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                                                                Exhibit 10.28

                      SECURED NON-RECOURSE PROMISSORY NOTE

                                                              January 14, 1999
$200,000.00                                             Worcester, Massachusetts

         FOR VALUE RECEIVED, Steven Rothschild (the "Maker"), promises to pay to
Furniture.com, Inc. (f/k/a FurnitureSite, Inc.), or order, at the offices of
Furniture.com, Inc. at 40 Jackson Street, Worcester, Massachusetts or at such
other place as the holder of this Note may designate, the principal sum of
$200,000, together with interest on the unpaid principal balance of this Note
from time to time outstanding at the rate of 7.00% per year until paid in full.
Principal and interest shall be paid, without demand, to the holder of this Note
in a single payment on January 13, 2004.

         Interest on this Note shall be computed on the basis of a year of 365
days for the actual number of days elapsed. All payments by the Maker under
this Note shall be in immediately available funds.

         Payment of this Note is secured by a security interest in certain
property of the Maker (the "Collateral") pursuant to a pledge agreement of even
date herewith between the Maker and Furniture.com, Inc. (the "Pledge
Agreement").

         This Note shall become immediately due and payable without notice or
demand upon the occurrence at any time of any event of default under the
Security Agreement.

         Notwithstanding anything in this Note to the contrary, the obligations
hereunder are recourse only to the Collateral and, except as set forth in the
following two sentences, the holder may only seek to have the obligations paid
from the Collateral. There shall be no limitation on the recourse of the holder
to proceed personally against the Maker with respect to any claims, costs or
damages arising out of or in connection with fraud or material
misrepresentations by the Maker (or by any of its representatives and agents),
or the failure of any representation or warranty of the Maker hereunder or under
the Pledge Agreement to be true in any material respect as of the date made or
deemed made hereunder. The second sentence of this paragraph shall survive the
payment in full of principal, interest and all other amounts payable hereunder.

         Upon the occurrence of an Event of Default, the holder shall have then,
or at any time thereafter, all of the rights and remedies afforded by the
Uniform Commercial Code as from time to time in effect in the Commonwealth of
Massachusetts or afforded by other applicable law.

         All payments by the Maker under this Note shall be made without set-off
or counterclaim and be free and clear and without any deduction or withholding
for any taxes or fees of any nature whatever, unless the obligation to make such
deduction or withholding is imposed by law. The Maker shall pay and save the
holder harmless


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from all liabilities with respect to or resulting from any delay or omission to
make any such deduction or withholding required by law.

         Whenever any amount is paid under this Note, all or part of the amount
paid may be applied to principal, premium or interest in such order and manner
as shall be determined by the holder in its discretion.

         No delay or omission on the part of the holder in exercising any right
under this Note or the Security Agreement shall operate as a waiver of such
right or of any other right of such holder, nor shall any delay, omission or
waiver on any one occasion be deemed a bar to or waiver of the same or any other
right on any future occasion. The Maker and every indorser or guarantor of this
Note regardless of the time, order or place of signing waives presentment,
demand, protest and notices of every kind and assents to any extension or
postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral, and to the addition or release
of any other party or person primarily or secondarily liable.

         This Note may be prepaid in whole or in part at any time or from time
to time upon 10 days' prior written notice with the consent of the holder, with
the giving of such consent to be in the sole discretion of the holder. Any such
prepayment shall be without premium or penalty.

         None of the terms or provisions of this Note may be excluded, modified
or amended except by a written instrument duly executed on behalf of the holder
expressly referring to this Note and setting forth the provision so excluded,
modified or amended.

         All rights and obligations hereunder shall be governed by the laws of
the Commonwealth of Massachusetts and this Note is executed as an instrument
under seal.

ATTEST:

By:/s/ Richard Clark                                /s/ Steven Rothschild
   -----------------                                ---------------------------
                                                     Steven Rothschild

Title: CFO
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