EXHIBIT 10.5
                                                                    ------------

                            Revolving Promissory Note
                              (Export-Import Line)


$2,000,000.00                                                   January 17, 2001

         FOR VALUE RECEIVED,  the undersigned (the "Borrower"),  promises to pay
to the order of Silicon Valley Bank ("Bank"), at such place as the holder hereof
may  designate,  in lawful money of the United States of America,  the aggregate
unpaid principal amount of all advances  ("Advances")  made by Bank to Borrower,
up to a maximum  principal amount of Two Million Dollars  ($2,000,000.00),  plus
interest on the aggregate unpaid principal amount of such Advances, at the rates
and in  accordance  with the terms of the  Export-Import  Bank Loan and Security
Agreement  between  Borrower and Bank dated as of December 27, 1999,  as amended
from time to time (the "Loan Agreement") on the first calendar day of each month
after an Advance  has been made.  The entire  principal  amount and all  accrued
interest shall be due and payable on December 31, 2001, or on such earlier date,
as provided for in the Loan Agreement.

         Borrower  irrevocably waives the right to direct the application of any
and all  payments  at any time  hereafter  received by Bank from or on behalf of
Borrower,  and Borrower  irrevocably  agrees that Bank shall have the continuing
exclusive  right to apply  any and all such  payments  against  the then due and
owing  obligations of Borrower as Bank may deem  advisable.  In the absence of a
specific  determination  by Bank with respect  thereto,  all  payments  shall be
applied in the following order: (a) then due and payable fees and expenses;  (b)
then due and payable interest payments and mandatory  prepayments;  and (c) then
due and payable principal payments and optional prepayments.

         Bank is hereby  authorized  by Borrower to endorse on Bank's  books and
records each Advance made by Bank under this Note and the amount of each payment
or  prepayment  of  principal of each such  Advance  received by Bank;  it being
understood, however, that failure to make any such endorsement (or any errors in
notation)  shall not affect the obligations of Borrower with respect to Advances
made  hereunder,  and  payments of  principal  by Borrower  shall be credited to
Borrower  notwithstanding  the  failure  to make a  notation  (or any  errors in
notation) thereof on such books and records.

         Borrower  promises  to pay Bank all  reasonable  costs  and  reasonable
expenses including all reasonable  attorneys' fees,  incurred in such collection
or in any suit or action to collect this Note or in any appeal thereof, unless a
final  court of  competent  jurisdiction  finds  that the Bank  acted with gross
negligence or willful misconduct. Borrower waives presentment,  demand, protest,
notice of protest,  notice of dishonor,  notice of  nonpayment,  and any and all
other  notices  and  demands  in  connection  with  the  delivery,   acceptance,
performance,  default or  enforcement  of this Note,  as well as any  applicable
statute  of  limitations.  No delay  by Bank in  exercising  any  power or right
hereunder  shall  operate  as a waiver  of any  power or  right.  Time is of the
essence as to all obligations hereunder.

         This Note is issued pursuant to the Loan Agreement,  which shall govern
the  rights  and  obligations  of  Borrower  with  respect  to  all  obligations
hereunder.

         The  law of the  Commonwealth  of  Massachusetts  shall  apply  to this
Agreement.  BORROWER  ACCEPTS FOR ITSELF AND IN CONNECTION  WITH ITS PROPERTIES,
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS IN ANY ACTION, SUIT,
OR PROCEEDING  OF ANY KIND,  AGAINST IT WHICH ARISES OUT OF OR BY REASON OF THIS
NOTE OR THE LOAN  AGREEMENT;  PROVIDED,  HOWEVER,  THAT IF FOR ANY  REASON  BANK
CANNOT AVAIL ITSELF OF THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS, BORROWER
ACCEPTS JURISDICTION OF THE COURTS AND VENUE IN SANTA CLARA COUNTY, CALIFORNIA.

         BORROWER  WAIVES  ITS  RIGHT TO A JURY  TRIAL OF ANY  CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF ANY OF THE EXIM LOAN DOCUMENTS OR ANY OF THE
TRANSACTIONS  CONTEMPLATED  THEREIN,  INCLUDING  CONTRACT  CLAIMS,  TORT CLAIMS,

<PAGE>

BREACH OF DUTY CLAIMS,  AND ALL OTHER COMMON LAW OR STATUTORY  CLAIMS.  BORROWER
RECOGNIZES  AND  AGREES  THAT  THE  FOREGOING  WAIVER   CONSTITUTES  A  MATERIAL
INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT. BORROWER REPRESENTS AND WARRANTS
THAT IT HAS  REVIEWED  THIS WAIVER WITH ITS LEGAL  COUNSEL AND THAT IT KNOWINGLY
AND VOLUNTARILY  WAIVES ITS JURY TRIAL RIGHTS FOLLOWING  CONSULTATION WITH LEGAL
COUNSEL.


                                      DATAWATCH CORPORATION


                                      By: /s/  Bruce R. Gardner
                                         ---------------------------------------

                                      Name: Bruce R. Gardner
                                           -------------------------------------

                                      Title: President
                                            ------------------------------------


                                      DATAWATCH INTERNATIONAL LIMITED


                                      By: /s/  Bruce R. Gardner
                                         ---------------------------------------

                                      Name: Bruce R. Gardner
                                           -------------------------------------

                                      Title: President
                                            ------------------------------------


                                      DATAWATCH EUROPE LIMITED


                                      By: /s/  Bruce R. Gardner
                                         ---------------------------------------

                                      Name: Bruce R. Gardner
                                           -------------------------------------

                                      Title: President
                                            ------------------------------------


                                      GUILDSOFT LIMITED


                                      By: /s/  Bruce R. Gardner
                                         ---------------------------------------

                                      Name: Bruce R. Gardner
                                           -------------------------------------

                                      Title: President
                                            ------------------------------------