EXHIBIT 10.2

                          LOAN AND SECURITY AGREEMENT


                                 BY AND BETWEEN

                             INSIGHTFUL CORPORATION

                                       AND

                               SILICON VALLEY BANK

                                 MARCH 29, 2002


<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                PAGE

<S> <C>                                                          <C>
1.   ACCOUNTING AND OTHER TERMS . . . . . . . . . . . . . . . .   1

2.   LOAN AND TERMS OF PAYMENT. . . . . . . . . . . . . . . . .   1

     2.1     Promise to Pay.. . . . . . . . . . . . . . . . . .   1

     2.2     Overadvances . . . . . . . . . . . . . . . . . . .   3

     2.3     Interest Rate, Payments. . . . . . . . . . . . . .   4

     2.4     Fees . . . . . . . . . . . . . . . . . . . . . . .   4

3.   CONDITIONS OF LOANS. . . . . . . . . . . . . . . . . . . .   5

     3.1     Conditions Precedent to Initial Credit Extension..   5

     3.2     Conditions Precedent to all Credit Extensions. . .   5

4.   CREATION OF SECURITY INTEREST. . . . . . . . . . . . . . .   5

     4.1     Grant of Security Interest . . . . . . . . . . . .   5

5.   REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . .   6

     5.1     Due Organization and Authorization . . . . . . . .   6

     5.2     Collateral . . . . . . . . . . . . . . . . . . . .   6

     5.3     Litigation . . . . . . . . . . . . . . . . . . . .   6

     5.4     No Material Adverse Change in Financial Statements   7

     5.5     Solvency . . . . . . . . . . . . . . . . . . . . .   7

     5.6     Regulatory Compliance. . . . . . . . . . . . . . .   7

     5.7     Subsidiaries . . . . . . . . . . . . . . . . . . .   7

     5.8     Full Disclosure. . . . . . . . . . . . . . . . . .   7

6.   AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . . . .   8

     6.1     Government Compliance. . . . . . . . . . . . . . .   8

     6.2     Financial Statements, Reports, Certificates. . . .   8

     6.3     Inventory; Returns . . . . . . . . . . . . . . . .   9

     6.4     Taxes. . . . . . . . . . . . . . . . . . . . . . .   9

     6.5     Insurance. . . . . . . . . . . . . . . . . . . . .   9

     6.6     Primary Accounts . . . . . . . . . . . . . . . . .   9

     6.7     Financial Covenants. . . . . . . . . . . . . . . .   9

     6.8     Registration of Intellectual Property Rights . . .  10

     6.9     Further Assurances . . . . . . . . . . . . . . . .  10


<PAGE>
                                TABLE OF CONTENTS

                                                                PAGE

7.   NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . .  10

     7.1     Dispositions . . . . . . . . . . . . . . . . . . .  10

     7.2     Changes in Business, Control or Business Locations  10

     7.3     Mergers, Acquisitions, or Reincorporations . . . .  10

     7.4     Indebtedness . . . . . . . . . . . . . . . . . . .  11

     7.5     Encumbrance. . . . . . . . . . . . . . . . . . . .  11

     7.6     Distributions; Investments . . . . . . . . . . . .  11

     7.7     Transactions with Affiliates . . . . . . . . . . .  11

     7.8     Subordinated Debt. . . . . . . . . . . . . . . . .  11

     7.9     Compliance . . . . . . . . . . . . . . . . . . . .  11

8.   EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . .  12

     8.1     Payment Default. . . . . . . . . . . . . . . . . .  12

     8.2     Covenant Default . . . . . . . . . . . . . . . . .  12

     8.3     Material Adverse Change. . . . . . . . . . . . . .  12

     8.4     Attachment . . . . . . . . . . . . . . . . . . . .  12

     8.5     Insolvency . . . . . . . . . . . . . . . . . . . .  12

     8.6     Other Agreements . . . . . . . . . . . . . . . . .  13

     8.7     Judgments. . . . . . . . . . . . . . . . . . . . .  13

     8.8     Misrepresentations . . . . . . . . . . . . . . . .  13

     8.9     Guaranty . . . . . . . . . . . . . . . . . . . . .  13

9.   BANK'S RIGHTS AND REMEDIES . . . . . . . . . . . . . . . .  13

     9.1     Rights and Remedies. . . . . . . . . . . . . . . .  13

     9.2     Power of Attorney. . . . . . . . . . . . . . . . .  14

     9.3     Accounts Collection. . . . . . . . . . . . . . . .  14

     9.4     Bank Expenses. . . . . . . . . . . . . . . . . . .  14

     9.5     Bank's Liability for Collateral. . . . . . . . . .  15

     9.6     Remedies Cumulative. . . . . . . . . . . . . . . .  15

     9.7     Demand Waiver. . . . . . . . . . . . . . . . . . .  15

10.  NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . .  15

11.  CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER . . . . . . . .  15


<PAGE>
                                TABLE OF CONTENTS

                                                                PAGE

12.  GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . .  16

     12.1     Successors and Assigns. . . . . . . . . . . . . .  16

     12.2     Indemnification . . . . . . . . . . . . . . . . .  16

     12.3     Time of Essence . . . . . . . . . . . . . . . . .  16

     12.4     Severability of Provision . . . . . . . . . . . .  16

     12.5     Amendments in Writing, Integration. . . . . . . .  16

     12.6     Counterparts. . . . . . . . . . . . . . . . . . .  16

     12.7     Survival. . . . . . . . . . . . . . . . . . . . .  17

     12.8     Confidentiality . . . . . . . . . . . . . . . . .  17

     12.9     Attorneys' Fees, Costs and Expenses . . . . . . .  17

     12.10     ORAL AGREEMENTS UNENFORCABLE . . . . . . . . . .  17

13.  DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . .  17

     13.1     Definitions . . . . . . . . . . . . . . . . . . .  17
</TABLE>


<PAGE>
     THIS  LOAN  AND  SECURITY  AGREEMENT, dated March 29, 2002, between SILICON
VALLEY  BANK  ("BANK"),  whose  address  is  3003  Tasman  Drive,  Santa  Clara,
California, 95054 and INSIGHTFUL CORPORATION ("BORROWER"), whose address is 1700
Westlake Avenue N., Suite 500, Seattle, Washington, 98109, provides the terms on
which  Bank  will  lend  to  Borrower and Borrower will repay Bank.  The parties
agree  as  follows:

1.   ACCOUNTING  AND  OTHER  TERMS

     Accounting  terms not defined in this Agreement will be construed following
GAAP.  Calculations  and  determinations  must  be made following GAAP. The term
"financial  statements"  includes the notes and schedules. The terms "including"
and "includes" always mean "including (or includes) without limitation," in this
or  any  Loan  Document.

2.   LOAN  AND  TERMS  OF  PAYMENT

     2.1  PROMISE  TO  PAY.

     Borrower  promises  to  pay  Bank the unpaid principal amount of all Credit
Extensions and interest on the unpaid principal amount of the Credit Extensions.

          2.1.1  REVOLVING  ADVANCES.

               (a)  Bank  will make Advances not exceeding (i) the lesser of (A)
the  Committed  Revolving  Line  or  (B)  the  Borrowing  Base  minus  (ii)  the
outstanding  principal  balance  of  the  Advances minus (iii) the amount of all
outstanding  Letters  of  Credit  (including  drawn  but unreimbursed Letters of
Credit)  and  minus  (iv)  all amounts for services utilized for Cash Management
Services. Amounts borrowed under this Section may be repaid and reborrowed until
the  Business  Day  immediately  preceding  the  Revolving  Maturity  Date.

               (b)  To obtain an Advance, Borrower must notify Bank by facsimile
or telephone by 12:00 p.m. Pacific time on the Business Day the Advance is to be
made.  Borrower must promptly confirm the notification by delivering to Bank the
Payment/Advance  Form  attached  as  Exhibit  B.  Bank  will  credit Advances to
Borrower's deposit account. Bank may make Advances under this Agreement based on
instructions  from  a  Responsible  Officer  or  his  or her designee or without
instructions if the Advances are necessary to meet Obligations which have become
due.  Bank may rely on any telephone notice given by a person whom Bank believes
is  a Responsible Officer or designee. Borrower will indemnify Bank for any loss
Bank  suffers  due  to  such  reliance.

               (c)  The  Committed  Revolving  Line  terminates on the Revolving
Maturity  Date,  when  all  Advances  are  immediately  due  and  payable.

               (d)  Bank's  obligation  to  lend  the undisbursed portion of the
Obligations will terminate if, in Bank's reasonable discretion, there has been a
material  adverse  change  in  the  general  affairs,  management,  results  of
operation,  condition  (financial  or otherwise) or the prospect of repayment of
the  Obligations,  or  there has been any material adverse deviation by Borrower
from the most recent business plan of Borrower presented to and accepted by Bank
prior  to  the  execution  of  this  Agreement.


                                        1
<PAGE>
               (e)  Subject  to Sections 2.1.2 and 2.1.3, Borrower shall use the
proceeds  of  the  Committed  Revolving  Line  to  finance  its  working capital
requirements.

          2.1.2  LETTERS  OF  CREDIT  SUBLIMIT.

               (a)  Bank  will  issue  or  have  issued  Letters  of  Credit for
Borrower's  account  not exceeding (i) the lesser of (A) the Committed Revolving
Line  or  (B) the Borrowing Base minus (ii) the outstanding principal balance of
the  Advances  minus  (iii)  the  amount  of  all  outstanding Letters of Credit
(including  drawn but unreimbursed Letters of Credit) and minus (iv) all amounts
for  services utilized for Cash Management Services; however, the face amount of
outstanding  Letters  of  Credit  (including  drawn  but unreimbursed Letters of
Credit),  together  with  all  amounts for services utilized for Cash Management
Services,  may  not  exceed  $500,000. Each Letter of Credit will have an expiry
date of no later than 180 days after the Revolving Maturity Date, but Borrower's
reimbursement  obligation will be secured by cash on terms acceptable to Bank at
any  time  after  the Revolving Maturity Date if such Revolving Maturity Date is
not  extended  by  Bank or if an Event of Default occurs and continues. Borrower
agrees  to  execute  any further documentation in connection with the Letters of
Credit  as  Bank  may  reasonably  request.

               (b) Prior to or simultaneously with the opening of each Letter of
Credit,  Borrower shall pay to Bank Bank's customary fees in connection with the
opening  of  a  letter  of  credit (the "LETTER OF CREDIT FEES").  The Letter of
Credit  Fees  shall  be  paid upon the opening of each Letter of Credit and upon
each anniversary thereof, if required.  In addition, Borrower shall pay to Bank,
for  its  own account, any and all additional issuance, negotiation, processing,
transfer  or other fees to the extent and as and when required by the provisions
of  any  application  for Letters of Credit.  All Letter of Credit Fees shall be
part  of  the  Obligations.

          2.1.3  CASH  MANAGEMENT  SERVICES  SUBLIMIT.

          Borrower  may use up to $500,000, minus the face amount of outstanding
Letters  of  Credit  (including  drawn  but unreimbursed Letters of Credit), for
Bank's  Cash  Management  Services,  which may include merchant services, direct
deposit  of payroll, business credit card, and check cashing services identified
in  various  cash  management  services agreements related to such services (the
"CASH  MANAGEMENT  SERVICES").  Such  aggregate  amounts  utilized  for  Cash
Management  Services  will at all times reduce the amount otherwise available to
be borrowed under the Committed Revolving Line.  Any amounts Bank pays on behalf
of Borrower or any amounts that are not paid by Borrower for any Cash Management
Services will be treated as Advances under the Committed Revolving Line and will
accrue  interest  at  the  rate  for  Advances.

          2.1.4  EQUIPMENT  ADVANCES.

               (a)  At  any  time  from  the  date  hereof through the Tranche A
Availability  End  Date  or Tranche B Availability End Date, as applicable, Bank
agrees  to  make  advances  to  Borrower  in  two  tranches, Tranche A Equipment
Advances  and  Tranche  B  Equipment  Advances  (each an "EQUIPMENT ADVANCE" and
collectively,  the  "EQUIPMENT  ADVANCES").  Borrower  may  request  a Tranche A
Equipment Advance at any time from the date hereof through and until the earlier
to  occur  of  (a)  the  Tranche  A  Availability  End  Date  and


                                        2
<PAGE>
(b)  the  termination  of Bank's obligation to advance money pursuant to Section
9.1(b).  Borrower may request a Tranche B Equipment Advance at any time from the
Tranche  A  Availability  End Date through and until the earlier to occur of (a)
the Tranche B Availability End Date and (b) the termination of Bank's obligation
to advance money pursuant to Section 9.1(b). The aggregate outstanding amount of
Tranche  A  Equipment Advances and Tranche B 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
Equipment  Maturity  Date.

                    (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 Equipment Maturity Date, at which time all amounts due in connection
with  Tranche  A  Equipment  Advances  shall  be  immediately  due  and payable.

                    (ii)  TRANCHE  B EQUIPMENT ADVANCES. Any Tranche B Equipment
Advances  that  are  outstanding on the Tranche B 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 B
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  B  Equipment  Advances  shall  be  immediately  due  and payable.

               (c)  Equipment  Advances  when  repaid  may  not  be  reborrowed.

               (d)  To  obtain  an  Equipment Advance, Borrower must notify Bank
(the notice is irrevocable) by facsimile no later than 12:00 p.m. Pacific time 1
Business Day before the day on which the Equipment Advance is to be made, unless
otherwise  agreed  to  by  Bank.  The  notice  in  the  form  of  Exhibit  B
(Payment/Advance  Form)  must be signed by a Responsible Officer or designee and
include  a  copy  of  the  invoice  for  the  Equipment  being  financed.

     2.2  OVERADVANCES.

     If  at any time Borrower's Obligations under Section 2.1.1, 2.1.2 and 2.1.3
exceed  the  lesser  of  either  (a)  the  Committed  Revolving  Line or (b) the
Borrowing  Base,  Borrower  must  immediately  pay  Bank  the  excess.


                                        3
<PAGE>
     2.3  INTEREST  RATE,  PAYMENTS.

               (a)  INTEREST  RATE.  Credit  Extensions  accrue  interest on the
outstanding  principal  balance  at a per annum rate of 1 percentage point above
the  Prime  Rate.  After  an  Event of Default, Obligations accrue interest at 5
percent  above  the rate effective immediately before the Event of Default.  The
interest  rate  increases or decreases when the Prime Rate changes.  Interest is
computed  on  a  360  day  year  for  the  actual  number  of  days  elapsed.

               (b)  PAYMENTS.  Interest  due  on  the Advances and the Equipment
Advances  is  payable on the 1st of each month. Bank may debit any of Borrower's
deposit  accounts  including  Account  Number  330  028  9204  for principal and
interest  payments  owing  or any amounts Borrower owes Bank. Bank will promptly
notify  Borrower  when  it  debits  Borrower's  accounts. These debits are not a
set-off. Payments received after 12:00 noon Pacific time are considered received
at  the opening of business on the next Business Day. When a payment is due on a
day  that  is  not  a Business Day, the payment is due the next Business Day and
additional  fees  or  interest  accrue.

     2.4  FEES.

          Borrower  will  pay:

               (a)  COMMITTED  REVOLVING  LINE  COMMITMENT  FEES.

                    (i)  A  fully-earned,  non-refundable  fee  in the amount of
$8,750  on or before the Closing Date, and a fully-earned, non-refundable fee in
the  amount  of $8,750 on or before each yearly anniversary of the Closing Date,
if  extended.

                    (ii) A fee equal to the product of the average daily undrawn
portion  of  the  Committed  Revolving  Line  multiplied  by 0.25% per annum (a)
quarterly,  in  arrears,  on  the  first  day  of every January, April, July and
October,  beginning  with  July  1, 2002, until the termination of the Committed
Revolving Line, and (b) on the day on which the Committed Revolving Line is paid
in  full  and  Bank's  commitment  to  make  further  Advances  has  expired  or
terminated.  Computations  of  such fee shall be based on a 360-day year for the
actual  number  of  days  elapsed.

               (b)  COMMITTED  EQUIPMENT  LINE  COMMITMENT FEES. A fully-earned,
non-refundable  fee  in  the  amount  of  $3,750  on or before the Closing Date.

               (c)  BANK  EXPENSES.  All  Bank  Expenses  (including  reasonable
attorneys'  fees and reasonable expenses) incurred through and after the date of
this  Agreement,  are  payable  when  due.


                                        4
<PAGE>
3.   CONDITIONS  OF  LOANS

     3.1  CONDITIONS  PRECEDENT  TO  INITIAL  CREDIT  EXTENSION.

     Bank's  obligation  to  make the initial Credit Extension is subject to the
following  conditions  precedent:

               (a)  it  receive  the agreements, documents and fees it requires;
and

               (b)  the  representations  and  warranties  in  Section 5 must be
materially  true  on  the  date of the Payment/Advance Form and on the effective
date  of  each Credit Extension and no Event of Default may have occurred and be
continuing,  or  result  from  the  Credit  Extension.  Each Credit Extension is
Borrower's representation and warranty on the date of such Credit Extension that
the  representations  and  warranties  of  Section  5  remain  true.

     3.2  CONDITIONS  PRECEDENT  TO  ALL  CREDIT  EXTENSIONS.

     Bank's  obligation  to  make each subsequent Credit Extension is subject to
the  following:

               (a)  timely  receipt  of  any  Payment/Advance  Form;

               (b)  the  representations  and  warranties  in  Section 5 must be
materially  true  on  the  date of the Payment/Advance Form and on the effective
date  of  each Credit Extension and no Event of Default may have occurred and be
continuing,  or  result  from  the  Credit  Extension.  Each Credit Extension is
Borrower's representation and warranty on the date of such Credit Extension that
the  representations  and  warranties  of  Section  5  remain  true;

               (c)  receipt by Bank of proof, in form and substance satisfactory
to Bank, that all UCC-1 financing statements naming MathSoft, Inc. as the debtor
have  been  terminated;

               (d)  receipt by Bank of proof, in form and substance satisfactory
to  Bank,  that  all  Liens  against  Borrower's Intellectual Property have been
reconveyed  or  terminated;  and

               (e)  receipt  by Bank of fully-executed landlord waivers, in form
and  substance  satisfactory  to  Bank,  with  respect  to  each existing lease,
warehouse  agreement or similar agreement between Borrower and any lessor of the
same.

4.   CREATION  OF  SECURITY  INTEREST

     4.1  GRANT  OF  SECURITY  INTEREST.

     Borrower  grants  Bank  a  continuing  security  interest  in all presently
existing and later acquired Collateral to secure all Obligations and performance
of  each  of  Borrower's  duties under the Loan Documents.  Except for Permitted
Liens,  any  security interest will be a first priority security interest in the
Collateral.  Bank  may  place  a  "hold"  on  any  deposit  account  pledged  as


                                        5
<PAGE>
Collateral.  If  this Agreement is terminated, Bank's lien and security interest
in  the Collateral will continue until Borrower fully satisfies its Obligations.

5.   REPRESENTATIONS  AND  WARRANTIES

     Borrower  represents  and  warrants  as  follows:

     5.1  DUE  ORGANIZATION  AND  AUTHORIZATION.

     Borrower  and  each Subsidiary is duly existing and in good standing in its
state  of  formation  and  qualified and licensed to do business in, and in good
standing  in, any state in which the conduct of its business or its ownership of
property  requires that it be qualified, except where the failure to do so could
not reasonably be expected to cause a Material Adverse Change.  Borrower has not
changed  its  state  of formation or its organizational structure or type or any
organizational  number  assigned  by  its  jurisdiction  of  formation.

     The  execution,  delivery  and  performance of the Loan Documents have been
duly  authorized,  and  do not conflict with Borrower's formation documents, nor
constitute an event of default under any material agreement by which Borrower is
bound. Borrower is not in default under any agreement to which or by which it is
bound  in  which  the  default  could reasonably be expected to cause a Material
Adverse  Change.

     5.2  COLLATERAL.

     Borrower  has  good  title to the Collateral and its Intellectual Property,
free  of  Liens except Permitted Liens.  Borrower has no other deposit accounts,
other  than  the  deposit  accounts described on the Schedule.  The Accounts are
bona  fide, existing obligations, and the service or property has been performed
or  delivered  to  the account debtor or its agent for immediate shipment to and
unconditional  acceptance  by  the account debtor.  The Collateral is not in the
possession  of  any  third  party bailee (such as at a warehouse).  In the event
that  Borrower, after the date hereof, intends to store or otherwise deliver the
Collateral  to  such  a  bailee,  then  Borrower  will receive the prior written
consent  of  Bank and such bailee must acknowledge in writing that the bailee is
holding  such collateral for the benefit of Bank.  Borrower has no notice of any
actual  or  imminent  Insolvency Proceeding of any account debtor whose accounts
are  an Eligible Account in any Borrowing Base Certificate.  All Inventory is in
all  material  respects  of  good  and  marketable  quality,  free from material
defects.  Borrower  is  the  sole owner of the Intellectual Property, except for
non-exclusive  and  exclusive  licenses granted to its customers in the ordinary
course  of  business.  Each  issued  Patent  owned  by  Borrower  is  valid  and
enforceable  and no part of the Intellectual Property has been judged invalid or
unenforceable,  in whole or in part, and no claim has been made that any part of
the  Intellectual Property violates the rights of any third party, except to the
extent  such  claim could not reasonably be expected to cause a Material Adverse
Change.  Borrower  shall  not  change  the  location  of  any  Collateral.

     5.3  LITIGATION.

     Except  as  shown  in  the  Schedule,  there  are no actions or proceedings
pending  or,  to the knowledge of Borrower's Responsible Officers, threatened by
or  against Borrower or any


                                        6
<PAGE>
Subsidiary  in  which  a likely adverse decision could reasonably be expected to
cause  a  Material  Adverse  Change.

     5.4  NO  MATERIAL  ADVERSE  CHANGE  IN  FINANCIAL  STATEMENTS.

     All  consolidated  financial  statements  for Borrower, and any Subsidiary,
delivered  to  Bank  fairly  present  in  all  material  respects  Borrower's
consolidated  financial  condition  and  Borrower's  consolidated  results  of
operations.  There  has  not  been  any  material  deterioration  in  Borrower's
consolidated  financial  condition  since  the date of the most recent financial
statements  submitted  to  Bank.

     5.5  SOLVENCY.

     The  fair  salable  value  of  Borrower's  assets (including goodwill minus
disposition  costs)  exceeds  the fair value of its liabilities; the Borrower is
not  left  with  unreasonably  small  capital  after  the  transactions  in this
Agreement; and Borrower is able to pay its debts (including trade debts) as they
mature.


     5.6  REGULATORY  COMPLIANCE.

     Borrower  is  not  an  "investment company" or a company "controlled" by an
"investment  company" under the Investment Company Act.  Borrower is not engaged
as  one  of its important activities in extending credit for margin stock (under
Regulations  T  and  U of the Federal Reserve Board of Governors).  Borrower has
complied  in  all  material  respects with the Federal Fair Labor Standards Act.
Borrower  has not violated any laws, ordinances or rules, the violation of which
could  reasonably  be  expected  to  cause  a  Material Adverse Change.  None of
Borrower's or any Subsidiary's properties or assets has been used by Borrower or
any  Subsidiary or, to the best of Borrower's knowledge, by previous Persons, in
disposing, producing, storing, treating, or transporting any hazardous substance
other  than legally.  Borrower and each Subsidiary has timely filed all required
tax  returns  and  paid,  or made adequate provision to pay, all material taxes,
except  those  being  contested in good faith with adequate reserves under GAAP.
Borrower  and  each  Subsidiary  has  obtained  all  consents,  approvals  and
authorizations  of, made all declarations or filings with, and given all notices
to,  all  government  authorities that are necessary to continue its business as
currently  conducted,  except where the failure to do so could not reasonably be
expected  to  cause  a  Material  Adverse  Change.

     5.7  SUBSIDIARIES.

     Borrower  does  not  own  any  stock,  partnership interest or other equity
securities  except  for  Permitted  Investments.

     5.8  FULL  DISCLOSURE.

     No  written  representation, warranty or other statement of Borrower in any
certificate  or  written  statement  given to Bank (taken together with all such
written  certificates  and  written  statements  to  Bank)  contains  any untrue
statement of a material fact or omits to state a material


                                        7
<PAGE>
fact  necessary  to  make  the  statements  contained  in  the  certificates  or
statements  not misleading (it being recognized by Bank that the projections and
forecasts  provided  by  Borrower  in  good  faith  and  based  upon  reasonable
assumptions are not viewed as facts and that actual results during the period or
periods  covered by such projections and forecasts may differ from the projected
and  forecasted  results).

6.   AFFIRMATIVE  COVENANTS

     Borrower will do all of the following for so long as Bank has an obligation
to  lend,  or  there  are  outstanding  Obligations:

     6.1  GOVERNMENT  COMPLIANCE.

     Borrower  will  maintain its and all Subsidiaries' legal existence and good
standing  in  its  jurisdiction  of formation and maintain qualification in each
jurisdiction  in which the failure to so qualify would reasonably be expected to
cause  a material adverse effect on Borrower's business or operations.  Borrower
will  comply,  and  have  each  Subsidiary comply, with all laws, ordinances and
regulations  to  which  it  is  subject,  noncompliance  with which could have a
material adverse effect on Borrower's business or operations or would reasonably
be  expected  to  cause  a  Material  Adverse  Change.

     6.2  FINANCIAL  STATEMENTS,  REPORTS,  CERTIFICATES.

               (a)  Borrower will deliver to Bank: (i) as soon as available, but
no  later  than  20  days  after  the last day of each month, a company prepared
consolidated balance sheet and income statement (with projections to the current
quarter's  end)  covering  Borrower's  consolidated operations during the period
certified  by  a  Responsible  Officer and in a form acceptable to Bank; (ii) as
soon  as  available,  but no later than 90 days after the last day of Borrower's
fiscal  year,  audited  consolidated  financial  statements prepared under GAAP,
consistently  applied,  together  with  an  unqualified opinion on the financial
statements  from  an  independent  certified  public  accounting firm reasonably
acceptable  to Bank; (iii) as soon as available, but in any event within 10 days
after  filing,  all reports on Forms 10-K and 10-Q filed with the Securities and
Exchange  Commission,  and copies of all statements, reports and notices sent or
made  available  generally  by  Borrower  to  its  shareholders, together with a
Compliance  Certificate;  (iv)  a  prompt report of any legal actions pending or
threatened  against  Borrower  or any Subsidiary that could result in damages or
costs  to  Borrower  or  any  Subsidiary of $100,000 or more; (v) budgets, sales
projections,  operating  plans  or  other  financial information Bank reasonably
requests;  and  (vi)  prompt notice of any material change in the composition of
the  Intellectual Property, including any subsequent ownership right of Borrower
in  or  to  any  Copyright,  Patent  or Trademark, or knowledge of an event that
materially  adversely  affects  the  value  of  the  Intellectual  Property.

               (b)  Within  20  days  after the last day of each month, Borrower
will  deliver  to  Bank  a  Borrowing  Base  Certificate signed by a Responsible
Officer  in  the  form  of  Exhibit  C,  with aged listings (by invoice date) of
accounts  receivable  and  accounts  payable.


                                        8
<PAGE>
               (c)  20  days  after  the  last  day of each month, Borrower will
deliver  to Bank a Compliance Certificate with the monthly financial statements.

               (d)  Borrower  will  allow Bank to audit Borrower's Collateral at
Borrower's  expense.  Such  audits  will be conducted no more often than every 6
months  unless  an  Event  of  Default  has  occurred  and  is  continuing.

     6.3  INVENTORY;  RETURNS.

     Borrower  will  keep  all  Inventory in good and marketable condition, free
from  material defects.  Returns and allowances between Borrower and its account
debtors will follow Borrower's customary practices as they exist at execution of
this  Agreement.  Borrower must promptly notify Bank of all returns, recoveries,
disputes  and  claims,  that  involve  more  than  $100,000.

     6.4  TAXES.

     Borrower  will  make,  and cause each Subsidiary to make, timely payment of
all  material  federal,  state, and local taxes or assessments (other than taxes
and  assessments  which  Borrower  is  contesting  in  good faith, with adequate
reserves  maintained  in  accordance  with  GAAP)  and  will deliver to Bank, on
demand,  appropriate  certificates  attesting  to  the  payment.


     6.5     INSURANCE.

     Borrower will keep its business and the Collateral insured for risks and in
amounts  standard  for  Borrower's industry, and as Bank may reasonably request.
Insurance  policies  will  be in a form, with companies, and in amounts that are
satisfactory  to  Bank  in  Bank's reasonable discretion.  All property policies
will have a lender's loss payable endorsement showing Bank as an additional loss
payee and all liability policies will show the Bank as an additional insured and
provide that the insurer must give Bank at least 20 days notice before canceling
its  policy.  At  Bank's  request,  Borrower  will  deliver  certified copies of
policies and evidence of all premium payments. Proceeds payable under any policy
will,  at  Bank's  option,  be  payable  to  Bank on account of the Obligations.

     6.6  PRIMARY  ACCOUNTS.

     Borrower  will  maintain  its  primary depository, operating and investment
accounts  with  Bank.

     6.7  FINANCIAL  COVENANTS.

          (a) NET LOSS. Borrower's Net Loss shall not exceed $1,000,000 measured
as  of  the  last  day  of  each  quarter.

          (b) MAXIMUM UNFUNDED CAPITAL EXPENDITURES. Borrower's Unfunded Capital
Expenditures  shall  not  exceed  $3,000,000  in  any  calendar  year.


                                        9
<PAGE>
     6.8  REGISTRATION  OF  INTELLECTUAL  PROPERTY  RIGHTS.

     Borrower will, in the exercise of its best business judgment, register with
the  United  States  Patent  and Trademark Office or the United States Copyright
Office  its  Intellectual  Property  and additional Intellectual Property rights
developed  or  acquired including revisions or additions with any product before
the  sale  or  licensing  of  the  product  to  any  third  party.

     Borrower  will  (i)  protect,  defend  and  maintain  the  validity  and
enforceability  of the Intellectual Property and promptly advise Bank in writing
of  material infringements and (ii) not allow any Intellectual Property material
to  Borrower's  business  to  be abandoned, forfeited or dedicated to the public
without  Bank's  written  consent.

     6.9     FURTHER  ASSURANCES.

     Borrower  will  execute  any further instruments and take further action as
Bank  reasonably requests to perfect or continue Bank's security interest in the
Collateral or to effect the purposes of this Agreement, including fully-executed
landlord  waivers  with respect to any new lease, warehouse agreement or similar
agreement  between  Borrower  and  any  lessor  of  the  same.

7.     NEGATIVE  COVENANTS

     Borrower  will  not  do  any  of the following without Bank's prior written
consent,  which  will  not  be unreasonably withheld, for so long as Bank has an
obligation  to  lend  or  there  are  any  outstanding  Obligations:

     7.1     DISPOSITIONS.

     Convey,  sell,  lease,  transfer  or  otherwise  dispose  of  (collectively
"TRANSFER"),  or  permit any of its Subsidiaries to Transfer, all or any part of
its  business or property, except for Transfers (i) of Inventory in the ordinary
course  of business; (ii) of non-exclusive licenses and similar arrangements for
the  use  of the property of Borrower or its Subsidiaries in the ordinary course
of  business;  or  (iii)  of  worn-out  or  obsolete  Equipment.

     7.2     CHANGES  IN  BUSINESS,  CONTROL  OR  BUSINESS  LOCATIONS.

     Engage in or permit any of its Subsidiaries to engage in any business other
than  the  businesses  currently  engaged  in by Borrower or its Subsidiaries or
reasonably  related  thereto.  Borrower will not have a Change in Control unless
all  of  the  Obligations  have  been  fully  repaid  and  performed  and Bank's
obligation  to  provide  Credit  Extensions hereunder is terminated prior to, or
simultaneously  with,  such  Change  in  Control.  Borrower will not, without at
least  30  days  prior  written  notice  to Bank, change its state of formation,
relocate  its  chief  executive  office  or  add  any  new  offices  or business
locations.

     7.3     MERGERS,  ACQUISITIONS,  OR  REINCORPORATIONS.

     Merge  or  consolidate,  or  permit  any  of  its  Subsidiaries to merge or
consolidate,  with  any  other  Person,  or  acquire,  or  permit  any  of  its
Subsidiaries  to  acquire,  all  or  substantially  all  of the capital stock or
property  of  another  Person, except where (i) no Event of Default has occurred


                                       10
<PAGE>
and  is  continuing  or  would  result  from such action during the term of this
Agreement  and (ii) such transaction would not result in a decrease of more than
25%  of  Tangible  Net Worth. A Subsidiary may merge or consolidate into another
Subsidiary  or  into  Borrower.

     7.4     INDEBTEDNESS.

     Create,  incur,  assume,  or  be liable for any Indebtedness, or permit any
Subsidiary  to  do  so,  other  than  Permitted  Indebtedness.

     7.5     ENCUMBRANCE.

     Create,  incur,  or  allow  any  Lien  on any of its property, or assign or
convey  any  right  to  receive  income,  including the sale of any Accounts, or
permit  any  of its Subsidiaries to do so, except for Permitted Liens, or permit
any Collateral not to be subject to the first priority security interest granted
here,  subject  to  Permitted  Liens.

     7.6     DISTRIBUTIONS;  INVESTMENTS.

     Directly or indirectly acquire or own any Person, or make any Investment in
any  Person, other than Permitted Investments, or permit any of its Subsidiaries
to  do  so.  Pay  any  dividends  or make any distribution or payment or redeem,
retire  or  purchase  any  capital  stock.

     7.7     TRANSACTIONS  WITH  AFFILIATES.

     Directly  or  indirectly  enter  into  or  permit  to  exist  any  material
transaction  with  any Affiliate of Borrower except for transactions that are in
the  ordinary course of Borrower's business, upon fair and reasonable terms that
are  no  less  favorable  to  Borrower than would be obtained in an arm's length
transaction  with  a  non-affiliated  Person.

     7.8     SUBORDINATED  DEBT.

     Make or permit any payment on any Subordinated Debt, except under the terms
of the Subordinated Debt, or amend any provision in any document relating to the
Subordinated  Debt  without  Bank's  prior  written  consent.

     7.9     COMPLIANCE.

     Become  an  "investment  company" or a company controlled by an "investment
company,"  under  the  Investment Company Act of 1940 or undertake as one of its
important  activities extending credit to purchase or carry margin stock, or use
the  proceeds of any Credit Extension for that purpose; fail to meet the minimum
funding  requirements  of  ERISA,  permit  a  Reportable  Event  or  Prohibited
Transaction, as defined in ERISA, to occur; fail to comply with the Federal Fair
Labor  Standards  Act  or  violate any other law or regulation, if the violation
could  reasonably  be  expected  to have a material adverse effect on Borrower's
business  or  operations  or  would  reasonably  be expected to cause a Material
Adverse  Change,  or  permit  any  of  its  Subsidiaries  to  do  so.


                                       11
<PAGE>
8.     EVENTS  OF  DEFAULT

     Any  one  of  the  following  is  an  Event  of  Default:

     8.1     PAYMENT  DEFAULT.

     If  Borrower  fails to pay any of the Obligations within 3 days after their
due  date.  During  this additional 3-day period the failure to cure the default
is  not  an  Event  of Default (but no Credit Extension will be made during this
3-day  cure  period);

     8.2     COVENANT  DEFAULT.

     If  Borrower  does  not perform any obligation in Section 6 or violates any
covenant  in  Section  7;  or

     If  Borrower does not perform or observe any other material term, condition
or  covenant  in this Agreement, any Loan Documents, or in any agreement between
Borrower and Bank and as to any default under a term, condition or covenant that
can  be  cured,  has not cured the default within 10 days after it occurs, or if
the  default  cannot be cured within 10 days or cannot be cured after Borrower's
attempts  within 10 day period, and the default may be cured within a reasonable
time,  then  Borrower  has  an  additional  period (of not more than 30 days) to
attempt to cure the default. During the additional time, the failure to cure the
default is not an Event of Default (but no Credit Extensions will be made during
the  cure  period);

     8.3     MATERIAL  ADVERSE  CHANGE.

     If  there (i) occurs a material adverse change in the business, operations,
or  condition  (financial  or  otherwise) of the Borrower, or (ii) is a material
impairment  of  the  prospect  of repayment of any portion of the Obligations or
(iii)  is  a  material  impairment  of  the value or priority of Bank's security
interests  in  the  Collateral;

     8.4     ATTACHMENT.

     If  any  material  portion of Borrower's assets is attached, seized, levied
on,  or  comes  into  possession  of  a  trustee or receiver and the attachment,
seizure  or  levy  is  not  removed  in  10  days,  or  if Borrower is enjoined,
restrained,  or  prevented by court order from conducting a material part of its
business or if a judgment or other claim becomes a Lien on a material portion of
Borrower's  assets, or if a notice of lien, levy, or assessment is filed against
any  of  Borrower's  assets by any government agency and not paid within 10 days
after Borrower receives notice.  These are not Events of Default if stayed or if
a  bond  is posted pending contest by Borrower (but no Credit Extensions will be
made  during  the  cure  period);

     8.5     INSOLVENCY.

     If  Borrower  becomes  insolvent  or  if  Borrower  begins  an  Insolvency
Proceeding  or  an  Insolvency  Proceeding  is  begun  against  Borrower and not
dismissed or stayed within 30 days (but no Credit Extensions will be made before
any  Insolvency  Proceeding  is  dismissed);


                                       12
<PAGE>
     8.6     OTHER  AGREEMENTS.

     If  there  is a default in any agreement between Borrower and a third party
that  gives  the  third party the right to accelerate any Indebtedness exceeding
$100,000  or  that  could  cause  a  Material  Adverse  Change;

     8.7     JUDGMENTS.

     If  a  money  judgment(s)  in the aggregate of at least $50,000 is rendered
against  Borrower  and  is  unsatisfied  and unstayed for 10 days (but no Credit
Extensions  will  be  made  before  the  judgment  is  stayed  or  satisfied)  ;

     8.8     MISREPRESENTATIONS.

     If  Borrower  or  any  Person  acting  for  Borrower  makes  any  material
misrepresentation  or  material  misstatement  now  or  later in any warranty or
representation  in  this  Agreement  or  in  any writing delivered to Bank or to
induce  Bank  to  enter  this  Agreement  or  any  Loan  Document;  or

     8.9     GUARANTY.

     Any  guaranty  of any Obligations ceases for any reason to be in full force
or  any  Guarantor  does  not  perform  any obligation under any guaranty of the
Obligations,  or  any material misrepresentation or material misstatement exists
now  or  later  in  any  warranty  or  representation  in  any  guaranty  of the
Obligations  or  in  any  certificate  delivered  to Bank in connection with the
guaranty,  or  any  circumstance described in Sections 8.4, 8.5 or 8.7 occurs to
any  Guarantor.

9.     BANK'S  RIGHTS  AND  REMEDIES

     9.1     RIGHTS  AND  REMEDIES.

     When  an  Event of Default occurs and continues Bank may, without notice or
demand,  do  any  or  all  of  the  following:

               (a)     Declare  all Obligations immediately due and payable (but
if  an  Event  of  Default  described  in Section 8.5 occurs all Obligations are
immediately  due  and  payable  without  any  action  by  Bank);

               (b)     Stop  advancing  money or extending credit for Borrower's
benefit  under  this Agreement or under any other agreement between Borrower and
Bank;

               (c)     Settle  or  adjust  disputes  and  claims  directly  with
account  debtors  for  amounts,  on  terms  and in any order that Bank considers
advisable;

               (d)     Make  any payments and do any acts it considers necessary
or reasonable to protect its security interest in the Collateral.  Borrower will
assemble  the  Collateral  if  Bank  requires  and  make  it  available  as Bank
designates.  Bank  may  enter premises where the Collateral is located, take and
maintain  possession  of any part of the Collateral, and pay,


                                       13
<PAGE>
purchase,  contest, or compromise any Lien which appears to be prior or superior
to  its  security interest and pay all expenses incurred. Borrower grants Bank a
license to enter and occupy any of its premises, without charge, to exercise any
of  Bank's  rights  or  remedies;

               (e)     Apply to the Obligations any (i) balances and deposits of
Borrower it holds, or (ii) any amount held by Bank owing to or for the credit or
the  account  of  Borrower;

               (f)     Ship,  reclaim, recover, store, finish, maintain, repair,
prepare  for sale, advertise for sale, and sell the Collateral.  Bank is granted
a  non-exclusive,  royalty-free  license  or other right to use, without charge,
Borrower's  labels,  Patents, Copyrights, Mask Works, rights of use of any name,
trade  secrets,  trade names, Trademarks, service marks, and advertising matter,
or  any  similar  property  as  it  pertains  to  the  Collateral, in completing
production  of,  advertising  for  sale,  and  selling  any  Collateral  and, in
connection  with  Bank's  exercise  of its rights under this Section, Borrower's
rights  under all licenses and all franchise agreements inure to Bank's benefit;
and

               (g)     Dispose  of  the  Collateral  according  to  the  Code.

     9.2     POWER  OF  ATTORNEY.

     Effective  only  when  an  Event  of Default occurs and continues, Borrower
irrevocably  appoints  Bank  as  its lawful attorney to:  (i) endorse Borrower's
name  on  any checks or other forms of payment or security; (ii) sign Borrower's
name  on any invoice or bill of lading for any Account or drafts against account
debtors,  (iii)  make,  settle, and adjust all claims under Borrower's insurance
policies; (iv) settle and adjust disputes and claims about the Accounts directly
with  account  debtors, for amounts and on terms Bank determines reasonable; and
(v)  transfer  the Collateral into the name of Bank or a third party as the Code
permits.  Bank may exercise the power of attorney to sign Borrower's name on any
documents  necessary  to  perfect  or  continue  the  perfection of any security
interest  regardless  of  whether  an  Event  of  Default  has occurred.  Bank's
appointment as Borrower's attorney in fact, and all of Bank's rights and powers,
coupled  with an interest, are irrevocable until all Obligations have been fully
repaid  and  performed  and  Bank's  obligation  to  provide  Credit  Extensions
terminates.

     9.3     ACCOUNTS  COLLECTION.

     When  an  Event of Default occurs and continues, Bank may notify any Person
owing  Borrower  money  of  Bank's security interest in the funds and verify the
amount  of  the  Account.  Borrower  must collect all payments in trust for Bank
and,  if requested by Bank, immediately deliver the payments to Bank in the form
received  from  the  account  debtor,  with  proper  endorsements  for  deposit.

     9.4     BANK  EXPENSES.

     If  Borrower  fails  to  pay  any  amount  or furnish any required proof of
payment  to  third  persons,  Bank may make all or part of the payment or obtain
insurance  policies  required  in  Section  6.5,  and  take any action under the
policies  Bank  deems  prudent.  Any  amounts paid by Bank are Bank Expenses and
immediately  due  and  payable, bearing interest at the then


                                       14
<PAGE>
applicable rate and secured by the Collateral. No payments by Bank are deemed an
agreement  to  make similar payments in the future or Bank's waiver of any Event
of  Default.

     9.5     BANK'S  LIABILITY  FOR  COLLATERAL.

     If  Bank complies with reasonable banking practices and the Code, it is not
liable for: (a) the safekeeping of the Collateral; (b) any loss or damage to the
Collateral; (c) any diminution in the value of the Collateral; or (d) any act or
default  of  any carrier, warehouseman, bailee, or other person.  Borrower bears
all  risk  of  loss,  damage  or  destruction  of  the  Collateral.

     9.6     REMEDIES  CUMULATIVE.

     Bank's  rights  and  remedies under this Agreement, the Loan Documents, and
all  other agreements are cumulative.  Bank has all rights and remedies provided
under  the Code, by law, or in equity. Bank's exercise of one right or remedy is
not  an  election, and Bank's waiver of any Event of Default is not a continuing
waiver.  Bank's  delay  is not a waiver, election, or acquiescence. No waiver is
effective  unless  signed  by  Bank  and then is only effective for the specific
instance  and  purpose  for  which  it  was  given.

     9.7     DEMAND  WAIVER.

     Borrower  waives  demand,  notice of default or dishonor, notice of payment
and  nonpayment,  notice  of  any  default,  nonpayment  at  maturity,  release,
compromise,  settlement,  extension,  or  renewal  of  accounts,  documents,
instruments,  chattel  paper,  and  guarantees held by Bank on which Borrower is
liable.

10.  NOTICES

     All  notices  or  demands  by  any  party about this Agreement or any other
related  agreement  must be in writing and be personally delivered or sent by an
overnight  delivery  service, by certified mail, postage prepaid, return receipt
requested,  or  by facsimile to the addresses set forth at the beginning of this
Agreement.  A  party  may  change  its  notice address by giving the other party
written  notice.

11.  CHOICE  OF  LAW,  VENUE  AND  JURY  TRIAL  WAIVER

     Washington  law  governs the Loan Documents without regard to principles of
conflicts  of  law.  Borrower and Bank each submit to the exclusive jurisdiction
of  the  State and Federal courts in King County, Washington; provided, however,
that  if  for  any reason Bank cannot avail itself of the courts in the State of
Washington,  Borrower  and Bank each submit to the jurisdiction of the State and
Federal  courts  in  Santa  Clara  County,  California.

BORROWER  AND  BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF  ACTION  ARISING  OUT  OF  ANY  OF  THE  LOAN  DOCUMENTS  OR ANY CONTEMPLATED
TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS
WAIVER  IS  A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS


                                       15
<PAGE>
AGREEMENT.  EACH  PARTY  HAS  REVIEWED  THIS  WAIVER  WITH  ITS  COUNSEL.

12.  GENERAL  PROVISIONS

     12.1     SUCCESSORS  AND  ASSIGNS.

     This Agreement binds and is for the benefit of the successors and permitted
assigns  of  each  party.  Borrower  may not assign this Agreement or any rights
under  it  without Bank's prior written consent which may be granted or withheld
in  Bank's  discretion.  Bank has the right, without the consent of or notice to
Borrower,  to  sell,  transfer,  negotiate, or grant participation in all or any
part  of, or any interest in, Bank's obligations, rights and benefits under this
Agreement.

     12.2     INDEMNIFICATION.

     Borrower  will  indemnify,  defend and hold harmless Bank and its officers,
employees,  and  agents  against:  (a)  all  obligations,  demands,  claims, and
liabilities  asserted  by  any  other  party in connection with the transactions
contemplated  by  the  Loan  Documents;  and  (b)  all  losses  or Bank Expenses
incurred,  or  paid  by  Bank  from, following, or consequential to transactions
between  Bank  and  Borrower (including reasonable attorneys fees and expenses),
except  for  losses  caused  by  Bank's  gross negligence or willful misconduct.

     12.3     TIME  OF  ESSENCE.

     Time  is  of  the  essence  for  the performance of all obligations in this
Agreement.


     12.4     SEVERABILITY  OF  PROVISION.

     Each provision of this Agreement is severable from every other provision in
determining  the  enforceability  of  any  provision.

     12.5     AMENDMENTS  IN  WRITING,  INTEGRATION.

     All  amendments to this Agreement must be in writing and signed by Borrower
and  Bank.  This  Agreement  represents  the entire agreement about this subject
matter,  and supersedes prior negotiations or agreements.  All prior agreements,
understandings,  representations,  warranties,  and  negotiations  between  the
parties about the subject matter of this Agreement merge into this Agreement and
the  Loan  Documents.

     12.6     COUNTERPARTS.

     This  Agreement  may  be  executed  in  any  number  of counterparts and by
different  parties  on  separate  counterparts, each of which, when executed and
delivered,  are  an  original, and all taken together, constitute one Agreement.


                                       16
<PAGE>
     12.7     SURVIVAL.

     All  covenants,  representations  and  warranties  made  in  this Agreement
continue  in  full  force  while  any  Obligations  remain  outstanding.  The
obligations of Borrower in Section 12.2 to indemnify Bank will survive until all
statutes  of  limitations for actions that may be brought against Bank have run.

     12.8     CONFIDENTIALITY.

     In  handling  any  confidential  information,  Bank  will exercise the same
degree  of  care  that  it  exercises  for  its own proprietary information, but
disclosure  of  information may be made (i) to Bank's subsidiaries or affiliates
in connection with their business with Borrower, (ii) to prospective transferees
or  purchasers  of  any interest in the loans (provided, however, Bank shall use
commercially  reasonable  efforts  in  obtaining  such prospective transferee or
purchasers  agreement of the terms of this provision), (iii) as required by law,
regulation, subpoena, or other order, (iv) as required in connection with Bank's
examination  or  audit and (v) as Bank considers appropriate exercising remedies
under  this  Agreement.  Confidential  information  does not include information
that  either: (a) is in the public domain or in Bank's possession when disclosed
to  Bank,  or becomes part of the public domain after disclosure to Bank; or (b)
is  disclosed  to  Bank  by  a third party, if Bank does not know that the third
party  is  prohibited  from  disclosing  the  information.

     12.9     ATTORNEYS'  FEES,  COSTS  AND  EXPENSES.

     In  any  action  or proceeding between Borrower and Bank arising out of the
Loan  Documents, the prevailing party will be entitled to recover its reasonable
attorneys' fees and other reasonable costs and expenses incurred, in addition to
any  other  relief  to  which  it  may  be  entitled.

     12.10     ORAL  AGREEMENTS  UNENFORCABLE.  ORAL  AGREEMENTS  OR  ORAL
COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT
OF  A  DEBT  ARE  NOT  ENFORCEABLE  UNDER  WASHINGTON  LAW.

13.     DEFINITIONS

     13.1     DEFINITIONS.

     In  this  Agreement:

     "ACCOUNTS"  are  all  existing and later arising accounts, contract rights,
and  other  obligations  owed  Borrower  in connection with its sale or lease of
goods  (including  licensing  software  and  other  technology)  or provision of
services,  all  credit insurance, guaranties, other security and all merchandise
returned  or  reclaimed  by Borrower and Borrower's Books relating to any of the
foregoing.

     "ADVANCE" or "ADVANCES" is a loan advance (or advances) under the Committed
Revolving  Line.


                                       17
<PAGE>
     "AFFILIATE"  of  a  Person  is  a  Person that owns or controls directly or
indirectly  the Person, any Person that controls or is controlled by or is under
common  control  with  the  Person,  and  each of that Person's senior executive
officers,  directors,  partners  and, for any Person that is a limited liability
company,  that  Person's  managers  and  members.

     "BANK  EXPENSES"  are  all audit fees and expenses and reasonable costs and
expenses  (including  reasonable  attorneys'  fees  and expenses) for preparing,
negotiating,  administering,  defending  and  enforcing  the  Loan  Documents
(including  appeals  or  Insolvency  Proceedings).

     "BORROWER'S  BOOKS" are all Borrower's books and records including ledgers,
records  regarding  Borrower's  assets  or liabilities, the Collateral, business
operations  or  financial  condition  and  all computer programs or discs or any
equipment  containing  the  information.

     "BORROWING  BASE"  is  75%  of Eligible Accounts as determined by Bank from
Borrower's  most recent Borrowing Base Certificate; provided, however, that Bank
may  lower  the  percentage  of  the Borrowing Base after performing an audit of
Borrower's  Collateral.

     "BUSINESS  DAY" is any day that is not a Saturday, Sunday or a day on which
the  Bank  is  closed.

     "CASH  MANAGEMENT  SERVICES"  are  defined  in  Section  2.1.3.

     "CHANGE  IN  CONTROL"  shall  mean  a  transaction in which any "PERSON" or
"GROUP"  (within  the  meaning  of  Section 13(d) and 14(d)(2) of the Securities
Exchange  Act  of 1934) becomes the "BENEFICIAL OWNER" (as defined in Rule 13d-3
under  the  Securities  Exchange  Act  of  1934),  directly  or indirectly, of a
sufficient number of shares of all classes of stock then outstanding of Borrower
ordinarily  entitled  to  vote  in  the  election  of directors, empowering such
"PERSON"  or  "GROUP" to elect a majority of the board of directors of Borrower,
who  did  not  have  such  power  before  such  transaction.

     "CLOSING  DATE"  is  the  date  of  this  Agreement.

     "CODE"  is  the  Uniform  Commercial  Code,  as  applicable.

     "COLLATERAL"  is  the  property  described  on  Exhibit  A.

     "COMMITTED  EQUIPMENT  LINE"  is  a  Credit  Extension of up to $1,500,000.

     "COMMITTED  REVOLVING  LINE"  is  an  Advance  of  up  to  $3,500,000.

     "COMPLIANCE  CERTIFICATE"  is  a  Compliance  Certificate  signed  by  a
Responsible Officer in substantially the same form of Exhibit D attached hereto.

     "CONTINGENT  OBLIGATION"  is,  for  any  Person,  any  direct  or  indirect
liability,  contingent  or  not, of that Person for (i) any indebtedness, lease,
dividend,  letter of credit or other obligation of another such as an obligation
directly  or  indirectly  guaranteed, endorsed, co-made, discounted or sold with
recourse  by  that  Person,  or  for which that Person is directly or indirectly
liable;  (ii)  any  obligations for undrawn letters of credit for the account of
that  Person;  and  (iii)  all  obligations


                                       18
<PAGE>
from  any interest rate, currency or commodity swap agreement, interest rate cap
or  collar  agreement, or other agreement or arrangement designated to protect a
Person  against  fluctuation  in  interest  rates,  currency  exchange  rates or
commodity  prices;  but "CONTINGENT OBLIGATION" does not include endorsements in
the  ordinary  course  of business. The amount of a Contingent Obligation is the
stated  or  determined amount of the primary obligation for which the Contingent
Obligation  is  made or, if not determinable, the maximum reasonably anticipated
liability  for it determined by the Person in good faith; but the amount may not
exceed  the  maximum  of  the  obligations  under the guarantee or other support
arrangement.

     "COPYRIGHTS"  are  all  copyright rights, applications or registrations and
like  protections  in  each  work  or  authorship  or  derivative  work, whether
published  or  not  (whether or not it is a trade secret) now or later existing,
created,  acquired  or  held.

     "CREDIT  EXTENSION" is each Advance, Equipment Advance, Letter of Credit or
any  other  extension  of  credit  by  Bank  for  Borrower's  benefit.

     "ELIGIBLE  ACCOUNTS"  are  Accounts  in  the  ordinary course of Borrower's
business  that  meet all Borrower's representations and warranties in Section 5;
but Bank may change eligibility standards by giving Borrower notice. Unless Bank
agrees  otherwise  in  writing,  Eligible  Accounts  will  not  include:

               (a)     Accounts  that  the account debtor has not paid within 90
days  of  invoice  date;

               (b)     Accounts  for  an  account  debtor,  50% or more of whose
Accounts  have  not  been  paid  within  90  days  of  invoice  date;

               (c)     Credit  balances  over  90  days  from  invoice  date;

               (d)     Accounts  for  an  account  debtor, including Affiliates,
whose  total obligations to Borrower exceed 25% of all Accounts, for the amounts
that  exceed  that  percentage,  unless  the  Bank  approves  in  writing;

               (e)     Accounts  for  which (i) the account debtor does not have
its principal place of business in the United States, (ii) the account debtor is
not  located  in  the United States or (iii) collections are made outside of the
United  States;

               (f)     Accounts  for  which  the  account  debtor  is  a federal
government  entity  or  any  department,  agency,  or  instrumentality  thereof;
provided,  that  Borrower  may include such federal Accounts in an amount not to
exceed  20%  of  the  amount  outstanding  under  the  Committed Revolving Line;

               (g)     Accounts  for which Borrower owes the account debtor, but
only  up  to  the  amount  owed  (sometimes  called  "contra" accounts, accounts
payable,  customer  deposits  or  credit  accounts);


                                       19
<PAGE>
               (h)     Accounts  for  demonstration or promotional equipment, or
in  which  goods  are  consigned,  sales  guaranteed,  sale  or  return, sale on
approval,  bill  and  hold,  or  other  terms if account debtor's payment may be
conditional;

               (i)     Accounts  for  which  the  account  debtor  is Borrower's
Affiliate,  officer,  employee,  or  agent;

               (j)     Accounts  in  which the account debtor disputes liability
or  makes any claim and Bank believes there may be a basis for dispute (but only
up to the disputed or claimed amount), or if the Account Debtor is subject to an
Insolvency  Proceeding,  or  becomes  insolvent,  or  goes  out of business; and

               (k)     Accounts  for which Bank reasonably determines collection
to  be  doubtful.

     "ELIGIBLE  EQUIPMENT"  is  new  and used furniture and equipment, including
computer,  office,  lab  and  test equipment, in which Bank has a first priority
perfected  security  interest  (subject  only  to  Permitted  Liens).

     "EQUIPMENT"  is  all  present  and  future  machinery,  equipment,  tenant
improvements,  furniture,  fixtures,  vehicles,  tools, parts and attachments in
which  Borrower  has  any  interest.

     "EQUIPMENT  MATURITY  DATE"  is  March  28,  2006.

     "ERISA"  is  the Employment Retirement Income Security Act of 1974, and its
regulations.

     "GAAP"  is  generally  accepted  accounting  principles.

     "GUARANTOR"  is  any  present  or  future  guarantor  of  the  Obligations.

     "INDEBTEDNESS" is (a) indebtedness for borrowed money or the deferred price
of  property or services, such as reimbursement and other obligations for surety
bonds  and  letters  of  credit,  (b)  obligations  evidenced  by  notes, bonds,
debentures  or  similar  instruments,  (c)  capital  lease  obligations  and (d)
Contingent  Obligations.

     "INSOLVENCY PROCEEDINGS" are proceedings by or against any Person under the
United  States  Bankruptcy  Code,  or  any  other  bankruptcy or insolvency law,
including  assignments  for  the  benefit of creditors, compositions, extensions
generally  with  its  creditors,  or  proceedings  seeking  reorganization,
arrangement,  or  other  relief.

     "INTELLECTUAL  PROPERTY"  is:

               (a)     Copyrights, Trademarks, Patents, and Mask Works including
amendments,  renewals,  extensions,  and all licenses or other rights to use and
all  license  fees  and  royalties  from  the  use;


                                       20
<PAGE>
               (b)     Any trade secrets and any intellectual property rights in
computer software and computer software products now or later existing, created,
acquired  or  held;

               (c)     All  design rights which may be available to Borrower now
or  later  created,  acquired  or  held;

               (d)     Any  claims  for  damages  (past,  present or future) for
infringement of any of the rights above, with the right, but not the obligation,
to  sue and collect damages for use or infringement of the intellectual property
rights  above.

     "INVENTORY"  is  present  and  future  inventory  in which Borrower has any
interest,  including  merchandise,  raw  materials, parts, supplies, packing and
shipping  materials,  work in process and finished products intended for sale or
lease  or  to  be  furnished  under  a  contract  of  service, of every kind and
description  now  or  later  owned by or in the custody or possession, actual or
constructive, of Borrower, including inventory temporarily out of its custody or
possession or in transit and including returns on any accounts or other proceeds
(including  insurance  proceeds)  from  the  sale  or  disposition of any of the
foregoing  and  any  documents  of  title.

     "INVESTMENT"  is  any beneficial ownership of (including stock, partnership
interest  or  other  securities)  any  Person,  or  any loan, advance or capital
contribution  to  any  Person.

     "LETTER  OF  CREDIT"  is  defined  in  Section  2.1.2.

     "LIEN"  is  a  mortgage,  lien,  deed  of  trust,  charge, pledge, security
interest  or  other  encumbrance.

     "LOAN  DOCUMENTS"  are,  collectively,  this Agreement, the Negative Pledge
Agreement,  any  note, or notes or guaranties executed by Borrower or Guarantor,
and  any  other  present  or  future  agreement  between Borrower and/or for the
benefit  of  Bank in connection with this Agreement, all as amended, extended or
restated.

     "MASK  WORKS"  are  all  mask  works  or  similar  rights available for the
protection  of  semiconductor  chips,  now  owned  or  later  acquired.

     "MATERIAL  ADVERSE  CHANGE"  is  described  in  Section  8.3.

     "NET  LOSS"  shall  have  the  same  definition  as  used  under  GAAP.

     "OBLIGATIONS"  are  debts,  principal,  interest,  Bank  Expenses and other
amounts  Borrower  owes  Bank  now or later, including cash management services,
letters  of credit and foreign exchange contracts, if any and including interest
accruing  after  Insolvency  Proceedings  begin  and  debts,  liabilities,  or
obligations  of  Borrower  assigned  to  Bank.

     "PATENTS"  are patents, patent applications and like protections, including
improvements,  divisions,  continuations,  renewals,  reissues,  extensions  and
continuations-in-part  of  the  same.

     "PERMITTED  INDEBTEDNESS"  is:


                                       21
<PAGE>
               (e)     Borrower's  indebtedness  to Bank under this Agreement or
any  other  Loan  Document;

               (f)     Indebtedness  existing  on  the Closing Date and shown on
the  Schedule;

               (g)     Subordinated  Debt;

               (h)     Indebtedness  to trade creditors incurred in the ordinary
course  of  business;  and

               (i)     Indebtedness  secured  by  Permitted  Liens.

     "PERMITTED  INVESTMENTS"  are:

               (j)     Investments  shown  on  the  Schedule and existing on the
Closing  Date;  and

               (k)     (i)      marketable  direct  obligations  issued  or
unconditionally  guaranteed  by  the  United  States  or its agency or any State
maturing  within  1 year from its acquisition, (ii) commercial paper maturing no
more  than  1  year after its creation and having the highest rating from either
Standard  &  Poor's  Corporation  or  Moody's Investors Service, Inc., and (iii)
Bank's  certificates of deposit issued maturing no more than 1 year after issue.

     "PERMITTED  LIENS"  are:

               (l)     Liens  existing  on  the  Closing  Date  and shown on the
Schedule  or  arising  under  this  Agreement  or  other  Loan  Documents;

               (m)     Liens  for  taxes,  fees, assessments or other government
charges  or  levies,  either not delinquent or being contested in good faith and
for  which  Borrower  maintains  adequate reserves on its Books, if they have no
priority  over  any  of  Bank's  security  interests;

               (n)     Purchase money Liens (i) on Equipment acquired or held by
Borrower  or  its  Subsidiaries  incurred  for  financing the acquisition of the
Equipment,  or (ii) existing on equipment when acquired, if the Lien is confined
to  the  property  and  improvements  and  the  proceeds  of  the  equipment;

               (o)     Licenses or sublicenses granted in the ordinary course of
Borrower's business and any interest or title of a licensor or under any license
or  sublicense,  if the licenses and sublicenses permit granting Bank a security
interest;

               (p)     Leases  or  subleases  granted  in the ordinary course of
Borrower's  business, including in connection with Borrower's leased premises or
leased  property;

               (q)     Liens  incurred  in the extension, renewal or refinancing
of  the  indebtedness  secured  by  Liens  described in (a) through (c), but any
extension,  renewal  or


                                       22
<PAGE>
replacement Lien must be limited to the property encumbered by the existing Lien
and  the  principal  amount  of  the  indebtedness  may  not  increase.

     "PERSON"  is  any  individual,  sole  proprietorship,  partnership, limited
liability  company,  joint  venture,  company association, trust, unincorporated
organization, association, corporation, institution, public benefit corporation,
firm,  joint  stock  company,  estate,  entity  or  government  agency.

     "PRIME  RATE" is Bank's most recently announced "prime rate," even if it is
not  Bank's  lowest  rate.

     "RESPONSIBLE  OFFICER"  is  each  of  the  Chief  Executive  Officer,  the
President,  the  Chief  Financial  Officer  and  the  Controller  of  Borrower.

     "REVOLVING  MATURITY  DATE"  is  March  28,  2003.

     "SCHEDULE"  is  any  attached  schedule  of  exceptions.

     "SUBORDINATED DEBT" is debt incurred by Borrower subordinated to Borrower's
indebtedness  owed  to  Bank  and which is reflected in a written agreement in a
manner  and  form  acceptable  to  Bank  and  approved  by  Bank  in  writing.

     "SUBSIDIARY"  is for any Person, or any other business entity of which more
than  50%  of the voting stock or other equity interests is owned or controlled,
directly  or  indirectly, by the Person or one or more Affiliates of the Person.

     "TANGIBLE  NET  WORTH"  is,  on  any date, the consolidated total assets of
Borrower  and  its  Subsidiaries  minus,  (i)  any  amounts  attributable to (a)
goodwill,  (b)  intangible  items such as unamortized debt discount and expense,
Patents,  trade  and  service  marks  and  names,  Copyrights  and  research and
development  expenses  except  prepaid  expenses,  and  (c) reserves not already
deducted  from  assets,  and  (ii)  Total  Liabilities.

     "TOTAL  LIABILITIES" is on any day, obligations that should, under GAAP, be
classified  as  liabilities  on Borrower's consolidated balance sheet, including
all  Indebtedness, and current portion Subordinated Debt allowed to be paid, but
excluding  all  other  Subordinated  Debt.

     "TRADEMARKS"  are  trademark  and  servicemark  rights,  registered or not,
applications  to register and registrations and like protections, and the entire
goodwill  of  the  business  of  Assignor  connected  with  the  trademarks.

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

     "TRANCHE  B  EQUIPMENT ADVANCE" or "TRANCHE B EQUIPMENT ADVANCES" is a loan
advance  (or  advances)  under  the Committed Equipment Line in an amount not to
exceed the lesser of (a) the amount available under the Committed Equipment Line
and  (b)  $750,000.


                                       23
<PAGE>
     "TRANCHE  A  AVAILABILITY  END  DATE"  means  September  28,  2002.

     "TRANCHE  B  AVAILABILITY  END  DATE"  means  March  28,  2003.

     "UNFUNDED  CAPITAL  EXPENDITURES"  are purchases of fixed assets, long-term
investments,  intangibles  and  acquisitions  not  funded  by  long-term  debt.

BORROWER:

INSIGHTFUL  CORPORATION



By:    /S/  Sarwat  H.  Ramadan
   -----------------------------

Title: Vice  President  and  CFO
      -------------------------



BANK:

SILICON  VALLEY  BANK



By:    /S/  Geir  B.  Hansen
   -----------------------------

Title   Senior  Vice  President
      -------------------------


                                       24
<PAGE>
                                    EXHIBIT A

     The  Collateral  consists of all of Borrower's right, title and interest in
and  to  the  following,  whether  now  owned  or  hereafter  existing:

     All goods and equipment now owned or hereafter acquired, including, without
limitation,  all  machinery,  fixtures,  vehicles  (including motor vehicles and
trailers),  and  any  interest  in  any  of  the foregoing, and all attachments,
accessories,  accessions,  replacements,  substitutions,  additions,  and
improvements  to  any  of  the  foregoing,  wherever  located;

     All  inventory,  now  owned  or  hereafter  acquired,  including,  without
limitation,  all  merchandise,  raw  materials,  parts,  supplies,  packing  and
shipping  materials,  work  in  process  and  finished  products  including such
inventory  as  is  temporarily  out  of  Borrower's  custody or possession or in
transit and including any returns upon any accounts or other proceeds, including
insurance  proceeds,  resulting  from  the  sale  or  disposition  of any of the
foregoing  and  any  documents  of  title  representing  any  of  the  above;

     All  contract  rights  and  general  intangibles  now  owned  or  hereafter
acquired,  including,  without  limitation,  payment  intangibles,  goodwill,
trademarks,  service  marks,  trade  styles,  trade  names,  patents,  patent
applications,  leases,  contracts,  licenses,  license  agreements,  franchise
agreements,  blueprints, drawings, purchase orders, customer lists, route lists,
infringements,  claims,  computer  programs,  software, computer discs, computer
tapes,  literature,  reports,  catalogs,  design  rights, tax and other types of
refunds,  payments  of  insurance  and  rights  to  payment  of  any  kind;

     All  now  existing  and  hereafter  arising  rights to payment of any kind,
including  accounts,  contract  rights,  royalties, license rights and all other
forms  of  obligations  owing  to  Borrower  arising out of the sale or lease of
goods,  the  licensing  of  technology or the rendering of services by Borrower,
whether  or  not  earned  by  performance,  and  any  and  all credit insurance,
insurance (including refund) claims and proceeds, guaranties, and other security
therefor,  as  well  as  all  merchandise  returned to or reclaimed by Borrower;

     All  documents  (including  warehouse  receipts),  cash,  cash equivalents,
deposit  accounts,  securities,  securities  entitlements,  securities  accounts
(including  health  care  insurance  receivables  and  credit card receivables),
investment  property,  financial  assets,  letters  of  credit, letter of credit
rights  (whether  or  not  evidenced  by  a  writing),  certificates of deposit,
instruments,  chattel  paper  and  electronic  chattel paper rights now owned or
hereafter  acquired  and  Borrower's  Books  relating  to  the  foregoing;

     All  copyright  rights, copyright applications, copyright registrations and
like protections in each work of authorship and derivative work thereof, whether
published  or  unpublished,  now  owned  or hereafter acquired; all trade secret
rights,  including  all  rights  to  unpatented  inventions, know-how, operating
manuals,  license  rights and agreements and confidential information, now owned
or  hereafter  acquired;  all  mask  work  or  similar  rights available for the
protection  of  semiconductor chips, now owned or hereafter acquired; all claims
for  damages  by  way of any past, present and future infringement of any of the
foregoing;


                                        1
<PAGE>
     All  Borrower's  Books  relating  to  the foregoing and any and all claims,
rights  and  interests  in any of the above and all substitutions for, additions
and  accessions  to  and  proceeds  thereof;  and

     All  investment  property,  whether  held  directly  or  as  a  security
entitlement,  securities  account,  commodity  contract  or a commodity account,
maintained  with  any  securities  intermediary  or  commodity  intermediary.

     Notwithstanding  the  foregoing,  the  Collateral  shall  not  be deemed to
include  any copyrights, copyright applications, copyright registration and like
protection  in  each  work  of  authorship  and derivative work thereof, whether
published  or  unpublished, now owned or hereafter acquired; any patents, patent
applications  and  like  protections  including without limitation improvements,
divisions,  continuations,  renewals,  reissues,  extensions  and
continuations-in-part  of  the  same, trademarks, service marks and applications
therefor,  whether  registered  or  not,  and  the  goodwill  of the business of
Borrower connected with and symbolized by such trademarks and service marks, any
trade  secret  rights,  including any rights to unpatented inventions, know-how,
operating  manuals,  license rights and agreements and confidential information,
now  owned  or  hereafter acquired; or any claims for damage by way of any past,
present  and  future  infringement  of  any  of the foregoing (collectively, the
"Intellectual  Property"), except that the Collateral shall include the proceeds
of all the Intellectual Property, including proceeds from the sale, licensing or
other  disposition of the Intellectual Property, and proceeds that are accounts,
(i.e.  accounts  receivable)  of  Borrower, or general intangibles consisting of
rights  to  payment, if a judicial authority (including a U.S. Bankruptcy Court)
holds  that  a  security  interest  in  the  underlying Intellectual Property is
necessary  to  have a security interest in such proceeds, including accounts and
general  intangibles of Borrower that are proceeds of the Intellectual Property,
then  the  Collateral shall automatically, and effective as of the Closing Date,
include  the  Intellectual Property to the extent necessary to permit perfection
of Bank's security interest in such accounts and general intangibles of Borrower
that  are  proceeds  of  the  Intellectual  Property.

     Borrower  and  Bank  are parties to that certain Negative Pledge Agreement,
whereby  Borrower,  in  connection  with  Bank's  loan or loans to Borrower, has
agreed,  among  other  things,  not to sell, transfer, assign, mortgage, pledge,
lease,  grant a security interest in, or otherwise encumber (except for licenses
granted  in  Borrower's  ordinary  course  of  business) any of its Intellectual
Property  without  Bank's  prior  written  consent.


                                        2
<PAGE>
                                    EXHIBIT B
LOAN  PAYMENT/ADVANCE  REQUEST  FORM
DEADLINE  FOR  SAME  DAY  PROCESSING  IS  12:00  PACIFIC  TIME.

FAX  TO:                                                      Date:_____________

[ ] Loan  Payment:

                        INSIGHTFUL CORPORATION (Borrower)

  From  Account # _________________________  To  Account  # ____________________
                     (Deposit  Account #)                      Loan Account #)
  Principal $ ______________________________ and/or Interest $ _________________

All  Borrower's representation and warranties in the Loan and Security Agreement
are  true,  correct  and complete in all material respects to on the date of the
telephone  transfer  request  for  and  advance,  but  those representations and
warranties  expressly  referring  to  another  date  shall  be true, correct and
complete  in  all  material  respects  as  of  the  date:

AUTHORIZED SIGNATURE: ____________________         Phone Number: _______________

[ ] LOAN  ADVANCE:

COMPLETE  OUTGOING  WIRE  REQUEST SECTION BELOW IF ALL OR A PORTION OF THE FUNDS
FROM  THIS  LOAN  ADVANCE  ARE  FOR  AN  OUTGOING  WIRE.

  From  Account # _________________________  To  Account  # ____________________
                      (Loan Account #)                       (Deposit Account #)

Amount of Advance $ _____________________

All  Borrower's representation and warranties in the Loan and Security Agreement
are  true,  correct  and complete in all material respects to on the date of the
telephone  transfer  request  for  and  advance,  but  those representations and
warranties  expressly  referring  to  another  date  shall  be true, correct and
complete  in  all  material  respects  as  of  the  date:

AUTHORIZED SIGNATURE: ____________________         Phone Number: _______________

OUTGOING  WIRE  REQUEST

COMPLETE ONLY IF ALL OR A PORTION OF FUNDS FROM THE LOAN ADVANCE ABOVE ARE TO BE
WIRED.
Deadline for same day processing is 12:00pm, PACIFIC TIME.
Beneficiary Name: _____________________    Amount of Wire: $ ________________
Beneficiary  Bank: ____________________    Account  Number: _________________
City  and  State: _____________________
Beneficiary Bank Transit (ABA) #: __ __ __ __ __ __ __ ---__ Beneficiary Bank
Code  (Swift,  Sort,  Chip,  etc.):_____


                                        1
<PAGE>
                                            (FOR INTERNATIONAL WIRE ONLY)
Intermediary Bank: _______________________  Transit (ABA) #: ___________________
For Further Credit to: ___________________
Special  Instruction: ____________________

By  signing  below,  I  (we)  acknowledge and agree that my (our) funds transfer
request  shall  be  processed  in  accordance  with and subject to the terms and
conditions  set  forth  in the agreements(s) covering funds transfer service(s),
which  agreements(s)  were  previously  received  and  executed  by  me  (us).

Authorized  Signature: _______________ 2nd Signature (If Required): ____________
Print  Name/Title: ___________________ Print  Name/Title: ______________________
Telephone # __________________________ Telephone # _____________________________


                                        2
<PAGE>
                                    EXHIBIT C

                           BORROWING BASE CERTIFICATE
Borrower:     Insightful  Corporation      Bank:     Silicon  Valley  Bank
                                                     701 Pike Street, Suite 1625
                                                     Seattle, WA 98101

Commitment Amount:     $3,500,000

ACCOUNTS  RECEIVABLE
1.            Accounts Receivable Book Value as of _____             $_________
2.            Additions (please explain on reverse)                  $_________
3.            TOTAL ACCOUNTS RECEIVABLE                              $_________

ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
4.            Amounts over 90 days due                       $_____
5.            Balance of 50% over 90 day accounts            $_____
6.            Credit balances over 90 days                   $_____
7.            Concentration Limits                           $_____
8.            Foreign Accounts                               $_____
9.            Governmental Accounts (other than accounts     $_____
              permitted under the Loan Agreement)
10.           Contra Accounts                                $_____
11.           Promotion or Demo Accounts                     $_____
12.           Intercompany/Employee Accounts                 $_____
13.           Other (please explain on reverse)              $_____
14.           TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS                   $_________
15.           Eligible Accounts (#3 minus #14)                       $_________
16.           LOAN VALUE OF ACCOUNTS (75% of #15)                    $_________

BALANCES
17.           Maximum Loan Amount                            $_____
18.           Total Funds Available [Lesser of #17 or #16]           $_________
19.           Present balance owing on Line of Credit        $_____
20.           Outstanding under Sublimits (Cash Mgmnt or     $_____
              LC)
21.           RESERVE POSITION (#18 minus #19 and #20)               $_________


The undersigned represents and warrants that this is true, complete and correct,
and  that  the  information in this Borrowing Base Certificate complies with the
representations  and  warranties  in the Loan and Security Agreement between the
undersigned  and  Silicon  Valley  Bank.


                                                             BANK  USE  ONLY
                                                             ----  ---  ----

COMMENTS:                                              Rec'd By: _______________
                                                                  Auth. Signer
INSIGHTFUL  CORPORATION                                Date: ___________________
                                                       Verified: _______________
By: ____________________________                                  Auth. Signer
         Authorized Signer                             Date: ___________________
                                                       _________________________


                                        1
<PAGE>
                                    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.

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

REPORTING COVENANT                              REQUIRED              COMPLIES
----------------------------------  --------------------------------  --------

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             10 days after delivery to SEC or  Yes   No
shareholder notices                 shareholders
A/R & A/P Agings                    Monthly within 20 days            Yes   No
Borrowing Base Certificate          Monthly within 20 days            Yes   No


FINANCIAL COVENANT                 REQUIRED        ACTUAL      COMPLIES
------------------------------  --------------  -------------  --------

MAINTAIN ON A QUARTERLY BASIS:
Net Loss                        Not to exceed   $____________  Yes   No
                                $    1,000,000
MAINTAIN ON A YEARLY BASIS:
Unfunded Cap Ex                 Not to exceed   $____________  Yes   No
                                $    3,000,000

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


<PAGE>
COMMENTS  REGARDING  EXCEPTIONS:  See  Attached.

Sincerely,                                                   BANK  USE  ONLY
                                                             ----  ---  ----
------------------------------                         Rec'd By: _______________
INSIGHTFUL  CORPORATION                                           Auth. Signer
                                                       Date: ___________________
------------------------------                         Verified: _______________
Signature                                                         Auth. Signer
                                                       Date: ___________________
------------------------------                         Compliance Status Yes  No
Title


                                        2.
<PAGE>
                                  EXHIBIT 10.3

                            NEGATIVE PLEDGE AGREEMENT

     This  Negative  Pledge Agreement is entered into as of March 29, 2002 (this
"Agreement"),  by  and  between  Insightful Corporation ("Borrower") and Silicon
Valley  Bank  ("Bank").

     In  connection  with  the  Loan and Security Agreement dated as of the date
hereof  between  Borrower  and  Bank  (the  "Loan  Agreement") and the documents
related  thereto,  Borrower hereby agrees as follows (all capitalized terms used
but  not  defined  herein  shall  have the meanings ascribed to them in the Loan
Agreement):

     1.     Except  as  expressly permitted under the Loan Agreement, and except
for  the  security  interests granted under the Loan Agreement in favor of Bank,
Borrower  shall  not  sell,  transfer,  assign, mortgage, pledge, lease, grant a
security  interest  in,  or  encumber  any  of Borrower's Intellectual Property,
including,  without  limitation,  the  following:

     (a)     Any  and  all  copyright  rights, copyright applications, copyright
registrations and like protection in each work or authorship and derivative work
thereof,  whether  published  or  unpublished  and  whether or not the same also
constitutes a trade secret, now or hereafter existing, created, acquired or held
(collectively,  the  "Copyrights");

     (b)     Any  and  all  trade secrets, and any and all intellectual property
rights  in  computer  software  and  computer software products now or hereafter
existing,  created,  acquired  or  held;

     (c)     Any and all design rights which may be available to Borrower now or
hereafter  existing,  created,  acquired  or  held;

     (d)     All  patents,  patent applications and like protections, including,
without  limitation, improvements, divisions, continuations, renewals, reissues,
extensions and continuations-in-part of the same, including, without limitation,
the  patents  and  patent  applications  (collectively,  the  "Patents");

     (e)     Any  trademark  and  servicemark rights, whether registered or not,
applications to register and registrations of the same and like protections, and
the entire goodwill of the business of Borrower connected with and symbolized by
such  trademarks  (collectively,  the  "Trademarks");

     (f)     Any  and  all claims for damages by way of past, present and future
infringements  of  any of the rights included above, with the right, but not the
obligation,  to sue for and collect such damages for said use or infringement of
the  intellectual  property  rights  identified  above;

     (g)     All  licenses or other rights to use any of the Copyrights, Patents
or  Trademarks  and  all license fees and royalties arising from such use to the
extent  permitted  by  such  license  or  rights;


<PAGE>
     (h)     All  amendments,  extensions, renewals and extensions of any of the
Copyrights,  Patents  or  Trademarks;  and

     (i)     All  proceeds  and  products  of  the foregoing, including, without
limitation, all payments under insurance or any indemnity or warranty payable in
respect  of  any  of  the  foregoing.

     Notwithstanding  the  foregoing,  Borrower  shall  have  the right to grant
exclusive  and  non-exclusive  licenses  of  its  Intellectual  Property  in the
ordinary  course  of  its  business.

     2.     Until  payment  in  full  of all outstanding Obligations, and for so
long  as  Bank  may  have any commitment to make any Credit Extensions under the
Loan  Agreement,  Borrower shall not, and shall not permit any Subsidiary to (i)
agree  with  another  Person  not  to  pledge, mortgage or otherwise encumber or
subject,  or  (ii)  agree  with another Person not to permit to exist upon or be
subjected  to,  any  lien,  security  interest  or  charge  upon,  Borrower's
Intellectual  Property.

     3.     In  the  event  Borrower  creates  a  Lien in favor of any Person in
violation  of  Section  1  hereof, then, without further act or instrument, Bank
shall  be deemed to have received a security interest in Borrower's Intellectual
Property.

     4.     It shall be an Event of Default under the Loan Agreement if there is
a  breach  of  any  term  of  this  Agreement.

     5.     Borrower  hereby authorizes Bank to file a UCC-1 Financing Statement
for  the  purpose  of  reflecting  the  negative  pledge  granted  hereunder.


SILICON VALLEY BANK                       INSIGHTFUL CORPORATION

By: /S/ Geir B. Hansen                    By:  /S/  Sarwat H. Ramadan
   -----------------------------               ------------------------------
Printed Name: Geir B. Hansen              Printed Name: Sarwat H. Ramadan
              ------------------                        ---------------------
Title: Senior  Vice President             Title:  Vice President and CFO
      --------------------------                  ---------------------------


                                        2.
<PAGE>