Lucent Technologies - Insightful Proprietary



================================================================================



                        ASSIGNMENT AND LICENSE AGREEMENT


                                     BETWEEN


                            LUCENT TECHNOLOGIES INC.


                                       AND


                             INSIGHTFUL CORPORATION




                        EFFECTIVE AS OF JANUARY 19, 2004



                RELATING TO SOFTWARE PRODUCT (AS DEFINED HEREIN)


================================================================================


<PAGE>
                        ASSIGNMENT AND LICENSE AGREEMENT


                                TABLE OF CONTENTS


Article I. . . . . . . . . . Definitions
Article II . . . . . . . . . Assignment and Licenses Of Software
Article III . . . . . . . . .Patent Licenses
Article IV . . . . . . . . . Payment
Article V . . . . . . . . . .Export Control
Article VI . . . . . . . . . Term And Termination
Article VII. . . . . . . . . Assignability
Article VIII . . . . . . . . Licenses To Related Companies And Improvements
Article IX. . . . . . . . . .Warranty, Disclaimer And Covenants
Article X. . . . . . . . . . General Provisions
Article XI. . . . . . . . . .Dispute Resolution
Article XII. . . . . . . . . Notices And Statements

Appendix A . . . . . . . . . Definitions




                                        i
<PAGE>
                        ASSIGNMENT AND LICENSE AGREEMENT


     THIS  ASSIGNMENT  AND  LICENSE  AGREEMENT (this "Agreement") is made by and
between  Lucent  Technologies Inc., a Delaware corporation ("Lucent"), having an
office  at  600  Mountain  Avenue, Murray Hill, New Jersey 07974, and Insightful
Corporation, a Delaware corporation ("Buyer"), having an office at 1700 Westlake
Avenue  North,  Suite  500,  Seattle,  Washington  98109.  Lucent  and Buyer are
sometimes  referred  to herein individually as a "Party" and collectively as the
"Parties".

     This  Agreement shall be executed by all Parties and shall become effective
on  January  19,  2004  (the  "Effective  Date");

                                    RECITALS

A.     WHEREAS,  Lucent is the owner of certain right, title and interest in and
to  the  Software  Product  as  defined  in  Exhibit  A;  and

B.     WHEREAS,  Lucent wishes to sell and assign, and Buyer wishes to purchase,
all  of  Lucent's  copyright  right,  title  and interest in and to the Software
Product  (as  defined herein) and Buyer wishes to obtain certain patent licenses
related  to  the  Software  Product  as  described  herein.

NOW,  THEREFORE,  in consideration of the mutual agreements and covenants herein
contained  and  intending  to  be  legally  bound  thereby, the Parties agree as
follows:


                                    ARTICLE I
                                   DEFINITIONS

1.01    Unless  defined in the body of this Agreement, as used in this Agreement
any  term in initial capital letters shall have the meaning ascribed in Appendix
A  attached  hereto.


                                   ARTICLE II
                       ASSIGNMENT AND LICENSES OF SOFTWARE

2.01    Assignment  of Software Product. Subject to receipt of the first payment
        -------------------------------
set  forth  in Section 4.01 and to the licenses granted to Lucent, Lucent hereby
irrevocably  transfers  and  assigns  to Buyer all of Lucent's present worldwide
right,  title  and  interest  in  and to (i) the Software Product, including all
copyright,  trade  secret  and  other  intellectual  property rights (other than
patent  rights  which  are  specifically  set  forth  in  Article III) which are
specific  thereto;  and  (ii)  if  any,  the  name  and  mark  "S" to the extent
protectible  as  a  trademark  or  service  mark (the "Mark"), together with all
associated goodwill. The transfer and assignment of the Software Product and the
Mark  shall  be  subject  to  all


<PAGE>
Prior  Lucent  Agreements.  Upon  request  of Buyer, Lucent agrees to execute an
assignment  of  copyright and/or of trademark, which assignment(s) shall reflect
the  terms  and conditions herein. Buyer agrees not to assert any claim or bring
any  suit  or  proceeding  against any third party based on Buyer's intellectual
property  rights  in  or  ownership  of Software Product relating to use by such
third  party  of  any  software,  documentation or other material contributed by
Lucent,  its  Subsidiaries or any of its employees to the R or Omegahat Projects
prior  to  January  1,  2004.

2.02    License  to Assigned Software. In partial consideration for the transfer
        -----------------------------
and  assignment  of  the  Software  Product  by Lucent to Buyer, Buyer grants to
Lucent  a personal, nonexclusive, nontransferable (except as provided in Article
VII),  irrevocable  (except as provided in Article VI), worldwide, fully paid-up
license  to  use, copy, perform or display the Software Product for internal use
and  create,  use, copy, perform or display derivative works (as defined by U.S.
copyright  law)  from  the  Software  Product  for  internal  use.

2.03    Additional  Rights.  In  addition  to the foregoing license to Lucent in
        ------------------
Section  2.02,  it shall not be a breach of this Agreement or a violation of any
intellectual property right of Buyer if Lucent (including its employees, agents,
Subsidiaries  and contractors), without copying any portion of Software Product,
develops  software,  which  is  (i)  similar  to Software Product, (ii) based on
information  or  descriptions that are either (A) available in the public domain
or  (B)  to  which  Lucent  has  rights other than through this Agreement, (iii)
provides similar or identical functionality as Software Product, (iv) written in
the  S  language  and/or  (v)  has  a  similar  or identical application program
interface  as  the  Software Product. Subject to the restriction of Section 2.02
that  the  Software  Product  may  only  be used internally, Lucent shall not be
restricted in any way from licensing, selling, developing or exploiting any such
software.

2.04    Furnishing  of  Software Product. Buyer acknowledges and agrees that (i)
        --------------------------------
it  is  already in possession of the Software Product and (ii) Lucent shall have
no  obligations  to furnish or deliver Software Product or any portions thereof.


                                   ARTICLE III
                                 PATENT LICENSES

3.01    Licensed  Patents. Subject to the receipt of the first payment specified
        -----------------
in  Section  4.01,  Lucent  hereby  grants  to  Buyer a personal, fully paid-up,
worldwide,  non-transferable  (except  as  provided in Article VII), irrevocable
(except  as provided in Article VI), and nonexclusive license under the Licensed
Patents  to make, have made, use, sell, offer to sell, lease and import Licensed
Products.  The licenses in this Section include the right convey to any customer
of  the  Buyer,  with respect to any Licensed Product which is sold or leased by
Buyer  to such customer, rights to use and resell such Licensed Products as sold
or  leased  by  Buyer  (whether  or  not  as part of a larger combination). This
license shall not be construed as a right to convey any rights under any patents
other  than Licensed Patents to customers with respect to any invention which is
directed  to (1) a combination of such Licensed Product (as sold or leased) with
any other product regardless of whether such other product is hardware, software
or  another  Licensed  Product,  (2) a method or process which is other than the
inherent  use  of  such


                                        2
<PAGE>
Licensed  Product  itself  (as  sold  or  leased),  or  (3)  any  other  product
manufactured  (including  associated  testing)  by  or  through  the  use of the
Licensed  Product.

3.02    No  Indirect  Infringement License. Licenses granted herein to Buyer are
        ----------------------------------
not to be construed: (i) as consent by grantor to any act which may be performed
by the grantee, except to the extent impacted by a patent licensed herein to the
grantee  or (ii) to include licenses to contributorily infringe any patent other
than  a  Licensed  Patent  or  induce  infringement  under U.S. law or a foreign
equivalent  thereof.

3.03    Term.  The  patent  licenses  granted  herein  under  any  patent  shall
        ----
continue, unless otherwise terminated in accordance with this Agreement, for the
entire unexpired term of such patent, but if, upon commencement of the Effective
Date,  the  grantor has no rights, or less than full rights, with respect to any
of  its  patents  included within the definitions hereunder, the license granted
herein  under  such  patent  shall  be  for  as much of such term as, and to the
maximum  extent  that,  the  grantor  has  the  right  to  grant.

3.04    No  Sham.  The "have made" rights granted hereunder to a Party shall not
        --------
be exercised in a manner that the exercise of such have made rights is a sham to
sublicense the other Party's patents licensed hereunder to a third party and not
for  bona  fide  business  purposes  of  such  Party.


                                   ARTICLE IV
                                     PAYMENT

4.01  Payments.  In  consideration  for the assignment and licenses hereunder by
      --------
Lucent  to  Buyer,  Buyer  shall pay to Lucent a sum of two million U.S. dollars
(U.S.  $2,000,000.00)  at  the  address  specified  in  Section  4.05.  For  the
convenience  of  the  Parties,  Buyer  has  elected  to  pay such sum in two (2)
installments  as  follows:

------------------------------------------------------------------------
     PAYMENT NUMBER         AMOUNT                  DUE DATE
---------------------  ------------------  -----------------------------
          1            $ 1,500,000.00      within five (5) business days
                                            of the Effective Date hereof
---------------------  ------------------  -----------------------------
          2            $   500,000.00      Within one (1) year of the
                                              Effective Date hereof
------------------------------------------------------------------------

In  addition  to the foregoing, to the extent Lucent or its Subsidiaries has any
payment, royalty or other monetary obligations to any third party as a result of
the  grant  of  licenses  under  Licensed Patents in Article III, Buyer shall be
responsible for reimbursing Lucent or its Subsidiaries for such payment, royalty
or  other  monetary  obligations.

4.02    No  Refund.  No refund, credit or other adjustment of payments hereunder
        ----------
shall  be made by Lucent. Rights conferred by Section 4.01 shall not be affected
by  any statement appearing on any check or other document, except to the extent
that  any  such  right is expressly waived or surrendered by a Party having such
right  and  signing  such  statement.


                                        3
<PAGE>
4.03    Payment  in  U.S. Dollars. All payments under Section 4.01 shall be made
        -------------------------
in United States dollars to Lucent at the address specified in Section 4.05. Any
conversion  to  United  States  dollars shall be at the prevailing rate for bank
cable  transfers as quoted for the last day of such semiannual period by leading
United  States  banks  in  New York City dealing in the foreign exchange market.

4.04    Overdue  Payments. Overdue payments hereunder shall be subject to a late
        -----------------
payment charge calculated at an annual rate of three percentage points (3%) over
the  prime rate or successive prime rates (as posted in New York City by leading
United  States  banks)  during delinquency. If the amount of such charge exceeds
the  maximum  permitted  by  law,  such charge shall be reduced to such maximum.

4.05    Payment  Address.  Payments by Buyer shall be made to Lucent at Lucent's
        ----------------
account.  Payments  may  be  made  via  wire transfers to the following address:
Lucent  Technologies  Inc.,  Account  # 323861415, Chase Manhattan Bank, 1 Chase
Plaza,  New  York,  NY  10081,  Swift  Code  CHASUS33,  ABA  Code  021000021.
Alternatively,  payments  made  by  check  should  be  made  payable  to  Lucent
Technologies  Inc.  and sent to: Lucent Technologies Inc., Bank of America, 6000
Feldwood  Road,  College  Park, GA 30349, Attn. Lock-Box 277078. Changes in such
address  or  account  may  be  specified  by  written  notice.


                                    ARTICLE V
                                 EXPORT CONTROL

5.01  (a)     The  Parties  acknowledge  that  any  information  and  software
(including,  but  not  limited  to,  services  and training) provided under this
Agreement  are  subject  to  U.S.  export  laws  and  regulations and any use or
transfer  of  such  information  and  software  must  be  authorized under those
regulations.  Each  Party  hereby  assures  the other that it will not without a
license  or  license exception authorized by the Bureau of Export Administration
of  the  U.S.  Department  of Commerce, Washington, D.C. 20230, United States of
America,  if  required:

     (i)  export  or release the information or software (including source code)
          obtained  pursuant  to  this Agreement to a national of Country Groups
          D:1 or E:2 (15 C.F.R. Part 740, Supp. 1), Iran, Iraq, Sudan, or Syria;

     (ii) export  to  Country  Groups  D:1  or  E:2, or to Iran, Iraq, Sudan, or
          Syria,  the  direct  product (including processes and services) of the
          information  or  software;  or

    (iii) if  the  direct  product of the information is a complete plant or any
          major component of a plant, export to Country Groups D:1 or E:2, or to
          Iran,  Iraq, Sudan, or Syria, the direct product of the plant or major
          component.

     (b)  This  assurance  will  be  honored  even after any termination of this
          Agreement.


                                        4
<PAGE>
                                   ARTICLE VI
                              TERM AND TERMINATION

6.01    Term.  This  Agreement  shall be effective during the term commencing on
        ----
the  Effective Date hereof and shall continue, subject to the term of the patent
licenses  granted  in  Article  III,  unless  terminated (i) by mutual agreement
between the Parties; or (ii) pursuant to this Article VI. The Parties agree that
any  breach  other  than  as  specified in Section 6.02 shall not be a basis for
termination  of  any rights or licenses granted hereunder but rather such breach
shall  be  resolved  pursuant  to  Article  XI.

6.02    Failure  to  Pay. If Buyer fails to make a payment called for in Article
        ----------------
IV,  to  the  extent that any such failure is not attributable to any failure on
the  part  of the Seller to perform any of its obligations under this Agreement,
the  Seller  upon its election and in addition to any other remedies that it may
have, may at any time terminate the licenses (or any part thereof) granted under
this  Agreement  by  not  less  than two (2) months written notice to the Buyer,
unless  within  the period of such notice such payment has been made or Buyer is
contesting  in  good  faith  its  obligation  to  make  such  payment.

6.03    Survival.  The  rights  and  obligations  of the Parties which, by their
        --------
nature,  would  continue  beyond termination of this Agreement shall survive and
continue  after  any termination of this Agreement. For example, the obligations
of  the Parties under Sections 5.01 and 9.02, licenses to customers with respect
to  products  sold  by  a Party prior to any such termination, and in connection
with  any  termination  under Section 6.02 licenses granted to the non-breaching
Party  hereunder  shall  survive  and  continue.


                                   ARTICLE VII
                                  ASSIGNABILITY

7.01    No Assignability. The Parties hereto have entered into this Agreement in
        ----------------
contemplation  of  personal  performance, each by the other, and intend that the
licenses  and  rights  granted  hereunder to a Party not be extended to entities
other  than  such Party's Subsidiaries without the other Party's express written
consent.

7.02    Successors.  Notwithstanding  Section  7.01,  all  of  a Party's rights,
        ----------
title,  obligations  and  interest in this Agreement and any licenses and rights
granted  to  it hereunder may be assigned to any direct or indirect successor to
all  or  a  portion  of  the  business  of  the Party or its Subsidiaries, which
successor  shall thereafter be deemed substituted as the Party hereto, effective
upon  such  assignment.


                                  ARTICLE VIII
                 LICENSES TO RELATED COMPANIES AND IMPROVEMENTS

8.01    Licenses  to  Subsidiaries. The grant of each license hereunder includes
        --------------------------
the  right  to  grant  sublicenses within the scope of such license to a Party's
Subsidiaries  for  so  long  as  they  remain  its


                                        5
<PAGE>
Subsidiaries.  Any  and  all  licenses  or  sublicenses  granted to Subsidiaries
pursuant to this Agreement may be made effective retroactively, but not prior to
the  Effective Date hereof, nor prior to the sublicensee's becoming a Subsidiary
of  such  Party.

8.02    No  Other  Licenses.  Unless  otherwise  specifically  expressed in this
        -------------------
Agreement, no license to, or right of a Party, under any of such Party's patent,
copyright, trademark, trade secret, or any other intellectual property right, is
either  granted  or  implied.

8.03    Improvements. No rights are granted to a Party under any improvements or
        ------------
derivative works (as defined by U.S. copyright law) of the information disclosed
in  Software  Product or any patent licensed hereunder to the extent made by the
other  Party  after  the  Effective  Date.


                                   ARTICLE IX
                       WARRANTY, DISCLAIMER AND COVENANTS

9.01  (a)     Lucent  represents  and  warrants that it is the sole owner of all
copyright  rights, title, and interest in and to the Software Product worldwide,
and  that it has the right, without violation of any law or third party interest
or agreement, to enter into this Agreement and to make and grant the assignments
and  licenses  herein  without  any  liens,  claims  or  encumbrances.

     (b)     Lucent warrants that, to the knowledge of its Intellectual Property
Business (a business unit of Lucent which in the ordinary course of its business
should  be apprised of infringements or misappropriations of Lucent intellectual
property and of any licenses granted under Lucent intellectual property), it has
received  no  written claim or written notice from any third party alleging that
any  of  the  Software  Product  in  their  current  form,  or any uses thereof,
constitute  infringements  or  misappropriations of any third-party intellectual
properties  or  rights.

     (c)     Lucent  represents  that,  to  the  knowledge  of  its Intellectual
Property  Business Lucent is not a party to a written license between Lucent and
any  of  its  Subsidiaries  with  respect  to  the  Software  Product.

     (d)     EXCEPT  AS  OTHERWISE  SET  FORTH IN THIS ARTICLE IX, THE SOFTWARE,
PATENTS,  TRADEMARKS  OR  OTHER  INFORMATION  ASSIGNED  OR  LICENSED  UNDER THIS
AGREEMENT  IS  ASSIGNED  OR LICENSED "AS IS" WITH ALL FAULTS, LATENT AND PATENT,
AND  WITHOUT  ANY  WARRANTY  OF  ANY  TYPE.  LUCENT AND ITS SUBSIDIARIES MAKE NO
REPRESENTATIONS  OR WARRANTIES, EXPRESSED OR IMPLIED. BY WAY OF EXAMPLE, BUT NOT
OF  LIMITATION,  LUCENT  AND  ITS  SUBSIDIARIES  MAKE  NO  REPRESENTATIONS  OF
MERCHANTABILITY  OR  FITNESS  FOR  A  PARTICULAR  PURPOSE OR THAT THE USE OF THE
SOFTWARE,  PATENTS, TRADEMARKS OR OTHER INFORMATION WILL NOT INFRINGE ANY PATENT
OR  OTHER  INTELLECTUAL  PROPERTY  RIGHT OF ANY THIRD PARTY, AND IT SHALL BE THE
SOLE  RESPONSIBILITY  OF  BUYER


                                        6
<PAGE>
TO  MAKE  SUCH  DETERMINATION AS IS NECESSARY WITH RESPECT TO THE ACQUISITION OF
LICENSES  UNDER  PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

     (e)     LIMITATION  OF REMEDIES; DISCLAIMER. THE ENTIRE LIABILITY OF LUCENT
             -----------------------------------
FOR BREACH OF THE WARRANTY OBLIGATIONS IN THIS SECTION 9.01 SHALL NOT EXCEED THE
AMOUNT  PAID  BY  BUYER  TO  LUCENT  HEREUNDER (NOT TO EXCEED TWO MILLION UNITED
STATES  DOLLARS  (U.S.  $2,000,000.00)).  EXCEPT  AS OTHERWISE DESCRIBED HEREIN,
LUCENT  AND  ITS SUBSIDIARIES SHALL NOT BE HELD TO ANY LIABILITY WITH RESPECT TO
ANY  PATENT  INFRINGEMENT OR ANY OTHER CLAIM MADE BY BUYER OR ANY THIRD PARTY ON
ACCOUNT  OF,  OR ARISING FROM THE USE OF, SOFTWARE, PATENTS, TRADEMARKS OR OTHER
INFORMATION  ASSIGNED  OR  LICENSED  HEREUNDER.

9.02  Lucent  and  Buyer  agree:

     (a)     that Buyer will not, without Lucent's express written permission or
as  provided  herein  or in the Purchase Agreement, or as otherwise agreed to in
writing,  (i)  use  in  advertising,  publicity,  or  otherwise  any trade name,
trademark, trade device, service mark, symbol or any other identification or any
abbreviation,  contraction  or simulation thereof owned or used by Lucent or any
of its Subsidiaries, or (ii) represent, directly or indirectly, that any product
or  service  produced  in  whole  or in part with the use of any of the Software
Product  or  patents licensed hereunder is a product or service of Lucent or any
of  its  Subsidiaries (other than truthful, factual and non-prominent statements
relating  to  the  history  of  the  development  of  the Software Product); and

     (b)     that  except as otherwise expressly provided for in this Agreement,
Lucent  will  hold  in  confidence  for Buyer all parts of the Software Product.
Lucent  further  agrees that Software Product shall remain the property of Buyer
and  that  Lucent  shall  not  make  any disclosure of such to anyone, except to
employees, contractors and agents of Lucent to whom such disclosure is necessary
to  the  use  for  which  rights  are  granted  hereunder.

     (c)     the  restrictions  under this Section 9.02 on the use or disclosure
of  such  information  shall  not  apply  to  such  information:

     (i)  which  is  publicly  available  as  of  the  Effective  Date;

     (ii) which  is  independently  developed  by Lucent or is lawfully received
          free of restriction from another source having the right to so furnish
          such  information;  or

    (iii) after  it  has  become  generally  available to the public by acts not
          attributable  to  Lucent  or  its employees, agents or contractors; or

     (iv) which  Buyer  agrees  in  writing  is  free  of  such restrictions; or


                                        7
<PAGE>
     (v)  which is inevitably disclosed by licensed use of Software Product or a
          Licensed  Product;  or

     (vi) which  is  requested  pursuant  to a judicial or governmental request,
          requirement  or  order  under law, provided that Lucent provides buyer
          with  sufficient  prior  notice  in  order  to  contest  such request,
          requirement  or  order  or  seek  protective  measures.

9.03  No  Party  or  its  Subsidiaries will under any circumstance, whether as a
result  of  breach  of  contract, breach of warranty, delay, negligence, tort or
otherwise,  be  liable  to  the  other  Party  or  to  any  third  party for any
consequential, incidental, special, punitive or exemplary damages and/or loss of
profits,  savings  or revenues of the other Party or any third party arising out
of  this  Agreement, whether or not the applicable Party or its Subsidiaries has
been  notified  of  the  possibility  or  likelihood  of  such  damages.

9.04  Buyer  agrees  to  indemnify and save Lucent and its Subsidiaries harmless
from  any  claims  or  demand  for personal injury or property damage (including
reasonable expense of litigation and settlement of such claims) by third persons
to the extent that such claims arise out of or in connection with the furnishing
or  use  of  any  information  or  software  provided  hereunder.

9.05  Lucent  agrees  to  indemnify and save Buyer and its Subsidiaries harmless
from  any  claims  or  demand  for personal injury or property damage (including
reasonable expense of litigation and settlement of such claims) by third persons
to  the  extent that such claims arise out of or in connection with the licenses
provided  to  Lucent  hereunder.

9.06  The Party indemnified under section 9.04 or 9.05 shall promptly notify the
indemnifying  Party  of any third party claims and afford the indemnifying Party
the  opportunity to control the defense and settlement thereof. The indemnifying
Party  shall  not  be liable for admissions made or amounts paid or agreed to be
paid  in  settlement  without  the  consent  of  the  indemnifying  Party.


                                    ARTICLE X
                               GENERAL PROVISIONS

10.01 Consideration. The consideration, the sufficiency of which is acknowledged
      -------------
by  the Parties, for the transfers, assignments and grant of rights and licenses
under  this  Agreement  is  provided  hereunder.

10.02  Agreement  Prevails.  This  Agreement  shall  prevail in the event of any
       -------------------
conflicting terms or legends, which may appear on documents, Software Product or
patents  assigned  or  licensed  hereunder.

10.03  Relationship  Between Parties. Neither Party to this Agreement shall have
       -----------------------------
the power to bind the other by any guarantee or representation that it may give,
or  to  incur  any debts or liabilities in the name of or on behalf of the other
Party.  The  Parties  acknowledge  and  agree  that  nothing  contained  in this


                                        8
<PAGE>
Agreement  shall  be  deemed  or  construed  to constitute or create between the
Parties hereto a partnership, association, joint venture or other agency.

10.04  Entire  Agreement.  This  Agreement  sets  forth the entire agreement and
       -----------------
understanding  between  the  Parties  as to the disposition, rights and licenses
with  respect  to  the Software Product and merges all prior discussions between
them,  and  none  of  the Parties shall be bound by any conditions, definitions,
warranties,  modifications,  understandings  or  representations with respect to
such  subject  matter  other  than  as expressly provided herein, or as duly set
forth  on  or subsequent to the Effective Date hereof in writing and signed by a
proper and duly authorized representative of the Party to be bound thereby.

10.05  Agreement  Confidentiality.  The  terms,  but  not the existence, of this
       --------------------------
Agreement  shall  be  treated as confidential information by the Parties, and no
Party  shall  disclose  such  terms to any third party without the prior written
consent of the other Party; provided, however, that each Party may (i) represent
to  third  parties  that  such Party is licensed for the products and patents as
provided  by  this  Agreement; and (ii) disclose this Agreement and its terms to
potential  acquirers  of,  investors  in  or  lenders  to such Party (and to the
representatives  of  the  parties  in  such  a  transaction),  or in disclosures
reasonably necessary in connection with the divestiture of all or any portion of
a  Party's respective businesses, provided such disclosure is made pursuant to a
written confidentiality agreement binding upon such potential acquirer, investor
or  lender  which  contains  confidentiality  obligations  which  are  no  less
protective  than  at least the same degree of care the disclosing Party normally
exercises  to  protect  its  own proprietary information of a similar nature. In
addition,  this  Section 10.05 shall not prevent a Party from making disclosures
reasonably required by law or as required by a stock exchange.

10.06  Headings. Section and subsection headings contained in this Agreement are
       --------
inserted  for convenience of reference only, shall not be deemed to be a part of
this  Agreement  for  any purpose, and shall not in any way define or affect the
meaning,  construction  or  scope  of  any  of  the  provisions  hereof.

10.07  Further  Actions.  Each  Party agrees to execute, acknowledge and deliver
       ----------------
such  further instruments, and to do all such other acts, as may be necessary or
appropriate  in  order  to  carry out the purposes and intent of this Agreement.

10.08  Governing Law. The Parties agree that this Agreement shall be governed by
       -------------
and  construed  and  interpreted in accordance with the laws of the State of New
York,  excluding  the  choice  of  law  rules  thereof.

10.09 Force Majeure. A Party shall not lose any rights hereunder or be liable to
      -------------
the  other  Party  for damages or losses on account of failure of performance by
the  defaulting  Party  if  the failure is occasioned by government action, war,
fire,  explosion,  flood,  strike,  lockout, embargo, act of God, or other cause
beyond  the  reasonable control of the defaulting Party, provided that the Party
claiming  force  majeure has exerted commercially reasonable efforts to avoid or
remedy  such  force  majeure.

10.10  Waiver.  Except as specifically provided for herein, the waiver from time
       ------
to  time  by  a  Party  of  any of their rights or their failure to exercise any
remedy  shall  not operate or be construed as a


                                        9
<PAGE>
continuing waiver of the same or of any other of such Party's rights or remedies
provided  in  this  Agreement.

10.11  Severability. If any term, covenant or condition of this Agreement or the
       ------------
application  thereof to any Party or circumstances shall, to any extent, be held
to  be  invalid  or  unenforceable, then the remainder of this Agreement, or the
application  of  such  term,  covenant  or condition to parties or circumstances
other  than  those as to which it is held invalid or unenforceable, shall not be
affected thereby and each term, covenant or condition of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.

10.12  No  Obligation.  Except  as  otherwise agreed in this Agreement or in the
       --------------
Settlement  Agreement, the Parties shall have no right or interest whatsoever in
any  product  of the other Party, whether such product is conceived or developed
by  the other Party, during or after the course of performance of this Agreement
or  the  Settlement  Agreement.  Nothing in this Agreement shall be construed to
obligate any Party to a specified level of effort in its promotion and marketing
of  any  product.

10.13 Execution in Counterparts. This Agreement may be executed in any number of
      -------------------------
counterparts,  each  of  which  shall be deemed an original (including facsimile
copies), but all of which together shall constitute one and the same instrument.


                                   ARTICLE XI
                               DISPUTE RESOLUTION

11.01  Notice  of  default  or breach shall be tendered in writing and the Party
receiving  such notice shall have sixty (60) days from receipt of such notice to
cure the default or breach before invoking the balance of this section 11.01. If
after  such  period  the  default  or breach remains uncured, the Parties agree:

     (a) If a dispute arises out of or relates to this Agreement, or the breach,
termination  or  validity  thereof, the Parties agree to submit the dispute to a
sole  mediator selected by the Parties or, at any time at the option of a Party,
to  mediation  by  the  American  Arbitration  Association  ("AAA"). If not thus
resolved,  it  shall  be  referred  to a sole arbitrator selected by the Parties
within  thirty  (30) days of the mediation, or in the absence of such selection,
to AAA arbitration which shall be governed by the United States Arbitration Act.

     (b)  Any  award  made (i) shall be a bare award limited to a holding for or
against  a  Party  and  affording  such  remedy as is deemed equitable, just and
within  the  scope of the Agreement; (ii) shall be without findings as to issues
(including  but  not  limited  to  patent  validity  and/or  infringement)  or a
statement  of  the  reasoning on which the award rests; (iii) may in appropriate
circumstances (other than patent disputes) include injunctive relief; (iv) shall
be made within four (4) months of the appointment of the arbitrator; and (v) may
be  entered  in  any  court.


                                       10
<PAGE>
     (c)  The  requirement  for  mediation and arbitration shall not be deemed a
waiver  of  any  right of termination under this Agreement and the arbitrator is
not empowered to act or make any award other than based solely on the rights and
obligations  of  the  Parties  prior  to  any  such  termination.

     (d)  The  arbitrator  shall  determine  issues of arbitrability but may not
limit,  expand  or  otherwise  modify  the  terms  of  the  Agreement.

     (e)  The  place  of  mediation  and  arbitration  shall  be  New York City.

     (f)  Each  Party  shall  bear  its  own  expenses  but those related to the
compensation and expenses of the mediator and arbitrator shall be borne equally.

     (g)  A  request  by  a  Party  to a court for interim measures shall not be
deemed  a  waiver  of  the  obligation  to  mediate  and  arbitrate.

     (h)  The  arbitrator  shall  not  have  authority  to  award  punitive,
consequential,  incidental,  special,  exemplary  or  other damages in excess of
compensatory  damages  and  each  Party  irrevocably  waives  any claim thereto.

     (i)  Except  as  reasonably  required  by  law  or  as  required by a stock
exchange,  the  Parties,  their  representatives,  other  participants  and  the
mediator  and  arbitrator  shall  hold  the  existence,  content  and  result of
mediation  and  arbitration  in  confidence.


                                   ARTICLE XII
                             NOTICES AND STATEMENTS

12.01  Until  further  notice  in  writing,  any  notice  or other communication
hereunder  shall  be  deemed  to  be sufficiently given to the addressee and any
delivery  hereunder deemed made when sent by certified mail to the addresses set
out  below.


For Lucent:     Contract  Administrator
                Intellectual  Property  Business
                Lucent  Technologies  Inc.
                14645  N.W.  77th  Avenue,  Suite  105
                Miami  Lakes,  Florida  33014

With Copy to:   Lucent  Technologies  Inc.
                Intellectual  Property  Law  Department
                600  Mountain  Avenue
                Murray  Hill,  New  Jersey  07974


                                       11
<PAGE>


For Buyer:      General  Counsel
                Insightful  Corporation
                1700  Westlake  Avenue  North
                Suite  500
                Seattle,  Washington  98109

With Copy to    President
                Insightful  Corporation
                1700  Westlake  Avenue  North
                Suite  500
                Seattle,  Washington  98109




                                       12
<PAGE>
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed
by  its  duly  authorized  representative on the respective dates entered below.



LUCENT TECHNOLOGIES INC.


By:                      /s/ Bernard Zucker
   -----------------------------------------------------------------
                             B. Zucker
                    Managing Corporate Counsel



Date:                         1/16/04
     ---------------------------------------------------------------




INSIGHTFUL CORPORATION


By:                     /s/ Jeffrey Coombs
   -----------------------------------------------------------------
                             J. Coombs
                         President and CEO



Date:                         1/19/04
     ---------------------------------------------------------------




               THIS AGREEMENT DOES NOT BIND OR OBLIGATE ANY PARTY
                IN ANY MANNER UNLESS DULY EXECUTED BY AUTHORIZED
                         REPRESENTATIVES OF ALL PARTIES


                                       13
<PAGE>
                                   APPENDIX A
                                   DEFINITIONS


"Licensed  Patents"  means  every  patent anywhere in the world issued as of the
-------------------
Effective  Date  or  which  issues from an application having an effective first
filing  date prior to the Effective Date under which Lucent or its Subsidiaries,
as  of  the  Effective  Date,  has  the  right to grant (with or without thereby
generating  any payment or other monetary obligation to any third party, but not
including  instances  wherein  a  non-monetary  obligation  by  Lucent  or  its
Subsidiaries is generated, other than reporting and auditing obligations related
to  monetary  obligations)  any  licenses  of  the type herein granted by Lucent
(whether  or not royalty-bearing), but only to the extent of such right, and but
for  the  licenses  granted  herein  would  be infringed by the execution of the
inherent  functionality  of  Software  Product.

"Licensed Products" means any product incorporating portions of Software Product
-------------------
or  that  is  a  derivative  work (as defined by U.S. copyright law) of Software
Product.

"Prior  Lucent  Agreements"  means  all prior written agreements (or replacement
---------------------------
agreements  thereof)  between  (on  the  one  hand)  Lucent,  its  predecessors
(including AT&T Corp. and AT&T's Subsidiaries) and/or Lucent's Subsidiaries, and
(on  the  other  hand)  one or more third parties (other than Lucent affiliates)
that  have  an  effective  date  prior  to the Effective Date of this Agreement.

"SLA"  means  the  Software License Agreement, effective as of February 8, 1996,
-----
relating  to  Lucent's  S Software, as amended by subsequent agreements, between
Lucent  Technologies  Inc.  and  Statistical  Sciences,  Inc.

"Software Product" shall have same meaning as in the SLA.
-----------------

"Subsidiary"  of  a  company  means a corporation or other legal entity (i) more
------------
than  fifty  percent  (50%) of whose shares or other securities entitled to vote
for  election  of  directors  (or  other managing authority) is now or hereafter
controlled by such company either directly or indirectly; or (ii) which does not
have outstanding shares or securities but more than fifty percent (50%) of whose
ownership  interest  representing  the right to manage such corporation or other
legal  entity  is  now  or hereafter owned and controlled by such company either
directly  or indirectly; but any such corporation or other legal entity shall be
deemed  to  be  an  Subsidiary  of  such company only as long as such control or
ownership  and  control  exists.


                                       14
<PAGE>