Sample Business Contracts

Executive Agreement [Amendment No. 1] - Datawatch Corp. and Marco D. Peterson

                     AMENDMENT NO. 1 TO EXECUTIVE AGREEMENT




         This AMENDMENT NO. 1 TO EXECUTIVE AGREEMENT (the "Amendment") dated as
of July 15, 1999 is made by and between Datawatch Corporation, a Delaware
corporation (the "Corporation") and Marco D. Peterson (the "Executive").

WITNESSETH:

         A.   The Corporation and the Executive entered into an Executive
              Agreement dated as of April 11, 1996 (the "Executive Agreement").

         B.   The Corporation and the Executive desire to amend the Executive
              Agreement as set forth herein.

         NOW, THEREFORE, the Corporation and the Executive hereby agree as
         follows:

         1.   Proviso (ii) of Section 1 of the Executive Agreement is hereby
              amended to replace the phrase "eighteen (18) months" with the
              phrase "twelve (12) months".

         2.   Proviso (B) of Section 6 of the Executive Agreement is hereby
              amended to replace the phrase "eighteen (18) months" with the
              phrase "twelve (12) months".

         3.   Except as amended hereby, the terms and conditions of the
              Executive Agreement shall remain unchanged and in full force and
              effect, and are hereby ratified and confirmed in all respects.

         4.   This Amendment may be executed in one or more counterparts, and
              shall be construed by the laws of the United States of America and
              the Commonwealth of Massachusetts.



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         IN WITNESS WHEREOF, the Executive has hereunto set his hand and,
pursuant to the authorization from its Board of Directors, the Corporation has
caused this Amendment to be executed in its name and on its behalf, and its
corporate seal to be hereunto affixed and attested by its Secretary, or
Assistant Secretary, all as of the day and year first above written.




(SEAL)



ATTEST:                                   DATAWATCH CORPORATION



By:/s/ William B. Simmons, Jr.            By: /s/ Bruce R. Gardner
   ---------------------------                ---------------------------------
Name: William B. Simmons, Jr.             Name:  Bruce R. Gardner
Title:  Assistant Secretary               Title:  President and Chief Executive
                                                  Officer




WITNESS:                                  EXECUTIVE:


By:/s/ Betsy J. Hartwell                  By: /s/ Marco D. Peterson
   ---------------------------                ---------------------------------
Name:  Betsy J. Hartwell                          Marco D. Peterson