Exhibit 10.2
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                             INSIGHTFUL CORPORATION
                              AMENDED AND RESTATED
                  2001 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


     1.   PURPOSE. This Non-Qualified Stock Option Plan, to be known as the
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Amended and Restated 2001 Non-Employee Director Stock Option Plan (hereinafter,
the "Plan") is intended to promote the interests of Insightful Corporation
(hereinafter, the "Company") by providing an inducement to obtain and retain the
services of qualified persons who are not employees or officers of the Company
to serve as members of its Board of Directors (the "Board").

     2.   AVAILABLE SHARES. The total number of shares of common stock, par
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value $.01 per share, of the Company (the "Common Stock") for which options may
be granted under this Plan shall not exceed 1,000,000 shares, subject to
adjustment in accordance with paragraph 10 of this Plan.  Shares subject to this
Plan are authorized but unissued shares or shares that were once issued and
subsequently reacquired by the Company.  If any options granted under this Plan
are surrendered before exercise or lapse without exercise, in whole or in part,
the shares reserved therefor shall continue to be available under this Plan.

     3.   ADMINISTRATION. This Plan shall be administered by the Board or by
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a committee appointed by the Board (the "Committee").  In the event the Board
fails to appoint or refrains from appointing a Committee, the Board shall have
all power and authority to administer this Plan.  In such event, the word
"Committee" wherever used herein shall be deemed to mean the Board.  The
Committee shall, subject to the provisions of the Plan, have the power to
construe this Plan, to determine all questions hereunder, and to adopt and amend
such rules and regulations for the administration of this Plan as it may deem
desirable.  No member of the Board or the Committee shall be liable for any
action or determination made in good faith with respect to this Plan or any
option granted under it.

     4.   AUTOMATIC GRANT OF OPTIONS. The Plan shall first become effective
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upon the date on which the stockholders of the Corporation adopt the Plan.
Subject to the availability of shares under this Plan, (a) each person who
becomes a member of the Board and who is not an employee or officer of the
Company (a "Non-Employee Director") shall be automatically granted on the date
such person is first elected to the Board (the "Grant Date"), without further
action by the Board, an option to purchase 20,000 shares of the Common Stock (
the "Initial Options") and (b) each person who is at the date of effectiveness
of the Plan or becomes a member of the Board thereafter who remains a
Non-Employee Director through each February 3rd (the "Anniversary Date"), shall
be automatically granted on the Anniversary Date, an option to purchase (1)
20,000 shares of the Common Stock if such person has been a member of the Board
for an entire year prior to the Anniversary Date, subject to the availability of
shares under this Plan, or (2) an amount equal to the full number of months such
Director has served on the Board for a one-year period preceding such
Anniversary Date, divided by 12 and multiplied by 20,000, and if such number is
a fraction, rounded up to the next highest whole number, subject to the
availability of shares under this Plan.

     The options to be granted under this paragraph 4 shall be the only options
ever to be granted at any time to such member under this Plan.  Notwithstanding
anything to the contrary set forth herein, if this Plan is not approved by a
majority of the Company's stockholders within 12 months of the date on which the
Corporation's Board of Directors shall approve the Plan, then the Plan and the
options granted pursuant to this Section 4 shall terminate and become void, and
no further options shall be granted under this Plan.

     5.   OPTION PRICE. The purchase price of the stock covered by an option
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granted pursuant to this Plan shall be 100% of the fair market value of such
shares on the day the option is granted.  The option price will be subject to
adjustment in accordance with the provisions of paragraph 10 of this Plan.  For
purposes of this Plan, if, at the time an option is granted under the Plan, the
Company's Common Stock is publicly traded, "fair market value" shall mean (i)
the average (on that date) of the high and low prices of the Common Stock on the
principal national securities exchange on which the Common Stock is traded, if
the Common Stock is then traded on a national securities exchange; or (ii) the
last reported sale price (on that date) of the Common Stock on the Nasdaq
National or Small Cap Market, if the Common Stock is not then traded on a
national securities exchange; or (iii) the closing bid price (or average of bid


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prices) last quoted (on that date) by an established quotation service for
over-the-counter securities, if the Common Stock is not reported on the Nasdaq
National or Small Cap Market.  If the Common Stock is not publicly traded at the
time an option is granted under the Plan, "fair market value" shall be deemed to
be the fair value of the Common Stock as determined by the Committee after
taking into consideration all factors which it deems appropriate.

     6.   PERIOD OF OPTION. Unless sooner terminated in accordance with the
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provisions of paragraph 8 of this Plan, an option granted hereunder shall expire
on the date which is ten (10) years after the date of grant of the option.

     7.   VESTING OF SHARES, NON-TRANSFERABILITY OF OPTIONS AND NON-STATUTORY
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          STOCK OPTIONS.
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          (a)  Vesting.  All  Options  granted  under  this  Plan  shall  not be
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exercisable until they become vested.  Options granted under this Plan shall
vest in the optionee on the Grant Date and thus became immediately exercisable
upon the date of the grant.

          (b)  Transferability. Any option granted pursuant to this Plan
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shall be assignable or transferable by will, the laws of descent and
distribution, pursuant to a domestic relations order or in accordance with the
terms of the optionee's option agreement and only in compliance with the
provisions of the Securities Act of 1933, as amended (the "Securities Act").

          (c)  Options granted under the Plan are not intended to be
"incentive stock options" as defined in Section 422 of the Internal Revenue Code
of 1986, as amended.

     8.   TERMINATION OF OPTION RIGHTS.
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          (a)     Except as otherwise specified in the agreement relating to an
option, in the event an optionee ceases to be a member of the Board for any
reason other than death or permanent disability, any then unexercised portion of
options granted to such optionee shall, to the extent not then vested,
immediately terminate and become void; any portion of an option which is then
vested but has not been exercised at the time the optionee so ceases to be a
member of the Board may be exercised, to the extent it is then vested, by the
optionee at any time prior to the earlier of the scheduled expiration date of
the option or 180 days from the date the optionee ceases to be a member of the
Board.

          (b)     In the event that an optionee ceases to be a member of the
Board by reason of his or her death or permanent disability, any option granted
to such optionee shall be immediately and automatically accelerated and become
fully vested.   All unexercised options which are then exercisable (including
those options which become exercisable pursuant to the first sentence of this
Section 8(b)) but have not been exercised at the time the optionee so ceases to
be a member of the Board of Directors may be exercised, to the extent any
portion of such options are then exercisable, by the optionee (or by the
optionee's personal representative, heir or legatee, in the event of death)
until the scheduled expiration date of the option.

          (c)     No portion of an option may be exercised if the optionee is
removed or resigns from the Board of Directors for any one of the following
reasons:  (i) disloyalty, gross negligence, dishonesty or breach of fiduciary
duty to the Company; or (ii) the commission of an act of embezzlement, fraud or
deliberate disregard of the rules or policies of the Company which results in
loss, damage or injury to the Company, whether directly or indirectly; or (iii)
the unauthorized disclosure of any trade secret or confidential information of
the Company; or (iv) the commission of an act which constitutes unfair
competition with the Company or which induces any customer of the Company to
break a contract with the Company; or (v) the conduct of any activity on behalf
of any organization or entity which is a competitor of the Company (unless such
conduct is approved by a majority of the members of the Board of Directors).


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     9.   EXERCISE OF OPTION. Subject to the terms and conditions of this
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Plan and the option agreements, an option granted hereunder shall, to the extent
then exercisable, be exercisable in whole or in part by giving written notice to
the Company by mail, facsimile or in person addressed to Insightful Corporation,
at its principal executive offices, stating the number of shares with respect to
which the option is being exercised, accompanied by payment in full for such
shares.  Payment may be (a) in United States dollars in cash or by check, (b) in
whole or in part in shares of the Common Stock of the Company already owned by
the person or persons exercising the option (subject to restrictions and
guidelines as the Board may adopt from time to time) valued at fair market value
determined in accordance with the provisions of paragraph 5 or (c) consistent
with applicable law, except as otherwise explicitly provided in the applicable
option agreement, and only if the Common Stock is then publicly traded, delivery
of an irrevocable and unconditional undertaking by a creditworthy broker to
deliver promptly to the Company sufficient funds to pay the exercise price, or
delivery by the optionee to the Company of a copy of irrevocable and
unconditional instructions to a creditworthy broker to deliver promptly to the
Company cash or a check sufficient to pay the exercise price.  There shall be no
such exercise at any one time as to fewer than one hundred (100) shares or all
of the remaining shares then purchasable by the person or persons exercising the
option if fewer than one hundred (100) shares.  The Company's transfer agent
shall, on behalf of the Company, prepare a certificate or certificates
representing such shares acquired pursuant to exercise of the option, shall
register the optionee as the owner of such shares on the books of the Company
and shall cause the fully executed certificate(s) representing such shares to be
delivered to the optionee as soon as practicable after payment of the option
price in full.  The holder of an option shall not have any rights of a
stockholder with respect to the shares covered by the option, except to the
extent that one or more certificates for such shares shall be delivered to him
or her upon the due exercise of the option.

     10.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION AND OTHER EVENTS. Upon
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the occurrence of any of the following events, an optionee's rights with respect
to options granted to him or her hereunder shall be adjusted as hereinafter
provided:

          (a)  Stock Dividends and Stock Splits. If the shares of Common Stock
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shall be subdivided or combined into a greater or smaller number of shares or if
the Company shall issue any shares of Common Stock as a stock dividend on its
outstanding Common Stock, the number of shares of Common Stock deliverable upon
the exercise of options shall be appropriately increased or decreased
proportionately, and appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination or stock dividend.

          (b)  Recapitalization Adjustments. Immediately upon the
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consummation of an Acquisition, all outstanding options under this Plan shall
remain the obligation of the Company or be assumed by the surviving or acquiring
entity, and there shall automatically be a substitute for the shares of Common
Stock subject to the options the consideration payable with respect to the
Outstanding Shares of Common Stock in connection with the Acquisition.  In the
event of a reorganization, recapitalization, merger, consolidation, or any other
change in the corporate structure or shares of the Company, to the extent
permitted by Rule 16b-3 under the Securities Exchange Act of 1934, adjustments
in the number and kind of shares authorized by this Plan and in the number and
kind of shares covered by, and in the option price of outstanding options under
this Plan necessary to maintain the proportionate interest of the optionee and
preserve, without exceeding, the value of such option, shall be made if, and in
the same manner as, such adjustments are made to options issued under the
Company's other stock option plans.  Notwithstanding the foregoing, no such
adjustment shall be made which would, within the meaning of any applicable
provisions of the Internal Revenue Code of 1986, as amended, constitute a
modification, extension or renewal of any option or a grant of additional
benefits to the holder of an option.  For purposes of this paragraph 10, an
"ACQUISITION" shall mean: (x) any merger, consolidation or purchase of
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outstanding capital stock of the Company, or other form of business combination
in which the Company is the target of such combination or after which the voting
securities of the Company outstanding immediately prior thereto represent
(either by remaining outstanding or by being converted into voting securities of
the surviving or acquiring entity) less than 50% of the combined voting power of
the voting securities of the Company or such surviving or acquiring entity
outstanding immediately after such event (other than as a result of a financing
transaction); or (y) any sale of all or substantially all of the capital stock
or assets of the Company in a business combination (other than in a spin-off or
similar transaction).

          (c)  Issuances of Securities. Except as expressly provided herein,
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no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and


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no adjustment by reason thereof shall be made with respect to, the number or
price of shares subject to options. No adjustments shall be made for dividends
paid in cash or in property other than securities of the Company.

          (d)  Adjustments. Upon the happening of any of the foregoing
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events, the class and aggregate number of shares set forth in paragraph 2 of
this Plan that are subject to options which previously have been or subsequently
may be granted under this Plan shall also be appropriately adjusted to reflect
such events.  The Board shall determine the specific adjustments to be made
under this paragraph 10 and its determination shall be conclusive.

          (e)  Pooling-of Interests-Accounting. If the Company proposes to
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engage in an Acquisition intended to be accounted for as a pooling-of-interests,
and  in the event that the provisions of this Plan or of any Award hereunder, or
any  actions  of  the  Board  taken  in  connection  with  such Acquisition, are
determined  by  the  Company's  or  the  acquiring  company's independent public
accountants  to  cause  such  Acquisition  to  fail  to  be  accounted  for as a
pooling-of-interests,  then  such  provisions  or  actions  shall  be amended or
rescinded by the Board, without the consent of any Participant, to be consistent
with  pooling-of-interests  accounting  treatment  for  such  Acquisition.


     11.  RESTRICTIONS ON ISSUANCE OF SHARES. Notwithstanding the provisions
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of paragraphs 4 and 9 of this Plan, the Company shall have no obligation to
deliver any certificate or certificates upon exercise of an option until one of
the following conditions shall be satisfied:

          (a)  The issuance of shares with respect to which the option has
been exercised is at the time of the issue of such shares effectively registered
under applicable federal and state securities laws as now in force or hereafter
amended; or

          (b)  Counsel for the Company shall have given an opinion that the
issuance of such shares is exempt from registration under federal and state
securities laws as now in force or hereafter amended; and the Company has
complied with all applicable laws and regulations with respect thereto,
including without limitation all regulations required by any stock exchange upon
which the Company's outstanding Common Stock is then listed.

     12.  LEGEND ON CERTIFICATES. The certificates representing shares
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issued pursuant to the exercise of an option granted hereunder shall carry such
appropriate legend, and such written instructions shall be given to the
Company's transfer agent, as may be deemed necessary or advisable by counsel to
the Company in order to comply with the requirements of the Securities Act, as
amended, or any state securities laws.

     13.  REPRESENTATION OF OPTIONEE. If requested by the Company, the
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optionee shall deliver to the Company written representations and warranties
upon exercise of the option that are necessary to show compliance with federal
and state securities laws, including representations and warranties to the
effect that a purchase of shares under the option is made for investment and not
with a view to their distribution (as that term is used in the Securities Act)
of 1933, as amended.

     14.  OPTION AGREEMENT. Each option granted under the provisions of this
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Plan shall be evidenced by an option agreement, which agreement shall be duly
executed and delivered on behalf of the Company and by the optionee to whom such
option is granted.  The option agreement shall contain such terms, provisions
and conditions not inconsistent with this Plan as may be determined by the
officer executing it.

     15.  TERMINATION AND AMENDMENT OF PLAN. Options may no longer be
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granted under this Plan after 10 years from the date on which the stockholders
approve the Plan, and this Plan shall terminate when all options granted or to
be granted hereunder are no longer outstanding.  The Board may at any time
terminate this Plan or make such modification or amendment thereof as it deems
advisable; provided, however, that the Board may not, without approval by the
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affirmative vote of the holders of a majority of the shares of Common Stock
present in person or by proxy and voting on such matter at a meeting, (a)
increase the maximum number of shares for which options may be granted under
this Plan (except by adjustment pursuant to Section 10), (b) materially modify
the requirements as to eligibility to participate in this Plan, or (c)
materially increase benefits accruing to option holders


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under this Plan. Termination or any modification or amendment of this Plan shall
not, without consent of a participant, affect his or her rights under an option
previously granted to him or her.

     16.  WITHHOLDING OF INCOME TAXES. Each optionee shall pay to the
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Company, or make provisions satisfactory to the Company for payment of, any
taxes required by law to be withheld in connection with grants to such optionee
no later than the date of the event creating the tax liability.  The Board may
allow optionees to satisfy such tax obligations in whole or in part by
transferring shares of Common Stock, including shares retained from the option
creating the tax obligation, valued at their fair market value (as determined by
the Board or as determined pursuant to the applicable option agreement).  The
Company may, to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to an optionee.

     17.  COMPLIANCE WITH REGULATIONS. It is the Company's intent that this
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Plan comply in all respects with Rule 16b-3 (or any successor or amended
provision thereof) and any applicable Securities and Exchange Commission
interpretations thereof.  If any provision of this Plan is deemed not to be in
compliance with Rule 16b-3, the provision shall be null and void or amended by
the Board of Directors to ensure proper compliance.

     18.  NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the
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applicable Award, no Participant or Designated Beneficiary shall have any rights
as  a  stockholder  with respect to any shares of Common Stock to be distributed
with  respect  to  an  Award  until  becoming  the  record  holder  thereof.

     19.  GOVERNING LAW. The validity and construction of this Plan and the
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instruments evidencing options shall be governed by the laws of the State of
Delaware, without giving effect to the principles of conflicts of law thereof.



                                 Adopted by the Board of Directors on:
                                           January 16, 2002

                                   Approved by the stockholders on:
                                            April 17, 2002


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