As filed with the Securities and Exchange Commission on October 18, 2004

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
---------------

Filed by the Registrant |X|
Filed by a Party other than the Registrant
|_| Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for the use of the Commission only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12

---------------
FRONT PORCH DIGITAL INC.
(Name of Registrant as Specified in Its Charter)

(Name of Person Filing Proxy Statement if Other than Registrant)
---------------

Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-1l(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

FRONT PORCH DIGITAL INC.
1140 PEARL STREET
BOULDER, COLORADO 80302

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON WEDNESDAY, NOVEMBER 17, 2004

October 18, 2004

To the Shareholders of Front Porch Digital Inc.:

Notice is hereby given that the annual meeting of shareholders of Front
Porch Digital Inc., a Nevada corporation, will be held in the Executive
Boardroom in the Hotel Conference Center of the Hotel Boulderado located at 2115
Thirteenth Street, Boulder, Colorado 80302 on Wednesday, November 17, 2004 at
9:00 a.m., local time, for the following purposes:

1. To elect four (4) directors to our board of directors for the
ensuing year; and

2. To consider and act upon such other business as may properly come
before the meeting.

The foregoing items of business are more fully described in the proxy
statement accompanying this notice. Our board of directors has fixed the close
of business on Wednesday, October 13, 2004 as the record date for the
determination of shareholders entitled to notice of and to vote at the annual
meeting and at any adjournment or postponement thereof.

Whether or not you plan to attend the annual meeting, you should
complete, sign, date and promptly return the enclosed proxy card, to ensure that
your shares will be represented at the meeting. If you attend the annual meeting
and wish to vote in person, you may withdraw your proxy and vote in person. You
should not send any certificates representing stock with your proxy card.

Sincerely,

THOMAS P. SWEENEY III
CHIEF EXECUTIVE OFFICER

FRONT PORCH DIGITAL INC.
1140 PEARL STREET
BOULDER, COLORADO 80302

PROXY STATEMENT

DATE, TIME AND PLACE OF THE ANNUAL MEETING

This proxy statement and the accompanying form of proxy, together
with a copy of the Annual Report of Front Porch Digital Inc. for the fiscal year
ended December 31, 2003, is furnished to the shareholders of Front Porch Digital
Inc., in connection with the solicitation, by order of our board of directors,
of proxies to be voted at the annual meeting of shareholders to be held on
Wednesday, November 17, 2004, at 9:00 a.m., local time, in the Executive
Boardroom in the Hotel Conference Center of the Hotel Boulderado located at 2115
Thirteenth Street, Boulder, Colorado 80302, and at any adjournment or
adjournments thereof. The accompanying proxy is being solicited on behalf of our
board of directors. We intend to release this proxy statement and the enclosed
proxy card to our shareholders on or about Monday, October 18, 2004.

PURPOSE OF THE ANNUAL MEETING

At the annual meeting, you will be asked to consider and vote upon the
following matters:

1. To elect four (4) directors to our board of directors for the
ensuing year; and

2. To consider and act upon such other business as may properly come
before the meeting.

VOTING AND REVOCATION OF PROXIES; ADJOURNMENT

All of our voting securities represented by valid proxies, unless the
shareholder otherwise specifies therein or unless revoked, will be voted FOR
each of the director nominees set forth herein and at the discretion of the
proxy holders on any other matters that may properly come before the annual
meeting. Our board of directors does not know of any matters to be considered at
the annual meeting other than the election of four (4) board members.

If a shareholder has appropriately specified how a proxy is to be
voted, it will be voted accordingly. Any shareholder has the power to revoke
such shareholder's proxy at any time before it is voted. A shareholder may
revoke a proxy by delivering a written statement to our corporate secretary
stating that the proxy is revoked, by submitting a subsequent proxy signed by
the same person who signed the prior proxy, or by voting in person at the annual
meeting.

As of October 13, 2004, we had outstanding 104,756,445 shares of common
stock and 2,466,971 shares of Series A preferred stock (which are convertible
into 46,339,410 shares of common stock and are entitled to vote on an "as
converted" basis at the annual meeting). A plurality of the votes cast at the
annual meeting by the shareholders entitled to vote in the election is required
to elect the director nominees and the approval of the holders of a majority of
the votes cast by the shareholders entitled to vote at the meeting is required
to take any other action. For purposes of determining whether a proposal has
received the required vote, abstentions will be included in the vote totals,
with the result being that an abstention will have the same effect as a negative
vote. In instances where brokers are prohibited from exercising discretionary
authority for beneficial holders who have not returned a proxy (so-called
"broker non-votes"), those shares will not be included in the vote totals and,
therefore, will also have the same effect as a negative vote. Shares that
abstain or for which the authority to vote is withheld on certain matters will,
however, be treated as present for quorum purposes on all matters.

In the event that sufficient votes in favor of any of the matters to
come before the meeting are not received by the date of the annual meeting, the
persons named as proxies may propose one or more adjournments of the annual
meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of the holders of voting securities representing a
majority of the votes present in person or by proxy at the annual meeting. The
persons named as proxies will vote in favor of any such proposed adjournment or
adjournments. Under Nevada law, shareholders will not have appraisal or similar
rights in connection with any proposal set forth in this proxy statement.

SOLICITATION

The solicitation of proxies pursuant to this proxy statement will be
primarily by mail. In addition, certain of our directors, officers or other
employees may solicit proxies by telephone, telegraph, mail or personal
interviews, and arrangements may be made with banks, brokerage firms and others
to forward solicitation material to the beneficial owners of shares held by them
of record. No additional compensation will be paid to our directors, officers or
other employees for such services. We will bear the cost of the solicitation of
proxies related to the annual meeting.

QUORUM AND VOTING RIGHTS

Our board of directors has fixed Wednesday, October 13, 2004, as the
record date for the determination of shareholders entitled to notice of and to
vote at the annual meeting. Holders of record of shares of our common stock at
the close of business on the record date will be entitled to one vote for each
share held and holders of record of shares of our Series A preferred stock at
the close of business on the record date will be entitled to 20 votes for each
share held. The presence, in person or by proxy, of the holders of outstanding
voting securities representing a majority of the votes entitled to be cast at
the annual meeting is necessary to constitute a quorum at the annual meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The board of directors has set October 13, 2004 as the record date for
determining shareholders entitled to vote at the annual meeting. Persons who
were not shareholders on such date will not be allowed to vote at the annual
meeting. At the close of business on October 13, 2004, there were 104,756,445
shares of common stock issued and outstanding and 2,466,971 shares of Series A
preferred stock issued and outstanding. Each share of common stock is entitled
to one vote at the annual meeting and each share of Series A preferred stock is
entitled to 20 votes at the annual meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of October 13, 2004
regarding beneficial stock ownership of (i) all persons known to us to be
beneficial owners of more than five percent (5%) of our outstanding common stock
and Series A preferred stock; (ii) each of our directors and executive officers
whose compensation is required to be reported in Item 402(a)(2) of Regulation
S-B, and (iii) all of our officers and directors as a group. Each of the persons
in the table below has sole voting power and sole dispositive power as to all of
the shares shown as beneficially owned by them, except as otherwise indicated:

Number of Shares Percent of
Beneficially Outstanding
Name Title of Class Owned (1) Shares(2)(3)
- --------------- -------------------------- ------------ -----------
5% BENEFICIAL OWNERS
- --------------------

Great Hill Equity Partners LP Common Stock 37,326,115 30.7% (4)
One Liberty Square Series A Preferred Stock 843,170 34.5%
Boston, MA 02109

Tudor Investment Corporation Common Stock 26,845,466 21.5% (5)
1275 King Street Series A Preferred Stock 1,004,405 41.0%
Greenwich, CT 06831

J.P. Morgan Direct Venture Capital Common Stock 23,307,959 20.0% (6)
Institutional Investors, LLC Series A Preferred Stock 602,775 24.4%
522 Fifth Avenue
New York, NY 10036

Providence Equity Partners III, LP Common Stock 6,190,309 5.9% (7)
50 Kennedy Plaza
Providence, RI 02903

DIRECTORS AND EXECUTIVE OFFICERS

Christopher S. Gaffney Common Stock 37,326,115 30.7% (4)
One Liberty Square Series A Preferred Stock 843,170 34.5%
Boston, MA 02109

Thomas P. Sweeney III Common Stock 7,054,200 6.5% (8)
1140 Pearl Street Series A Preferred Stock 16,588 *
Boulder, CO 80302

Michael Knaisch Common Stock 1,998,143 * (9)
1140 Pearl Street
Boulder, CO 80302

Matthew Richman Common Stock 1,525,143 * (10)
1140 Pearl Street
Boulder, CO 80302

James Wolfinger Common Stock 595,238 *
1140 Pearl Street
Boulder, CO 80302

Walter Hinton Common Stock 287,260 * (11)
1140 Pearl Street
Boulder, CO 80302

Paul McKnight Common Stock 240,285 * (12)
1140 Pearl Street
Boulder, CO 80302

Patrick Whittingham -- -- --
12 Heron Drive
Old Tappan, NJ 07675

Carmen J. Scarpa -- -- --
50 Rowes Wharf, 6th Floor
Boston, MA 02110

All directors and executive Common Stock 49,026,384 38.1%
officers as a group (9 persons) Series A Preferred Stock 859,758 34.9%

- -------------------

* Constitutes less than 1%

1. For the purposes of this table, a person is deemed to have "beneficial
ownership" of any shares of capital stock that such person has the right to
acquire within 60 days after October 13, 2004.

2. All percentages for common stock are calculated based upon a total of
104,756,445 shares outstanding as of October 13, 2004, plus, in the case of the
person for whom the calculation is made, that number of shares of common stock
that such person has the right to acquire within 60 days after October 13, 2004.

3. All percentages for Series A preferred stock are calculated based upon a
total of 2,466,971 shares outstanding as of October 13, 2004.

4. Represents 36,110,815 shares of common stock owned of record by Great Hill
Equity Partners LP ("GHEP") (assuming conversion of 815,715 shares of Series A
preferred stock into 16,314,297 shares of common stock) and 1,215,300 shares of
common stock owned of record by Great Hill Investors, LLC

("GHI") (assuming conversion of 27,455 shares of Series A preferred stock into
549,091 shares of common stock). The foregoing numbers represent shares for
which GHEP and GHI each has shared dispositive and voting power. Such shares may
be deemed to be beneficially owned by Great Hill Partners GP, LLC ("GP"), the
general partner of GHEP, Great Hill Partners, LLC ("GHP"), a manager of GP and
Messrs. Christopher S. Gaffney, John G. Hayes and Stephen F. Gormley, the
managers of GHI, GHP and GP. Share information is furnished in reliance on the
Schedule 13D dated August 18, 2004 filed by the persons named herein with the
Securities and Exchange Commission. The persons named herein have each
specifically disclaimed that they are a member of a group for purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

5. Represents 24,161,509 shares of common stock owned of record by Tudor
Ventures II LP ("Tudor") (assuming conversion of 903,994 shares of Series A
preferred stock into 18,079,880 shares of common stock), 2,665,826 shares of
common stock owned of record by The Raptor Global Portfolio Ltd. ("Raptor")
(assuming conversion of 99,741 shares of Series A preferred stock into 1,994,820
shares of common stock), and 18,131 shares of common stock held by The Altar
Rock Fund LP ("Altar") (assuming conversion of 670 shares of Series A preferred
stock into 13,400 shares of common stock). The foregoing numbers represent
shares for which Tudor, Raptor and Altar each has shared dispositive and voting
power. Such shares may be deemed to be beneficially owned by Tudor Investment
Corporation ("TIC"), the sole general partner of Altar and an investment advisor
for Tudor and Raptor, and Paul Tudor Jones, II, the controlling shareholder of
TIC. Tudor Ventures Group LP ("TV GP"), the general partner of Tudor, and Tudor
Ventures Group LLC, the general partner of TV GP, may also be deemed to be
beneficial owners of the shares held by Tudor. Share information is furnished in
reliance on the Schedule 13D dated August 18, 2004 filed by the persons named
herein with the Securities and Exchange Commission. The persons named herein
have each specifically disclaimed that they are a member of a group for purposes
of Section 13(d) or 13(g) of the Exchange Act.

6. Represents 19,245,798 shares of common stock owned of record by JP Morgan
Direct Venture Capital Institutional Investors LLC ("JPM Institutional")
(assuming conversion of 497,532 shares of Series A preferred stock into
9,950,633 shares of common stock), 3,115,135 shares of common stock owned of
record by JP Morgan Direct Venture Private Investors LLC ("JPM Private")
(assuming conversion of 81,136 shares of Series A preferred stock into 1,622,729
shares of common stock), and 947,026 shares of common stock owned of record by
522 Fifth Avenue Fund, LP ("522 Fund") (assuming conversion of 24,107 shares of
Series A preferred stock into 482,136 shares of common stock). The foregoing
numbers represent shares for which JPM Institutional, JPM Private and 522 Fund
each has shared dispositive and voting power. The shares held by JPM
Institutional may be deemed to be beneficially owned by JPMorgan Chase Bank
("JPMCB"), its investment advisor, and JPMorgan Chase & Co., the parent of
JPMCB. The shares held by JPM Private may be deemed to be beneficially owned by
J.P. Morgan Investment Management Inc. ("JPMIM"), its investment advisor. The
shares held by 522 Fund may be deemed to be beneficially owned by 522 Fifth
Avenue Corp. ("522 Corp."), its general partner, JPMIM, its investment advisor
and the sole stockholder of 522 Corp., J.P. Morgan Fleming Asset Management
Holdings Inc. ("Fleming"), the sole stockholder of JPMIM, and JPMCB, the sole
stockholder of Fleming and the indirect parent of JPMIM. Share information is
furnished in reliance on the Schedule 13D dated August 18, 2004 filed by the
persons named herein with the Securities and Exchange Commission. The persons
named herein have each specifically disclaimed that they are a member of a group
for purposes of Section 13(d) or 13(g) of the Exchange Act.

7. Represents 6,125,411 shares of common stock owned of record by Providence
Equity Partners III L.P. ("PEP3") and 64,898 shares of common stock owned of
record by Providence Equity Operating Partners III L.P. ("PEOP3"). The foregoing
numbers represent shares for which PEP3 and PEOP3 each has sole dispositive and
voting power. Such shares may be deemed to be beneficially owned by Providence
Equity GP III L.P. ("PEGP3"), the sole general partner of each of PEP3 and
PEOP3, Providence Equity Partners III LLC (the "LLC"), the sole general partner
of PEGP3, and Jonathan M. Nelson, a 50% owner of LLC. Share information is
furnished in reliance on the Schedule 13G dated August 18, 2004 filed by the
persons named herein with the Securities and Exchange Commission. Each of PEGP3
and the LLC have specifically

disclaimed beneficial ownership in the common stock beneficially owned by PEP3
and PEOP3, except to the extent of its pecuniary interest therein.

8. Represents 1,224,420 shares of common stock owned of record by Equity Pier
LLC, of which Mr. Sweeney is the founder and managing member, 3,324,696 shares
issuable upon the exercise of presently exercisable warrants held by Equity Pier
LLC, 1,418,272 shares of common stock owned of record by Mr. Sweeney, and
755,046 shares issuable upon the exercise of presently exercisable options held
by Mr. Sweeney and assumes conversion of 16,588 shares of Series A preferred
stock owned of record by Mr. Sweeney into 331,767 shares of common stock.

9. Represents 648,143 shares of common stock owned of record by Mr. Knaisch and
1,350,000 shares of common stock issuable upon the exercise of presently
exercisable options held by Mr. Knaisch.

10. Represents 600,143 shares of common stock owned of record by Mr. Richman and
925,000 shares of common stock issuable upon the exercise of presently
exercisable options held by Mr. Richman.

11. Represents 119,048 shares of common stock owned of record by Mr. Hinton and
168,212 shares issuable upon the exercise of presently exercisable options held
by Mr. Hinton.

12. Represents 1,344 shares of common stock owned of record by Mr. McKnight,
1,000 shares of common stock owned by Mr. McKnight's spouse and 237,941 shares
issuable upon the exercise of presently exercisable options held by Mr.
McKnight. Mr. McKnight is a member of Equity Pier LLC and disclaims beneficial
ownership of the shares of common stock beneficially owned by such entity.

ELECTION OF DIRECTORS
(PROXY ITEM 1)

Our by-laws provide that the number of our directors shall be at least
one but not more than nine. Such number may be fixed from time to time by action
of our board of directors or of our shareholders. In August 2004, our board of
directors fixed the number of directors at seven. Our Certificate of
Designations filed with the Secretary of State of the State of Nevada on August
17, 2004 (the "Certificate of Designations") provides that as long as at least
500,000 shares of our originally issued shares of Series A preferred stock are
outstanding, the holders of our Series A preferred stock, voting together as a
separate class, shall be entitled to elect three directors to our board of
directors (the "Series A Directors"). We have two Series A Directors presently
serving on our board of directors, Carmen J. Scarpa and Christopher S. Gaffney.
There is currently one vacancy on our board of directors. In accordance with the
Certificate of Designations, the vacancy will be filled by either (i) the
affirmative vote of a plurality of the holders of our Series A preferred stock
at either (A) an annual meeting of holders of our capital stock, (B) any special
meeting of holders of our capital stock, or (C) any special meeting of holders
of our Series A preferred stock, or (ii) the written consent of a majority of
the holders of our Series A preferred stock.

Except where the authority to do so has been withheld, it is intended
that the persons named in the enclosed proxy will vote for the election of
Thomas P. Sweeney III, Paul McKnight, Patrick Whittingham and James Wolfinger to
our board of directors to serve until the date of the next annual meeting and
until their successors are duly elected and qualified. Although our directors
have no reason to believe that the nominees will be unable or decline to serve,
in the event that such a contingency should arise, the accompanying proxy will
be voted for a substitute (or substitutes) designated by our board of directors.
The Series A Directors will not be elected at the annual meeting.

DIRECTORS

The following table sets forth certain information regarding all of our
directors, as furnished by such persons as of October 12, 2004. All directors
serve for one year and until their successors are elected and

qualified. All executive officers serve at the pleasure of our board of
directors. There are no family relationships among any of our directors.

NOMINATED FOR ELECTION AS DIRECTORS

Principal Occupation for Past Five Years and
Name Age Current Public Directorships or Trusteeships
- ---- --- --------------------------------------------

Thomas P. Sweeney III 43 Our Chief Executive Officer since August 18, 2004, the date of our acquisition
of ManagedStorage International, Inc. ("MSI"), and Chairman of our Board of
Directors since August 2002. Mr. Sweeney previously served on our Board of
Directors for the period November 30, 2000 through February 12, 2002. From
February 2001 until August 18, 2004, Mr. Sweeney was President and Chief
Executive Officer, and from February 2003 until August 18, 2004 Mr. Sweeney was
Chairman of the Board, of MSI. Mr. Sweeney is the founder of Equity Pier LLC
("Equity Pier"), a business advisory and venture capital firm, and has served as
its Managing Partner since May 2000. From August 1997 through February 2000, Mr.
Sweeney was Senior Vice President of Marketing at Level 3 Communications, Inc.,
where he was responsible for the development of all global products and services.

Paul McKnight 47 Director since August 2002 and Chief Financial Officer since October 12, 2004.
From August 2002 to January 2003, Mr. McKnight served as our interim Chief
Financial Officer. From August 2001 until August 18, 2004, Mr. McKnight was the
Chief Financial Officer of MSI. From May 2000 to August 2001, Mr. McKnight
served as Chief Financial Officer of Equity Pier. From January 1997 through May
2000, Mr. McKnight was the Chief Operating Officer and Chief Financial Officer of
MCI WorldCom Wireless.

Patrick Whittingham 56 Director since April 2004. Since April 2004, Mr. Whittingham has been a
consultant in the area of broadcast and production technology, systems
integration and digital cinema. Prior to February 2004, Mr. Whittingham had been
for more than 28 years an employee of various affiliates of Sony Corporation,
including President of the Sony Broadcast and Production Systems Division of Sony
Electronics (USA), Inc. from June 2003 to January 2004; President of Sony
Business Solution and System Company (USA) from June 2002 to June 2003; Senior
Vice President of System Solutions Division (USA) from February 2001 to June
2002; and Executive Vice President of Sony of Canada Ltd. from May 1997 to
February 2001.

James Wolfinger 48 Director since May 2004. Mr. Wolfinger is the founder of Outdoor Site Group,
LLC, a wireless site location company, and has served as its Managing Partner
since February 2003. From October 2002 to September 2003, Mr. Wolfinger served
as a business and operational consultant for MSI. From 1996 through September
2002, Mr. Wolfinger was the President of MCI WorldCom Wireless.

DIRECTORS CONTINUING IN OFFICE

Principal Occupation for Past Five Years and
Name Age Current Public Directorships or Trusteeships
- ---- --- ----------------------------------------------

Christopher Director since August 2004. Mr. Gaffney is a founder of Great Hill Partners,
S. Gaffney 41 LLC, a private equity firm specializing in the communications, information
technology, media and business service industries, and has served as its
Managing Partner since January 1999.

Carmen J.
Scarpa 40 Director since August 2004. Mr. Scarpa joined Tudor Ventures Group LLC ("Tudor
Ventures"), a private equity firm specializing in mid- and late-stage
technology and growth companies, in June 1996 and has been a partner and
managing director of Tudor Ventures since January 1, 2001.

VOTE REQUIRED

Assuming a quorum is present, a plurality of the votes cast at the
annual meeting of shareholders, by the shareholders entitled to vote in the
election, either in person or by proxy, is required to elect the director
nominees.

Our board of directors recommends a vote FOR election of each of the
nominees listed above.

DIRECTORS AND EXECUTIVE OFFICERS

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors and executive
officers, and persons who own more than ten (10%) percent of a registered class
of our equity securities ("10% Shareholders"), to file with the Securities and
Exchange Commission (the "Commission") initial reports of ownership and reports
of changes in ownership of our common stock and other equity securities.
Officers, directors and 10% Shareholders are required by Commission regulation
to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of the copies of such reports received by
us, we believe that for the fiscal year ended December 31, 2003, all Section
16(a) filing requirements applicable to our officers, directors and 10%
Shareholders were complied with except (1) Thomas P. Sweeney III, our Chief
Executive Officer and Chairman of the Board, was late in filing a Statement of
Changes of Beneficial Ownership of Securities on Form 4 for (a) the purchase of
125,000 shares of our common stock on August 24, 2001 by Equity Pier (of whom
Mr. Sweeney is the founder and managing member), (b) a warrant granted to Equity
Pier on August 24, 2001 to purchase 208,250 shares of our common stock , (c) the
exercise of a warrant to purchase 208,250 shares of our common stock on February
28, 2002 by Equity Pier, (d) the purchase of 120,000 shares of our common stock
on June 27, 2002 by Equity Pier, (e) the acquisition of 300,000 shares of our
common stock on February 10, 2003 by Equity Pier, and (f) the purchase of a
convertible promissory note, convertible into 2,032,810 shares of our common
stock, by Equity Pier on April 15, 2003; (2) Paul McKnight, our Chief Financial
Officer and a director, was late in filing an Initial Statement of Beneficial
Ownership of Securities on Form 3 for options granted to him on January 8, 2003
to purchase 150,000 shares of our common stock; (3) ManagedStorage
International, Inc., a beneficial holder of more than 10% of our common stock
during the fiscal year ended December 31, 2003, was late in filing (a) a
Statement of Changes of Beneficial Ownership of Securities on Form 4 for the
purchase of 2,500,000 shares of our common stock on April 1, 2003, and (b) a
Statement of Changes of Beneficial Ownership of Securities on Form 4 for the
purchase of a convertible promissory note, convertible into 5,952,381 shares of
our common stock, on April 25, 2003; (4) Storage Technology Corp., a beneficial
holder of more than 10% of our common stock during the fiscal year ended
December 31, 2003, was late in filing an Initial Statement of Beneficial
Ownership of Securities on Form 3 for 5,622,888 shares of our common stock owned
as of June 21, 2001 and (5) Equity Pier, LLC, a beneficial holder of more than
10% of our common stock during the fiscal year ended December 31, 2003, was late
in filing a Statement of Changes of Beneficial Ownership of Securities on Form 4
for (a) the purchase of 125,000 shares of our common stock on August 24, 2001,
(b) a warrant granted on August 24, 2001 to purchase 208,250 shares of our
common stock , (c) the exercise of a warrant to purchase 208,250 shares of our
common stock on February 28, 2002, (d) the purchase of 120,000 shares of our
common stock on June 27, 2002, (e) the acquisition of 300,000 shares of our
common stock on February 10, 2003, and (f) the purchase of a convertible
promissory note, convertible into 2,032,810 shares of our common stock, on April
15, 2003.

BOARD MEETINGS AND COMMITTEES; MANAGEMENT MATTERS

Our board of directors held two meetings during the fiscal year ended
December 31, 2003. Each director attended at least 75% of the board of directors
meetings of which he was a member during such time as he served as a director.
We do not have a formal policy regarding attendance by members of our board of
directors at the annual meeting of shareholders, but we strongly encourage all
members of our board of directors to attend the annual meeting of shareholders,
and expect such attendance except in the event of exigent circumstances. From
time to time, the members of our board of directors act by unanimous written
consent pursuant to the laws of the State of Nevada. No fees are paid to
directors for attendance at meetings of the board of directors.

Our board of directors does not have standing audit, nominating or
compensation committees or any committee performing similar functions. Our
entire board of directors is responsible for these functions.

NOMINATING COMMITTEE

Our board of directors does not have a standing nominating committee.
Our entire board of directors is responsible for this function. Due to the
relatively small size of our company and the resulting efficiency of a board of
directors that is also limited in size, our board of directors has determined
that it is not necessary or appropriate at this time to establish a separate
nominating committee. Our board of directors intends to review periodically
whether such a nominating committee should be established.

Our board of directors uses a variety of methods for identifying and
evaluating nominees for director. It regularly assesses the appropriate size of
the board of directors, and whether any vacancies exist or are expected due to
retirement or otherwise. If vacancies exist, are anticipated or otherwise arise,
our board of directors considers various potential candidates for director.
Candidates may come to their attention through current members of our board of
directors, shareholders or other persons. These candidates are evaluated at
regular or special meetings of our board of directors, and may be considered at
any point during the year. Our board of directors will consider candidates for
director that are nominated by shareholders in accordance with the procedures
regarding the inclusion of shareholder proposals in proxy materials set forth in
the section entitled "Shareholder Proposals" in this proxy statement. In
evaluating such recommendations, our board of directors uses the qualifications
and standards discussed below and seeks to achieve a balance of knowledge,
experience and capability on our board of directors.

Qualifications for consideration as a director nominee may vary
according to the particular areas of expertise that may be desired in order to
complement the qualifications that already exist among our board of directors.
Among the factors that our directors consider when evaluating proposed nominees
are their independence, financial literacy, business experience, character,
judgment and strategic vision. Other considerations would be their knowledge of
issues affecting our business, their leadership experience and their time
available for meetings and consultation on company matters. Our directors seek a
diverse group of candidates who possess the background skills and expertise to
make a significant contribution to our board of directors, our company and our
shareholders.

AUDIT COMMITTEE

We do not have an audit committee of our board of directors.
We believe that each member of our board of directors has the expertise and
experience to adequately serve our shareholders' interests while serving as
directors. In addition, with respect to our audit for the year ended December
31, 2003, Thomas P. Sweeney III and Paul McKnight served as an informal
committee of the board of directors in communicating with both management and
our independent auditors. The audit report for our audited financial statements
for the year ended December 31, 2003 was prepared by Messrs. Sweeney and
McKnight as of the time of the review of such statements.

REPORT OF CERTAIN DIRECTORS ON OUR AUDITED FINANCIAL STATEMENTS

We note that management is responsible for the preparation and
integrity of our financial statements, as well as establishing appropriate
internal controls and the financial reporting processes. J.H. Cohn LLC was
responsible for performing an independent audit of our financial statements for
the year ended December 31, 2003 and issued a report on such financial
statements. A director's responsibility is to monitor and oversee these
processes.

We reviewed and discussed the audited financial statements of our
company for the year ended December 31, 2003 and met with both management and
our independent auditors, separately and together, to discuss such financial
statements. Management and the auditors have represented to us that the
financial statements were prepared in accordance with accounting principles
generally accepted in the United States. We also discussed with the auditors the
matters required to be discussed by Statement on Auditing Standards No. 61, as
modified or supplemented. We also received written disclosures and a letter from
our auditors regarding their independence from us, as required by Independence
Standards Board Standard No. 1 (Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees) and discussed with the auditors
such auditors' independence with respect to all services that it rendered to us.
Based upon these reviews and discussions, we authorized and directed that the
audited financial statements be included in our Annual Report on Form 10-KSB for
the year ended December 31, 2003, which was filed with the Securities and
Exchange Commission on April 15, 2004.

Respectfully submitted,

Thomas P. Sweeney III
Paul McKnight

SHAREHOLDER COMMUNICATIONS

Our board of directors has implemented a process for our shareholders
to send communications to our board of directors. Any shareholder desiring to
communicate with our board of directors, or with specific individual directors,
may do so by writing to Reed Guest, Secretary, at Front Porch Digital Inc., 1140
Pearl Street, Boulder, Colorado 80302. The Secretary has the authority to
disregard any inappropriate communications or take other appropriate actions
with respect to any such inappropriate communications. If deemed an appropriate
communication, the Secretary will submit a shareholder's correspondence to the
Chairman of the Board of Directors or to any specific director to whom the
correspondence is directed.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table sets forth, for the fiscal years indicated, all
compensation for services rendered to us earned by or paid to: (i) the
individuals who served as our Chief Executive Officers for the years ended
December 31, 2003 and 2002, (ii) individuals for whom disclosure would have been
provided but for the fact that such individuals were not serving as our
executive officers at the end of the last completed fiscal year, and (iii) our
most highly compensated executive officers at December 31, 2003, other than our
chief executive officer (collectively, the "Named Executive Officers").

Long Term
Compensation
Awards
-----------------------------------
Annual Compensation Awards Payouts
------------------------------------ ------------------------ ----------
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Fiscal Bonus Compensation Award(s) Options/ Payouts Compensation
Year Salary($) ($) ($) ($) SARs (#) ($) ($)
----- -------- ------ ------------ --------- ----------- --------- --------------

Thomas P. Sweeney III(1) 2003 $-0- $-0- $-0- $-0- -0- $-0- $-0-
Chief Executive
Officer 2002 $-0- $-0- $-0- $-0- -0- $-0- $-0-
2001 $-0- $-0- $-0- $-0- -0- $-0- $-0-

Michael Knaisch(2) 2003 $217,000 $129,000 $-0- $-0- 750,000 $-0- $-0-
Chief Executive
Officer 2002 $50,000 $-0- $-0- $-0- -0- $-0- $-0-
until August 16, 2004 2001 $-0- $-0- $-0- $-0- -0- $-0- $-0-
President since August
16, 2004

Matthew Richman(3) 2003 $168,000 $105,000 $-0- $-0- 500,000 $-0- $-0-
Chief Financial Officer & 2002 $30,500 $-0- $-0- $-0- -0- $-0- $-0-
Chief Operating Officer 2001 $-0- $-0- $-0- $-0- -0- $-0- $-0-
until October 12, 2004
Sr. Vice President -
Corporate Development
since October 12, 2004

Donald Maggi(4) 2003 $207,500 $-0- $-0- $-0- 840,000 $-0- $-0-
Chief Executive Officer 2002 $180,000 $-0- $-0- $-0- -0- $-0- $-0-
until June 1, 2003 2001 $10,000 $-0- $-0- $-0- 160,000 $-0- $-0-

Jay Yogeshwar(5) 2003 $129,000 $10,500 $-0- $-0- -0- $-0- $-0-
President and Chief 2002 $150,000 $-0- $-0- $-0- -0- $-0- $-0-
Technology Officer 2001 $150,000 $-0- $-0- $-0- 15,950 $-0- $-0-
until January 2004

Paul McKnight(6) 2003 $-0- $-0- $-0- $-0- -0- $-0- $-0-
Chief Financial Officer 2002 $-0- $-0- $-0- $-0- -0- $-0- $-0-
since October 12, 2004 2001 $-0- $-0- $-0- $-0- -0- $-0- $-0-

Walter Hinton(7) 2003 $-0- $-0- $-0- $-0- -0- $-0- $-0-
Chief Technical Officer 2002 $-0- $-0- $-0- $-0- -0- $-0- $-0-
since October 12, 2004 2001 $-0- $-0- $-0- $-0- -0- $-0- $-0-

- -----------------

(1) Mr. Sweeney was appointed as our Chief Executive Officer effective August
18, 2004 and has also served as our Chairman of the Board since August
2002. Mr. Sweeney was not one of our executive officers during the periods
presented. However, during such periods, he served as the President and
Chief Executive Officer of MSI, which was acquired by us in August 2004,
for which he received aggregate compensation of $275,000 in 2003, $350,000
in 2002 and $381,000 in 2001.

(2) Mr. Knaisch served as our Chief Executive Officer from June 2, 2003 to
August 18, 2004, on which date he was appointed our President. From January
1, 2003 to June 2, 2003, Mr. Knaisch served as our Chief Operating Officer.
For the period from January 1, 2003 to May 31, 2003, Mr. Knaisch provided
consulting services to us and received $100,000 in consulting fees and
$12,000 in bonus as compensation for services provided as our Chief
Operating Officer. From the period June 1, 2003 to December 31, 2003, Mr.
Knaisch was an employee of ours and received $117,000 in salary for serving
as our Chief Executive Officer. Included in the $129,000 bonus earned by
Mr. Knaisch in 2003 was $107,000 of accrued but unpaid compensation. From
October 2002 to December 2002, Mr. Knaisch provided consulting services to
us and was paid $50,000 in consulting fees and reimbursed $6,700 in
business expenses.

(3) Mr. Richman served as our Chief Financial Officer and Treasurer from
January 2003 and our Chief Operating Officer from June 2003 until October
12, 2004, on which date he was appointed Senior Vice President - Corporate
Development. For the period from January 1, 2003 to May 31, 2003, Mr.
Richman provided consulting services to us and received $75,000 in
consulting fees and $12,000 in bonus as compensation for services provided
as our Chief Financial Officer. From the period June 1, 2003 to December
31, 2003, Mr. Richman was an employee of ours and received $93,000 in
salary for serving in the capacities described above. Included in the
$105,000 bonus earned by Mr. Richman in 2003 was $85,000 of accrued but
unpaid compensation. From October 2002 to December 2002, Mr. Richman
provided consulting services to us and was paid $30,500 in consulting fees
and reimbursed $10,300 in business expenses.

(4) Mr. Maggi was appointed our acting Chief Executive Officer effective
December 1, 2001, in which capacity he served until June 1, 2003, on which
date he was appointed Senior Vice President of Business Development. Mr.
Maggi resigned as an officer and director of our company in January 2004.
Mr. Maggi served as an officer of our company in his capacity as
controlling shareholder of Intertainment, Inc., a consulting company that
provided consulting services to our company. Mr. Maggi was not compensated
directly by us. For the year ended December 31, 2003, we paid
Intertainment, Inc. $358,647 for Mr. Maggi's services as acting Chief
Executive Officer and other capacities. Included in such payment was
$207,500 in consulting fees, $119,647 in business expense reimbursements,
and $31,500 as reimbursement for a portion of the rent on a New York office
he occupied. For the year ended December 31, 2002, we paid Intertainment,
Inc. $314,830 for Mr. Maggi's services as acting Chief Executive Officer.
Included in such payment was $180,000 in consulting fees, $100,483 in
expense reimbursements, and $34,347 as reimbursement for a portion of the
rent on a New York office he occupied. For the year ended December 31,
2001, total consulting fees paid to Intertainment, Inc. was $10,000.

(5) Dr. Yogeshwar resigned as an officer and employee of our company in January
2004. Dr. Yogeshwar was appointed to our Board of Directors in March 2004
and resigned from such position on August 16, 2004.

(6) Mr. McKnight was appointed to our board of directors in August 2002 and was
appointed our Chief Financial Officer on October 12, 2004. Mr. McKnight was
not one of our executive officers during the periods presented. However,
during such periods, he served as the Chief Financial Officer of MSI, which
was acquired by us in August 2004, for which he received aggregate
compensation of $204,000 in 2003, $195,000 in 2002 and $240,000 in 2001.

(7) Mr. Hinton has served as our Chief Technical Officer since October 12,
2004. Mr. Hinton was not one of our executive officers during the periods
presented. However, during such periods, he served as the Chief Technical
Officer of MSI, which was acquired by us in August 2004, for which he
received aggregate compensation of $260,000 in 2003, $211,500 in 2002 and
$210,000 in 2001.

EMPLOYEE BONUS PLAN

In March 2001, our board of directors adopted the Front Porch Digital
Inc. Employee Bonus Plan (the "Bonus Plan") to promote the interests of our
company and our shareholders by permitting us to award bonuses in cash or in
shares of our common stock to key employees in order to reward such employees
for their successful efforts in attaining objectives beneficial to our growth
and profitability and to retain their services. We have reserved 2,000,000
shares, subject to adjustment, of common stock for issuance under the Bonus
Plan. The Bonus Plan will terminate on March 31, 2006, except that our board of
directors may terminate the Bonus Plan (except with respect to any outstanding
bonus awards) at an earlier date.

The Bonus Plan will be administered by our board of directors.

Our board of directors will have the authority to determine which key
employees shall be awarded bonuses; the amounts of bonuses and the number of
shares of common stock, if any, to be awarded; and all other terms and
combinations of performance measurement criteria, which may differ as to various
key employees or attainment of certain performance levels. Our board of
directors will decide whether performance criteria have been met, whether and
when to award bonuses, the time for the payment of bonuses, and whether to pay
bonuses in cash or in common stock or any combination thereof. The
determinations of the board of directors on these matters shall be conclusive.
The number of shares of common stock to be awarded as a bonus will be equal in
value to a fixed cash amount, with the value of such common stock computed at
the higher of (a) the fair market value of the common stock to be awarded on
date of award, or (b) the par value of the common stock to be awarded.

Any eligible employee whose employment has terminated for any reason
other than death prior to the end of the bonus measurement period may remain
eligible for a full or prorated bonus, or may forfeit his bonus in its entirety,
in accordance with such terms as may be set for such bonus from time to time by
the board of directors or the compensation committee. Bonuses payable will be
paid to the estate or designee of any eligible employee who has died after
termination of employment but before payment of the bonus award. In the event
that any eligible employee's employment is terminated either (i) for cause, or
(ii) without our consent, his eligibility for a bonus under the Bonus Plan shall
terminate in whole immediately upon termination of employment. If an eligible
employee dies while he is employed by us or any of our subsidiaries, his estate
or designee shall be eligible to receive a prorated bonus. Bonus rights are not
transferable otherwise than by will or the laws of descent and distribution.

No bonus award of common stock may be made under the Bonus Plan unless
and until the shares subject to such award have been listed, registered and
qualified upon any applicable securities exchange or under any applicable state
or federal law, including without limitation, the Securities Act of 1933, as
amended, and the consent or approval of any governmental regulatory body,
necessary or desirable as a condition of, or in connection with, the award or
issuance of shares hereunder has been obtained.

EQUITY INCENTIVE PLAN

In May 2000, we adopted the Front Porch Digital Inc. 2000 Equity
Incentive Plan (the "Option Plan") for the purpose of attracting, retaining and
maximizing the performance of executive officers and key employees and
consultants. We have reserved 6,000,000 shares of common stock for issuance
under the Option Plan. The Option Plan has a term of ten years. The Option Plan
provides for the grant of "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended, non-statutory
stock options, stock appreciation rights and restricted stock awards. The Option
Plan is administered by our board of directors. The exercise price for
non-statutory stock options may be equal to or more or less than 100 percent of
the fair market value of shares of common stock on the date of grant. The
exercise price for incentive stock options may not be less than 100 percent
(100%) of the fair market value of shares of common stock on the date of grant
(110 percent (110%) of fair market value in the case of incentive stock options
granted to employees who hold more than ten percent (10%) of the voting power of
our issued and outstanding shares of common stock).

Options granted under the Option Plan may not have a term of more than
a ten-year period (five years in the case of incentive stock options granted to
employees who hold more than ten percent (10%) of the voting power of our common
stock) and generally vest over a three-year period. Options generally terminate
three months after our termination of the optionee's employment for any reason
other than death, disability or retirement, and are not transferable by the
optionee other than by will or the laws of descent and distribution.

The Option Plan also provides for grants of stock appreciation rights
("SARs"), which entitle a participant to receive a cash payment, equal to the
difference between the fair market value of a share of common stock on the
exercise date and the exercise price of SAR. The exercise price of any SAR
granted under the Option Plan will be determined by the board of directors in
its discretion at the time of the grant.

SARs granted under the Option Plan may not be exercisable for more than a
ten-year period. SARs generally terminate one month after our termination of the
grantee's employment for any reason other than death, disability or retirement.
Although our board of directors has the authority to grant SARs, it does not
have any present plans to do so.

Restricted stock awards, which are grants of shares of common stock
that are subject to a restricted period during which such shares may not be
sold, assigned, transferred, made subject to a gift, or otherwise disposed of,
or mortgaged, pledged or otherwise encumbered, may also be made under the Option
Plan. At this time, our board of directors has not granted, and does not have
any plans to grant, restricted shares of common stock.

The following table sets forth information with respect to the stock
options granted to the Named Executive Officers during the year ended December
31, 2003.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

Number of Securities % of Total Options/SARs
Underlying Granted to Employees in Exercise or Base
NAME Options/SARs GRANTED(#) FISCAL YEAR Price ($/SH) EXPIRATION DATE
- ---- ----------------------- ------------------------ ----------------- ----------------

Thomas P. Sweeney III -0- 0% N/A N/A
Michael Knaisch 750,000(1) 19.6% $0.28 January 8, 2013
Matthew Richman 500,000(1) 13.1% $0.28 January 8, 2013
Donald Maggi 840,000(1) 22.0% $0.28 January 8, 2013
Jay Yogeshwar -0- 0% N/A N/A
Paul McKnight -0- 0% N/A N/A
Walter Hinton -0- 0% N/A N/A

- --------------

(1) Stock option grants contain a one-year vesting acceleration upon the grant
of the option.

The following table sets forth information with respect to each
exercise of stock options during the year ended December 31, 2003 by each of the
Named Executive Officers and the value at December 31, 2003 of all unexercised
stock options held by such persons.

AGGREGATED OPTION EXERCISES IN THE YEAR ENDED DECEMBER 31, 2003
AND DECEMBER 31, 2003 OPTION VALUES

Value of Unexercised
Number of Securities Underlying In-the-money options at
Shares Unexercised Options at December 31, 2003
Acquired on Value December 31, 2003 Exercisable/
NAME Exercise (#) Realized ($) Exercisable/ Unexercisable Unexercisable(1)
- ---- ------------ ------------ -------------------------- ----------------

Thomas P. Sweeney III -0- $-0- N/A N/A
Michael Knaisch -0- $-0- 500,000/250,000 $-0-/$-0-
Matthew Richman -0- $-0- 333,333/166,667 $-0-/$-0-
Jay Yogeshwar -0- $-0- 15,950/0 $-0-/$-0-
Donald Maggi -0- $-0- 560,000/0 $-0-/$-0-
Paul McKnight -0- $-0- N/A N/A
Walter Hinton -0- $-0- N/A N/A

- ---------------

(1) Potential unrealized value is calculated as the fair market value of our
common stock at December 31, 2003 ($.12 per share on the OTC Bulletin
Board), less the option exercise price, times the number of shares.

COMPENSATION OF DIRECTORS

Non-employee directors currently receive no annual fees for their
services, but will be reimbursed for their reasonable out-of-pocket expenses
incurred in attending meetings of our board of directors.

EMPLOYMENT CONTRACTS

On June 1, 2003, we entered into one-year employment agreements, which
were automatically renewed for an additional one-year term, with Michael
Knaisch, our President (and former Chief Executive Officer), and with Matthew
Richman, our Senior Vice President - Corporate Development (and former Chief
Financial Officer and Chief Operating Officer).

The employment agreement with Mr. Knaisch contains the following
provisions: annual base salary of $200,000; annual bonus of up to fifty percent
(50%) of the base salary, subject to increase at the discretion of our board of
directors; a term of one year with automatic renewal; additional life insurance
for Mr. Knaisch paid by us with a benefit equal to three times the annual base
salary; and severance provisions for the payment of one-year of annual salary
and benefits in the event of a change in control or the termination of the
employee's employment for any reason other than for cause.

The employment agreement with Mr. Richman contains the following
provisions: annual base salary of $160,000; annual bonus of up to 50% of the
base salary, subject to increase at the discretion of our board of directors; a
term of one year with automatic renewal; additional life insurance for Mr.
Richman paid by us with a benefit equal to three times the annual base salary;
and severance provisions for the payment of one-year of annual salary and
benefits in the event of a change in control or the termination of the
employee's employment for any reason other than for cause.

On August 18, 2004, we entered into a two-year employment agreement
with Thomas P. Sweeney III, our Chairman of the Board of Directors and Chief
Executive Officer. Mr. Sweeney's employment agreement contains the following
provisions: annual base salary of $275,000 and $300,000 for the first and second
years, respectively; annual bonus of up to 100% of the base salary; the payment
of insurance

premiums under Mr. Sweeney's existing life insurance policy; the
issuance of options to purchase up to 10,237,000 shares of our common stock at
$0.22 per share, which options are subject to a three-year vesting schedule;
severance provisions for the payment of one-year of base salary; a pro-rated
bonus and certain benefits in the event of the termination of Mr. Sweeney's
employment for any reason other than for cause (as defined).

SHAREHOLDER PROPOSALS

Proposals of shareholders intended for presentation at our 2005 annual
meeting of shareholders and intended to be included in our proxy statement and
form of proxy relating to that meeting must be received at our executive offices
by January 17, 2005 and comply with the requirements of Rule 14a-8(e)
promulgated under the Exchange Act.

OTHER BUSINESS

Other than as described above, our board of directors knows of no
matters to be presented at the annual meeting, but it is intended that the
persons named in the proxy will vote your shares according to their best
judgment if any matters not included in this proxy statement do properly come
before the meeting or any adjournment thereof.

ANNUAL REPORT

Our Annual Report on Form 10-KSB for the year ended December 31, 2003,
including financial statements, is being mailed with this proxy statement. If,
for any reason, you do not receive your copy of the Annual Report, please
contact Matthew Richman, Senior Vice President - Corporate Development, Front
Porch Digital Inc., 1140 Pearl Street, Boulder, Colorado 80302, and another will
be sent to you.

By Order of the Board of Directors,

THOMAS P. SWEENEY III
CHAIRMAN OF THE BOARD
Dated: October 18, 2004
Boulder, Colorado

USE ONLY FOR COMMON STOCK

REVOCABLE PROXY
FRONT PORCH DIGITAL INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

[X] PLEASE MARK VOTES AS IN THIS EXAMPLE

The undersigned hereby appoint(s) Thomas P. Sweeney III For With- For all
and Matthew Richman, or either of them, lawful attorneys and PROPOSAL 1: hold Except
proxies of the undersigned with full power of substitution,
for and in the name, place and stead of the undersigned to The Election of Directors: [ ] [ ] [ ]
attend the Annual Meeting of Shareholders of Front Porch
Digital Inc. (the "Company") to be held at in the Executive
Ballroom in the Hotel Conference Center of the Hotel THOMAS P. SWEENEY III, PAUL MCKNIGHT, PATRICK WHITTINGHAM
Boulderado, located at 2115 Thirteenth Street, Boulder, AND JAMES WOLFINGER
Colorado 80302 on Wednesday, November 17, 2004 at 9:00 a.m.,
local time, and any adjournment(s) or postponement(s) INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
thereof, with all powers the undersigned would possess if INDIVIDUAL NOMINEE, MARK "FOR ALL EXCEPT" AND WRITE THAT
personally present and to vote the number of votes the NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
undersigned would be entitled to vote if personally present. -------------------------------------------------------------

The Board of Directors recommends a vote "FOR" the proposal IN ACCORDANCE WITH THEIR DISCRETION, SAID ATTORNEYS AND
set forth below. PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS OR
PROPOSALS NOT KNOWN AT THE TIME OF SOLICITATION OF THIS
PROXY WHICH MAY PROPERLY COME BEFORE THE MEETING.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DESCRIBED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
PROPOSAL SET FORTH HEREIN. ANY PRIOR PROXY AUTHORIZED BY THE
UNDERSIGNED IS HEREBY REVOKED.

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND THE RELATED
PROXY STATEMENT DATED OCTOBER 18, 2004.

PLEASE BE SURE TO SIGN AND DATE
THIS PROXY IN THE BOX BELOW. DATE _________________________

- -------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

Shareholder sign above Co-holder (if any) sign above

- --------------------------------------------------------------------------------
FRONT PORCH DIGITAL INC.

PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. WHEN SHARES ARE
HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY
PRESIDENT OR OTHER AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE SIGN IN
PARTNERSHIP NAME BY AUTHORIZED PERSON.

PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
- --------------------------------------------------------------------------------

USE ONLY FOR SERIES A PREFERRED STOCK

REVOCABLE PROXY
FRONT PORCH DIGITAL INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

[X] PLEASE MARK VOTES AS IN THIS EXAMPLE

The undersigned hereby appoint(s) Thomas P. Sweeney III For With- For all
and Matthew Richman, or either of them, lawful attorneys and hold Except
proxies of the undersigned with full power of substitution, PROPOSAL 1:
for and in the name, place and stead of the undersigned to
attend the Annual Meeting of Shareholders of Front Porch The Election of Directors: [ ] [ ] [ ]
Digital Inc. (the "Company") to be held at in the Executive
Ballroom in the Hotel Conference Center of the Hotel
Boulderado, located at 2115 Thirteenth Street, Boulder, THOMAS P. SWEENEY III, PAUL MCKNIGHT, PATRICK WHITTINGHAM
Colorado 80302 on Wednesday, November 17, 2004 at 9:00 a.m., AND JAMES WOLFINGER
local time, and any adjournment(s) or postponement(s)
thereof, with all powers the undersigned would possess if INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
personally present and to vote the number of votes the INDIVIDUAL NOMINEE, MARK "FOR ALL EXCEPT" AND WRITE THAT
undersigned would be entitled to vote if personally present. NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
----------------------------------------------------
The Board of Directors recommends a vote "FOR" the
proposal set forth below. IN ACCORDANCE WITH THEIR DISCRETION, SAID ATTORNEYS AND
PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS OR
PROPOSALS NOT KNOWN AT THE TIME OF SOLICITATION OF THIS
PROXY WHICH MAY PROPERLY COME BEFORE THE MEETING.

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND THE RELATED
PROXY STATEMENT DATED OCTOBER 18, 2004.

PLEASE BE SURE TO SIGN AND DATE
THIS PROXY IN THE BOX BELOW. DATE _________________________

- -------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

Shareholder sign above Co-holder (if any) sign above

- --------------------------------------------------------------------------------
FRONT PORCH DIGITAL INC.

PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD.
WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN.
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE
OR CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY
PRESIDENT OR OTHER AUTHORIZED PERSON. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.

PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
- --------------------------------------------------------------------------------