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                                                                Exhibit 10.1

                               FURNITURESITE, INC.

                            1998 STOCK INCENTIVE PLAN

1.       PURPOSE.

         The purpose of this 1998 Stock Incentive Plan (the "Plan") of
FurnitureSite, Inc., a Delaware corporation (the "Company"), is to advance the
interests of the Company's stockholders by enhancing the Company's ability to
attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity
ownership opportunities and performance-based incentives and thereby better
aligning the interests of such persons with those of the Company's stockholders.
Except where the context otherwise requires, the term "Company" shall include
any of the Company's present or future subsidiary corporations of as defined in
Section 424(f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the "Code").

2.       ELIGIBILITY.

         All of the Company's employees, officers, directors, consultants and
advisors (and any individuals who have accepted an offer for employment) are
eligible to be granted options, restricted stock awards, or other stock-based
awards (each, an "Award") under the Plan. Each person who has been granted an
Award under the Plan shall be deemed a "Participant".

3.       ADMINISTRATION, DELEGATION.

     (a) ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be administered by
the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the sole and final
judge of such expediency. All decisions by the Board shall be made in the
Board's sole discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award. No director or person acting
pursuant to the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.

     (b) DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of
the Company the power to make Awards and exercise such other powers under the
Plan as the Board may determine, provided that the Board shall fix the
maximum number of shares subject to Awards and the maximum number of shares

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for any one Participant to be made by such executive officers.

     (c) APPOINTMENT OF COMMITTEES. To the extent permitted by applicable law,
the Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). If and when any class
of common stock of the Company is registered under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), the Board shall appoint one such
Committee of not less than two members, each member of which shall be an
"outside director" within the meaning of Section 162(m) of the Code and a
"non-employee director" as defined in Rule 16b-3 promulgated under the Exchange
Act. All references in the Plan to the "Board" shall mean the Board or a
Committee of the Board or the executive officer referred to in Section 3(b) to
the extent that the Board's powers or authority under the Plan have been
delegated to such Committee or executive officer.

4.       STOCK AVAILABLE FOR AWARDS.

         Subject to adjustment under Section 8, Awards may be made under the
Plan for up to 1,429,000 shares of Class B common stock, $0.01 par value per
share, of the Company (the "Common Stock"). If any Award expires or is
terminated, surrendered or canceled without having been fully exercised or is
forfeited in whole or in part or results in any Common Stock not being issued,
the unused Common Stock covered by such Award shall again be available for the
grant of Awards under the Plan, subject, however, in the case of Incentive Stock
Options (as hereinafter defined), to any limitation required under the Code.
Shares issued under the Plan may consist in whole or in part of authorized but
unissued shares or treasury shares.

5.       STOCK OPTIONS.

     (a) GENERAL. The Board may grant options to purchase Common Stock (each, an
"Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option".

     (b) INCENTIVE STOCK OPTIONS. An Option that the Board intends to be an
"incentive stock option@ as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any
other party, if an Option (or

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any part thereof) which is intended to be an Incentive Stock Option is not an
Incentive Stock Option.

     (c) EXERCISE PRICE. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement.

     (d) DURATION OF OPTIONS. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Board may specify in the applicable
option agreement; PROVIDED, HOWEVER, that no Option will be granted for a term
in excess of 10 years.

     (e) EXERCISE OF OPTION. Options may be exercised by delivery to the Company
of a written notice of exercise signed by the proper person or by any other form
of notice (including electronic notice) approved by the Board together with
payment in full as specified in Section 5(f) for the number of shares for which
the Option is exercised.

     (f) PAYMENT UPON EXERCISE. Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:

         (1) in cash or by check, payable to the order of the Company;

         (2) except as the Board may, in its sole discretion, otherwise provide
in an option agreement, by (i) delivery of an irrevocable and unconditional
undertaking by a creditworthy broker to deliver promptly to the Company
sufficient funds to pay the exercise price or (ii) delivery by the Participant
to the Company of a copy of irrevocable and unconditional instructions to a
creditworthy broker to deliver promptly to the Company cash or a check
sufficient to pay the exercise price;

         (3) when the Common Stock is registered under the Exchange Act, by
delivery of shares of Common Stock owned by the Participant valued at their fair
market value as determined by (or in a manner approved by) the Board in good
faith ("Fair Market Value"), which Common Stock was owned by the Participant at
least six months prior to such delivery;

         (4) to the extent permitted by the Board, in its sole discretion by (i)
delivery of a promissory note of the Participant to the Company on terms
determined by the Board or (ii) payment of such other lawful consideration as
the Board may determine; or

         (5) by any combination of the above permitted forms of payment.

6.       RESTRICTED STOCK.

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     (a) GRANTS. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award").

     (b) TERMS AND CONDITIONS. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any. Any stock certificates
issued in respect of a Restricted Stock Award shall be registered in the name of
the Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its designee). At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to
receive amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary").In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.

7.       OTHER STOCK-BASED AWARDS.

         The Board shall have the right to grant other Awards based upon the
Common Stock having such terms and conditions as the Board may determine,
including the grant of shares based upon certain conditions, the grant of
securities convertible into Common Stock and the grant of stock appreciation
rights.

8.       ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS.

         (a) CHANGES IN CAPITALIZATION. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the number and class of securities and exercise price per share subject to
each outstanding Option, (iii) the repurchase price per share subject to each
outstanding Restricted Stock Award, and (iv) the terms of each other outstanding
Award shall be appropriately adjusted by the Company (or substituted Awards may
be made, if applicable) to the extent the Board shall determine, in good faith,
that such an adjustment (or substitution) is necessary and appropriate. If this
Section 8(a) applies and Section 8(c) also applies to any event, Section 8(c)
shall be applicable to such event, and this Section 8(a) shall not be
applicable.



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         (b) LIQUIDATION OR DISSOLUTION. In the event of a proposed liquidation
or dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation or
dissolution on any Restricted Stock Award or other Award granted under the Plan
at the time of the grant of such Award.

         (c) ACQUISITION AND CHANGE IN CONTROL EVENTS.

            (1) DEFINITIONS.

               (a) An "Acquisition Event" shall mean:

                    (i)  any merger or consolidation of the Company with or into
                         another entity as a result of which the Common Stock is
                         converted into or exchanged for the right to receive
                         cash, securities or other property; or

                   (ii)  any exchange of shares of the Company for cash,
                         securities or other property pursuant to a statutory
                         share exchange transaction.

                (b) A "Change in Control Event" shall mean:

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                    (i)  any person or entity (together, a "Person") or any
                         Persons acting together (other than a Current Holder
                         (as defined below) or an underwriter engaged in a firm
                         commitment underwriting on behalf of the Company) that
                         would constitute a group (within the meaning of Section
                         13(d)(3) or 14(d)(2) of the Exchange Act, or any
                         successor provision thereto) shall beneficially own
                         (within the meaning of Rule 13d-3 under the Exchange
                         Act, or any successor provision thereto) 50% or more of
                         either (x) the then-outstanding shares of common stock
                         of the Company (the "Outstanding Company Common Stock")
                         or (y) the combined voting power of the
                         then-outstanding securities of the Company entitled to
                         vote generally in the election of directors (the
                         "Outstanding Company Voting Securities"); PROVIDED,
                         HOWEVER, that for purposes of this subsection (i), the
                         following acquisitions shall not constitute a Change in
                         Control Event: (A) any acquisition directly from the
                         Company (excluding an acquisition pursuant to the
                         exercise, conversion or exchange of any security
                         exercisable for, convertible into or exchangeable for
                         common stock or voting securities of the Company,
                         unless the Person exercising, converting or exchanging
                         such security acquired such security directly from the
                         Company or an underwriter or agent of the Company), (B)
                         any acquisition by any employee benefit plan (or
                         related trust) sponsored or maintained by the Company
                         or any corporation controlled by the Company, or (C)
                         any acquisition by any corporation pursuant to a
                         Business Combination (as defined below) which complies
                         with clauses (x) and (y) of subsection (ii) of this
                         definition. For purposes of this Plan, a Current Holder
                         shall mean any stockholder of the Company on the date
                         of the adoption of this Plan; or

                   (ii)  the consummation of a merger, consolidation,
                         reorganization or statutory share exchange involving
                         the Company or a sale or other disposition of all or
                         substantially all of the assets of the Company (a
                         "Business Combination"), unless, immediately following
                         such Business Combination, each of the

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                         following two conditions is satisfied: (x) all or
                         substantially all of the individuals and entities who
                         were the beneficial owners of the Outstanding Company
                         Common Stock and Outstanding Company Voting Securities
                         immediately prior to such Business Combination
                         beneficially own, directly or indirectly, more than 50%
                         of the then-outstanding shares of common stock and the
                         combined voting power of the then-outstanding
                         securities entitled to vote generally in the election
                         of directors, respectively, of the resulting or
                         acquiring corporation in such Business Combination
                         (which shall include, without limitation, a corporation
                         which as a result of such transaction owns the Company
                         or substantially all of the Company's assets either
                         directly or through one or more subsidiaries) (such
                         resulting or acquiring corporation is referred to
                         herein as the "Acquiring Corporation") in substantially
                         the same proportions as their ownership of the
                         Outstanding Company Common Stock and Outstanding
                         Company Voting Securities, respectively, immediately
                         prior to such Business Combination and (y) no Person
                         (excluding the Acquiring Corporation or any employee
                         benefit plan (or related trust) maintained or sponsored
                         by the Company or by the Acquiring Corporation)
                         beneficially owns, directly or indirectly, 50% or more
                         of the then-outstanding shares of common stock of the
                         Acquiring Corporation, or of the combined voting power
                         of the then-outstanding securities of such corporation
                         entitled to vote generally in the election of directors
                         (except to the extent that such ownership existed prior
                         to the Business Combination).

         (2) EFFECT ON OPTIONS.

               (a)  ACQUISITION EVENT. Upon the occurrence of an Acquisition
                    Event (regardless of whether such event also constitutes a
                    Change in Control Event), or the execution by the Company of
                    any agreement with respect to an Acquisition Event
                    (regardless of whether such event will result in a Change in
                    Control Event), the Board shall provide that all outstanding
                    Options shall be assumed, or equivalent options shall be
                    substituted, by the acquiring or succeeding corporation (or


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                    an affiliate thereof); PROVIDED THAT if such Acquisition
                    Event also constitutes a Change in Control Event, except to
                    the extent specifically provided to the contrary in the
                    instrument evidencing any Option or any other agreement
                    between a Participant and the Company, such assumed or
                    substituted options shall be immediately exercisable in full
                    upon the occurrence of such Acquisition Event. For purposes
                    hereof, an Option shall be considered to be assumed if,
                    following consummation of the Acquisition Event, the Option
                    confers the right to purchase, for each share of Common
                    Stock subject to the Option immediately prior to the
                    consummation of the Acquisition Event, the consideration
                    (whether cash, securities or other property) received as a
                    result of the Acquisition Event by holders of Common Stock
                    for each share of Common Stock held immediately prior to the
                    consummation of the Acquisition Event (and if holders were
                    offered a choice of consideration, the type of consideration
                    chosen by the holders of a majority of the outstanding
                    shares of Common Stock); PROVIDED, HOWEVER, that if the
                    consideration received as a result of the Acquisition Event
                    is not solely common stock of the acquiring or succeeding
                    corporation (or an affiliate thereof), the Company may, with
                    the consent of the acquiring or succeeding corporation,
                    provide for the consideration to be received upon the
                    exercise of Options to consist solely of common stock of the
                    acquiring or succeeding corporation (or an affiliate
                    thereof) equivalent in fair market value to the per share
                    consideration received by holders of outstanding shares of
                    Common Stock as a result of the Acquisition Event.

                         Notwithstanding the foregoing, if the acquiring or
                    succeeding corporation (or an affiliate thereof) does not
                    agree to assume, or substitute for, such Options, then the
                    Board shall, upon written notice to the Participants,
                    provide that all then unexercised Options will become
                    exercisable in full as of a specified time prior to the
                    Acquisition Event and will terminate immediately prior to
                    the consummation of such Acquisition Event, except to the
                    extent exercised by the Participants before the consummation
                    of such Acquisition Event; PROVIDED, HOWEVER, in the event
                    of an Acquisition Event under the terms of which holders of
                    Common Stock will receive upon consummation thereof a cash
                    payment for each share of Common Stock surrendered pursuant
                    to such


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                    Acquisition Event (the "Acquisition Price"), then the Board
                    may instead provide that all outstanding Options shall
                    terminate upon consummation of such Acquisition Event and
                    that each Participant shall receive, in exchange therefor, a
                    cash payment equal to the amount (if any) by which (A) the
                    Acquisition Price multiplied by the number of shares of
                    Common Stock subject to such outstanding Options (whether or
                    not then exercisable), exceeds (B) the aggregate exercise
                    price of such Options.

               (b)  CHANGE IN CONTROL EVENT THAT IS NOT AN ACQUISITION EVENT.
                    Upon the occurrence of a Change in Control Event that does
                    not also constitute an Acquisition Event, except to the
                    extent specifically provided to the contrary in the
                    instrument evidencing any Option or any other agreement
                    between a Participant and the Company, all Options
                    then-outstanding shall automatically become immediately
                    exercisable in full.

          (3)  EFFECT ON RESTRICTED STOCK AWARDS.

               (a)  ACQUISITION EVENT THAT IS NOT A CHANGE IN CONTROL EVENT.
                    Upon the occurrence of an Acquisition Event that is not a
                    Change in Control Event, the repurchase and other rights of
                    the Company under each outstanding Restricted Stock Award
                    shall inure to the benefit of the Company's successor and
                    shall apply to the cash, securities or other property which
                    the Common Stock was converted into or exchanged for
                    pursuant to such Acquisition Event in the same manner and to
                    the same extent as they applied to the Common Stock subject
                    to such Restricted Stock Award.

               (b)  CHANGE IN CONTROL EVENT. Upon the occurrence of a Change in
                    Control Event (regardless of whether such event also
                    constitutes an Acquisition Event), except to the extent
                    specifically provided to the contrary in the instrument
                    evidencing any Restricted Stock Award or any other agreement
                    between a Participant and the Company, all Company-imposed
                    restrictions and conditions on all Restricted Stock Awards
                    then-outstanding shall automatically be deemed terminated or
                    satisfied.

          (4)  EFFECT ON OTHER AWARDS.

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               (a)  ACQUISITION EVENT THAT IS NOT A CHANGE IN CONTROL EVENT. The
                    Board shall specify the effect of an Acquisition Event that
                    is not a Change in Control Event on any other Award granted
                    under the Plan at the time of the grant of such Award.

               (b)  CHANGE IN CONTROL EVENT. Upon the occurrence of a Change in
                    Control Event (regardless of whether such event also
                    constitutes an Acquisition Event), except to the extent
                    specifically provided to the contrary in the instrument
                    evidencing any other Award or any other agreement between a
                    Participant and the Company, all other Awards shall become
                    exercisable, realizable or vested in full, or shall be free
                    of all Company-imposed conditions or restrictions, as
                    applicable to each such Award.

9.   GENERAL PROVISIONS APPLICABLE TO AWARDS.

     (a) TRANSFERABILITY OF AWARDS. Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned, transferred, pledged
or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the life of the Participant, shall be exercisable only
by the Participant. References to a Participant, to the extent relevant in the
context, shall include references to authorized transferees.

     (b) DOCUMENTATION. Each Award shall be evidenced by a written instrument in
such form as the Board shall determine. Such written instrument may be in the
form of an agreement signed by the Company and the Participant or a written
confirming memorandum to the Participant from the Company. Each Award may
contain terms and conditions in addition to those set forth in the Plan.

     (c) BOARD DISCRETION. Except as otherwise provided by the Plan, each Award
may be made alone or in addition or in relation to any other Award. The terms of
each Award need not be identical, and the Board need not treat Participants
uniformly.

     (d) TERMINATION OF STATUS. The Board shall determine the effect on an Award
of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

     (e) WITHHOLDING. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be

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withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. Except as the Board may otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act,
Participants may satisfy such tax obligations in whole or in part by delivery of
shares of Common Stock, including shares retained from the Award creating the
tax obligation, valued at their Fair Market Value. The Company may, to the
extent permitted by law, deduct any such tax obligations from any payment of any
kind otherwise due to a Participant.

     (f) AMENDMENT OF AWARD. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

     (g) CONDITIONS ON DELIVERY OF STOCK. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

     (h) ACCELERATION. The Board may at any time provide that any Options shall
become immediately exercisable in full or in part, that any Restricted Stock
Awards shall be free of restrictions in full or in part or that any other Awards
may become exercisable in full or in part or free of some or all restrictions or
conditions, or otherwise realizable in full or in part, as the case may be.

10.  MISCELLANEOUS.

     (a) NO RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall have any claim
or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

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     (b) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.

     (c) EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on the
date on which it is adopted by the Board. No Awards shall be granted under the
Plan after the completion of ten years from the date on which the Plan was
adopted by the Board, but Awards previously granted may extend beyond that date.

     (d) AMENDMENT OF PLAN. The Board may amend, suspend or terminate the Plan
or any portion thereof at any time.

     (e) GOVERNING LAW. The provisions of the Plan and all Awards made hereunder
shall be governed by and interpreted in accordance with the laws of the State of
Delaware, without regard to any applicable conflicts of law.


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