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                                                                   Exhibit 10.14


January 11, 2002

William C. Park
Chief Executive Officer
Digital Impact, Inc.
177 Bovet Road, Suite 200
San Mateo, CA 94402

RE:     RETENTION PROGRAM

Dear Bill:

        Our board of directors has determined that it would be in the best
interests of Digital Impact, Inc. (the "COMPANY") and its stockholders to offer
you a cash-based retention package on the terms set forth below.

        Subject to your continued status as an employee, director or consultant
of the Company ("SERVICE"), the Company will pay you $100,000, less any
applicable withholding and employment taxes, on each of January 1, 2003, 2004
and 2005 (each, a "RETENTION DATE").

        If at any time during the term of this agreement (i) the Company
terminates your Service without Cause (as defined on Schedule A), (ii) you
resign your Service for Good Reason (as defined on Schedule A) or (iii) you die
or become disabled, the Company shall pay you the retention payment due on the
next following Retention Date and shall thereafter have no further obligation to
you hereunder. If you resign your Service other than for Good Reason or the
Company terminates your Service for Cause, the Company shall have no further
obligation to you hereunder.

        This agreement may only be amended, modified or terminated by an
agreement in writing signed by you and the Company. This agreement shall be
binding upon the Company and its successors and assigns. This agreement shall be
governed by the internal laws of the State of California without regard to
principles of conflict of laws.

Very truly yours,

DIGITAL IMPACT, INC.


By: _______________________________
    David Oppenheimer
    Senior Vice President &
    Chief Financial Officer


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                                   SCHEDULE A

        "CAUSE" shall mean the willful engaging by you in criminal or fraudulent
acts or gross misconduct that is demonstrably and materially injurious to the
Company, monetarily or otherwise. No act or failure to act on your part shall be
deemed "willful" unless done or omitted to be done by you not in good faith and
without reasonable belief that your action or omission was in the best interest
of the Company. Notwithstanding the foregoing, you shall not be deemed to have
been terminated for Cause unless and until there shall have been delivered to
you a copy of a resolution duly adopted by the affirmative vote of not less than
three quarters (3/4) of the non-employee members of the Board at a meeting of
the Board called and held for such purpose (after reasonable notice to you and
an opportunity for you, together with your counsel, to be heard before the
Board), finding that in the good faith opinion of the Board, you were guilty of
conduct set forth above in the first sentence of this definition and specifying
the particulars thereof in detail.

        "GOOD REASON" shall mean, without your express written consent, (i) a
material and detrimental alteration of your responsibilities from those in
effect on the date hereof or (ii) the relocation of the office of the Company
where you are employed on the date hereof to a location which is more than 35
miles away from such office or the Company's requiring you to be based more than
35 miles away from such office (except for required travel on the Company's
business to an extent substantially consistent with your customary business
travel obligations in the ordinary course of business prior to the date hereof).