AMENDMENT NO. 1
                                       TO
                           LOAN AND SECURITY AGREEMENT

     THIS  AMENDMENT  NO. 1 TO LOAN AND SECURITY AGREEMENT (the "AMENDMENT"), is
entered  into  this  28th  day  of  March,  2003,  by  and  between  INSIGHTFUL
CORPORATION,  a  Delaware  corporation  ("BORROWER"),  and  SILICON VALLEY BANK,
("BANK").  Capitalized  terms used herein without definition shall have the same
meanings  given  them  in  the  Loan  Agreement  (as  defined  below).

                                    RECITALS

     A.     Borrower  and  Bank have entered into that certain Loan and Security
Agreement  dated  as of March 29, 2002 (the "LOAN AGREEMENT"), pursuant to which
the Bank has agreed to extend and make available to Borrower certain advances of
money.

     B.     Borrower  desires  that Bank (1) make additional Equipment Advances,
(2)  reduce  the Unfunded Capital Expenditures to be maintained by Borrower, and
(3) extend the Revolving Maturity Date, upon the terms and conditions more fully
set  forth  herein.

     C.     Subject  to  the  representations and warranties of Borrowers herein
and  upon  the terms and conditions set forth in this Amendment, Bank has agreed
to  make such additional advances and is willing to so amend the Loan Agreement.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing Recitals and intending to
be  legally  bound,  the  parties  hereto  agree  as  follows:

     1.   AMENDMENTS  TO  LOAN  AGREEMENT.

          1.1     SECTION  2.1.4 (EQUIPMENT ADVANCES). SECTIONS 2.1.4(A) and (B)
of  the  Loan  Agreement  are  amended  by  replacing  the text thereof with the
following:

          (A)  At  any  time  from  the  date  hereof  through  the  Tranche  A
     Availability  End  Date,  Tranche  C  Availability  End  Date, or Tranche D
     Availability  End  Date,  as  applicable,  Bank  agrees to make advances to
     Borrower  in  three  tranches,  Tranche  A  Equipment  Advances,  Tranche C
     Equipment  Advances,  and  Tranche D Equipment Advances (each an "EQUIPMENT
     ADVANCE"  and collectively, the "EQUIPMENT ADVANCES"). Borrower may request
     a Tranche A Equipment Advance at any time from the Closing Date through and
     until  the  earlier to occur of (a) the Tranche A Availability End Date and
     (b)  the  termination  of  Bank's  obligation  to advance money pursuant to
     Section  9.1(b).  Borrower may request a Tranche C Equipment Advance at any
     time  from the Effective Date through and until the earlier to occur of (a)
     the  Tranche  C  Availability  End  Date  and (b) the termination of Bank's
     obligation  to  advance  money  pursuant  to  Section  9.1(b). Borrower may
     request  a  Tranche  D  Equipment  Advance  at  any time from the Tranche C
     Availability  End  Date  through  and until the earlier to occur of (a) the
     Tranche  D  Availability  End  Date  and  (b)  the  termination  of  Bank's
     obligation  to  advance  money  pursuant  to Section 9.1(b) (the "TRANCHE D


<PAGE>
     AVAILABILITY  PERIOD").  The  aggregate  outstanding  amount  of  Tranche C
     Equipment  Advances  and Tranche D Equipment Advances shall not at any time
     exceed  the  Committed  Equipment  Line. The Equipment Advances may only be
     used  to  finance  or refinance Eligible Equipment purchased on or after 90
     days  before  the date of each Equipment Advance and may not exceed 100% of
     the  corresponding invoice. Notwithstanding the foregoing, Borrower may use
     up  to  25%  of  each  Equipment  Advance  to finance transferable software
     licenses,  leasehold  improvements  and  soft  costs  relating  to Eligible
     Equipment  (including  sales  tax,  shipping, warranty charges, freight and
     installation  expenses).

          (b)  Interest  accrues  from the date of each Equipment Advance at the
     rate specified in Section 2.3(a) and is payable monthly through the Tranche
     A Equipment Maturity Date (with respect to Tranche A Equipment Advances) or
     the  Equipment  Maturity Date (with respect to Tranche C Equipment Advances
     and  Tranche  D  Equipment  Advances).

               (i)  TRANCHE  A  EQUIPMENT  ADVANCES.  Any Tranche  A  Equipment
     Advances  that are outstanding on the Tranche A Availability End Date shall
     be  due  and  payable  in  42  equal monthly installments of principal plus
     interest, beginning on the first day of the month immediately following the
     Tranche  A  Availability  End Date, and continuing on the first day of each
     month  thereafter  through  the Tranche A Equipment Maturity Date, at which
     time  all amounts due in connection with Tranche A Equipment Advances shall
     be  immediately  due  and  payable.

               (ii)     TRANCHE  C  EQUIPMENT  ADVANCES. Any Tranche C Equipment
     Advances  that are outstanding on the Tranche C Availability End Date shall
     be  due  and  payable  in  42  equal monthly installments of principal plus
     interest, beginning on the first day of the month immediately following the
     Tranche  C  Availability  End Date, and continuing on the first day of each
     month  thereafter  through  the  Equipment Maturity Date, at which time all
     amounts  due  in  connection  with  Tranche  C  Equipment Advances shall be
     immediately  due  and  payable.

               (iii)     TRANCHE  D  EQUIPMENT ADVANCES. Any Tranche D Equipment
     Advances  that are outstanding on the Tranche D Availability End Date shall
     be  due  and  payable  in  36  equal monthly installments of principal plus
     interest, beginning on the first day of the month immediately following the
     Tranche  D  Availability  End Date, and continuing on the first day of each
     month  thereafter  through  the  Equipment Maturity Date, at which time all
     amounts  due  in  connection  with  Tranche  D  Equipment Advances shall be
     immediately  due  and  payable.

          1.2      SECTION 6.7  (FINANCIAL  COVENANTS).   SECTION  6.7(B) of the
Loan  Agreement  is  amended  by  replacing the text thereof with the following:

          (b)  MAXIMUM  UNFUNDED  CAPITAL  EXPENDITURES.  Borrower's  Unfunded
     Capital  Expenditures  shall  not  exceed  $1,500,000 in any calendar year.


                                        2
<PAGE>
          1.3     SECTION  13  (AMENDED  DEFINITIONS).  The following terms and
their respective definitions set forth in SECTION 13.1 of the Loan Agreement are
amended  in  their  entirety  and  replaced  with  the  following:

          (a)  "COMMITTED  EQUIPMENT  LINE"  is  a  Credit  Extension  of  up to
     $750,000.

          (b)  "EQUIPMENT  MATURITY  DATE"  is  March  27,  2007.

          (c)  "REVOLVING  MATURITY  DATE"  is  March  27,  2004.

          (d)  "TRANCHE  A  EQUIPMENT ADVANCE" or "TRANCHE A EQUIPMENT ADVANCES"
     is  a  loan  advance  (or advances) under the Tranche A Committed Equipment
     Line  in  an  amount not to exceed the amount available under the Tranche A
     Committed  Equipment  Line.

          1.4     SECTION  13  (DELETED  DEFINITIONS). SECTION 13.1 of the  Loan
Agreement  is  amended  by  deleting  the  following  terms and their respective
definitions  in  their  entirety  from  such  Section:

          (a)  "TRANCHE  B  EQUIPMENT ADVANCE" or "TRANCHE B EQUIPMENT ADVANCES"

          (b)  "TRANCHE  B  AVAILABILITY  END  DATE"

          1.5     SECTION  13 (ADDITIONAL DEFINITIONS)  SECTIO  13.1 of the Loan
Agreement  is  amended  by  inserting  the  following terms and their respective
definitions  in  the  proper  alphabetical  order  of  such  Section:

          (a)  "EFFECTIVE  DATE"  is  March  28,  2003.

          (b)  "TRANCHE  A COMMITTED EQUIPMENT LINE" is a Credit Extension of up
     to  $450,000.

          (c)  "TRANCHE  A  EQUIPMENT  MATURITY  DATE"  is  March  28,  2006.

          (d)  TRANCHE  C  AVAILABILITY  END  DATE"  means  September  27, 2003.

          (e)  "TRANCHE  C  EQUIPMENT ADVANCE" or "TRANCHE C EQUIPMENT ADVANCES"
     is  a  loan  advance (or advances) under the Committed Equipment Line in an
     amount  not  to  exceed  the amount available under the Committed Equipment
     Line.

          (f)  "TRANCHE  D  AVAILABILITY  END  DATE"  means  March  27,  2004.

          (g)  "TRANCHE  D  EQUIPMENT ADVANCE" or "TRANCHE D EQUIPMENT ADVANCES"
     is  a  loan  advance (or advances) under the Committed Equipment Line drawn
     during  the  Tranche  D  Availability Period in an amount not to exceed the
     lesser  of  (a) the amount available under the Committed Equipment Line and
     (b)  $375,000.

          1.6     EXHIBIT D,  "COMPLIANCE  CERTIFICATE" of the Loan Agreement is
     hereby amended by deleting it in its entirety and replacing it with Exhibit
                                                                         -------
     A  attached hereto.
     -


                                        3
<PAGE>
     2.   BORROWER'S  REPRESENTATIONS  AND  WARRANTIES.  Borrower  represents
and  warrants  that:

          (a)  immediately  upon  giving  effect  to  this  Amendment  (i)  the
representations  and  warranties  contained  in  the  Loan  Documents  are true,
accurate  and complete in all material respects as of the date hereof (except to
the  extent  such  representations  and warranties relate to an earlier date, in
which  case  they  are  true  and correct as of such date), and (ii) no Event of
Default  has  occurred  and  is  continuing;

          (b)  Borrower  has  the  corporate  power and authority to execute and
deliver  this Amendment and to perform its obligations under the Loan Agreement,
as  amended  by  this  Amendment;

          (c)  the certificate of incorporation, bylaws and other organizational
documents  of  Borrower  delivered  to  Bank  on  the  Closing Date remain true,
accurate  and  complete  and have not been amended, supplemented or restated and
are  and  continue  to  be  in  full  force  and  effect;

          (d)  the  execution and delivery by Borrower of this Amendment and the
performance  by Borrower of its obligations under the Loan Agreement, as amended
by  this  Amendment, have been duly authorized by all necessary corporate action
on  the  part  of  Borrower;  and

          (e)  this  Amendment  has  been  duly  executed  and  delivered by the
Borrower  and  is  the binding obligation of Borrower, enforceable against it in
accordance  with  its  terms,  except  as  such enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar
laws  of  general  application and equitable principles relating to or affecting
creditors'  rights.

          3.   LIMITATION.  The  amendments set forth in this Amendment shall be
limited  precisely  as  written  and  shall  not be deemed (a) to be a waiver or
modification  of  any  other  term  or condition of the Loan Agreement or of any
other  instrument  or agreement referred to therein or to prejudice any right or
remedy  which Bank may now have or may have in the future under or in connection
with  the  Loan Agreement or any instrument or agreement referred to therein; or
(b)  to  be  a  consent to any future amendment or modification or waiver to any
instrument  or  agreement  the  execution  and delivery of which is consented to
hereby,  or  to any waiver of any of the provisions thereof. Except as expressly
amended  hereby,  the  Loan  Agreement  shall continue in full force and effect.

     4.   EFFECTIVENESS.  This  Amendment  shall  become  effective  upon  the
satisfaction  of  all  the  following  conditions  precedent:

          4.1  AMENDMENT.  Borrower  and  Bank  shall  have  duly  executed  and
delivered  this  Amendment  to  Bank.

          4.2  PAYMENT  OF  COMMITTED  REVOLVING  LINE  COMMITMENT FEE. Borrower
shall  have  paid  to  Bank  a fully-earned, non-refundable fee in the amount of
$8,750  on  or before the Effective Date with respect to the Committed Revolving
Line.


                                        4
<PAGE>
          4.3  PAYMENT  OF  COMMITTED  EQUIPMENT  LINE  COMMITMENT FEE. Borrower
shall  have  paid  to  Bank  a fully-earned, non-refundable fee in the amount of
$1,875  on  or before the Effective Date with respect to the Committed Equipment
Line.

          4.4  PAYMENT  OF  BANK  EXPENSES.  Borrower  shall  have paid all Bank
Expenses  (including  all  reasonable  attorneys'  fees and reasonable expenses)
incurred  through  the  date  of  this  Amendment.

     5.   COUNTERPARTS.  This  Amendment  may  be  signed  in  any  number  of
counterparts, and by different parties hereto in separate counterparts, with the
same  effect  as  if  the signatures to each such counterpart were upon a single
instrument.  All  counterparts  shall  be  deemed an original of this Amendment.

     6.   INTEGRATION.  This  Amendment  and  any  documents  executed  in
connection  herewith or pursuant hereto contain the entire agreement between the
parties  with  respect  to  the  subject  matter  hereof and supersede all prior
agreements,  understandings,  offers  and  negotiations,  oral  or written, with
respect  thereto  and  no extrinsic evidence whatsoever may be introduced in any
judicial  or  arbitration  proceeding,  if any, involving this Amendment; except
that  any  financing statements or other agreements or instruments filed by Bank
with  respect  to  Borrowers  shall  remain  in  full  force  and  effect.

     7.   GOVERNING  LAW.  THIS  AMENDMENT  SHALL  BE  GOVERNED  BY AND SHALL BE
CONSTRUED  AND  ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON.

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Amendment to be
executed  as  of  the  date  first  written  above.

BORROWER:                       INSIGHTFUL CORPORATION, a Delaware
                                corporation

                                By:_____________________________________________
                                Printed Name:___________________________________
                                Title:__________________________________________



BANK:                           SILICON VALLEY BANK


                                By:_____________________________________________
                                Printed Name:___________________________________
                                Title:__________________________________________


                                        5
<PAGE>
                                    Exhibit A
                                    ---------

                                    EXHIBIT D
                             COMPLIANCE CERTIFICATE
TO:     SILICON  VALLEY  BANK
        701 PIKE STREET, SUITE 1625
        SEATTLE,  WA  98101

FROM:   INSIGHTFUL  CORPORATION

The  undersigned  authorized  officer  of  INSIGHTFUL  CORPORATION  ("Borrower")
certifies that under the terms and conditions of the Loan and Security Agreement
between  Borrower  and  Bank  (the  "Agreement"),  (i)  Borrower  is in complete
compliance  for  the  period  ending _______________ with all required covenants
except  as  noted  below  and  (ii)  all  representations  and warranties in the
Agreement  are true and correct in all material respects on this date.  Attached
are  the required documents supporting the certification.  The Officer certifies
that  these  are  prepared  in  accordance  with  Generally  Accepted Accounting
Principles  (GAAP)  consistently  applied  from one period to the next except as
explained in an accompanying letter or footnotes.  The Officer acknowledges that
no  borrowings  may  be  requested  at  any  time  or date of determination that
Borrower  is  not in compliance with any of the terms of the Agreement, and that
compliance  is  determined  not  just at the date this certificate is delivered.

PLEASE  INDICATE  COMPLIANCE  STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN.

<TABLE>
<CAPTION>
REPORTING COVENANT                  REQUIRED                           COMPLIES
----------------------------------  ---------------------------------  --------
<S>                                 <C>                                <C>
Monthly financial statements + CC   Monthly within 20 days              Yes  No

Annual (Audited)                    FYE within 90 days                  Yes  No

Forms 10-K and 10-Q and
shareholder notices                 10 days after delivery to SEC or
                                    shareholders  Yes  No

A/R & A/P Agings                    Monthly within 20 days              Yes  No

Borrowing Base Certificate          Monthly within 20 days              Yes  No
</TABLE>



<TABLE>
<CAPTION>
FINANCIAL COVENANT                 REQUIRED        ACTUAL      COMPLIES
------------------------------  --------------  -------------  --------
<S>                             <C>             <C>            <C>
MAINTAIN ON A QUARTERLY BASIS:

Net Loss                        Not to exceed
                                $    1,000,000  $____________  Yes  No

MAINTAIN ON A YEARLY BASIS:

Unfunded Capital Expenditures   Not to exceed
                                $    1,500,000  $____________  Yes  No
</TABLE>


Have  there  been  updates  to Borrower's intellectual property, if appropriate?
Yes  /  No


<PAGE>
COMMENTS  REGARDING  EXCEPTIONS:  See  Attached.   -----------------------------
                                                           BANK USE ONLY

Sincerely,                                         Received by:_________________
                                                               AUTHORIZED SIGNER


                                                   Date:________________________
INSIGHTFUL  CORPORATION
                                                   Verified:____________________
________________________________________                       AUTHORIZED SIGNER
Signature
                                                   Date:________________________
________________________________________
Title                                              Compliance Status:  Yes   No
                                                   -----------------------------
________________________________________
Date


                                        7
<PAGE>