Insightful is pleased to announce that all proposals put to shareholder vote have passed. The tabulation of votes cast are as follows:

Proposal I

To elect two (2) Class II Directors to serve for a three year term.

	Nominee
	Charles J. Digate	For: 82.6% of shares voted
	Samuel R. Meshberg	For: 88.9% of shares voted

Proposal II

To approve a proposal to change the jurisdiction of incorporation of the Corporation from Massachusetts to Delaware.

For: 54.97% of shares outstanding

Proposal III

To approve a proposal to change the name of the Corporation from "MathSoft, Inc." to "Insightful Corporation".

For: 89.9% of shares outstanding

Proposal IV

To adopt the 2001 Employee Stock Option and Incentive Plan.

For: 91.9% of shares voted

Proposal V

To adopt the 2001 Non-Employee Director Stock Option Plan.

For: 88.5% of shares voted

Proposal VI

To adopt the Employee Stock Purchase Plan

For: 95.5% of shares voted

Proposal VII

To ratify the selection of the firm of Arthur Andersen LLP as auditors for the fiscal year ending December 31, 2001.

For: 99.4% of shares voted