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                                                                    Exhibit 10.1

                    LISTING AND STRATEGIC ALLIANCE AGREEMENT

      THIS LISTING AND STRATEGIC ALLIANCE AGREEMENT is dated as of the 16th day
of February, 2000 (this "Agreement") by and between (a) International Paper
Company, a New York corporation ("International Paper"), and (b)
PaperExchange.com, LLC, a Delaware limited liability company
("PaperExchange.com").

      WHEREAS, International Paper and PaperExchange.com desire to enter into a
strategic alliance to facilitate the adoption of electronic commerce in the
pulp, paper and packaging industry and in connection therewith, International
Paper has agreed to list certain paper products on PaperExchange.com's web site
in accordance with the terms hereof;

      NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein, International Paper and PaperExchange.com agree as follows:

      1.  LISTING OF PRODUCTS.

      1.1. Tonnage Listing. During the first two years of this Agreement,
International Paper will use good faith reasonable efforts to list on
PaperExchange.com's web site a target of ***** tons a month of first run paper
products, across a variety of major grades (such as those listed in clauses 1.1
(a), (b), (c) and (d) below). International Paper will use reasonable commercial
efforts to ramp up to the ***** ton per month target level as soon as practical.
However, the timing of the ramp up to the quantities listed shall be determined
by International Paper, in its sole discretion.

            (a) Northern hard wood roll pulp, produced from International
            Paper's manufacturing facility in Erie, Pennsylvania or other U.S.
            facilities;

            (b) Southern hardwood or softwood bale pulp, produced from
            International Paper's manufacturing facilities in Eastover, South
            Carolina and Riegelwood, North Carolina or other U.S. facilities;

            (c) Grades of paper for tablet, envelopes, white forms bond and
            uncoated bristols, produced from International Paper manufacturing
            facilities; and

            (d) White multi-purpose cut-size paper grades (preferably 84
            brightness) sourced from International Paper locations.

      1.2. Increase in Tonnage Listing. International Paper will use its
reasonable commercial efforts to increase the amount of tonnage listed on
PaperExchange.com's web site. Whether such increase is commercially practical
shall be determined in the sole discretion of International Paper.
PaperExchange.com shall not be liable in the event International Paper's tonnage
commitment, including any increase thereof pursuant to this Section 1.2, is not
sold in full.

* Confidential Treatment Requested; material has been omitted and filed
  separately with the Commission.

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      1.3. Listing Prices. International Paper will list its paper products on
PaperExchange.com's web site at market prices, as determined by International
Paper.

      1.4. Additional Terms and Conditions. International Paper's listing on
PaperExchange.com's web site will be subject to the same terms and conditions as
other members listing products for sale on PaperExchange.com's web site as set
forth in the Membership Agreement posted on such web site (the "Membership
Agreement"), except as otherwise provided in this Agreement. All capitalized
terms used herein without definition shall have the meanings set forth in the
Membership Agreement.

      2.  PROVISIONS GOVERNING TRANSACTIONS.

      2.1. General. In connection with the payment by International Paper of
Transaction Fees, the parties agree that the provisions of Section 9 of the
Membership Agreement shall be modified as set forth in Sections 2.2 through 2.7.
Capitalized terms used, but not otherwise defined in this Section 2, shall have
the meaning set forth in the Membership Agreement. The parties agree that if
PaperExchange.com determines that any provision of any Membership Agreement
between PaperExchange.com and International Paper and/or its affiliates would
negatively impact the ability of PaperExchange.com to recognize the gross amount
of revenue generated by International Paper's sales of products to
PaperExchange.com in accordance with Securities Exchange Commission Staff
Accounting Bulletin No. 101 ("SAB 101") and at the time, PaperExchange.com
desires to make such a revenue recognition, PaperExchange.com and International
Paper will in good faith negotiate such changes to such Membership Agreement(s)
as would permit PaperExchange.com to comply with SAB 101.

      2.2. Fees. (a) A Transaction Fee shall not be payable to PaperExchange.com
until International Paper shall ship the Product to the Buyer. If Product is not
shipped to the Buyer for any reason, International Paper shall have no liability
to PaperExchange.com with respect to a Transaction Fee related to the Product.
Transaction Fees payable by International Paper hereunder shall be due within
thirty (30) days of the shipment to the Buyer. A Transaction Fee shall not be
payable to PaperExchange.com in connection with any transaction between
International Paper and its affiliates (as defined in Section 8.2) or between
its affiliates.

      (b) With respect to Credit-Approved Transactions, Section 11 of the
Membership Agreement is hereby modified to provide that PaperExchange.com shall
pay International Paper the Transaction Amount within thirty (30) days of the
date of the International Paper invoice reflecting the shipment of Product
relating to such Transaction, except in the event of a Dispute, in which case
PaperExchange.com shall only be required to pay International Paper the
Transaction Amount upon confirmation that such Dispute has been resolved.
PaperExchange.com shall pay such Transaction Amount within three (3) business
days of the date of resolution of such a Dispute; provided that in no event
shall PaperExchange.com be required to pay the Transaction Amount in less than
thirty (30) days from the date of the original International Paper invoice that
had been subject to such Dispute.


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      2.3. Designated Employees. Notwithstanding the provisions of Section 2 of
the Membership Agreement, any Designated Employee of International Paper who
completes the registration form shall be considered a Member under the Rules, as
such rules are amended by this Agreement.

      2.4. Modification to Rules. Notwithstanding the provisions of Section 4 of
the Membership Agreement, any amendment or change by PaperExchange.com to the
Rules after the date hereof shall not be effective as between International
Paper and PaperExchange.com to the extent that any such change shall vary any of
the terms of this Agreement.

      2.5. Privacy Policy. PaperExchange.com shall not be permitted to disclose
to any third parties (a) information regarding any specific sale transaction
arising from International Paper's use of PaperExchange.com's web site or any
other information of International Paper, including information listed on
co-branded web sites, without International Paper's consent, or (b) the
existence of this Agreement, the terms hereof or the strategic alliance
described herein or any investment by International Paper or its affiliates in
the Company, without International Paper's consent (which consent shall not be
unreasonably withheld) except to the extent disclosure by PaperExchange.com is
legally required.

      2.6. Termination. Section 21A of the Membership Agreement with respect to
termination of access to the Service is hereby deleted and the provisions of
Section 7 hereof substituted therefor.

      2.7. Discount. International Paper shall be entitled to receive a discount
on Transaction Fees to the lowest fee schedule (by grade) in an amount which
shall equal ***** or such greater percentage as PaperExchange.com may grant from
time-to-time to other Members listing Products on the Service.

      2.8. Amended and Restated Membership Agreement. International Paper and
PaperExchange.com agree that within 30 days of the date hereof they will enter
into an amended and restated membership agreement in the form posted on
PaperExchange.com's web site, but incorporating the changes described in
Sections 2.2 through 2.7. PaperExchange.com will use commercially reasonable
efforts to post such amended and restated membership agreement on its web site
such that when an International Paper employee logs on to PaperExchange.com's
web site, he will be presented with the amended and restated membership
agreement and not PaperExchange.com's standard form of membership agreement.

      3.  BETA INTEGRATION PROJECT.

      On a mutually agreeable timetable, PaperExchange.com and International
Paper will engage in the development of a plan to implement an integration
project. As part of such project, PaperExchange.com and International Paper
shall endeavor to link International Paper's internal information technology
system for a specific facility or production unit to

* Confidential Treatment Requested: material has been omitted and filed
  separately with the Commission.

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PaperExchange.com's web site in order to facilitate internet-based transactions
through PaperExchange.com's web site. Such project may include inventory,
production scheduling, billing, and receivable system integration, all subject
to International Paper's approval. Each party shall be responsible for the costs
of its own staff time with respect to this integration project.
PaperExchange.com will allocate reasonable information technology resources to
such integration project, and will use commercially reasonable efforts not to
allow other strategic technology projects (including with other paper companies)
to interfere with the success, or speed, of such integration project.

      4.  GOOD FAITH COMMITMENT TO EXPAND STRATEGIC ALLIANCE.

      International Paper's "corporate" division will promote the concept of
working with PaperExchange.com to its business groups during the term of this
Agreement, and will in good faith encourage its business groups to experiment
with using PaperExchange.com rather than alternative third party-provided
electronic commerce solutions. Such encouragement shall in no way prohibit
International Paper, any business group of International Paper, or any
subsidiary or affiliate of International Paper from pursuing the development of
electronic commerce solutions internally or from working with any third party
entity in connection with the development of electronic commerce solutions.

      5.  PROMOTION OF RELATIONSHIP.

      In order to achieve "buy-in" and expand internal sponsorship of the sale
of products through PaperExchange.com's web site, International Paper will
communicate internally to all of its business group about the strategic alliance
described in this Agreement. In order to ensure the successful implementation of
this Agreement, International Paper and PaperExchange.com will appoint employees
to the following positions:

            (a) International Paper: One "corporate" employee to serve as
            overall champion and coordinator of this Agreement (with such
            employee reporting directly to John Balboni). Such employee would
            have as his primary responsibility the coordination of this effort
            within International Paper.

            (b) International Paper: In each business group participating in the
            sale of paper through PaperExchange.com, one employee identified as
            a coordinator/champion. Such employee would not need to be dedicated
            full time to implementing this Agreement, but would be available to
            be called upon to jump start the process, solve ongoing problems,
            etc.

            (c) PaperExchange.com: One full time employee to serve as overall
            champion and coordinator of this Agreement (with such employee
            reporting directly to Kent Dolby).

            (d) PaperExchange.com: The necessary support/service staff to assist
            International Paper employees in the utilization of
            PaperExchange.com's web-


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            site based exchange as well as to ensure high completion rates on
            potential transactions.

At the end of the first 12 months of this Agreement, International Paper and
PaperExchange.com will reassess the allocation of employees and their efforts in
connection with this strategic alliance in order to determine whether such
resources are being appropriately utilized.

      6.    ACCESS TO INFORMATION.

      PaperExchange.com will make available to its Members, and specifically
International Paper, aggregated transaction information, including, but not
limited to, average pricing data by grade and by region, as soon as transaction
volumes reach levels that produce meaningful statistical information in
PaperExchange.com's good faith judgment.

      7.  TERM AND TERMINATION.

      7.1. Term. This Agreement shall continue until January 31, 2002, unless
earlier terminated as provided below.

      7.2. Termination Upon Bankruptcy, Etc. This Agreement may be terminated by
either party in the event that the other party shall voluntarily be adjudicated
a bankrupt or insolvent, seek or consent to the appointment of a receiver or
trustee for itself, file a petition seeking relief under the bankruptcy or other
similar laws of the United States, make a general assignment for the benefit of
creditors, or be unable to pay its debts as they mature, or a court shall enter
an order, judgement or decree appointing a receiver or trustee for it.

      7.3. Termination Upon Default. Either party may terminate this Agreement
in the event that the other party shall be in default of its obligations
hereunder and such default shall continue for a period of forty-five (45) days
after written notice thereof.

      7.4. Termination Related to Rate of Completion of Transactions.
International Paper shall have the right to terminate this Agreement upon thirty
(30) days written notice in the event that in its good faith judgment the
services provided by PaperExchange.com's web site are not meeting its business
needs.

      7.5. Change of Control. International Paper shall have the right to
terminate this Agreement upon thirty (30) days written notice in the event of
the sale of 51% or more of the voting interests in, the sale of substantially
all of the assets of, or the merger or consolidation of PaperExchange.com, to or
with any person or entity or affiliate of any person or entity engaged primarily
in the manufacture of paper or paper-related products.

      8.  GENERAL

      8.1. Notices. All notices and other communications hereunder shall be in
writing or by written telecommunication, and shall be deemed to have been duly
given if delivered


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personally or if mailed by certified mail, return receipt requested, postage
prepaid, or if sent by overnight courier, or sent by written telecommunication,
as follows:

      If to International Paper, to:

            International Paper Company
            Two Manhattanville Road
            Purchase, NY   10577
            Attention:  John Balboni
            Vice President, Electronic Business
            Fax:  (914) 397-1909

            with a copy to:

            International Paper Company
            Two Manhattanville Road
            Purchase, NY   10577
            Attention:  General Counsel
            Fax:  (914) 397-1909

      If to PaperExchange.com, to:

            545 Boylston Street
            Boston, Massachusetts 02116
            Attention:  President and CEO
            Fax:  (617) 536-1573

            with a copy to:

            Bingham Dana LLP
            150 Federal Street
            Boston, MA  02110
            Attention:  Jonathan K. Bernstein
            Telecopier No.: (617) 951-8736

      Any such notice shall be effective (a) if delivered personally, when
received, (b) if sent by overnight courier, when receipted for, (c) if mailed,
three (3) days after being mailed as described above, and (d) if sent by written
telecommunication, when dispatched.

      8.2. Entire Agreement. This Agreement contains the entire understanding of
the parties relating to the subject matter hereof and supersedes all prior
agreements and understandings relating thereto, including any Membership
Agreements previously entered into by and between PaperExchange.com and
International Paper and/or any of International Paper's affiliates and/or any
employees of International Paper or any of its affiliates. This Agreement shall
not be amended except by a written instrument hereafter signed by all of


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the parties hereto. For purposes of this Agreement "affiliate" shall mean any
person, directly or indirectly, through one or more intermediaries, controlling,
controlled by, or under common control with another specified person. The term
"control," as used in the immediately preceding sentence, shall mean with
respect to a corporation or limited liability company the right to exercise,
directly or indirectly, more than fifty percent (50%) of the voting rights
attributable to the controlled corporation or limited liability company, and,
with respect to any individual, partnership, trust, other entity or association,
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of the controlled entity.

      8.3. Governing Law. The validity and construction of this Agreement shall
be governed by and construed in accordance with the internal laws (and not the
choice-of-law rules) of The State of New York.

      8.4. Sections and Section Headings. The headings of sections and
subsections are for reference only and shall not limit or control the meaning
thereof.

      8.5. Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, successors and
permitted assigns. Neither this Agreement nor the obligations of any party
hereunder shall be assignable or transferable by such party without the prior
written consent of the other party hereto.

      8.6. Severability. In the event that any covenant, condition, or other
provision herein contained is held to be invalid, void, or illegal by any court
of competent jurisdiction, the same shall be deemed to be severable from the
remainder of this Agreement and shall in no way affect, impair, or invalidate
any other covenant, condition, or other provision contained herein.

      8.7. Construction of Agreement. In the event that any provision of this
Agreement conflicts with or is inconsistent with a provision in the Membership
Agreement, the terms and conditions of this Agreement shall govern. Any
references herein to a "Member" or "Members" of PaperExchange.com shall refer to
those persons or entities entering into Membership Agreements with
PaperExchange.com.

      8.8. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

      8.9. Public Statements or Releases. Each of the parties hereto agrees that
no party to this Agreement will make, issue or release any public announcement,
statement or acknowledgment of the existence of, or reveal the status of, this
Agreement or the transactions provided for herein, without first obtaining the
consent of the other party hereto.


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      IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
hereto have caused this Agreement to be duly executed and delivered as a sealed
instrument as of the date and year first above written.

                                    INTERNATIONAL PAPER COMPANY


                                    By: /s/ C. Cato Ealy
                                        ---------------------------------------
                                    Name: C. Cato Ealy
                                          -------------------------------------
                                    Title: Vice President
                                           ------------------------------------
                                           Business Development and Planning


                                    PAPEREXCHANGE.COM, LLC


                                    By: /s/ Kent Dolby
                                        ---------------------------------------
                                        Kent Dolby, President and
                                        Chief Executive Officer


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