FRONT PORCH DIGITAL INC
REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>

                                                                        EXH 10.2

                          REGISTRATION RIGHTS AGREEMENT


     REGISTRATION RIGHTS AGREEMENT, dated as of October 10, 2000, between FRONT
PORCH DIGITAL, INC., a corporation organized under the laws of Nevada (the
"Company"), and STORAGE TECHNOLOGY CORPORATION, a corporation organized under
the laws of Delaware ("StorageTek").


                              W I T N E S S E T H:


     WHEREAS, on the date hereof, the Company has agreed to issue to StorageTek
shares of Common Stock (as defined herein) pursuant to the terms of an Asset
Purchase Agreement dated as of October 10, 2000 (the "Purchase Agreement")
between the Company and StorageTek; and

     WHEREAS, as a condition to the consummation of the transactions
contemplated by the Purchase Agreement, the Company has agreed to provide
certain registration rights pursuant to the terms of this Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants and obligations
hereinafter set forth, the parties hereto, intending to be legally bound, hereby
agree as follows:

        1. DEFINITIONS. For purposes of this Agreement, capitalized terms used
herein shall have the meanings set forth in the preambles hereto and in this
Section 1.

            1.1 "COMMISSION" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.

            1.2 "COMMON STOCK" shall mean the common stock, par value $.001 per
share, of the Company or, in the case of a conversion, reclassification or
exchange (or any other adjustment or readjustment under Section 4 of the
warrants included in the Existing Rights Agreements) of such shares of such
Common Stock, shares of the stock issued or issuable in respect of such shares
of Common Stock, and all provisions of this Agreement shall be applied
appropriately thereto and to any stock resulting therefrom.

            1.3 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended, or any similar federal statute enacted hereafter, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect
from time to time.

            1.4 "EXISTING RIGHTS AGREEMENTS" shall mean (i) the warrant
agreements dated as of May 2, 2000 between the Company and the Warrantholders
for the purchase of an


<PAGE>

aggregate of 3,950,000 shares of Common Stock and any warrant agreement executed
and delivered by the Company upon the exchange or transfer of any warrants
evidenced by such warrant agreements; (ii) the Registration Rights Agreement
dated as of October 10, 2000 between the Company and Equity Pier LLC; and (iii)
this Agreement.

            1.5 "FORM S-3" means such form under the Securities Act as in effect
on the date hereof or any registration form under the Securities Act
subsequently adopted by the Commission which permits inclusion or incorporation
of substantial information by reference to other documents filed by the Company
with the Commission.

            1.6 "HOLDER" shall mean any holder of Registrable Securities;
provided, however, that any Person who acquires any of the Registrable
Securities in a distribution pursuant to a registration statement filed by the
Company under the Securities Act or pursuant to a public sale under Rule 144
under the Securities Act or any similar or successor rule shall not be
considered a Holder.

            1.7 "INITIAL PUBLIC OFFERING" means the first time at which an
offering, whether primary or secondary, of Common Stock or options, warrants or
other securities convertible into or exchangeable or exercisable for Common
Stock, is registered pursuant to an effective registration statement (other than
a registration statement on Form S-4 or Form S-8 or any successor forms thereto)
filed by Seller under the Securities Act. An Initial Public Offering will be
deemed to be consummated on the date such registration is declared effective by
the Commission.

            1.8 "INITIATING HOLDERS" shall mean Holders representing (on a fully
diluted basis) at least twenty-five percent (25%) of the total number of
Registrable Securities.

            1.9 "PERSON" shall mean any individual, firm, corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, government (or an agency or political subdivision thereof)
or other entity of any kind.

            1.10 "REGISTER", "REGISTERED" and "REGISTRATION" shall refer to a
registration effected by preparing and filing a registration statement with the
Commission in compliance with the Securities Act and applicable rules and
regulations thereunder, and the declaration or ordering of the effectiveness of
such registration statement by the Commission.

            1.11 "REGISTRABLE SECURITIES" shall mean the shares of Common Stock
issued to StorageTek pursuant to the Purchase Agreement; PROVIDED, HOWEVER, that
such shares of Common Stock shall only be treated as Registrable Securities
hereunder if and so long as they have not been sold in a registered public
offering or have not been sold to the public pursuant to Rule 144 under the
Securities Act or any similar or successor rule.

            1.12 "REGISTRATION EXPENSES" shall mean all expenses incurred by the
Company in compliance herewith, including, without limitation, all registration
and filing fees, printing expenses, fees and disbursements of counsel for the
Company, blue sky fees and expenses, the


                                       2
<PAGE>

reasonable fees and expenses (subject to documentation thereof) of one counsel
for all Holders and Other Stockholders that offer securities being sold pursuant
to the Existing Rights Agreements, and the expense of any special audits
incident to or required by any such registration (but excluding the compensation
of regular employees of the Company, which shall be paid in any event by the
Company).

            1.13 "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, or any similar federal statute enacted hereafter, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect
from time to time.

            1.14 "SELLING EXPENSES" shall mean all underwriting discounts and
commissions applicable to the sale of Registrable Securities.

            1.15 "WARRANTHOLDERS" shall mean Navesink Venture Partners LLC,
Hawke Company Ltd, Tillgrove Investments Ltd, Madona Resources Ltd and Donald
Maggi.

     2. REQUESTED REGISTRATION.

            2.1 REQUEST FOR REGISTRATION. At any time after the earlier of (i)
consummation of an Initial Public Offering or (ii) August 2, 2002 (such date
being hereinafter referred to as the "Demand Date"), if the Company shall
receive from Initiating Holders a written request that the Company effect any
registration with respect to Registrable Securities the Company will:

                        (a) promptly give written notice of the proposed
            registration to all other Holders; and

                        (b) as soon as practicable, use its best efforts to
            effect such registration (including, without limitation, the
            execution of an undertaking to file post-effective amendments,
            appropriate qualification under the blue sky or other state
            securities laws requested by Initiating Holders and appropriate
            compliance with applicable regulations issued under the Securities
            Act) as may be so requested and as would permit or facilitate the
            sale and distribution of all or such portion of such Registrable
            Securities as are specified in such request, together with all or
            such portion of the Registrable Securities of any Holder or Holders
            joining in such request as are specified in a written request given
            within thirty (30) days after receipt of such written notice from
            the Company; provided, that the Company shall not be obligated to
            effect, or to take any action to effect, any such registration
            pursuant to this Section 2:

                                    (i) in any particular jurisdiction in which
                        the Company would be required to execute a general
                        consent to service of process in effecting such
                        registration, qualification or compliance, unless the
                        Company is already subject to service in such
                        jurisdiction and except as may be required by the
                        Securities Act or applicable rules or regulations
                        thereunder;

                                       3
<PAGE>

                                    (ii) less than ninety (90) calendar days
                        after the effective date of any registration declared or
                        ordered effective other than a registration on Form S-3
                        or Form S-8;

                                    (iii) if, while a registration request is
                        pending pursuant to this Section 2, the Company
                        determines, in the good faith judgment of the Board of
                        Directors of the Company, with the advice of counsel,
                        that the filing of a registration statement would
                        require the disclosure of non-public material
                        information the disclosure of which would have a
                        material adverse effect on the Company or would
                        otherwise materially adversely affect a financing,
                        acquisition, disposition, merger or other significant
                        transaction, the Company shall deliver a certificate to
                        such effect signed by its President to the proposed
                        selling Holders and the Company shall not be required to
                        effect a registration pursuant to this Section 2 until
                        the earlier of (A) three (3) days after the date upon
                        which such material information is disclosed to the
                        public or ceases to be material or (B) 90 days after the
                        Company makes such good faith determination; provided,
                        however, that the Company shall not utilize this right
                        more than once in any twelve month period; or

                                    (iv) except as set forth in Section 2.5,
                        after the second such registration pursuant to this
                        Section 2.1 has been declared or ordered effective.

     Subject to the foregoing clauses (i), (ii), (iii) and (iv), the Company
shall file a registration statement covering the Registrable Securities so
requested to be registered as soon as practicable after receipt of the request
or requests of the Initiating Holders.

            2.2 ADDITIONAL SHARES TO BE INCLUDED. The registration statement
filed pursuant to the request of the Initiating Holders may, subject to the
provisions of Sections 2.4 and 3.3 below, include (a) other securities of the
Company (the "Additional Shares") which are held by (i) officers or directors of
the Company who, by virtue of agreements with the Company, are entitled to
include their securities in any such registration or (ii) other persons who, by
virtue of agreements with the Company, including the Existing Rights Agreements,
are entitled to include their securities in any such registration (the "Other
Stockholders"), and (b) securities of the Company being sold for the account of
the Company.

          2.3 UNDERWRITING.

                        (a) If the Initiating Holders intend to distribute the
            Registrable Securities covered by their request by means of an
            underwriting, they shall so advise the Company as a part of their
            request made pursuant to this Section 2 and the Company shall
            include such information in the written notice to other Holders
            referred to in Section 2.1 above. The right of any Holder to
            registration pursuant to this Section 2 shall be conditioned upon
            such Holder's participation in


                                       4
<PAGE>

            such underwriting and the inclusion of such Holder's
            Registrable Securities in the underwriting to the extent provided
            herein and subject to the limitations provided herein. A Holder may
            elect to include in such underwriting all or a part of the
            Registrable Securities he holds.

                        (b) The Company shall (together with all Holders,
            officers, directors and Other Stockholders proposing to distribute
            their securities through such underwriting) negotiate and enter into
            an underwriting agreement in customary form with the representative
            of the underwriter or underwriters selected for such underwriting by
            a majority in interest of the Initiating Holders, which
            underwriter(s) shall be reasonably acceptable to the Company.

            2.4 LIMITATIONS ON SHARES TO BE INCLUDED. Notwithstanding any other
provision of this Section 2, if the representative of the underwriters advises
the Initiating Holders in writing that marketing factors require a limitation on
the number of shares to be underwritten, first the Additional Shares and any
securities being sold for the account of the Company shall be excluded from such
registration pursuant to the priorities set forth in Section 3.3 of this
Agreement and, if a limitation on the number of shares is still required, the
number of shares that may be included in the registration and underwriting shall
be allocated among all Holders, including Initiating Holders, in proportion, as
nearly practicable, to the respective amounts of Registrable Securities which
they have requested to be included in such registration statement. If the
Company or any Holder, officer, director or Other Stockholder who has requested
inclusion in such registration as provided above disapproves of the terms of any
such underwriting, such Person may elect to withdraw such Person's Registrable
Securities or Additional Shares therefrom by written notice to the Company and
the underwriter and the Initiating Holders. Any Registrable Securities or other
securities excluded shall also be withdrawn from such registration. No
Registrable Securities or Additional Shares excluded from such registration by
reason of such underwriters' marketing limitation shall be included in such
registration. To facilitate the allocation of shares in accordance with this
Section 2.4, the Company or underwriter or underwriters selected as provided
above may round the number of Registrable Securities of any Holder which may be
included in such registration to the nearest 100 shares.

            2.5 ADDITIONAL DEMAND REGISTRATION. If with respect to the last
registration permitted to be exercised by the Holders of Registrable Securities
under Section 2.1, the Holders are unable to register all of their Registrable
Securities because of the operation of Section 2.4 hereof, such Holders shall be
entitled to require the Company to effect one additional registration to afford
the Holders an opportunity to register all such Registrable Securities. Such
additional registration shall again be subject to the provisions of this Section
2.

     3. COMPANY REGISTRATION.

            3.1 If the Company shall determine to register under the Securities
Act any of its equity securities or securities convertible into equity
securities either for its own account or the account of a security holder or
holders exercising any demand registration rights, other than a registration
relating solely to employee benefit plans, or a registration relating solely to
a Commission Rule 145 transaction, or a registration on Form S-4 or S-8 (or any
successor forms thereto), the Company will:



                                       5
<PAGE>

                        (a) promptly give to each Holder written notice thereof
            (which shall include a list of the jurisdictions in which the
            Company intends to attempt to qualify such securities under the
            applicable blue sky or other state securities laws); and

                        (b) include in such registration (and, subject to
            Section 2.1(b)(i), any related qualification under blue sky laws or
            other compliance), and in any underwriting involved therein, all the
            Registrable Securities specified in a written request or request,
            made by any Holder within thirty (30) days after receipt of the
            written notice from the Company described in clause (a) above,
            except as set forth in Section 3.3 below. Such written request may
            specify all or a part of a Holder's Registrable Securities.

            3.2 UNDERWRITING. If the registration of which the Company gives
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to Section 3.1(a). The right of any Holder to registration pursuant to
this Section 3 shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Registrable Securities in the
underwriting to the extent provided herein. All Holders proposing to distribute
their securities through such underwriting shall (together with the Company and
any officers, directors or Other Stockholders distributing their securities
through such underwriting) enter into an underwriting agreement in customary
form with the representative of the underwriter or underwriters selected by the
Company.

            3.3 LIMITATIONS ON SHARES TO BE INCLUDED. Notwithstanding any other
provision of this Section 3, if the representative of the underwriters advises
the Company in writing that marketing factors require a limitation or
elimination on the number of shares to be underwritten, the representative may
(subject to the allocation priority set forth below) limit the number of or
eliminate the Registrable Securities to be included in the registration and
underwriting. The Company shall so advise all holders of securities requesting
registration, and the number of shares of securities that are entitled to be
included in the registration and underwriting shall be allocated as follows:
first, if such underwritten offering shall have been initiated by the Company
for the sale of securities for its own account, to the Company for securities
being sold for its own account; second, among the Holders and the Other
Stockholders that offer securities being sold pursuant to the Existing Rights
Agreements, in each case in proportion, as nearly as practicable, to the
respective amounts of Registrable Securities or Additional Shares which they had
requested to be included in such registration pursuant to the Existing Rights
Agreements; third, if such underwritten offering shall not have been initiated
by the Company, to the Company for securities being sold for its own account;
and thereafter, the number of shares that may be included in the registration
statement and underwriting shall be allocated among all officers, directors or
remaining Other Stockholders, in each case in proportion, as nearly as
practicable, to the respective amounts of Additional Shares which they had
requested to be included in such registration at the time of filing the
registration statement. If any Holder of Registrable Securities or any officer,
director or Other Stockholder disapproves of the terms of any such underwriting,


                                       6
<PAGE>

he may elect to withdraw therefrom by written notice to the Company and the
underwriter. Any Registrable Securities or other securities excluded or
withdrawn from such underwriting shall also be withdrawn from such registration.
The Company shall have the right to terminate or withdraw any registration
initiated by it under this Section 3 prior to the effectiveness of such
registration whether or not any Holder has elected to include securities in such
registration.

     4. EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to
Sections 2 or 3 of this Agreement shall be borne by the Company, except that
Selling Expenses shall be borne pro rata by each Holder in accordance with the
number of shares sold.

     5. REGISTRATION PROCEDURES.

            5.1 In the case of each registration effected by the Company
pursuant to this Agreement, the Company will keep each Holder advised in writing
as to the initiation of each registration and as to the completion thereof and
will, at its expense:

                        (a) use its best efforts to keep such registration
            effective for a period of 180 days or until the Holder or Holders
            have completed the distribution described in the registration
            statement relating thereto, whichever first occurs; provided,
            however, that the Company will keep such registration effective for
            longer than 180 days if the costs and expenses associated with such
            extended registration are borne by the selling Holders; and
            provided, further, that in the case of any registration of
            Registrable Securities on Form S-3 which are intended to be offered
            on a continuous or delayed basis, such 180-day period shall, at the
            cost and expense of the Company, be extended, if necessary, to keep
            the registration statement effective until all such Registrable
            Securities are sold, provided that Rule 415, or any successor rule
            under the Securities Act, permits an offering on a continuous or
            delayed basis, and provided, further, that applicable rules and
            regulations under the Securities Act governing the obligation to
            file a post-effective amendment permit, in lieu of filing a
            post-effective amendment which (y) includes any prospectus required
            by Section 10(a)(3) of the Securities Act or (z) reflects facts or
            events representing a material or fundamental change in the
            information set forth in the registration statement, the
            incorporation by reference of information otherwise required to be
            included in such post-effective amendment covered by (y) and (z)
            above to be contained in periodic reports filed pursuant to Section
            13 or 15(d) of the Exchange Act in the registration statement;

                        (b) Prepare and file with the Commission such amendments
            and supplements to such registration statement and the prospectus
            used in connection with such registration statement as may be
            necessary to comply with the provisions of the Securities Act with
            respect to the disposition of all securities covered by such
            registration statement;

                                       7
<PAGE>

                        (c) Furnish such number of prospectuses and other
            documents incident thereto, including any amendment of or supplement
            to the prospectus, as a Holder from time to time may reasonably
            request;

                        (d) Notify each seller of Registrable Securities covered
            by such registration statement at any time when a prospectus
            relating thereto is required to be delivered under the Securities
            Act of the happening of any event as a result of which the
            prospectus included in such registration statement, as then in
            effect, includes an untrue statement of a material fact or omits to
            state a material fact required to be stated therein or necessary to
            make the statements therein not misleading or incomplete in the
            light of the circumstances then existing, and at the request of any
            such seller, prepare and furnish to such seller a reasonable number
            of copies of a supplement to or an amendment of such prospectus as
            may be necessary so that, as thereafter delivered to the purchasers
            of such shares, such prospectus shall not include an untrue
            statement of a material fact or omit to state a material fact
            required to be stated therein or necessary to make the statements
            therein not misleading or incomplete in the light of the
            circumstances then existing;

                        (e) List all such Registrable Securities registered in
            such registration on each securities exchange or automated quotation
            system on which the Common Stock of the Company is then listed;

                        (f) Provide a transfer agent and registrar for all
            Registrable Securities and a CUSIP number for all such Registrable
            Securities, in each case not later than the effective date of such
            registration;

                        (g) Make available for inspection by any seller of
            Registrable Securities, any underwriter participating in any
            disposition pursuant to such registration statement, and any
            attorney or accountant retained by any such seller or underwriter,
            all financial and other records, pertinent corporate documents and
            properties of the Company, and cause the Company's officers and
            directors to supply all information reasonably requested by any such
            seller, underwriter, attorney or accountant in connection with such
            registration statement;

                        (h) Furnish to each selling Holder upon request a signed
            counterpart, addressed to each such selling Holder, of

                                    (i) an opinion of counsel for the Company,
                        dated the effective date of the registration statement
                        in form reasonably acceptable to the Company and such
                        counsel, and

                                    (ii) "comfort" letters signed by the
                        Company's independent public accountants who have
                        examined and reported on the Company's financial
                        statements included in the registration statement, to
                        the extent


                                       8
<PAGE>

                        permitted by the standards of the American
                        Institute of Certified Public Accountants, covering such
                        matters as are customarily covered in opinions of
                        issuer's counsel and accountants' "comfort" letters
                        delivered to underwriters in underwritten public
                        offerings of securities;

                        (i) Furnish to each selling Holder upon request a copy
            of all documents filed with and all correspondence from or to the
            Commission in connection with any such offering; and

                        (j) Make available to its security holders, as soon as
            reasonably practicable, an earnings statement covering the period of
            at least twelve months, but not more than eighteen months, beginning
            with the first month after the effective date of the Registration
            Statement, which earnings statement shall satisfy the provisions of
            Section 11(a) of the Securities Act.

            5.2 It shall be a condition precedent to the obligations of the
Company to take any action pursuant to this Agreement that the Holders proposing
to register Registrable Securities shall furnish to the Company such information
regarding themselves, the Registrable Securities held by them, and their
intended method of distribution of such Registrable Securities as the Company
shall reasonably request and as shall be required in connection with the action
to be taken by the Company.

            5.3 In connection with the preparation and filing of each
registration statement under this Agreement, the Company will give the Holders
on whose behalf such Registrable Securities are to be registered and their
underwriters, if any, and their respective counsel and accountants, the
opportunity to review such registration statement, each prospectus included
therein or filed with the Commission, and each amendment thereof or supplement
thereto, and will give each such Holder such access to the Company's books and
records and such opportunities to discuss the business of the Company with its
officers, its counsel and the independent public accountants who have certified
the Company's financial statements, as shall be necessary, in the opinion of
such Holders or such underwriters or their respective counsel, in order to
conduct a reasonable and diligent investigation within the meaning of the
Securities Act.

     6. INDEMNIFICATION.

            6.1 INDEMNIFICATION BY THE COMPANY. The Company will indemnify each
Holder, each of its officers, directors and partners, and each person
controlling such Holder, with respect to which registration, qualification or
compliance has been effected pursuant to this Agreement, and each underwriter,
if any, and each Person who controls any underwriter, against all claims,
losses, damages and liabilities (or actions, proceedings or settlements in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any prospectus, offering
circular or other document (including any related registration statement,
notification or the like) incident to any such registration, qualification or
compliance, or based on any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any


                                       9
<PAGE>

violation by the Company of the Securities Act or any rule or regulation
thereunder applicable to the Company and relating to action or inaction required
of the Company in connection with any such registration, qualification or
compliance, and will reimburse each such Holder, each of its officers, directors
and partners, and each Person controlling such Holder, each such underwriter and
each Person who controls any such underwriter, for any legal and any other
expenses reasonably incurred in connection with investigating and defending or
settling any such claim, loss, damage, liability or action, provided that the
Company will not be liable in any such case to the extent that any such claim,
loss, damage, liability or expense arises out of or is based on any untrue
statement or omission made in reliance upon and based upon written information
furnished to the Company by such Holder or underwriter and stated to be
specifically for use therein.

            6.2 INDEMNIFICATION BY THE HOLDERS. Each Holder will, if Registrable
Securities held by him are included in the securities as to which such
registration, qualification or compliance is being effected, indemnify the
Company, each of its directors and officers and each underwriter, if any, of the
Company's securities covered by such a registration statement, each person who
controls the Company (other than such Holder) or such underwriter within the
meaning of the Securities Act and the rules and regulations thereunder, each
other such Holder and each of their officers, directors and partners, and each
Person controlling such Holder or other stockholder, against all claims, losses,
damages, expenses and liabilities (or actions in respect thereof) arising out of
or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any such registration statement, prospectus, offering circular
or other document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse the Company, each of its directors
and officers, each underwriter or control Person, each other Holder and each of
their officers, directors and partners and each Person controlling such Holder
or other stockholder for any legal or any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by such Holder and stated to be specifically for use
therein.

            6.3 NOTICES OF CLAIMS, PROCEDURES, ETC. Each party entitled to
indemnification under this Section 6 (the "Indemnified Party") shall give notice
to the party required to provide indemnification (the "Indemnifying Party")
promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom, provided
that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not be unreasonably withheld), and the
Indemnified Party may participate in such defense at the Indemnified Party's
sole expense, and provided further that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 6 unless such failure is prejudicial to the
ability of Indemnifying Party to defend such claim or action. Notwithstanding
the foregoing, such Indemnified Party shall have the right



                                       10
<PAGE>

to employ its own counsel in any such litigation, proceeding or other action if
(i) the employment of such counsel has been authorized by the Indemnifying
Party, in its sole and absolute discretion, or (ii) the named parties in any
such claims (including any impleaded parties) include any such Indemnified Party
and the Indemnified Party and the Indemnifying Party shall have been advised in
writing (in suitable detail) by counsel to the Indemnified Party either (A) that
there may be one or more legal defenses available to such Indemnified Party
which are different from or additional to those available to the Indemnifying
Party, or (B) that there is a conflict of interest by virtue of the Indemnified
Party and the Indemnifying Parties having common counsel, in any of which
events, the legal fees and expenses of a single counsel for all Indemnified
Parties with respect to each such claim, defense thereof, or counterclaims
thereto shall be borne by Indemnifying Party. No Indemnifying Party, in the
defense of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability
in respect to such claim or litigation. Each Indemnified Party shall cooperate
to the extent reasonably required and furnish such information regarding itself
or the claim in question as an Indemnifying Party may reasonably request in
writing and as shall be reasonably required in connection with defense of such
claim and litigation resulting therefrom.

     7. INFORMATION BY HOLDER. Each Holder of Registrable Securities shall
furnish to the Company such information regarding such Holder and the
distribution proposed by such Holder as the Company may reasonably request in
writing and as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Agreement.

     8. TRANSFER OR ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the
Company to register securities granted by the Company under this Agreement may
be transferred or assigned by a Holder to a transferee or assignee of any
Registrable Securities; provided that the Company is given written notice at or
prior to the time of said transfer or assignment, stating the name and address
of said transferee or assignee and identifying the securities with respect to
which such registration rights are being transferred or assigned; and provided
further that the transferee or assignee of such rights assumes in writing the
obligations of a Holder under this Agreement to the Company and other Holders in
effect at the time of transfer under all effective agreements.

     9. EXCHANGE ACT COMPLIANCE. So long as the Company remains subject to the
reporting requirements of the Exchange Act, the Company shall file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the Commission thereunder, and will take all
actions reasonably necessary to enable holders of Registrable Securities to sell
such securities without registration under the Securities Act within the
limitation of the provisions of (a) Rule 144 under the Securities Act, as such
Rule may be amended from time to time, (b) Rule 144A under the Securities Act,
as such Rule may be amended from time to time, if applicable or (c) any similar
rules or regulations hereunder adopted by the Commission. Upon the request of
any Holder of Registrable Securities, the Company will deliver to such Holder a
written statement as to whether it has complied with such requirements.

                                       11
<PAGE>

     10. NO CONFLICT OF RIGHTS. The Company will not hereafter enter into any
agreement with respect to its securities which is inconsistent with the rights
granted to the Holders in this Agreement. Without limiting the generality of the
foregoing, the Company will not hereafter enter into any agreement with respect
to its securities which grants or modifies any existing agreement with respect
to its securities to grant to the holder of its securities in connection with an
incidental registration of such securities equal or higher priority to the
rights granted to the Holders under Sections 2 and 3 of this Agreement.

     11. LOCKUP AGREEMENT. In consideration for the Company agreeing to its
obligations hereunder, the Holders of Registrable Securities agree in connection
with any registration of the Company's securities pursuant to Section 3 hereof
that, upon the request of the Company not to sell, make any short sale of, loan,
grant any option for the purchase of or otherwise dispose of any Registrable
Securities (other than those shares included in such registration) without the
prior written consent of the Company for such period of time (not to exceed 180
days) from the effective date of such registration as the Company may specify;
provided, however, that all holders of 5% or more of the Company's securities
and all directors and officers shall be subject to the restrictions set forth in
this Section 11.

     12. BENEFITS OF AGREEMENT; SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns, legal representatives and heirs. This
Agreement does not create, and shall not be construed as creating, any rights
enforceable by any other Person.

     13. COMPLETE AGREEMENT. This Agreement constitutes the complete
understanding among the parties with respect to its subject matter and
supersedes all existing agreements and understandings, whether oral or written,
among them. No alteration or modification of any provisions of this Agreement
shall be valid unless made in writing and signed, on the one hand, by the
Holders of a majority of the Registrable Securities then outstanding and, on the
other, by the Company.

     14. SECTION HEADINGS. The section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

     15. NOTICES. All notices, offers, acceptances and other communications
required or permitted to be given or to otherwise be made to any party to this
Agreement shall be deemed to be sufficient if contained in a written instrument
delivered by hand, first class mail (registered or certified, return receipt
requested), telecopier or overnight air courier guaranteeing next day delivery,
if to the Company, at 1810 Chapel Avenue West, Suite 130, Cherry Hill, New
Jersey 08002, Attention: Chief Executive Officer, with a copy to Pryor Cashman
Sherman & Flynn LLP, 410 Park Avenue, New York, New York 10022, Attention: Eric
M. Hellige, Esq., and if to any Holder, at the address of such Holder as set
forth in the stock transfer books of the Corporation.

                                       12
<PAGE>

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and the next business day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.
Any party may change the address to which each such notice or communication
shall be sent by giving written notice to the other parties of such new address
in the manner provided herein for giving notice.

     16. GOVERNING LAW. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Nevada without giving
effect to the provisions, policies or principles thereof respecting conflict or
choice of laws.

     17. COUNTERPARTS. This Agreement may be executed in one or more
counterparts each of which shall be deemed an original but all of which taken
together shall constitute one and the same agreement.

     18. SEVERABILITY. Any provision of this Agreement which is determined to be
illegal, prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such illegality, prohibition or
unenforceability without invalidating the remaining provisions hereof which
shall be severable and enforceable according to their terms and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

     IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
first set forth above.

                                 FRONT PORCH DIGITAL, INC.



                                 By: /s/ TIM PETRY
                                     ------------------------------
                                      Name:  Tim Petry
                                      Title: Chief Financial Officer

                                 STORAGE TECHNOLOGY CORPORATION



                                 By: /s/ MARK D. MCGREGOR
                                     ------------------------------
                                      Name:  Mark D. McGregor
                                      Title: Vice President and
                                             Corporate Treasurer


                                       13
</TEXT>
</DOCUMENT>
