Exhibit 4.2

                            FRONT PORCH DIGITAL, INC.
                         PROMISSORY NOTE DUE MAY 1, 2004

PRINCIPLE AMOUNT : US$ 160,000                                DATE: MAY 1, 2003


     FOR VALUE  RECEIVED,  the  undersigned  maker,  FRONT PORCH  DIGITAL INC, a
NEVADA corporation (the "Borrower"),  hereby unconditionally  promises to pay to
order of BRIOLETTE  INVESTMENTS  LIMITED,  a British Virgin  Islands  company at
Suite 141 6200 McKay  Avenue Box 884  Burnaby,  British  Columbia V5H 4M9 Canada
("Lender"),  the outstanding  principal  amount of ONE HUNDRED SIXTY THOUSAND US
DOLLARS  ($160,000),  in same day funds in TWELVE EQUAL MONTHLY  INSTALLMENTS OF
$13,333.33 PAYABLE ON THE 1ST DAY OF EACH MONTH, BEGINNING MAY 1, 2003, WITH THE
FINAL PAYMENT ON MAY 1, 2004 (THE "MATURITY DATE").

     Interest shall accrue on the unpaid  principal amount of this Note from the
date of this Note at an annual  rate  equal to 9%  (simple  interest).  Interest
shall be calculated on the basis of a 360-day year for the actual number of days
elapsed and shall be payable on the Maturity Date.

     Whenever  any payment on this Note shall be stated to be due on a day which
is not a  business  day,  such  payment  shall  be made on the  next  succeeding
business day and such extension of time shall be included in the  computation of
the payment of interest on this Note.

     The  Company  shall  have the  right,  at any time and from time to time to
prepay all or any part of the outstanding  principal amount and accrued interest
of this Convertible Note without penalty or premium.

     If at any time (i) there occurs a default in the payment by the Borrower of
principal or interest  pursuant to this Note,  (ii) the  Borrower is  dissolved,
becomes insolvent under any law,  suspends its present business,  or agrees to a
merger,  bulk sale or transfer of all or substantially all of its assets,  (iii)
the Borrower  commences or has commenced against it any bankruptcy or insolvency
proceeding or has a trustee or receiver  appointed for it or its assets, or (iv)
there  occurs a  default  in the  performance  of any  other  obligation  of the
Borrower  under this Note,  (collectively,  a "Default"),  the Lender shall give
written  notice  thereof to the  Borrower;  PROVIDED,  HOWEVER,  that,  upon the
occurrence of an event  specified in clauses (i), (ii) or (iii) above, no notice
shall be required.  Immediately  upon the  occurrence  of an event  specified in
clauses (i),  (ii) or (iii) above,  or  immediately  upon the Lender  giving the
Borrower  notice  regarding the occurrence of an event  specified in clause (iv)
above,  the Lender shall be entitled to retain any and all  payments  previously
made  pursuant  to this Note and all amounts  owing  pursuant to this Note shall
immediately become due and payable.  In the event a default occurs, the interest
rate on the note  shall  be  increased  to 18% or the  maximum  allowed  by law,
whichever is less.



     All rights and  remedies of the Lender under  applicable  law and this Note
are cumulative and not exclusive.  No single, partial or delayed exercise by the
Lender of any right or remedy  shall  preclude  full and timely  exercise by the
Lender  at any time of any  right or remedy of the  Lender  without  notice.  No
waiver shall be effective unless made specifically in writing by the Lender.

     This Note may not be changed or terminated orally. This Note shall bind the
successors and assigns of the  undersigned and shall enure to the benefit of the
Lender and his heirs, legal representatives, successors and assigns.

     Each provision of this Note shall survive until all amounts due are paid to
Lender's  satisfaction  and are not subject to any preference  period,  shall be
interpreted  as consistent  with existing law and shall be deemed amended to the
extent  necessary  to comply  with any  conflicting  law.  If a court  deems any
provision invalid,  the remainder of this Note shall remain in effect.  Singular
number  includes  plural and neuter  gender  includes  masculine and feminine as
appropriate.

     This Note shall be governed by, and construed an  interpreted in accordance
with, the laws of the State of New York,  without regard to its conflicts of law
provisions.

     IN WITNESS  WHEREOF,  the  Borrower has caused this Note to be executed and
delivered as of the day and year and at the place first above written.

                                            By:      /s/ MATTHEW RICHMAN
                                               ---------------------------------
                                                Matthew Richman
                                                Chief Financial Officer

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