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                                                                   Exhibit 10.01

                           WOODWORKERS WAREHOUSE, INC.

                            LONG-TERM INCENTIVE PLAN

I.       Purpose

         The purpose of the Woodworkers Warehouse, Inc. Long-Term Incentive Plan
(the "Plan") is to attract and retain and provide incentives to employees,
officers, directors and consultants of the Corporation, and to thereby increase
overall shareholder value. The Plan generally provides for the granting of
stock, stock options, stock appreciation rights, restricted shares or any
combination of the foregoing to the eligible participants.


II.      Definitions

         (a) "Award" includes, without limitation, stock options (including
incentive stock options within the meaning of Section 422(b) of the Code) with
or without stock appreciation rights, dividend equivalent rights, stock awards,
restricted share awards, or other awards that are valued in whole or in part by
reference to, or are otherwise based on, the Common Stock ("other Common
Stock-based Awards"), all on a stand alone, combination or tandem basis, as
described in or granted under this Plan.

         (b) "Award Agreement" means a written agreement setting forth the terms
and conditions of each Award made under this Plan.

         (c) "Board" means the Board of Directors of the Corporation.

         (d) "Change of Control" means the sale, exchange or transfer of Common
Stock whether in one transaction or a series of related transactions occurring
within one year, which results in an accumulation of 50% or more of the
outstanding shares of Common Stock (on a fully diluted basis) in one holder or
several affiliated holders (or any such transaction or transactions occurring
within six months that result in an accumulation of at least 35% of such shares
of Common Stock (on a fully diluted basis)) or an event involving the sale or
merger of the Corporation which results in the holders of shares of Common Stock
immediately prior to the occurrence of such sale or merger holding less than a
majority of the outstanding shares of Common Stock immediately thereafter.

         (e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

         (f) "Committee" means the Compensation and Stock Option Committee of
the Board or such other committee of the Board as may be designated by the Board
from time to time to administer this Plan the members of which shall consist
solely of members of the Board who are "disinterested persons" within the
meaning of Rule 16b-3 of the Exchange Act and are "outside directors" for
purposes of Code Section 162(m)(4)(C) of the Code.

         (g) "Common Stock" means the common stock, $.01 par value, of the
Corporation.

         (h) "Corporation" means Woodworkers Warehouse, Inc., a Delaware
corporation.

         (i) "Employee" means an employee of the Corporation or a Subsidiary.
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         (j) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         (k) "Executive Officer" means an Employee that is an officer of the
Company and is, or reports directly to, the chief executive officer.

         (l) "Fair Market Value" means the closing price for the Common Stock as
officially reported on the relevant date (or if there were no sales on such
date, on the next preceding date on which such closing price was recorded) by
the principal national securities exchange on which the Common Stock is listed
or admitted to trading, or, if the Common Stock is not listed or admitted to
trading on any such national securities exchange, the closing price as furnished
by the National Association of Securities Dealers through Nasdaq or a similar
organization if Nasdaq is no longer reporting such information, or, if the
Common Stock is not quoted on Nasdaq, as determined in good faith by resolution
of the Board (whose determination shall be conclusive), based on the best
information available to it, provided, however, that with respect to the options
granted prior to __________, 2002 "Fair Market Value" shall mean the fair market
value of the Common Stock as determined by an investment banker pursuant to the
authorization of the Board of Directors of the Company granted at the November
27, 2001 meeting of the Board of Directors.

         (m) "Participant" means an Employee, officer, director or consultant
who has been granted an Award under the Plan.

         (n) "Plan Year" means a twelve-month period beginning with January 1 of
each year.

         (o) "Subsidiary" means any corporation or other entity, whether
domestic or foreign, in which the Corporation has or obtains, directly or
indirectly, a proprietary interest of more than 50% by reason of stock ownership
or otherwise.


III.     Eligibility

         Any Employee, officer, director or consultant of the Corporation or
Subsidiary selected by the Committee is eligible to receive an Award.

IV.      Plan Administration

         (a) Except as otherwise determined by the Board, the Plan shall be
administered by the Committee. The Board, or the Committee to the extent
determined by the Board, shall periodically make determinations with respect to
the participation of Employees, officers, directors and consultants in the Plan
and, except as otherwise required by law or this Plan, the grant terms of
Awards, including vesting schedules, price, restriction or option period,
dividend rights, post-retirement and termination rights, payment alternatives
such as cash, stock, contingent awards or other means of payment consistent with
the purposes of this Plan, and such other terms and conditions as the Board or
the Committee deems appropriate which shall be contained in an Award Agreement
with respect to a Participant.


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         (b) The Committee shall have authority to interpret and construe the
provisions of the Plan and any Award Agreement and make determinations pursuant
to any Plan provision or Award Agreement which shall be final and binding on all
persons. No member of the Committee shall be liable for any action or
determination made in good faith, and the members shall be entitled to
indemnification and reimbursement in the manner provided in the Corporation's
Certificate of Incorporation, as it may be amended from time to time.

         (c) The Committee shall have the authority at any time to provide for
the conditions and circumstances under which Awards shall be forfeited. The
Committee shall have the authority to accelerate the vesting of any Award and
the times at which any Award becomes exercisable.


V.       Capital Stock Subject to the Provisions of this Plan

         (a) The capital stock subject to the provisions of this Plan shall be
shares of authorized but unissued Common Stock and shares of Common Stock held
as treasury stock. Subject to adjustment in accordance with the provisions of
Section X, and subject to Section V(c) below, the total number of shares of
Common Stock available for grants of Awards shall not exceed 1,500,000.

         (b) The grant of a restricted share Award shall be deemed to be equal
to the maximum number of shares which may be issued under the Award. Awards
payable only in cash will not reduce the number of shares available for Awards
granted under the Plan.

         (c) There shall be carried forward and be available for Awards under
the Plan, in addition to shares available for grant under paragraph (a) of this
Section V, all of the following: (i) any unused portion of the limit set forth
in paragraph (a) of this Section V; (ii) shares represented by Awards which are
cancelled, forfeited, surrendered, terminated, paid in cash or expire
unexercised; and (iii) the excess amount of variable Awards which become fixed
at less than their maximum limitations.



VI.      Awards Under This Plan

         (a) Discretionary Awards. As the Board or Committee may determine, the
following types of Awards and other Common Stock-based Awards may be granted
under this Plan on a stand alone, combination or tandem basis:

                  (i) Stock Option. A right to buy a specified number of shares
of Common Stock at a fixed exercise price during a specified time, all as the
Committee may determine; provided that the exercise price of any option
determined to be an incentive stock option shall not be less than 100% of the
Fair Market Value of the Common Stock on the date of grant of the Award.


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                  (ii) Incentive Stock Option. An Award in the form of a stock
option which shall comply with the requirements of Section 422 of the Code or
any successor section as it may be amended from time to time. Subject to
adjustment in accordance with the provisions of Section X, the aggregate number
of shares which may be subject to incentive stock option Awards under this Plan
shall not exceed 1,500,000 shares, subject to Section V above. To the extent
that Section 422 of the Code requires certain provisions to be set forth in a
written plan, said provisions are incorporated herein by this reference.

                  (iii) Stock Appreciation Right. A right, which may or may not
be contained in the grant of a stock option or incentive stock option, to
receive in cash (or its equivalent value in Common Stock) the excess of the Fair
Market Value of a share of Common Stock on the date the right is surrendered
over the option exercise price or other price specified in the Award Agreement.

                  (iv) Restricted Shares. The issuance of Common Stock to a
Participant subject to forfeiture until such restrictions, terms and conditions
as the Committee may determine are fulfilled.

                  (v) Dividend or Equivalent. A right to receive dividends or
their equivalent in value in Common Stock, cash or in a combination of both with
respect to any new or previously existing Award.

                  (vi) Stock Award. The issuance of Common Stock, which may be
on a contingent basis, to a Participant.

                  (vii) Other Stock-Based Awards. Other Common Stock-based
Awards which are related to or serve a similar function to those Awards set
forth in this Section VI(a).

         (b) Formula Awards. Each member of the Board who is not, on the date on
which any option is to be granted pursuant to this paragraph (b) to such member,
an employee (a "Non-Employee Director") shall be granted stock options (which
shall not comply with the requirements of Section 422 of the Code) in accordance
with the following formula: (i) a stock option to acquire 50,000 shares of
Common Stock shall be granted on the Grant Date (defined below) at the Exercise
Price (defined below) which option shall become exercisable, so long as the
Non-Employee Director continues to be a member of the Board, as to 16,667 shares
on the January 2 next following the Grant Date and as to an additional 16,667
shares on the next following January 2 and as to an additional 16,666 shares on
the next following January 2 and (ii) a stock option to acquire a number of
shares of Common Stock as determined by the Committee shall be granted on each
January 2 following the Grant Date (other than January 2, 2002), at the Exercise
Price which options shall be immediately exercisable upon grant. Notwithstanding
the foregoing, in the event a Non-Employee Director fails to attend at least 75%
of the Board meetings in any calendar year, commencing with calendar year 2002,
such person shall automatically forfeit his right to exercise that portion of
the option provided for in clause (i) above that would have otherwise become
exercisable on the next following January 2 which portion shall cease to be of
any force or effect. For purposes of this Section VI(b), "Grant Date" shall mean
(x) the date on which the Plan is approved by the Board with respect to each
Non-Employee Director serving in such capacity on such date and (y) the date of
his election to the Board, with respect to each Non-Employee Director who was
not serving in such capacity on the date referred to in the preceding clause
(x), and "Exercise Price" shall mean (A) the Fair Market Value of the Common
Stock on the respective Grant Dates with respect to each option granted pursuant
to clause (i) above and (B) the Fair Market Value of the Common Stock on each
date of grant with respect to options granted pursuant to clause (ii) above.
Options granted pursuant to this Section VI(b) shall expire and cease to be of
any force or effect on the earlier of the tenth anniversary of the date any such
option was granted or the first anniversary of the date on which an optionee
ceases to be a member of the Board.


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VII.     Award Agreements

         Each Award under the Plan shall be evidenced by an Award Agreement
setting forth the terms and conditions of the Award and executed by the
Corporation and Participant.


VIII.    Other Terms and Conditions

         (a) Assignability. Unless provided to the contrary in any Award, no
Award shall be assignable or transferable except by will or by the laws of
descent and distribution and during the lifetime of a Participant, the Award
shall be exercisable only by such Participant.

         (b) Termination of Employment or Other Relationship. The Committee
shall determine the disposition of the grant of each Award in the event of the
retirement, disability, death or other termination of a Participant's employment
or other relationship with the Corporation or a Subsidiary.


         (c) Rights as a Stockholder. A Participant shall have no rights as a
stockholder with respect to shares covered by an Award until the date the
Participant is the holder of record. No adjustment will be made for dividends or
other rights for which the record date is prior to such date.

         (d) No Obligation to Exercise. The grant of an Award shall impose no
obligation upon the Participant to exercise the Award.

         (e) Payments by Participants. The Committee may determine that Awards
for which a payment is due from a Participant may be payable: (i) in U.S.
dollars by personal check, bank draft or money order payable to the order of the
Corporation, by money transfers or direct account debits; (ii) through the
delivery or deemed delivery based on attestation to the ownership of shares of
Common Stock with a Fair Market Value equal to the total payment due from the
Participant; (iii) pursuant to a broker-assisted "cashless exercise" program if
established by the Corporation; (iv) by a combination of the methods described
in (i) through (iii) above; or (v) by such other methods as the Committee may
deem appropriate.


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         (f) Withholding. Except as otherwise provided by the Committee, (i) the
deduction of withholding and any other taxes required by law will be made from
all amounts paid in cash and (ii) in the case of payments of Awards in shares of
Common Stock, the Participant shall be required to pay the amount of any taxes
required to be withheld prior to receipt of such stock, or alternatively, a
number of shares the Fair Market Value of which equals the amount required to be
withheld may be deducted from the payment.

         (g) Restrictions on Sale and Exercise. With respect to officers and
directors for purposes of Section 16 of the Exchange Act, and if required to
comply with rules promulgated thereunder, (i) no Award providing for exercise, a
vesting period, a restriction period or the attainment of performance standards
shall permit unrestricted ownership of Common Stock by the Participant for at
least six months from the date of grant, and (ii) Common Stock acquired pursuant
to this Plan (other than Common Stock acquired as a result of the granting of a
"derivative security") may not be sold for at least six months after
acquisition.

         (h) Maximum Awards. The maximum number of shares of Common Stock that
may be issued to any single Participant pursuant to options under this Plan or
in any single Plan Year is 1,000,000.

         (i) Change of Control. Notwithstanding any provisions to the contrary
contained in the Plan or in any Award Agreement, all options granted to any
Non-Employee Director or any Executive Officer of the Company who holds such
position immediately prior to a Change of Control shall become fully vested and
immediately exercisable and will continue to be exercisable in whole or in part
through the stated expiration date upon a Change of Control.

IX.      Termination, Modification and Amendments

         (a) The Plan may from time to time be terminated, modified or amended
by the affirmative vote of the holders of a majority of the outstanding shares
of the capital stock of the Corporation present or represented and entitled to
vote at a duly held stockholders meeting.

         (b) The Board may at any time terminate the Plan or from time to time
make such modifications or amendments of the Plan as it may deem advisable;
provided, however, that the Board shall not, except as otherwise provided in the
Plan, increase the number of shares of Common Stock subject to the Plan or make
any material amendments to the Plan without the approval of at least the
affirmative vote of the holders of a majority of the outstanding shares of the
capital stock of the Corporation present or represented and entitled to vote at
a duly held stockholders meeting.

         (c) No termination, modification or amendment of the Plan may adversely
affect the rights conferred by an Award without the consent of the recipient
thereof.

         (d) Notwithstanding anything to the contrary contained herein, the
provisions of Section VI(b) may not be amended more than once every six months
other than to comport with changes in the Code, the Employee Retirement Income
Security Act, or the rules thereunder.


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X.       Recapitalization

         The aggregate number of shares of Common Stock as to which Awards may
be granted to Participants, the number of shares thereof covered by each
outstanding Award and by each option award granted or to be granted in
accordance with the formula set forth in paragraph (b) of Section VI hereof, and
the price per share thereof in each such Award, shall all be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a subdivision or consolidation of shares or other capital
adjustment, or the payment of a stock dividend or other increase or decrease in
such shares, effected without receipt of consideration by the Corporation, or
other change in corporate or capital structure; provided, however, that any
fractional shares resulting from any such adjustment shall be eliminated. The
Committee may also make the foregoing changes and any other changes, including
changes in the classes of securities available, to the extent it is deemed
necessary or desirable to preserve the intended benefits of the Plan for the
Corporation and the Participants in the event of any other reorganization,
recapitalization, merger, consolidation, spin-off, extraordinary dividend or
other distribution or similar transaction.



XI.      No Right to Employment

         Except as provided in Section VI(b) with respect to options granted to
Non-Employee Directors, 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 be retained in the employ of, or in the other relationship with,
the Corporation or a Subsidiary. Further, the Corporation and each Subsidiary
expressly reserve the right at any time to dismiss a Participant free from any
liability, or any claim under the Plan, except as provided herein or in any
Award Agreement issued hereunder.

XII.     Governing Law

         To the extent that federal laws do not otherwise control, the Plan
shall be construed in accordance with and governed by the laws of the State of
Delaware.

XIII.    Savings Clause

         This Plan is intended to comply in all aspects with applicable laws and
regulations, including, with respect to those Employees who are officers or
directors for purposes of Section 16 of the Exchange Act, Rule 16b-3 under the
Exchange Act. In case any one more of the provisions of this Plan shall be held
invalid, illegal or unenforceable in any respect under applicable law and
regulation (including Rule 16b-3), the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby
and the invalid, illegal or unenforceable provision shall be deemed null and
void; however, to the extent permissible by law, any provision which could be
deemed null and void shall first be construed, interpreted or revised
retroactively to permit this Plan to be construed in compliance with all
applicable laws (including Rule 16b-3) so as to foster the intent of this Plan.


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XIV.     Effective Date and Term

         The effective date of this Plan is November 27, 2001. The Plan shall
terminate on November 27, 2011. No awards shall be granted after the termination
of the Plan.


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