Exhibit 10.2
                                                                    ------------
                                                                  Execution Copy

                                 MATHSOFT, INC.

                                             January  29,  2001

Charles  J.  Digate
MathSoft,  Inc.
101  Main  Street
Cambridge,  MA  02142-1521

Dear  Chuck:

     As  you  know, the Board of Directors of MathSoft, Inc., now doing business
as  Insightful  Corporation  (the  "Company"),  has requested that you remain as
Chairman  of  the  Board  of  Directors  of the Company for an initial six-month
period  following  your  resignation  as President and CEO and your cessation of
employment  with the Company on January 31, 2001.  It is the desire of the Board
of  Directors  that  you will provide independent consulting services and direct
involvement with the Company at a level beyond that expected of other directors.

     If  you  so  elect,  you  shall  be retained as a consultant for an initial
six-month  period  ending  on July 31, 2001.  Such consulting relationship shall
cease  on  or  prior to July 31, 2001, in the event of thirty (30) days' written
notice  from  you or the Company to the other party, or upon your resignation or
removal  from,  or  failure  to  be re-elected to, the Board of Directors of the
Company.  This  letter outlines the terms of the consulting responsibilities and
consideration  you  shall receive for performing such consulting services.  Upon
your  acceptance  of  these  terms,  as  indicated below, this letter shall be a
binding  agreement  between  you  and  the  Company.

     As  discussed  previously,  on  or  before  January  31, 2001, you agree to
officially  resign  as  the  Chief  Executive Officer and President of MathSoft.
Thereafter,  you  shall  continue to serve as a non-employee director and as the
Chairman  of  the  Board  of  Directors  subject  to  reelection  by  MathSoft's
shareholders.  As  the Chairman of the Board of Directors, you shall continue to
preside  at  meetings  of  the  Board  and  stockholders.

     Your  duties  as  a  consultant  shall include contributing, as you and the
Board  mutually  determine, to the strategic business activities of the Company.
By  way  of  example,  your  services  may  include advising the Chief Executive
Officer  on  managing  a  public  company,  enhancing  strategic  alliances  and
partnerships  and reviewing marketing, sales, product and acquisition strategies
with  the  Chief  Executive  Officer.  You  may  work  at  such locations as you
reasonably determine, and we acknowledge that you will work primarily outside of
the  Company's  corporate  headquarters.  The  Company  will  reimburse  you for
reasonable  business  expenses,  including  without  limitation  the  cost  of


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telephone,  facsimile  and  computer  communication  from your home office.  The
Company  understands and accepts that during the term of service you will engage
and  have  an  interest  for  your own account in business activities other than
those  related  to  the  business  of  the  Company,  so  long  as such business
activities  do  not  compete  with  the  business  of the Company and you are in
compliance  with  the  terms  of  your  Confidential Information, Inventions and
Non-Competition  Agreement  with  the  Company.  The  Company agrees to take all
commercially reasonable actions to assure your nomination as a Class II director
at  the  next  Annual  Meeting  of  Stockholders.

     In  exchange  for your satisfactory performance of all consulting services,
the  Company  shall provide monthly payments at the rate of $6,666.66 per month,
and such payments shall be paid in accordance with MathSoft's customary practice
as  may  be  established  or  modified  from  time  to  time.  In addition, as a
non-employee director you will be eligible to receive automatic annual grants of
10,000  non-qualified  options  to purchase shares of the Company's common stock
commencing  on February 3, 2001 and each February 3rd thereafter pursuant to the
terms of the Company's 1992 Non-Employee Directors Stock Option Plan for so long
as  you  remain  a non-employee member of the Board of Directors.  Such payments
shall  be  made in lieu of any other payments you would otherwise be eligible to
receive  as  a  member  of  the  Board  of  Directors  of  the  Company.

     You  expressly  agree  and  understand  that  you  will  be  an independent
contractor  and  nothing  in  this Agreement nor the services hereunder shall be
construed to create a relationship of employer and employee.  As such, you shall
not  be  entitled  to receive any other compensation or any benefits (including,
without  limitation,  such  items  as  health  and disability benefits) from the
Company  except  as  provided  in  your Severance Agreement and General Release.
Except  as otherwise required by law, the Company shall not withhold any sums or
payments  made  to  you for social security or other federal, state or local tax
liabilities  or  contributions,  and  all  withholdings,  liabilities,  and
contributions  shall be solely your responsibility.  Further, you understand and
agree  that  you are not covered under either the unemployment compensation laws
or  the  workers'  compensation  laws.

     The  provisions  of  this  agreement shall be binding upon and inure to the
benefit  of  the  Company's  successors  or  assigns.

                                         Sincerely,

                                         MATHSOFT,  INC.

                                         /s/  June  L.  Rokoff
                                         ---------------------
                                         By:  June  L.  Rokoff
                                         Director and Chairperson of the
                                         Compensation  Committee

Acknowledged  and  agreed  to
this 29th day of January, 2001

/s/  Charles  J.  Digate
------------------------
Charles  J.  Digate


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