WWW.EXFILE.COM, INC. -- 14107 -- DATAWATCH CORPORATION -- EXHIBIT 10.2 TO FORM 8-K


    EXHIBIT
      10.2

    AMENDMENT
      TO OPTION PURCHASE AGREEMENT

    


    


    This
      Amendment (“Amendment”),
      dated
      as of February 21, 2006 (“Amendment
      Effective Date”)
      is an
      amendment to that certain Option Purchase Agreement (“Option
      Agreement”)
      dated
      as of April 29, 2004 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 “Buyer”),
      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 “Math
      Strategies”),
      on
      the other hand.

    


    Recitals:

    


    A.    Unless
      otherwise defined herein, all capitalized terms used herein shall have the
      same
      meaning ascribed to them in the Option Agreement.

    


    B.    Contemporaneously
      herewith, the parties have executed an amendment to the License Agreement
      extending the term thereof until April 30, 2015.

    


    C.    The
      Option to purchase the Software Products granted to Buyer under the Option
      Agreement expires April 28, 2006.

    


    D.    Buyer
      and
      Math Strategies have agreed to extend and modify the Option as provided
      herein.

    


    Now,
      Therefore,
      in
      consideration of the premises contained herein and other good and valuable
      consideration, the receipt and sufficiency of which are hereby expressly
      acknowledged by the parties, the parties hereby agree as follows:

    


    1.    Section
      2
      of the
      Option Agreement is deleted in its entirety and replaced with the
      following:

    


    2.    Option
      Grant
      and Term.
      For one
      hundred dollars ($100) paid to Math Strategies, the receipt and sufficiency
      of
      which is acknowledged by Math Strategies, and otherwise subject to the
      provisions of this Agreement, Math Strategies hereby grants to Buyer an option
      (“Option”)
      to
      purchase the Software Products. The right of Buyer to exercise the Option shall
      commence as of April 29, 2004 and expire on the earlier of April 30, 2015,
      and
      the termination of the License Agreement for any reason.

    


    2.    Section
      5
      of the
      Option Agreement is hereby deleted in its entirety and replaced with the
      following:

    


    5.    Purchase
      Price.
      The
      purchase price (“Purchase
      Price”)
      for the
      Software Products payable to Math Strategies at Closing shall be calculated
      in
      accordance with the following formula: Purchase
      Price = A x 8.0/1.407693; where
      A
      equals
      the sum of the 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    royalties
      paid and payable for the four (4) calendar quarters immediately prior to the
      date the Option is exercised by Buyer. For the sake of clarity, an example
      of
      the calculation is set forth on Attachment A. 

    


    3.    Section
      6
      is
      hereby amended by replacing, “125 High Street, Boston, MA 02210” with “Two
      International Place, Boston, MA 02110”; and replacing “Testa Hurwitz &
Thibeault, LLP” with “Choate, Hall & Stewart LLP.”

    


    4.    All
      other
      provisions of the Option Agreement shall remain in full force and
      effect.

    


    In
      Witness Whereof,
      the
      parties have executed this Agreement as of the Amendment Effective Date first
      above written.

    


    THIS
      AGREEMENT CONTAINS BINDING ARBITRATION PROVISIONS THAT ARE ENFORCEABLE BY THE
      PARTIES.

    


    
       

      
        	 	
                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

                    
                      
 

                  

                

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

    

    ATTACHMENT
      A

    


    Example
      of Purchase Price Calculation

    


    


    
      	
              Quarter

            	
              Royalty
                for Quarter

            	
              Royalty
                for 4 Preceding Quarters,

            
	 	 	
              Inclusive

            
	 	 	 
	
              Q4-02

            	
              505660

            	
              1648077

            
	
              Q1-03

            	
              305174

            	
              1536126

            
	
              Q2-03

            	
              348836

            	
              1523521

            
	
              Q3-03

            	
              318629

            	
              1478299

            
	
              Q4-03

            	
              367594

            	
              1340233

            
	
              Q1-04

            	
              339539

            	
              1374598

            
	
              Q2-04

            	
              381931

            	
              1407693

            
	
              Q3-04

            	
              342304

            	
              1431368

            
	
              Q4-04

            	
              358310

            	
              1422084

            
	
              Q1-05

            	
              410526

            	
              1493071

            
	
              Q2-05

            	
              351041

            	
              1462181

            
	
              Q3-05

            	
              395341

            	
              1515218

            
	
              Q4-05

            	
              439963

            	
              1596871

            


    

    


    


    Set
      forth
      above are the royalties paid by Datawatch to Math Strategies for each quarter
      from Q4 of 2002 through Q4 of 2005. The calculations of the Purchase Price
      if
      the Option was exercised immediately after the end of Q3 of 2004 would be as
      follows:

     

    
 

    
      	Royalties
              paid for the four quarters ended at the
              end of Q3 of 2004: 	 	$	1,431,368	 
	Multiplied
              by 8 ÷ 1.407693, or
              5.683057 	 	 	x
              5.683057	 
	Purchase
              Price (rounded to the nearest
              dollar) 	 	$	8,134,546.00	 


    

     

    
      
         

      

      
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