Exhibit 3.3

INSIGHTFUL CORPORATION

EMPLOYMENT AGREEMENT REGARDING TERMINATION

|Insightful
  Corporation (Insightful), a Delaware corporation located at 1700 Westlake
  Avenue North, Suite 500, Seattle, WA 98109, and Richard P. Barber (Barber), enter this Insightful
  Corporation Employment Agreement Regarding Termination (this Agreement)
  effective as of July 26, 2004.
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|Barber
  agrees to perform the functions and responsibilities of Chief Financial
  Officer and other executive duties as an Insightful executive team member for
  the purpose of achieving the long-term successful growth of Insightful.                                                                 
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|Compensation
  to Barber has been established in the Offer of Employment Letter dated July
  19, 2004.  For purposes of this
  Agreement, compensation refers to salary, bonus based on Barbers
  performance, and initial stock options.                                                                 
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 5. | Miscellaneous        
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|This
  Agreement shall be governed by the internal laws of the State of Washington
  without giving effect to provisions thereof related to choice of laws or
  conflict of laws.  If any part of this
  Agreement is held to be unenforceable, it shall not affect any other
  part.  If any part of this Agreement
  is held to be unenforceable as written, it shall be enforced to the maximum
  extent allowed by applicable laws. 
  This Agreement shall survive the termination of Barbers employment,
  however caused.  The waiver of any
  breach of this agreement or failure to enforce any provision of this
  Agreement shall not waive any later breach.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 6. | Arbitration of Claims
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|Insightful
  and Barber mutually consent to the resolution by arbitration of all claims or
  controversies (claims), whether or not arising out of Barbers employment
  (or termination), that Insightful may have against Barber or that Barber may
  have against Insightful or against its officers, directors, employees or
  agents.  (Claims that Barber my have
  for workers compensation or unemployment compensation benefits are not
  covered by this Agreement).  Insightful
  and Barber agree that, except as provided in this Agreement, any arbitration
  shall be in accordance with the then-current Model Employment arbitration
  Procedures of the American arbitration Association (AAA).  The arbitrator shall apply the substantive
  law (and the law of remedies, if applicable) of the State of Washington or
  federal law or both, as applicable to the claim(s) asserted.  Except as otherwise provided in this
  Agreement, both Insightful and Barber agree that neither shall initiate or
  prosecute any lawsuit or administrative action in any way related to any
  claim covered by this Agreement. 
  Insightful and Barber shall equally share the fees and cost of the
  Arbitrator.
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|The
  parties have executed this Agreement as of the Date first set forth above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

|                                   | INSIGHTFUL                          
|---------------------------------- | --------------------------------------
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|                                   | INSIGHTFUL CORPORATION                
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|                                   | By: /s/ Jeffrey E. Coombs             
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|                                   | Jeffrey
  E. Coombs, President and CEO
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|BARBER                           |                                       
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|RICHARD P. BARBER, an
  individual |                                       
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|By: /s/ Richard P. Barber          |                                       
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|Richard
  P. Barber                |                                       
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APPENDIX A

For
purposes of this Agreement, a Change of Control shall mean:

(a)          A
Board Change
that, for purposes of this Agreement, shall have occurred if a majority
(excluding vacant seats) of the seats on the Board are occupied by individuals
who were neither (i) nominated by a majority of the Incumbent Directors nor
(ii) appointed by directors so nominated. 
An Incumbent
Director is a member of the Board who has been either (i)
nominated by a majority of the directors of the Company then in office or (ii)
appointed by directors so nominated, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of either an
actual or threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended (the Exchange
Act)) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person (as hereinafter defined) other than the
Board; or

(b)          The
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) (a Person) of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of (i) thirty
three percent (33%) or more of either (A) the then outstanding shares of Common
Stock of the Company (the Outstanding
Company Common Stock) or (B) the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally in
the election of directors (the Outstanding Company Voting Securities); provided,
however, that the following acquisitions shall not constitute a Change of
Control:  (x) any acquisition by the
Company, (y) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company, or (z) any acquisition by any corporation pursuant to a
reorganization, merger or consolidation, if, following such reorganization,
merger or consolidation, the conditions described in clauses (i), (ii) and
(iii) of subsection (c) of this Appendix A are satisfied; or

(c)          Approval
by the shareholders of the Company of a reorganization, merger or consolidation,
in each case, unless, immediately following such reorganization, merger or
consolidation, (i) more than forty percent (40%) of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation and the combined voting power of the
then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all the individuals and entities who were
the beneficial owners, respectively, of the Outstanding Company Common Stock
and the Outstanding Company Voting Securities immediately prior to such
reorganization, merger or consolidation in substantially the same proportion as
their ownership immediately prior to such reorganization, merger or
consolidation of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities, as the case may be, (ii) no Person (excluding the
Company, any employee benefit plan (or related trust) of the Company or such
corporation resulting from such reorganization, merger or consolidation and any
Person beneficially owning, immediately prior to such reorganization, merger or
consolidation, directly or indirectly, thirty-three percent (33%) or more of
the Outstanding Company Common Stock or the Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or indirectly,
thirty-three percent (33%) or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such reorganization,
merger or consolidation or the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the
election of directors, and (iii) at least fifty percent (50%) of the members of
the board of directors of the corporation resulting from such reorganization,
merger or consolidation were the Incumbent Directors at the time of the
execution of the initial agreement providing for such reorganization, merger or
consolidation.

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