EXHIBIT 4.1

TO:               Dr. Giancarlo Gaggero ("Gaggero")
                  and
                  Data Strategies International, Inc. ("DSI")

DATE:             March 18, 2004

SUBJECT:          TERMINATION AND SHARE TRANSFER AGREEMENT ("Agreement")

This notice contains certain  important  information  associated with the formal
termination and separation from Front Porch Digital Inc. ("FPDI") and the formal
termination of services for, FPDI.  Your  respective  signatures are evidence of
your respective acceptance of this Agreement.

DELIVERY OF SHARES TO GAGGERO:  In consideration and satisfaction in full of all
past employment  and/or  consulting  compensation for services Gaggero performed
for FPDI and any and all unpaid  salary or vacation pay owing to Gaggero by FPDI
on the date hereof, FPDI will issue Gaggero 1,433,334 shares of freely tradable,
unrestricted  common stock of FPDI (based upon an agreed price of fifteen  cents
($0.15) per share)  within ten (10) business days of the earlier to occur of (a)
the date of  execution of this  Agreement,  or (b) the date of execution of that
certain Compromise  Settlement Agreement ("CSA") entered into by and among FPDI,
Gaggero, DSI, and others.

DELIVERY OF SHARES TO DSI: In consideration and satisfaction in full of all past
consulting  compensation  for  services DSI  performed  for FPDI and any and all
unpaid salary or vacation pay owing to DSI by FPDI on the date hereof, FPDI will
issue DSI 400,000 shares of freely tradable,  unrestricted  common stock of FPDI
(based upon an agreed price of fifteen  cents ($0.15) per share) within ten (10)
days of the earlier to occur of (a) the date of execution of this Agreement., or
(b) the date of execution of the CSA.

COMPANY  PROPERTY:  Gaggero and DSI are  required  to return all FPDI  property,
including files,  documents,  computer software,  remote computer access tokens,
company credit cards,  company  telephone codes,  building or equipment keys and
any other  equipment.  If  Gaggero or DSI  subscribed  to any  Internet  on-line
services, such as newsletters or other updates,  Gaggero and DSI are responsible
for canceling said  subscriptions.  If Gaggero or DSI discover any FPDI property
in their possession in the future, please promptly return it to Human Resources.

                  [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY.]



Signatures:



FRONT PORCH DIGITAL, INC.



/s/ Michael Knaisch                                    March 31, 2004
-------------------------------------                  ---------------------
Michael Knaisch, CEO                                          Date



DR. GIANCARLO GAGGERO



/s/ Giancarlo Gaggero                                  March 19, 2004
--------------------------------------------           ---------------------
Dr. Giancarlo Gaggero                                         Date



DATA STRATEGIES INTERNATIONAL, INC.



By:/s/ Jeanne Gaggero                                  March 19, 2004
   -----------------------------------------           ---------------------
   Name: Jeanne Gaggero                                     Date
   Title: President






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