INSIGHTFUL CORP
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>

EXHIBIT 10.1

                           LOAN MODIFICATION AGREEMENT

This  Loan  Modification Agreement is entered into as of August 15, 2002, by and
between  Insightful  Corporation  (the  "Borrower")  and  Silicon  Valley  Bank
("Bank").

1.     DESCRIPTION  OF  EXISTING  OBLIGATIONS:     among other Obligations which
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may  be  owing  by  Borrower  to Bank, Borrower is indebted to Bank pursuant to,
among  other  documents, a Loan and Security Agreement, dated March 29, 2002, as
may  be  amended  from  time to time (the "Loan Agreement").  The Loan Agreement
provides  for,  among  other  things, a Committed Revolving Line in the original
principal amount of Three Million five Hundred Thousand Dollars ($3,500,000) and
a  Committed Equipment Line in the original principal amount of One Million Five
Hundred  Thousand  Dollars  ($1,500,000).  Defined  terms used but not otherwise
defined  herein shall have the same meanings as set forth in the loan Agreement.

Hereinafter,  all indebtedness owing by Borrower to Bank shall be referred to as
the  "Obligations."

2.     DESCRIPTION OF COLLATERAL.     Repayment of the Obligations is secured by
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the  collateral  as  described  in  the  Loan  Agreement.

Hereinafter,  the  above-described  security  documents and guaranties, together
with all other documents securing repayment of the Obligations shall be referred
to  as  the "Security Documents".  Hereinafter, the Security Documents, together
with  all  other  documents  evidencing  or  securing  the  Obligations shall be
referred  to  as  the  "Existing  Loan  Documents".

3.     DESCRIPTION  OF  CHANGE  IN  TERMS.
       ----------------------------------
       a.   modification(s) to Loan Agreement.
            ----------------------------------

          1.   Notwithstanding  any  of  the  terms  and conditions contained in
               Subsection  (i)  of the Sub-letter (a) under section 6.2 entitled
               "Financial  Statements,  Reports,  Certificates",  Borrower shall
               deliver  to  Bank  its July 31, 2002 monthly-consolidated balance
               sheet  and  income  statements  (with  projections to the current
               quarters  end)  together  with  a Compliance Certificate no later
               than  September  20,  2002.

          2.   Notwithstanding  any  of  the  terms  and conditions contained in
               Sub-letter  (a) under Section 6.7 entitled "Financial Covenants",
               Borrower's  Net  Loss  for  the quarter ending September 30, 2002
               only,  shall  not  exceed $1,000,000, provided, however, Borrower
               may  exclude  from  the Net Loss an additional amount of not more
               than  $700,000  for  a  one  time  restructuring  charge.

4.     CONSISTENT  CHANGES.     The  Existing  Loan Documents are hereby amended
       -------------------
wherever necessary to reflect the changes described above.

5.     NO  DEFENSES  OF  BORROWER.          Borrower agrees that, as of the date
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hereof, it has no defenses against paying any of the Obligations.

6.     CONTINUING  VALIDITY.     Borrower  understands  and  agrees  that  in
       --------------------
modifying  the  existing  Indebtedness,  Bank  is  relying  upon  Borrower's
representations,  warranties,  and agreements, as set forth in the Existing Loan
Documents.  Except  as  expressly  modified  pursuant  to this Loan Modification
Agreement, the terms of the Existing Loan documents remain unchanged and in full
force and effect.  Bank's agreement to modifications to the existing Obligations
pursuant  to  this  Loan Modification Agreement in no way shall obligate Bank to
make  any  future  modifications  to  the  Obligations.  Nothing  in  this  Loan
modification  Agreement  shall constitute a satisfaction of the Obligations.  It
is the intention of Bank and Borrower to retain as liable parties all makers and
endorsers  of Existing Loan documents, unless the party is expressly released by
Bank  in  writing.  Unless  expressly  released  herein,  no maker, endorser, or
guarantor  will  be released by virtue of this Loan Modification Agreement.  The
terms  of this paragraph apply not only to this Loan Modification Agreement, but
also  to  all  subsequent  loan  modification  agreements.

     This Loan modification Agreement is executed as of the date first written
above.

BORROWER:                                       BANK:

INSIGHTFUL CORPORATION                          SILICON VALLEY BANK

By:                                             By:
    ------------------------------                 -----------------------------

Name:                                           Name:
     -----------------------------                   ---------------------------

Title:                                          Title:
      ----------------------------                    --------------------------


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