Exhibit 10.6

                          RESTRICTED ACCOUNT AGREEMENT



         This Restricted  Account  Agreement (this  "Agreement") is entered into
this 13th day of May 2004,  by and among  NORTH  FORK BANK,  a New York  banking
corporation  with  offices at 275  Broadhollow  Road,  Melville,  New York 11747
(together  with its successors  and assigns,  the "Bank"),  Front Porch Digital,
Inc., a Nevada corporation with offices at 1140 Pearl Street, Boulder,  Colorado
80302  (together  with its successors and assigns,  the  "Company"),  and LAURUS
MASTER  FUND,  LTD.,  a Cayman  Islands  corporation  with  offices at 825 Third
Avenue,  14th Floor,  New York, New York 10022 (together with its successors and
assigns,  "Laurus").  Unless otherwise  defined herein,  capitalized  terms used
herein  shall have the meaning  provided  such terms in the  Purchase  Agreement
referred to below.

         WHEREAS,  Laurus has provided financing to the Company, which financing
is  evidenced  by a  Securities  Purchase  Agreement  (as  amended,  modified or
supplemented  from  time to time,  the  "Purchase  Agreement")  and the  Related
Agreements referred to therein;

         WHEREAS,  the  Company  and Laurus  have  retained  the Bank to provide
certain services with respect to the Restricted Account (as defined below); and

         WHERERAS,  the  Company  and Laurus  have agreed that an amount of cash
equal to  $3,500,000  shall be  deposited  by Laurus on behalf of the Company by
wire transfer of immediately available funds into the Restricted Account,  which
cash shall be held by the Bank for the benefit of Laurus,  as  security  for the
Company's and its Subsidiaries' obligations under the Purchase Agreement and the
Related Agreements. For the purposes of this Agreement, the "Restricted Account"
shall mean that  certain  deposit  account (as  defined in Section  9-102 of the
Uniform  Commercial  Code as in  effect  in the  State  of New  York on the date
hereof)  described  on  Exhibit  B hereto,  which  Restricted  Account  shall be
maintained at the Bank and shall be in the sole dominion and control of Laurus;

         NOW THEREFORE, in consideration of the mutual promises contained herein
and for other good and valuable consideration the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

         1. The  Bank is  hereby  authorized  to  accept  for  deposit  into the
Restricted Account the sum of $3,500,000. The Bank hereby agrees to hold any and
all monies,  and other  amounts from time to time on deposit  and/or held in the
Restricted  Account  for the  benefit of the Laurus  and shall not  release  any
monies  held in the  Restricted  Account  until such time as the Bank shall have
received a notice  from  Laurus  substantially  in the form  attached  hereto as
Exhibit A (a "Release  Notice").  Following the receipt of a Release Notice from
Laurus,  the Bank agrees to promptly  disburse the amount of cash referred to in
such  Release  Notice to such  account  as Laurus  shall  determine  in its sole
discretion.  The Bank  hereby  agrees  that it will  only  comply  with  written
instructions  originated  by  Laurus  directing  disposition  of  funds  in  the
Restricted Account. The Company hereby irrevocably authorizes the Bank to comply
with any and all  instructions  given to the Bank by Laurus with

<PAGE>

respect to the Restricted  Account without  further consent by the Company.  The
Bank,  the Company and Laurus  agree that the  Restricted  Account is in Laurus'
sole dominion and control.

         2. Each of the  Company,  Laurus and the Bank  hereby  agrees  that the
Restricted  Account shall not be closed, and the account name and account number
in respect thereof shall not be changed, in any case, without the consent of the
Laurus, except as specifically provided for in Section 9 below.

         3. The Bank hereby  subordinates  any claims and security  interests it
may have against,  or with respect to, the  Restricted  Account  (including  any
amounts,  from time to time on deposit  therein) to the  security  interests  of
Laurus  therein,  and  agrees  that no  amounts  shall be  charged  by it to, or
withheld or set-off or otherwise  recouped by it from, the Restricted Account or
any amounts from time to time on deposit  therein;  provided that, in connection
with all  service  charges and any other  charges  which the Bank is entitled to
receive in  connection  with the  servicing and  maintaining  of the  Restricted
Account (such charges, collectively, the "Charges"), each of the Company, Laurus
and the Bank  hereby  agrees  that the Bank will  collect  such  Charges  in the
following  manner:  (i)  first,  the Bank will  charge  other  deposit  accounts
maintained  by the Company with the Bank,  (ii) second,  in the event that there
are  insufficient  collected  funds in such other  deposit  accounts to pay such
Charges,  the Bank will  promptly  notify the Company and Laurus with respect to
same and,  within  seven (7)  business  days of the  Company's  receipt  of such
notice,  the Company  shall pay to the Bank the full amount of such Charges then
due, and (iii) third,  if the Company fails to pay to the Bank such Charges then
due within the time period set forth in the preceding clause (ii), the Bank will
promptly  provide a written  notice to Laurus of such  occurrence  and,  in such
case,  the Bank is hereby  authorized,  following a period of five (5)  business
days after the receipt of such written notice by Laurus,  to deduct such Charges
then due from the Restricted Account,  unless, during such five (5) business day
period, Laurus agrees to promptly pay the amount of any such Charges then due to
the Bank from its own  account.  Except for the  payment  of the  Charges as set
forth in the immediately  preceding  proviso,  the Bank agrees that it shall not
offset,  deduct or claim against the Restricted  Account unless and until Laurus
has notified the Bank in writing that all of the Company's obligations under the
Purchase Agreement and the Related Agreements have been performed.


         4. The Company and the Bank agree that the  maintenance  by the Bank of
the  Restricted  Account  shall  be as  agent  for  Laurus.  The  Bank  shall be
responsible for the performance of only such duties as are set forth herein. The
Bank's duties hereunder,  however,  are merely  ministerial,  and the Bank shall
have no liability or  obligation to the Company or Laurus or to any other person
for any act or omission of the Bank in connection  with the  performance  of the
Bank's duties in servicing and/or maintaining the Restricted Account, except for
acts of gross  negligence or willful  misconduct by Bank. IN NO EVENT,  HOWEVER,
SHALL THE BANK HAVE ANY RESPONSIBILITY FOR CONSEQUENTIAL,  INDIRECT,  SPECIAL OR
EXEMPLARY  DAMAGES OR LOST PROFITS,  WHETHER OR NOT IT HAS NOTICE  THEREOF,  AND
REGARDLESS OF THE BASIS,  THEORY OR NATURE OF THE ACTION UPON WHICH THE CLAIM IS
ASSERTED,  NOR SHALL IT HAVE ANY RESPONSIBILITY OR LIABILITY FOR THE VALIDITY OR
ENFORCEABILITY  OF ANY

<PAGE>

SECURITY  INTEREST OR OTHER  INTEREST OF LAURUS OR THE COMPANY IN THE RESTRICTED
ACCOUNT.  In furtherance of and without limiting the foregoing,  the Company and
Laurus  agree  that the Bank  shall not be liable for any damage or loss to them
for any delay or failure of performance  arising out of the acts or omissions of
any  third  parties,  including,  but  not  limited  to,  various  communication
services,  courier services,  the Federal Reserve system,  any other bank or any
third  party  who may be  affected  by  funds  transactions,  fire,  mechanical,
computer or electrical  failures or other unforeseen  contingencies,  strikes or
any similar or dissimilar cause beyond the reasonable  control of the Bank. This
paragraph shall survive the termination of this Agreement.

         5. Except where the Bank has been grossly negligent or has acted in bad
faith,  each of Laurus  and the  Company  and their  respective  successors  and
assigns  will  release  the Bank  from  and  shall  indemnify  and hold the Bank
harmless  from and  against any and all losses,  claims,  damages,  liabilities,
costs and expenses  (including,  without  limitation,  reasonable  counsel fees,
whether  arising  in an  action  or  proceeding  among  the  parties  hereto  or
otherwise,  without  regard to the merit or lack of merit  thereof) to which the
Bank may  become  subject,  or which it may suffer or incur,  arising  out of or
based upon this  Agreement or the actions  contemplated  hereby.  This paragraph
shall survive termination of this Agreement.

         6.  The Bank  shall  be  fully  protected  in  acting  on any  order or
direction by Laurus  respecting  the items received by the Bank or the monies or
other items in the Restricted  Account  without making any  independent  inquiry
whatsoever as to Laurus'  rights or authority to give such order or direction or
as to the application of any payments made pursuant thereto.

         7. Nothing in this Agreement  shall be deemed to prohibit the Bank from
complying with its customary  procedures in the event that it is served with any
legal process with respect to the Restricted Account.

         8. The rights and powers  granted in this Agreement to Laurus have been
granted in order to protect and further  perfect its  security  interests in the
Restricted  Account (including any amounts from time to time on deposit therein)
and are powers  coupled  with an interest  and will be  affected  neither by any
purported  revocation by the Company of this  Agreement or the rights granted to
Laurus  hereunder  or  by  the  bankruptcy,   insolvency,   conservatorship   or
receivership of the Company or the Bank or by the lapse of time.

         9. This  Agreement may not be amended or waived except by an instrument
in  writing  signed  by  each  of the  parties  hereto.  This  Agreement  may be
terminated by the Bank upon giving the Company and Laurus thirty (30) days prior
written  notice.  Laurus  shall  designate a  successor  bank on or prior to the
effective date of such termination and the Bank shall deliver the balance in the
Restricted  Account to such  successor  bank.  Any notice  required  to be given
hereunder may be given,  and shall be deemed given when delivered,  via telefax,
U.S. mail return receipt requested or nationally recognized overnight courier to
each of the  parties at the  address  set forth  above.  This  Agreement  may be
executed in any number of  counterparts,  each of which shall be an original and
all of which, when taken together,  shall constitute one agreement.  Delivery of
an executed signature page of this Agreement by facsimile  transmission shall be
effective as delivery of a manually executed  counterpart hereof or thereof,  as
the case  may be.  This  Agreement  shall  be  governed  by,  and  construed  in
accordance  with,  the laws of

<PAGE>

the State of New York,  without regard to its conflict of laws principles.  This
Agreement sets forth the entire  agreement  between the parties hereto as to the
matters set forth  herein and  supersede  all prior  communications,  written or
oral,  with respect to the matters  herein.  EACH OF THE PARTIES  HERETO  HEREBY
WAIVES ANY RIGHT TO TRIAL BY JURY WITH  RESPECT TO ANY  CLAIM,  ACTION,  SUIT OR
PROCEEDING  ARISING OUT OF OR  CONTEMPLATED  BY THIS  AGREEMENT.  THE BANK,  THE
COMPANY AND LAURUS  EACH  HEREBY  SUBMIT TO THE  EXCLUSIVE  JURISDICTION  OF THE
FEDERAL  AND  NEW  YORK  STATE  COURTS  LOCATED  IN THE  COUNTY  OF NEW  YORK IN
CONNECTION   WITH  ANY  DISPUTE   RELATED  TO  THIS  AGREEMENT  OR  ANY  MATTERS
CONTEMPLATED HEREBY OR THEREBY.

                                *    *    *    *

<PAGE>


         Agreed and accepted this 13th day of May, 2004.

                             NORTH FORK BANK

                             By:/s/ Sheldon Selman
                                ------------------------
                             Name: Sheldon Selman
                             Title:

                             LAURUS MASTER FUND, LTD.

                             By:/s/ David Grin
                                ------------------------
                                  Name: David Grin
                                  Title: Director

                             FRONT PORCH DIGITAL, INC.

                             By:/s/ Thomas P. Sweeney III
                                --------------------------------
                                  Name: Thomas P. Sweeney III
                                  Title: Chairman


<PAGE>

                                    EXHIBIT A

                 (i) RELEASE NOTICE


TO:      NORTH FORK BANK
         404 FIFTH AVE.,  SUITE 1
              NEW YORK, NY  10018

RE:      ACCOUNT NAME: FRONT PORCH DIGITAL, INC.
         ACCOUNT NUMBER: 2704051610


         Reference is made to that certain Restricted  Account Agreement,  dated
as of May 13, 2004 (the "Restricted Account  Agreement"),  among North Fork Bank
(the "Bank"), Front Porch Digital, Inc. (the "Company"), and Laurus Master Fund,
Ltd. ("Laurus").

         This  is  to  notify  you  that  Laurus   authorizes   the  release  of
$_____________  (the  "Release  Amount")  from the account  referenced  above in
accordance  with the  terms of the  Restricted  Account  Agreement.  Within  one
business  day  following  the receipt of this  Release  Notice,  the Bank hereby
agrees to wire the  Release  Amount  (or,  in the event  that the  amount in the
Restricted  Account is less than the Release Amount,  such lesser amount) to the
following account in accordance with the wire instructions set forth below:

                                    [INSERT WIRE INSTRUCTIONS]






                                    LAURUS MASTER FUND, LTD.

                                    By:
                                       -------------------------------
                                    Name:
                                    Title:


         Agreed and accepted this __ day of ___________ 200__.

         NORTH FORK BANK

         By: ______________________________
         Name:
         Title:

<PAGE>


                                    EXHIBIT B

                               RESTRICTED ACCOUNT

o        Bank:                 North Fork Bank

o        Bank Routing Number:  021407912
         Attn:                 [Sheldon Selman]
         Phone:                212-967-9400


         Account Name:         Front Porch Digital

         Account #:            2704051610