AMENDED AND RESTATED CONSULTING AGREEMENT


     This Amended and Restated Consulting Agreement (this "Agreement"), dated as
of November 13, 2000,  is made by and between FRONT PORCH DIGITAL INC., a Nevada
corporation  having an address at 1810 Chapel  Avenue  West,  Suite 130,  Cherry
Hill, New Jersey 08002 (the "Company"),  and EQUITY PIER LLC, a Colorado limited
liability company having an address at 3025 47th Street, Boulder, Colorado 80301
("Equity Pier") and amends and restates in its entirety the Consulting Agreement
by and  between  the  Company  and  Equity  Pier dated as of August 1, 2000 (the
"Original Consulting Agreement").

                                    RECITALS

     A.   The Company has  acquired  from  Storage  Technology  Corporation  the
business and assets of its StorageTek Media Services Division (the "Division");

     B.   Equity Pier has knowledge and experience  regarding the management and
technical operations of businesses similar to the business of the Division,  the
operation and infrastructure  needed to develop and maintain the business of the
Division,  and  integrating  the  operations  of the Division  with those of the
Company to meet the requirements of the Company; and

     C.   The Company desires Equity Pier to provide consultation to the Company
regarding the above described  matters,  and Equity Pier desires to provide such
consultation, on the terms and conditions set forth herein.


                                    AGREEMENT

     In consideration of the mutual covenants and promises set forth herein, the
parties agree as follows:

     1.   SERVICES.  During the Term (as hereinafter defined) of this Agreement,
Equity  Pier  shall  perform  for and on behalf of the  Company  the  consulting
services described on Exhibit A attached hereto (the "Services").

     2.   COMPENSATION. The Company shall pay Equity Pier $204,000 per month for
Equity Pier's performance of the Services, commencing on October 15, 2000 and on
the 15th day of each month thereafter during the Term.

     3.   TIME  DEVOTED BY  CONSULTANT.  Equity Pier shall spend such time as is
necessary to fulfill its  obligations  under this  Agreement,  more being needed
initially  and less being  needed  once the  business of the  Division  has been
integrated  with the  business  of the  Company  and is fully  operational.  The
particular amount of time may vary from day to day or week to week.

<PAGE>


     4.   RENDERING OF  SERVICES.  Equity Pier will perform most of the Services
in accordance with this Agreement at a location of Equity Pier's discretion.  In
addition,  Equity Pier will perform  services on the telephone and at such other
places as necessary to perform the Services in accordance  with this  Agreement.
Equity Pier  acknowledges  that the Services to be rendered  hereunder  shall be
performed by such  individuals at Equity Pier as shall be mutually  agreed to by
the parties.

     5.   WARRANTIES AND REPRESENTATIONS. Equity Pier warrants and represents to
the Company that:

          (a)  Equity Pier has full right and  authority  to execute and deliver
     this Agreement and to consummate the transactions contemplated hereby;

          (b)  Neither the  execution  and delivery of this  Agreement by Equity
     Pier nor the consummation by Equity Pier of the  transactions  contemplated
     hereby will  constitute a violation of, or be in conflict with,  constitute
     or create a default  under,  or result in the creation or imposition of any
     liens upon any  property of Equity Pier  pursuant to (a) any  agreement  or
     commitment  to which  Equity  Pier is a party or by  which  Equity  Pier is
     subject; or (b) any statute or any judgment,  decree, order,  regulation or
     rule of any court or governmental authority relating to Equity Pier;

          (c)  There  are  no  actions,  suits,  proceedings  or  investigations
     pending or threatened  against Equity Pier which  questions the validity of
     this Agreement or challenges any of the transactions  contemplated  hereby;
     and

          (d)  Equity Pier will perform, or cause to be performed,  the Services
     in a workmanlike  manner and in accordance with generally accepted industry
     standards and practices.

     6.   TERM. This Agreement shall be effective commencing October 1, 2000 and
shall terminate on June 30, 2004 (the "Term").

     7.   SET-OFF RIGHTS. In the event either party shall be thirty (30) days or
more past due in paying any amount  (the  "Past Due  Amount")  it owes the other
party,  pursuant  to this or any  other  agreement  or  obligation  between  the
parties,  the party to whom the Past Due  Amount is owed shall have the right to
offset such Past Due Amount  against  any payment due from it,  pursuant to this
Agreement or any other agreement or obligation,  to the party owing the Past Due
Amount.

     8.   COMPLIANCE WITH LAWS. Equity Pier shall comply with all applicable law
and obtain all  licenses,  permits,  authorizations  and  approvals  required in
providing the Services.

     9.   CONFIDENTIALITY.

               (a)  Disclosure of Information.  Equity Pier agrees,  without the
     prior written  consent of the Company,  Equity Pier shall not,  directly or
     indirectly,   through  any

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<PAGE>


     form of  ownership,  in any  individual  or  representative  or  affiliated
     capacity  whatsoever,  except  as may be in  furtherance  of the  Company's
     business,  reveal, divulge, disclose or communicate to any person or entity
     in any manner  whatsoever  confidential  information  relating  directly or
     indirectly to the Company's  business of any kind,  nature or  description,
     including,  without limitation: (i) the proprietary software (including all
     source and object  code and other  information  and  documentation  related
     thereto),   trade  secrets,   inventions,   ideas,   processes,   formulas,
     discoveries,   developments,   designs  and  techniques;  (ii)  information
     regarding  plans for research,  development,  new  products,  marketing and
     selling,  business  plans,  budgets and unpublished  financial  statements,
     licenses,  prices and costs, suppliers and customers; and (iii) information
     regarding the skills and salary of past or present  employees,  officers or
     directors of the Company.  The  agreements set forth herein shall not apply
     to any  information  (A) that at the time of  disclosure  or  thereafter is
     generally available to and known by the public (other than as a result of a
     disclosure  directly  or  indirectly  by Equity Pier in  violation  of this
     Agreement),  (B) the  disclosure  of which is required by law,  regulation,
     order,  decree or process  (so long as, to the extent  practicable,  Equity
     Pier  delivers  prompt  written  notice to the  Company of such  disclosure
     calculated  to  provide  the  Company  with  an  opportunity  to  obtain  a
     restraining order or other recourse),  or (C) that is otherwise approved by
     the  Company  in  writing.  Without  regard  to  whether  any or all of the
     foregoing matters would be deemed confidential,  material or important, the
     parties hereto  stipulate that as between them, the same are  confidential,
     material and  important and gravely  affect the  effective  and  successful
     conduct of the Company, its business and its goodwill.

               (b)  THIRD PARTY  INFORMATION.  Equity Pier acknowledges that the
     Company has  received  and in the future will  receive  from third  parties
     confidential or proprietary information ("Third Party Information") subject
     to  a  duty  of  the  Company  to  maintain  the  confidentiality  of  such
     information  and to use it only for certain limited  purposes.  Equity Pier
     shall hold Third  Party  Information  that it knows or should know is Third
     Party  Information  in the  strictest  confidence  and will not disclose to
     anyone  (other  than  the  Company's   personnel  who  need  to  know  such
     information in connection  with their work for the Company) or use,  except
     in  connection  with  Equity  Pier's  work  for the  Company,  Third  Party
     Information  unless  expressly  authorized  in writing by the  President or
     Board of Directors of the Company.

               (c)  NO  IMPROPER  USE OF  INFORMATION  OF  PRIOR  EMPLOYERS  AND
     OTHERS. During the Term of this Agreement, Equity Pier shall not improperly
     use or disclose any confidential  information or trade secrets,  if any, of
     any current or former  employer or any other person to whom Equity Pier has
     an obligation of  confidentiality  and Equity Pier shall not bring onto the
     premises of the Company any unpublished documents or any property belonging
     to any  current or former  employer  or any other  person or entity to whom
     Equity Pier has an obligation  of  confidentiality  unless  consented to in
     writing by that person or entity.

     10.  INDEPENDENT CONTRACTOR. For purposes of this Agreement, Equity Pier is
an independent  contractor of the Company,  and neither party shall be deemed to
be the agent or employee of the other. All persons employed by Equity Pier shall
be its  employees  or

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<PAGE>


subcontractors  and shall not be deemed  employees of the  Company.  Equity Pier
assumes exclusive liability for all contributions, taxes or payments required to
be made  because of such  employees or  subcontractors  by the federal and state
Unemployment Compensation Acts, Social Security Acts and all amendments thereto,
and by all other current and future acts, federal or state, requiring payment by
Equity  Pier on account  of such  employees  or  subcontractors  performing  the
Services under this Agreement.

     11.  NOTICES.  Any and all notices,  elections,  offers,  acceptances,  and
demands  permitted  or  required  to be made  under this  Agreement  shall be in
writing, signed by the person giving such notice, election, offer, acceptance or
demand and shall be delivered  personally,  or sent by  registered  or certified
mail, to the party, at its address on file with the other party or at such other
address as may be supplied in writing. The date of personal delivery or the date
of  mailing,  as the case may be,  shall be the date of such  notice,  election,
offer, acceptance or demand.

     12.  ENTIRE AGREEMENT. This Agreement contains the entire agreement between
the  parties  concerning  the subject  matter  hereof and  supersedes  all prior
agreements,  understanding,  discussions,  negotiations and undertakings whether
written or oral,  between the parties with respect thereto,  including,  but not
limited to, the Original Consulting Agreement.

     13.  NON-WAIVER.  The failure of any party to insist on  performance of any
term,  covenant or  condition  hereunder  or to exercise  any right or privilege
conferred in this Agreement in any one or more  instances  shall not be a waiver
of any such terms,  covenants,  conditions,  rights or privileges,  but the same
shall continue and remain in full force and effect as if no such  forbearance or
waiver had  occurred,  nor shall the same be  construed  as a  novation  of this
Agreement. No waiver shall be effective unless it is in writing and signed by an
authorized representative of the waiving party.

     14.  AMENDMENT.  No change,  modification  or amendment  of this  Agreement
shall be valid or binding on the parties except pursuant to a written instrument
executed and delivered by each party hereto.

     15.  SUCCESSORS  AND ASSIGNS.  Equity Pier may not assign this Agreement or
any right or interest  hereto without the prior written  consent of the Company.
Each and every  successor to and  assignment of any party hereto shall hold such
interest  subject  to all of the terms and  provisions  of this  Agreement.  The
rights of the parties and their  successors  and assigns,  as among  themselves,
shall be  governed by the terms of this  Agreement,  and the right of any party,
affiliate or successor in interest to assign, sell or otherwise transfer or deal
with its interests  under this Agreement shall be subject to the limitations and
restrictions of this Agreement.

     16.  BeNEFIT AND BINDING  EFFECT.  This  Agreement  shall be binding on and
shall  inure to the  benefit  of the  parties  hereto and their  successors  and
permitted assigns. Nothing in this Agreement, express or implied, is intended to
confer on any third party any right, remedy, obligation or liability under or by
reason of this Agreement.

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<PAGE>


     17.  SEVERABILITY.  If any provision of this  Agreement or the  application
thereof shall be invalid,  illegal or  unenforceable,  such  provision  shall be
curtailed,  limited or deleted,  but only to the extent necessary to remove such
invalidity, illegality or unenforceability,  and the remainder of this Agreement
shall not be affected or impaired  thereby.  Further,  the parties will agree to
legally  enforceable  provisions  to replace  any term,  provision  or  covenant
determined to be invalid,  illegal or unenforceable so as to put the parties, as
nearly as  possible,  in the same  position  that they  would have been had such
provision not been held invalid, illegal or unenforceable.

     18.  HEADINGS. Any heading or title contained in this Agreement is inserted
only as a  matter  of  convenience  and for  reference,  and in no way  defines,
limits,  extends,  or describes the scope of this Agreement or the intent of any
provision hereof.

     19.  APPLICABLE  LAW. This Agreement  shall be governed by and construed in
accordance with the laws of the State of New Jersey (without regard for conflict
of law principles).

     20.  COUNTERPARTS.   This   Agreement  may  be  executed  in  two  or  more
counterparts, and each such counterpart shall be deemed an original hereof.

     21.  JOINT PREPARATION. This Agreement shall be deemed to have been jointly
prepared  by the Company  and Equity  Pier,  and no  ambiguity  herein  shall be
construed against any party hereto based upon the identity of the author of this
Agreement or any portion hereof.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
by their duly authorized representatives as of the date first set forth above.

                                        Front Porch Digital Inc.


                                        By: /s/ Timothy Petry
                                            -----------------------------------
                                              Name:   Timothy Petry
                                              Title:  Chief Financial Officer



                                        Equity Pier LLC


                                        By: /s/ Reed Guest
                                            -----------------------------------
                                              Name:   Reed Guest
                                              Title:  Secretary and General
                                                        Counsel

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<PAGE>


                                                                       EXHIBIT A
                                                                       ---------

                               CONSULTING SERVICES


1.   In relation to the Media Services Acquisition:

     a)   Identify,  interview,  and  transition key personnel of Media Services
          for retention purposes

     b)   Drive the integration process of systems, functions, and organizations

2.   In relation to Corporate functions for FPDI:

     a)   Set-up  the Board  structure  with  regards  to  membership  including
          governance process

     b)   Implementation   of  Jean   Reiczyk  as  Chairman  of  the  Board  and
          interim-CEO

     c)   Find, interview, and hire permanent CEO

     d)   Implementation of Tom Sweeney as Director on FPDI Board

     e)   Establish corporate headquarters in Boulder, Colorado

     f)   Drive the fund raising  process g)  Facilitate  the entry of FPDI onto
          the NASDAQ

3.   In relation to Operational functions for FPDI:

     a)   Establish job  descriptions  and  functional  responsibilities  of the
          newly defined organization structure

     b)   Set-up compensation plan and stock options program

     c)   Facilitate integration of benefit plans

     d)   Participate  in the sales  process  thru  customer  visits,  telephone
          calls, presentations, etc.

     e)   Form  strategic   alliances  with  potential   partners   (StorageTek,
          ManagedStorage  International,  Imation, GE,  Teleplace/eManage,  Sun,
          Kodak, Agfa, Sony, FileNet, EMC, HP)

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