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                                                                Exhibit 10.12

                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

         THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the "Amendment"), made as
of this 29th day of December, 1998, is entered into by FurnitureSite, Inc., a
Delaware corporation with its principal place of business at 40 Jackson Street,
Worcester, MA 01608-2210 (the "Company"), and Steven Rothschild, residing at 4
Lantern Lane, Worcester, MA 01609 (the "Executive").

         WHEREAS. the Company and the Executive desire to amend the Employment
Agreement, dated June 19, 1998 (the "Employment Agreement"), between the Company
and the Executive.

         NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
agree as follows:

         1. Section 2 of the Employment Agreement is hereby deleted and the
following is inserted in lieu thereof:

             2. TITLE; CAPACITY. The Executive shall serve as an employee of the
             Company. The Executive hereby accepts such employment and agrees to
             undertake the duties and responsibilities inherent in such position
             and such other duties and responsibilities as the Board of
             Directors of the Company (the "Board") or its designee shall from
             time to time reasonably assign to him. At the Company's request,
             the Executive agrees to devote no more than two (2) days


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             per month to the business and interests of the Company during the
             Employment Period. The Executive agrees to abide by the rules,
             regulations, instructions, personnel practices and policies of the
             Company and any changes therein which may be adopted from time to
             time by the Company. The Executive acknowledges receipt of copies
             of all such rules and policies committed to writing as of the date
             of this Agreement.

         2. Section 6(a) of the Employment Agreement is hereby deleted and the
following is inserted in lieu thereof:

             (a) During the Employment Period and for a period of one (1) year
         after the expiration thereof, the Executive will not directly or
         indirectly:

             (i)    engage in any business or enterprise (whether as an
                    individual proprietor, partner, stockholder, owner, officer,
                    employee, director, joint venturer, investor, lender,
                    consultant or in any other capacity whatsoever) (other than
                    as the holder of not more than 1% of the outstanding stock
                    of a publicly-held company) that is competitive with the
                    Company's business, including but not limited to any
                    business or enterprise that markets or sells furniture, home
                    furnishings or home accessories (including but not limited
                    to carpets and rugs, lamps and lighting fixtures (excluding
                    light bulbs and electrical components for lamps and lighting
                    fixtures), decorative art, and bedding) by direct marketing
                    and/or by use of the Internet;



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             (ii)   recruit, solicit or induce, or attempt to induce, any
                    employee or employees of the Company to terminate their
                    employment with, or otherwise cease their relationship with,
                    the Company; or

             (iii)  solicit, divert or take away, or attempt to divert or to
                    take away, the business or patronage of any of the clients,
                    customers or accounts, or prospective clients, customers or
                    accounts, of the Company which were contacted, solicited or
                    served by the Executive while employed by the Company.

         3. Paragraphs (a), (b) and (c) of Section 7.2 shall not apply to
Developments which relate to the business of selling light bulbs and electrical
components for lamps and lighting fixtures by direct marketing and/or by use of
the Internet and which Developments were made and conceived by the Executive
after November 7, 1998.

         4. NOTIFICATION OF COMPETITIVE ACTIVITY. During the Employment Period
and for a period of one (1) year after the expiration thereof, the Executive
shall notify the Company prior to engaging in any business or enterprise that
reasonably could be considered to be competitive with the Company's business.
Unless approved by the Company in writing, the Executive shall not so engage in
such business or enterprise.

         5. NON-VIOLATION. It is specifically agreed that the period stated in
Section 6(a), during which the agreements and covenants of the Executive made in
such Section shall be effective, shall be computed by excluding from such
computation any time during which the Executive is in violation of any provision
of such Section.



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         6. WAIVER. Any waiver by the Company of a breach of any provision of
this Amendment or the Employment Agreement shall not operate, or be construed to
operate, as a waiver of any subsequent breach of that provision or of any other
provision hereof or thereof.

         7. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined shall have the respective meanings ascribed to such terms in the
Employment Agreement. For avoidance of any doubt, Employment Period shall mean
the period commenced on June 19, 1998 and ending on June 19, 2001; PROVIDED,
HOWEVER, unless the employment of the Executive is terminated in accordance with
the terms of the Employment Agreement prior to June 19 of any year commencing
June 19, 1999, on June 19 of such year, the Employment Period shall be extended
so that as of June 19 of such year, the Employment Period shall be extended for
a full three years.

         8. ENTIRE AGREEMENT. This Amendment and the Employment Agreement
constitute the entire agreement between the parties and supersedes all prior
agreements and understandings, whether written or oral, relating to the subject
matter hereof or thereof. Except as expressly provided in this Amendment, the
terms and conditions of the Employment Agreement shall continue in full force
and effect.

                           [Remainder of page intentionally left blank.]


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         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year set forth above.

                                                     FURNITURESITE, INC.

                                                     By: /s/ Andrew Brooks
                                                        -----------------------
                                                     Title: President and CEO
                                                          ---------------------
                                                     EXECUTIVE
                                                     /s/ Steven Rothschild
                                                     --------------------------
                                                     Steven Rothschild


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