WWW.EXFILE.COM, INC. -- 14107 -- DATAWATCH CORPORATION -- EXHIBIT 10.1 TO FORM 8-K


    EXHIBIT
      10.1

    February
      2006 Amendment to

    Software
      Development and Marketing Agreement

    


    This
      is
      an amendment (the
      “February
      2006 Amendment”)
      to
      that certain Software Development and Marketing Agreement dated
      as
      of January 19th, 1989, as amended (the “License
      Agreement”)
      by and
      among Datawatch
      Corporation,
      a
      Delaware corporation with offices located at 271 Mill Road, Quorum Office Park,
      Chelmsford, MA 01824 (“Datawatch”)
      jointly and severally with Personics
      Corporation,
      a
      Delaware corporation with offices located at 271 Mill Road, Quorum Office Park,
      Chelmsford, MA 01824 (“Personics”)
      (Datawatch and Personics are collectively referred to herein as “Licensee”),
      on the
      one hand, and Raymond
      J. Huger, a
      sole
      proprietor doing business as Math Strategies, having its principal place of
      business at 101 South Elm Street, Suite 212, Greensboro, North Carolina 27401
      (
      Huger and Math Strategies being referred to herein as “MS”).
      This
      February 2006 Amendment is effective as of February 20,
      2006.

    


    Recitals:

    


    A.    The
      parties have previously entered into an Option Purchase Agreement dated April
      29, 2004 (“Option
      Agreement”),
      whereby MS granted Licensee the right to purchase the Software Products as
      defined therein.

    


    B.    Contemporaneously
      herewith, the parties hereto have entered into an Amendment to Option Purchase
      Agreement whereby the period to exercise the option granted to Licensee pursuant
      to the Option Agreement was, among other things, extended to April 30, 2015
      (“Option
      Period”).

    


    C.    The
      parties desire to extend the term of the License Agreement to April 30,
      2015.

    


    Now,
      Therefore,
      in
      consideration of the foregoing and for good and valuable consideration, the
      receipt and sufficiency of which is hereby expressly acknowledged, the parties
      hereby agree as follows:

    


    1.    Section
      13(a)
      of the
      License Agreement, as amended, is hereby deleted in its entirety and replaced
      with the following:

     

    13(a)
      Term. The term of this Agreement shall commence on the date first set forth
      above and shall continue until April 30, 2015, unless earlier terminated as
      provided in this Agreement. Upon expiration of the term, this Agreement and
      the
      licenses granted hereunder shall automatically be renewed for successive one
      year periods unless either party notifies the other in writing at least 90
      days
      prior to the expiration of the term or any renewal period that it elects not
      to
      renew this Agreement.

     

    2.     Except
      as
      provided herein, all other provisions of the License Agreement shall remain
      in
      full force and effect. 

     

    In
      Witness Whereof,
      the
      parties have executed this February 2006 Amendment effective the day and year
      first above written.

     

    
      	 	
              MATH
                STRATEGIES 

               

              By:  
                /s/
                Raymond J. Huger

              
                

              

              Raymond
                J. Huger, individually and as a 

              Sole
                Proprietorship

            	
              DATAWATCH
                CORPORATION

               

              By:  
                /s/
                Robert Hagger

              
                

              

              Name: Robert
                Hagger

              
                

              

              Title:  
                President
                & CEO ,
                Duly Authorized

              
                

              

               

            
	 	 	
              Personics,
                Inc.

               

              
                
                  By:  
                    /s/
                    Robert Hagger

                  
                    

                  

                  Name: Robert
                    Hagger

                  
                    

                  

                  Title:  
                    President
                    & CEO ,
                    Duly Authorized