing or notice to, any  corporation,  firm,  person or other
entity or any public,  governmental or judicial authority; (b) violate the terms
of any  instrument,  document or  agreement to which  Trellix is a party,  or by
which  Trellix  or the Assets are bound,  or be in  conflict  with,  result in a
breach of or  constitute  (upon the giving of notice or lapse of time or both) a
default  under any such  instrument,  document  or  agreement,  or result in the
creation of any lien upon any of the property or Assets of Trellix;  (c) violate
any order, writ, injunction,  decree, judgment,  ruling, law, rule or regulation
of any federal,  state,  county,  municipal,  or foreign  court or  governmental
authority applicable to Trellix or relating to the Business;  or (d) violate the
Certificate of Incorporation or bylaws of Trellix. Trellix is not subject to, or
a party to, any mortgage, lien, lease, agreement,  contract,  instrument, order,
judgment or decree or, to Trellix's Knowledge, any other restriction of any kind
or  character  which  would  prevent or hinder the  continued  operation  of the
Business  after the  Closing  on  substantially  the same  basis as  theretofore
operated.

     4.5 OWNERSHIP OF STOCK OF TRELLIX.  Schedule 4.5 attached hereto is a true,
correct and complete list of the authorized  capital stock, par value per share,
number of issued and outstanding  shares of capital stock and number of treasury
shares for Trellix.  All outstanding  shares of Trellix' capital stock have been
duly authorized,  and are validly issued,  fully paid and  nonassessable and are
owned  of  record  and,  to  the  Knowledge  of  Trellix,  beneficially  by  the
stockholders  listed on Schedule 4.5 hereto.  No one other than the stockholders
listed on Schedule 4.5 has any record  interest in or, the Knowledge of Trellix,
beneficial  interest  in, the capital  stock of Trellix.  Except as disclosed on
Schedule 4.5 attached hereto, Trellix has not issued any convertible securities,
options,  warrants,  or entered  into any  contracts,  commitments,  agreements,
understandings,  arrangements  or restrictions by which it is bound to issue any
additional shares of its capital stock or other securities.  Except as disclosed
on Schedule  4.5 attached  hereto,  since  December  31,  2001,  Trellix has not
issued,  declared or paid any dividend on, or declared or made any  distribution
on, or  authorized  the creation or issuance of, or effected any split-up or any
recapitalization  of,  any of its  capital  stock of any class or,  directly  or
indirectly,   redeemed,  purchased  or  otherwise  acquired  or  authorized  the
acquisition of any of its outstanding  stock or authorized or made any change in
its Certificate of  Incorporation,  or agreed to take any such action and, prior
to  Closing,  Trellix  will take no such  action  without  the prior  consent of
Interland.

     4.6 COMPLIANCE  WITH LAWS.  Trellix and the Business are in compliance with
all applicable laws,  orders,  rules and regulations of all governmental  bodies
and  agencies.  Trellix  has not  received  written  notice of, nor does it have


                                       18


Knowledge of any facts or circumstances that would reasonably lead it to believe
that there is or has been, any noncompliance with the foregoing.

     4.7 LICENSES  AND  PERMITS.  Trellix  holds and is in  compliance  with all
licenses, permits, concessions, grants, franchises, approvals and authorizations
necessary or required  for the use or ownership of Trellix and the  operation of
the  Business.  Trellix  has not  received  within the  twenty-four  (24) months
preceding the date of this Agreement written notice of any violations in respect
of any such licenses,  permits,  concessions,  grants, franchises,  approvals or
authorizations.  No proceeding  is pending or, to the  Knowledge of Trellix,  is
threatened,  which seeks revocation or limitation of any such licenses, permits,
concessions, grants, franchises, approvals or authorizations.

     4.8 FINANCIAL INFORMATION.

          (a) Historical Financial Statements.  Trellix has previously delivered
to Interland financial statements ("Financial Statements") of Trellix consisting
of:

               (i) Audited balance sheets of Trellix as of December 31, 2000 and
December  31,  2001  (the  "Fiscal   Year-End   Balance   Sheets")  and  audited
consolidated  statements  of income  and  retained  earnings  and cash  flows of
Trellix for the twelve month periods then ended, together with the notes thereto
and the unqualified accountants' report thereon; and

               (ii) an unaudited  balance sheet (the "Interim Balance Sheet") as
of October 31, 2002 (the "Interim Balance Sheet Date") and unaudited  statements
of income and  retained  earnings  and cash flows of Trellix  for the  ten-month
period then ended (collectively, the "Interim Financial Statements").

     The Financial  Statements  present  fairly,  in conformity  with  generally
accepted accounting principles applied on a basis consistent with past practice,
the financial condition and the results of operations of Trellix as of the dates
of such  statements  and for the  periods  then  ended,  except that the Interim
Financial  Statements  do not contain the notes  required by generally  accepted
accounting principles.

          (b) Monthly Financial  Statements.  With 15 days after the end of each
month  from the date  hereof  through  the  Closing,  Trellix  will  deliver  to
Interland an unaudited  balance  sheet for the  immediately  preceding  calendar
month and unaudited statements of income and retained earnings and cash flows of
Trellix for the month then ended,  such that Interland  shall receive  unaudited
monthly  financial  statements from Trellix for each month following the Interim
Balance  Sheet Date  (collectively  the  "Monthly  Financial  Statements").  The
Monthly  Financial  Statements will present fairly, in conformity with generally
accepted accounting principles applied on a basis consistent with past practice,
the  financial  condition  and the results of operations of Trellix on as of the
dates of such  statements and for the month then ended,  except that the Monthly
Financial  Statements will not contain the notes required by generally  accepted
accounting principles.

                                       19


          (c) No Other Liabilities. On the date hereof, there are no liabilities
or  obligations  of Trellix or the Business of any nature,  whether  liquidated,
unliquidated,  accrued,  absolute,  contingent  or  otherwise of the nature that
would be required to disclosed on financial  statements  prepared in  accordance
with  generally  accepted  accounting  principles  except for (i) those that are
specifically  reflected or reserved  against on the Interim Balance Sheet;  (ii)
that are specifically set forth on Schedule 4.8 attached hereto;  (iii) that are
specifically  reflected or reserved  against on the balance sheets  contained in
the  Interim  Financial   Statements   (subject  to  normal  recurring  year-end
adjustments,  the  effect of which will not have a  Material  Adverse  Effect on
Trellix),  or (iv)  current  liabilities  incurred  in the  ordinary  course  of
business since the date of the Interim Financial Statements.

     4.9  SUFFICIENCY  OF ASSETS.  During the two-year  period prior to the date
hereof, Trellix has not sold, conveyed, transferred, or disposed of any material
asset used in the conduct of the Business.

     4.10  DEPOSITS.  Attached  hereto as Schedule  4.10 is a true,  correct and
complete  list of all  security  and other  deposits,  prepayments  and  prepaid
expenses of Trellix as of October 31, 2002  (collectively,  the  "Deposits"  and
individually, a "Deposit"), setting forth the amount of each Deposit.

     4.11 ACCOUNTS RECEIVABLE; OBLIGATIONS.

          (a) Receivables.  Schedule 4.11(a) attached hereto is a true,  correct
and complete list of all accounts receivable, notes receivable, and other rights
of Trellix to receive payments ("Accounts  Receivable"),  showing the amount and
aging thereof,  and all such Accounts  Receivable  listed thereon are bona fide,
arose in the ordinary course of business, and are not subject to any disputes or
offsets.  Except as set forth on Schedule 4.11(a),  all such Accounts Receivable
are  current  and to the good  faith  belief of the  officers  of  Trellix,  are
collectible in accordance with their terms net of reserves for  uncollectibility
in the amount reflected on the Interim Financial  Statements,  at their recorded
amounts,  and to the good  faith  belief  of the  officers  of  Trellix,  are so
collectible  within 60 days after the  Closing  Date.  The  Accounts  Receivable
schedule will be updated to be true and correct in all material respects at, and
as of, the Closing Date and delivered to Interland on or before the Closing.

          (b) Indebtedness.  Schedule 4.11(b) attached hereto is a true, correct
and  complete  list of all material  obligations  for all Known  obligations  of
indebtedness owed by Trellix (including trade payables and accrued expenses) and
all obligations of Trellix in respect of the Business incurred other than in the
ordinary course of business,  stating the origin of the obligation, the security
therefor,  the amount owed and the terms of payment. None of the items set forth
on Schedule 4.11(b) attached hereto is overdue.

     4.12 TAX RETURNS AND PAYMENTS.

          (a) Definitions.  As used in this Agreement,  the following terms have
the specified meanings:

                                       20


               (i)  "Tax  Authority"  shall  mean  any  United  States  federal,
foreign,  national,  state,  county or municipal or other local government,  any
subdivision,  agency, commission or authority thereof, or any quasi-governmental
body  exercising  any taxing  authority or any other  authority  exercising  tax
regulatory authority.

               (ii)  "Tax  Return"  shall  mean  any  return,   amended  return,
estimated  return,  information  return or statement  (including  any related or
supporting  information)  filed  or  to be  filed  with  any  Tax  Authority  in
connection with the determination,  assessment,  collection or administration of
any Tax or filed by or including Trellix in respect of the Business.

               (iii)  "Tax" or  "Taxes"  shall mean all  taxes,  charges,  fees,
interest,  fines,  penalties,  additions to tax or other assessments,  including
without  limitation,  income,  excise,  environmental,  property,  sales,  gross
receipts, gains, transfer, occupation,  privilege,  employment (including social
security  and  unemployment),  use,  value  added,  capital  stock  or  surplus,
franchise  taxes,  and customs duties  imposed by any Tax Authority,  payable by
Trellix or relating  to or  chargeable  against  Trellix's  assets,  revenues or
income.

          (b) Payment of Taxes.

               (i) All Tax  Returns  which are due to have been filed by Trellix
in  accordance  with any  applicable  law,  have been  duly  filed and are true,
correct and complete;

               (ii) all Taxes that are due through  the date hereof  (whether or
not shown on a Tax Return), have been paid in full or are accrued as liabilities
for Taxes on the books and records of Trellix;

               (iii)  there are not now any  extensions  of time in effect  with
respect to the dates on which any Tax Returns were or are due to be filed;  (iv)
all  deficiencies  asserted as a result of any  examination of any Tax Return of
Trellix have been paid in full, accrued on Trellix's books or finally settled;

               (v) no claims for any Taxes have been  asserted  against  Trellix
and no deficiencies  for any Taxes have been asserted against Trellix or, to the
Knowledge of Trellix, proposed or threatened,  and, to the Knowledge of Trellix,
no audit or  investigation of any Tax Return is currently  underway,  pending or
threatened;

               (vi)  there are no  outstanding  agreements  by  Trellix  for the
extension of time for the assessment of any Taxes or deficiency thereof, nor are
there  requests  for  rulings,  requests  for  information  provided to Trellix,
notices  provided to Trellix of proposed  reassessment of any property leased by
Trellix,  or any other matter pending between Trellix and any Taxing  Authority,
and

               (vii)  Trellix  has never  been a member of an  affiliated  group
(within the meaning of Section 1504(a) of the Internal  Revenue Code of 1986, as
amended (the "Code")) filing a consolidated  U.S.  federal income Tax Return and


                                       21


does not have any liability  (whether known or unknown,  asserted or unasserted,
liquidated or  unliquidated,  and whether due or to become due) for the Taxes of
any Person (other than Trellix) under Treas.  Reg. ss.  1.1502-6 (or any similar
provision of state,  local or foreign  law),  as  transferee  or  successor,  by
contract or otherwise.

          (c)  Submission  of Tax  Returns.  Trellix has  provided to  Interland
copies of all U.S.  federal  and state  income Tax  Returns  (together  with any
examination reports and statements of deficiency)  relating to the operations of
Trellix for the taxable years ended December 31, 1999, 2000 and 2001.

     4.13 FIXED ASSETS AND VEHICLES.  Schedule  4.13 attached  hereto is a true,
correct and  complete  list of the fixed  assets and  vehicles  owned or used by
Trellix  with a  depreciated  book  value of  $25,000  or more and the  location
thereof.  Each of the fixed  assets and  vehicles of Trellix,  is in good,  safe
operating  condition and repair consistent with its age and intended use, normal
wear and tear excepted.  The equipment  leased under the Equipment  Leases is in
good, safe operating  condition and repair  consistent with its age and intended
use, normal wear and tear excepted,  and is current being used by Trellix in the
operation of the Business.

     4.14 TECHNOLOGY AND INTELLECTUAL PROPERTY RIGHTS.

          (a)  For  the  purposes  of  this  Agreement,   "Trellix  Intellectual
Property" consists of the following intellectual property:

               (i) all patents,  trademarks,  trade names, domain names, service
marks,  trade dress,  copyrights  and any renewal rights  therefor,  schematics,
software,  firmware,   technology,   manufacturing  processes,  supplier  lists,
customer  lists,  trade secrets,  know-how,  moral rights and  applications  and
registrations for any of the foregoing;

               (ii) all  documents,  records and files  relating to design,  end
user documentation, manufacturing, quality control, sales, marketing or customer
support for all intellectual property described in this Section 4.14(a);

               (iii) all other  tangible or intangible  proprietary  information
and materials; and

               (iv) all license and other  rights in any third party  product or
any third party intellectual property described in (i) through (iii) above; that
are owned or held by or on behalf of  Trellix  or that are  being,  and/or  have
been,  used,  or are  currently  under  development  for use,  in the  Business.
Schedule  4.14  lists:  (x) all  patents,  copyright  registrations,  registered
trademarks,  registered  service marks,  domain names,  trade dress, any renewal
rights for any of the foregoing,  and any applications and registrations for any
of the foregoing,  that are included in Trellix Intellectual  Property and owned
by or on behalf of  Trellix;  (y) all  hardware  products  and  tools,  software
products and tools and services that are currently published,  offered, or under
development by Trellix;  and (z) all licenses,  sublicenses and other agreements


                                       22


to which Trellix is a party and pursuant to which Trellix or any other person is
authorized to use any Trellix Intellectual  Property or exercise any other right
with regard thereto. Trellix has provided for review by Interland true, correct,
and  complete  copies  of all  agreements  described  in  (z)  of the  foregoing
sentence.

          (b) Trellix Intellectual  Property consists solely of items and rights
that are either:  (i) owned  solely by Trellix;  (ii) in the public  domain;  or
(iii)  rightfully  used and  authorized  for use by Trellix  and its  successors
pursuant to a valid license. All Trellix Intellectual  Property that consists of
license or other  rights to third  party  property  is  separately  set forth in
Schedule 4.14. Trellix has all rights in Trellix Intellectual Property necessary
to carry out Trellix's  Business,  including without  limitation rights to make,
use,  reproduce,  modify,  adapt,  create  derivative works based on, translate,
distribute  (directly and indirectly),  transmit,  display and perform publicly,
license,  rent,  lease,  assign and sell  Trellix  Intellectual  Property in all
relevant  geographic  locations and fields of use, and to sublicense  any or all
such rights to third parties.

          (c) Trellix is not,  nor as a result of the  execution  or delivery of
this Agreement and all other agreements  contemplated  hereby, or performance of
Trellix's  obligations hereunder or the consummation of the Merger, will Trellix
be, in violation of any license,  sublicense or other agreement  relating to any
Trellix  Intellectual  Property to which Trellix is a party or otherwise  bound.
Except as provided on Schedule  4.14,  Trellix is not  obligated  to provide any
consideration  (whether  financial or otherwise) to any third party,  nor is any
third party otherwise entitled to any consideration  from Trellix,  with respect
to any exercise of rights by Trellix or the  Surviving  Corporation,  in Trellix
Intellectual Property.

          (d) The  use,  reproduction,  modification,  distribution,  licensing,
sublicensing,  sale,  or any other  exercise  of rights  in any  product,  work,
technology,  service or process as used, provided, or offered at any time, or as
proposed  for  use,   reproduction,   modification,   distribution,   licensing,
sublicensing,  sale,  or any other  exercise  of  rights,  by  Trellix  does not
infringe any copyright,  issued patent, trade secret,  trademark,  service mark,
trade name,  domain  name,  firm name,  logo,  trade dress,  moral right,  other
intellectual  property right, right of privacy, or right in personal data of any
Person in the United States. Except as set forth in Schedule 4.14, no claims (i)
challenging the validity,  effectiveness, or ownership by Trellix of any Trellix
Intellectual  Property,  or (ii)  to the  effect  that  the  use,  reproduction,
modification, manufacturing, distribution, licensing, sublicensing, sale, or any
other exercise of rights in any product, work,  technology,  service, or process
as used, provided or offered at any time, or as proposed for use,  reproduction,
modification, distribution, licensing, sublicensing, sale, or any other exercise
of rights, by Trellix infringes or will infringe on any intellectual property or
other  proprietary or personal right of any Person have been asserted to Trellix
or, to  Trellix's  Knowledge,  are  threatened  by any Person nor, to  Trellix's
Knowledge, are there any valid grounds for any bona fide claim of any such kind.
There  are  no  legal  or  governmental  proceedings,   including  interference,
re-examination,   reissue,  opposition,  nullity,  or  cancellation  proceedings
pending that relate to any Trellix Intellectual  Property,  other than review of
pending  applications  for  patents,  and to  Trellix's  Knowledge,  there is no
information  indicating that such  proceedings are threatened or contemplated by
any Governmental  Entity or any other Person.  All granted or issued patents and


                                       23


all  registered  trademarks  and  copyright  registrations  owned by Trellix are
valid,  enforceable  and  subsisting.  To  Trellix's  Knowledge,   there  is  no
unauthorized use, infringement,  or misappropriation of any Trellix Intellectual
Property by any third party, employee or former employee.

          (e) Trellix has secured  from all parties who have created any portion
of, or otherwise have any rights in or to, Trellix  Intellectual  Property valid
and enforceable  written assignments of any such work or other rights to Trellix
and has provided true and complete copies of such assignments to Interland.

          (f) Trellix has obtained  written  agreements  from all  employees and
from third parties with whom Trellix, to its Knowledge,  has shared confidential
proprietary information (i) of Trellix or (ii) received from others that Trellix
is obligated  to treat as  confidential  and to obtain the written  agreement of
employees  and  others  to keep  confidential,  which  agreements  require  such
employees and third parties to keep such information  confidential in accordance
with the terms thereof.  Trellix has provided copies of such written agreements,
as executed, to Interland.

     4.15 CONTRACTS.  Schedule 4.15 attached  hereto sets forth a true,  correct
and  complete  list of all written and oral  contracts,  agreements,  leases and
other  instruments  to which  Trellix  is a party  and  pursuant  to  which  the
aggregate  amount to be paid by any party to the  contract  exceeds  $75,000  or
which cannot be terminated without penalty on 30 days or less notice,  including
without  limitation any such agreements with distributors,  vendors,  suppliers,
customers and  independent  contractors  (collectively,  the  "Contracts").  The
aggregate  amount to be paid by any party  pursuant to written or all contracts,
agreements,  leases and other  instruments to which Trellix is a party and which
are not listed on Schedule 4.15 does not exceed $250,000.  Prior to execution of
this  Agreement,  Trellix has provided to Interland  true,  correct and complete
copies of the written  Contracts and  descriptions  of terms of oral  Contracts,
including any and all amendments thereto.  Assuming the Contracts constitute the
valid and binding  agreements of the parties  thereto  other than Trellix,  such
Contracts are valid,  legally  binding and  enforceable  against Trellix and the
other  parties  thereto,  subject  to  laws of  general  application  in  effect
affecting  creditors' rights and subject to the exercise of judicial  discretion
in accordance  with general  equitable  principles.  Neither Trellix nor, to the
Knowledge of Trellix,  any other party to any of the  Contracts is in breach of,
or in default under, any of the Contracts and no event has occurred which,  with
the notice or lapse of time, or both,  would constitute a default by Trellix or,
to the Knowledge of Trellix, any other party to any of the Contracts.

     4.16 LITIGATION;  JUDGMENTS.  Except as set forth on Schedule 4.16 attached
hereto, there are no legal actions, investigations or proceedings pending or, to
the Knowledge of Trellix, threatened against Trellix or any of its Assets before
any court,  tribunal or  governmental  body.  There is no action,  proceeding or
investigation  pending,  or to the Knowledge of Trellix,  threatened  against or
involving Trellix, or the operation of the Business,  nor is there any action or
proceeding pending or, to the Knowledge of Trellix, threatened before any court,
tribunal  or  governmental  body  seeking to  restrain  or prohibit or to obtain
damages or other relief in  connection  with the  consummation  of  transactions
contemplated by this Agreement,  or which might  materially and adversely affect


                                       24


the Business or the Assets,  or Trellix's ability to consummate the transactions
contemplated  by this Agreement and the  Transaction  Documents.  Trellix is not
subject to any  judgment,  order or decree  entered in any lawsuit or proceeding
relating to the Assets or the operation of the Business.

     4.17  INSURANCE.  Schedule 4.17 attached  hereto lists all of the insurance
policies  maintained  by  Trellix,  which  schedule  includes  the  name  of the
insurance  Trellix,  the policy  number,  a description of the type of insurance
covered by such policy,  the dollar limit of the policy, and the annual premiums
for such policy. All premiums thereon have been paid or accrued, and Trellix has
received no notice of cancellation  with respect thereto.  Trellix will maintain
its insurance policies in full force and effect through the Closing Date. Except
as set forth on Schedule 4.17, to the Knowledge of Trellix, there are no pending
or threatened terminations of, or premium increases with respect to, any of such
policies and bonds,  and Trellix is in compliance with all conditions  contained
therein.  Trellix has provided to Interland true, complete and correct copies of
all of the above-described insurance policies.

     4.18 EMPLOYEES;  UNION; LABOR.  Except as otherwise  designated on Schedule
4.18  attached  hereto,  Trellix  does  not  use  the  services  of  independent
contractors  or consultants  in connection  with the Business.  Trellix is not a
party to any collective  bargaining agreement or any other contract,  written or
oral,  with  any  trade  or  labor  union,  employees'  association  or  similar
organization.  There are no strikes,  slowdowns,  picketing,  work  stoppages or
labor disputes  pending or, to the Knowledge of Trellix,  threatened,  or to the
Knowledge of Trellix,  any attempts at union  organization  of the  employees of
Trellix.  All salaries and wages paid and withheld by Trellix are in  compliance
with all applicable federal, state and local laws. Schedule 4.18 attached hereto
lists each current employee of Trellix as well as any former employee of Trellix
whose  employment by Trellix  ceased for any reason since  January 1, 2002.  Set
forth  opposite the name of each such  employee  are: the  positions  held;  the
beginning  and  ending  employment  dates;  the  reason  for  the  cessation  of
employment;  and the total annual (or, as applicable,  annualized)  compensation
paid to such  employee by Trellix,  including any bonus and  perquisites.  Where
Schedule  4.18  includes the name of an employee who is paid on an hourly basis,
the compensation listed is on the basis of 2080 times the current hourly wage.

     4.19 BENEFIT PLANS AND ERISA.

          (a) Employee  Benefit Plans of Trellix.  Schedule 4.19 attached hereto
sets forth a true and complete list of each "employee  benefit plan" (as defined
by Section  3(3) of the Employee  Retirement  Income  Security  Act of 1974,  as
amended ("ERISA"), and any other bonus, profit sharing,  pension,  compensation,
deferred compensation,  stock option, stock purchase, fringe benefit, severance,
post-retirement,  scholarship,  disability,  sick  leave,  vacation,  individual
employment,  commission,  bonus,  payroll practices,  retention,  or other plan,
agreement, policy, trust fund or arrangement (each such plan, agreement, policy,
trust fund or arrangement  is referred to herein as an "Employee  Benefit Plan,"
and collectively,  the "Employee Benefit Plans") that is currently in effect or,
for an Employee  Benefit  Plan that is or was subject to Title IV of ERISA,  was
maintained  since  December 31, 1996 or which has been approved  before the date


                                       25


hereof but is not yet  effective,  that provides a material  amount of benefits,
for the benefit of (i) directors or employees of Trellix working in the Business
or any other  persons  performing  services  for Trellix in the  Business,  (ii)
former  directors or former  employees of Trellix working in the Business or any
other persons formerly performing services for Trellix in the Business, or (iii)
beneficiaries  of  anyone  described  in (i) or  (ii)  (collectively,  "Business
Employees")  or with respect to which Trellix or any "ERISA  Affiliate"  (hereby
defined to include any trade or  business,  whether or not  incorporated,  other
than  Trellix,  which  has  employees  who  are or  have  been  at any  date  of
determination  occurring  within the preceding six (6) years treated pursuant to
Section 4001(a)(14) of ERISA or Section 414 of the Code as employees of a single
employer which includes  Trellix) has or has had any obligation on behalf of any
Business Employee.  Except as disclosed on Schedule 4.19 attached hereto,  there
are no other material benefits to which any Business Employee is entitled or for
which Trellix has any obligation.

          (b) Documents  Delivered.  Trellix has  delivered to  Interland,  with
respect to each  Employee  Benefit  Plan,  true and  complete  copies of (i) the
current  documents  embodying  and  relating  to  each  Employee  Benefit  Plan,
including, without limitation, the current plan documents and documents creating
any trust maintained  pursuant thereto,  all amendments,  investment  management
agreements, group annuity contracts, administrative service contracts, insurance
contracts,  collective  bargaining  agreements,  the most  recent  summary  plan
description and each summary of material  modification the contents of which has
not yet been  incorporated  into  the  current  summary  plan  description,  and
employee handbooks, (ii) if applicable, annual reports including but not limited
to Forms  5500,  990 and 1041 for the last  three  (3) years for the plan or any
related trust,  (iii) if applicable,  actuarial  valuation reports and financial
statements  for the last three (3) years,  and (iv) each material  communication
involving the plan or any related trust to or from the Internal  Revenue Service
("IRS"),  Department of Labor  ("DOL"),  Pension  Benefit  Guaranty  Corporation
("PBGC") or any other governmental authority including,  without limitation, the
most  recent  determination  letter  received  from  the IRS  pertaining  to any
Employee  Benefit Plan intended to qualify under Sections 401(a) or 501(c)(9) of
the Code,  but  excluding  any matters  which have been  resolved  and for which
Trellix does not reasonably expect any liability or unpaid tax or penalty.

          (c) Compliance with ERISA and Code.  Each Employee  Benefit Plan is in
compliance  with  the  provisions  of  ERISA  and  the  provisions  of the  Code
applicable to it in all material respects.  Except as set forth in Schedule 4.19
attached  hereto,  Trellix has not maintained or contributed to any plan subject
to the minimum  funding  standards of Section 302 of ERISA or Section 412 of the
Code during its last six (6) fiscal years,  and each plan maintained by an ERISA
Affiliate  which is subject  to Title IV of ERISA or Section  412 of the Code is
fully  accrued and funded in material  compliance  with ERISA and the Code as of
the  Closing  Date,  and if any such  plan or plans  were  terminated  as of the
Closing Date, the termination would satisfy the minimum funding  requirements of
ERISA and the Code for a "standard termination" as defined by Section 4041(b) of
ERISA. Each such Employee Benefit Plan which is an Employee Pension Benefit Plan
(as defined in Section 3(2) of ERISA) has received a determination letter or may
rely on an opinion letter from the Internal  Revenue  Service to the effect that
it meets the requirements of Section 401(a) of the Code or time remains within a
remedial amendment period in which to apply for such a determination letter.

                                       26


          (d)  Multiple  Employer  Arrangements.  Trellix has no  obligation  to
contribute to or provide benefits pursuant to, and has no other liability of any
kind with respect to, (i) a "multiple employer welfare  arrangement" (within the
meaning of Section 3(40) of ERISA),  or (ii) a "plan maintained by more than one
employer" (within the meaning of Section 413(c) of the Code).

          (e) Multiemployer  Plans.  Except as listed on Schedule 4.19,  neither
Trellix nor any ERISA  Affiliate  maintains  or  contributes  to, is required to
maintain  or  contribute  to,  or,  since  April  29,1980,   has  maintained  or
contributed  to, a  "multiemployer  plan" (as defined by Section  4001(a)(3)  of
ERISA).  With respect to any Multiemployer Plan listed on Schedule 4.19, Trellix
has no withdrawal liability under Part 1 of Subtitle E of Title IV of ERISA as a
result of either a "complete  withdrawal"  (as defined in Section 4203 of ERISA)
or a "partial  withdrawal" (as defined in Section 4205 of ERISA) by Trellix from
such Employee Benefit Plan occurring on or prior to the date hereof.

          (f) Certain  Disclosures and Statements  Relating to Employee  Benefit
Plans.  With respect to each  Employee  Benefit Plan and except as otherwise set
forth on Schedule 4.19 attached hereto:

               (i)  Qualified  and Tax Exempt  Status of Plans and Trusts.  Each
Employee  Benefit Plan which is  described  in Section  3(2) of ERISA  qualifies
under  Section  401(a) of the Code and has  received a  determination  letter or
opinion  letter from the IRS to the effect  that the  Employee  Benefit  Plan is
qualified under Section 401 of the Code and that any trust  maintained  pursuant
thereto is exempt from  federal  income tax under  Section 501 of the Code,  and
nothing  has  occurred or is  reasonably  expected to occur that caused or could
cause the loss of such  qualification  or  exemption  or the  imposition  of any
penalty or tax liability,  or time remains within a remedial amendment period to
apply for such letter;

               (ii)  Required  Payments.  All payments  required by the Employee
Benefit Plan,  any  collective  bargaining  agreement or by law  (including  all
amounts  of  contributions,   insurance  premiums,  premiums  due  the  PBGC  or
intercompany  charges) with respect to all periods  through the date hereof have
been made;

               (iii) Reports,  Documents and Notices. There are no violations of
or  failures  to comply  with  ERISA and the Code with  respect to the filing of
applicable reports,  documents,  and notices regarding the Employee Benefit Plan
with the DOL, the IRS, the PBGC or any other governmental  authority,  or any of
the assets of the Employee Benefit Plan or any related trust;

               (iv)  Claims  or  Other  Legal   Action.   No  claims,   lawsuit,
arbitration  or other action has been  asserted or  instituted  or threatened in
writing against the Employee  Benefit Plan, any trustee or fiduciaries  thereof,
Trellix or any ERISA Affiliate,  any director,  officer or employee thereof,  or
any of the assets of the  Employee  Benefit  Plan or any related  trust,  except


                                       27


routine claims for benefits or relating to qualified  domestic  relations orders
(within the meaning of Section 414(p)of the Code);

               (v)  Amendments.  All material  amendments  required to bring the
Employee  Benefit Plan into conformity with applicable law,  including,  without
limitation,  ERISA and the Code, have been timely adopted or time remains within
a remedial amendment to do so;

               (vi) Bonding.  Any bonding  required with respect to the Employee
Benefit Plan in  accordance  with the  applicable  provisions  of ERISA has been
obtained and is in full force and effect in all material respects;

               (vii) Plan  Administration.  The Employee  Benefit Plan  complies
with and has been  maintained  and operated in  accordance  with its  respective
terms  and the  terms and  provisions  of  applicable  law,  including,  without
limitation, ERISA and the Code (including rules and regulations thereunder);

               (viii)  Prohibited  Transactions.   No  "prohibited  transaction"
(within  the  meaning of Section  4975 of the Code and Section 406 of ERISA) has
occurred or is expected to occur with respect to the Employee  Benefit Plan (and
the transactions  contemplated by this Agreement will not constitute or directly
or indirectly result in such a "prohibited  transaction") which has subjected or
could  subject  Trellix,  any ERISA  Affiliate  or  Interland,  or any  officer,
director or  employee  of Trellix,  any ERISA  Affiliate  or  Interland,  or the
Employee Benefit Plan trustee,  administrator  or other  fiduciary,  to a tax or
penalty on  prohibited  transactions  imposed by either  Section 502 of ERISA or
Section 4975 of the Code or any other liability with respect thereto;

               (ix)  Audits.  The  Employee  Benefit  Plan is not under audit or
investigation by the IRS or the DOL or any other  governmental  authority and no
such  completed  audit,  if any,  has  resulted  in the  imposition  of any tax,
interest or penalty;

               (x) Tax Compliance for Certain Welfare  Benefits and Other Plans.
If the Employee  Benefit Plan  purports to provide  benefits  which  qualify for
tax-favored  treatment  under  Sections 79, 105, 106, 117, 120, 125, 127, 129 or
132 of the Code, the Employee  Benefit Plan satisfies the  requirements  of said
Section(s) in all material respects;

               (xi) Unilateral  Amendments;  Termination.  The Employee  Benefit
Plan may be  unilaterally  amended or  terminated  on no more than ninety  days'
notice except as otherwise provided by law;

               (xii)  VEBAS.  If the  Employee  Benefit  Plan  purports  to be a
voluntary  employee   beneficiary   association   ("VEBA"),   a  request  for  a
determination  letter for the VEBA has been submitted to and approved by the IRS
that the VEBA is exempt from federal  income tax under Section  501(c)(9) of the
Code,  and  nothing  has  occurred  or is expected to occur that caused or could


                                       28


cause the loss of such  qualification or exemption or the imposition of any tax,
interest or penalty with respect thereto;

               (xiii) No Termination  Liability.  The Employee  Benefit Plan has
not been terminated under  circumstances  which would result in liability to the
PBGC;

               (xiv) No Reportable  Event.  No  "reportable  event"  (within the
meaning of Section 4043 of ERISA) has occurred for which the notice  requirement
has not been waived; and

               (xv) No Termination  Proceeding.  If the Employee Benefit Plan is
subject  to Title IV of  ERISA,  no  proceeding  has been or is  expected  to be
initiated to terminate the plan.

          (g)  Post-Closing  Liabilities.  With respect to all periods ending on
the Closing,  Interland shall not, as a result of the transactions  contemplated
by this Agreement (or any employment by Interland of Business Employees): become
liable for any amount of  contribution,  tax,  lien,  penalty,  cost,  interest,
claim,  loss,  action,  suit,  damage,  cost assessment or other similar type of
liability or expense of Trellix or any ERISA Affiliate  (including  predecessors
thereof) with regard to any Employee  Benefit Plan or any Employee  Benefit Plan
sponsored,  maintained  or  contributed  to by  an  ERISA  Affiliate  (including
predecessors  thereof)  (assuming a like  definition of "Employee  Benefit Plan"
were  applicable  to ERISA  Affiliates  as to those  same  types of  agreements,
policies, trusts, funds and arrangements sponsored, maintained or contributed to
by them) (each such plan for an ERISA Affiliate,  an "ERISA  Affiliate  Employee
Benefit Plan"), including, without limitation withdrawal liability arising under
Title IV,  Subtitle E, Part 1 of ERISA,  liabilities to the PBGC, or liabilities
under Section 412 of the Code or Section 302(a)(2) of ERISA.

          (h) Liens,  Excise and Other Taxes and Certain Other Matters.  Trellix
is not subject to any liens, and excise or other taxes, under ERISA, the Code or
other  applicable  law relating to any  Employee  Benefit  Plan;  has not ceased
operations  at a facility so as to become  subject to the  provisions of Section
4062(e) of ERISA;  has not withdrawn as a  substantial  employer so as to become
subject to the  provisions  of Section 4063 of ERISA;  and has not ceased making
contributions  to any Employee Benefit Plan subject to 4064(a) of ERISA to which
Trellix or any ERISA Affiliate made contributions at any time during the six (6)
years prior to the date hereof.

          (i) COBRA. Trellix,  each ERISA Affiliate,  each Employee Benefit Plan
and each Employee Benefit Plan "sponsor" or "administrator"  (within the meaning
of Section 3(16) of ERISA) has complied with the applicable requirements of Part
6 of  Subtitle  B of  Title I of ERISA  and  Section  4980B  of the  Code  (such
statutory   provisions   and   predecessors   thereof  are  referred  to  herein
collectively  as "COBRA").  Schedule 4.19 attached hereto lists the name of each
Business Employee who has experienced a "Qualifying Event" (as defined in COBRA)
with  respect to an  Employee  Benefit  Plan who is eligible  for  "Continuation


                                       29


Coverage"  (as  defined in COBRA)  and whose  maximum  period  for  Continuation
Coverage  required  by COBRA  has not  expired.  Included  in such  list are the
current address for each such  individual,  the date and type of each Qualifying
Event, whether the individual has already elected Continuation Coverage and, for
any individual who has not yet elected Continuation  Coverage, the date on which
such  individual  was  notified  of his  or her  rights  to  elect  Continuation
Coverage.  Schedule  4.19  attached  hereto also lists the name of each Business
Employee who is on a leave of absence (whether or not pursuant to the Family and
Medical Leave Act of 1993, as amended  ("FMLA")) and is receiving or entitled to
receive health  coverage  under an Employee  Benefit Plan,  whether  pursuant to
FMLA, COBRA or otherwise.

          (j) Defined Benefit Plans. No Employee Benefit Plan is subject to Part
3 of Title I of ERISA, Title IV of ERISA or Section 412 of the Code.

          (k)  Effect  of  Merger.  Except as set forth on  Schedule  4.19,  the
consummation of the transactions contemplated by this Agreement,  other than any
decision  by  Interland  or  Surviving   Corporation  not  to  offer  continuing
employment  to any  current  employee,  will  not  give  rise to any  additional
liability for any employee benefits,  including,  without limitation,  liability
for severance  pay,  unemployment  compensation,  termination  pay or withdrawal
liability,  or accelerate  the time of payment or vesting or increase the amount
of compensation or benefits due to any Business Employee.

          (l) Parachute Payments.  No amounts payable under any Employee Benefit
Plan, including the Special Compensation Plan, as a result of the Merger or as a
result of any other  transaction  involving  Trellix on or prior to the  Closing
will fail to be deductible  for federal income tax purposes by virtue of Section
280G of the Code, as such Section of the Code is currently in effect.

          (m) Retiree  Benefits.  Except as set forth on Schedule  4.19 attached
hereto,  no  Employee  Benefit  Plan  provides  for  any  benefits  of any  kind
whatsoever  (other than under COBRA,  the Federal Social Security Act, state law
continuation  coverage  or  conversion  rights,  or any  Employee  Benefit  Plan
qualified under Section 401(a) of the Code) to any Business Employee who, at the
time the benefit is to be provided,  is a former director or former employee of,
or  other  provider  of  services  to,  Trellix  or  an  ERISA  Affiliate  (or a
beneficiary of any such person),  or any other Business  Employee,  nor have any
representations,  agreements, covenants or commitments been made to provide such
benefits.

          (n) Changes to Employee  Benefit  Plans and  Compensation  to Business
Employees.  Since  December  31,  2001,  and through the Closing  Date,  neither
Trellix nor any ERISA  Affiliate  has,  nor will it, (i)  institute  or agree to
institute any new employee  benefit plan or practice  providing a material level
of benefits,  (ii) make or agree to make any change in any Employee Benefit Plan
that would materially  increase the costs of providing  benefits under the plan,
(iii) make or agree to make any material increase in the compensation payable or
to become  payable by Trellix or any ERISA  Affiliate to any  Business  Employee
(other than  regularly  scheduled  increases),  or (iv) except  pursuant to this
Agreement and except for contributions  required to provide benefits pursuant to
the  provisions  of the  Employee  Benefit  Plans or in  accordance  with  prior

                                       30



business practice, pay or accrue or agree to pay or accrue any bonus, percentage
of  compensation,  or other like  benefit to, or for the credit of, any Business
Employee.

     4.20 IMMIGRATION MATTERS.

          (a)  Current  Employees.  With  respect to all current  employees  (as
defined  in  Section  274a.1(g)  of Title 8,  Code of  Federal  Regulations)  of
Trellix,  true and  complete  copies of all Forms  I-9  (Employment  Eligibility
Verification Forms) completed pursuant to the Immigration Reform and Control Act
of 1986, as amended, and all regulations promulgated thereunder ("IRCA") and any
and all copies of documentation, records or other papers retained with Forms I-9
(Employment  Eligibility  Verification  Forms),  will be  delivered to Interland
prior to the  Closing.  Trellix  has  complied  with  IRCA with  respect  to the
completion  of  Forms  I-9  for all  employees  and  the  reverification  of the
employment  status  of any  and all  employees  whose  employment  authorization
documents indicated a limited period of employment authorization.

          (b) Former Employees.  Except as set forth on Schedule  4.20(b),  with
respect to all former employees who left the employment within three years prior
to Closing,  Trellix has complied with IRCA with respect to the  maintenance  of
Forms I-9 for at least  three years from the date of hire or for one year beyond
the date of  termination,  whichever  is later.  Except as set forth on Schedule
4.20(b),  true and complete copies all Forms I-9 maintained for former employees
pursuant  to IRCA,  and any and all  copies of  documentation,  records or other
papers  retained  with Forms I-9,  will be delivered  to Interland  prior to the
Closing.

          (c) Visa Status.  Schedule 4.20(c) attached hereto contains a true and
complete list of all current employees of Trellix,  if any, who are not citizens
of the United  States or who are not permanent  residents of the United  States,
together with a listing of each such  employee's visa status and visa expiration
date.   Trellix   maintains   current  files   containing  all  Labor  Condition
Applications (LCA) and related public and non-public access  documentation which
it must  present upon  request by the U. S.  Department  of Labor or the general
public,  including  but not  limited  to all  documentation  noted in 20 CFR ss.
655.760.

          (d) Authorization to Work in U.S. Trellix has only employed in respect
of the Business individuals  authorized to work in the United States. Within the
twenty-four (24) months  preceding the execution of this Agreement,  Trellix has
not received any written notice of any inspection or  investigation  relating to
any alleged  noncompliance  with or violation  of IRCA,  nor has it been warned,
fined or otherwise penalized by reason of any failure to comply with IRCA.

          (e)  Effect  of  Merger.   The   consummation   of  the   transactions
contemplated  by this Agreement will not, (i) give rise to any liability for the
failure  to  properly  complete  and  update  Forms  I-9,  (ii) give rise to any
liability for the employment of individuals not authorized to work in the United
States or (iii) cause any current employee to become unauthorized to work in the
United States.



                                       31


     4.21  BROKERS FEES AND  EXPENSES.  Trellix has not retained or utilized the
services of any broker, finder or intermediary, or paid or agreed to pay any fee
or  commission  to any person or entity  for or on  account of the  transactions
contemplated  hereby, or had any  communications  with any person or entity with
respect  thereto  which  would  obligate  Interland  to pay  any  such  fees  or
commissions.

     4.22  ABSENCE OF MATERIAL  CHANGES.  Except as set forth in  Schedule  4.22
attached  hereto,  since the Interim Balance Sheet Date:

               (i)  there  has not  been  any  Material  Adverse  Effect  in the
condition  (financial  or otherwise) of the  Business,  the  liabilities  or the
Assets in respect of the Business;

               (ii) to Trellix's  Knowledge,  there has been no Material Adverse
Effect in Trellix's  relations  with, nor has Trellix lost (or received  written
notice that it may lose) any distributors,  suppliers,  resellers,  or customers
with which Trellix has significant business relations;

               (iii)  Trellix has operated  the Business in the ordinary  course
and has not sold,  assigned,  or  transferred  any of the Assets,  except in the
ordinary course of the Business consistent with past practice;

               (iv) Trellix has not mortgaged, pledged or subjected to any lien,
pledge,  mortgage,  security  interest,  conditional  sales  contract,  or other
encumbrance of any nature whatsoever (other than Permitted Encumbrances), any of
the Assets or affected the ownership of Trellix's issued and outstanding  equity
securities;

               (v) there has been no  amendment,  termination,  or waiver of any
right of  Trellix  under any  contract,  governmental  license  or  permit  that
reasonably may be  anticipated to have a Material  Adverse Effect on the Assets,
the  Business  or, to the  Knowledge  of Trellix,  the  ownership  of issued and
outstanding equity securities of Trellix;

               (vi) Trellix has not:

                    (A) paid any judgment  resulting from any suit,  proceeding,
arbitration,  claim or  counterclaim in respect of the Assets or the Business in
excess of $10,000.00  (provided that all such excluded payments do not aggregate
to more than $50,000.00);

                    (B) made any such payment to any party in  settlement of any
such  suit,  proceeding,   arbitration,  claim  or  counterclaim  in  excess  of
$10,000.00  (provided  that all such excluded  payments do not aggregate to more
than $50,000.00);

                    (C) written down or failed to write down (in accordance with
generally  accepted  accounting  principles),  or  written  up the  value of any
Assets;


                                       32




                    (D) made any material  changes in the  customary  methods of
operation  of  the  Business,  including  practices  and  policies  relating  to
accounting, purchasing, marketing, selling or payment of trade creditors;

                    (E) except in respect of ordinary trade  payables,  incurred
any  indebtedness or guaranteed any  indebtedness,  except for borrowings  under
existing loans or lines of credit in the ordinary course of business  consistent
with past  practice or bridge  financing  provided by existing  stockholders  of
Trellix  after the execution of this  Agreement  and prior to Closing,  provided
such bridge  financing  shall not exceed,  in the aggregate,  the portion of the
Cash Consideration to be received by the Stockholders at Closing;

                    (F) issued or sold any of its stock,  notes,  bonds or other
securities, or any option, warrant or other rights to purchase the same;

                    (G) taken any action  other than in the  ordinary  course of
Business  and in a  manner  consistent  with  past  practices  with  respect  to
increasing the  compensation  of any employee of Trellix in the Business or with
respect to the grant or increase of any severance or termination pay to any such
person  (otherwise  than as disclosed to Interland in writing  prior to the date
hereof) or entered into, adopted, or terminated any employee benefit or employee
benefit plan;

                    (H) declared, set aside or paid any dividend or distribution
payable in cash, stock,  property or otherwise with respect to Trellix's capital
stock;  split,  combined or  reclassified  any of Trellix's  capital  stock;  or
redeemed, repurchased or otherwise acquired any of Trellix's capital stock;

                    (I) amended its Certificate of Incorporation or Bylaws;

                    (J) made any loans,  advances or capital contributions to or
investments in any person or entity;

                    (K) made any Tax election or settled or compromised  any Tax
liability,  other than in the ordinary  course,  or entered into any tax sharing
agreements or arrangements with any party;

                    (L) paid, discharged or satisfied any claims, liabilities or
obligations   (absolute,   accrued,   asserted  or  unasserted,   contingent  or
otherwise),  other than the payment,  discharge or  satisfaction in the ordinary
course of business  consistent  with past practice or in  accordance  with their
terms, of liabilities  reflected or reserved against in the financial statements
(or the notes thereto) of Trellix or incurred in the ordinary course of business
consistent with past practice; or

                    (M) agreed, whether in writing or otherwise,  to take any of
the actions specified in this Section 4.22.



                                       33


     4.23 BANK ACCOUNTS. Schedule 4.23 attached hereto contains a true, complete
and correct list showing the name and location of each bank or other institution
in which  Trellix has any deposit  account or safe deposit box in respect of the
Business,  together with a listing of account numbers and the persons authorized
to draw thereon or have access thereto.

     4.24 CERTAIN ARRANGEMENTS.

          (a) Transactions among Affiliated Parties. Except for bridge financing
provided  by  existing  stockholders  of  Trellix  after the  execution  of this
Agreement and prior to Closing,  which bridge financing shall not exceed, in the
aggregate,  the  portion  of  the  Cash  Consideration  to be  received  by  the
Stockholders at Closing,  for the prior two years ending on (i) the date of this
Agreement  and (ii) at Closing,  ending on the Closing  Date,  there has been no
material  direct  or  indirect  transaction  (other  than in  respect  of  stock
ownership,  employee salary,  bonus, travel or expense account  reimbursement in
the  ordinary  course  of  business  consistent  with  past  practice)  that any
stockholder,  director,  officer,  employee or other affiliate of Trellix has or
had with Trellix, including without limitation:

               (i) any material contract, agreement,  understanding,  commitment
or other arrangement  providing for the furnishing of services, or the rental of
real or  personal  property  from or  otherwise  requiring  payments to any such
person (outside of his or her capacity as such stockholder,  director,  officer,
employee or other affiliate) or to any such relative of such person; and

               (ii) any material loans or advances to or from Trellix (exclusive
of travel advances,  expense advances,  and normal salary advances in connection
with  vacation   periods,   or  compensation,   or  travel  or  expense  account
reimbursement,  all in the  ordinary  course of  business),  giving for each the
principal  amount  outstanding,   interest  rate,  maturity  date  and  security
therefore.

          (b) Ownership  Rights.  No affiliate of Trellix owns or has any rights
in or to any of  the  Assets,  properties  or  rights  used  by  Trellix  in the
Business.

     4.25 ENVIRONMENTAL MATTERS.

          (a) Trellix is in  compliance  with and has complied with all federal,
state  and  local  laws  (including,   without  limitation,   case  law,  rules,
regulations,  orders,  judgments,  decrees,  permits,  licenses and governmental
approvals) which are intended to protect the environment  and/or human health or
safety (collectively, "Environmental Laws");

          (b) Trellix has not handled,  generated,  used, stored, transported or
disposed of any material, substance or waste which is regulated by Environmental
Laws ("Hazardous  Materials"),  except for reasonable amounts of ordinary office
and/or office-cleaning  supplies which have been used, stored and disposed of in
compliance with Environmental Laws;



                                       34


          (c) to the  Knowledge  of  Trellix,  there is not now any  underground
storage tank or asbestos on any real property operated or leased by Trellix;

          (d)  Trellix has not  conducted,  nor does it have  Knowledge  of, any
environmental  investigations,  studies, audits, tests, reviews or analyses, the
purpose  of which was to  discover,  identify,  or  otherwise  characterize  the
condition of the soil,  groundwater,  air or the presence of Hazardous Materials
at any real property operated or leased by Trellix;

          (e) To Trellix's Knowledge, there are no "Environmental  Liabilities".
For  purposes  of this  Agreement,  "Environmental  Liabilities"  are any  past,
present or future claims, demands, or liabilities under Environmental Laws which
(i) arise out of or in any way relate to Trellix's operations or activities,  or
any real  property at any time  operated or leased by Trellix,  use or ownership
thereof,  whether vested or unvested,  contingent or fixed, actual or potential,
and (ii) arise from or relate to actions  occurring  (including  any  failure to
act) or conditions existing on or before the Closing Date;

          (f) Trellix has not received any written  actual notice of, and to the
Knowledge of Trellix, no governmental authority or any employee or agent thereof
has determined,  or threatens to determine, that there exists a violation of any
Environmental  Laws at any real property  currently or formerly  owned,  used or
occupied by Trellix (the  "Properties")  or that Trellix or the Properties  have
incurred any liability under any Environmental Laws;

          (g) There are no agreements  between Trellix and any governmental body
or agency (federal, state or local) relating in any way to the presence,  spill,
discharge,  release,  threat of release,  storage,  treatment or disposal of any
Hazardous Materials; and

          (h) There are no Environmental  Laws applicable to the Properties that
would  require  Trellix  to obtain  the  approval  of or  provide  notice to any
governmental  authority (which has not been obtained or provided) as a condition
to the consummation of the Merger.

     4.26  REAL  PROPERTY;  LEASES  IN  EFFECT.  Trellix  does  not own any real
property.  All real property and personal property leases and subleases to which
Trellix is a party and any  amendments  or  modifications  thereof are listed in
Schedule 4.26 (each a "Lease" and collectively,  the "Leases") and are valid and
in full  force and  effect,  and there are no  defaults  on the part of  Trellix
beyond applicable notice and cure periods, and Trellix has not received or given
notice of default  or  claimed  default  with  respect  to any  Lease.  True and
complete  copies of each Lease have been provided to Interland,  and such Leases
constitute the entire  understanding  relating to Trellix's use and occupancy of
the leased premises.  To the Knowledge of Trellix,  the improvements  located on
the real  property  described  in the Leases are not the subject of any official
complaint or notice of violation of any applicable  zoning ordinance or building
code and there is no  condemnation  proceeding  pending  or  threatened  against
Trellix.



                                       35


                                    ARTICLE 5
                         REPRESENTATIONS AND WARRANTIES
                           OF INTERLAND AND MERGER SUB

     In order to induce  Trellix to enter into this Agreement and consummate the
transactions  contemplated  hereby,  Interland  and Merger  Sub hereby  make the
following representations,  warranties and covenants to Trellix as follows, each
of which is material to and relied upon by Trellix:

     5.1  ORGANIZATION  OF INTERLAND AND MERGER SUB.  Interland is a corporation
duly  organized and validly  existing and in good standing under the laws of the
State of  Minnesota.  Merger Sub is a  corporation  duly  organized  and validly
existing and in good standing  under the laws of the State of Delaware.  Each of
Interland and Merger Sub has all necessary corporate power and authority to own,
lease and  operate  its  respective  properties  and to carry on its  respective
businesses as now being conducted by it.

     5.2 CORPORATE POWER AND AUTHORITY; DUE AUTHORIZATION.  Interland and Merger
Sub have  full  corporate  power and  authority  to  execute  and  deliver  this
Agreement and each of the agreements,  documents and  instruments  referenced in
this  Agreement to which each of Interland  and Merger Sub is or will be a party
("Interland   Transaction   Documents")  and  to  consummate  the   transactions
contemplated hereby and thereby. The Boards of Directors of Interland and Merger
Sub have duly  approved  and  authorized  the  execution  and  delivery  of this
Agreement and each of Interland  Transaction  Documents and the  consummation of
the transactions  contemplated hereby and thereby (including the issuance of the
Share  Consideration  and the  Warrant  Consideration),  and no other  corporate
proceedings on the part of Interland and Merger Sub are necessary to approve and
authorize  the  execution  and  delivery of this  Agreement  and such  Interland
Transaction  Documents and the  consummation  of the  transactions  contemplated
hereby and thereby.  Assuming that this  Agreement,  the Letters of Transmittal,
the  Stockholder  Transaction  Documents,  and  each  of  Interland  Transaction
Documents  constitutes a valid and binding agreement of Trellix or Stockholders,
as the case may be, this Agreement and each of Interland  Transaction  Documents
constitutes, or will constitute when executed and delivered, a valid and binding
agreement  of  Interland  and  Merger  Sub,  in each  case  enforceable  against
Interland  and  Merger  Sub in  accordance  with its  terms,  subject to laws of
general  application in effect  affecting  creditors'  rights and subject to the
exercise of judicial discretion in accordance with general equitable principles.
True,  correct and complete copies of the certificate of  incorporation  and the
bylaws of  Interland,  each amended to date,  will be made  available to Trellix
before the Closing Date.

     5.3 NO CONFLICT.  Assuming all  consents,  approvals,  authorizations,  and
other actions listed on Schedule 5.3 attached hereto have been obtained or taken
prior to the date hereof or Closing as  indicated  thereon,  the  execution  and
delivery  by  Interland  and  Merger  Sub of this  Agreement  and the  Interland
Transaction  Documents and the  consummation  by Interland and Merger Sub of the
transactions  contemplated  hereby and thereby  (including  the  issuance of the
Share   Consideration   and  the  Warrant   Considerations   and   assuming  the
representations and warranties received by Interland and Merger Sub from Trellix
and the Stockholders pursuant to this Agreement,  the Letters of Transmittal and


                                       36


the Stockholder  Transaction Documents, as the case may be, are accurate) do not
and will not (a)  require the  consent,  approval or action of, or any filing or
notice  to,  any  corporation,  firm,  person  or other  entity  or any  public,
governmental  or judicial  authority;  (b) violate the terms of any  instrument,
document or agreement to which  Interland or Merger Sub is a party,  or by which
Interland or Merger Sub or the property of Interland or Merger Sub is bound,  or
be in conflict  with,  result in a breach of or  constitute  (upon the giving of
notice or lapse of time, or both) a default under any such instrument,  document
or  agreement;   (c)  violate   Interland's  or  Merger  Sub's   Certificate  of
Incorporation or bylaws;  or (d) violate any order,  writ,  injunction,  decree,
judgment, ruling, law or regulation of any federal, state, county, municipal, or
foreign court or governmental  authority  applicable to Interland or Merger Sub,
or the business or assets of Interland or Merger Sub.

     5.4  BROKERS  FEES AND  EXPENSES.  Neither  Interland  nor  Merger Sub have
retained or utilized the services of any broker,  finder,  or  intermediary,  or
paid or agreed to pay any fee or  commission  to any  person or entity for or on
account of the transactions  contemplated hereby, or had any communications with
any  person or  entity  which  would  obligate  Trellix  to pay any such fees or
commissions.

     5.5 LITIGATION;  JUDGMENTS. There is no action, proceeding or investigation
pending,  or to the best  knowledge of Interland  after due inquiry,  threatened
against or involving  Interland,  nor is there any action or proceeding  pending
or, to the best knowledge of Interland,  after due inquiry threatened before any
court,  tribunal  or  governmental  body  seeking to  restrain or prohibit or to
obtain  damages  or  other  relief  in  connection  with  the   consummation  of
transactions  contemplated  by this  Agreement,  or which might  materially  and
adversely affect Interland's ability to consummate the transactions contemplated
by this Agreement and the Interland Transaction Documents.

     5.6 MERGER SHARES.  The Interland Common Stock when issued pursuant to this
Agreement and the Warrant Shares, will be duly authorized, validly issued, fully
paid and non  assessable  shares of Common Stock of Interland.  Upon delivery of
such  shares,  or in the  case  of the  Warrants,  upon  exercise  thereof,  the
recipients will receive good and  unencumbered  title to the shares of Interland
Common Stock, free and clear of all liens, restrictions,  charges,  encumbrances
and other security  interests of any kind or nature  whatsoever,  except for any
restrictions  existing under  applicable  securities  laws and the  restrictions
imposed in this Agreement.

     5.7  REPORTS  AND  FINANCIAL  STATEMENTS.  Interland  has  previously  made
available to Trellix true and correct copies of (i) its Form 10-K for the period
ended August 31, 2002 and (ii) all other reports filed by it with the Securities
and Exchange  Commission (the "Commission") under the Securities Exchange Act of
1934,  as amended (the  "Exchange  Act"),  since August 31, 2002,  and Interland
hereby  agrees to make  available  to  Trellix  true and  correct  copies of all
reports  filed by it with the  Commission  after  the date  hereof  prior to the
Closing  all in the  form  (including  exhibits)  so  filed  (collectively,  the
"Reports"). As of their respective dates, the Reports complied or will comply in
all material  respects with the then applicable  published rules and regulations
of the Commission with respect thereto  (including,  without  limitation,  rules


                                       37


related  to the  financial  statements  included  therein)  at the date of their
issuance and did not or will not contain any untrue statement of a material fact
or omit to state a material fact  required to be stated  therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading. As of the date hereof, no additional filings or amendments
to previously filed Reports are required  pursuant to such rules and regulations
except as may be required in response  to comment  letters  from the  Commission
dated August 20, September 20, October 9, 2002, and November 26, 2002, copies of
which have been provided to Trellix and its counsel. Interland has complied with
the certifications requirements under Sections 302 and 906 of the Sarbanes-Oxley
Act of 2002 in connection with the filing of its periodic reports.

     5.8 ABSENCE OF CERTAIN CHANGES OR EVENTS.  Since August 31, 2002, there has
not been any Material Adverse Effect on Interland.

     5.9  CAPITALIZATION.  The authorized capital stock of Interland consists of
210,000,000  shares  of  common  stock,  $.01  par  value  per  share,  of which
141,291,411  shares  are  issued  and  outstanding  as of  September  30,  2002.
Interland has no other capital stock authorized, issued or outstanding.

                                    ARTICLE 6
                                 INDEMNIFICATION

     6.1  INDEMNIFICATION  BY  THE  STOCKHOLDERS.   In  addition  to  any  other
indemnification  obligations of the Stockholders contained elsewhere herein, the
procedure  for  which  will  be  governed  by  the  terms  of  this  Article  6,
Stockholders  hereby  severally  but not jointly  agree to indemnify  Interland,
Merger  Sub  and  their  respective  agents,  employees,   officers,  directors,
successors  and  assigns  and hold them  harmless  from and  against all claims,
liabilities,   damages,   losses,  costs  and  expenses  (including   reasonable
attorneys' fees) incurred or suffered by any of them and arising out of:

          (i)  any  breach  of any  agreement  or  covenant  of  Trellix  or any
inaccurate or erroneous  warranty or  representation of Trellix contained herein
or in any Exhibit,  Schedule or Revised  Schedule  hereto or any  instrument  or
document  entered into  pursuant  hereto,  including,  without  limitation,  the
Trellix Transaction Documents;

          (ii) reasonable  costs or expenses which may be incurred by Interland,
Merger Sub or any affiliate  thereof in curing any breach of covenant,  warranty
or representation by Trellix contained in this Agreement or made pursuant hereto
or the Trellix  Transaction  Documents  together with all  reasonable  costs and
expenses  incurred by Interland  or Merger Sub in  defending  any suit or action
which may be brought against it alleging such breach, including, but not limited
to, reasonable attorneys' fees;

          (iii) any obligation of Interland or the Surviving  Corporation to pay
holders  of  Dissenting  Shares  amounts  in  excess  of the  amount  of  Merger
Consideration  to which such holder would be entitled under the terms of Section


                                       38


2.2(a)  or (b) as a result  of the  exercise  by such  holder  of its  appraisal
rights; and

          (iv) any claim,  suit,  proceeding or similar  action by any holder of
the capital stock of Trellix,  or any group of such  holders,  pertaining to (A)
the negotiation, execution, delivery, or consummation (I) of this Agreement, the
Trellix Transaction Documents,  or the Stockholder  Transaction Documents (other
than  claims  related  to a  breach  by  Interland  or  the  Merger  Sub  of any
representation,  warranty,  or  covenant  hereunder  or  thereunder),  (II)  the
certificate of incorporation,  bylaws, stock purchase  agreements,  registration
rights agreements, right of first refusal agreements, co-sale agreements, voting
agreements,  or similar  agreements of Trellix  existing  prior to the Effective
Time; or (B) any claim of breach of fiduciary duty by any officer or director of
Trellix arising out of any act or omission occurring prior to the Effective Time
or  arising  in  connection  with  the  Merger  (collectively,  with  all  other
indemnification  obligations  of the  Stockholders  under any  other  provisions
contained  elsewhere  in this  Agreement  or pursuant  hereto,  the "Section 6.1
Indemnified Claims").

     6.2 INDEMNIFICATION BY INTERLAND AND SURVIVING CORPORATION.  In addition to
any other  indemnification  obligations  of Interland  or Surviving  Corporation
contained  elsewhere  herein,  the  procedure  for which will be governed by the
terms of this Article 6, Interland and Surviving  Corporation hereby jointly and
severally agree to indemnify the Stockholders who execute and deliver Letters of
Transmittal  and  their  respective  agents,  employees,   officers,  directors,
partners,  successors,  heirs, and assigns,  and hold each of them harmless from
and  against  all  claims,  liabilities,  damages,  losses,  costs and  expenses
(including  reasonable  attorneys' fees) incurred or suffered by any of them and
arising out of:

          (i) any breach of any agreement or covenant of Interland or Merger Sub
or any inaccurate or erroneous warranty or representation of Interland or Merger
Sub contained  herein or in any Exhibit,  Schedule or Revised Schedule hereto or
any  instrument or document  entered into pursuant  hereto,  including,  without
limitation, the Interland Transaction Documents;

          (ii)  reasonable  costs  or  expenses  which  may be  incurred  by the
Stockholders  or any  affiliate  thereof in curing  any breach of any  covenant,
warranty  or  representation  by  Interland  or  Merger  Sub  contained  in this
Agreement  or  made  pursuant  hereto  or the  Interland  Transaction  Documents
together with all  reasonable  costs and expenses  incurred by  Stockholders  in
defending  any suit or action which may be brought  against them  alleging  such
breach of any covenant of Interland or Merger Sub or any inaccurate or erroneous
warranty or representation of Interland or Merger Sub, including but not limited
to reasonable  attorneys'  fees  (collectively,  with all other  indemnification
obligations  of Interland  and Merger Sub under any other  provisions  contained
elsewhere in this  Agreement or pursuant  hereto,  the "Section 6.2  Indemnified
Claims").

     6.3  PROVISIONS  REGARDING  INDEMNIFICATION.   The  indemnified  party  (or
parties) shall promptly, and in any event, within thirty (30) days of any claim,
demand,  action or proceeding for which  indemnification  shall or may be sought
under this Agreement (a "Claim") notify the  indemnifying  party (or parties) of


                                       39


such Claim specifying the factual basis of such Claim with reasonable  detail to
the extent then known by the party seeking  indemnification,  and, if such Claim
is a third party  Claim,  the  indemnifying  party shall have the right,  at its
expense,  to assume the defense thereof using counsel  reasonably  acceptable to
the indemnified party. The indemnified party shall have the right to participate
in, at its own  expense,  but not  control,  the defense of any such third party
Claim.  In  connection  with any such third party Claim,  the  Stockholders  and
Interland  shall  cooperate with each other.  No such third party Claim shall be
settled without the prior written consent of the  indemnified  party;  provided,
however,  that if a firm,  written  offer is made to settle any such third party
Claim and the  indemnifying  party  proposes to accept such  settlement  and the
indemnified  party refuses to consent to such settlement,  then the indemnifying
party  shall  be  excused  from,  and the  indemnified  party  shall  be  solely
responsible  for, all further defense of such third party Claim; and the maximum
liability of the indemnifying  party relating to such third party Claim shall be
the amount of the proposed  settlement if the amount  thereafter  recovered from
the  indemnified  party on such third party Claim is greater  than the amount of
the proposed settlement.

     6.4  SURVIVAL.  Except  as  otherwise  specified  in  this  Agreement,  the
representations,   warranties,  covenants  and  obligations  contained  in  this
Agreement and in the Trellix  Transaction  Documents  and Interland  Transaction
Documents delivered at the Closing shall survive the Closing for a period of six
months; provided, however, that (a) the representations and warranties contained
in Sections 4.1  (Organization  and Authority of Trellix),  4.2 (Corporate Power
and  Authority;  Due  Authorization),  4.3 (Title to Assets),  4.5 (Ownership of
Stock  of  Trellix),  4.8  (Financial  Information),   4.14(d)  (Technology  and
Intellectual  Property),  4.16 (Litigation),  4.25 (Environmental  Matters), 5.1
(Organization  of Interland and Merger Sub), 5.2 (Corporate Power and Authority;
Due  Authorization),  5.5 (Litigation;  Judgments),  5.6 (Merger Shares) and 5.7
(Reports and Financial Statements) shall survive the Closing for a period of one
year; (b) the  representations  and  warranties  contained in Sections 4.12 (Tax
Returns and Payments)  and 4.19 (Benefit  Plans and ERISA) and the covenants and
agreements set forth in Sections  6.1(iii) and (iv) shall survive for the period
of the applicable statute of limitations; and (c) covenants and agreements which
by their terms are to have effect or to be performed after Closing shall survive
and remain in full force and effect for the applicable  period  specified in the
covenant or agreement or, if no such period is specified, indefinitely.

     6.5 RIGHT OF SET-OFF. Interland shall have the right to set-off against the
funds held pursuant to the  Indemnity  Escrow  Agreement  any amounts  otherwise
payable  by  Trellix  or  the   Stockholders   to  Interland   pursuant  to  the
indemnification  provisions  in this  Article  6,  all in  accordance  with  the
Indemnity Escrow Agreement.  Subject to Section 6.6(d), the Indemnity Escrow and
the right of  set-off,  however,  shall not be  exclusive  of any other right or
remedy  Interland  and  Merger  Sub may have with  respect  to the  Section  6.1
Indemnified  Claims,  whether  under  this  Agreement,  at  law  or  in  equity.
Stockholders  hereby  agree that to the extent  Section 6.1  Indemnified  Claims
exceed the amount of the Indemnity  Escrow,  the Stockholders will be personally
liable  (subject to the limits set forth in Section  6.6(b)  below) for all such
Section  6.1  Indemnified  Claims  that  Interland  may  have in  excess  of the
Indemnity Escrow.



                                       40


     6.6 LIMITATIONS ON LIABILITY.

          (a) Base Amount.  Notwithstanding  anything to the contrary  contained
herein, no indemnified  party will assert a claim against an indemnifying  party
under this  Article 6 until the total of all Section 6.1  Indemnified  Claims or
Section  6.2  Indemnified  Claims,   respectively,   exceeds  in  the  aggregate
$500,000.00 ("Base Amount"), at which time all Section 6.1 Indemnified Claims or
Section 6.2 Indemnified Claims,  respectively,  will then be indemnifiable,  but
solely to the extent that they  exceed such Base  Amount.  The  limitations  set
forth in the foregoing  sentence shall only apply in respect of  indemnification
claims  arising  from any  inaccuracies  or  errors  in any  representations  or
warranties of Trellix, Interland or Merger Sub, respectively,  contained herein;
provided,  the  limitation  set forth in the foregoing  sentence shall not apply
with respect to a breach of the  representation  set forth in Section 4.19(l) or
Section  4.20 (and  with  respect  to the  representation  set forth in  Section
4.20(b),  the  disclosures  set forth on Schedule  4.20(b) shall be disregarded,
such that Interland shall be indemnified for any claim, liability, damage, loss,
cost or expense  arising  from the  failure of Trellix to comply  with IRCA with
respect to the  maintenance  of Forms I-9 for at least three years from the date
of hire or for one year beyond the date of termination, whichever is later, with
respect to all former employees who left the employment within three years prior
to Closing).

          (b) Maximum Amount. The aggregate  indemnification  obligations of the
parties  hereto  shall be  limited to the Merger  Consideration.  The  aggregate
indemnification  obligations  of any  particular  Stockholder  under Section 6.1
shall be limited to its portion of the Merger  Consideration  and no Stockholder
shall have  personal  liability  for  indemnification  payments in excess of its
portion of the Merger  Consideration.  No  Stockholder  shall be required to pay
more than its Pro Rata Portion of any indemnity claim.  "Pro Rata Portion" means
a Stockholder's percentage of the total Merger Consideration.  In the event that
Interland  is  entitled  to  indemnification   hereunder,  it  shall  seek  such
indemnification  first out of the Indemnity  Escrow and only after the Indemnity
Escrow is depleted will Interland pursue the Stockholders for the balance of any
Section 6.1  Indemnified  Claims.  The aggregate  indemnification  obligation of
Interland to any Stockholder entitled to indemnification pursuant to Section 6.2
shall be limited to the  portion  of the  Merger  Consideration  payable to such
Stockholders   pursuant  to  Section  2.2.   For   purposes  of  valuing   Stock
Consideration in connection with claims for indemnification hereunder, Interland
Common  Stock  shall be valued at the  average  closing  price of such shares as
reported by NASDAQ for the 20 trading days ending two business days prior to the
date the Claim is made. In lieu of tendering Stock Consideration in payment of a
Claim,  Stockholders may, at their option, elect to tender cash. To the extent a
Stockholder has sold his Stock Consideration, such Stockholder's indemnification
obligation  with  respect  to any such Stock  Consideration  which has been sold
shall be limited to the lesser of (a) $1.75 per share, or (b) the price received
by such  Stockholder  with respect to the sale by the  Stockholder of such Stock
Consideration  (provided related  commissions or fees shall not be deducted from
the  calculation of the price received in respect of such Stock  Consideration).
Each Stockholder shall provide  Interland with sufficient  documents and records
in order to verify the amount for which such Stock Consideration was sold.



                                       41


          (c) Insurance.  Notwithstanding  anything herein to the contrary,  the
amount of damages that  Interland  is entitled to recover from the  Stockholders
shall be reduced by any amount recovered by Interland through insurance policies
purchased and maintained by Trellix prior to the Closing and, to the extent that
any damages that have  previously  been  recovered from  Stockholders  are later
recouped by Interland through such insurance policies,  Interland shall promptly
return the amount  recouped  to the  Stockholders  on a pro rata basis  based on
Stockholder's  Pro Rata Portion.  Interland  shall use  commercially  reasonable
efforts to mitigate any losses hereunder and to pursue claims under  Interland's
or the Surviving  Corporation's  general  commercial  insurance policies if this
would limit the damages for which the Stockholders are liable.

          (d) Exclusive Remedy. The  indemnification  provided in this Article 6
shall be the sole and exclusive  remedy  available to the parties hereto for any
claim under this Agreement,  any document delivered pursuant hereto or otherwise
related to the transactions contemplated hereby or thereby,  excluding claims of
fraud.

     6.7 STOCKHOLDER REPRESENTATIVE.

          (a) In order to administer the  transactions  contemplated by (i) this
Agreement  including the obligations of the  Stockholders  under Section 2.3 and
Section  6.1,  (ii) the Net Debt  Shortfall  Escrow  Agreement,  and  (iii)  the
Indemnity Escrow Agreement, the Stockholders,  by approving this Agreement, will
thereby designate and appoint Don Bulens as their representative for purposes of
this  Agreement  and as  attorney-in-fact  and  agent  for and on behalf of each
Stockholder (in such capacity, the "Stockholder Representative").

          (b) By their  approval of this  Agreement and by signing the Letter of
Transmittal, the Stockholders will thereby agree to and accept the provisions of
Section  2.3 and  Article 6 and  authorize  the  Stockholder  Representative  to
represent the Stockholders,  and their  successors,  with respect to all matters
arising under this Agreement,  the Net Debt Shortfall Escrow Agreement,  and the
Indemnity  Escrow  Agreement,  including  (i) to take all  action  necessary  in
connection with (A) the  indemnification  obligations of the Stockholders  under
Section 2.3 or this Article 6, including the defense or settlement of any claims
and the making of payments  with  respect  thereto,  (B) the Net Debt  Shortfall
Escrow  Agreement,  and (C) the  Indemnity  Escrow  Agreement,  (ii) to give and
receive all notices  required  to be given  under this  Agreement,  the Net Debt
Shortfall Escrow  Agreement,  and the Indemnity Escrow  Agreement,  and (iii) to
take  any and all  additional  action  as is  contemplated  to be taken by or on
behalf of the  Stockholders by the Stockholder  Representative  pursuant to this
Agreement,  the Net Debt Shortfall  Escrow  Agreement,  or the Indemnity  Escrow
Agreement.

          (c) In the event that Don Bulens dies or becomes unable to perform his
responsibilities  as Stockholder  Representative  or resigns from such position,
the  Stockholders  receiving  an  aggregate  of  greater  than 50% of the Merger
Consideration  at  Closing  shall  select  another  representative  to fill such
vacancy and such substituted  Stockholder  Representative  shall be deemed to be
the Stockholder Representative for all purposes of this Agreement.



                                       42


          (d) All  decisions  and  actions  by the  Stockholder  Representative,
including any agreement  between the  Stockholder  Representative  and Interland
relating to indemnification obligations of the Stockholders under Section 2.3 or
this Article 6 or under the Net Debt Shortfall Escrow Agreement or the Indemnity
Escrow  Agreement,  including  the defense or  settlement  of any claims and the
making  of  payments  with  respect  hereto,  shall be  binding  upon all of the
Stockholders,  and no  Stockholder  shall  have the  right to  object,  dissent,
protest or otherwise  contest the same.  The  Stockholder  Representative  shall
incur no  liability  to the  Stockholders  with  respect to any action  taken or
suffered  by  the  Stockholder  Representative  in  reliance  upon  any  notice,
direction,  instruction, consent, statement or other document believed by him to
be genuinely  and duly  authorized,  nor for any other  action or inaction  with
respect to the indemnification obligations of the Stockholders under Section 2.3
or this  Article  6 or under  the Net Debt  Shortfall  Escrow  Agreement  or the
Indemnity  Escrow  Agreement,  including the defense or settlement of any claims
and the making of payments with respect thereto,  except to the extent resulting
from the Stockholder  Representative's  own willful misconduct.  The Stockholder
Representative  may, in all questions  arising under this  Agreement rely on the
advice of counsel,  and for anything done,  omitted or suffered in good faith by
the Stockholder Representative shall not be liable to the Stockholders.

          (e)  Interland  and the  Surviving  Corporation  shall be able to rely
conclusively on the instructions and decisions of the Stockholder Representative
with  respect  to the  indemnification  obligations  of the  Stockholders  under
Section 2.3 or this Article 6 or under the Net Debt Shortfall  Escrow  Agreement
or the Indemnity  Escrow  Agreement,  including the defense or settlement of any
claims or the  making  of  payments  with  respect  thereto,  or as to any other
actions  required or  permitted  to be taken by the  Stockholder  Representative
hereunder,  and no party  hereunder  shall  have any  cause  of  action  against
Interland or the Surviving  Corporation to the extent Interland or the Surviving
Corporation  has relied upon the  instructions  or decisions of the  Stockholder
Representative.

                                    ARTICLE 7
                          CONDITIONS TO OBLIGATIONS OF
                        INTERLAND AND MERGER SUB TO CLOSE

     Each and every  obligation of Interland and Merger Sub under this Agreement
to be performed on or prior to the Closing shall be subject to the  fulfillment,
on or prior to the Closing, of each of the following  conditions,  unless and to
the extent any such condition is expressly waived in writing by Interland:

     7.1 REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING. The representations and
warranties  made by Trellix in or pursuant to this  Agreement  shall be true and
correct in all  material  respects on and as of the  Closing  Date with the same
effect as though such  representations  and warranties had been made or given on
and  as  of  the  Closing  Date,  except  for   representations  and  warranties
specifically  limited to an earlier  date  which  shall be true in all  material
respects as of such date.



                                       43


     7.2 OBLIGATIONS PERFORMED. Trellix shall have performed and complied in all
material respects with all agreements (including, without limitation,  obtaining
the Option  Termination  Agreements and Bricklin  Release  referenced in Section
2.2(f)),  conditions and obligations  required by this Agreement to be performed
or complied with by it prior to or at the Closing.

     7.3  CONSENTS.  Trellix  shall have  obtained  and  delivered  to Interland
written  consents  of all persons or  entities  whose  consent is required to be
obtained by Trellix in order to consummate the transactions contemplated herein,
if any, and all of such consents shall remain in full force and effect at and as
of the Closing  including,  without  limitation,  those  listed on Schedule  4.4
attached hereto.

     7.4 CLOSING DELIVERIES.  Trellix shall have executed (where applicable) and
delivered to Interland  all of the closing  deliveries  set forth in Section 1.9
above and elsewhere in this Agreement.

     7.5 NO  CHALLENGE.  There  shall not be pending or  threatened  any action,
proceeding or  investigation  before any court or  administrative  agency by any
government  agency, or be any pending action by any other person, in which it is
sought to restrain or prohibit,  or obtain material  damages in connection with,
the  transactions  contemplated by this Agreement or the ability of Interland or
the  Surviving  Corporation  to  own  and  operate  the  Business  or  otherwise
materially  adversely affecting the financial condition or results of operations
of Trellix in respect of the Business.

     7.6 NO INVESTIGATIONS  OF TRELLIX OR THE BUSINESS.  As of the Closing Date,
there shall be no pending, and Trellix shall not have any notice or Knowledge of
or reason to know of any pending or threatened,  investigation by any municipal,
state or  federal  government  agency or  regulatory  body with  respect  to the
Business or the Assets.

     7.7 REVISED  SCHEDULES.  Trellix shall have provided Interland with revised
Schedules  dated as of the Closing Date  ("Revised  Schedules"),  with all known
changes  resulting  from events which have  occurred  after the date hereof duly
noted  thereon and the Revised  Schedules  will not contain any  disclosures  or
changes  which  should  have been but were not shown on the  Schedules  attached
hereto as of the date hereof and which  individually  or in the aggregate have a
Material Adverse Effect on Trellix or its Business, operations or Assets.

     7.8 LEGALITY.  No federal or state  statute,  rule,  regulation,  executive
order,  decree or injunction  shall have been enacted,  entered,  promulgated or
enforced by any court or  governmental  authority which is in effect and has the
effect of making the  transactions  contemplated  hereby  illegal  or  otherwise
prohibiting the consummation of the transactions contemplated hereby.

     7.9 REGULATORY MATTERS.  All filings shall have been made and all approvals
shall have been  obtained  as may be legally  required  pursuant  to federal and
state laws prior to the  consummation of the  transactions  contemplated by this
Agreement,  including,  without limitation,  all actions by or in respect of, or


                                       44


filings  with,  any  governmental  body,  agency or official or any other person
required to permit the  consummation  of the  transactions  contemplated by this
Agreement so that Interland or the Surviving Corporation, as the case may be, is
able to  continue  to carry on the  Business  substantially  in the  manner  now
conducted by Trellix.

     7.10  DISSENTERS.  Holders of not more than 15% of the outstanding  capital
stock of Trellix,  on a fully  diluted  basis and  assuming the  conversion  and
exercise  of all  outstanding  exerciseable  and/or  convertible  securities  of
Trellix,  shall have exercised their  appraisal  rights under Section 262 of the
DGCL.

     7.11  SECURITIES  LAWS.  To the extent  Interland has  determined  that the
Non-Accredited  Stockholders or Undocumented  Stockholders  are to receive their
portion of the Merger  Consideration  exclusively  from the Cash  Consideration,
Interland  shall  have  received  a  revised  Exhibit  2.2(b)  from  Trellix  as
contemplated  by Section 2.1(g) above.  Stockholders  owning at least 75% of the
capital stock  entitled to receive a portion of the Merger  Consideration  shall
have provided  Accredited  Investor  Letters  indicating  that such person is an
"accredited investor."

     7.12  DUFRESNE  SETTLEMENT  AGREEMENT.  Trellix  shall have  entered into a
Settlement Agreement, substantially in the form attached hereto as Exhibit 7.12,
with Fred B.  DuFresne in respect of the matters  alleged in Fred B. DuFresne v.
Microsoft  Corporation,  Adobe  Systems,  Inc.,  Macromedia,  Inc.  and  Trellix
Corporation, Civil Action No. 02-11778-RCL.

                                    ARTICLE 8
                  CONDITIONS TO TRELLIX'S OBLIGATIONS TO CLOSE

     Each and every  obligation of Trellix under this  Agreement to be performed
on or prior to the Closing shall be subject to the  fulfillment,  on or prior to
the Closing, of each of the following  conditions,  unless and to the extent any
such condition is specifically waived in writing by Trellix:

     8.1 REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING. The representations and
warranties  made by Interland and Merger Sub in or pursuant to this Agreement or
given on their  behalf  hereunder  shall be true  and  correct  in all  material
respects  on and as of the  Closing  Date with the same  effect  as though  such
representations  and  warranties had been made or given on and as of the Closing
Date,  except for  representations  and  warranties  specifically  limited to an
earlier date which shall be true in all material respects as of such date.

     8.2  OBLIGATIONS  PERFORMED.  Interland and Merger Sub shall have performed
and complied in all material  respects with all of their respective  agreements,
conditions and obligations  required by this Agreement which are to be performed
or complied with by them prior to or at the Closing.

     8.3 CONSENTS. Interland and Merger Sub shall have obtained and delivered to
Trellix written consents of all persons or entities whose consent is required to
be obtained by Interland or Merger Sub in order to consummate  the  transactions
contemplated herein, if any, and all of such consents shall remain in full force


                                       45


and effect at and as of the Closing, including, without limitation, those listed
on Schedule 5.3 attached hereto.

     8.4 CLOSING  DELIVERIES.  Interland  and Merger Sub shall have executed and
delivered to the appropriate  parties all of the closing deliveries set forth in
Section 1.9 above and elsewhere in this Agreement.

     8.5 NO  CHALLENGE.  There  shall not be pending or  threatened  any action,
proceeding  or  investigation  before  any  court,   administrative   agency  or
government  agency or be any pending action by any other person,  in which it is
sought to restrain or prohibit,  or obtain material  damages in connection with,
the  Merger  pursuant  to this  Agreement  or the  ability of  Interland  or the
Surviving Corporation, as the case may be, or any of their affiliates to own and
operate the Business or otherwise  materially  adversely affecting the Business,
Assets, financial condition or results of operations of Trellix.

     8.6 LEGALITY.  No federal or state  statute,  rule,  regulation,  executive
order,  decree or injunction  shall have been enacted,  entered,  promulgated or
enforced by any court or  governmental  authority which is in effect and has the
effect of making the  transactions  contemplated  herein  illegal  or  otherwise
prohibiting the consummation of the transactions contemplated herein.

     8.7 REGULATORY MATTERS.  All filings shall have been made and all approvals
shall have been  obtained  as may be legally  required  pursuant  to federal and
state laws prior to the  consummation of the  transactions  contemplated by this
Agreement,  and  all  actions  by  or  in  respect  of,  or  filings  with,  any
governmental body, agency or official or any other person required to permit the
consummation of the transactions contemplated by this Agreement.

     8.8 NO MATERIAL  ADVERSE EFFECT.  Since the date of this  Agreement,  there
shall have been no Material  Adverse Effect in Interland  (without giving effect
to the consequences of the transactions contemplated by this Agreement).

     8.9. REVISED SCHEDULES.  Interland shall have provided Trellix with Revised
Schedules,  with all known  changes  resulting  from events which have  occurred
after the date hereof duly noted  thereon  and the  Revised  Schedules  will not
contain any  disclosures or changes which should have been but were not shown on
the Schedules  attached  hereto at the date hereof and which  individually or in
the  aggregate  are  reasonably  expected to have a Material  Adverse  Effect on
Interland.

                                    ARTICLE 9
                                   TERMINATION

     9.1  TERMINATION.  This  Agreement may be terminated at any time before the
Effective Time:

               (i) by mutual written consent of Interland and Trellix;



                                       46


               (ii) by any nonbreaching  party hereto by means of written notice
if there has been a material breach of any representation, warranty, covenant or
agreement  contained in this Agreement on the part of any  nonterminating  party
hereto which has not been cured within ten (10) business days following  receipt
by the breaching party of written notice of such breach; or

               (iii) by either  Interland or Trellix by means of written  notice
if the  Closing is not  consummated  on or before  January 15,  2003;  provided,
however,  that the parties may mutually  agree to extend the Closing Date beyond
such date;  provided,  further that any right to terminate this Agreement  under
this  Section  9.1(iii)  shall not be  available  to any party whose  failure to
fulfill any obligation under this Agreement has been the cause of or resulted in
the failure of the Closing to occur on or before such date.

     9.2  EFFECTS OF  TERMINATION.  In the event this  Agreement  is  terminated
pursuant to Section 9.1(i),  no party shall have any further  obligations to the
others  hereunder,  except  that the terms and  provisions  of Section 3.2 shall
survive any such  termination.  In the event of a termination  of this Agreement
pursuant to Section 9.1(ii) above, the terminating party shall retain all of its
rights  and  remedies  under this  Agreement  and those  available  at law or in
equity.  In the event of a  termination  of this  Agreement  pursuant to Section
9.1(iii) above, any party who is not in breach or in violation the terms of this
Agreement  shall retain all of its rights and remedies  under this Agreement and
those available at law or in equity.

                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

     10.1 SEVERABILITY.  If any provision of this Agreement is prohibited by the
laws of any  jurisdiction as those laws apply to this Agreement,  that provision
shall be ineffective  to the extent of such  prohibition or shall be modified to
conform with such laws, without invalidating the remaining provisions hereto.

     10.2 MODIFICATION AND WAIVER. This Agreement may not be changed or modified
except  in  writing  specifically  referring  to this  Agreement  and  signed by
Interland,   Merger  Sub,   Trellix   and,   after  the   Closing,   Stockholder
Representative. No change, amendment or attempted waiver of any provision hereof
shall be binding on the other  parties  unless  reduced to writing and signed by
Interland,   Merger  Sub,   Trellix   and,   after  the   Closing,   Stockholder
Representative.  Unless  specifically  provided otherwise herein or agreed to by
Interland,   Merger  Sub,   Trellix   and,   after  the   Closing,   Stockholder
Representative in writing,  no modification,  waiver,  termination,  rescission,
discharge  or  cancellation  of this  Agreement  shall  affect  the right of the
parties hereto to enforce any claim,  whether or not  liquidated,  which accrued
prior  to the  date  of  such  modification,  waiver,  termination,  rescission,
discharge, or cancellation of this Agreement,  and no waiver of any provision or
of any  default  under  this  Agreement  shall  affect the right of any party to
enforce  such  provision  or to exercise any right or remedy in the event of any
other default, whether or not similar.



                                       47


     10.3 ASSIGNMENT; BINDING AGREEMENT. This Agreement, the Trellix Transaction
Documents and Interland  Transaction  Documents may not be assigned by any party
hereto  without the prior written  consent of the other  parties,  provided that
Interland  may  assign  this  Agreement  in  whole  or in  part  to one or  more
wholly-owned subsidiaries without the consent of Trellix (but no such assignment
shall relieve Interland of its obligations hereunder).  The terms and conditions
hereof  shall  survive  the  Closing  and shall  inure to the  benefit of and be
binding  upon  the  parties  hereto  and  their   respective   heirs,   personal
representatives, successors and assigns.

     10.4  COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same  instrument,  with the same effect as
if the signatures  thereto were in the same instrument.  This Agreement shall be
effective  and  binding  on all  parties  when all  parties  have  executed  and
delivered a counterpart of this Agreement.

     10.5   NOTICES.   All   notices,   requests,   demands,   claims  or  other
communications  hereunder  will be in writing  and shall be deemed duly given if
personally  delivered,  sent by a recognized  overnight  delivery  service which
guarantees  next day delivery  ("Overnight  Delivery")  or mailed  registered or
certified  mail,  return  receipt  requested,  postage  prepaid,  transmitted or
addressed  to the  intended  recipient  as set forth  below.  Any other  form of
delivery shall be effective only if receipt is  acknowledged by the recipient by
other than automatic means.

     If to Trellix:                         Trellix Corporation
                                            300 Baker Avenue, First Floor
                                            Concord, Massachusetts 01742
                                            Attention: Don Bulens
                                            Telecopy: (978) 318-7295

     with a copy to:                        Testa, Hurwitz & Thibeault, LLP
                                            125 High Street
                                            Boston, Massachusetts 02110
                                            Attention:  Kenneth Gordon, Esq.
                                            Telecopy: (617) 248-7100

     If to the Stockholder Representative:  Don Bulens
                                            18 Iron Gate Drive
                                            Andover, Massachusetts 01810

     If to Interland or Merger Sub          Interland, Inc.
                                            303 Peachtree Center Avenue
                                            Atlanta, Georgia 30303
                                            Attention:  Chief Executive Officer

     with a copy to the same address to the attention of the General Counsel



                                       48


or at such other address as any party hereto  notifies the other parties  hereof
in writing.  The parties hereto agree that notices or other  communications that
are sent in accordance herewith (i) by personal delivery will be deemed received
on the day  delivered,  or on the first business day thereafter if not delivered
on a business day, (ii) by Overnight  Delivery,  will be deemed  received on the
day  represented  by the delivery  service as the delivery date, or on the first
business day  thereafter if not delivered on a business day, (iii) by U.S. mail,
will be deemed  received  on the day  represented  by the United  States  Postal
Service as the delivery  date, and (iv) by any other means on the day receipt is
acknowledged  by other than automatic  means,  or such earlier date set forth in
the acknowledgment.

     10.6  ENTIRE  AGREEMENT;  NO THIRD  PARTY  BENEFICIARIES.  This  Agreement,
together with the Exhibits,  Schedules and Revised Schedules  referenced herein,
constitutes  the  entire  agreement  and  supersedes  any  and all  other  prior
agreements and undertakings, both written and oral, among the parties, or any of
them,  with  respect to the  subject  matter  hereof  and,  except as  otherwise
expressly  provided herein, is not intended to confer upon any person other than
Interland, Trellix and, after the Closing Date, the Stockholders,  any rights or
remedies hereunder.

     10.7 FURTHER ASSURANCES.  The parties to this Agreement agree to execute or
deliver, both before and after Closing, any additional information, documents or
agreements  contemplated  hereby or  necessary  or  appropriate  to  effect  and
consummate the transactions  contemplated  hereby.  Trellix agrees to provide to
Interland,  both before and after the Closing, such information as Interland may
reasonably request in order to consummate the transactions  contemplated  hereby
and to effect an orderly transition of the Business following Closing.

     10.8  CONSTRUCTION.  Within this  Agreement the singular  shall include the
plural and the plural shall  include the  singular and any gender shall  include
all other  genders,  all as the  meaning  and  context of this  Agreement  shall
require.  In  connection  with any  action or event  which by the  terms  hereof
requires  consent of a party  hereto,  such  consent  shall not be  unreasonably
withheld or delayed. The term "include",  "includes" or "including" and words of
similar effect as used in this  Agreement  shall be deemed to be followed by the
words "without limitation."

     10.9 CHOICE OF LAW. This Agreement and all documents executed in connection
therewith  shall be governed by, and construed in accordance  with,  the laws of
the State of Delaware,  regardless of the laws that might otherwise govern under
applicable principles of conflict of laws thereof.

     10.10 CONSENT TO  JURISDICTION.  Each of the parties hereto (a) consents to
submit itself to the personal  jurisdiction  of any federal court located in the
State of  Delaware  or any  state  court of  Delaware  in which  venue is proper
(except that a party's right to move for removal to federal court, if any, shall
not be defeated by the terms hereof) in the event any dispute arises out of this
Agreement or any of the transactions  contemplated by this Agreement, (b) agrees
that it will not attempt to deny or defeat such personal  jurisdiction by motion
or other request for leave from any such court,  and (c) agrees that it will not
bring  any  action  relating  to  this  Agreement  or any  of  the  transactions
contemplated  by this  Agreement in any court other than a federal court sitting
in the State of Delaware or a Delaware state court.



                                       49


     10.11 DISPUTE RESOLUTION. In all cases where the amount in controversy does
not exceed five million dollars,  and where no equitable relief is sought,  then
notwithstanding  any provision of this Agreement to the contrary,  all disputes,
controversies  or claims  arising out of or relating to this  Agreement  and the
transactions  contemplated  hereby  shall be  resolved  by  agreement  among the
parties,  or, if not so resolved within  forty-five (45) days following  written
notice of dispute  given by either  party  hereto to the  other,  and if written
notice of desire to  arbitrate  is given by either of the  parties  as  provided
below and the matter is not then otherwise  resolved by the parties  hereto,  by
resort to arbitration in accordance  with Title 9 of the United States Code (the
United States  Arbitration  Act),  the  Commercial  Arbitration  Rules,  and the
Optional Rules for Emergency Measures of Protection, all as amended from time to
time  ("Rules") of the American  Arbitration  Association  and the provisions of
this  Section;  provided,  however,  that the  provisions  of this Section shall
prevail in the event of any  conflict  with such Rules.  The parties  agree that
they shall use their  commercially  reasonable efforts to cause the matter to be
presented  to a panel of three  arbitrators  (at least one of whom shall have at
least ten (10) years of industry  experience  relating to the subject  matter of
the dispute) within thirty (30) days after the establishment of such panel. Such
selection of arbitrators shall be made in accordance with the Rules. The parties
shall be entitled to engage in discovery in connection with  arbitration,  which
discovery  shall be  conducted  in  accordance  with the  Rules of the  American
Arbitration Association. Pending the arbitration hearing, any provisional remedy
that would be available  to a party from a court of law shall be available  from
the arbitration  panel. The decision of a majority of the arbitration panel with
respect to the  matters  referred  to them  pursuant  hereto  shall be final and
binding  upon the  parties to the  dispute,  and  confirmation  and  enforcement
thereof  may  be  rendered  thereon  by  any  court  having   jurisdiction  upon
application  of any person  who is a party to the  arbitration  proceeding.  The
costs and expenses incurred in the course of such arbitration including, but not
limited  to,  attorney's  fees,  shall be borne by the party or parties  against
whose favor the decisions and conclusions of the arbitration panel are rendered;
provided,  however,  that if the arbitration panel determines that its decisions
are not rendered  wholly against the favor of one party or parties or the other,
the  arbitration  panel shall be authorized to apportion such costs and expenses
in the manner  that it deems fair and just in light of the merits of the dispute
and its resolution. The arbitration panel shall have no power or authority under
this  Agreement  or  otherwise  to award or provide for the award of punitive or
consequential  damages against any party. Any arbitration  shall be conducted in
Broward  County,  Delaware,  or such other  location as to which the parties may
agree in writing.

     10.12 SCHEDULES,  REVISED  SCHEDULES AND EXHIBITS.  All Schedules,  Revised
Schedules and Exhibits referenced in this Agreement,  whether attached hereto or
not, shall be deemed to be a part of this Agreement, and this Agreement shall be
construed in accordance therewith.

     10.13 DEFINITION OF DAYS. For purposes of this Agreement,  a "business day"
is a day on  which  both  federally-  and  state-chartered  banks  are  open for
business.  Notwithstanding anything to the contrary in this Agreement, no action
shall be  required  of the parties  hereto  except on a business  day and in the
event an action is  required on a day which is not a business  day,  such action
shall be required to be performed on the next succeeding day which is a business
day. All references to "day" or "days" shall mean calendar days unless specified
as a "business day."



                                       50


     10.14  DEFINITION OF TRELLIX'S  KNOWLEDGE.  As used herein,  the terms "the
Knowledge of Trellix" or words of similar import shall mean the actual knowledge
after due  inquiry  of any of Don  Bulens,  Denis  Liptak,  and with  respect to
Section 4.14 of this Agreement, Dan Bricklin.

                  [remainder of page intentionally left blank]





                                       51



     IN WITNESS  WHEREOF,  the  undersigned  have  executed and  delivered  this
Agreement under seal as of the date first written above.

                                    TRELLIX:

                                    TRELLIX CORPORATION


                                    By:  /s/ Donald P. Bulens
                                        ----------------------------------------
                                    Its: President & CEO
                                        ----------------------------------------


                                   INTERLAND:

                                   INTERLAND, INC.


                                   By: /s/ Allen L. Shulman
                                       -----------------------------------------
                                   Its: Senior Vice President, Chief Financial
                                        Officer, General Counsel & Secretary
                                       -----------------------------------------


                                   MERGER SUB:

                                   CHEETAH ACQUISITION
                                   CORPORATION


                                   By: /s/ Allen L. Shulman
                                       -----------------------------------------
                                   Its: President & Treasurer
                                       -----------------------------------------



                                       52

1513498




             LIST OF MERGER AGREEMENT EXHBITS, DISCLOSURE SCHEDULES
                        AND DISCLOSURE SCHEDULE EXHIBITS



                                                   

-------------------------------------------------------------------------------------------------------
             SCHEDULE OR EXHIBIT NUMBER                                 DESCRIPTION
-------------------------------------------------------------------------------------------------------
EXHIBITS TO MERGER AGREEMENT
----------------------------------------------------- -------------------------------------------------
Exhibit 1.5                                           Certificate of Incorporation of Surviving
                                                      Corporation
----------------------------------------------------- -------------------------------------------------
Exhibit 1.9(a)(vi)                                    Opinion of Counsel to Trellix
----------------------------------------------------- -------------------------------------------------
Exhibit 1.9(a)(ix)                                    Sale of Business NonCompetition and
                                                      NonSolicitation Agreement
----------------------------------------------------- -------------------------------------------------
Exhibit 1.9(b)(iv)                                    Opinion of Counsel to Interland
----------------------------------------------------- -------------------------------------------------
Exhibit 2.1(a)                                        Warrant of Common Stock of Interland
----------------------------------------------------- -------------------------------------------------
Exhibit 2.1(f)                                        Accredited Investor Letter
----------------------------------------------------- -------------------------------------------------
Exhibit 2.2(b)                                        Allocation to Preferred Shareholders
----------------------------------------------------- -------------------------------------------------
Exhibit 2.3(a)                                        Net Debt Shortfall Escrow Agreement
----------------------------------------------------- -------------------------------------------------
Exhibit 2.3(b)                                        Indemnity Escrow Agreement
----------------------------------------------------- -------------------------------------------------
Exhibit 3.7                                           Special Compensation Plan
----------------------------------------------------- -------------------------------------------------
Exhibit 7.12                                          Fred B. DuFresne Settlement Agreement
----------------------------------------------------- -------------------------------------------------

-------------------------------------------------------------------------------------------------------
INTERLAND DISCLOSURE SCHEDULES
-------------------------------------------------------------------------------------------------------
Schedule 3.1                                          Employee Matters
----------------------------------------------------- -------------------------------------------------
Schedule 5.3                                          No Conflict; Consents
----------------------------------------------------- -------------------------------------------------

-------------------------------------------------------------------------------------------------------
TRELLIX DISCLOSURE SCHEDULES AND EXHIBITS TO
DISCLOSURE SCHEDULES
-------------------------------------------------------------------------------------------------------
Schedule 2.2(f)                                       Options or Warrants
----------------------------------------------------- -------------------------------------------------
Schedule 3.1 and Exhibit 3.1                          Current Employees
----------------------------------------------------- -------------------------------------------------
Schedule 4.1                                          Organization and Authority of Trellix; Due
                                                      Authorization
----------------------------------------------------- -------------------------------------------------
Schedule 4.2                                          Corporate Power & Authority; Due Authorization
----------------------------------------------------- -------------------------------------------------
Schedule 4.3                                          Title to Assets
----------------------------------------------------- -------------------------------------------------
Schedule 4.4                                          No Conflict; Required Consents
----------------------------------------------------- -------------------------------------------------
Schedule 4.5 and Exhibits 4.5(a), 4.5(b) and 4.5(c)   Ownership of Trellix Stock
----------------------------------------------------- -------------------------------------------------
Schedule 4.8(c)                                       No Other Liabilities
----------------------------------------------------- -------------------------------------------------
Schedule 4.10 and Exhibit 4.10                        Deposits
----------------------------------------------------- -------------------------------------------------
Schedule 4.11(a) and Exhibit 4.11(a)                  Receivables
----------------------------------------------------- -------------------------------------------------
Schedule 4.11(b)                                      Indebtedness
----------------------------------------------------- -------------------------------------------------
Schedule 4.13 and Exhibit 4.13                        Fixed assets and Vehicles
----------------------------------------------------- -------------------------------------------------
Schedules 4.14, 4.14(b), 4.14(c) and 4.14(d) and      Technology and Intellectual Property
Exhibits 4.14(a), 4.14(b) and 4.14(c)
----------------------------------------------------- -------------------------------------------------
Schedule 4.15                                         Contracts
----------------------------------------------------- -------------------------------------------------
Schedule 4.16                                         Litigation; Judgments
----------------------------------------------------- -------------------------------------------------
Schedule 4.17 and Exhibit 4.17                        Insurance
----------------------------------------------------- -------------------------------------------------
Schedule 4.18 and Exhibit 4.18                        Employees; Union; Labor
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Schedule 4.19 and Exhibit 4.19                        Benefit Plans and ERISA
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Schedule 4.20(b) and Exhibit 4.20                     Former Employees
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Schedule 4.20(c)                                      Visa Status
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Schedule 4.22                                         Absence of Material changes
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Schedule 4.23 and Exhibit 4.23                        Bank Accounts
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Schedule 4.24(a)                                      Transactions among Affiliated Parties
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Schedule 4.26                                         Real Property; Leases in Effect
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