Exhibit 10.1
                                                                    ------------

                     SEVERANCE AGREEMENT AND GENERAL RELEASE
                     ---------------------------------------

This  severance  agreement  and general release (the "Agreement") by and between
Charles  J. Digate ("Executive") and MathSoft, Inc., currently doing business as
Insightful  Corporation  (the  "Company")  regarding Executive's separation from
employment  is  effective  as of February 5, 2001 in accordance with Section 12.

     For  good  and  valuable  consideration,  receipt  of  which  is  hereby
acknowledged,  the  parties  agree  as  follows:

     1.     Employment  Status:  Executive's  employment  as  the  President and
            ------------------
Chief  Executive  Officer  of  the  Company shall cease on January 31, 2001 (the
"Termination  Date").  As  of  the  Termination  Date,  Executive's  salary  and
benefits  will  cease,  and  any entitlement Executive has or might have under a
Company-provided  benefit  plan,  program  or practice will terminate, except as
required  by  federal  or state law, or as otherwise described below.  Executive
shall be paid all salary due through the Termination Date, and shall be entitled
to  receive  a  payment representing any earned but unused accrued vacation time
through  the Termination Date in accordance with the Company's standard vacation
policy.

     2.     Consideration:
            -------------

          (a)     Severance Payments: In consideration for Executive's execution
                  ------------------
of  this Agreement, including specifically the release provisions in Sections 4,
5  and  7,  the Company agrees to pay the Executive salary continuation payments
for  eighteen (18) months at the rate of $20,833.33 per month in accordance with
the  Company's normal payroll practices and policies in effect from time to time
following  the  Effective  Date,  as  defined below; provided, however, that the
Company  shall  not  be  obligated to make any payments pursuant to this Section
2(a)  during  any  period in which the Executive is in violation of the terms of
his  Confidential Information, Inventions and Non-Competition Agreement with the
Company.  All  amounts set forth in this Section 2 are subject to any applicable
federal,  state  and  local  deductions,  withholdings, payroll and other taxes.

          (b)     Health  Benefits:  The  Termination  Date  will  serve  as the
                  ----------------
"qualifying  event"  under the Consolidated Omnibus Budget Reconciliation Act of
1985 ("COBRA").  If Executive elects to continue medical and/or dental insurance
coverage  in  accordance  with  the  provisions  of  COBRA, under the same plans
available to active Company employees and under the same rules, restrictions and
regulations  applicable  thereto,  the  Company  shall  make premium payments on
Executive's  behalf  until  the  earlier  of the date which is (i) eighteen (18)
months  from the Termination Date (i.e., until July 31, 2002); (ii) the date the
Executive  secures  alternative  medical  insurance  coverage  from a subsequent
employer,  but  only  if such coverage is equal to or better than that currently
provided by MathSoft; or (iii) the date coverage would otherwise terminate under
COBRA.  The  Company  will  make  such  payments  directly  to  the  insurer for
coverage.  Thereafter,  Executive  will  be responsible for any and all payments
for  the  elected  period  of  continued  health insurance coverage under COBRA.
Executive  will  receive  additional  COBRA  information  under  separate cover.


<PAGE>
          (c)     EXERCISE  OF OPTIONS.  The Executive shall have three years to
                  --------------------
exercise  any then-exercisable, unexpired installments of any stock options held
by  the  Executive  on the Termination Date, or, if later, 90 days from the date
when  the  Executive  ceases  to  be  a  member of the Board of Directors of the
Company  or  otherwise  ceases  to  maintain  a "Business Relationship" with the
Company  as defined in the Company's Amended and Restated 1992 Stock Plan or any
successor  plan  (the  "Company  Plan").

     3.     SETTLEMENT  OF  AMOUNTS  DUE:  The amounts set forth above  shall be
            ----------------------------
complete  and unconditional payment, settlement, satisfaction and/or accord with
respect  to  all  obligations  and  liabilities  of the Releasees (as defined in
Section  5)  to  Executive, and with respect to all claims, causes of action and
damages  that  could  be  asserted  by Executive against the Releasees regarding
Executive's  employment  with,  change  in  employment  status  with,  and/or
termination from employment with the Company, including, without limitation, all
claims  for  wages,  wage  increases, salary, commissions, draws, incentive pay,
bonuses,  reasonable  business expenses, paid time off, stock and stock options,
severance  pay,  attorneys'  fees,  compensatory  damages, exemplary damages, or
other  compensation,  benefits,  costs  or  sums.

     4.     MEMBERSHIP  ON  THE  BOARD OF DIRECTORS:  The Company has requested,
            ---------------------------------------
and the Executive has agreed, that the Executive continue to serve  on the Board
of  Directors  of the Company.  The Executive shall continue to be considered to
be  maintaining a "business relationship" with the Company during such period of
service  as  defined  in  the  Company  Plan,  and any installments of any stock
options  held by the Executive on the termination of his employment that are not
exercisable  and  have  not  expired  shall  continue  to  become exercisable in
accordance  with  the  terms  of the relevant option agreements and option plans
during  such  period  of  service.

     5.     PROMISSORY  NOTE:  Notwithstanding anything in this Agreement or the
            ----------------
Letter Agreement (as defined below), that certain Promissory Note dated June 19,
2000  by  the  Executive  in  favor  of  the  Company in the principal amount of
$550,000  and  that  certain Pledge Agreement dated June 19, 2000 by and between
Executive and the Company (the "Note and Pledge Agreement") remain in full force
and  effect.

     6.     Release:
            -------

          (a)     General  Release:  In  exchange  for the payments and benefits
                  ----------------
described  in  Section  3 hereof, and other good and valuable consideration, the
receipt  of  which  is  hereby  acknowledged, Executive and his representatives,
agents,  estate,  heirs,  successors  and  assigns  ("Releasors") absolutely and
unconditionally  hereby  release, remise, discharge, indemnify and hold harmless
the  Releasees  (defined to include MathSoft, Inc., (currently doing business as
Insightful  Corporation)  its  predecessors,  parents,  subsidiaries, divisions,
affiliates,  successors  or assigns, and its and their respective current and/or
former  partners,  directors,  trustees,  investors,  stockholders,  officers,


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<PAGE>
employees,  attorneys and/or agents, all both individually and in their official
capacities)  from  any  and  all  actions  or  causes  of action, suits, claims,
complaints,  contracts,  liabilities,  agreements,  promises,  contracts, torts,
debts,  damages,  controversies, judgments, rights and demands, whether existing
or  contingent,  known  or  unknown, suspected or unsuspected, in law or equity,
which arise out of Executive's employment with, change in employment status with
and/or  termination of employment from the Company.  This release is intended by
Releasors  to  be all encompassing and to act as a full and total release of any
claims  Releasors  have,  may  have  or  have had against the Releasees from the
beginning of the World to the date of this Agreement, including, but not limited
to,  claims  under  any  federal,  state  or  local  constitution, statute, law,
ordinance,  bylaw  or  regulation  dealing  with  either  employment, employment
discrimination,  retaliation  and/or  employment  benefits  including,  without
limitation  those laws, statutes or regulations concerning discrimination on the
basis of race, color, marital status, creed, religion, age, sex, sex harassment,
sexual  orientation,  national origin, ancestry, handicap or disability, medical
or  genetic condition, veteran status or any military service or application for
military  service, or any category protected by federal, state or local law; any
federal,  state or local law or regulation concerning securities, stock or stock
options;  any  contract (specifically including Executive's Amended and Restated
Executive  Agreement  dated  as  of November 23, 1998), whether oral or written,
express  or  implied;  any  tort;  or  common  law.

          (b)     Release of Claims by Others:  Releasors not  only  release and
             -------------------------------
discharge  the  Releasees from any and all claims as stated above that Executive
could  make  on  his  own  behalf  or on behalf of others, but also specifically
waives any right to recover any damage awards as a member of any class in a case
in  which  any  claim(s)  against  the  Releasees are made involving any matters
concerning  Executive's  employment  or  termination  thereof and/or his (or his
family's)  ownership  of  Company  stock  or  stock  options.

     7.     Waiver  of  Rights/Claims Under the Age Discrimination in Employment
            --------------------------------------------------------------------
Act:
---

     Since Executive  is 40 years of age or older, he is hereby informed that he
has or might have specific rights and/or claims under the Age Discrimination and
Employment  Act  of  1967,  as  amended  (the  "ADEA"), and Executive agrees and
understands  that:

          (a)     in consideration of the amounts described in Section 2 of this
Agreement,  which  are  in  addition to anything of value to which he is already
entitled,  he  specifically  waives  any  rights and/or claims under ADEA to the
extent that such rights and/or claims arose prior to the date this Agreement was
executed;

          (b)     Executive  does  not waive any rights or claims under the ADEA
that  may  arise  after  the  date  this  Agreement  is  executed;

          (c)     Executive  is  hereby advised that he has 21-days within which
to  consider  this  Agreement's  terms  and  to consult with or seek advice from
counsel  prior  to  executing  this  Agreement;

          (d)     Executive  has  not  been  subject  to  any  undue or improper
influence  interfering with the exercise of his free will in deciding whether to
execute  this  Agreement;

          (e)     Executive  has read carefully and fully understands all of the
terms  set  forth  in this Agreement, and he knowingly and voluntarily agrees to
all  such  terms;  and


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<PAGE>
          (f)     the  21-day  review period will not be affected or extended by
any  revisions  which  might  be  made  to  this  Agreement.

     8.     Proprietary  and  Company Materials:  Except as agreed in writing by
            -----------------------------------
the  Company  and  the Executive pursuant to Executive's responsibilities as the
Chairman  of  the  Board  of  Directors, on the Termination Date, Executive will
return  to  the  Company  all  Company property and materials, including but not
limited  to,  personal  computers,  laptops,  fax  machines,  scanners, copiers,
cellular  phones,  Company  credit  cards  and  telephone charge cards, manuals,
building  keys  and  passes,  courtesy  parking  passes,  diskettes,  intangible
information  stored  on  diskettes, software programs and data compiled with the
use  of  those  programs,  software passwords or codes, tangible copies of trade
secrets  and  confidential  information, sales forecasts, names and addresses of
Company  customers  and  potential customers, customer lists, customer contacts,
sales  information,  sales  forecasts,  memoranda,  sales brochures, business or
marketing  plans,  reports,  projections,  and  any and all other information or
property  previously  or  currently  held  or  used  by Executive that is or was
related  to  Executive's  employment  with  the  Company  ("Company  Property").
Executive  agrees that in the event that he discovers any other Company Property
in  his  possession  after the Termination Date, he will immediately return such
materials  to  the Company.  Notwithstanding the foregoing, as the Executive and
Company  contemplate  an  ongoing  relationship,  Executive agrees to return any
Company  Property  in  his  possession  upon the cessation of his service on the
Board  of  Directors  of  the  Company.

     9.     Unknown Claims Released: Executive understands that in Paragraphs 4,
            -----------------------
6 and 7, he is releasing claims that he may not know about.  This is Executive's
knowing  and  voluntary  intent, even though he recognizes that someday he might
learn  that some or all of the facts he currently believes to be true are untrue
and  even  though  he  might  then  regret  having  signed  this  Agreement.
Nevertheless,  Executive  assumes that risk and agrees that this Agreement shall
remain  effective  in all respects in any such case.  Executive expressly waives
all  rights  he  might  have  under any law that is intended to protect him from
waiving  unknown  claims,  and  he  understands  the  significance  of doing so.

     10.     Non-Disparagement  and  Confidentiality:  Executive  agrees  not to
             ---------------------------------------
make  any  negative,  adverse  or  otherwise  detrimental remarks concerning the
Company's  employees,  officers,  directors, shareholders, business, operations,
technologies,  products,  services,  marketing  strategies,  pricing  policies,
management, affairs and financial condition.  The Company and its officers agree
not  to  make  any  negative, adverse or otherwise detrimental remarks regarding
Executive.  Executive  agrees  that he shall not divulge or publish, directly or
indirectly,  any  information  whatsoever  regarding  the  substance,  terms  or
existence  of  this Agreement and/or any discussions relating to this Agreement,
to  any  person  or  organization  other  than Executive's attorney, accountant,
financial  advisor or members of Executive's immediate family until such time as
Company  shall have disclosed such Agreement in a filing with the Securities and
Exchange Commission if required.  Nothing herein shall prohibit or bar Executive
from  providing  truthful  testimony in any legal proceeding or in communicating
with  any  governmental  agency  or  representative  or from making any truthful
disclosure  required,  authorized or permitted under law; provided however, that
in  providing  such  testimony  or  making  such  disclosures or communications,
Executive will use his best efforts to ensure that this Section is complied with
to  the  maximum  extent  possible.


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<PAGE>
     11.     Nonadmission:  Nothing  in  this Agreement nor any of its terms and
             ------------
provisions,  nor  any  of  the  negotiations  or  proceedings connected with it,
constitutes,  will  be  construed to constitute, will be offered in evidence as,
received  in  evidence  as  and/or  deemed  to  be  evidence  of an admission of
liability  or  wrongdoing  by  any  and/or  all  of  the Releasees, and any such
liability  or  wrongdoing  is  hereby expressly denied by each of the Releasees.

     12.     Representations  and  Governing  Law:
             ------------------------------------

     (a)     This  Agreement  sets forth the complete and sole agreement between
the  parties  and supersedes any and all other agreements, understandings and/or
representations  between  or  by the parties, whether oral or written; provided,
                                                                       --------
however,  that  nothing  in this Agreement will affect, modify, or supersede the
-------
letter  agreement  between  the  parties  dated  January  __,  2001, relating to
consulting  services to be performed while serving as Chairman of the Board (the
"Letter  Agreement"),  or the Note and Pledge Agreement as defined in Section 5,
or  the  Confidential  Information, Inventions and Non-Competition Agreement, or
any  stock  option  agreements  issued  by the Company to the Executive, each of
which  shall  remain  in full force and effect in accordance with its respective
terms.

          (b)     This Agreement shall deemed to be made and entered into in the
Commonwealth of Massachusetts and shall in all respects be interpreted, enforced
and  governed  under  the  internal  and  domestic laws of Massachusetts without
giving  effect  to  the principles of conflicts of law thereof.  The language of
all parts of this Agreement shall in all cases be construed as a whole according
to  its  fair  meaning  and  not  strictly  for  or  against any of the parties.

          (c)     This  Agreement may not be changed, amended, modified, altered
or  rescinded  except  upon  the  express  written consent of both the Company's
President  and  Chief Executive Officer.  If any provision of this Agreement, or
part  thereof,  is  held  invalid,  void or voidable as against public policy or
otherwise,  the  invalidity shall not affect other provisions, or parts thereof,
which  may  be  given  effect  without  the  invalid provision or part.  To this
extent,  the provisions, and parts thereof, of this Agreement are declared to be
severable.  Any waiver of any provision of this Agreement shall not constitute a
waiver  of  any  other provision of this Agreement unless expressly so indicated
otherwise.

          (d)     Executive  may not assign any of his rights or delegate any of
his  duties under this Agreement.  The Company may assign this Agreement and the
rights  and  obligations  of the Company under this Agreement shall inure to the
benefit  of  the  Company's  successors  and  assigns.

     13.     Effective Date:  After signing this Agreement, Executive may revoke
             --------------
it  for a period of seven (7) days following said signing.  This Agreement shall
not  become  effective  or  enforceable  and  no payments will be made until the
revocation  period  has  expired  (the  "Effective  Date").


                                        5
<PAGE>
EXECUTIVE  REPRESENTS THAT HE HAS READ THIS AGREEMENT, THAT HE FULLY UNDERSTANDS
THE  TERMS AND CONDITIONS OF SUCH AGREEMENT AND THAT HE IS VOLUNTARILY EXECUTING
THE  SAME.  IN  ENTERING  INTO  THIS  AGREEMENT,  EXECUTIVE DOES NOT RELY ON ANY
REPRESENTATION,  PROMISE  OR INDUCEMENT MADE BY THE RELEASEES WITH THE EXCEPTION
OF  THE  CONSIDERATION  DESCRIBED  IN  THIS  DOCUMENT.

     Executed  this  29th  day  of  January,  2001.


MathSoft,  Inc.
(d/b/a  Insightful  Corporation)




By:  /s/  Dermot  P.  O'Grady                    /s/  Charles  J.  Digate
  ---------------------------                    ------------------------
                                                 Charles  J.  Digate
Title:  Vice President and Chief Financial
Officer


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<PAGE>