EXHIBIT 10.2
AMENDMENT
This Amendment ("Amendment") is made this 7th day of February 2006 by and
between INTERLAND, INC. ("Interland") and WEB INTERNET, LLC ("WILLC").
BACKGROUND
WILLC and Interland are parties to that certain Asset Purchase Agreement
dated November 29, 2005 pursuant to which WILLC and Will Xxxxxx sold, assigned
and delivered to Interland certain assets related to the Web Business (the
"Purchase Agreement"). Pursuant to the Purchase Agreement Interland and WILLC
entered into a Transition Services Agreement ("Transition Services Agreement")
dated December 23, 2005 pursuant to which WILLC agreed to provide certain
services. In consideration of their mutual obligations, the receipt and
sufficiency of which are hereby acknowledge, WILLC and Interland wish to amend
the Transition Services Agreement as provided in this Amendment.
1. Xxxxxx Duties. The following shall be added as Section B.5 of Exhibit A of
the Transition Services Agreement.
Service Termination Date Fees and Costs
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5 DUTIES OF WILL XXXXXX 4/1/06 Upon completion of the
Relocation, Interland will
WILLC shall provide the services of Will pay to Will Xxxxxx,
Xxxxxx ("Xxxxxx") to oversee WILLC's duties individually, the sum of
pursuant to this Agreement from February 1, $92,500; provided, however,
2006 through the termination of this that if the Relocation has
Agreement. not been completed by April
30, 2006. primarily as a
In particular, Xxxxxx will manage and result of delays in the
coordinate the operations of WILLC with a completion of the Relocation
view towards completing an orderly and caused by Interland,
efficient transfer of its operations from the Interland will pay the sum of
facility located at 0 Xxxxxxxxx Xxxx, Xxxxxx, $92,500 to Will Xxxxxx on May
CT 06801 ("Facility") to Interland's 1, 2006.
headquarters in Atlanta or such other place
as Interland may specify (such process being
the "Relocation"). Interland and WILLC
acknowledge and agree that the Relocation
shall be complete upon the closure of the
Facility and the surrender of the Facility to
the landlord.
2. Miscellaneous. Capitalized terms not otherwise defined or limited herein are
used as defined in the Purchase Agreement and Transition Services Agreement.
3. Counterparts. This Amendment may be executed in one or more counterparts,
each of which will be deemed to be an original copy of this Agreement and all of
which, when taken together, will be deemed to constitute one and the same
agreement.
4. No Other Amendment. Except for the modifications provided for in this
Amendment, all terms and conditions of the Purchase Agreement and Transition
Services Agreement shall remain in full force and effect.
Authorized representatives of the parties have read this Amendment and all
documents referred to or incorporated herein, and agree to and accept such terms
and conditions as of the date first written above.
INTERLAND, INC. WEB INTERNET, LLC
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxxx
Title: President and CEO Title: CEO