MATHSOFT INC
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>

                                                                    Exhibit 10.2
                                                                    ------------

                                PLEDGE AGREEMENT
                                ----------------

     PLEDGE  AGREEMENT, dated as of June 20, 2000 (the "Agreement"), made by the
undersigned  Charles  J.  Digate  ("Digate"),  in  favor  of  MathSoft,  Inc.
                                    ------
("MathSoft").
  --------

                                    RECITALS
                                    --------

     Digate, in order to secure his obligations to MathSoft under the promissory
note  made  by Digate to MathSoft in the principal amount of $550,000.00 of even
date  herewith  (the  "Note"),  has  agreed  to  pledge  to MathSoft the Pledged
                       ----
Securities (as hereinafter defined), of which Digate is the legal and beneficial
owner.

     NOW,  THEREFORE,  in  consideration of the premises, and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  and  to induce MathSoft to make its loan to Digate, Digate hereby
agrees  with  MathSoft  as  follows:

     1.     Defined Terms.  Unless otherwise defined herein, all terms which are
            -------------
defined  in  the  Uniform  Commercial  Code  in  effect  in  the Commonwealth of
Massachusetts  on  the  date  hereof  are  used  herein  as  therein  defined.

     "Code" means the Uniform Commercial Code from time to time in effect in the
      ----
Commonwealth  of  Massachusetts.

     "Collateral"  means  the  Pledged  Securities  and  all  Proceeds.
      ----------

     "Event  of  Default"  means  (1)  failure  to pay any amount or perform any
      ------------------
obligation  as  set  forth  in  this Agreement or the Note, which default is not
cured within thirty (30) days after written notice of such default from MathSoft
(other  than  payment due five (5) days after the permissible demand therefor by
MathSoft;  (2)  insolvency  (however  evidenced) or the commission of any act of
insolvency; (3) the making of a general assignment for the benefit of creditors;
(4)  the  filing  of  any  petition or the commencement of any proceeding by the
Obligor  or  any  endorser  of  the  Note for any relief under any bankruptcy or
insolvency  laws;  (5)  the  filing  of  any petition or the commencement of any
proceeding against the Obligor for any relief under any bankruptcy or insolvency
laws,  which proceeding is not dismissed within sixty (60) days; or (6) the past
or  future  making  of  a  false  representation  or  warranty by the Obligor in
connection  with  any  loan  or loans by MathSoft, including as set forth in the
Note,  or  in  this  Agreement.

     "Obligation" means the unpaid principal, accrued interest and other amounts
      ----------
payable  under  the  Note.


<PAGE>
                           Pledge Agreement -- Page 2

     "Pledged  Securities"  means the 275,000 shares of Common Stock of MathSoft
      -------------------
acquired  by  Digate  on  the date hereof on the exercise of options pursuant to
that Non Qualified Stock Option Agreement dated September 9, 1994, together with
all  stock certificates, instruments, options or rights of any nature whatsoever
which  may  be  issued or granted to Digate in respect of the Pledged Securities
while  this  Agreement  is  in  effect.

     "Proceeds"  includes,  without  limitation,  all  rights  and privileges of
      --------
Obligor  with  respect to the Pledged Securities, all shares, securities, moneys
or  property  representing  a  dividend  on  or  proceeds  of any of the Pledged
Securities,  or  representing  a  distribution  or  return of capital upon or in
respect  of  the  Pledged  Securities,  or  resulting from a split-up, revision,
reclassification  or  other  like  change of the Pledged Securities or otherwise
received in exchange therefor, and any warrants, rights or options issued to the
holders  of,  or  otherwise  in  respect  of,  the  Pledged  Securities.

     2.     Pledge;  Grant  of  Security  Interest.  Digate  hereby  delivers to
            --------------------------------------
MathSoft  all  the  Pledged  Securities and hereby grants to MathSoft a security
interest  in  the Collateral, as collateral security for the prompt and complete
payment  and performance when due of up to fifty percent (50%) of the Obligation
at  any  time  outstanding.

     3.     Stock  Powers.  Concurrently  with  the delivery to MathSoft of each
            -------------
certificate  or  instrument  representing  the  Pledged Securities, Digate shall
deliver  an  undated  stock  power  or  other  transfer  document  covering such
certificate  or  instrument,  duly  executed  in  blank.

     4.     Covenants.  Digate covenants and agrees with MathSoft that, from and
            ---------
after  the  date  of  this  Agreement  until  the  Obligation  is  paid in full:

          (a)     Any  cash,  securities  or  other property paid or distributed
upon  or  in respect of the Pledged Securities shall be paid over to MathSoft to
be  held by it hereunder as additional collateral security for the Obligation as
set  forth  in  Sections  5  and  6  below.

          (b)     Without the prior written consent of MathSoft, Digate will not
(i)  sell,  assign,  transfer,  exchange  or  otherwise dispose of, or grant any
option with respect to, the Collateral, or (ii) create, incur or permit to exist
any  lien  or  option  in  favor  of,  or any claim of any person or entity with
respect  to,  any  of  the  Collateral,  or  any  interest  therein,  except for
MathSoft's  interest  as pledgee hereunder.  Digate will defend the right, title
and  interest  of MathSoft as pledgee hereunder in and to the Collateral against
the  claims  and  demands  of  all  persons  or  entities  whomsoever.

          (c)     Digate  agrees to pay, and to save MathSoft harmless from, any
and  all  liabilities with respect to, or resulting from any delay in paying any
and all stamp, excise, sales or other taxes (exclusive of taxes based on income,
gross  receipts,  franchise  rights  and  related items) which may be payable or
determined  to  be  payable with respect to the Collateral or in connection with
any  of  the  transactions  contemplated  by  this  Agreement.


<PAGE>
                           Pledge Agreement -- Page 2


     5.     Cash  Dividends;  Voting  Rights.  Notwithstanding the provisions of
            --------------------------------
Section  4(a)  hereof,  unless  an  Event of Default shall have occurred, Digate
shall  be  permitted  to receive all cash dividends and other cash distributions
paid  by  the  issuer of any of the Pledged Securities in respect of the Pledged
Securities  and  to exercise all voting and corporate rights with respect to the
Pledged  Securities  to  the  extent permitted by law.  In addition to any other
rights  and  remedies available to MathSoft, upon the occurrence of any Event of
Default, the Pledged Securities shall immediately become vested in MathSoft with
or  without  record  transfer  and it shall have exclusive authority to exercise
voting  and  all  other rights relative to the Pledged Securities.  Digate shall
take  notice of the foregoing and make record transfer of the Pledged Securities
upon  written  notice  from MathSoft.  Any transfer of the Pledged Securities or
exercise  of rights in the Pledged Securities pursuant to this Section shall not
be  deemed  a  sale  or  disposition  under  applicable  law  of  the Code or an
acceptance  of  the  Pledged  Securities  in  satisfaction  of  the  Obligation.

     6.     Rights  and  Remedies  of  MathSoft.
            -----------------------------------

          (a)     If an Event of Default shall occur and be continuing, then (a)
MathSoft  shall  have  the  right  to  receive and hold as additional collateral
security  for  the  payment  and performance of the Obligations any and all cash
dividends  paid  in  respect  of  the  Pledged  Securities  and (b) MathSoft may
thereafter  exercise,  in  addition  to all other rights and remedies granted in
this  Agreement and in the Term Note, all rights and remedies of a secured party
under  applicable  law.

          (b)     The  rights  and  remedies  of MathSoft hereunder shall not be
conditioned  or  contingent  upon the pursuit by MathSoft of any right or remedy
against  Digate  or  against  any  other  collateral  security  therefor.

     7.     Limitation  on  Duties  Regarding  Collateral.  MathSoft's sole duty
            ---------------------------------------------
with  respect  to  the  custody,  safekeeping  and  physical preservation of the
Collateral  in  its  possession,  under applicable law or otherwise, shall be to
deal  with  the  Collateral  in  the  same manner as MathSoft deals with similar
securities, instruments and property for its own account.  MathSoft shall not be
liable  for  failure to demand, collect or realize upon any of the Collateral or
for  any  delay  in  doing  so  nor  shall it be under any obligation to sell or
otherwise  dispose  of  any  Collateral upon the request of Digate or otherwise.

     8.     Powers  Coupled  with  an Interest.  All authorizations and agencies
            ----------------------------------
herein  contained  with  respect  to  the  Collateral are irrevocable and powers
coupled  with  an  interest.

     9.     Severability.  Any  provision  of this Agreement which is prohibited
            ------------
or  unenforceable  in  any  jurisdiction  shall,  as  to  such  jurisdiction, be
ineffective  to  the  extent  of  such  prohibition  or unenforceability without
invalidating  the  remaining  provisions  hereof,  and  any  such prohibition or
unenforceability  in  any  jurisdiction  shall  not  invalidate  or  render
unenforceable  such  provision  in  any  other  jurisdiction.


<PAGE>
                           Pledge Agreement -- Page 4


     10.     Section  Headings.  The section headings used in this Agreement are
             -----------------
for  convenience of reference only and are not to affect the construction hereof
or  to  be  taken  into  consideration  in  the  interpretation  hereof.

     11.     No  Waiver;  Cumulative  Remedies.  MathSoft  shall  not by any act
             ---------------------------------
(except  by  a  written  instrument  pursuant  to  Section  12 hereof) of delay,
indulgence,  omission  or otherwise be deemed to have waived any right or remedy
hereunder  or  to  have  acquiesced in any default or Event of Default or in any
breach  of  any of the terms and conditions hereof.  No failure to exercise, nor
any  delay in exercising, on the part of MathSoft, any right, power or privilege
hereunder  shall  operate as a waiver thereof.  No single or partial exercise of
any  right,  power  or  privilege  hereunder shall preclude any other or further
exercise  thereof  or  the  exercise  of any other right, power or privilege.  A
waiver  by  MathSoft  of any right or remedy hereunder on any one occasion shall
not  be construed as a bar to any right or remedy which MathSoft would otherwise
have  on  any  future  occasion.  The  rights  and  remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any
rights  or  remedies  provided  by  applicable  law.

     12.     Waivers  and  Amendments;  Successors  and  Assigns; Governing Law.
             ------------------------------------------------------------------
None  of  the  terms  or  provisions  of  this Agreement may be waived, amended,
supplemented  or  otherwise  modified except by a written instrument executed by
Digate and MathSoft, provided that any provision of this Agreement may be waived
                     --------
in writing by MathSoft in a letter or agreement executed by MathSoft or by telex
or  facsimile  transmission from MathSoft.  This Agreement shall be binding upon
the  successors and assigns of Digate and shall inure to the benefit of MathSoft
and  its  successors  and  assigns.  This  Agreement  shall  be governed by, and
construed  and  interpreted  in accordance with, the laws of the Commonwealth of
Massachusetts.

     13.     Notices.  Notices  by  either  party  hereto  to the other shall be
             -------
given  as  provided  in  the  Term  Note.

     14.     Counterparts.  This  Agreement  may  be  executed  in  several
             ------------
counterparts, each of which shall constitute an original, but all of which, when
taken  together,  shall  constitute  but  one  agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



<PAGE>
     IN  WITNESS WHEREOF, the undersigned has caused this Pledge Agreement to be
duly  executed  and  delivered  as  of  the  date  first  above.

                             DIGATE:


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



                             MATHSOFT:


                             MATHSOFT,  INC.

                             By:  /s/  Dermot  P.  O'Grady
                             -----------------------------
                             Name:  Dermot  P.  O'Grady
                             Title:  Chief  Financial  Officer
</TEXT>
</DOCUMENT>
